Volusia County Quit Claim Deed by zzi18679

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									THE FOLLOWING DOCUMENTS ARE BEING MADE AVAILABLE IN MICROSOFT WORD FORMAT.




       Appendix A Proposal Price

       Appendix B Statement of Affirmation and Intent

       Appendix C Acknowledgement of Business Type

       Appendix D Drug-Free Workplace

       Appendix E MWBE/LDB Participation

       Appendix F MWBE/LDB Subcontractor

       Appendix G Local Developing Business

       Appendix H Sample Professional Services Agreement/

       Business Associate Agreement (BAA)

       Appendix I Group Health Administrative Services Only Questionnaire

       Appendix J Disease Management Questionnaire

       Appendix K Prescription Benefit Management Questionnaire

       Appendix L Behavioral Health/Employee Assistance Program Questionnaire

       Appendix M Performance Standards/Risk for Performance Models




1
                                                 PROPOSAL PRICE

                                                 APPENDIX A


The undersigned certifies that this proposal was prepared without prior understanding, agreement, or
connection with any corporation, firm or individual submitting a proposal for the same contractual s ervice,
and is in all respects fair and without collusion or fraud in order to gain an unfair advantage in the award of
this proposal. Proposer acknowledges that all information contained herein is part of the public domain as
defined in the Public Records Act, Chapter 119, F.S.

The signer of this proposal guarantees, as evidence of the sworn affidavit required herein, the truth and
accuracy of all statements and information hereinafter provided. The undersigned hereby authorizes any
public official, surety company, bank depository, material, or equipment manufacturer or distributor or any
person or firm or corporation to furnish any pertinent information requested by the School District of Orange
County or their representative, deemed necessary to verify the information provided and statements made
regarding the standing and general reputation of the applicant.

Receipts of the following Addenda are hereby acknowledged: (List all Addenda)
ADDENDUM NO. _________ dated _____________
ADDENDUM NO. ____.____ dated_____________
ADDENDUM NO. ____.____ dated_____________

Dated at _________________________, this _____ day of __________________20____.

Name of Organization:______________________________________
By:_____________________________________________ Date signed:____________

Typed Name and Title:______________________________________
(Corporations must affix seal. Failure to do so may subject Applicant to rejection.)
Sworn to and subscribed before me this ______day of ____________________20___.

____________________                     ____________________________________
Notary Public                                     Commission Expiration Date



Complete the attached cost worksheets for the fees proposed.

A. Group Health Administrative Services (ASO) Only

B. Disease Management

C. Prescription Benefit Management (PBM)

D. Behavioral Health/Substance Abuse and Employee Assistance Program (EAP)




2
      PLAN COST WORKSHEET – GROUP HEALTH ADMINISTRATIVE SERVICES (ASO) ONLY
                 ADMINISTRATIVE FEES AND ASSOCIATED COSTS OR CHARGES
                                               APPENDIX A
Fees quoted below should be quoted in per member per month (PMPM). Quote a separate fee for
members who are enrolled in Medicare Part A and B since services are provided secondary to
Medicare. If you are also proposing to provide Disease Management, PBM, and/or Behavioral
Health/Substance Abuse/EAP services, provide those fees separately in the following rate pages. Fees
should be based on an average monthly membership of 32,000 commercial members plus 2,000 retirees, of
which 1,000 are Medicare Part A and B primary.

                 Annual Fee 10/1/2009 – 9/30/2012                     Annual Fee 10/1/2009 – 9/30/2012
            (Commercial Members and Early Retirees)                     (Retirees Medicare Primary)
    Network Administration - Access
    Fees                                  $_________pmpm                       $_________pmpm
         Local Network (Orange,
            Osceola, Seminole, Lake,
            Brevard, Polk & Volusia)
         National Network
         Capitation (describe in
            detail)
         Out-of-Network Fee
            Negotiations
    Credentialing                         $_________pmpm                       $_________pmpm
    Medical Management                    $_________pmpm                       $_________pmpm
    Quality Assurance                     $_________pmpm                       $_________pmpm
    Wellness                              $_________pmpm                       $_________pmpm
    Claims Administration                 $_________pmpm                       $_________pmpm
    Customer Service                      $_________pmpm                       $_________pmpm
    Grievance/Appeals Administration      $_________pmpm                       $_________pmpm
    Coordination of Benefits              $_________pmpm                       $_________pmpm
    Subrogation Services                  $_________pmpm                       $_________pmpm
    Standard Reporting                    $_________pmpm                       $_________pmpm
    Ad hoc Reporting                      $_________pmpm                       $_________pmpm
    Interface with other carve-out        $_________pmpm                       $_________pmpm
    vendors
    Annual Enrollment                     $_________pmpm                       $_________pmpm
    Communications
    HIPAA General Correspondence          $_________pmpm                       $_________pmpm
    Conversion Plan (vendor to take       $_________pmpm                       $_________pmpm
    the risk)
    Other Services, please describe       $_________pmpm                       $_________pmpm
    Total Administrative Fees                $_________                           $_________

    1. Fees must be guaranteed for the initial three (3) years and are requested for an additional annual
       renewal for up to two (2) additional years for a total of five (5) years. Renewal fees in year four (4)
       may not exceed the CPI in year three (3) and in year five (5) may not exceed the CPI in year four
       (4).

    2. Are you willing to share in a risk for performance reimbursement model? Describe a risk sharing
       arrangement you would consider?
    3. Fees for run-out services.

3
                   PLAN COST WORKSHEET – DISEASE MANAGEMENT SERVICES
                                       APPENDIX A

Fees quoted below should be quoted in per member per month (PMPM) and be all-inclusive for the Scope
of Services requested. Assume an average monthly membership of 32,000 commercial members, 2,000
retirees of which 1,000 are enrolled in Medicare Part A and B. Estimate the number of members you are
projecting for each of the Disease Management Programs / Lifestyle Programs.




               Annual Fee 10/1/2009 – 9/30/2012
    Global Fees – Disease Management       $________pmpm
    Global Fees – Lifestyle Management     $________pmpm
    Total Fees                              $____________

    1. Fees must be guaranteed for the initial three (3) years and are requested for an additional annual
       renewal for up to two (2) additional years for a total of five (5) years. Renewal fees in year four (4)
       may not exceed the CPI in year three (3) and in year five (5) may not exceed the CPI in year four
       (4).

    2. Identify any other fees or costs that are not included above. Clearly define what services are not
       included in the global fees and the associated additional cost.

    3. Are you willing to share in a risk for performance reimbursement model? Describe a risk sharing
       arrangement you would consider?

    4. Fees for run-out services.




4
       PLAN COST WORKSHEET – PRESCRIPTION BENEFIT MANAGEMENT SERVICES (PBM)
               ADMINISTRATIVE FEES AND ASSOCIATED COSTS OR CHARGES
                                     APPENDIX A

Administration fees for retail, mail and specialty drugs are to be quoted per net paid claim or filled
prescription (not per transaction).


                  Annual Fee 10/1/2009 – 9/30/2012

    Administrative Fees per net paid claim
    (filled prescription)
            Retail – 30                               $____________
            Retail – 90                               $____________
            Mail Order                                $____________
            Specialty Drugs                           $____________
    Claim Fiduciary Fees                              $____________
    Interface and Sharing Detailed Claims Data        $____________
    with Other Vendors
    Annual Enrollment Communications                  $____________
    ID Card re-issuance with replacement carrier      $____________
    Postage for ID Cards                              $____________
    Manually Submitted Paper Claims                   $____________
    Coverage Management Programs                      $____________
    Manual Eligibility Updates                        $____________
    Coordination of Benefits                          $____________
    Subrogation Services                              $____________
    Interface with other vendors                      $____________
    Customer Billing Transaction                      $____________
    Customized Letters to Members                     $____________
    Formulary Change/Delete Letters to                $____________
    Members
    HIPAA General Correspondence                      $____________
    Annual Summary of Benefits                        $____________
    Explanation of Benefits                           $____________
    Standard Online Management Reports                $____________
    Ad hoc Reports                                    $____________
    Other Clinical Programs                           $____________
    Grievance/Appeal Services                         $____________
    Other                                             $____________
    Total Fees                                        $____________

    1. Fees must be guaranteed for the initial three (3) years and are requested for an additional annual
       renewal for up to two (2) additional years for a total of five (5) years. Renewal fees in year four (4)
       may not exceed the CPI in year three (3) and in year five (5) may not exceed the CPI in year four
       (4).

    2. Are you willing to share in a risk for performance reimbursement model? Describe a risk sharing
       arrangement you would consider?

    3. Fees for run-out services.

5
      PLAN COST WORKSHEET – BEHAVIORAL HEALTH/SUBSTANCE ABUSE SERVICES and
                      EMPLOYEE ASSISTANCE PROGRAM (EAP)
                                   APPENDIX A

Fees quoted below should be quoted in per member per month (PMPM) and be all-inclusive for the Scope
of Services requested. An average monthly membership of 32,000 commercial members, 2,000 retirees of
which 1,000 are enrolled in Medicare Part A and B.

                  Annual Fee 10/1/2009 – 9/30/2012

    Behavioral Health/Substance Abuse              $_______pmpm
    Fees
    Employee Assistance Program (EAP)              $_______pmpm
    Fees
    Total Fees

    1. Fees must be guaranteed for the initial three (3) years and are requested for an additional annual
       renewal for up to two (2) additional years for a total of five (5) years. Renewal fees in year four (4)
       may not exceed the CPI in year three (3) and in year five (5) may not exceed the CPI in year four
       (4).

    2. Identify any other fees or costs that are not included above. Clearly define what services are not
       included in the global fees and the associated additional cost.

    3. Are you willing to share in a risk for performance reimbursement model? Describe a risk sharing
       arrangement you would consider?

    4. Fees for run-out services.




6
      1. STATEMENT OF AFFIRMATION AND INTENT
                                       APPENDIX B

To:          Orange County Public Schools, Procurement Services
Project:       Group Health Administrative Services (ASO), Disease Management Services, Prescription
              Benefit Management Services (PBM) and Behavioral Health Program/Employe e Assistance
              Program (EAP)
Date:

The undersigned, hereinafter called the respondent, declares that the only persons, or parties interested in
their proposal are those named herein, that this proposal is, in all respects, fair and without fraud that it is made
without collusion with any other vendor or official of the Orange County School Board. Neither the Affiant nor
the above named entity has directly or indirectly entered into any agreement, participated in any collusion, or
otherwise taken any action in restraint of free competitive pricing in connection with the entity’s submittal for the
above project. This statement restricts the discussion of pricing data until the completion of negotiations and
execution of the Agreement for this project.

The respondent certifies that no Board Member, Director, or any School Board Employee directly or indirectly
owns assets or capital stock of the bidding entity, nor will directly or indirectly benefit by the profits or
emoluments of this proposal. (For purposes of this paragraph, indirect ownership or benefit does not include
ownership or benefit by a spouse or minor child.)

The respondent certifies that no member of the entity’s ownership or management is presently applying for an
employee position or actively seeking an elected position with the District. In the event that a conflict of interest
is identified in the provision of services, the respondent agrees to immediately notify OCPS in writing.

The respondent further declares that he/she has carefully examined the scope of services, instructions, terms
and conditions of this Request for Proposal and that respondent’s proposal is made according to the provisions
of the RFP and that he/she will meet or exceed the scope of services, requirements, and standards contained
in the Request for Proposals.

The respondent agrees to abide by all conditions of the negotiation process. In conducting negotiations with
OCPS, respondent offers and agrees that if this negotiation is accepted, the respondent will convey, sell,
assign, or transfer to OCPS all rights, title, and interest in and to all causes of action it may now or hereafter
acquire under the Anti-trust laws of the United States and the State of Florida for price fixing relating to the
particular commodities or services purchased or acquired by OCPS. At the District’s discretion, such
assignment shall be made and become effective at the time the District tenders final payment to t he
respondent. The proposal constitutes a firm and binding offer by the respondent to perform the services as
stated.


Corporate Name of Respondent (Typed)


Address, City, Zip


Signature of Authorized Representative


Date                                                        Telephone Number




7
                                ACKNOWLEDGMENT OF BUSINESS TYPE
                                        Appendix C
This form must be signed in the presence of a Notary Public or other officer authorized to administer
oaths and submitted with the Proposal on the specified due date and time. The undersigned Proposer
certifies that this Proposal package is submitted in accordance with the scope of services in its entirety
and with full understanding of the conditions governing this Proposal.
BUSINESS ADDRESS OF PROPOSER:

____________________________________________________________ ______________________________
Address
__________________________________________________________________________________________
City         State               Zip

Telephone No.___________________________________ Fax No. __________________________________

SIGNATURE OF PROPOSER

If an Individual: _________________________________________________________
                                        Signature
doing business as _____________________________________________________


If a Partnership: _________________________________________________________

by: ________________________________________________________________
               Partner Signature

If a Corporation: _________________________________________________________
                                    Corporate Name

    (a ___________________________ Corporation)

    by: __________________________
                    Signature
    Title: _________________________

    Attest: ________________________(SEAL)
                                                    Corporate Secretary

NOTARY P UBLI C:

STATE OF: _______________________            COUNTY OF: __________________________________

The foregoing instrument was acknowledged before me this _____________ day of _______________ 20___ by

_______________________________ _________who is (who are) personally known to me or who has produced

________________________________________ as identification and who did (did not) take an oath.


NOTARY P UBLI C SIGNATURE: ______________________________________________

NOTARY NAME, PRI NTED, TYP ED OR STAMP ED: ______________________________
Commi ssion Number: _____________________________ My Commi ssion Expires: __________________


8
                              DRUG-FREE WORKPLACE CERTIFICATION FORM
                                                      APPENDIX D


    In accordance with Florida Statute 287.087, preference shall be given to businesses with drug-free workplace
    programs. Whenever two or more bids, which are equal wit h respect to price, quality, and service, are
    received by the State or by any political subdivision for the procurement of commodities or cont ractual
    services, a bid received from a business that certifies that it has implemented a drug-free workplace program
    shall be given preference in the award process. Established procedures for processing tie bids will be
    followed if none of the tied vendors has a drug-free workplace program. In order to have a drug-free
    work place program, a business shall:

    (1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,
        possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that
        will be taken against employees for violations of such prohibition.

    (2) Inform employees about the dangers of drug abus e in the workplac e, the business's policy of maintaining
        a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs,
        and the penalties that may be imposed upon employees for drug abuse violations.

    (3) Give each employee engaged in providing the commodities or contractual servic es that are under bid a
        copy of the statement specified in subsection (1).

    (4) In the statement specified in subsection (1), notify the employees that, as a condition of working on the
        commodities or c ontractual services that are under bid, the employee will abide by t he terms of the
        statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any
        violation of chapter 893 or of any controlled substance law of the Unit ed States or any state, for a
        violation occurring in the workplace no later than five (5) days after such conviction.

    (5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabi litation
        program if such is available in the employee's community by, any employee who is so convicted.

    (6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this
        section.

    As the person aut horized to sign the statement, I certify that this firm complies fully with the above
    requirements.




    Authorized Representative’s Signature




    Company Name




9
                                            MWBE/LDB PARTICIPATION
                                                       APPENDIX E


                     OR A N G E C OU NT Y P U B LI C S C H OOL S
                     P. O. Bo x 271                        Orlando, Florida                   445 W. Amelia Street
                      32802-0271                           (407) 317-3200                          32801-1127



     OCPS has established annual participation levels for the procurement of goods and non -professional
     services with Minority-Owned & Women-Owned Business Enterprises (MWBE), and Local-Developing
     Businesses (LDB ). For the purposes of calculating the participation-level percentage, only those dollars
     awarded to certified MWBE and LDB vendors will be utilized.

     MWBE
     1. Are you a certified MWBE vendor?      Yes           No.
     If yes, please check the agency you are certified with and attach a copy of the certification to your bid:
      City of Orlando      Orange County         State of Florida
      Greater Orlando A viation Authority         National Minority Supplier Development Council
     LDB Eligibility Requirements (for complete requirements refer to LDB Guidelines): You may access the
     guidelines on our website: http://www. facilities.ocps.net/ContractAdmin/BusinessOpportunityDept. htm)

       Vendor must be domiciled in Orange, Seminole, Osceola or Lake County
       Vendor must not exceed the Revenue Limitation of $1,000,000 annual gross profit averaged over the
       preceding three years.
       Vendor must not exceed net worth limitation of $750,000 for assets owned by each individual owner of the
       business.

     1. Are you a certified LDB vendor?    Yes  No If yes, what agency are you certified through?

     2. Based on the above requirements, would your firm qualify as an LDB vendor?         Yes  No
     If your firm would like to be considered an LDB vendor, complete the enclosed LDB eligibility form and include it
     with your submittal.

     Please sign below to acknowledge that you have read and understand the information regarding the district’s
     MWBE and LDB programs.




     Authorized Signature



     Company Name




10
                                         MWBE/LDB SUBCONTRACTOR
                                               Appendix F

                                                  Tier Participation

OCPS has established annual participation levels for the procurement of goods and non -professional services with
Minority-Owned & Women-Owned Business Enterprises (MWBEs) and Local Developing Businesses (LDBs). For the
purpose of calculating the MWBE and LDB participation perc entages, only those dollars awarded to certified MWBE
and LDB vendors will be utilized. Monies contracted or subcont racted to MWB E and LDB vendors are included in the
calculation. As a result, respondents are asked to include certified MWBE and/or LDB subcontractor participation
information below. If proposer has questions regarding a vendor’s certification, he/she may contact the OCPS Offic e
of Business Opportunity (407) 317-3739.

Please complet e the information below showing respondent’s commitment to subcontract at least twenty percent
(20% ) of its business related to this RFP to one or more MWBE/LDB firms.

1.   MWBE Subcontractor Name:
     Please indicate agency MWBE Subcontractor’s certifying agency
     Describe in detail what portion of the contract the MWBE subcontractor will be performing:
     What dollar amount of this contract will be assigned to this MWBE subcontractor? $
     What percentage of the total price quoted is the amount to be subcontracted?
2.   MWBE Subcontractor Name:
     Please indicate agency MWBE Subcontractor’s certifying agency
     Describe in detail what portion of the contract the MWBE subcontractor will be performing:


     What dollar amount of this contract will be assigned to this MWBE subcontractor: $
     What percentage of the total price quoted is the amount to be subcont racted?
1.   LDB Subcontractor Name:
     Describe in detail what portion of the contract the LDB subcontractor will be performing:

     What dollar amount of this contract will be assigned to this LDB subcontractor: $
     What percentage of the total price quoted is the amount to be subcont racted?
2.   LDB Subcontractor Name:
     Describe in detail what portion of the contract the LDB subcontractor will be performing:



What dollar amount of this contract will be assigned to this LDB subcontractor: $


What percentage of the total price quoted is the amount to be subcont racted?

If respondent has more than two MWBE or LDB vendors, the respondent should include information for additional
MWBE and/or LDB vendors on an additional sheet of paper. Respondent agrees to supply subcontractor payment
information to Orange County Public Schools. The due date and report format will be established upon award of the
contract.

 Authorized Signature                                                  Company Name




11
                                   LOCAL DEVELOPING BUSINESS APPLICATION
                                                             Appendix G



                    Business Opportunity Office                               1. Firm Name              2. Main Office Street Address
            6501 Magic Way, Bldg. 100A, Orlando, FL 32809 407-317-3739
            Local Developing Business Eligibility
Form
3. Phone No           4. Web Site Address          5. Fax No.          6. Email Address                 7. Contact Name           8. M/WBE
                                                                                                                                    Certified
                                                                                                                                     Yes
                                                                                                                                     No
9. Ownership of Firm: Identify the Owners of the Firm
Name                                 Address                                          Years of Ownership           Ownership %        Voting
                                                                                                                                      %




If any of the owners is a corporation, partnership or other entity other than an individual (an “Entity”), please provide the same information
with respect to each such Entity and the owners of each such Entity at all tiers.
10. Control of Firm: Identify by name and title in the firm those individuals (including owners & non-owners) who are responsible for
day-to-day management and policy decision making including, but not limited, to, those with prime responsibility for:
Responsibility                    Name:                  Title:                  Qualifications:             Experience:         Yrs w/ Firm:
Financial Decisions
Management Decisions:
1. Estimating
2. Marketing and Sales:
3. Hiring and firing of
management personnel:
11. Financial Stability - Please state the Gross Revenues received by your firm for each of the preceding three years
Year              Gross                        Year               Gross                        Year               Gross
Ending            Revenues                     Ending             Revenues                     Ending             Revenues

12. Net Worth – The net worth of each individual owner foes not exceed $250,000 exclusive of the equity in each individual’s
primary residence (up to $500,000) and exclusive of the equity in any busi ness in which the individual is actively involved in
the management and day-to-day operation of said business. If any ownership interest in Firm is held by an entity other than
an individual, then the net worth analyzed will be that of the individuals ulti mately owning the legal and/ or beneficial interest
in the entity which owns an interest in Firm. IF FIRM IS NOTIFIED THA T IT IS THE APPARENT LOW RESPONDE NT OR
RESPONDE NT, FIRM SHALL SUBMIT TO THE S CHOOL BOA RD SUCH FINA NCIAL INFORMA TION AS THE S CHOOL
BOARD MAY RE QUIRE IN ORDER TO ESTAB LIS H THA T EACH INDIV IDUA L OWNE R MEETS THE NE T WORTH
LIMITA TION. Sample list of information which may be requested by the Orange County School Board to establish each
individual’s net worth: 1. Articles of Inc orporation, Articles of Organization or Partnership Agreement of Firm and other
entities owned. 2. Each individual owner’s balance sheet with a sworn statement as to accuracy and authorization for
release of information by third parties to School Board. 3. Property titles.

13. Stock Options - Describe or attach a copy of any stock options or other ownership options that are outstanding, and any
agreements between owners or bet ween owners and third parties which restrict ownership or control of the owners. (Attach
a separate sheet if necessary)




12
14. Nature of Business: Specify major services / products.


15. Are you authorized to do business in the state as well as locally, including all necessary business licenses?

      Yes        No


Firm’s Authorized Representative Signature Name (print or typed)                          Title                    Date

                     Business Opportunity Office                           1. Firm Name            2. Main Office Street Address
              6501 Magic Way, Bldg. 100A, Orlando, FL 32809 407-317-3739
              Local Developing Business Eligibility
Form
                                                    16. AFFI DAVIT
“The undersigned s wears that the foregoing statements are true and correct and include all material information necessary
to identify and explain the operations of                                                         (name of firm) as well as
the ownership thereof. Further, the undersigned agrees to provide, through the prime contractor or, if no prime, directly to
the Orange Count y School Board, current, complete, and accurate information regarding actual work performe d on the
project, the payment therefore, and any proposed changes, if any, of the foregoing arrangements and to permit the audit and
examination of book s, records and files of the named firm. Any material misrepresentation will be grounds for terminating
any contract which may be awarded and for initiating action under Federal and State laws concerning false statements.”
NOTE: If, after filing this form and before the work of this firm is completed on the contract covered by t his regulation, t here
is any significant change in the inf ormation submitted, you must inform the Orange County School Board of the change
through the prime contractor or, if no prime contractor, inform the Orange Count y School Board directly:



 Signature                                    Name (print or typed)                   Title                          Date

 Corporate Seal (where appropriate):                                                              Date:

State of
County of :

On this                   day of                          , 2006, before me appeared (name) sworn, did ex ecute the foregoing
affidavit, and did state that he or she was properly authorized by (name of firm)                                 to execute
the affidavit and did so as his or her free act and deed.

(Seal)


Notary Public:                                                  Commission Expires:




13
                   OR A N G E C OU NT Y P U B LI C S C H OOL S
                    P. O. Bo x 271                 Orlando, Florida            445 W. Amelia Street
                     32802-0271                    (407) 317-3200                      32801-1127


                   SAMPLE CONSULTING/PROFESSIONAL SERVICES AGREEMENT
                                       Appendix H


This contract is made as of the ________ day of _________ by and between the School Board of Orange
County, Florida, hereinafter referred to as Orange County Public Schools (OCPS), and
___________________a corporation authorized to do business in the State of Florida, hereinafter referred
to as the VENDOR, whose address is: _______________________, in consideration of the mutual promises
contained herein, Orange County Public Schools and the VENDOR agree:

The VENDOR'S responsibility under this Contract is to provide ________________________ as more
specifically set forth in under the Scope of Work detailed as Scope of Services Exhibit "A" and the
VENDOR’s response to the noted RFP as shown in Exhibit “B”.

This agreement shall be effective for an initial term commencing on __________ (the effective date) and
shall continue through ____________ unless terminated as provided in Article 4 – TERMINATION.
Following the initial term, the School Board and _________________ shall have the option to extend this
agreement for two (2) additional one (1) year term at the previously agreed upon terms.

Orange County Public Schools shall pay the VENDOR for satisfactory performance, as specified, subject to
additions and deletions by written Amendments as otherwise provided in this Contract.

Services of the VENDOR shall be performed in coordination with Lee Nicolls who shall act as Orange County
Public Schools’ representative during the performance of this Contract.

ARTICLE 1 - DEFINITIONS

The following definitions of terms associated with this Agreement are provided to establish a common
understanding between both parties to this Agreement, as to the intended usage, application, and
interpretation of terms pertaining to this Agreement.

“OCPS” means Orange County Public Schools, a political subdiv ision of the State of Florida, and any offic ial
and/or employees thereof who shall be duly authorized to act on Orange County Public Schools’ behalf
relative to this Agreement.

"VENDOR" means the indiv idual or firm offering professional services, which has executed this Agreement,
and which shall be legally obligated, responsible, and liable for providing and performing any and all of the
services, work and materials, including serv ices and/or work of sub-VENDORs, required under the
covenants, terms and provisions contained in this Agreement and any and all Amendments thereto.

“AGREEMENT” refers to the executed Contract between Orange County Public Schools and the VENDOR.

"PROFESSIONAL SERVICES" means all of the services, work, materials and all related professional, technical
and administrative activ ities which are necessary to be provided and performed by the VENDOR and its
employees and any and all sub-VENDORs the VENDOR may engage to provide, perform and complete the
services required pursuant to the covenants, terms and provisions of this Agreement.


14
"SUB-VENDOR" means any individual or firm offering professional serv ices which is engaged by the
VENDOR to assist the VENDOR in prov iding and performing the professional services, work and materials
for which the VENDOR is contractually obligated, responsible and liable to prov ide and perform under this
Agreement. Orange County Public Schools shall not be a party to, responsible or liable for, or assume any
obligation whatsoever for any Agreement entered into between the VENDOR and any SUB -VENDOR.

"SERVICES" means the professional services set forth and required, pursuant to the Agreement and
described in further detail in Exhibit “A".

"ADDITIONAL SERVICES" means any professional services that Orange County Public Schools may request
the VENDOR to provide and perform pursuant to this Agreement, which are not included in the SERVICES.

"PARTIES" mean the signatories to this Agreement.

"CONTRACT AMENDMENT" means a written document authorized by this Agreement which, when executed
by both parties, sets forth any changes to the "Scope of Professional Services" that contemplates a change
in the services, work, and materials to be prov ided and performed by the VENDOR pursuant to this
Agreement, sets forth the basis of compensation due to the VENDOR therefore, and sets forth the time
period and/or schedule for performance and completion thereof.

"CONTRACT PROJECT MANAGER" means Orange County Public School's Project Manager, or designee who
shall be the point of contact between the VENDOR and Orange County Public Schools. The CONTRACT
MANAGER, within the authority conferred by Policy, acting as Orange County Public School's designated
representative shall issue written notification to the VENDOR of any and all changes, when duly approved
pursuant to this Agreement, in the VENDOR'S: (l) compensation (2) time and/or schedule of service
delivery: (3) scope of services; and (4) any other Amendment(s) or change(s) pertaining to this Agreement.
The CONTRACT MANAGER shall be responsible for acting on Orange County Public School's behalf to
administer, coordinate, interpret and otherwise manage the contractual provisions and requirements set
forth in this Agreement, or CONTRACT AMENDMENT(S) issued there under.

“FLEXIBLE SPENDING ACCOUNT (FSA)” means the Orange County Public Schools’ Medical Expense Flexible
Spending Account and Dependent Care Flexible Spending Account maintained under a reimbursement plan.

“PARTICIPANT” means Eligible Employee who has elected to participate in any one of the plans.


ARTICLE 2 - PAYMENTS TO VENDOR

Orange County Public Schools shall pay to the VENDOR for services rendered as outlined in Exhibit C,
(Compensation); these fees include all direct charges, indirect charges and reimbursable expenses, if any.

2.1    Record Keeping and Finance Controls. With respect to the Scope of Work performed on a cost
       basis by VENDOR pursuant to the Agreement, VENDOR shall keep full and detailed accounts and
       exercise such controls as may be necessary for proper financial management, using accounting and
       control systems in accordance with generally accepted accounting principles. During the
       performance of the Services and for a period of three (3) years after Final Payment, OCPS shall be
       afforded access from time to time, upon reasonable notice, to VENDOR’s records, books,
       correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda and other data
       relating to the Scope of Work performed on a cost basis in accordance with the Agreement as


15
       deemed related or relevant by OCPS.
2.2    Timely and accurate completion of work is important. Outlined in Exhibit “D” are the Performance
       Standards and the financial penalties attached to each standard.

ARTICLE 3 - TRUTH-IN-NEGOTIATION CERTIFICATE

Signature of this Contract by the VENDOR shall act as the execution of a truth-in-negotiation certificate
certifying that the wage rates and costs used to determine the compensation provided for in this Contract
are accurate, complete and current as of the date of the Contract.

The said rates and costs shall be adjusted to exclude any significant sums should Orange County Public
Schools determine that the rates and costs were increased due to inaccurate, incomplete or noncurrent
wage rates or due to inaccurate representations of fees paid to outside VENDORS. Orange County Public
Schools shall exercise its rights under this "Certificate" within one year following final payment.

ARTICLE 4 - TERMINATION

VENDOR shall give Orange County Public Schools written notice of any failure to perform under this
Contract. If Orange County Public Schools fails to correct said failure within 10 working days this Contract
may be terminated by the VENDOR upon 30 calendar days prior written notice to Orange County Public
Schools in the event of failure by Orange County Public Schools to perform in accordance with the terms of
this Contract through no fault of the VENDOR. It may also be terminated by Orange County Public Schools
with or without cause upon 30 days upon written notice sent by certified mail to the VENDOR. Unless the
VENDOR is in breach of this Contract, the VENDOR shall be paid for services rendered to Orange County
Public School's satisfaction through the date of termination and to other monies or charges that shall be
due VENDOR. After receipt of a Termination Notice and except as otherwise directed by Orange County
Public Schools the VENDOR shall:

       A.     Stop work on the date and to the extent specified.

       B.     Terminate and settle all orders and subcontracts relating to the performance of the
              terminated work.

       C.     Transfer all work in process, completed work, and other material related to the terminated
              work to Orange County Public Schools and at the option of Orange County Public Schools,
              transfer all Contracts with subcontractors to Orange County Public Schools. All Contracts
              with subcontractors shall provide that the contract is assignable and assumable by Orange
              County Public Schools.

       D.     Continue and complete all parts of the work up to the point of termination.

Orange County Public Schools may also choose to give VENDOR 60 days notice to correct a failure to
perform. If, in Orange County Public Schools sole discretion, VENDOR fails to cure the failure to perform
VENDOR agrees to transfer services to another vendor selected by OCPS and reimburse OCPS an amount
equal to the total amount paid to VENDOR in accordance with the compensation schedule (attached as
Exhibit C and incorporated herein) for services rendered during the 60-day opportunity to cure period.




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ARTICLE 5 - PERSONNEL

The VENDOR represents that it has, or will secure at its own expense, all necessary personnel required to
perform the services under this Contract. Such personnel shall not be employees of or have any
contractual relationship with Orange County Public Schools.

All of the services required herein under shall be performed by the VENDOR or under its supervision, and all
personnel engaged in performing the services shall be fully qualified and, if required, authorized or
permitted under the state and local law to perform such services.

Any changes or substitutions in the VENDOR'S account manager must be made known to Orange County
Public School’s representative as soon as is reasonably possible. Cornerstone agrees to work closely with
OCPS in replacing this person to ensure that the work and cooperation between the two organizations is
efficient and mutually productive to both parties. Any changes to the service team for OCPS by
Cornerstone, Cornerstone will make best efforts to provide 30 days notice or more when available.

ARTICLE 6 – SUB-VENDOR

Orange County Public Schools reserves the right to accept the use of a sub-VENDOR or to reject the
selection of a particular sub- VENDOR and to inspect all facilities of any sub-VENDOR in order to make a
determination as to the capability of the sub-VENDOR to perform properly under this Contract.

If a sub-VENDOR fails to perform, as required by this Contract, and it is necessary to replace the sub-
VENDOR to complete the work in a timely fashion, the VENDOR shall promptly do so, subject to ac ceptance
of the new sub-VENDOR by Orange County Public Schools.

VENDOR will not be discharged from any obligation assumed under this agreement by retaining the services
of a sub-VENDOR. Also, VENDOR agrees to indemnify OCPS for any loss, injury or damage caused by a
negligent act or omission on behalf of any sub-VENDOR retained to perform under this agreement.

ARTICLE 7 - FEDERAL AND STATE TAX

Orange County Public Schools is exempt from Federal Tax and State Tax for Tangible Personal Property.
Orange County Public Schools will sign an exemption certificate submitted by the VENDOR. The VENDOR
shall not be exempted from paying sales tax to their suppliers for materials to fulfill contractual obligations
with Orange County Public Schools, nor shall the VENDOR be authorized to use Orange County Public
School’s Tax Exemption Number in securing such materials.

The VENDOR shall be responsible for payment of its own FICA and Social Security benefits with respect to
this Contract.

ARTICLE 8 - AVAILABILITY OF FUNDS

The obligations of Orange County Public Schools under this Contract are subject to the availability of funds
lawfully appropriated for its purpose by the State of Florida and Orange County Public Schools.

ARTICLE 9 – INSURANCE




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A.   The VENDOR shall procure and maintain for the duration of the contract insurance against claims for
     injuries to persons or damages to property which may arise from or in connection with the
     performance of the work hereunder by the VENDOR, its agents, representatives, employees or
     subcontractors.

B.   All insurance policies shall be issued by companies authorized to do business under the laws of the
     State of Florida with a Bests' Rating of no less than A: VII. The VENDOR shall furnish Certificates of
     Insurance to Orange County Public Schools, for approval, prior to the commencement of work. The
     Certificate shall clearly indicate that the VENDOR has obtained insurance of the type, amount, and
     classification as required for strict compliance with this contract and that no material change or
     cancellation of the insurance shall be effective without ten (10) calendar days prior written notice to
     Orange County Public Schools. Compliance with the foregoing requirements shall not relieve the
     VENDOR of its liability and obligations under this Contract.

C.   The VENDOR shall maintain during the term of this Contract, standard Professional Liability
     Insurance, or Errors and Omissions Insurance, of not less than $1,000,000 combined single limit.

D.   Minimum limits of Insurance:

     Workers Compensation Insurance -        Statutory Limits
     Employer Liability-                     $1,000,000/1,000,000
     General Liability - $1,000,000 minimum per occurrence to include:

     1.     Products - Completed Operations       1,000,000
     2.     Personal & Advertising Injury         1,000,000
     3.     Each Occurrence                               1,000,000
     4.     Fire Damage                                     100,000
     5.     Medical Expense (Any one Person)         50,000

E.   The VENDOR shall maintain, during the life of this Contract, comprehensive automobile liability
     insurance in the amounts of not less than $1,000,000 combined single limit bodily injury and
     $50,000 property damage to protect the VENDOR from claims for damages for bodily injury,
     including wrongful death, as well as from claims for property damage, which may arise from the
     ownership, use, or maintenance of owned and non-owned automobiles, including rented
     automobiles whether such operations be by the VENDOR or by anyone directly or indirectly
     employed by the VENDOR.

F.   The VENDOR shall maintain, during the life of this Contract, adequate Workers Compensation
     Insurance and Employer's Liability Insurance in at least such amounts as are required by law for all
     of its employees performing work for Orange County Public Schools pursuant to this Contract.

G.   All insurance, other than Professional Liability and Workers Compensation to be maintained by the
     VENDOR shall specifically include Orange County Public Schools as an "Additional Insured".

     Certificates of Insurance shall also contain a valid prov ision or endorsement that these policie s may
     not be canceled, terminated, changed, or modified without a ten (10) calendar days' written notice
     to Orange County Public Schools.        In the cancellation clause the word "ENDEAVOR" shall be
     excluded and the number 10 inserted in the blank space provided before the word "days prior



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       notice...” All contractor policies are to be considered primary to Orange County Public School’s
       coverage and shall not contain co-insurance provisions.

ARTICLE 10 - TIME OF ESSENCE:

Time is of the essence concerning the performance of all terms and conditions of this Contract. VENDOR
acknowledges that the work to be performed herein and pursuant to the attachments hereto is to be
completed within the terms of the RFP, scope of services (Exhibit A) and the performance standards
(Exhibit D).

ARTICLE 11 - STANDARD OF CARE

In providing services under this agreement, the VENDOR will endeavor to perform in a manner consistent
with that degree of care and skill ordinarily exercised by members of the same profession currently
practicing under similar circumstances. Upon notice by Orange County Public Schools, the VENDOR will
without additional compensation, correct those services not meeting such a standard.

ARTICLE 12 - INDEMNIFICATION

The VENDOR shall indemnify and hold harmless Orange County Public Schools, its officers, agents, and
employees harmless from and against all claims, suits, actions, damages and/or cause of action which may
arise from any negligent act or omission of the VENDOR, its agents, servants, or employ ees as a result of
the performance of services under this Contract, and from and against all costs, attorney's fees, expenses
and liabilities incurred in or by reason of the defense of any such claim, suit or action, and the investigation
thereof. Nothing in the Contract shall be deemed to affect the rights, privileges and immunities of Orange
County Public Schools as set forth in Florida Statutes 768.28.

ARTICLE 13 - SUCCESSORS AND ASSIGNS

Orange County Public Schools and the VENDOR each binds itself and its partners, successors, executors,
administrators and assigns to the other party of this Contract and to the partners, successors, executors,
administrators and assigns of such other party, in respect to all covenants of this Contract. Except as
above, neither Orange County Public Schools nor the VENDOR shall assign, sublet, convey or transfer its
interest in this Contract without the written consent of the other. Nothing herein shall be construed as
creating any personal liability on the part of any officer or agent of Orange County Public Schools, which
may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other
than Orange County Public Schools and the VENDOR.

ARTICLE 14 - REMEDIES

This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary
arising out of the contract will have its venue in Orange County and the contract will be interpreted
according to the laws of Florida. No remedy herein conferred upon any party is intended to be exclusive of
any other remedy, and each and every other remedy given hereunder or now or hereafter existing at law or
in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or
remedy hereunder shall preclude any other or further exercise thereof.


ARTICLE 15 - CONFLICT OF INTEREST


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The VENDOR 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, as
provided for in Florida Statutes 112.311. The VENDOR further represents that no person having any
interest shall be employed for said performance. The VENDOR shall promptly notify Orange County Public
Schools in writing by certified mail of all potential conflicts of interest for any prospective business
association, interest or other circumstances which may influence or appear to influence the VENDOR'S
judgment or quality of services being prov ided hereunder. Such written notification shall identify the
prospective business association, interest or circumstances, the nature of work that the VENDOR may
undertake and request an opinion of Orange County Public Schools as to whether the association, interes t
or circumstance would, in the opinion of Orange County Public Schools, constitute a conflict of interest if
entered into by the VENDOR. Orange County Public Schools agrees to notify the VENDOR of its opinion by
certified mail within 30 calendar days of receipt of notification by the VENDOR. If, in the opinion of Orange
County Public Schools, the prospective business association, interest or circumstance would not constitute a
conflict of interest by the VENDOR, Orange County Public Schools shall so state in the notification and the
VENDOR shall, at its option, enter into said association, interest or circumstance and it shall be deemed not
in conflict of interest with respect to services provided to Orange County Public Schools by the VENDOR
under the terms of this Contract. If Orange County Public Schools in its sole discretion determines that
there is a conflict, the VENDOR shall not enter into or terminate the Contract with the business associate.

ARTICLE 16 - ARREARS

The VENDOR shall not pledge Orange County Public School’s credit or make it a guarantor of payment or
surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The VENDOR further
warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the
terms of the Contract.

ARTICLE 17 - DISCLOSURE OF OWNERSHIP OF DOCUMENTS

The VENDOR shall deliver to Orange County Public Schools for approval and acceptance, and before eligible
for final payment of any amounts due, all documents and materials prepared by and for Orange County
Public Schools under this Contract.

All written and oral information not in the public domain or not previously known, and all information and
data obtained, developed, or supplied by Orange County Public Schools at its expense will be kept
confidential by the VENDOR and will not be disclosed to any other party, directly or indirectly, without
Orange County Public School’s prior written consent unless required by a lawful order of court. All
drawings, maps, sketches, and other data developed, or purchased, under this Contract or at Orange
County Public School’s expense shall be and remain its property and may be reproduced and reused at the
discretion of Orange County Public Schools.

If and as requested, Orange County Public Schools shall comply with the prov isions of Chapter 119, Florida
Statutes (Public Record Law).

ARTICLE 18 - INDEPENDENT VENDOR RELATIONSHIP

The VENDOR is, and shall be, in the performance of all work serv ices and activities u nder this Contract, an
Independent Contractor, and not an employee, agent, or servant of Orange County Public Schools. All
persons engaged in any of the work or services performed pursuant to this Contract shall at all times, and


20
in all places, be subject to the VENDOR'S sole direction, supervision, and control. The VENDOR shall
exercise control over the means and manner in which it and its employees perform the work, and in all
respects the VENDOR'S relationship and the relationship of its employees to O range County Public Schools
shall be that of an Independent Contractor and not as employees or agents of Orange County Public
Schools. The VENDOR does not have the power or authority to bind Orange County Public Schools in any
promise, agreement or representation other than specifically prov ided for in this agreement.

ARTICLE 19 - CONTINGENT FEES

The VENDOR warrants that it has not employed or retained any company or person, other than a bona fide
employee working solely for the VENDOR to solicit or secure this Contract and that it has not paid or agreed
to pay any person, company, corporation, indiv idual, or firm, other than a bona fide employee working
solely for the VENDOR, any fee, commission, percentage, gift, or any other consideration contingent upon
or resulting from the award or making of this Contract.

ARTICLE 20 - ACCESS AND AUDITS

The VENDOR shall maintain adequate records to justify all charges, expenses, and costs incurred in
performing the work for at least three (3) years after completion of this Contract. Orange County Public
Schools or its duly authorized representatives shall have access to such books, records, and documents as
required in this section for the purpose of inspection, audit, excerpts and transcription during normal
business hours, at Orange County Public School’s cost, upon five (5) days written notice.

ARTICLE 21 - NONDISCRIMINATION

The VENDOR warrants and represents that all of its employees are treated equally during employment
without regard to race, color, religion, sex, age, disability or national origin.

ARTICLE 22 - SURVIVAL

All covenants, agreements, representations and warranties made herein, or otherwise made in writing by
any party pursuant hereto, including but not limited to any representations made herein relating to
disclosure or ownership of documents, shall survive the execution and delivery of this Contract and the
consummation of the transactions contemplated hereby.

ARTICLE 23 - ENTIRETY OF CONTRACTUAL AGREEMENT

Orange County Public Schools and the VENDOR agree that this Contract and any documents made a part
thereof, sets forth the entire agreement between the parties, that there are no promises or understandings
other than those stated herein. None of the prov isions, terms and conditions contained in this Contract
may be added to, modified, superseded or otherwise altered, except by written instrument executed by the
parties hereto.

ARTICLE 24 - AUTHORITY TO PRACTICE

The VENDOR hereby represents and warrants that it has and will continue to maintain all licenses and
approvals required conducting its business, and that it will at all times conduct it business activities in a
reputable manner.



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ARTICLE 25 - AMENDMENTS AND MODIFICATIONS

No amendments and/or modifications of this contract shall be valid unless in writing and signed by each of
the parties.

Orange County Public Schools reserves the right to make changes in the Scope of Work, including
alterations, reductions, therein or additions thereto. Upon receipt by the VENDOR of Orange County Public
School’s notification of a contemplated change, the VENDOR shall (1) if requested by OCPS, provide an
estimate for the increase or decrease in cost due to the contemplated change, (2) notify Orange County
Public Schools of any estimated change in the completion date, and (3) advise Orange County Public
Schools in writing if the contemplated change shall effect the VENDOR'S ability to meet the completion
dates or schedules of this Contract.

If Orange County Public Schools so instructs, in writing, the VENDOR shall suspend work on that portion of
the Work affected by a contemplated change pending Orange County Public School’s decision to proceed
with the change.

If Orange County Public Schools elects to make the change, Orange County Public Schools shall issue a
Contract Amendment or Change Order and the VENDOR shall not commence work on any such change until
such written amendment or change order has been issued and signed by each of the parties.

ARTICLE 26 – MINORITY BUSINESS ENTERPRISE PROGRAM

Vendor shall comply with the district’s current MWBE and LDB policies and procedures. The vendor’s MWBE
goal for this bid is twelve percent (12%) and vendor’s LDB goal for this contract is ten percent (10%).
With each invoice submitted by vendor, as a condition precedent to its entitlement to payment, vendor shall
also submit, on the form attached as part of Exhibit I, a monthly written report to OCPS concerning the
status of all payments owed and paid by vendor to its various MWBE and LDB subcontractors and
suppliers. Said monthly status report shall be in such form and contain such detail as may be required by
OCPS.

VENDOR shall add a Minority-owned business affiliation to its “approved vendor” list, for this project only.
This is addressed by vendor in Exhibit “E”.

ARTICLE 27 - ADDITIONAL SERVICES

Should Orange County Public Schools require additional services of the VENDOR beyond the original Scope
of Services of this Contract, Orange County Public Schools and the VENDOR shall negotiate a firm fixed
price satisfactory to both parties prior to the commencement of such work.

ARTICLE 28 - COMPLIANCE WITH LAWS

The VENDOR agrees to comply with all laws, codes, rules, and regulations bearing on the conduct of work,
including those of the Federal, State, and local agencies having jurisdiction.

ARTICLE 29 - SEVERABILITY
If any terms or provision of this Contract, or the application thereof to any person or circumstances shall, to
any extent, to be held invalid or unenforceable, the remainder of this Contract, or the application of such
terms or provisions, to persons or circumstances other than those to which it is held invalid or


22
unenforceable, shall be affected, and every other term and provision of this Contract shall be deemed valid
and enforceable to the extent permitted by law.

ARTICLE 30 – CONTRACT AND DOCUMENT PRIORITY

In the event of a discrepancy between the controlling documents the order of priority shall be as follows:
(I) the contract (II) VENDORs response to the RFP (III) the Plan Documents.

ARTICLE 31 – ESCHEATMENT: Flexible Spending Accounts only

The State of Florida requires escheatment of unclaimed moneys which are unprocessed by the participants
after several years, relative to their participation in the Plan. The VENDOR is required by law to escheat
those moneys after the period prescribed by law has elapsed.

ARTICLE 32 – DISCLOSURE OF INDIVIDUALLY IDENTIFIABLE HEALTH INFORMATION

Both parties agree to the additional limitations and conditions set forth in the HIPAA Confidentiality Exhibit
E with respect to Covered Individuals’ personal identifiable health information created or received by
VENDOR in the course of performing its obligations under the Agreement. If there is a conflict between this
Agreement and the HIPAA Confidentiality Exhibit, the HIPAA Confidentiality Exhibit will control but only with
respect to the subject matter of the HIPAA confidentiality Exhibit.

ARTICLE 33 - NOTICE

All notices required in this Contract shall be sent by certified mail, return receipt request ed, and is sent to
Orange County Public Schools shall be mailed to:

               Orange County Public Schools
               Attention: Risk Management, ELC4
               445 W Amelia St.
               Orlando, FL 32801

And if sent to the VENDOR shall be mailed to:




IN WITNESS WHEREOF, The School Board of Orange County Florida, Florida has made and executed this
Contract on behalf of Orange County Public Schools and CONSULTANT has hereunto set its hand the day
and year as written below.


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CONSULTANT

WITNESS (VENDOR):                             FOR VENDOR:
______________________________          _____________________________
Signature                                           Company Name
______________________________          _____________________________
Name (Type or Print)                          Name (Type or Print)
                                 _____________________________
CORPORATE SEAL/NOTARY                   Title
                                 _____________________________
                                 Signature                 Date


Orange County Public Schools

ATTEST:                                                  For   Orange   County   Public
Schools:


By___________________________    By___________________________________
                                                         Nicholas M. Gledich,    Chief
Operations Officer

                                 Date_____________________

                                 Reviewed by:




24
                                     BUSINESS ASSOCIATE AGREEMENT
                                                    Appendix H


       This BUSINESS ASSOCIATE AGREEMENT (the “Agreement”) is entered into this                day of
    , 2008, and effective INSERT DATE (“Effective Date”), by and between THE MEDICAL
INDEMNITY PLAN OF THE ORANGE COUNTY PUBLIC SCHOOLS, an employer-sponsored group
health plan (hereinafter the “Covered Entity”), and INSERT NAME OF BUSINESS ASSOCIATE
ENTITY (hereinafter the “Business Associate”). In this Agreement, the Covered Entity and the Business
Associate shall be collectively refereed to as the “Parties”.

            WITNESSETH

       WHEREAS, the Parties have a prior agreement dated INSERT DAY AND MONTH, 2008
(the “Service Agreement”) under which the Business Associate regularly uses and/or discloses Protected
Health Information (“PHI”) in its performance of the Services described below;

       WHEREAS, both Parties are committed to complying with the privacy rules and regulations of the
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

         NOW, THEREFORE, in consideration of the terms, conditions, covenants, agreements and obligations herein
stated, the Parties agree and covenant to abide by the terms hereto regarding the handling of P HI during the term of
their Service Agreement and after its termination, as follows:

I.      DEFINITIONS

        The following definitions shall apply to this Agreement:

1.1     Designated Record Set shall mean a group of records maintained by or for the Covered Entity that
        is: (a) the medical records and billing records about individuals maintained by or for the Covered
        Entity; (b) the enrollment, payment, claims adjudication, and case or medical management record
        systems maintained by or for a health plan; or (c) used, in whole or in part, by or for the Covered
        Entity to make decisions about individuals. As used herein the term “Record” means any item,
        collection, or grouping of information that includes Protected Health Information and is maintained,
        collected, used, or disseminated by or for the Covered Entity.

1.2     Disclosure shall mean the release, transfer, provision of access to, or divulging in any other manner
        of information outside the entity holding the information.

1.3     Electronic Media shall mean the mode of electronic transmissions. It includes the Internet, extranet
        (using Internet technology to link a business with information only accessible to collaborating
        parties), leased lines, dial- up lines, private networks, and those transmissions that are physica lly
        moved from one location to another using magnetic tape, disk, or compact disk media

1.4     Individually Identifiable Health Information shall mean information that is a subset of health
        information, including demographic information collected from an ind ividual, and: (1) Is created or
        received by a health care provider, health plan, employer, or health care clearinghouse; and (2)


25
       Relates to the past, present, or future physical or mental health or condition of an individual; the
       provision of health care to an individual; or the past, present, or future payment for the provision of
       health care to an individual; and (i) That identifies the individual; or (ii) With respect to which there
       is a reasonable basis to believe the information can be used to identify the individual.

1.5    Privacy Standards shall mean the Standards for Privacy of Individually Identifiable Health
       Information, 45 C.F.R. Parts 160 and 164.

1.6    Protected Health Information. Individually identifiable health information that is or has been
       transmitted or maintained in any form or medium, with the exception of education records covered
       under the Family Educational Rights and Privacy Act and the health care records of students at post-
       secondary educational institutions or of students 18 years of age or older, which are made,
       maintained, or used exclusively for their health care treatment and which have not been disclosed to
       anyone other than the persons providing treatment or a health care provider at the student’s request.

1.7    Regulations. Standards for Privacy of Individually Identifiable Health Information promulgated by
       the Secretary pursuant to the Administrative Simplification provisions of the Health Insurance
       Portability and Accountability Act of 1996.

1.8    Secretary. Secretary of the U.S. Department of Health and Human Services or any other officer or
       employee of the Department of Health and Human Services to whom the authority involved has been
       delegated.

1.9    Use. With respect to individually identifiable health information, use is the sharing, employment,
       application, utilization, examination, or analysis of such information within an entity that maintains
       such information.


II.    SERVICES

       Pursuant to the Service Agreement, Business Associate provides plan administration services (the
       “Services”) for the Covered Entity that involve the use and disclosure of PHI. Business Associate
       agrees to only use and disclose PHI as authorized by this Agreement or applicable law.


III.   PRIVACY OF PROTECTED HEALTH INFORMATION

3.1    Permitted Uses and Disclosures of PHI by Business Associate.

       Business Associate may use and disclose Protected Health Information only as required to satisfy its
       obligations under this Agreement, as permitted herein, or required by Law, but shall not otherwise
       use or disclose any Protected Health Information. Business Associate shall not use or disclose
       Protected Health Information received from the Covered Entity in any manner that would constitute a
       violation of the Privacy Standards if used by the Covered Entity, a nd shall ensure that its members,
       managers, employees, contractors and agents do not use or disclose Protected Health Information
       received from the Covered Entity in any manner that would constitute a violation of the Privacy
       Standards, except that Business Associate may use Protected Health Information for its proper


26
      management and administrative services, or to carry out the legal responsibilities of the Business
      Associate. Such services and legal responsibilities shall include, but are not necessarily li mited to, the
      following disclosures: (1) to its officers, employees, subcontractors and agents for the purpose of
      providing Services to Covered Entity; (2) as directed by Covered Entity; and (3) as otherwise
      permitted by this Agreement or applicable law. The Business Associate acknowledges that, as
      between the Business Associate and the Covered Entity, all Protected Health Information shall be and
      remain the sole property of the Covered Entity. The Business Entity further represents that, to the
      extent it requests that the Covered Entity disclose Protected Health Information to the Business
      Associate, such a request is only for the minimum necessary Protected Health Information for the
      accomplishment of the Business Associate’s purpose

3.2   Responsibilities of Business Associate. Regarding the use or disclosure of PHI, Business Associate
      hereby agrees to perform the following:

         3.2.1   Only use or further disclose the PHI as allowed under this Agreement or applicable law.

         3.2.2   Only use or further disclose PHI in a manner that would not violate the Regulations if
                 done so by the Covered Entity.

                 3.2.3       Use commercially reasonable efforts to maintain security of PHI, including
                 without limitation, abiding by Covered Entity’s policies and procedures pertaining to
                 security of PHI pursuant to Section 3.3 of this Agreement.

         3.2.4   Establish and implement appropriate safeguards to prevent improper uses or disclosures of
                 PHI and procedures for mitigating, to the greatest extent possible under the circumstances,
                 any harmful effects from any improper use or disclosure of PHI that Business Associate
                 reports to Covered Entity.

         3.2.5   Report to Covered Entity’s Privacy Officer, in writing, any use or disclosure of the PHI
                 not permitted or required by this Agreement or by law of which Business Associate
                 becomes aware within five (5) days of Business Associate’s discovery of such
                 unauthorized use or disclosure and 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.

         3.2.6   Ensure that Business Associate’s subcontractors or agents to whom Business Associate
                 provides PHI, received from or created or received by the Business Associate on behalf of
                 the Covered Entity, agree to the same restrictions and conditions that apply to the
                 Business Associate with respect to such PHI.

         3.2.7   Document such disclosures of PHI and information related to such disclosures as would
                 be required for the Covered Entity to respond to a request for an accounting of disclosures
                 of PHI in accordance with the Regulations. Within twenty (20) days after notice by the
                 Covered Entity to the Business Associate that it has received a request for an accounting
                 of disclosures of Protected Health Information, other than related to the treatment of the
                 patient, the processing of payments related to such treatment, or the health care operations
                 of a Practice or its Business Associate and not relating to disclosures made earlier than six
                 (6) years prior to the date on which the accounting was requested, the Business Associate

27
             shall make available to the Covered Entity such information as is in the Business
             Associate’s possession and is required for the Covered Entity to make the accounting
             required by 45 C.F.R. § 164.528, as amended. At a minimum, the Business Associate
             shall provide the Covered Entity with the following information: (1) the date of the
             disclosure, (2) the name of the entity or person who received the Protected Health
             Information, and if known, the address of such entity or person, (3) a brief description of
             the Protected Health Information disclosed, and (4) a brief statement of the purpose of
             such disclosure which includes an explanation of the basis for such disclosure. In the
             event the request for an accounting is delivered directly to the Business Associate, the
             Business Associate shall, within ten (10) days after its receipt of such request, forward
             such request to the Covered Entity. The Business Associate shall implement an
             appropriate recordkeeping process to enable it to comply with the requirements of this
             Section

     3.2.8   Make available to Covered Entity during normal business hours at Business Associate’s
             offices all records, books, agreements, policies and procedures relating to the use a nd
             disclosure of PHI within five (5) business days of written notice for purposes of enabling
             Covered Entity to determine Business Associate’s compliance with the Agreement.

     3.2.9   Make Business Associate’s records, books, agreements and policies, and procedures
             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 Regulations.

     3.2.10 Use or disclose to its subcontractors, agents or other third parties, and request from
            Covered Entity, only the minimum PHI necessary to perform or fulfill a specific function
            required or permitted hereunder.

     3.2.11 Provide information to Covered Entity to permit Covered Entity to respond to a request by
            an individual for an accounting of disclosures, within thirty (30) days of receiving a
            written request from Covered Entity.

     3.2.12 At the request of, and in the time and manner designated by Covered Entity, provide
            access to the PHI maintained by Business Associate to Covered Entity or individual.

     3.2.13 At the request of, and in the time and manner designated by Covered Entity, make any
            amendment(s) to the PHI when directed by Covered Entity. Within twenty (20) days after
            receipt of a request from the Covered Entity for the amendment of an individual’s
            Protected Health Information or a record regarding an individual contained in a
            Designated Record Set (for so long as the Protected Health Information is maintained in
            the Designated Record Set), the Business Associate shall provide such information to the
            Covered Entity for amendment and incorporate any such amendments in the Protected
            Health Information as required by 45 C.F.R. §164.526, as amended

     3.2.14 The Business Associate agrees to notify the Covered Entity within ten (10) days after the
            Business Associate’s receipt of any request or subpoena for Protected Health Information.
            To the extent that the Covered Entity decides to assume responsibility for challenging the


28
                  validity of such request, the Business Entity shall cooperate fully with the Covered Entity
                  in such challenge.

           3.2.15 Provide, at its own expense, general liability coverage or errors and omissions liability
                  coverage for Covered Entity with minimum limits of $1 million per occurrence and $3
                  million per annual aggregate, which shall cover Business Associate’s obligations to
                  Covered Entity under this Agreement, regardless of when the claim is brought. All
                  insurance shall name Covered Entity as a certificate holder and Business Associate shall
                  furnish or cause insurance carrier to furnish a certificate of insurance to Covered Entity as
                  evidence of such coverage on the Effective Date herein. This insurance shall not be
                  changed or canceled without at least thirty (30) days’ prior written notice to Covered
                  Entity (unless such cancellation is due to nonpayment of premiums, in which event ten
                  (10) days’ prior written notice shall be provided).

3.3    Compliance with Cove red Entity’s Policies. Business Associate hereby agrees to abide by Covered
       Entity’s policies and procedures relating to the confidentiality, privacy and security of PHI as
       Business Associate becomes aware of such polices and procedures.

3.4    Use of PHI for Manage ment and Administration or Legal Responsibilitie s of Business
       Associate. The Business Associate may use PHI received by the Covered Entity pursuant to this
       Agreement for: (1) the proper management and administration of the Business Associate; or (2) to
       carry out the legal responsibilities of the Business Associate.

       The Business Associate, however, will only be allowed to use PHI for the aforementioned uses if: (1)
       the disclosure is required by law; or (2) the Business Associate obtains reasonable assurances from
       the person to whom the PHI is disclosed that it will be held confidentially and used or further
       disclosed only as required by law or for the purpose for which it was disclosed to the person, AND
       the person notifies the Business Associate of any instances in which the person is aware of a
       confidentiality breach of PHI.

3.5    Data Aggregation Services. With respect to PHI created or received by the Business Associate in its
       capacity as the Business Associate of the Covered Entity, Business Associate may combine such PHI
       it has received from the Covered Entity with the PHI received by the Business Associate in its
       capacity as a business associate of another covered entity, to permit data analyses that relate to the
       health care operations of the respective covered entities, if data analyses is part of the Services that
       Business Associate is to provide under the Service Agreement.


IV.    CONFIDENTIALITY

In the course of performing under this Agreement, each Party may receive, be exposed to or acquire the
confidential information including, without limitation, all information, data, reports, records, summaries,
tables and studies, whether written or oral, fixed in hard copy or contained in any computer data base or
computer readable form, as well as any information identified as confidential (“Confidential Information”) of
the other Party. For purposes of this Agreement, Confidential Information shall not include PHI, the security
and privacy of which is the subject of this Agreement in Section III. The Parties including their employees,
agents, or representatives (i) shall not disclose to any third party the Confidential Information of the other


29
Party except as otherwise permitted by this Agreement, (ii) only permit use of such Confidential Information
by employees, agents and representatives having a need to know in connection with performance under this
Agreement, and (iii) advise each of their employees, agents, and representatives of their obligations to keep
such Confidential Information confidential. This provision shall not apply to Confidentia l Information: (a)
after it becomes publicly available through no fault of either Party; (b) which is later publicly released by
either Party in writing; (c) which is lawfully obtained from third parties without restriction; or (d) which can
be shown to be previously known or developed by either Party independently of the other Party.


IV.    TERMINATION

5.1    Covered Entity’s Right to Terminate Immediately. Covered Entity is authorized to terminate the
       Service Agreement and this Agreement immediately if Cove red Entity determines that Business
       Associate has violated a material term of this Agreement that pertains to PHI and has failed to cure
       the breach or end the violation to the satisfaction of Covered Entity within fifteen (15) days;
       provided, however, the effective date of the actual termination of Services shall be within the
       discretion of Covered Entity and shall be communicated to Business Associate in writing by Covered
       Entity.

5.2    Effect of Te rmination. Termination of the Service Agreement and this Agreement shall not affect
       any claims or rights that arise based on the acts or omissions of the Parties prior to the effective date
       of termination.

5.3    Automatic Termination. This Agreement will automatically terminate without any further action of
       the Parties upon the termination or expiration of the Service Agreement.

5.4    Duties of Business Associate Upon Te rmination. When the Service Agreement and this Agreement
       are terminated, the PHI that Business Associate received from or created or received on behalf of
       Covered Entity must be destroyed or returned to Covered Entity within forty-five (45) days including
       all PHI in the possession of Business Associate’s subcontractors or agents; provided, however, if
       Covered Entity determines that returning or destroying PHI is not feasible, Business Associate must
       maintain the privacy protections under this Agreement and according to applicable law for as long as
       Business Associate retains the PHI, and Business Associate may only use or disclose the PHI for the
       specific uses or disclosures that make it necessary for Business Associate to retain the PHI. If, after
       consultation with Business Associate, Covered Entity determines that it is impractical for Business
       Associate to obtain PHI in the subcontractor or agent’s possession, Business Associate must provide
       a written explanation to Covered Entity of such reasons and require the subcontractors and agents to
       agree to extend any and all protections, limitations and restrictions contained in this Agreement to t he
       subcontractors or agents’ use or disclosure of any PHI retained after the termination of this
       Agreement, and to limit any further uses or disclosures for the purposes that make the return or
       destruction of the PHI impractical.

VI.    INDEMNIFICATION

Business Associate shall indemnify, hold harmless and, at Covered Entity’s request, defend Covered Entity
from and against any and all costs, liabilities, losses, and expenses (including, without limitation, reasonable
attorneys’ fees and court costs) (collectively, “Losses”) resulting from any claim, suit, action, or proceeding


30
(“Claim”), regardless of the theory or cause of action upon which the Claim is based, brought by any third
party against Covered Entity arising from or related to breach by Business Associate or Business Associate’s
employees, officers, agents or subcontractors of any of its obligations under this Agreement, including,
without limitation, its confidentiality obligations. For any claim for which Covered Entity is entitled to
indemnification hereunder, Covered Entity shall: (a) provide Business Associate prompt written notice of the
existence of any such Claim upon Covered Entity’s receipt or knowledge of it and; (b) defend such claim or
permit Business Associate to control the defense of the Claim. If Covered Entity requests Business
Associate to defend such claim, Business Associate shall not enter into any settlement or other Agreement
with respect to any Claim that imposes any duty or obligation on Covered Entity, or provides for an
admission of fault on the part of Covered Entity, without Covered Entity’s prior written consent. Business
Associate’s obligation to indemnify shall survive the expiration or termination of this Agreement regarding
any claim brought under this Agreement.

VII.     REPRESENTATIONS OF BUSINESS ASSOCIATE

As of the Effective Date and throughout the term of this Agreement, Business Associate represents, warrants
and covenants to Covered Entity the following, which constitute a material inducement for Covered Ent ity to
enter into this Agreement:

7.1    Business Associate and each agent or subcontractor is capable of performing all Services required to
       be performed.

7.2    To the best of Business Associate’s knowledge after due investigation, there is no judgment, action,
       claim, suit, proceeding, administrative disciplinary action or investigation pending or threatened
       against Business Associate or any agent or subcontractor and Business Associate is not aware of any
       facts or circumstances which could serve as a basis for an action, claim, suit, proceeding,
       administrative agency disciplinary action or investigation against Business Associate or agent of
       subcontractor, which impedes or prohibits Business Associate’s or agent or subcontractor’s ability to
       perform under this Agreement;

7.3    Business Associate agrees to promptly notify Covered Entity of any fact or circumstance which is
       discovered by the Business Associate or agent or subcontractor after due investigation, during the
       term of this Agreement, which alone or with the passage of time and/or the combination with other
       reasonably anticipated factors renders or could reasonably render any of these representations and
       warranties to be untrue;

7.4    Business Associate is a Corporation duly organized, validly existing and in good standing under
       the laws of the State of INSERT NAME OF STATE .

7.5    Business Associate has full power and authority to enter into this Agreement and to perform its
       obligations under this Agreement;

7.6    The agents or subcontractors of the Business Associate have the full power and authority to perform
       its obligations under this Agreement;

7.7    Business Associate has and shall continue to operate its business in compliance with all applicable
       federal, state and local laws, rules and regulations now in effect or later adopted;


31
7.8     Agents and subcontractors have and shall continue to operate in compliance with all applicable
        federal, state and local laws, rules and regulations now in effect or later adopted;

7.9     The execution, delivery and performance by Business Associate of this Agreement has been duly
        authorized by all necessary organizational action of Business Associate, and does not and shall not
        violate any provision of law or regulation, or any writ, order or decree of any court, government,
        regulatory authority or agency, or any provision of the governance or organizational agreements of
        the Business Associate; and

7.10    Business Associate is not currently the subject of a voluntary or involuntary petition in bankruptcy,
        does not currently contemplate filing any such voluntary petition, and is not aware of any claim for
        the filing of an involuntary petition.


VIII. MISCELLANEOUS

8.1     Agreement Subject to All Applicable Laws. The Parties recognize and agree that this Agreement
        and their activities are governed by federal, state, and local laws, including the Social Security Act;
        regulations, rules, and policies of the U.S. Department of Health and Human Services; various state
        laws; among others, and including, without limitation, HIPAA and its accompanying Regulations.
        The Parties further recognize and agree that this Agreement is subject to new legislation, as well as
        amendments to government regulations, rules, and policies and agree to amend this Agreement
        accordingly.

8.2     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 the Parties and the respective successors
        or assigns of the Parties, any rights, remedies, obligations, or liabilitie s whatsoever.

8.3.1   Survival. The rights and obligations of the Parties in Article IV, Section 5.4 and Article VI shall
        survive termination of this Agreement indefinitely.

8.3.2   Inte rpretation. The terms and conditions of this Agreement shall supercede the terms and
        conditions of the Service Agreement that are inconsistent with or in conflict with the terms and
        conditions of this Agreement.

8.5     Amendment. This Agreement may be revoked, amended, changed or modified only by a written
        amendment executed by both Parties. The Business Associate and the Covered Entity agree to
        amend this Agreement to the extent necessary to allow either party to comply with the Privacy
        Standards, the Standards for Electronic Transactions (45 C.F.R. Parts 160 and 162, each as amended)
        and the Security Standards (45 C.F.R. Part 142, as amended) (collectively, the “Standards”)
        promulgated or to be promulgated by the Secretary or other regulations or statutes. The Business
        Associate agrees that it will fully comply with all such Standards and that it will agree to amend this
        Addendum to incorporate any material required by the Standards.

8.6     Assignment. This Agreement, including each and every right and obligation referenced herein, shall
        not be assigned by the Business Associate without the e xpress prior written consent of the Covered
        Entity.


32
8.7    Enforce ment Costs. If any legal action or other proceeding, including arbitration, is brought for the
       enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresenta tion
       in connection with any provision of this Agreement, the successful or prevailing Party or Parties shall
       be entitled to recover reasonable attorneys’ fees, paralegals’ fees, court costs and all expenses, if not
       taxable as court costs, incurred in that action or proceeding, including all appeals, in addition to any
       other relief to which such Party or Parties may be entitled. Such fees and other enforcement costs
       shall not be dischargeable in bankruptcy.

8.8    Execution/Authority. Each signatory to this Agreement represents and warrants that he or she
       possesses all necessary capacity and authority to act for, sign, and bind the respective entity or person
       on whose behalf he is signing.

8.9    Governing Law. This Agreement shall be construed and all of the rights, powers and liabilities of
       the Parties hereunder shall be determined in accordance with the laws of the State of Florida.

8.10   Notice. All notices and other communications under this Agreement shall be in writing and shall be
       deemed received when delivered personally or when deposited in the U.S. mail, postage prepaid, sent
       registered or certified mail, return receipt requested or sent via a nationally recognized and receipted
       overnight courier service, to the Parties at their respective principal o ffice of record as set forth below
       or designated in writing from time to time. No notice of a change of address shall be effective until
       received by the other Party(ies).

       Business Associate                             With a copy (which shall not constitute notice) to:
       INSERT NAME

       INSERT ADDRESS                                               ____________________________
       INSERT ADDRESS                                         ____________________________
       Attn: INSERT NAME


       Covered Entity                                 With a copy (which shall not constitute notice) to:
       The Medical Indemnity Plan of
              ___________________________
       the Orange County Public Schools                         ___________________________
       c/o Orange County Public Schools
              ___________________________
       P.O. Box 271
              ___________________________
       Orlando, Florida 32802-0271
       Attn: Director of Risk Management

8.11   Severability. If any provision of this Agreement, or the application thereof to any person or
       circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the
       application of such affected provision to persons or circumstances other than those to which it is held
       invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be
       valid and shall be enforced to the fullest extent permitted by law. It is further the intention of the
       Parties that if any provisions of this Agreement are capable of two constructions, one of which would

33
       render the provision void and the other one which would render the provision valid, then the
       provision shall have the meaning which renders it valid.

8.12   Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of the
       Parties hereto, their respective successors and permitted assigns.

8.13   Venue. Any action or preceding seeking to enforce any provision, or based on any right arising out
       of, this Agreement, shall be brought against any of the Parties in the courts of the State of Florida,
       County of Orange and each of the Parties consents to the jurisdiction of such courts (and of the
       appropriate appellate courts) in any such action or proceeding and waives any objection to venue
       therein. Process in any action or proceeding referred to in the preceding sentence may be served on
       any Party anywhere.

8.14   Waive r of Breach. No failure by a Party to insist upon the strict performance of any covenant,
       agreement, term or condition of this Agreement, shall constitute a waiver of any such breach of such
       covenant, agreement, term or condition. Any Party may waive compliance by the other Party with
       any of the provisions of this Agreement if done so in writing. No waiver of any provision shall be
       construed as a waiver of any other provision or any subsequent waiver of the same provision.

8.15   Entire Agreement. The Service Agreement, this Agreement and any addendums or attachments
       thereto shall constitute the entire understanding between the Parties as to the rights, obligations,
       duties and services to be performed thereunder.

8.16   Damages. Any limitation or exclusion of damages contained in the Service Agreement shall not
       apply to the enforcement of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed on the date first
written above.

COVERED ENTITY:                             BUSINESS ASSOCIATE:


By: ___________________________             By: ____________________________

Print Name: ____________________            Print Name:

Title: _________________________            Title:




34
                 GROUP HEALTH ADMINISTRATIVE SERVICES ONLY (ASO) QUESTIONNAIRE
                                           APPENDIX I

             Proposer(s) offering Disease Management, PBM and/or Behavioral Health/Substance Abuse
               services are to complete specific Questionnaires regardless if the services are bundled with
                           Group Health Administrative Services or Stand-Alone Carve-outs

     1.     Are you (and any other organization included in your proposal) accredited by a national
            accreditation organization? If yes, what accreditation organization? What is the date of the most
            recent accreditation status?

     2.     Provide the enrollment data requested below for the organization submitting this proposal:

     NATIONAL ENROLLMENT                         1/1/2005        1/1/2006         1/1/2007        1/1/2008
     Commercial Enrollment
     Medicare Enrollment
     Medicaid Enrollment
     Other Enrollment
     Total Enrollment
     FLORIDA ENROLLMENT                          1/1/2005        1/1/2006         1/1/2007        1/1/2008
     Commercial Enrollment
     Medicare Enrollment
     Medicaid Enrollment
     Other Enrollment
     Total Enrollment
     CENTRAL FLORIDA ENROLLMENT                  1/1/2005        1/1/2006         1/1/2007        1/1/2008
     (Orange, Osceola, Seminole, Lake,
     Polk, Brevard and Volusia
     counties)
     Commercial Enrollment
     Medicare Enrollment
     Medicaid Enrollment
     Other Enrollment
     Total Enrollment


     3.     What percentage of your Florida commercial enrollment in 2008 is from the Public Sector?

     PLAN ADMINISTRATION
     4.     Confirm your organization can administer current benefits? Provide any deviations to covered
            services and limitations/exclusions. Failure to disclose deviations that contribute to additional
            claims cost may result in the Proposer being financially liable for the additional claims cost.


35
     5.     Ad hoc reports must be available. What is the charge to OCPS?

     PROVIDER NETWORK ACCESS (Central Florida is defined as Orange, Osceola, Seminole, Lake,
     Brevard, Polk and Volusia Counties)


     6.     Provide an electronic copy (on a diskette or CD ROM, in a manipulable Excel format) of your
            most up-to-date Central Florida provider network, including TIN Numbers, Name, Address, City,
            Zip Code, County and Specialty for the network that you are proposing for HMO-like (In-network
            only) and PPO-like (In-network and Out-of-Network) benefit plan designs.

     7.     Are member satisfaction surveys conducted? If so, how often are these conducted and what
            population (geographic area and number of surveys) are the surveys sent too? How is feedback
            provided back to the providers, facilities and hospitals?

     8.     Please indicate your contract status with the following local acute care hospitals or hospital
            systems. Please confirm that all hospitals within the system identified are contracted or note
            deviations:

Hospital or                                                 Contract Expiration           Date of Last
                                   Contract Status
Hospital System                                                    Date                 Contract Change
Adventist Health
System (Florida)
Orlando Health
HCA (Florida)
Health Central
Leesburg Regional
Medical Center
Halifax Health System
Bert Fish Medical
Center
Health First, Inc.
Parrish Medical Center
Wuesthoff Health
System
Lakeland Regional
Medical Center
Winter Haven Hospital


     9.    Describe any changes to your Central Florida hospital network in 2006, 2007 and 2008.

     10.   List what steps your organization will take to ensure that the proposed hospital network remains
            stable within Central Florida?




36
     11.   Are all hospital-based physicians (emergency, pathology, anesthesia and radiology) affiliated with
           network hospitals contracted? If not, list any hospital physician group(s ) not contracted. Please
           include the hospital affiliation.

     12.   Does your proposed network include “Centers of Excellence”?              If yes, please indicate the
           diseases or procedures included and the facility associated.

     13.   Is utilization of your “Centers of Excellence” voluntary or mandatory?

     14.   How does your network define Primary Care Physician?

     15.   Does the network you are proposing allow for direct access to network specialists or is it a
           “Gatekeeper” network?

     16.   If the network proposed is not a gatekeeper, can your administrative system record a designated
           Primary Care Physician for each member to be used for reporting, tracking purposes and quality
           initiatives?

     17.   Is your organization willing to contract with physicians not in your network who are currently
           contracted with CIGNA?

     18.   If your contracted network of providers extends outside of Central Florida, please describe the
           geographical boundaries (i.e. Florida, National, etc.) OCPS members have access to. Please
           describe any authorization requirements for covered services (non-urgent or emergency services)
           received outside of Central Florida? Please describe any authorization requirements for covered
           services (non-urgent or emergency services) received outside of the State of Florida?

     19.   If covered services are not available within the contracted network, how will members obtain
           necessary services?

     20.   What fee schedule do you use for out-of-network benefits on the PPO-like benefit plan? Can you
           administer alternate fee schedules should OCPS request?




37
     21.     Complete the following GeoAccess summary for OCPS employees. Your study should include a
             summary report for each of the items listed below. Each summary should indicate the total
             number and percentage of employees with the desired access by county for the network(s) you
             are proposing. Please include, with your proposal submission, a complete GeoAccess Report
             showing desired access by employee zip codes.

           A. Number and percentage of employees with two adult primary care physicians (Family Practice,
              General Practice, Internal Medicine) within ten miles of the employee’s zip code.
           B. Number and percentage of employees with two Pediatricians within ten miles of the employee’s
              zip code.
           C. Number and percentage of employees with two OB/GYN’s within ten miles of the employee’s zip
              code.
                                        Number of                          Pediatricians -    OB/GYN - %
                                                        Adult PCPs - %
                                         Eligible                                %              Ees w/ 2
                                                        Ees w/ 2 PCPs
           County                       Employees                          Ees w/ 2 PED         OB/GYN
                                                         w/in 10 miles
                                          (Ees)                            w/in 10 miles      w/in 10 miles
      Orange
      Osceola
      Seminole
      Lake
      Brevard
      Volusia
      Polk
      Outside Central Florida




38
     22.     Provide the number of network physicians by specialty separated by a backslash and the
             percentage of physicians by specialties that are board certified in each Central Florida County as
             of the date of submission. For example, if the total number of Adult Primary Care Physicians is
             200 and 95% are Board Certified, show 200/95%. (Use actual number of physicians, not
             offices).
                                                                                                         %
     Provider Type       Orange     Osceola    Seminole     Lake     Brevard     Polk      Volusia     Board
                                                                                                      Certified

Adult Primary Care

Pediatricians

Obstetrician/
Gynecologists
Non-OB
Gynecologists
Dermatologists

Chiropractors

Podiatrists
Hematologists

Oncologists

Endocrinologists

Orthopedic
   Surgeons
Cardiologists

Cardiovascular
Surgeons
Neurologists
Neurosurgeons

Ophthalmologists

Urologists

Gastroenterologists

Pulmonologists

Infectious Disease

Rheumat ologists
General Surgeons

ENT

Allergy & Asthma




39
     23.    Provide your physician turnover rates for Central Florida for 2006, 2007 and through July 1, 2008.
            Complete the table using the number of physicians who terminated separated b y a backslash
            with the total physician count in that specialty. For example, if 5 Adult Primary Care physicians
            terminated in total out of a total 200, show 5/200.
                                        2006                          2007                       YTD 2008
     Provider Type              Total        Voluntary        Total        Voluntary        Total        Voluntary
                             Terminations   Terminations   Terminations   Terminations   Terminations   Terminations

     Adult Primary Care
     Pediatricians
     Obstetrician/
     Gynecologists
     Non-OB
     Gynecologists
     Dermatologists
     Chiropractors
     Podiatrists
     Hematologists
     Oncologists
     Endocrinologists
     Orthopedic Surgeons
     Cardiologists
     Cardiovascular
     Surgeons
     Neurologists
     Neurosurgeons
     Ophthalmologists
     Urologists
     Gastroenterologists
     Pulmonologists
     Infectious Disease
     Rheumat ologists
     General Surgeons
     ENT
     Allergy & Asthma


     24.    Provide a list of PCPs and Specialists in Central Florida that are closed to new members?




40
     25.     What are your access standards for the following appointment types? Do they differ by plan type?
           Appointment Type                                                    Wait Time
           Initial Patient Visit
           Established Patient – Routine Visit
           Annual Physical Exams
           Urgently Needed Care
           Emergency Services and Care


     26.      How and when do you audit your network to determine if the access standards are met? Provide
              a copy of your most recent report.

     27.      What percentage of your network physicians offer expanded office hours?               How is this
              information communicated to members?

     28.      Provide the number of contracted ancillary facilities/locations by plan type in each Central Florida
              County:

     Provider Type                 Orange   Osceola   Seminole      Lake     Brevard      Polk     Volusia

     Ambulatory Surgery
     Cent ers
     Skilled Nursing
     Facilities
     Rehabilitation
     Facilities (Inpatient)
     Convenient Care
     Clinics
     Urgent Care Facilities
     Outpatient
     Laboratories
     Radiology Centers
     DME Providers
     Home Health Care
     Agencies
     Hospice Agencies
     Hospice Facilities
     Physical Therapists
     Speech Therapists
     Occupational
     Therapists


     29.     Have you changed affiliations for ancillary services during the past 12 months? If so, describe
              such changes.

     30.     Do you anticipate changing affiliations for ancillary services in the next 24 months? If so, describe
              such changes.

41
     31.   Are PCP and Specialist contracts Evergreen? If not, what are the termination requirements within
            your provider contracts as far as timeframes and notification?

     32.   What provisions are made for transition of care if a provider is terminated by your plan? If the
           provider terminates the contract? Will ongoing services be treated as in-network?


     CREDENTIALING
     33.    Is your provider credentialing process conducted in-house or delegated to another organization?
            If delegated, provide name of the organization and how long the functions have been delegated?

     34.    Do credentialing policies and procedures meet accreditation standards? If yes, what
            accreditation organization?

     35.    How long does it take to credential a new physician? How often does your Credentialing
            Committee meet?

     36.    How often do you recredential network providers?

     37.    Between recredentialing cycles, do you conduct ongoing monitoring of practitioner sanctions,
            complaints and quality issues? How often?

     38.    How many physicians have you terminated from your Central Florida network in 2007 and 2008
            that have failed to maintain credentialing standards and how many have been terminated due to
            quality assurance reasons.

     PROVIDER RELATIONS
     39.    Do you have a network management/provider services department that assists with provider
            issues? List the staff members/titles to be assigned to OCPS.

     40.    Where is the network management/provider services staff that services your Central Florida
            network located?

     41.   Describe how your organization will communicate with providers the OCPS schedule of benefits,
            changes to the schedule of benefits and general administrative policies and procedures specific
            to the OCPS Medical Plan?

     42.   Describe how your organization will ensure that providers in your network refer to network facilities
            and other network providers?

     43.   Provide three (3) Primary Care Physicians and two (2) Specialists as references. Provide contact
            name, specialty, address, phone, fax and e-mail address.

     NETWORK PRICING
     Proposer must recognize network contracting must be done responsibly in light of national, regional and
     OCPS trends.

     44.    Are the provider contracts for the network(s) you are proposing for the HMO-like benefit plan
            design and PPO-like benefit plan design the same? If not, please provide pricing details to the
            following questions for each network you are proposing.


42
     45.   What is your overall network pricing as compared to prevailing Medicare reimbursement?

     46.   Indicate your current 2008 network payment method employed for each network proposed. For
           the percentage of Medicare reimbursement, indicate the year being used.

                                                                                  Average
                                             DRG/                                 Cost Per   % Equivalent to
                                                      Per     % of       Fee
 Provider Type/Service          Capitation   Case                                  Day or       Medicare
                                                     Diem    Charges   Schedule
                                             Rates                                   Per     Reim bursement
                                                                                   Service
 Adult Primary Care
 Pediatric
 Chiropractic
 Podiatry
 Dermatology
 Gynecology
 Obstetrics
 Other Specialists
 Urgent Care Center
 Outpatient Laboratory
 Complex Imaging
 Hospital Inpatient –
        Medical/Surgical
        Intensive Care
        Neonatal
        Maternity
 Trans plant Services
 Hospital Outpatient -
        Surgical
        Non-Surgical
 Hospital Based Providers
        Anesthesia
        Radiology
        Pathology
        Emergency
 Emergency Room
 Ambulatory Surgery Centers
 Skilled Nursing Facility
 Rehabilitation Facility
 Hospice
 Durable Medical Equipment
 Prosthetics




43
     47.   What is the year-over-year unit cost (as noted in question 58) change for each network proposed
           as a result of contract revisions for 2005, 2006 and 2007?

      Provider Type/Service                                2005                 2006                   2007
      Adult Primary Care
      Pediatric
      Chiropractic
      Podiatry
      Dermatology
      Gynecology
      Obstetrics
      Other Specialists
      Urgent Care Center
      Outpatient Laboratory
      Complex Imaging
      Hospital Inpatient –
             Medical/Surgical
             Intensive Care
             Neonatal
             Maternity
      Trans plant Services
      Hospital Outpatient -
             Surgical
             Non-Surgical
      Hospital Based Providers
             Anesthesia
             Radiology
             Pathology
             Emergency
      Emergency Room
      Ambulatory Surgery Centers
      Skilled Nursing Facility
      Rehabilitation Facility
      Hospice
      Durable Medical Equipment
      Prosthetics


     48.   Do any network contracts include outlier provisions? Please explain.

     49.   Do provider contracts reward hospitals, facilities and/or physicians for quality and efficiency? If
           yes, describe.

     50.   If your organization does not reward hospital, facilities and/or physicians for quality and efficiency,
           why not? Would you consider developing this type of arrangement for the OCPS membership?

     51.   Are changes to your network pricing planned for 2009, 2010, and 2011?

     52.   Proposer will agree to inform OCPS of any changes to network contracts that may result in an
           overall increase to OCPS medical costs for a specific service of 5% or greater.




44
     53.     Hospital Pricing Analysis for Central Florida Only. Complete the following tables for hospital
             inpatient and hospital outpatient services for each network proposed.

     Hospital Inpatient
                                                                                                        Average
     Type of                                        % of                           Average Eligible
                              Sub-Category                         % of Days                           Negotiated
     Admi ssion                                  Admi ssions                       Charge Per Day
                                                                                                        Per Diem

     Medical/Surgical                              %              %                   $         -        $      -
     ICU/CCU/NICU           Adult                  %              %                   $         -        $      -
                            Pediatric/Neonatal     %              %                   $         -        $      -
     Maternity              Vaginal                %              %                   $         -        $      -
                            C-Section              %              %                   $         -        $      -
     Cardiac Surgery                               %              %                   $         -        $      -
     Total                                         %              %
     Note: Eligible Charges are submitted charges less ineligible charges such as duplicates, non-covered
     items, etc. Average Negotiated Per Diem should include the impact of any outlier provisions.


     Outpatient
                                                        Average Eligible                                   Net
                                      Reimbursement                           Average Allowed
     Type of Service                                      Charge Per                                   Effective
                                          Method                            Amount Per Encounter
                                                          Encounter                                   Di scount %

 Surgery - Hospital                                      $         -           $          -            %
 Surgery - ASC                                           $         -           $          -            %
 Emergency Room                                          $         -           $          -            %
 Radiology                                               $         -           $          -            %
 MRI/CT/PET                                              $         -           $          -            %
 Lab/Pathology                                           $         -           $          -            %
 Therapy (PT/OT/ST)                                      $         -           $          -            %
 Other                                                   $         -           $          -            %
 Total
     Note: Reimbursement Method refers to case rates, flat fees, % of Medicare, Allowable, % Discount, etc.
     54.     OCPS intends to exclude claims payment for “Never Events” in the future and wants members to
             be held harmless. What is your organization’s recontracting plan to address this issue? Are you
             willing to guarantee your contracts will exclude payment for “Never Events” and hold members
             harmless, by January 2010?
     55.     Proposer must complete the CPT/ICD 9 list ( Attachment 7) in full. The rates should be based on
             average reimbursements for Orange, Osceola and Seminole County area providers, NOT
             statewide provider averages. Use reimbursement rates for the date of July 1, 2008.




45
     MEDICAL M ANAGEMENT
     Please provide information specific to Disease Management on the Questionnaires specifically
     addressing this service.


     56.     Please describe your Medical Management Program?

     57.     Is a local Medical Director involved with the Medical Management Program?

     58.     What are the minimum qualifications for Clinical Case Managers and Utilization Management
             staff?

     59.     What is the size of the UM staff in the office that will be working with OCPS?

     60.     Will specific clinical staff (such as MDs, RNs, LPNs, other) members be assigned/dedicated to
             the OCPS account?

     61.     Will the Medical Management Program you are proposing for OCPS provide the same services
             for HMO-like and PPO-like benefit plan designs? If no, describe differences.

     62.     Are the utilization review services/requirements different for in-network, out-of-network or out-of-
             area members?

     63.     Provide in-network hospital cost data for Central Florida Only for your commercial population in
             HMO-like and PPO-like benefit plan designs.


                                              2006                      2007                     2008
                                      HMO-           PPO-       HMO-           PPO-      HMO-           PPO-
                                       like           like       like           like      like           like
 Average cost per admission
 Average cost per day
 Average discount level
 Average outpatient surgery
 cost
 Average Length of Stay
 (LOS)
 Days per 1000
 Admissions per 1000


     64.     Describe your medical protocols to determine:

           A. Medical necessity
           B. Medical appropriateness
           C. Experimental and investigational treatment


46
     65.   Provide a list of services that require pre-authorization or pre-notification.

     66.   List all subcontractors used for pre-authorization or pre-notification (i.e., imaging).

     67.   Describe how pre-authorization or pre-notification interfaces with claims adjudication.

     68.   Do providers have access to your coverage positions or clinical guidelines? How?

     69.   Are network providers at risk for not following your Medical Management Program? Please
           explain.

     70.   Describe your pre-certification process for inpatient admissions.

     71.   Describe how inpatient utilization is managed. After hours. Emergency admissions.

     72.   Will the Medical Director(s) that will have responsibility for the OCPS account be available to
           intervene on “problem” admissions or certifications?

     73.   What recognized source does your inpatient utilization management function use to determine
           Length of Stay (LOS)?

     74.   Describe your procedures for concurrent review.

     75.   Is inpatient census reviewed on a daily basis? If no, how often?

     76.   How do you communicate with patients and family members regarding length of stay and
           discharge planning?

     77.   Describe how your Medical Management function will use pharmacy information provided by
           another vendor.

     78.   Describe your Case Management Program.

     79.   How are members identified for enrollment in Case Management?

     80.   Are there any cases the Case Management Program will not manage?

     81.   Do members in Case Management have a consistent Nurse Manager presiding over each case?

     82.   How is clinical progress communicated to patients and physicians?

     83.   How are members discharged from Case Management?

     84.   Describe how providers and members are made aware of Case Management.

     85.   Do you report your Case Management results? Include samples.




47
     86.    Specify your experience for your commercial population in 2005, 2006 and 2007 by plan type for
            Medical (non-BH/SA) inpatient services:

                                                                      Cost per                    Cost per
                                         Days/1000       ALOS In-                    ALOS
                                                                       day In-                      day
                                         members         Network                    TOTAL
                                                                      Network                      TOTAL
Medical/Surgical
Maternity
Neo Natal
Intensive Care
CCU/PCU
Total


     87.    What are the readmission rates (within 30 days of discharge) for Central Florida?

     88.    Will you allow OCPS to carve-out Inpatient Utilization Management to a Third Party Vendor?

     89.    If you will allow OCPS to carve-out Inpatient Utilization Management, how do you propose to
            integrate with the Third Party Vendor?

     90.   Will you allow OCPS to carve-out Disease Management Services to a Third Party Vendor?

     91. If you will allow OCPS to carve-out Disease Management Services, how do you propose to
            integrate with the Third Party Vendor?

     QUALITY ASSURANCE


     92.    Describe your Quality Assurance program.

     93.    What health care information management system/tools does your organization use to objectively
            measure provider performance and patient outcomes?

     94.    How long has your organization been using these systems/tools?

     95.    Please provide specific examples as to how your objective measurement and information sharing
            process has improved clinical and financial outcomes in Central Florida over the past two years.

     96.    How is the impact of the program measured and reported?

     97.    Describe the process to share information with providers, facilities and hospitals.

     98.    What clinical studies were conducted in the past two years?

     99.    What interventions were put into place to improve outcomes as a result of the clinical studies?



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     100. Have any providers, facilities and hospitals in Central Florida been sanctioned or terminated for
          quality reasons?



     101. Describe any pre-hospitalization program that you provide (i.e. pre-op teaching for all open heart
          procedures or physical therapy prior to hip and/or knee replacements).

     102. Provide your most recent HEDIS data for 2007. Preference is for Central Florida specific data, but
          at minimum Florida data. National data will not be accepted.


         INDICATOR                                                   HEDIS Meas urement

         ALL ADULTS
         Acce ss to Preventive/ambulatory Health Services
                Age 20 - 44
                Age 45 - 64
                Age 65+

         Advising Smokers to Quit
         Colorectal Cancer Screening
         Flu Shots for Older Adul ts (age s 5-64)
         Inappropriate Antibiotic Treatment for adults with
         Bronchiti s

         Use of Imaging Studies for Low Back Pain
         WOMEN & TEENAGE GI RLS
                Breast Cancer Screening (mammograms)
                Age 42-51
                Age 52-69
                Overall (42-69)
         Cervical Cancer Screening (pap smears)
         Chlamydia Screening in Young Women
                Age 16-20
                Age 21-25
                Overall (16-25)
         Prenatal Care in the First Trimester of Pregnancy

         Post-partum Visit After Delivery
         CHILDREN & ADOLESCENTS
         Appropriate Treatment for Children with Upper Respiratory
         Infections
         Appropriate Testing for Children with Pharyngitist (sore
         throat)
         Follow-up Care for Children with ADHD: initiation
         Childhood Immunizations

                 Combo 2 (DtaP, IPV, MMR, Hib, Hepatitis B, VZV)
                Combo 3 (DtaP, IPV, MMR, Hib, Hepatitis B, VZV,
                PCV)
         Adolescent Immunizations
                Combo 2 (MMR, Hepatitis B, VZV)


49
          Acce ss to Primary Care Physi cians
                 12 mont hs – 24 months
                 25 mont hs – 6 years

                 7 years – 11 years
                 12 years – 19 years
          Well-care Visits
                  st
                 1 15 months
                 3 years – 6 years

                 12 years – 21 years
          CARDIAC CARE (Adults Only)
          Controlling Blood Pressure
          Beta-Blocker Treatment after a Heart Attack
          Persi stence of Beta Blocker Treatment after a Heart Attack
          Cholesterol Management for Patients with Cardiovascular
          Condition: LDL Screening
          Cholesterol Management for Patients with Cardiovascular
          Condition: LDL -C <100
          DIABETES CARE
          Comprehensive Diabetes: HbA1c Test
          Comprehensive Diabetes: HbA1c Poor Control
          Comprehensive Diabetes: Eye Exam
          Comprehensive Diabetes: Lipid Profile
          Comprehensive Diabetes: Lipid Control <100
          Comprehensive Diabetes: Monitor for kidney di sease
          ASTHMA CARE
          Use of Appropriate Medications
                   5 years – 9 years
                   10 years – 17 years
                   18 years – 56 years
                   Overall (5 years – 56 years )
          MENTAL HEALTH
          Follow-Up After Hospitalization for Mental Illness (30 days)
          Follow-Up After Hospitalization for Mental Illness (7 days)
          Antidepre ssant Mgmt: Follow -up Visits Optimal
          Antidepre ssant Mgmt: Acute Med Trial Effective
          Antidepre ssant Mgmt: Effective Drug Therapy Continuation
          PERSISTENT MEDICATIONS
          ACE Inhibitors or ARBs
          Digoxin
          Diuretics
          Anticonvul sants
          Persi stent Medications Combined
          Anti-Rheumatic Drug Therapy in Rheumatoid Arthriti s


     ELIGIBILITY AND CLAIMS ADMINISTRATION
     103. Are eligibility and claims administered on the same system? If not, how are these functions
          integrated?

     104. Provide the location where claims and eligibility will be processed for the OCPS account.

     105. Will OCPS have a dedicated team for eligibility, claims and customer service?

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     106. Do you plan on major changes or upgrades to your administrative system or the platform you are
          proposing for OCPS in the next 24 months? If yes, please explain.

     107. Will you provide OCPS with an eligibility contact person for eligibility file issues and questions?

     108. What eligibility responsibilities does your organization expect OCPS to perform?

     109. Are network contracts/fee schedules loaded into your claims administration system or must claims
          be submitted elsewhere for re-pricing?

     110. Can your claims adjudication process block J Codes (except for neoplastic drugs from
          oncologists/hematologists) from processing? How does your organization propose to educate your
          network on this process?

     111. Can your claims system administer pre-existing limitations?

     112. What percentage of your commercial claims are submitted electronically by facilities? By
          physicians?

     113. What percentage of your commercial claims submitted by facilities are auto adjudicated? By
          physicians?

     114. Provide details regarding your organization’s claims processing performance for the most recent
          year for HMO-like and PPO-like benefit plans.

                                                              Target Goal                 Actual Performance
     Clean claims processed within 10 days             % within     days               % within      days
     Clean claims processed within 30 days             % within     days               % within      days
     A verage days turnaround                          _________ Business Days         _________ Business Days
     Coding accuracy
     Financial accuracy


     115. Provide details on the system edits that are contained in your organization’s claims processing
          system that assist examiners in accurately processing claims. Indicate how your system adjusts
          for coding errors.

     116. Will you process run-out claims after plan termination? For how long? At what cost?

     117. Are you willing to accept delegation of fiduciary responsibility with respect to claim adjudication
          under your ASO contract?

     118. What access will OCPS auditors have to claims and administrative data necessary to complete
          an annual audit? Describe any limitations.

     119. Are you willing to allow access to a full claims audit, at your expense, in the event of significant
          performance issues?

     CUSTOMER SERVICE



51
     120. Currently, members receive customized Identification cards for medical, prescription drug and
          behavioral health on the same card. Are you proposing to provide OCPS with custom ID cards
          mailed to members mailing addresses? Describe any limitations regarding customizing an ID
          card.

     121. Can you accommodate information from carve-out vendors for ID cards? Describe any
          requirements and limitations.

     122. How many cards will be distributed per family?

     123. Is there a charge for replacement cards?

     124. What is your normal turnaround time for production and mailing of ID cards?

     125. What is the location and hours of operation for member services?

     126. Do you have a toll-free telephone number for member access?

     127. Describe your 24-hour nurse line. Do you report on usage?

     128. What are your organization’s target goals for the following metrics?

     Member Service                                    Target Goal                 Actual Performance
     A verage Speed of Answer
     A verage Length of Call
     First Call Resolution Rate
     Call Abandonment Rate
     129. Describe online resources that are available specifically in the Central Florida to OCPS
          members?
     Member Online Resource s                                               Ye s       No            Planned *
     Provider Directory
     Links to Physicians’ Websites
     Claim Status
     Claims History
     Explanation of Benefits
     Provider Performance Information (Hospit al Comparison/Profiles)
     Healt h Risk Assessment
     Personalized Health Record
     Plan Policies or SPDs
     Receive Personalized Health News/Information
     Healt h Coaching
     Ask a Nurse/Medical Questions
     Disease Specific Chat Rooms




52
     File Complaints
     E-mail Member Service
     Order Replacement ID Cards
     Other
*Must indicate date of anticipated implementation.
IMPLEMENTATION


     130. Describe your implementation process if you are the successful Proposer, including significant
          deliverables, project manager and timelines for an implementation date of October 1, 2009.
          Describe in detail your quality oversight on how you will ensure that OCPS’ schedule of benefits
          will be properly loaded so that claims are paid accurately.




53
                        DISEASE MANAGEMENT SERVICES QUESTIONNAIRE
                                        APPENDIX J

1. Are you proposing Disease Management Services that are integrated with the Group Health ASO or on
   a stand-alone basis?

2. Describe your organization’s philosophy on the advantages and disadvantages of offering Disease
   Management on a stand-alone basis.

3. Are any of the programs you are proposing outsourced to another company? If yes, explain.

4. Are member satisfaction surveys conducted? If so, how often are these conducted and what population
   (geographic area and number of surveys) are the surveys sent too? How is feedback provided back to
   the providers, facilities and hospitals?

DISEASE MANAGEMENT PROGRAM

5. Are Disease Management Programs accredited? If yes, by which accreditation organization and status
   achieved?

6. What is the renewal date for these accreditations?

7. List the total employer groups and total members your company provided Disease Management
   Programs to in 2007/2008. Complete the table below.

                             As of January 1, 2007                        As of July 1, 2008
                      Employer Groups        Members             Employer Groups         Members
Nationally
Florida
Central Florida

8. What percentage of your Disease Management Program membership in Florida is public sector?

9. Provide a description of each Disease Management Program you are proposing and how long each
   program has been in place.

10. Provide details on how your Disease Management Programs remain current based on research and
    industry trends.

11. What additional Disease Management Programs are planned for the next two (2) years?

12. How are network providers made aware of the availability of your Disease Management Program?

13. What criteria are used to identify and select members for participation in each Disease Management
    Programs?

14. Are members identified for Disease Management automatically enrolled (requiring them to opt-out if they
    choose not to participate) or do members identified for Disease Management have to enroll to
    participate?



54
15. What are your organization’s criteria to discharge/disenroll a participant?

16. Provide patient attrition rate (patient disenrolls) in 2007 for each Disease Management Program offered.

17. Describe how each Disease Management Program is delivered (mailed educational materials , online
    educational materials, telephonic health coaching, one-on-one counseling, onsite seminars, etc.).

18. Describe the type and number of staff professionals (PA’s, LPN’s, RN’s and Nurse Practitioners) who
    will be handling OCPS members. How is the staff assigned to each case? Describe
    oversight/supervision by physicians.

19. Do you have standing orders for Disease Management cases? How are they developed and how often
    are they reviewed?

20. Are patient’s physicians notified of the Disease Management care plan? Progress or lack of progress?

21. Describe your engagement process for employees who do not have Internet access. How do they differ
    from those who have Internet access?

22. Describe how your organization delivers Disease Management Programs to participants with multiple
    diseases. Are multiple programs integrated or delivered separately?

23. All participants in the Disease Management Program should have a specific nurse manager regardless
    of whether they are suffering from one or more than one chronic condition. If there are exceptions
    explain each.

24. Describe how your organization proposes to integrate with Medical Management (including Case
    Management) provided by another organization.

25. Provide a list of tools available to Disease Management Program participants.

26. How does your organization measure clinical impact of each Disease Management Program?

27. Describe your quality assurance program, including the findings for 2007.

LIFESTYLE MANAGEMENT PROGRAM

28. Provide a description of any Lifestyle Management Programs you are proposing and how long each
    program has been in place.

29. Describe any new initiatives planned for 2008 or 2009.

30. Describe how members are identified for participation in your Lifestyle Management Programs.

31. Provide your Lifestyle Management Program staffing structure, including number of employees,
    experience, credentials, education and role in program delivery.

32. Describe how your Lifestyle Management Programs are delivered (mailed educational materials, online
    educational materials, online coaching, one-on-one counseling, onsite seminars, etc.).

33. Provide a list of the tools available to program participants (goal-setting activities, interactive tools,
    action plans, journals, etc,).

55
34. Describe your organization’s capabilities to manage rewards and incentives.

35. Describe your engagement process for employees who do not have Internet access. How do they differ
    from those who have Internet access?

36. How does your organization measure clinical outcomes of your Lifestyle Management Programs?

37. How will your organization show the total cost of the Lifestyle Management Program, documented
    savings and the net cost to OCPS?

REPORTING

38. Do you monitor changes in emergency room visits and inpatient days as a direct result of your Programs
    effectiveness?

39. Do you report on network savings of the Programs (cost of the programs vs. clinical savings i.e. reduced
    inpatient bed days)?

40. Ad hoc reports must be available. What is the fee?

41. What information will you provide to integrate information to the Group Health ASO for consolidated
    reporting? Are there additional fees?


IMPLEMENTATION


44. Describe your implementation process if you are the successful Proposer, including significant
   deliverables, project manager and timelines for an implementation date of October 1, 2009.




56
                        PRESCRIPTION BENEFIT MANAGEMENT (PBM) QUESTIONNAIRE
                                                APPENDIX K

1. Are you proposing PBM services that are bundled with your Group Health Administrative Services, as a
   stand-alone or a carve-out?

2. Are any drug manufacturers, distributors, or pharmacy organizations in an ownership, day-to-day
   management or board of director positions with your organization?

3. How long has your organization been administering Prescription Benefit Programs in Florida?

4. Are you (and any other organization included in your proposal) accredited by a national accreditation
   organization? If yes, what accreditation organization? What is the date of the most recent accreditation
   status?

5. Does your organization provide services for 30-day retail, 90-day retail, mail order and/or specialty
   pharmacy services?

6. If your organization provides retail, mail and specialty drugs, will you allow OCPS to carve-out specialty
   drugs to a Third Party vendor?

7. Provide the enrollment data as requested below.

     NATIONAL ENROLLMENT                      1/1/2005        1/1/2006         1/1/2007        1/1/2008
     Commercial Enrollment
     Medicare Enrollment
     Medicaid Enrollment
     Other Enrollment
     Total Enrollment
     FLORI DA ENROLLMENT                      1/1/2005        1/1/2006        1/1/2007         1/1/2008
     Commercial Enrollment
     Medicare Enrollment
     Medicaid Enrollment
     Other Enrollment
     Total Enrollment
     CENTRAL FLORIDA ENROLLMENT               1/1/2005        1/1/2006         1/1/2007        1/1/2008
     Commercial Enrollment
     Medicare Enrollment
     Medicaid Enrollment
     Other Enrollment
     Total Enrollment
8. What percentage of your commercial enrollment in 2008 is from the public sector?

9. Describe attributes of your PBM services that distinguish your organization from other PBM vendors.


57
NETWORK INFORMATION
10.   In alphabetical order, list the contracted independent pharmacies in Central Florida you are proposing
      for OCPS:


Pharmacy Name                        Location (Ci ty Only)               Zip Code




11. List the national pharmacy chains that are currently under contract with your organization that you are
    proposing for OCPS?


Pharmacy Chain Name




12.   Are all pharmacies in your network linked to your claims adjudication and clinical authorization
      systems at the Point of Sale?

13.   Do you subcontract with an outside mail service vendor? If so, which mail service vendor do you use
      and how is mail order integrated with your retail program? What is your average mail order
      turnaround time?

14.   Provide the address of each mail service facility? What facility would OCPS members’ mail order
      prescriptions be dispensed from?

15.   Describe your disaster plan for mail service facilities. Are they redundant?

16.   What is the procedure for purchasing prescription drugs outside of the service area where there are no
      contracted pharmacies? We have retirees in all 50 states; do you have service available in all states?

17.   Is your organization willing to add pharmacies at the request of OCPS?

18.   Can pharmacies access your service representatives 24 hours/day? If not, what hours are service
      representatives available? If not, what do members do for emergency pharmaceutical issues?

19.   How often does your organization measure satisfaction with the retail pharmacies in your network?


58
      How is feedback provided back to retail pharmacies?

20.   Are member satisfaction surveys conducted on overall PBM services? If so, how often are these
      conducted and what population (geographic area and number of surveys) are the surveys sent too?
      How is feedback provided back to the retail pharmacies, mail service and specialty drug service
      providers?

21.   Do you conduct random or routine audits on retail pharmacies? If yes, explain the process and
      frequency.

22.   Explain how you maintain quality control with your network pharmacies?

23.   How many pharmacies have been removed from your network for quality or service issues in each of
      the following years: 2005, 2006, and 2007.

24.   How many pharmacies do you have on a watch status as of June, 2008?

25.   What percentage of prescriptions filled at your mail service facility are submitted electronically (e-
      prescribing)?

26.   What is your organization’s strategy to expand e-prescribing?

NETWORK PRICING (CLAIM COST)
27.   Provide your proposed ingredient cost and dispensing fees for brand name drugs. Are these
      costs/fees guaranteed for a minimum of three years?

          Retail 30
          Retail 90
          Mail Order
          Specialty Drugs
28.   Provide your proposed ingredient cost and dispensing fees for generic drugs. Are these costs/fees
      guaranteed for a minimum of three years?

          Retail 30
          Retail 90
          Mail Order
          Specialty Drugs
29.   Proposer must complete the Prescription Drug Pricing list (Attachment 8) by indicating actual
      ingredient pricing for the drugs listed and what formulary tier these drugs are included.

30.   Describe how your organization encourages the use of mail order with other clients to maximize
      savings.

31.   Does your organization have the capability to track and report to OCPS unit cost changes for drugs
      that would result in a 5% or more increase in monthly cost for that drug?

32.   OCPS requires a yearly full claims audit with the vendor readjudicating each claim that is identified as
      a problem in the audit report versus paying OCPS the accumulated value of all claims adjudication

59
       issues identified in the audit. Confirm that you agree to this and will work cooperatively with the Third
       Party auditor and OCPS on the audit and resolution process.

33.    Which pricing guide do you use for brand AWP? How often do you update pricing in your system?

34.    Do you maintain the same pricing contracts for all network retail pharmacies? If not, explain.

35.    Does the contract pricing negotiated with pharmacies allow your organization to keep the differential
       between the contracted amount and the amount billed to OCPS (spread-pricing)?

36.    Will you offer OCPS pass-through pricing on retail and mail order? OCPS will audit this pricing
       structure annually as part of the PBM audit.

37.    Do you have other contracted retail network arrangements offering additional cost savings? Provide
       list and cost savings opportunity.

38.    Do you participate in pharmacy withholds? If so, provide copies of pharmacy remittances that are
       available.

39.    Do you use a Maximum Allowable Cost (MAC) program for retail, mail or both? If not, explain how
       generics are priced?

40.    How is MAC pricing established?

41.    Are various MAC pricing levels available or do you have only one set of MAC pricing? If you have
       various MAC pricing levels explain when and how they are used.

42.    What is your MAC program ingredient cost baseline? Do you guarantee these costs and for how long?

43.    How often does your MAC pricing baseline change?

44.    In a MAC program, explain how DAW prescriptions are expensed to the plan member under:

           A mandatory generic program.
           A non-mandatory generic program.
45.    Do you use an 11-digit NDC? Do you repackage mail service Rx sizes to use a different package size
       pricing?

46.    Provide unit pricing (including NDC code, drug name, dosage, number of scripts, total ingredient cost
       and cost per day of therapy) as of July 2008 for the top 100 retail drugs, top 50 mail order drugs and
       top 30 specialty drugs in an Excel file format.

      FORMULARY INFORMATION

47.    How is your prescription formulary developed and administered?

48.    Are the formularies based on the lowest cost prescriptions available?

49.    Are formularies based on efficacy and safety?



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50.   What types of open or closed formularies can you administer?

51.   Provide your proposed formulary listing in a manipulable Excel format with the drug names in
      alphabetical order.

52.   Provide Book of Business statistics on Generic utilization and cost for retail and mail.

53.   Provide Book of Business statistics on utilization and cost for retail and mail for CY 2007.




                      RETAIL                                                    MAIL

       Utilization                    Cost                     Utilization                       Cost

% Generic:                  % Generic:                  % Generic:                  % Generic:

% Multi-source Brand:       % Multi-source Brand:       % Multi-source Brand:       % Multi-source Brand:

% Single-source Brand:      % Single-source Brand:      % Single-source Brand:      % Single-source Brand:


54.   Describe the process used to update the formulary? How often is it updated?

55.   How are physicians notified about your formulary and updates to your formulary?

56.   Can OCPS design its own formulary?

57.   Can certain drugs be limited to a specific diagnosis or written by specific specialty physicians?
      Describe.

58.   List your generic strategy and specific programs to encourage the use of generic medications.

59.   How will you prevent the cost to OCPS of a generic recently off patent not-to-exceed brand name
      pricing during the introductory period?

60.   Do you provide pharmacists with incentives to dispense generics? If so, describe.

61.   Will you guarantee a generic utilization percentage? If so, for how many years?

62.   Can you administer plans that include coverage for over-the-counter (OTC) drugs in the formulary?
      Explain.

63.   If a drug goes off patent and is sold over-the-counter, how do you price its equivalent-type drugs (i.e.,
      what tier)?

64.   Do all drug manufacturers whose products are included in your formulary provide rebates?



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         If so, how are the rebates shared with OCPS on retail and mail order?
         If so, are the rebate dollars paid to OCPS or are credits given prospectively?
         Will you offer OCPS complete rebate transparency?
         List any guaranteed rebate amounts or the percentage of rebates that will be available to OCPS.
         Are you willing to offer OCPS better pricing on brand name drugs in lieu of sharing manufacturer
          incentives? If yes, describe.
65.   If drugs are moved to over-the-counter, will the rebate structure change? If yes, explain.

66.   Copies of rebate contracts will be part of the annual OCPS audit.

67.   Do you utilize a Third Party to calculate rebates? If yes, is this included in your pricing or fees?

68.   How long after plan inception is the first rebate share paid and in what intervals thereafter?

PLAN ADMINISTRATION


69.   Does your organization seek recovery from members for overpayments or inappropriate use of their
      drug plan? Explain.

70.   Describe your available step therapy, quantity limits, clinical prior authorization and any other
      Coverage Management Programs. Include list of drugs subject to these programs.

71.   Will your organization offer guarantees on savings from Coverage Management Programs? If yes,
      describe.

72.   Describe the procedure a participating pharmacy must follow to fill a prescription that is limited by the
      plan?

73.   Does OCPS have the choice to opt into or out of these programs?                 If so, what are the cost
      consequences?

74.   Is your clinical prior authorization process administered in-house or by a Third Party?

75.   Do you offer any guarantees on savings from your clinical programs?

76.   Describe each of your organization’s programs for the following:

            Retrospective Drug Utilization Review
            Medication Management Therapy
            High Utilization Identification/Management
            Physician Profiling
            Interventions Program with Members, Physicians and Pharmacies
            Disease Management Programs
            Drug Utilization Safety Edits
            New Drug Introduction Management Programs


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                Other Cost Saving Programs

77. How are results of your programs shared with a patient’s physician? Are the results of these programs
    shared with the Group Health ASO provider?

78. Does your organization track and report on HEDIS data? If so, please provide your most recent HEDIS
    data for 2007 on the following for Central Florida, but at a minimum Florida data?

PERSISTENT MEDICATIONS
ACE Inhibitors or ARBs
Digoxin
Diuretics
Anticonvulsants
Persistent Medications Combined
Anti-Rheumatic Drug Therapy in Rheumatoid Arthritis
79. Are you proposing the members cost share to be the lesser of UCR, ingredient cost plus dispensing
     fee, or the member copayment? Does this differ between retail and mail?

80.       Can you process paper claims? How will network discounts apply to paper claims processing? What
          is the paper claim fee?

81.       Is the mail service plan integrated with your retail program for utilization review and cost reporting?
          How often is this reported on?

82.       How does your mail service dispense medications that do not fall into a 90-day supply due to
          packaging limitations?

83.       What incentives do you recommend to encourage participants to use mail order?

84.       Does the mail order pharmacy program include a repacking charge?

85.       Outline the procedure you use to pursue refunds for prescriptions dispensed in error.

86.       Are plan members penalized if a mandatory generic program is in place and the pharmacy is out of
          generic stock?

87.       Is an Internet pharmacy available through your PBM? If so, describe (online refill orders, etc.)

88.       Do you offer online eligibility maintenance for OCPS?

          If so, is there a charge?

          Is there a charge for hard-copy maintenance?

89.       Does OCPS have the ability to access your database in real time for purposes of adds/deletes,
          tracking plan experience, utilization patterns and other available plan information?

90.       How does the PBM data integrate with the other carriers/vendors such as the medical plans? How
          often?

91.       Do you have the ability to provide a coordination of benefit (COB) provision?



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92.   Do you charge a fee for ID card preparation (initial and replacements)? Member informational
      packets?

93.   Can your network accept a combination Medical/Rx card? Is there any additional charge for this?

94.   If a separate ID card is provided by the PBM, what is the maximum number of Rx cards allowed per
      family without any additional card production charges?

95.   Ad hoc reports must be available. What is the additional cost?

96.   If you have online reports, who has access?

97.       What management information reports would you be able to generate under:

           Paper claim submission
           Electronic claim submission
           Both

98.   Is your reporting system capable of reporting single/couple/family membership participation on a
      month-to-month basis and by plan type?

99.   Does your network reporting capability include tracking for plan expenses associated with brand
      (single vs. multi source, preferred vs. non-preferred) name and generic drugs, including the number of
      claims paid, claim costs, average cost per claim and per member per month costs by plan type?

100. Do you own your electronic claims adjudication system or do you contract with an outside vendor? If
     so, whom?

101. Can you track the dispensing records of various plan providers?

           Physicians
           Pharmacists
102. What programs will you offer OCPS to detect fraud and abuse?

103. What programs will you offer OCPS to assure patient compliance?

104. Confirm that you will submit accurate and timely Medicare D reports directly to CMS monthly. How
     many other self-funded plans do you provide this service for? Provide two client references that you
     currently provide this service for.

105. OCPS has a target cost sharing arrangement between the employee cost and OCPS’ cost for retail,
     mail and specialty combined. The target cost sharing arrangement is employee cost of 26% and
     OCPS’ cost of 74%. How you propose to maintain or improve this target going forward?

CUSTOMER SERVICE

106. Does your plan have a 24-hour toll-free number for member services and provider services? If not,
     what are the days and hours of operation?

107. Describe the services and features members have access to on your website?


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108. What is your override process?

109. What is the guaranteed turnaround time for routine mail services prescriptions? Problem mail service
     Rx’s? How is this time measured by receipt into facility or receipt into pharmacy? (Performance
     guarantee).

110. Do you maintain demographic data (phone numbers, address, etc.) on members to assist the mail
     vendor in correcting problem prescriptions? Are you able to capture the demographics from the point
     of sale?

111. Can you access demographic data (address, phone numbers, etc) from the retail network
     pharmacies?

112. How are members notified when a mail order prescription is ready for refill?

113. How are members notified if there is a problem with their refill at mail order?

114. How does your organization seek reimbursement from members for prescriptions processed in error?

115. Does your mail service and retail network provide receipts to members that include the full cost, plan
     cost, member cost and member savings?

SPECIALTY PHARMACY INFORMATION

116. Where are specialty drugs processed and dispensed from?

117. How often are J codes updated in your system?

118. The OCPS Group Health ASO currently blocks J codes (except for neoplastic drugs) from processing
     through the Group Health ASO system in order for them to be provided by the PBM. Confirm you will
     provide updated J code listings to the Group Health ASO monthly, and will allow the Medical Director
     to review and approve all changes so that the Group Health ASO may update the J codes blocked in
     their system?

119. Describe your specialty pharmacy program including its integration with your traditional mail and retail
     programs. How will you integrate with OCPS’ Group Health TPA if carved out?

120. How do you distribute specialty drugs? Do you mail these to the member’s hous e, doctor’s office or
     local pharmacy, etc.?

121. Describe your clinical interventions/programs and member services that are available with dispensing
     of specialty drugs.

122. Describe other cost containment efforts your organization may offer to control the cost of specialty
     drugs and utilization?

123. How do you interface claims data with another vendor providing Disease Management or Behavioral
     Health services?

124. Include a specialty pharmacy price list (Excel spreadsheet preferred).

125. Do you share rebates on specialty medications? If yes, describe.


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ADMINISTRATIVE FEE STRUCTURE

126. Provide a listing of standard programs and services that are included in your base administrative
     pricing arrangement.

127. What additional charges (i.e., clinical programs, ad hoc reports) are included in your administrative
     fees?

128. Do you pay fees or provide reimbursement to any outside parties?                     If so, explain the
     fee/reimbursement structure.

129. Do you guarantee your clinical program savings?

130. As a result of claims adjudication errors, pharmacy audits, improper payments, etc, how much have
     you paid out or refunded back to the plan sponsor/governmental agencies (Medicare/Medicaid) in
     2005, 2006 and 2007?

131. Do you sell or distribute any claims data and client information to outside vendors? If so, describe.

132. Do you have any other business products (i.e., Discount Card) and, if yes, how many members are
     under this product?


IMPLEMENTATION


133. Describe your implementation process if you are the successful Proposer, including significant
     deliverables, project manager and timelines for an implementation date of July 1, 2009 or October 1,
     2009. Describe in detail your quality oversight on how you will ensure that OCPS’ schedule of
     benefits will be properly loaded so that claims are paid accurately.




66
               BEHAVIORAL HEALTH/EMPLOYEE ASSISTANCE PROGRAM (EAP) QUESTIONNAIRE
                                                   APPENDIX L
1.      Are you proposing Behavioral Health/EAP services that are integrated with the Group Health ASO or
        on a stand-alone basis?

2.      Will you allow Employee Assistance Programs to be provided by another Proposer at OCPS’s
        discretion?

3.      How long has your company been administering Behavioral Health Programs? Employee Assistance
        Programs?

4.      Specifically, how long has your company been administering Behavioral Health Programs in Florida?
        Employee Assistance Programs in Florida?

5.      List the total employer groups and total members your company provided Behavioral Health/EAP
        Programs to in 2007/2008. Complete the tables below for each Program type:

     NATIONAL ENROLLMENT                      1/1/2005       1/1/2006        1/1/2007       1/1/2008
     Commercial Enrollment
     Medicare Enrollment
     Medicaid Enrollment
     Other Enrollment
     Total Enrollment
     FLORI DA ENROLLMENT                      1/1/2005       1/1/2006        1/1/2007       1/1/2008
     Commercial Enrollment
     Medicare Enrollment
     Medicaid Enrollment
     Other Enrollment
     Total Enrollment
     CENTRAL FLORIDA ENROLLMENT               1/1/2005       1/1/2006        1/1/2007       1/1/2008
     Commercial Enrollment
     Medicare Enrollment
     Medicaid Enrollment
     Other Enrollment
     Total Enrollment


6.      What percentage of your Behavioral Health membership in Florida is public sector?              EAP
        membership?




67
PLAN ADMINISTRATION

7.    Provide a complete listing of EAP services included in your proposal.

8.    Ad hoc reports must be available? What is the charge to OCPS?

NETWORK ACCESS

9.    Do you have a network management/provider services department that assists with Behavioral Health
      provider issues specifically?

10.   Describe your network contracting criteria for facilities and providers.

11.   Please list the Behavioral Health facilities under contract in Central Florida. OCPS prefers networks
      that include South Seminole Hospital (Orlando Health Behavioral Healthcare).

Specialty                              Facility Name                         Location
Mental Health Facilities
       Inpatient
       Intensive Outpatient
Substance Abuse Facilities
       Inpatient
       Intensive Outpatient
Residential Treatment Facilities

12.   OCPS currently targets outpatient utilization for use of OBH services at 75%. Would your firm agree
      to meet or exceed this target?

13.   How do you propose to manage access to meet the goal of 75% utilization within OBH?

14.   Provide a list of mental health professionals (broken down by MD, PhD, MS, and RN) included in your
      Central Florida outpatient network.

15.   What percentage of your contract physicians are board certified in psychiatry?

16.   Will you agree to expand your network to match the preferences of OCPS participants and families?

17.   What is the turnover rate of your network in 2006, 2007 and through June, 2008? Break down the
      turnover rate by MD, PhD, MS, and RN for each year.

18.   List what steps your organization will take to ensure that the proposed Central Florida network
      remains stable.

19.   Describe your network access outside of Central Florida.

20.   What are your termination notification requirements when a provider terminates a contract?

21.   When network providers are terminated, what provisions can be made for participants who are in the
      course of treatment?

22.   Will services provided by terminated providers during a course of treatment be provided to members
      at the in-network benefit level?

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23.   How do members access services after hours and weekends? What percentages of your providers by
      provider type (MD, PhD, MS, and RN) offer evening and weekend access?

24.   Are member satisfaction surveys conducted? If so, how often are these conducted and what
      population (geographic area and number of surveys) are the surveys sent too? How is feedback
      provided back to the providers, facilities and hospitals?

NETWORK PRICING

25.   Provide your contracted fees by type of facility for the network you are proposing:

Facility Type                                   Facility Name                       Contracted Rate
Mental Health Facilities
         Inpatient
         Intensive Outpatient
Substance Abuse Facilities
         Inpatient
         Intensive Outpatient
Residential Treatment Facilities

26.   Provide the contracted fees by type of provider and number of providers in each category for your
      Central Florida network you are proposing (excluding OBH):

Specialty                                # of Contracted Providers                  Contracted Fee
Psychiatri st
       Adult
       Child
Psychologi st
       Adult
       Child
Licensed Clinical Social Worker
Other Health Providers (Specify)


EAP Providers (Specify)



CREDENTIALING

27.   Is your provider credentialing process conducted in-house or delegated to another organization? If
      delegated, provide name of the organization and how long the functions have been delegated?

28.   Do your credentialing policies and procedures meet accreditation standards? If yes, which
      accreditation organization?

29.   If credentialing policies and procedures do not meet accreditation standards, describe your
      credentialing criteria and process.

30.   How long does it take to credential a new provider? How often does your credentialing Committee
      meet?

31.   How often do you recredential network providers?


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32.   Between recredentialing cycles, do you conduct ongoing monitoring of practitioner sanctions,
      complaints and quality issues?

33.   How many physicians have been terminated from your Central Florida network in 2007 and 2008 due
      to failure to maintain credentialing standards?

MEDICAL M ANAGEMENT/DISEASE MANAGEMENT

34.   Are your Behavioral Health and/or Employee Assistance Programs accredited? If yes, by which
      accreditation organization and status achieved.

35.   What is the renewal date for your accreditation?

36.   What are the minimum qualifications for clinical case managers and medical management staff?

37.   Describe the reporting relationships of clinical personnel.

38.   Where is your clinical staff located?

39.   What is the ratio of clinical staff to members (MD, PHD, MS, and RN)?

40.   Describe your case management program.

41.   Describe the types of illness/diagnoses the case management program supports.

42.   Define high-risk cases.

43.   Does your case management program provide patient-specific information back to the patient’s
      Primary Care Physician?

44.   Describe how out-of-network emergency admissions are reviewed for appropriate care.

45.   Does your proposal include Disease Management Programs? If yes, describe each program.

46.   How are members and providers made aware of available Disease Management Programs?

47.   Does your Disease Management Program provide patient-specific information back to the patient’s
      Primary Care Physician?

48.   How do you propose to integrate with the Prescription Benefit Manager (PBM)?

49.   How will you assure your network will prescribe necessary medications from the OCPS formulary?




70
   50.   Provide the total number of encounters, for Central Florida, for Behavioral Health and Substance
         Abuse services in 2006, 2007 and YTD as of July 1, 2008. Complete tables below.

Inpatient-Hospi tal Days/1,000 Members
                      2006        2006 Average     2007 Days/1, 000   2007 Average        2008          2008 Average
                   Days/1,000     Cost Per Day                        Cost Per Day      Days/1,000      Cost Per Day
Psychiatric
Alcohol/Sub-
stance abuse
Total


Outpatient-Vi sits/ 1,000 Members
                        2006      2006 Average          2007          2007 Average         2008         2008 Average
                    Visits/ 1,000 Cost Per Visit    Visits/ 1,000     Cost Per Visit   Visits/ 1,000    Cost Per Visit
Psychiatric
    PHD
    MD
    MS
    RN
Alcohol/Sub-
stance abuse
    PHD
    MD
    MS
    RN
Total
   51.   Provide the number of your encounters, for Central Florida, for EAP Services in 2006, 2007 and YTD
         as of July 1, 2008. Use chart below.

       Employee Assi stance Program                  2006                       2007                   YTD 2008
  Visits/1,000 lives
  Percent of covered lives that sought
  services
  A verage number of visits per EAP
  participant

   52.   Describe your Quality Assurance program.

   53.   What clinical studies have been conducted in the past two years?

   54.   What changes have been made as a direct result of the clinical studies?

   55.   How many providers have been terminated from your network as a result of quality issues in 2005,
         2006 and 2007?




   71
56.   Provide your most recent HEDIS data for 2007. Preference is for Central Florida specific data, but at
      minimum Florida data. National data will not be accepted.
INDICATOR                                                                       HEDIS Measurement



Follow-Up After Hospitalization for Mental Illness (30 days)

Follow-Up After Hospitalization for Mental Illness (7 days)

Antidepressant Mgmt: Follow-up Visits Optimal

Antidepressant Mgmt: Acute Med Trial Effective


Antidepressant Mgmt: Effective Drug Therapy Continuation



IMPLEMENTATION


57.   Describe your implementation process if you are the successful Proposer, including significant
      deliverables, project manager and timelines and an implementation date of October 1, 2009. Describe
      in detail your quality oversight on how you will ensure that OCPS’ schedule of benefits will be properly
      loaded so that claims are paid accurately.




72
                 PERFORMANCE STANDARDS & RISK FOR PERFORMANCE MODELS
                                     APPENDIX M

                                       PERFORMANCE STANDARDS

OCPS desires partners whose performance meets or exceeds expectations. Due to past performance
issues and concerns, OCPS is requesting Proposers to include Performance Standards with financial
penalties for not meeting standards, in areas that are critical to overall plan operations and reporting to
OCPS and Plan Trustees. OCPS is proposing the following Performance Standards and Proposers are
encouraged to accept them as proposed. If the Proposer’s system reports on standards that are similar and
cannot be customized to report on the Performance Standards requested, provide an alternative
Performance Standard or Measurement Criteria.

Statistics on performance are to be submitted by the successful Proposer no later than 20 business days
following the end of the reporting period. Failure to submit statistics timely will res ult in the full penalty.
Penalty payments are due within 30 calendar days from the date non-compliance is reported or 60 calendar
days from the reporting period end date for failure to report. Late charges of 1 ½% of the penalty will be
applied for each month payment is overdue.

If performance issues are identified as a continuing problem, Proposer will be required to report more
frequently until performance improves. Additional Performance Standards and financial penalties may be
added during the contract if OCPS or participants experience significant performance issues.

  PERFORMANCE          PERFORMANCE                     MEASUREMENT
    CATEGORY              STANDARD                       CRITERIA                      FEES AT RISK
Plan Implementation
Implementation      Proposer to define the         The Proposer does not          $5,000 for each week
Action Steps and    implementation                 complete tasks within          beyond the assigned
Key Dates.          process and timelines          one week of the due            deliverable date.
                    to accomplish each             date. Contingent upon
                    task.                          OCPS providing all
                                                   information and
                                                   decisions necessary to
                                                   timely complete the task.
ID Card Distribution    ID cards received prior    Proposer to report ID          5% of 1-month
(initial                to the effective date,     cards are produced and         administrative fee if ID
implementation and      but not too far in         mailed 10 calendar days        cards are mailed on or
annual plan             advance.                   before the effective date      after the effective date.
changes).                                          to allow for timely receipt.
Network
Physician Network       < 5% Turnover rate for     Proposer to report             100% of 1-month
Stability.              PCP’s, Specialist’s,       annually on turnover           administrative fee.
                        and Behavioral Health      rates for each of provider
                        Professionals (MD,         type for the preceding
                        PhD, MS, RN).              plan year.
Retail Pharmacy         < 5% Turnover rate for     Proposer to report             100% of 1-month
Network Stability       retail pharmacies.         annually on turnover           administrative fee.
                                                   rates for the preceding
                                                   year for the retail network
                                                   proposed.



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Behavioral Health &    100% of participants at      Annual GeoAccess              1% of annual
EAP Network            covered sites will have      report.                       administrative fee.
Access.                access to a Behavioral
                       Health provider and an
                       EAP provider within 10
                       miles.
Behavioral Health      100% of life-                Assessment of access to       1% of annual
Network Access –       threatening                  providers for members         administrative fee for
Emergent Care.         emergencies will             threatening imminent          each quarter the
                       receive immediate            harm to self or to others     standard is not met.
                       crisis intervention and      and not in control of
                       evaluation.                  these impulses. Proposer
                                                    to report quarterly.
Behavioral Health      100% of non life-            Assessment of access to       1% of annual
Network Access –       threatening                  providers for members         administrative fee for
Emergent Care.         emergencies will             who state or imply that       each quarter the
                       receive a face-to-face       they may do harm to self      standard is not met.
                       evaluation within 8          or others, but are able to
                       hours of the initial call.   maintain impulse control
                                                    for several hours.
                                                    Proposer to report
                                                    quarterly.
Behavioral Health       95% of urgent cases        Assessment of access          1% of annual
Network Access –       will be offered an           for members where no          administrative fee for
Timeliness of Urgent   outpatient appointment       danger is detected but        each quarter the
Appointments.          within 48 hours of the       the person’s ability to       standard is not met.
                       initial phone call.          cope may soon be in
                                                    jeopardy. Proposer to
                                                    report quarterly.
Behavioral Health       90% of members at          Assessment of access to       1% of annual
Network Access –       covered sites with           providers for members         administrative fee for
Timeliness of          routine needs will be        where no danger is            each quarter the
Routine                offered a face-to-face       detected and the              standard is not met.
Appointments.          assessment within 5          person’s ability to cope is
                       days of initial phone        not in jeopardy.
                       call.                        Proposer to report
                                                    quarterly.
Member/Customer Service
Telephone         ≥ 90% of calls                    Proposer to report            1% of 1-month
Responsiveness.   answered by a live                quarterly on monthly          administrative fee for
                  Customer Service                  statistics on Average         each month the standard
                  Representative within             Speed of Answer.              is not met.
                  30 seconds.
Telephone         ≤ 5% call abandonment             Proposer to report            1% of 1-month
Responsiveness.   rate.                             quarterly on monthly          administrative fee for
                                                    statistics on Call            each month the standard
                                                    Abandonment Rates.            is not met.
Telephone              90% 1st call resolution.     Proposer to report            1% of 1-month
Responsiveness.                                     quarterly on monthly          administrative fee for
                                                    statistics on 1st call        each month the standard
                                                    resolution rate.              is not met.


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Website Updates       Proposers website          Member notification of      1% of 1-month
                      should be accurate and     problem areas will be       administrative fee for
                      up-to-date:                brought to the Proposers    each month the
                        - Provider               attention. All confirmed    confirmed problem is not
                            Participation        problem areas are to be     corrected.
                            Status               corrected within 20
                            (Directories)        business days following
                        - OCPS Benefits          notification from OCPS.
                        - Out-of-Pocket
                            Accumulators
                        - Formularies
Claims Payment
Timely Payment.       90% of clean claims        Proposer to report          1% of 1-month
                      are processed in 10        quarterly on monthly        administrative fee for
                      days of receipt.           statistics.                 each month the standard
                                                                             is not met.
Timely Payment –      99% of all claims will     Proposer to report          1% of 1-month
Medical Claims.       be processed within 30     quarterly on monthly        administrative fee for
                      day of receipt.            statistics.                 each month the standard
                                                                             is not met.
Financial Accuracy.   98% Financial              Proposer to report          5% of 1-month
                      Accuracy Rate.             quarterly on monthly        administrative fee for
                                                 statistics.                 each month the standard
                                                                             is not met.
Procedural            Claims payment in          Proposer will administer    100% reimbursement for
Accuracy.             accordance with OCPS       the benefits according to   any overpayments the
                      Medical Indemnity Plan     Plan documents and          Proposer is unable to
                      coverage, limitations      definitions. Any            recover, plus 10% of the
                      and exclusions.            payments made that are      value of the
                                                 not in accordance with      inappropriate payment.
                                                 the Plan and result in
                                                 member or Plan refunds.
                                                 Proposer will be given 40
                                                 business days to correct
                                                 the issue. Proposer to
                                                 report quarterly.
Timely Payment –      99% of all prescriptions   Proposer to report          5% of 1-month
Prescriptions.        received in the mail       quarterly on monthly        administrative fee for
                      facility that do not       statistics.                 each month the standard
                      require patient,                                       is not met.
                      physician or client
                      intervention, will be
                      filled within three
                      business days.
Retail Claims         99% of all retail claims   Proposer to report          5% of 1-month
Adjudication          entered into the           quarterly.                  administrative fee for
Accuracy.             processing system will                                 each month the standard
                      be adjudicated                                         is not met.
                      accurately and in
                      accordance with the
                      client’s defined plan
                      specifications.

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Mail Service Claims   99% of all mail service    Proposer to report          5% of 1-month
Adjudication          claims entered into the    quarterly.                  administrative fee for
Accuracy.             processing system will                                 each month the standard
                      be adjudicated                                         is not met.
                      accurately and in
                      accordance with the
                      client’s defined plan
                      specifications.
J Codes Updates -     J Code listing             Proposer to report          100% reimbursement for
PBM                   (excluding neoplastic      quarterly.                  any inappropriate
                      drugs) will be updated                                 payment made by the
                      monthly and provided                                   Group Health ASO as a
                      to the Group Health                                    direct result of not
                      ASO within 20                                          submitting the updated
                      business days                                          list timely, plus a penalty
                      following the end of the                               equal to 10% the value
                      month.                                                 of the inappropriate
                                                                             payment.
J Codes Processing    Medical Director will      Proposer to report          100% reimbursement for
Updates– Group        review updated J Code      quarterly.                  any inappropriate
Health ASO            listing and all approved                               payment made (in which
                      drugs will be loaded                                   the Proposer is not able
                      into the administrative                                to recover) as a direct
                      system to block claims                                 result of not timely
                      payment within 20                                      processing the updated
                      business days of                                       list, plus a penalty equal
                      receipt.                                               to 10% of the value of
                                                                             the inappropriate
                                                                             payment.
Reporting
Monthly Reports –     Proposer will produce      Reporting in accordance     Accuracy: 10% of 1-
Accuracy.             and provide accurate       with OCPS data              month administrative fee
                      and complete data as       specifications. Proposer    for each month the
                      required by OCPS.          will be given 20 business   standard is not met.
                                                 days following
                                                 submission to correct       Timeliness: additional
                                                 any identified and          1% of 1-month
                                                 confirmed errors in the     administrative fee for
                                                 data submission.            each month the report is
                                                                             not received.




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Quarterly Reports –   Proposer will produce     Reporting in accordance      Accuracy: 10% of 1-
Accuracy.             and provide accurate      with OCPS data               month administrative fee
                      and complete data as      specifications. Proposer     for each quarter the
                      required by OCPS.         will be given 20 business    standard is not met.
                                                days following
                                                submission to correct        Timeliness: additional
                                                any identified and           10% of 1-month
                                                confirmed errors in the      administrative fee for
                                                data submission.             each month until the
                                                                             report is received.

Ad hoc Reports        Proposer will produce     OCPS will notify             Accuracy: 1% of 1-
                      and deliver Ad hoc        Proposer of reports that     month administrative fee
                      reports with content      are not received timely or   for each month the
                      that as mutually agreed   do not include data in the   standard is not met.
                      upon, no later than 20    mutually agreed upon
                      business days             format. Proposer will        Timeliness: additional
                      following the request.    have 20 business days to     1% of 1-month
                                                correct the problem and      administrative fee for
                                                resubmit the report to       each month until the
                                                OCPS.                        report received.

Medicare Retiree      Proposer will file        Proposer to report           5% of 1-month
Drug Subsidy Filing   appropriate data with     monthly on the date          administrative fees for
                      CMS monthly.              submitted to CMS.            each month the
                      Submission is                                          submission is late.
                      considered timely if                                   Proposer will pay OCPS
                      submitted no more                                      the estimated subsidy
                      than 20 business days                                  due if submission is
                      after the end of the                                   more than 3 months late.
                      month.                                                 OCPS will reimburse
                                                                             Proposer the estimated
                                                                             subsidy upon receipt of
                                                                             actual subsidy from
                                                                             CMS.


Audits
Data Request          Proposer will provide     Documentation of the         5% of 1-month
                      timely and accurate       date data was requested      administrative fee.
                      data within 20 business   and the date data was
                      days following the        provided.
                      request by the OCPS
                      Actuary or Third Party
                      auditor hired by OCPS.




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Onsite Scheduling      Proposer will schedule       Documentation of the        5% of 1-month
                       and complete onsite          date the onsite review      administrative fee.
                       audit within 90              was initially requested
                       calendar days from the       and the date the onsite
                       date the Third Party         review was completed.
                       auditor initially requests
                       to schedule the onsite
                       review.


Audit Reconciliation   Proposer will reconcile      Documentation of the       5% of 1-month
                       the audit results within     date the audit report was administrative fee.
                       40 business days from        received and the date the
                       receipt of the audit         reconciliation was sent to
                       report.                      Third Party auditor.



Actuarial Reports
Data Request           Proposer will provide        Documentation of the        5% of 1-month
                       the OCPS Actuary             date data is submitted to   administrative fee for
                       complete and accurate        the Actuary.                each Data Request that
                       claims and eligibility                                   does not meet the
                       data, in a mutually                                      standard.
                       agreeable format, that
                       is necessary to
                       complete:
                       - Medicare Part D
                           Attestation
                       - GASB 45 Valuation
                       - Annual Inpatient
                           Utilization Analysis

                       Data to be submitted
                       no later than 20
                       business days of the
                       request for data.
Eligibility Processing
Eligibility            Proposer will load       Proposer to report              100% reimbursement for
Reconciliation.        eligibility file(s) and  quarterly on monthly            any overpayments the
                       provide discrepancy file statistics.                     Proposer is unable to
                       to OCPS or designated                                    recover due to
                       Vendor within 5                                          inappropriate claims
                       business days of                                         payment on ineligible
                       receipt.                                                 members, plus 10% of
                                                                                the value of the
                                                                                inappropriate payment.




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Grievance Procedure
Grievance Hearing   Account Manager and        Attendance records for    Arrival Time > 15
Attendance.         appropriate Clinical       each Grievance Hearing.   minutes after the
                    Representative (such                                 scheduled meeting start
                    as Medical Director,                                 time = $1,000 penalty
                    PharmD, etc.) required                               per hearing for each
                    to attend and be on                                  representative who
                    time for scheduled                                   arrives late per meeting.
                    Grievance Hearings.

Meeting Attendance
Monthly Operational Account Manager and        Unexcused absences, in    $1,000 penalty per
Meetings.           appropriate Clinical       which OCPS is not         unexcused absence.
                    Representative (such       notified and authorizes
                    as Medical Director,       the absence in advance.
                    PharmD, etc.) required
                    to attend and
                    participate in regularly
                    scheduled meetings.
Quarterly Status    Account Manager and        Unexcused absences, in    $1,000 penalty per
Meetings.           appropriate clinical       which OCPS is not         unexcused absence.
                    representative (such as    notified and authorizes
                    Medical Director,          the absence in advance.
                    PharmD, etc.) required
                    to attend and
                    participate in regularly
                    scheduled meetings.
Run-out Services
                                                                         All penalties apply during
                                                                         the run-out period.




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                                       RISK FOR PERFORMANCE

With more than $125 million in medical expenses, OCPS is interested in Proposers who are willing to share
in a Risk for Performance reimbursement model. Indicate your firm’s willingness to accept the following
arrangement. Include any other risk for performance models your firm is proposing in the Administrative
Cost Worksheet.

  PERFORMANCE                PERFORMANCE         MEASUREMENT
    CATEGORY                   STANDARD              CRITERIA                  FEES AT RISK
Inpatient Utilization.   Commercial bed days   Proposer will report    If the bed days are between
                         will be  268         actual bed days         255 and 281 days/1000, no
                         days/1000.            monthly. Results will   reward or penalty.
                                               be compared against
                                               the goal of 268       If bed days are between 241
                                               days/1000.            and 254 days/1000, OCPS
                                                                     will reward the Proposer the
                                               Results will be       equivalent value of ½ of a
                                               compared against the bed day for each day/1000
                                               target of 268/100 for for each bed day below 254
                                               commercial members days/1000.
                                               only by plan based
                                               upon annual results   If bed days are between 281
                                               which will be         and 295 days/1000,
                                               calculated by 1/1     Proposer will pay OCPS the
                                               each year.            equivalent value of ½ of a
                                                                     bed day for each day over
                                                                     281 days/1000.

                                                                       For example:

                                                                       1 bed day = $2,500
                                                                       ½ bed day = $1,250
                                                                       Bed Days Experience =
                                                                       250/1000
                                                                       Membership = 32,000

                                                                       Reward
                                                                       254 – 250 = 4 beds
                                                                       days/1000 saved or 128 bed
                                                                       days

                                                                       128 x $1,250 = $160,000
                                                                       reward paid to Proposer by
                                                                       OCPS




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