LEE COUNTYSOUTHWEST FLORIDABOARD OF COUNTY COI~I~IISS~ONERS

kwiktag ~ 113 501 654

John E. ManningDistrict One

Brian BigelowDfstflct Two

Ray JudahDisbict Three

Tammy HallDtsfrict Four

Frank MannDistrict Five

Karen B HawesCounty Manager

Michael D, HuntCounty Attorney

Diana M. Parker

239,533.5450

February 3,2012

United HealthcareMs. Carolyn Long5550 Park Valley RdSchnecksville PA 18078

SUBJECT: RFP-11-14 GROUP MEDICARE ADVANTAGE PLANS WITHPRESCRIPTION DRUG COVERAGE FOR RETIREES

ENCLOSURE (1): Two Executed Originals: Administrative Services AgreementCommercial Wrap Prescription Drug Plan & MedicareAdvantage with Prescription Drug Benefit Group Agreement

Dear Ms. Long:

Enclosed are your executed originals of the Administrative Services AgreementCommercial Wrap Prescription Drug Plan & Medicare Advantage with PrescriptionDrug Benefit Group Agreement for the project known as "RFP-11-14 GroupMedicare Advantage Plans with Prescription Drug Coverage for Retires".

If you should have any questions, please contact our office at the abovenumber.

Sincerely,

C~d~oga~)

C: Mary Lou Carroll, Human ResourcesLynne Peterson, Human ResourcesProject File

P.O. Box 398, Fort Myers, Florida 33902-0398 (239) 533-2111lee-county.corn

AN EQUAL OPPORTUNITY AFFIRMATIVE ACTION EMPLOYER

ADMINISTRATIVE SERVICES AGREEMENTCOMMERCIAL WRAP PRESCRIPTION DRUG PLAN

This Administrative Services Agreement (the "~oreement") is made and entered intoeffective as of the 1st of January, 2012, by and between UNITEDHEALTHCARE INSURANCECOMPANY, a Connecticut corporation, on behalf of itself and United Affiliates, hereinaftercollectively referred to as "UnitedHealthcare ("United") and Lee County Board of CountyCommissioners, a political subdivision and charter county of the State of Florida ("~").

RECITAL OF FACTS

A. ]t~e Medicare Coverage Gap Discount Program ("CGDP"), which is set forth atSection 1860D-14A of the Social Security Act ("SSA"), requires drug manufacturers, as acondition of Part D coverage for their drugs, to make discounts available to ApplicableBeneficiaries (as hereinafter defined) who are receiving Applicable Drugs (as hereinafterdefined) while in the coverage gap ar~der their Medicare Part D Plan (as hereinafter defined).

B. Guidance issued by the federal Centers for Medicare and Medicaid Services("CMS") provides that employer group welfare plan benefits that provide commercial (non-PartD) wrap-around coverage that supplements a basic Medicare Part D Plan benefit package mayaccess discounts available under CGDP before applying benefits coverage under the commercialwrap coverage.

C. Group sponsors one or more employee group health plans (collectively,Plan") including a PDP Plan (as hereinafter defined) for its Eligible Members (as hereinafterdefined) and desires, to also sponsor a commercial wrap plan in accordance with CMS guidanceas described above.

D. Group wishes to engage United, and United desires, to provide certain administrativeservices to Group in connection with Group’s Wrap Plan (as hereinafter defined).

AGREEMENT

NOW THEREFORE, for and in Consideration of the payment by Group of theAdministrative Fees, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

1.01 ~eement means this Administrative Services Agreement and any EOC and otherdoanments attached hereto and incorporated herein by reference, and any written modificationsor amendments thereto.

1.02 Administrative Fees means the monthly fees payable to United by Group as set forthin the Underwriting Approval Form (UAF) incorporated herein by this reference.

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1.10 Group Plan means the employee welfare benefit plan sponsored by Group, as fromtime to time modified, amended or restated.

1.11 Medicare Laws and Reffalations mean, collectively, the MMA, the regulationsimplementing the Medicare Part D Plan provisions of the MMA at 42 CFR Part 423, guidance,instruction and other directives from CMS relating to Medicare Part D Plans and the CGDP.

1.12 Medicare Part D Plan means a Medica~e Part D Prescription Drag Benefit Plan.

1.13 Member means an Eligible Member who is enrolled in and covered by the WrapPlan.

1.14 .PPD Plan means the 800-series Medicare Part D Plan offered by Group andadministered by United.

1.15 ~Lg_P Plan means the self-funded employer group health plan sponsored by Groupthat provides wrap around coverage that supplements coverage under the PDP Plan and forwhich discounts under the CGDP axe available to Members who are Applicable Beneficiaries.

2. GROUP’S RESPONSIBILITIES

2.01 Submission of Eligibility List and Enrolh~aent. Group shall submit an initiat list ofEligible Members (the "Group Eligibility List") within thirty (30) days of the date of executionof this Agreement. Group agrees, suloject to circumstances beyond its reasonable control, tosubmit a complete and updated list of Eligible Members on the first day of each month dnringthe term of this Agreement.

2.02 Notice of Disenrollment. In the event a Member no longer meets Group’s eligibilityrequirements for participation in the Wrap Plan or terminates enrollment in the Wrap Plan,Group shall provide written notice to United within thirty-one (31) days of such Member’s lossof eligibility or termination from the Wrap Plan.

2.03 Payments to United. Group will pay United the Group PMPM Payments inaccordance with Section 4 of this Agreement.

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3.01.05. Deposit and Disbursement of Funds. Subject to Section 4, United shallmaintain an accounting of all monies received from Group or otherwise arising from theoperation of the Wrap Plan and shall make disbnrsements on behalf of the Wrap Plan in suchamounts and at such times as the same are required.

3.02 ~l_0enses. United will not be considered the insurer, guarantor or underwriter ofthe liability of the Group to provide benefits for the Group’s Members. Group will beresponsible for all expenses incident to the operation of the Wrap Plan, except as may bespecifically assumed by United under this Agreement.

3.03 Incorrect Pa~fments. If any payment is made hereunder to or for an ineligibleperson, or if it is determined that more or less than the correct amouslt has been paid by United,United shall take all reasonable steps to recover the payment made to or for the ineligible personor the amom~t of the overpayment made to or for any eligible person, or will adjust theunderpayment. United agrees to investigate all questionable claims or payments referred to it byGroup, to report to Group the results, and to attempt to collect any payments improperly paid.United is not liable to Group for any overpayment to the extent Group contributed to the cause ofthe overpayment or for any legal expenses incurred in a court or other proceeding to recover anyoverpayment when Group cont~buted to the overpayment. Such overpayments and expensesshall be the responsibility of Group. If United is unsuccessful in its attempts to recover anyimproper payment, it shall so ~aotify Group in order that Group may take such actions as it shalldeem appropriate to collect such amount.

4. FUNDING; REPORTING; ADMINISTRATIVE FEES; NOTICES

4.01 Group PMPM Payments. It is the express intention of the parties hereto that, at alltimes during the term of this Agreement and any renewal or extension thereof United shall beentitled to reimbursement for Covered Benefits under the Wrap Plan and Administrative Fees.This Section 4.01 shall survive the termination or expiration of this Agreement. Allreconciliations in connection with the foregoing shall be made in accordance with the followingprovisions:

4.01.01 Account. United will collect Group PMPM Payments and pay claimsand expenses through a UnitedHealthcare bank account.

4.01.02 Pharmaceutical Manufacturers’ Coverage Gap Discount. United shalladminister Pharmaceutical Manufacturers’ discounts on applicable brand name drugs in thecoverage gap pursuant to the Medicare Coverage Gap Discount Program (CGDP) set forth atSection 1860D-14A of the Social Security Act (SSA) and CMS regulatory guidance. Unitedshall collect all discounts or rebates that are attributable to Member use of the applicable dragproducts subject to those discount agreements, and disburse to Group all amounts received fromsaid drug manufacturers on behalf of Group within thirty (30) calendar days after the and of thecalendar quarter in which they were received.

4.01.03 Monthly Account Report. United shall provide Group with standardizedmonthly electronic reporting specifying (i) Group PMPM Payments for the month, (ii) any

Group, or wholly or in part through a subsidiary or affiliate of Group, or on behalf of Group by athird party, including but not limited to a COBRA coverage administrator; provided that Groupwill remain liable to United for satist~action of the obligations to be perfomled by Group underthis subsection. United is not responsible for acts or omissions of Group or designee and shall beheld harmless subject to the limitations of Florida Statute Chapter 768 for failure by Group tofulfill its obligations, including but not limited to iZailure to provide proper notice.

5. BENEFITS AND CONDITIONS FOR COVERAGE

The parties hereto acknowledge and agree that the EOC constitutes an integral part of thisAgreement, and includes a complete description of Covered Benefits under the Wrap Plan at thetime this Agreement is executed.

6. PARTIES AFFECTED BY THIS AGREEMENT; RELATIONSHIPS BETWEEN PARTIES

6.01 Relationship of Parties. Group is not the agent or representative of United and shallnot be liable for any acts or omissions of United, its agents, employees or providers, or any otherperson or organization with which United has made, or hereafter shall make, arrangements forthe performance of services to be provided pursuant to this Agreement or the Wrap Plan.

6.02 Compliance with the Health Insurance Portability and Accountability Act of 1996;Creditable Coverage. If applicable, United agrees to furnish written certification of priorcreditable coverage ("~Certificates") to all Members eligible to receive such certificates asrequired by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Unitedand Group acknowledge and agree that United’s agreement to issue said Certificates to allMembers eligible to receive such certificates relieves Group of its obligation under HIPAA tofurnish Certificates. Group acknowledges that United is relying upon eligibility information anddata (including, but not limited to, Member’s name and current address) furnished by Group andGroup hereby further agrees to (a) notify United of all terminations within thirty (30) days of thetermination, (b) provide Uhited with eligibility information and data within thirty (30) days of itsreceipt or change of such information, and (c) be liable for money damages in tort for anyinjuries to or loses of property, personal injury, or death caused by the negligent or wrongfulact(s) or omission(s) of any official or employee of the Group while acting within the scope ofthe official’s or employee’s office or employment under circumstances in which a private personwould be held liable in accordance with the general laws of the State of Florida, subject to thelimitations of $200,000.00 or any claim or judgment, or portions thereof, which when totaledwith all other claims or judgments paid by the County arising out of the same incident oroccurrence, does not exceed the sum of $300,000.00, as set out in Section 768.28, FloridaStatutes, as it may be revised or amended from time to time, arising out of its failure to providethe foregoing to United (provided, however, in no event shall such indemnification extend to anyliability arising from United’s gross negligence or willful misconduct in compliance withHIPAA).

6.03 Books and Records; Audits.

data encryption methodologies (where applicable), access control mechanisms, identification andauthentication procedures, account administration procedures, personnel security policies, andinfrastructure protection measures. The parties hereto shall each ensure that any agent orsubcontractor to whom said party provides such information agrees, in writing, to implementreasonable and appropriate safeguards to protect the confidentiality, integrity, and availability ofsuch information and any such agent or subcontractor must agree, in writing, to be bound by thesame terms and conditions relating to the security of electronic info~anation which apply to theparties hereto pursuant to this Section 6.06.

6.07 Indemnifications.

(a) Subiect to the limitations of Florida Statute Chapter 768, Group hereby releases andagrees to defend, indemnify and hold United, its affiliates, shareholders, directors, officers,employees, agents, successors and assigns (collectively, ~United Inden-mities") harmless fromand against any and all claims, actions, damages, liability, and expense (including reasonableattorneys’ fees and expenses) in connection with any act or omission of Group, related to orarising out of Group’s obligations under this Agreement.

(b) United hereby releases and agrees to defend, indemnify and hold Group, its affiliates,shareholders, directors, officers, employees, agents, successors and assigns (collectively "~Indemnitees") harmless from and against any and all claims, actions, damages, liability andexpense (including reasonable attorneys’ fees and expenses) in cmmection with any act oromission of United, related to or arising out of United’s’ obligations under this Agreement.

The provisions of this Section 6.07 shalt survive the expiration or early termination ofthis Agreement.

7. TERM OF AGREEMENT; RENEWAL PROVISIONS

7.0I Initial Term. The term of this Agreement shall be for one (1) calendar year,commencing on the Group Coverage Effective Date, and shall continue until December 31,2012, unless this Agreement is sooner terminated or extended as provided herein.

7.02 Renewal of Term. This Agreement shall not automatically renew. At least onehundred twenty (120) days prior to the armiversary date of this Agreement (or any renewal term),United shall send Group written notice indicating whether United desires to renew thisAgreement, which shall include any proposed modifications of terms including AdministrativeFees (each a "Renewal/Nonrenewal Notice"). If United indicates in the Renewal/NonrenewalNotice that United desires to renew this Agreement, Group shall notify United in writing at leastthirty (30) days from and after receipt of the Renewal/Nonrenewal Notice of whether it (a)desires to extend this Agreement at the modified terms provided in the Renewal/NonrenewalNotice, (b) desires to extend this Agreement hut wishes to negotiate modifications to thisAgreement, or (c) does not desire to renew this Agreement. The parties agree that, in the eventGroup exercises option (b) above, they will each negotiate in good faith for the renewal of thisAgreement. In the event Agreement is renewed, such renewal shall be evidenced by a writtenamendment to this Agreement executed by both parties.

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8.04 Effect of Termination of the PDP Plan. This Agreement shall terminate upon theeffective date of United ceasing to offer the PDP Plan to Group for any reason.

8.05 Return of Group PMPM Payments Followin~ Termination. In the event oftermination of this Agreement by either United or Group, United shall, within thirty (30) days ofthe effective date of such termination, prepare a final reconciliation report in the same manner asMonthly Reconciliation Reports are prepared. In such case, (i) United shall return to Group thepro-rata portion of the Group PMPM Payments, less any amounts to be paid for CoveredBenefits or due to United for Administrative Fees, and (ii) Group shall return to United anyshortfall of C~roup PMPM Payments as compared with Covered Benefits plus AdministrativeFees as contemplated by Section 4.01.04 of this Agreement for the period during which tl~sAgreement was in effect.

9. MISCELLANEOUS PROVISIONS

9.01 Governing Law. This Agreement is subject to the laws of the State of Minnesotaunless preempted by the laws and the regulations of the United State of America, including theMedicare Laws and Regulations.

9.02 Names, Logos and Service Marks. United reserves the right to control all use of itsname, product names, symbols, logos, trademarks, and service marks currently existing or laterestablished. Group shall not use United’s name, product names, symbols, logos, trademarks, orservice marks without obtaining the prior written approval of United, which approval shall not beunreasonably withheld or delayed. Group reserves the right to control all use of its name,product names, symbols, logos, trademarks, and service marks currently existing or laterestablished. United shall not use Group’s name, product names, symbols, logos, trademarks, orservice marks without obtaining the prior written approval of Group, which approval shall not beur~reasonably wittkheld or delayed.

9103 Assignment. This Agreement and the rights, interests and benefits hereunder shallnot be assigned, transferred, pledged, or hypothecated in any way by either party and shall not besubject to execution, attachment or similar process, nor shall the duties imposed herein besubcontracted or delegated by any party without the prior written approval of the other party.Notwithstanding the foregoing or any other provision of this Agreement to the contrary, eitherparty shall have the right, without the consent of the other party, to assign its interest hereunderto any Affiliate, or to an entity that acquires all or substantially all of such party’s business orassets, or to any successor of Group resulting from a merger, consolidation or other corporaterestructuring. For purposes of this Section 9.03, the term "Affiliate" means any corporation orother business entity that controls, is controlled by or is ar~der conm~on control with a party.

9.04 Severability. The unenforceability or invalidity of any part of this Agreement shallnot affect the enforceability and validity of the balance of this Agreement.

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9.I0 Headings. The headings of the various sections of this Agreement are insertedmerely for the purpose of couvenience and do not expressly, or by implication, limit or define orextend the specific terms of the section so designated.

9.11 No Third Part,/Beneficiaries. This Agreement sl~all not create any fights in anythird parties who have not entered into this Agreement, nor shall this Agreement entitle any suchthird party to enforce any rights or obligations that may be possessed by such third party.

9.12 Dispute Resolution.

9.12.01 Negotiation Between Executives. The parties shall attempt in good faithto resolve any dispute arising out of or relating to this Agreement promptly by negotiationbetween executives who have authority to settle the controversy and ~vho are at a higher level ofmanagement than the persons with direct responsibility for administration of this Agreement.Any party may give the other party written notice of any dispute not resolved in the normalcourse of business. Such notice shall include: (a) a statement of that party’s position and asmnmary of arguments supporting that position; and (b) the name and title of the executive ~vhowill be representing that party and of any other person who will accompany the executive("Initial Notice"). Within twenty (20) business days after delivery of the Initial Notice, thereceiving party shall respond with: (a) a statement of that party’s position and a summary ofarguments supporting that position; and (b) the name and title of the executive who willrepresent that party and of any other person(s) who will accompany the executive. Within thirty(30) business days after delivery of the Initial Notice, the executives of both parties agree to at amutually acceptable time and place (including, but not limited to, by teleconfe~enCb);’ andthereafter as often as they mutually deem reasonable and necessary, to att~i~pt to res0Ive thedispute. All negotiations pursuant to this clause are confidential and shall be treated ascompromise and settlement negotiations for purposes of applicable roles of evidence.

9.12.02 Arbitration. Except that either party to this Agreement may seekinjunctive relief or a prejudgment attachment in a court of competent jurisdiction, and except asotherwise specifically provided for herein, any and all controversies, disputes, or claims arisingout of or relating to this Agreement, or any part hereof, including, without limitation, themeaning, applicability, or scope of this Section 9.12.02 and to the performance, breach,interpretation, meaning, construction, or enforceability of this Agreement, or any portion hereof,and all claims for rescission or fraud in the inducement of this Agreement, shall, at the request ofeither party, be settled or resolved by binding arbitration pursuant to the commercial rules andregulations of the American Arloitration Association for the resolution of commercial disputes.

9.12.03 Costs. All costs of the arbitration proceedings, arbitrators’ fees, shall beborne equally by the parties, provided that each party shall bear its own legal expenses.

9.12.03 Miscellaneous. The parties may, by written agreement signed by bothparties, alter any time deadline, location(s) for meeting(s), or procedure outlined herein. Theprocedure specified herein shall be the sole and exclusive procedure for the resolution of disputesarising out of or related to this Agreement. To the fullest extent permitted by law, any arbitration

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MEDICARE ADVANTAGE WITH PRESCRIPTIONDRUG BENEFIT ("MA-PD") GROUP AGREEMENT

This Medicare Advantage with Prescription Drag Benefit ("MA-PD") GroupAgreement (the "Agreement") is entered into effective as of January 1, 2012 (the"Effective Date") between UNITEDHEALTHCARE INSURANCE COMPANY, aCormecticut corporation, on behalf of itself and United Affiliates, hereinafter collectivelyreferred to as "UmtedHealthcare," and Lee County Board of County Commissioners, apolitical subdivision and charter county of the State of Florida, hereinafter referred to as"Group."

RECITAL OF FACTS

UnitedHealthcare is a Medicare Advantage with Prescription Drug Benefit PlanSponsor certified by the Centers for Medicare & Medicaid Services ("CMS") to offer aMedicare Advantage with Prescription Drug Benefit Plan(s) ("MA-PD Plan").

Group is an employer or other entity which sponsors an employee welfare benefitplan (the "Group Plan") and desires to provide a UnitedHealthcare MA-PD Plan for itsEligible Retirees and their eligible Dependents.

AGREEMENT

NOW THEREFORE, in consideration of the application of Group for the medicaland prescription drug benefits provided under this Agreement, in accordance with theMedicare Laws and Regulations and in consideration of the periodic payment of MA-PDPlan Beneficiary Premiums on behalf of Members in advance as they become due,U~itedHealthcare agrees to provide coverage for Covered Medical Services and CoveredPart D Drugs to Group Plan participants ei~rolled as Members in the UnitedHealthcareMedicare Advantage with Part D Plan, subject to all terms and conditions of thisAgreement, including the Evidence of Coverage and any attaclm~ents thereto.

1. DEFINITIONS

1.01 _&g~eement is this Medicare Advantage with Prescription Drug BenefitPlan Group Agreement, including, but not limited to, the Evidence of Coverage andDisclosure Information, Sarnmary of Benefits, Limitations and Exclusions, otherattachments and any amendments thereto.

1.02 Centers for Medicare & Medicaid Services ("CMS") is a Federal Agencywithin the United States Department of Health and Human Services and is responsible foradministering various Medicare programs.

1.03 Coinsurance is the portion of covered health care costs the Member isfinancially responsible for, usually a specified percentage: Coinsurance is usually

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any amendments thereto. The EOC is incorporated fully into this Agreement byreference.

1.11 Grou12 is the single employer or other entity identified above.

1.12 Group_Plan is the employee welfare benefit plan sponsored by Group.

1.13 Group Contribution is the amount of the MA-PD Plan BeneficiaryPremium applicable to each Member which is paid by Group.

1.14 Low Income Subsidy Eligible Individual is a Medicare beneficiary who iseligible for a low-income subsidy for coverage under a Medicare Advantage withPrescription Drug Benefit Plan, as described in the Medicare Laws and Regulations.

1:15 MA-PD Plan is a Medicare Advantage with Prescription Drug BenefitPlan described in this Agreement, subject to modification, amendment or terminationpursuant to the terms of this Agreement and the Group Plan.

1.16 MA-PD Plan Beneficiary Premimns are anmunts established byUnitedHealthcare and approved by CMS to be paid to UnitedHealthcare by or on behalfof each Member enrolled in the MA-PD Plan for coverage under the MA-PD Plan. Theamount, method of payment, and Group Contribution to the MA-PD Plan BeneficiaryPremium, if any, is set forth the Medicare Complete Employer Contribution and LISSign-OffForm or comparable document. The MA-PD Plan Beneficiary Premiums mayinclude late enrollment penalties as assessed by CMS for those beneficiaries who did nothave creditable prescription drug coverage for a period that exceeds 63 days from or aftereligibility for Medicare Part D.

1.17 Medicare Laws and Regulations are, collectively, the MedicarePrescription Dmg, Improvement, and Modernization Act of 2003 (the "MMA"), theregulatio~rs implementing the Medicare Advantage provisions at 42 CFR Part 422,together with g~idance, instruction and other directives from CMS relating to MedicareAdvantage Plans, and the regulations implementhag the Part D Plan provisions of theMMA at 42 CFR Part 423, together with guidance, instruction and other directives fromCMS relating to Medicare Part D Plans.

1.18 Medicare Part D Plan is a Medicare Part D Prescription Drug Benefit Plan.

1.19 Member is the Subscriber or any Dependent who is eligible, enrolled andcovered by the MA-PD Plan.

1.20 Open Enrollment Period is the annual period established by Group, oranother period required by CMS, during which all eligible and prospective GroupSubscribers and their eligible Dependents may enroll in the MA-PD Plan.

1.21 Retiree is a former employee or union member of Group who meets theGroup Plan’s definition of a Retiree.

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2.02.01 Enrollment/Election. A properly completed Enrollment mustbe submitted to UnitedHealthcare by Group for each Eligible Retiree and eligibleDependent to be enrolled in the Plan. In its discretion, UnitedHealtbcare may accept auniform group Er~rollment (without individual election forms) if such group Enrollmentis conducted pursuant to the Medicare La~vs and Regulations. Required elements for anenrollment axe: the plan name of the Medicare Advantage with Prescription Drug Plan;product/premium choice (if applicable); the Member’s name; the Member’s date of birth;the Member’s sex; the Member’s peru~anent residence address; the Member’s Medicarenumber; the Member’s response to the ESRD question; contact information for theMember’s authorized representative; Group’s name and group number; and theMember’s response to the question of which Medicare Advantage plan the beneficiary iscurrently a member of and to which Medicare Advantage plan the beneficiary ischanging.

2.02.02 Time of Enrollmentl All Enrollments shall be completed andsubmitted by Group to UnitedHealthcare during the Open Enrollment Period. The EOCapplicable to the MA-PD Plan includes information regarding Initial Election Periods andSpecial EIection Periods as defined by CMS during which Subscribers and Dependentsmay enroll in the MA-PD Plan outside of the Open Enrollment Period. Group shallprovide notice to existing and/or prospective Members of the applicable Open EnrollmentPeriods.

2.02.03 Notice and Certification. Group shall provide a writtennotice prepared by UnitedHealthcare to Eligible Retirees and eligible Dependents at thecommencement of the Open Enrollment Period and throughout the year to persons whobecome eligible at times other than during the Open Enrollment Period. The writtennotice shall provide notice of the availability of coverage under the MA-PD Plan.

2.02.04 Enrollment Record Retention. Group’s record of theMember’s enrollment election must exist in a format that can be easily, accurately andquickly reproduced for later reference by each individual member, UnitedHealthcareand/or CMS, as necessary, and be maintained by Group for the term of this Agreementand for ten (10) years thereafter.

2.03 Commencement of Coverage. The comnrencement date of coverage underthe MA-PD Plan shall be in accordance with the terms of tkis Agreement and theMedicare Laws and Regulations (or, if applicable, in accordance with the eligibility dateCMS communicates to UnitedHealthcare). UnitedHealthcare’s acceptance of eachMember’s Enrollment is contingent upon receipt of the applicable MA-PD PlanBeneficiary Premium payment and CMS’s confirmation of enrollment.

2.04 Notice of Disenrollment. In the event a Member no longer meets Group’seligibility requirements for participation in the MA-PD Plan, or a Member elects todiscontinue beIng covered by the MA-PD Plan, Group and/or Member shall providewritten notice to UnitedHealthcare of such Member’s disenrollment from the MA-PDPlan or Group shall provide notice via the nronthly electronic eligibility submission, if

UnitedHealthcare, at the Subscriber’s then current address. Group shall promptly provideUnitedHealthcare with a copy of the notice of termination delivered to each Subscriber,along with evidence of the date the notice was provided. In the event thatUnitedHealthcare terminates Member’s enrollment in the MA-PD Plan for non-paymentof MA-PD Plan Beneficiary Premium or UnitedHealthcare’s non-renewal of thisAgreement, Members will receive notice of termination from UnitedHealthcare.

If, pursuant to Sections 3.07.01 and 3.07.02 below, UnitedHealthcare orGroup increases MA-PD Plan Beneficiary Pre~nium payable by the Subscriber, or ifUnitedHealthcare increases Copayments or reduces Covered Services and Covered PartD Drugs provided ~nder this Agreement, UnitedHealthcare or Group, as applicable(whichever party promulgates the change) shall promptly notify all Members enrolledthrough Group of the increase or reduction. In addition, UnitedHealthcare or Group, asapplicable (whichever party promulgates the change) shall promptly notify Membersenrolled through Group of any other changes in the terms or conditions of this Agreementaffecting the Members’ benefits or obligations under the MA-PD Plan. Unless thechange is to be communicated by UnitedHealthcare through the Armual Notice of Change(ANOC) process, Group shall provide such notice by delivering to each Subscriber a true,legible copy of the notice of the MA-PD Plan Beneficiary Premium or Copaymentincrease or reduction in Covered Services and Covered Part D Drugs sent fromUnitedHealthcare to Group at the Subscriber’s then current address. When required byCMS, Group shall promptly provide UnitedHealthcare with a copy of the notice of MA-PD Plan Beneficiary Premium or Copayment increase or reduction in Covered Servicesand Covered Part D Drags delivered to each Subscriber, along with evidence of the datethe notice was provided. UnitedHealthcare shall have no responsibility to Members inthe event Group fails to provide the notices required by this Section 3.02.

3.03 Indemnification. Subject to the limitations of Florida Statute Chapter 768,C~roup agrees to indemnify, defend and hold UnitedHealthcare and its affiliates harmless(including reasonable attorneys’ fees) arising out of Group’s failure to perform itsobligations as set forth in this Section 3.

3.04 MA-PD Plan Beneficiary Premiums. MA-PD Plan Beneficiary Premiumsare set forth in the applicable docmnent and will be paid to UnitedHealthcare by the DueDate in accordance with Section 3.06.

3.05 Late Enrollment Penalty. MA-PD Plan Beneficiary Premiums mayinclude any late enrollment penalties as determined applicable by CMS. Tbe latee~rollment penalty is based on the national average Part D bid amount set by CMS and isassessed for each month a beneficiary has not enrolled in a Medicare Advantage withPrescription Drug Benefit plan, when eligible or a beneficiary does not have creditablecoverage (coverage containing a prescription drug benefit that is equivalent to MedicarePart D). The late enrollment penalty is cmmnunicated to UnitedHealthcare by CMS uponconfirmation of beneficiary enrollment by CMS. In the event a beneficiary is assessed alate enrollment penalty by CMS, UnitedHealthcare will pass on this premium penaltywithin the group billing. Group may choose to pass on this penalty to or pay on behalf ofGroup members. In the case where UnitedHealthcare bills nrembers directly for

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Group must notify UnitedHealthcare in writing prior to the billing date of anyknown changes in Enrollee status or eurolhnent, voluntary or involuntary, by the end ofthe month following such change. Such written notification must include the request forchange, effective date, and reason for change.

Group cannot request a voluntary disenrollment of an Enrollee. Group mustnotify UnitedHealthcare in writing of any known changes in Enrollee status orenrollment, voluntary or involuntary, by the end of the month following such change.

Any imposition of or increase in any premium tax, guarantee or uninsured fundassessments, or other governmental charges relating to or calculated in regard to the MA-PD Plan Beneficiary Premiums shall be automatically added to the MA-PD PlanBeneficiary Premiums as of their legislative effective dates, as permitted by law. Inaddition, any change in law or regulation that significantly affects UnitedHealthcare’scost of operation shall result in an increase in the MA-PD Plan Beneficiary Premiums, inan amount to be determined by UnitedHealthcare, as of the next available date of MA-PDPlan Beneficiary Premiums adjustment, as permitted by law.

3.10 Member/Markefin~ Materials. Group shall provide UnitedHealthcare withcopies of any and all materials relating to the coverage available through the MA-PDPlan that Group intends to disseminate to Eligible Retirees. All materials relating to theMA-PD Plan and/or UnitedHealthcare shall be subject to review and approval byUnitedHealthcare prior to its distribution by Group. Further, Group understands that theMA-PD Plan may be subject to federal and state regulatory oversight, and that Membermaterials and advertisements (including, but not li~nited to, cover letters accompanyingdirect mail kits, announcement mailings, etc.) may be required to be filed with, reviewedand approved by, CMS or state regulators prior to use. Group agrees not to distributesuch material prior to receipt of written approval of the material by UnitedHealthcare.Subject to the limitations of Florida Statute Chapter 768, Group shall assume allliabilities and damages arising from Group’s unauthorized dissemination of Memberand/or advertising materials.

3.11 ERISA. UnitedHealthcare makes no representations or determinationsregarding whether the arrangement contemplated by this Agreement constitutes anemployee welfare benefit plan under the Employee Retirement Income Security Act("ERISA"), 29 USC § 1001 et seq. This determination is solely the responsibility ofGroup. UnitedHealthcare will administer this Agreement in accordance with therequirements of Medicare and is not responsible for complying with or administering anyapplicable obligations that may arise under ERISA, including with respect to claimsprocedures or appeals, COBRA, providing summary plan descriptions, or required filingsor disclosures~ UnitedHealthcare is neither the plan administrator nor named fiduciary ofthe welfare plan, as those terms are used in ERISA.

3.12 Payment of MA-PD Plan Beneficiary Premiums. Group shall pay orensure pasm~ent of any portion of MA-PD Plan Beneficiary Premiums for Members forwhich Group is responsible, as set forth in the applicable document. Each Member is

9

Premium pa~d by the Member, Group shall communicate to the Memberthe financial consequences for the Member of enrolling in the Group MA-PD Plan as compared to enrolling in another Medicare Advantage withPrescription Drug Benefit Plan with a monthly beneticiary premimn equalto or below the low income premium subsidy amount.

c. Any low-income subsidy amotmts due to beneficiaries and/orgroups must be applied within forty-five (45) days of receipt.

4. BENEFITS AND CONDITIONS FOR COVERAGE

The applicable EOC(s) and any attachments are an integral part of this Agreementand are incorporated by reference into this Agreement. These documents include acomplete description of the Covered Services and Covered Part D Drugs under the MA-PD Plan. UnitedHealthcare agrees to apprise Group concerning the type, scope andduration of Covered Medical Services and Covered Part D Drags to which Members areentitled under the MA-PD Plan.

5. PARTIES AFFECTED BY THIS AGREEMENT; RELATIONSHIPSBETWEEN PARTIES

5.01 Relationship of Parties. UnitedHealthcare is not the agent orrepresentative of Group and shall not be liable for any acts or omissions of Group, itsagents or employees, or any other person or organization with which Group has made, orhereafter shall make, arrangements for the performance of services under this MA-PDPlan. Group is not the agent or representative of UnitedHealthcare and shall not be liablefor any acts or omissions of UnitedHealthcare, its agents, employees or providers, or anyother person or organization with which UnitedHealthcare has made, or hereafter shall~nake, arrangements for the performance of services under this MA-PD Plan.

5.02 Compliance with the Health Insurance Portabiiit¥ and Accountabilit,/Actof 1996; Creditabie Coverage. Group is solely responsibIe for issuing any and all noticesof creditable coverage required by the Health Insurance Portability and Accom~tabilityAct of 1996 (HIPAA) to eligible Members.

6. TERM OF AGREEMENT: RENEWAL PROVISIONS

7~ae term of this Agreement shall be one (1) year, commencing on the EffectiveDate, unless this Agreement is terminated as provided herein. This Agreement shallautomatically renew for a one (1) year term on each anniversary of the Effective Date,unless tem~inated as provided herein. Renewal of this Agreement shall be subject tomodification of rates and benefits pursuant to Section 3.07.

11

the notice, and that if payment is not received within the fifteen (15) day period, nofurther notice shall be given, and coverage for all Members eurolled in this MA-PD Planshall automatically be tem~inated effective at the end of the month for which MA-PDPlau Beneficiary Premiums have been actually received by UnitedHealthcare, subject tocompliance with notice requirements.

7.02.04 Termination for Breach of Material Tenn. UnitedHealthcaremay terminate this Agreement if Group breaches any material term, covenant orcondition of this Agreement and fails to cure such breach within thirty (30) days afterUnitedHealthcare sends written notice of such breach. UnitedHealthcare’s written noticeof breach shall make specific reference to Group’s action causing such breach. If Groupfails to cure its breach subject to UnitedFiealthcare’s satisfaction within thirty (30) daysafter UnitedHealthcare sends notice of the breach, UnitedHealthcare may terminate thisAgreement at the end of the thirty (30)-day notice period.

7.02.05 For Providin¢ Misleading or Fraudulent Information.UnitedHealthcare may terminate this Agreement thirty (30) days after UnitedHealthcaresends written notice to Group if Group provides materially misleading or fraudulentinformation to UhitedHealthcare in any Group questiomaaires or is aware that materiallymisleading or fraudulent information has been provided on membership Enrollmentfom~s.

7.02.06 For Ceasing to Meet Group Eligibility Criteria.UnitedHealthcare may terminate Group upon thirty (30) days written notice to Group ifGroup fails to abide by and enforce the conditions of Subscriber Enrollment set forth inthis Agreement.

7.02.07 Withdrawal of Product from Market. UnitedHealthcare mayterminate this Agreement upon at least ninety (90) days’ prior written notice to Group ifUnitedHealthcare no longer issues this particular MA-PD group health benefit planwithin the applicable market, as permitted by law.

7.02.08 Withdrawal from Market. UnitedHealthcare may terminatethis Agreement upon at least one hundred eighty (180) days’ prior written notice to theapplicable state regulatory authority and to Group if UhitedHealthcare no longer issuesgroup health benefit plans within the applicable market.

7.02.09 Minimum Requirements. UnitedHealthcare may terminatethis Agreement upon 60 days’ prior written notice to Group if Group no longer meetsUnitedHealthcare’s minimum contribution or participation requirements.

7.03 Return of Prepayment Premium Fees Following Termination / No Waiverof Rigfiat to Payment for Services Rendered. In the event of termination by eitherUnitedHealthcare (except in the case of fraud or deception in the use of UnitedHealthcareservices or facilities, or knowingly permitting snch fraud or deception by another) orGroup, UnitedHealthcare will, within thirty (30) days, return to Group the prt-rata

13

If to UnitedHealthcare: UnitedHealthcare Insurance CompanyAttention: PresidentUnitedHealth Group9900 Bren Road EastMinnetonka, MN 55343

lfto Group, at Group’s last address known to UnitedHealthcare.

Any notice sent by registered or certified mail, return receipt requested, shall bedeemed given on the date of delivery shown on the receipt card, or if no delivery date isshown, the postmark date. If sent by regular mail, the notice shall be deemed given forty-eight (48) hours after the notice is addressed and mailed with postage prepaid. Noticesdelivered by U.S. Postal Service Express mail or overnight courier that guarantees nextday delivery shall be deemed given twenty-four (24) hours after delivery of the notice tothe United State Postal Service or courier. If any notice is transmitted by facsimiletransmission or similar means, the notice shall be deemed served or delivered upontelephone confirmation of receipt of the transmission, provided a copy is also deliveredvia delivery or mail.

8.09 Acceptance of Agreement. Group may accept this Agreement either byexecution of the Agreement on or before the Effective Date. Member accepts the terms,conditions and provisions of this Agreement upon completion and execution of theEnrollment form. Acceptance by any of these methods shall render all terms andprovisions of this Agreement binding on UintedHealthcare and Group.

8.10 Entire Agreement. This Agreement, including all exhibits, attachmentsand amendments, contains the entire understanding of Group and UnitedHealthcare withrespect to the subject matter hereof and it incorporates all of the covenants, conditions,promises, and agreements exchanged by the parties hereto with respect to such matter.This Agreement supersedes any and all prior or contemporaneous negotiations,agreements, representations, or communications, whether written or oral, between Groupand UnitedHealthcare with respect to the subject matter of this Agreement.

8.11 Headings. The headings of the various sections of this Agreement areinserted merely for the purpose of convenience and do not expressly, or by implication,limit or define or extend the specific terms of the section so designated.

8.12 No Third Part,/Beneficiaries. Except as otherwise expressly indicated inthis Agreement, this Agreement shall not create any rights in any third parties who havenot entered into this Agreement, nor shall this Agreement entitle any such third party toenforce any rights or obligations that may be possessed by such third party.

8.13 Superseding of Other Agreements. The MA-PD Plan replaces andsupersedes any previous Medicare Advantage with Prescription Drug Benefit planbetween UnitedHealthcare and Group. The terms and conditions of this Agreement shall

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

LEE COUNTY BOARD OF COUNTY

~aV7Z/Joh~n Nan .~~ng

Title: C h a ± r

Date: I / 2 3 / 1 2

TIN:

UNITEDHEALTHCARE INSURANCECOMPANY

Date:

~ D AS TO FORM

17

Express 8467 0641 5141

~LEE COUNTY PURCHASIN~

Address I82~ HENDRY ST FL 3

MYERS

Address

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