Loading...
HomeMy WebLinkAboutC2008-561 - 4/29/2008 - ApprovedPLAN MANAGEMENT AGREEMENT for Administrative Services between HUMANA INSURANCE COMPANY and HUMANADENTAL INSURANCE COMPANY and CITY OF CORPUS CHRISTI This Plan Management Agreement for administrative services is made and entered into by and between Humana Insurance Company and HumanaDental Insurance Company, a Wisconsin corporation and City of Corpus Christi, with principal offices in Corpus Christi, TX. ^~ Y ° ~1 This Agreement is effective this first day of August, 20(~. Inconsideration of the mutual promises and covenants contained in this Agreement, together with all exhibits, the Client, Humana Insurance Company and HumanaDental Insurance Company hereby agree as follows: ARTICLE I Definitions 1.1 Agreement means this Plan Management Agreement for administrative services. 1.2 Client means City of Corpus Christi 1.3 COBRA means the Federal Consolidated Omnibus Budget Reconciliation Act of 1986, as amended. 1.4 Emplo,~ means the employer of a Participant. 1.5 Participant means an employee or former employee of an Employer who is or may become eligible to receive a benefit, or whose beneficiaries may be or become eligible to receive a benefit under the provisions of the Plan. 1.6 Plan means the health care plan (or plans) maintained by the Client, or portions of that plan (or plans), with respect to which administrative services are to be provided under this Agreement by the Plan Manager. The Plan is identified in Exhibit "A" of this Agreement as to proper name and as to type. 2008-561 M2008-112 04/29/08 Humana Ins. & HumanaDental 1.7 Plan Administrator (or Administrator) means the person named in the documents describing the Plan as responsible for the operation and administration of the Plan. If no such person is identified, then the person establishing or maintaining the Plan will be deemed to be the Plan Administrator. 1.8 Plan Manager means Humana Insurance Company and HumanaDental Insurance Company, individually and collectively, acting in accordance with this Agreement. ARTICLE II Relationship Between the Parties 2.1 In performing its obligations under this Agreement, the Plan Manager operates within a framework of the Plan's management policies and practices authorized or established by the Plan Administrator, in accordance with the provisions of the Plan. In this context, the Plan Manager's normal operating procedures, practices and rules will be followed unless they are inconsistent with the Plan's management policies or practices. 2.2 The Plan Manager does not have discretionary authority or responsibility in the administration of the Plan. The Plan Manager will not exercise discretionary authority or control respecting the disposition or management of assets of the Plan. 2.3 The Plan Administrator and not the Plan Manager is ultimately responsible for interpreting the provisions of the Plan and determining questions of eligibility for Plan participation. 2.4 Accordingly, except as may otherwise be expressly provided herein, the Plan Manager is not a trustee, sponsor, or fiduciary with respect to directing the operation of the Plan or managing any assets of the Plan. 2.5 The Plan Manager may act as an agent ofthe Client authorized to perform specific actions or conduct specified transactions only as provided in this Agreement. 2.6 Plan benefits shall be funded exclusively through the Plan. The Plan Manager is not responsible or accountable for providing funds to pay Plan benefits under any circumstances. 2.7 Except with respect to duties expressly assumed hereunder by the Plan Manager, the Plan Manager is not responsible for maintaining the Plan incompliance with the requirements of the Internal Revenue Code or any applicable laws and regulations governing or affecting the Plan. ARTICLE III General Duties of Client 3.1 The Client will identify and describe the Plan as to type (e.g. single employer) on Exhibit "A" of this Agreement. 3.2 The Client assures that sufficient funds will be available on a timely basis to honor all claims reimbursements under the Plan. Sufficient funds for making claims payments must be made available, in accordance with this Agreement, to enable services under this Agreement to continue without interruption. 2 3.3 The Client promises that all methods employed to fund the Plan shall comply with all applicable laws or regulations. 3.4 The Client agrees to furnish each Participant written notification of the source of funding for Plan benefits as required by applicable law. 3.5 The Client promises that current copies of the documents describing the Plan will be provided timely to the Plan Manager along with other appropriate materials governing the administration of the Plan. These documents and materials may include employee booklets, summary descriptions, employee communications significantly affecting the Plan, and any amendments or revisions. 3.6 The Client promises that timely written notice will be provided to the Plan Manager of the Plan's management policies and practices, interpretations of the benefit provisions of the Plan, and changes in the Plan provisions. The Plan Manager is not responsible for failure to administer the Plan properly if directed otherwise by the Client or if materials are not provided timely by the Client to the Plan Manager to implement changes. 3.7 The Client shall provide accurate information to the Plan Manager as to the number and names of persons covered by the Plan and any other information necessary to enable the Plan Manager to provide the services required by this Agreement. This information shall be kept current on at least a monthly basis. The Plan Manager is not responsible for any claims paid in error due to inaccurate eligibility information. 3.8 The Client is responsible for selecting legal and/or tax counsel to provide advice to the Client about the law and the Plan. The Client acknowledges that the Plan Manager cannot provide professional tax or legal services to the Client. 3.9 The Client is responsible for compliance with all applicable provisions of law addressing the Client's duties in respect to the Plan. This includes compliance with all legal reporting and disclosure requirements, adoption and approval of all required documents respecting the Plan and compliance with state escheat and unclaimed or abandoned property laws. Even though the Plan Manager maybe required to perform certain duties under this Agreement, such as preparing drafts of documents for approval and adoption, the Client agrees that the Plan Manager does not undertake the responsibility for legal compliance for any other person. 3.10 The Client will make full payment for services rendered under this Agreement when due. If the Plan Manager has not received payment by the due date, payment in full must be made before the end of a thirty (30) day grace period beginning the day after the due date, to ensure services under this Agreement continue without interruption. The Plan Manager reserves the right to issue written notice to the Client requesting payment of any deficiency in full within the thirty (30) day grace period. 3.11 The Client shall not direct the Plan Manager to act or refrain from acting in any way which would violate any applicable law or regulation. The Client shall not behave in any way which could implicate or involve the Plan Manager in a violation of these laws. 3.12 The Client pays for services based on a payment roster that the Client has provided to the Plan Manager in advance. The payment roster must be sent via electronic transmission at a time and in a format agreed upon by the Client and the Plan Manager. A hard copy statement will only be provided to the Client upon request. The Plan Manager will take the Client's payment roster and reconcile with the Plan Manager's invoice and provide the Client with a list of discrepancies. The Client and the Plan Manager agree to work together to resolve discrepancies in a timely manner and they will be handled as a credit or debit when the next payment is due. The Client pays their administrative fees by check or wire transfer equal to the monthly invoice. The amount of the fees maybe adjusted monthly to reflect enrollment changes. The Client can arrange wire transfers by completing a form provided by the Plan Manager. Wire transfers will only be activated each month with prior approval from the Client. If paying by check, the Client should submit the check to the address listed on the invoice and should be accompanied by the return portion of the invoice. The Plan Manager must receive payment by the due date on the invoice. 3.13 In the event that the general obligations of this Article III maybe construed in such a manner so as to conflict with more specific provisions of this Agreement regarding a particular issue, the more specific and comprehensive provisions shall be given effect. ARTICLE IV General Duties of Plan Manager 4.1 The Plan Manager shall process claims and make payments in accordance with the provisions of the Plan and related interpretations of the benefit provisions of the Plan which are made or approved by the Plan Administrator on a timely basis and confirmed in writing. 4.2 The Plan Manager shall be entitled to rely and act based upon documents, letters, electronic communications, or telephone communications which are confirmed in writing and provided to it by the Client or the Plan Administrator. Reliance will continue until the time the Client or the Plan Administrator notifies the Plan Manager in writing of any change or amendment to those communications. 4.3 The Plan Manager shall provide claimants who have had a claim wholly or partially denied with a written explanation of the reason for the denial. The Plan Manager shall provide claimants with information about what steps may be taken if the claimant wishes to submit the denied claim for review. These obligations of the Plan Manager will be discharged in accordance with the provisions of the Plan or authorization by the Plan Administrator. 4.4 The Plan Manager shall not be responsible for any delay or lack of performance of services under this Agreement attributable to the Client's failure to provide any information as required under this Agreement. 4.5 The Plan Manager will perform its duties under this Agreement using the same degree of ordinary care, skill, prudence, and diligence that a reasonable provider of administrative services would use in similar circumstances. This includes making a good faith effort to correct any mistake or clerical error which may occur due to actions or inaction by the Plan Manager undertaken in good faith once the error or mistake is discovered. 4 4.6 With respect to its obligations under this Agreement, the Plan Manager will maintain professional liability and errors and omissions insurance in amounts sufficient to protect against losses with respect to occurrences arising out of failure to properly perform its obligations under this Agreement. Proof of coverage is available upon request. 4.7 In the event that the general obligations of this Article N may be construed in such a manner so as to conflict with more specific provisions of this Agreement with respect to a particular issue, the more specific and comprehensive provisions shall be given effect. ARTICLE V Claims Administration 5.1 The Client hereby delegates to the Plan Manager authority to make determinations on behalf of the Client or the Plan Administrator with respect to benefit payments under the Plan and to pay such benefits, as specified in this Article V. 5.2 The Plan Manager will accept claims for benefits under the Plan which are made in accordance with procedures established in the Plan documents and submitted for payment during the term of this Agreement. 5.3 The Plan Manager will process claims in accordance with the provisions of the Plan which are in effect and which have been communicated to the Plan Manager by the Client at the time the services are provided. 5.4 Claims will be processed using the Plan Manager's normal claims processing procedures, practices and rules unless they are (a) inconsistent with Plan management policies or practices authorized or established by the Plan Administrator in accordance with the provisions of the Plan, and (b) such alternate policies or procedures are timely described to the Plan Manager in writing as being inconsistent. 5.5 The Plan Manager will timely approve or deny claims submitted for payment in accordance with an initial determination by the Plan Manager or an appeal of a denied claim, except as provided in Article 5.6. 5.6 However, if the Plan Administrator makes a determination to approve or deny a claim which is different than the determination made by the Plan Manager, the Plan Manager will timely issue an approval or denial of the claim, provided the Plan Administrator's decision is first communicated to the Plan Manager in writing. 5.7 In the event a claim is wholly or partially denied in accordance with Article 5.5, above, the Plan Manager shall provide the Participant with a written explanation of the reason for the denial, and information as to what steps may be taken if the Participant wishes to appeal the claim denial. However, if a claim is wholly or partially denied in accordance with Article 5.6, above, the Plan Manager may decide that it will provide this explanation and information only as directed in special written instructions from the Plan Administrator which are acceptable to the Plan Manager. 5.8 Appeals of denied claims shall be processed in accordance with the applicable provisions of the Plan. The Client acknowledges that the Plan Administrator shall have the ultimate responsibility and authority to make final determinations with respect to claims and is responsible for providing Participants with a written explanation of that decision. 5.9 If adequate funds are not made available for the timely payment of claims, the Plan Manager may notify Participants and payees who may be affected if the Client or the Plan Administrator does not notify Participants and payees within fourteen (14) business days a8er written request by the Plan Manager to do so. 5.10 With respect to claims for which provider discounts are available ("Provider Discounts"): (a) The Client authorizes and directs the Plan Manager to process claims under this Agreement taking the Provider Discounts into account. (b) However, the Client directs the Plan Manager that a Provider Discount will not be applied with respect to a claim if doing so would result in payment by the Plan of a greater expense than would be payable if the Provider Discount was not applied. ARTICLE VI Reports, Records and Audits 6.1 The Plan Manager will provide standard reports to the Client or the Plan Administrator as mutually agreed upon by the Plan Manager and the Client. Reports requested outside of the standard reports are considered "ad hoc reports" and may be made available for an additional cost, upon mutual agreement between the Client and the Plan Manager. 6.2 The Plan Manager agrees to provide a report of each claim with respect to which the Shared Savings Program Provider Discounts described in Exhibit D-1 are applied at reasonable intervals. 6.3 The Plan Manager will keep and maintain accounts and records pertaining to its activities under this Agreement which are required by law or by mutual agreement of the parties. 6.4 The Plan Manager will prepare and make available records required to assist the Client or the Plan Administrator regarding legal action or regulatory review and reporting, upon reasonable request by the Client. The Client agrees to reimburse the Plan Manager for its reasonable costs of these services and the preparation, duplication, and transmission of these records. 6 6.5 Audits are governed by the Plan Manager's policy regarding Client audit requests (available upon request). Audits maybe conducted by the Client or a third party on behalf of the Client provided all security documents, non-disclosure agreements and authorizations are completed and accepted by the Plan Manager. Request for an audit must be received sixty (60) days prior to the date in which the Client is requesting to perform said audit. Audits for active Clients must be conducted within two (2) years of the last day of the Plan year to be audited. Audits for Clients that have terminated their Plan with the Plan Manager must be conducted within one (1) year of the last day of the Plan year to be audited. Any audit that requires a review of more than three hundred (300) claims or is requested for more than one (1) week on-site the Client agrees that it may be subject to additional costs, the estimate for these costs will be provided prior to scheduling the audit. The audit will not be scheduled until the Plan Manager and the Client are in mutual agreement of the estimated additional cost. A report by the Plan Manager's independent accountant on the controls over claims adjudication (known as a SAS 70 report) is provided at no cost upon request. 6.6 Claims records may be maintained in micro-photographic or electronic media format, in accordance with the Plan Manager's internal policies, rather than original hard copy. If the Client desires that original hard copy records be maintained, the Client must notify the Plan Manager in writing no later than forty-five (45) days after the effective date of this Agreement. The Plan Manager will then ship the original documents to a location specified by the Client, and the Client agrees to pay the cost for this service. ARTICLE VII Additional Administrative Services 7.1 Upon reasonable request by the Client or the Plan Administrator, the Plan Manager will provide standard language concerning Plan benefits to assist the Plan Administrator in the preparation of the summary description of the Plan. This service will be available at the commencement of this Agreement and when language changes are made necessary by changes in Plan design or governmental requirements. 7.2 The Plan Manager will retain a COBRA Service Provider to coordinate and provide certain administrative services regarding COBRA continuation coverage provided under the Plan only as specified in Exhibit "B". The Client or the Employer shall continue to have all liability for funding of COBRA coverage benefits under the Plan. 7.3 The Plan Manager will assist the Client or the Plan Administrator in arranging to provide Clinical Program services with respect to the Plan only as specified in Exhibit "C". 7.4 The Plan Manager will provide the following miscellaneous administrative services, following its normal procedures: (a) Production of basic Participant identification cards. (b) Routine claims processing audit controls. (c) Fraud investigation services. 7 7.5 The Plan Manager will provide "Subrogation/Recovery" services (in addition to routine application of the coordination of benefits provisions of the Plan) for identifying and obtaining recovery of claims payments from all appropriate parties through operation of the subrogation or recovery provisions of the Plan. (a) Subrogation /Recovery services will be provided by the Plan Manager following its normal procedures and such services maybe performed by subcontractors and/or counsel selected by the Plan Manager. (b) Subrogation /Recovery services include the following activities: (1) Investigation of claims and obtaining additional information to determine if a person or entity may be the appropriate party for payment; (2) Presentation of appropriate claims and demands for payment to parties determined to be liable; (3) Notification to Participants that recovery or subrogation rights will be exercised with respect to a claim; and (4) Filing and prosecution of legal proceedings against any appropriate party for determination of liability and collection of any payments for which such appropriate party may be liable. (c) In the event of termination of this Agreement, Subrogation/1Zecovery services will be continued only in respect to claims processed under this Agreement and those continued services will be provided until completion. Subrogation/Recovery services will cease immediately if the termination of this Agreement results from a material default in the delivery of such subrogation services. (d) The cost to the Client for providing services under this Article 7.5 is presented within Exhibit "F3.1 (a)", in accordance with Article IX. However, there will be no cost to the Client for recovery of claims payments made in error by the Plan Manager exclusive of any other cause. Also in this context, the Plan Manager may not be obligated to file and prosecute legal proceedings against persons for determination of liability and collection of any payments. (e) Subrogation/Recovery services will be provided by the Plan Manager following its normal procedures when a group has contracted with a third party vendor (ex. Stop Loss carrier). Any recoveries are reported to the Client. The Client is responsible for any required notifications/reimbursements to their contracted third parties. 7.6 The Plan Manager may retain or coordinate with service providers, experts, or professional advisors to assist the Plan Manager in providing services under this Agreement. The Client shall reimburse the Plan Manager for these services if requested by or agreed to by the Client. 7.7 The Plan Manager will arrange access to one or more networks of health care providers which are presently available through an arrangement with the Plan Manager only as specified in Exhibit "D". 7.8 The Plan Manager will arrange access for the Client to certain Shared Savings Program Provider Discounts established by the Plan Manager which may be available at the time services are rendered only as specified in Exhibit "D-1". 7.9 In the event the Client's overall employee enrollment in this Plan (active employees and COBRA continuees) has decreased by 10% or more since the beginning of each renewal policy period, due to one of the following reasons: (1) The Client makes design changes to the Plan or employee benefit programs, including changes required by applicable law or regulatory action resulting in employees being terminated from the Plan; or (2) The Client revises its corporate structure or organization resulting in employees being terminated from the Plan; or (3) Due to employee choice of participation in the Plan, results in employees being terminated from the Plan the Plan Manager will continue processing Claims, for the terminated employees, which are incurred prior to the date of such change as provided in Article V of this Agreement. Such claims will be processed as long as this Agreement is in force. The Client will be billed an additional administrative fee per employee as provided under Exhibit "F3.1(d)". Claims incurred prior to the employee's termination date will be processed by the Plan Manager as long as this Agreement is in force or if a supplemental agreement is entered into. This Article 7.9 will not apply in the event the Plan Administrator provides timely written notification to the Plan Manager directing that services described in this Article are not required. 7.10 The Plan Manager will provide Pharmacy Management services as specified in Exhibit "H". 7.11 The Plan Manager will provide certificates of prior coverage ("COPC") required to be issued by the Client under the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA") requirement. The Client allocates responsibility for generating. forms certifying prior coverage and accompanying liability for noncompliance to the Plan Manager, to the extent of its obligations under this Agreement. (a) On a timely basis, the Plan Manager will issue a COPC form to persons whom the Client has identified as having had coverage under the Plan which has ended ("Recipients"). (b) The Plan Manager will issue a COPC to the Recipients' last known addresses. 7.12 Pursuant to the Medicare, Medicaid and SCHIP Extension Act of 2007 ("MMSEA"), the Plan Manager and the Client agree to the following: (a) The Plan Manager will register with the Centers for Medicare & Medicaid Services' Coordination of Benefits Contractor (COBC), and will continually collect and report specified information regarding the Client's group health Plan arrangements to CMS, in compliance with the Section 111 Medicare Secondary Payer provisions of the Act. (b) The Plan Manager agrees to register with the COBC as a "Responsible Reporting Entity" (RRE), if necessary, in order to report specified information regarding group health Plan arrangements to the U.S. Department of Health and Human Services (HHS) and the Centers for Medicare & Medicaid Services (CMS). (c) The Plan Manager agrees to use best efforts to collect from the Client and Plan Participants any information as specified by HHS and CMS. (d) The Plan Manager agrees to submit to HHS and CMS all necessary information and data elements in the required form, manner and frequency as specified by the Section 111 Medicare Secondary Payer Mandatory Reporting Provisions. (e) The Client shall cooperate with the Plan Manager and use its best efforts to obtain and provide any necessary data to assist the Plan Manager in complying with Section 111 Medicare Secondary Payer Reporting Provisions. The Client will agree to allow the Plan Manager to take any steps reasonably necessary to compel cooperation from Participants. This Article 7.12 is subject to the Hold Harmless provisions in Article XIII. ARTICLE VIII Banking 8.1 The rights and obligations of the Client and the Plan Manager under this Article VIII shall be regulated through a "Banking Arrangement" substantially in the form presented in Exhibit "E". 8.2 The Client promises that sufficient funds will be available on a timely basis to honor all claims reimbursements under the Plan. Upon notice from the Plan Manager that additional funds are required, the Client promises that adequate funds will be immediately provided to fund claims approved. 8.3 The Client agrees that funds provided to honor all claims reimbursements under the Plan will be United States money, which may be transmitted by wire transfer or other medium agreed to by the Plan Manager and the Client. ARTICLE IX Costs of Administrative Services 9.1 The Plan Manager shall be entitled to a fee for services provided under this Agreement described on Exhibit "F" to this Agreement. 9.2 Payments received after the grace period (see Article 3.10) are subject to a late charge of 1.25% per month (or the maximum amount allowed by applicable law, if less) multiplied by the past due amount. The Client must pay the late charge along with all amounts due to the Plan Manager in order to bring the account current. 9.3 The Client and the Plan Manager understand and agree that the fees for services under this Agreement may be renegotiated in the event that substantial changes to the Plan would significantly increase or decrease the obligations or costs of providing administrative services with respect to the Plan. 10 ARTICLE X Contract Period 10.1 The effective date of this Agreement is August 1, 2009 (the "Effective Date"). This Agreement shall continue for an initial period of two (2) years from the Effective Date, unless terminated earlier as provided in Article XI, below. 10.2 This Agreement shall automatically renew for two (2) successive additional one-year periods unless it is terminated as provided in Article XI. ARTICLE XI Termination 11.1 This Agreement may be terminated by the Plan Manager at the end of any contract period upon advance written notice of at least one hundred eighty (180) days. This Agreement may be terminated by the Client at the end of any contract period upon advance written notice. 11.2 The Plan Manager, in its discretion, may terminate this Agreement before the end of any contract ep riod upon thirty (30) days written notice, if the Client fails to cure any one or more of the following deficiencies before the end of the thirty (30) day notice period: (a) Failure to pay all or part of the fees payable under Article IX of this Agreement when due. (b) Failure to provide adequate funds to honor claims reimbursement payments on a timely basis. 11.3 Either party may terminate this Agreement immediately upon written notice in the event o£ (a) The bankruptcy, insolvency or liquidation of the other party; or (b) The commission by the other party of any material breach of this Agreement which is not cured in connection with the performance of its duties under this Agreement. However, a material breach of this Agreement may be cured within thirty (30) days after written notice from the other party. 11.4 The Plan Manager, in its discretion, may terminate this Agreement upon written notice in the event of repeated occurrences (two (2) or more) of the conditions described in Article 11.2 or two (2) or more instances where services are interrupted in accordance with Article 3.10. 11.5 All obligations of the Plan Manager under this Agreement will end on the effective date of termination of this Agreement, even though the claim for benefits was incurred or submitted for payment prior to termination of this Agreement, unless a supplemental agreement is entered into prior to the termination date. 11.6 In the event of the termination of this Agreement, the Plan Manager will provide the Client or the Plan Administrator with reasonable access to records or information concerning the Plan in its possession, upon written request. The Plan Manager will within a reasonable time honor requests for copies of records and information provided they are reasonable and the Client agrees to pay for the services. The Plan Manager shall have the right to retain copies of such property and records as reasonably necessary or is otherwise required by law. 11 11.7 Upon termination of this Agreement, any monetary obligation of the Client to the Plan Manager shall become immediately due and payable. 11.8 Upon termination of this Agreement, the Client may elect to have the Plan Manager process claims for a run-out period of either three (3) months or twelve (12) months. The administration fee for three (3) months of run-out will be equal to a one time payment of three (3) months worth of Administrative Fees. The administration fee for twelve (12) months of run-out will be equal to a one time payment of four (4) months worth of the Administrative Fees. Medical: The monthly run-out administration fee will be the full renewal Administrative fee times current enrollment. Dental: The monthly run-out administration fee will be the full renewal Administrative fee times the average enrollment of twelve (12) months prior to the written notice of termination. If commissions are to be paid to a broker during the run-out period, they should be included in the renewal Administrative Fee before calculating the amount to be billed to the Client for run-out. The total run-out administration fee must be paid in full to the Plan Manager by the Client no later than the fifteenth (15th) of the month prior to termination and an executed Supplemental Agreement must be received by the Plan Manager in order for claims processing to continue after the active Agreement period has expired. The Client agrees that the Plan Manager will have no obligation to process claims beyond the end date of the Supplemental Agreement. 11.9 Termination under this Article XI shall not cause either party to waive any rights it may have to exercise any remedies available to it under any other Article or Exhibit in this Agreement or under any applicable law. ARTICLE XII Confidentiality 12.1 For purposes of this Article XII: (a) Covered Person means an individual with respect to whom benefits may be or become payable under the provisions of the Plan. (b) Private Health Information means any of the following categories of information: (1) Patient Records includes, but is not limited to, all health records, physician and provider notes and bills and claims with respect to a Covered Person. (2) Patient Information includes Patient Records and all written and oral health information received about a Covered Person. (3) Individually Identifiable Health Information means any other information, including demographic information, collected from an individual that: (A) Is created or received by a health care provider, health plan, employer, or health care clearinghouse; and (B) Relates to the past, present, or future payment for the provision of health care to an individual and identifies the individual, or with respect to which there is a reasonable basis to believe that the information can be used to identify the individual. 12 12.2 The obligations of the Plan Manager, Plan Administrator, and Client regarding information of a confidential or personal nature about individuals with respect to whom benefits may be or become payable under the provisions of the Plan are identified in a separate document entitled Confidentiality and HIPAA Privacy Business Associate Agreement, which is incorporated by reference herein. 12.3 The Plan Manager is directed to afford access to Private Health Information and other personal information to the persons listed on Exhibit "G". 12.4 In connection with performing its obligations under this Agreement, it may become necessary for the Plan Manager to disclose to the Plan Administrator or the Client, their designees or third parties under contract with either of them ("Recipients", for purposes of this subsection) trade secret and/or proprietary information of the Plan Manager or its affiliates (referred to in this subsection collectively as "Humana"). .The Client and the Plan Administrator agree to safeguard and ensure the confidentiality of such trade secret and/or proprietary information, which shall include information relating to (i) the business of Humana, its affiliates, their clients and representatives, (ii) third parties under contract with Humana, (iii) medical service provider arrangements or contracts, (iv) medical service provider network arrangements or contracts, and (v) documentation relating to the computer systems utilized by Humana. (a) Access to the trade secret and/or proprietary information described above will be permitted for Recipients only; it may be used by Recipients only in a manner necessary to accomplish the purposes described above with respect to Private Health Information and other personal information; and it may not be disclosed to any third parties, including their employees that do not have a need to know, without authorization by Humana. Access to such records or information does not constitute a transfer of ownership, permission to appropriate, or license to use the same for any purpose not contemplated under this Agreement. (b) The Client understands and agrees that the Client (or its designee) must recognize and abide by restrictions upon disclosure of information and/or systems that are imposed by contracts between Humana and third parties or by law, regulation, or order of a court or regulatory agency. 12.5 Upon termination of this Agreement, records containing Private Health Information or other personal information in the possession of the Plan Manager will be either delivered to the Plan Administrator or destroyed when the Plan Manager's records retention obligations have been fulfilled. If such delivery or destruction is not feasible, the protections of this Agreement will continue to apply to those records and further uses and disclosures of the Private Health Information or other personal information shall be limited to those purposes that make the return or destruction of the information infeasible. 12.6 The Client and the Plan Manager agree that they will require other persons or entities that receive Private Health Information or other personal information regarding Covered Persons and/or trade secret or propriety information in connection with and as permitted by this Agreement to agree in writing to observe the protections described herein and as required by HIPAA as minimum safeguards against improper disclosure of such information. 13 ARTICLE XIII Hold Harmless 13.1 To the extent allowable by Texas law, the Client agrees to indemnify and hold the Plan Manager harmless against any and all loss, liability, or damage (including payment of reasonable attorney's fees) which the Plan Manager may incur by reason of failure of the Client or its employees, agents or representatives to abide by the provisions of the Plans or this Agreement; failure of the Plans or documents describing the Plan prepared or adopted by the Plan sponsor to comply with applicable laws; fraud, embezzlement, willful misconduct, or intentional disregard on the part of the Client or its employees, agents or representatives; disputes concerning denials of benefits or benefitpayments made by or at the direction of the Client or the Plan Administrator; or actions taken by the Plan Manager at the direction of the Client or the Plan Administrator. 13.2 The Plan Manager agrees to indemnify and hold the Client harmless against any and all loss, liability, or damage (including payment of reasonable attorney's fees) which the Client may incur by reason of the negligence of the employees, agents or representatives of the Plan Manager to abide by this Agreement, or fraud, embezzlement, willful misconduct or intentional disregard on the part of the Plan Manager or its employees, agents, or representatives. 13.3 The obligations under this Article XIII shall continue beyond the term of this Agreement as to any act or omission which occurred during the term of this Agreement. ARTICLE XIV Taxes and Assessments 14.1 If a tax or other assessment, including a premium tax, with respect to the Plan (other than an income tax with respect to the fees earned by the Plan Manager) is imposed upon the Plan Manager, the Plan Manager will provide written notification to the Client together with a copy of the tax bill or assessment within ten (10) business days of receipt. 14.2 If the Plan Manager pays the tax or assessment, the Client shall reimburse the Plan Manager for any amounts paid plus reasonable out-of-pocket expenses immediately upon notification by the Plan Manager that the tax has been paid. ARTICLE XV Defense of Actions 15.1 The Client and the Plan Manager agree to cooperate with respect to (a) the determination, settlement and defense of any and all claims for benefits undertaken by the Plan Manager pursuant to this Agreement, and (b) the settlement of and conduct of a defense against any claim for benefits which has been denied, which may include attending hearings and trials and assisting in securing the attendance of witnesses and giving of evidence. 15.2 The payment of legal fees arising out of any transaction or activity under this Agreement shall be the responsibility of the person incurring the expense, except as provided in Article XIII. 14 ARTICLE XVI Miscellaneous 16.1 Ancillary Agreements. The Client agrees to execute or cause to be executed all ancillary agreements appropriate and necessary to enable the services described in this Agreement to be performed. 16.2 Entire Agreement. This Agreement (including the Exhibits and Plan documents as incorporated herein by reference) constitutes the entire agreement between the parties with respect to the Plan, and there are no agreements, representations or warranties regarding the subject matter of this Agreement between the parties other than those set forth or provided for in this Agreement (including the Exhibits and Plan documents as incorporated by reference). 16.3 Assignment. Neither the Plan Manager nor the Client may assign or otherwise transfer its rights and obligations under this Agreement to any other person or entity without the prior written consent of the other party. However, the functions to be performed by the Plan Manager may at any time be transferred to an affiliate of the Plan Manager. Any other attempted assignment or delegation shall render this Agreement voidable at the option of the non-assigning party. 16.4 Notices. All notices to the Client under this Agreement shall be personally delivered or sent by a method no less rapid than first class mail, with postage prepaid, or facsimile, to the Client at the following address: Attn: Pat Atkins, Benefits Manager City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 Telephone: (361)826-3445 FAX: (361)361-844-1730 Email: patat@cctexas.com All notices to the Plan Manager under this Agreement shall be personally delivered or sent by a method no less rapid than first class mail, with postage prepaid, or facsimile, to the Plan Manager at the following address: Attn: Tim Batson Humana Insurance Company 500 West Main Street Louisville, Kentucky 40202 Telephone: 5 02-5 80-8508 FAX: 502-580-3639 Email: tbatson@humana.com Attn: Gerald L. Ganoni HumanaDental Insurance Company 1100 Employers Boulevard Green Bay, Wisconsin 54344 Telephone: 920-3 3 7-7602 FAX: 920-337-8129 Email: jganoni@humana.com 15 16.5 Severability. If any provision of this Agreement is determined to be unenforceable or invalid, such determination will not affect the validity of the other provisions contained in this Agreement. Failure to enforce any provision of this Agreement does not affect the rights of the parties to enforce such provision in another circumstance. Neither does it affect the rights of the parties to enforce any other provision of this Agreement at any time. 16.6 Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, to the extent not preempted by federal law. 16.7 Amendment. This Agreement may be amended by the Client and the Plan Manager at any time by a writing duly executed by an appropriate officer of the Plan Manager and the Client. 16.8 Effect of Payment of Administration Charles. This Agreement shall be considered executed by the Plan Manager and the Client, upon signature of both the Plan Manager and the Client. Payment of fees prior to completion and signing of this Agreement will constitute execution of a written temporary agreement, pending completion and signing of this Agreement. IN WITNESS WHEREOF, the Client and the Plan Manager have executed this Agreement on ~f- 2~ ,200 ARMANDO CHAPA CITY SECRE7'RR" CITY OF CORPUS CHRISTI D ~BY) ~~~C -,a't~d~~ ~/ (signature) A / ,~'s~o~•~ Name: i u7e /~ Title: Ci~ ~l~.pyek Approved as to Legal farm . ~" ' '~ nn !i f~ ~9~~,,;,~~ AUTHQRIIED ~T COtlRGIt ter ~>~ , HUMANA INSURANCE COMPANY i ~ cBy) Khalid Nazir Vice President Veronica Ocanas Assistant City Attorney Ivor City Attorney HUMANADENTAL INSURANCE COMPANY (By) Gerald L. Ganoni President 16 EXHIBIT A Identification of the Plan City of Corpus Christi Medical, Prescription Drug and Dental Coverage A Government Entity Plan 17 EXHIBIT B COBRA Administration Services DEFINITIONS B 1.1 "COBRA" means the Federal Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, which requires health care continuation coverage through amendments to the Employee Retirement Income Security Act of 1974, the Internal Revenue Code of 1986, and the Public Health Services Act of 1944. B 1.2 "COBRA Service Provider" means a provider of COBRA administrative services retained by the Plan Manager to provide specific COBRA administrative services as described in this Exhibit "B". B 1.3 "Covered Person" means an individual with respect to whom benefits may be or become payable under the provisions of the Plan. B1.4 "Qualified Beneficiary" means a current or former employee of the Employer who is entitled to continued coverage under the Plan through COBRA and a spouse or dependent of a current or former employee who is entitled to continued coverage under the Plan through COBRA. A Qualified Beneficiary under COBRA law also includes a child born to the current or former employee during the coverage period or a child placed for adoption with the current or former employee during the coverage period. At the time COBRA election is made, these individuals are also referred to as a "COBRA Continuee". DUTIES OF THE PLAN MANAGER B2.1 The Plan Manager will provide claims processing and other administrative services as described in this Agreement with respect to COBRA Continuees as Covered Persons under the Plan. B2.2 The Plan Manager will not determine questions of eligibility for COBRA continuation under the Plan. B2.3 The Plan Manager will retain a COBRA Service Provider who is responsible for providing all notices required by COBRA to Qualified Beneficiaries. B2.4 The COBRA Service Provider will notify the Plan Manager and the Employer of an individual's election of COBRA continuation coverage. B2.5 The COBRA Service Provider will, in accordance with its regular practices, bill COBRA Continuees for the costs payable by them for COBRA continuation coverage under the Plan on a monthly basis. B2.6 The COBRA Service Provider will, in accordance with its regular practices, collect the amounts billed in accordance with Exhibit "B2.5" on a monthly basis from COBRA Continuees. A thirty-one (31) day grace period will be allowed for payment of the amount due. The COBRA Service Provider will deposit the amounts collected under Exhibit "B2.6" in a general account for COBRA payments, and remit the balance in the account to the Employer or the Plan Administrator on a monthly basis less any amount which may be directed by the Employer or the Plan Administrator to be offset against the costs of services due under this Agreement. 18 B2.7 Where the costs of COBRA continuation coverage are billed and collected by the COBRA Service Provider, the COBRA Service Provider will furnish the Client, the Employer, or the Plan Administrator with monthly information ofthe aggregate COBRA continuation coverage costs billed in accordance with Exhibit "B2.5" and the aggregate coverage costs collected in accordance with Exhibit "B2.6". B2.8 The Plan Manager will record a termination date for each COBRA Continuee as designated to the Plan Manager by the Employer or the Plan Administrator (the "Termination Date"). After the Termination Date such individual will no longer be considered to be a COBRA Continuee and a Covered Person. The Plan Manager will not provide services under this Agreement with respect to any COBRA Continuee insofar as those services may pertain to time periods occurring after the Termination Date. DUTIES OF THE CLIENT OR THE EMPLOYER B3.1 The Client and the Employer understand and agree that the Employer is solely responsible for compliance with COBRA and for deciding all questions, including matters of clerical error, arising out of COBRA Continuees' eligibility for COBRA continuation coverage. B3.2 The Client and the Employer understand and agree that the Plan Manager is in no way responsible and does not assume responsibility for compliance with any obligations of the Employer under COBRA. Performance of services under this Agreement shall not be construed by the Client or the Employer that the Plan Manager endorses, warrants, or represents that the COBRA continuation coverage provided by the Employer is in compliance with any legal obligation of the Employer. B3.3 The Client and the Employer understand and agree that the Employer or the Plan Administrator is responsible for notification to the Plan Manager and COBRA Service Provider of the termination date, qualifying event and eligibility of an individual to receive COBRA continuation coverage. B3.4 The Client and the Employer understand and agree that the Employer or the Plan Administrator is responsible for notification to the Plan Manager and COBRA Service Provider of the appropriate amounts due for coverage under the Plan. NOTICES B4.1 The Plan Manager shall be entitled to rely and act based upon documents, letters, electronic communications, or telephone communications which are confirmed in writing and provided to it by the Client or the Employer. Reliance will continue until the time the Client or the Employer notifies the Plan Manager in writing of any change or amendment to those communications. B4.2 Notices provided by the Client regarding these COBRA Administration Services to the Plan Manager shall be personally delivered or sent by a method no less rapid than first class mail, with postage prepaid, or facsimile, to the Plan Manager at the following address: 19 Attn: Tim Batson Humana Insurance Company 500 West Main Street Louisville, Kentucky 40202 Telephone: 502-5 80-8508 FAX: 502-580-3639 Email: tbatson@humana.com Attn: Gerald L. Ganoni HumanaDental Insurance Company 1100 Employers Boulevard Green Bay, Wisconsin 54344 Telephone: 920-3 3 7-7602 FAX: 920-337-8129 Email: jganoni@humana.com 20 EXHIBIT C Clinical Program Services These Clinical Program services are performed by the Plan Manager in connection with Plan provisions aimed at monitoring quality, containing costs, and promoting efficient delivery of Covered Services (see below) in appropriate settings. In all circumstances, the Client understands and agrees that these services are performed solely for the purpose of implementing Plan provisions and assisting in utilization management decision making which results in the delivery of appropriate levels of Plan benefits. The assistance provided through these services does not constitute the practice of medicine. None of the Clinical Program services performed by the Plan Manager under this Agreement constitute a claims review determination or a guarantee of coverage or benefits eligibility. Benefits eligibility will be determined in the normal course of claims processing. DEFINITIONS C 1.1 "Covered Services" means health care services or supplies to which a health care coverage provision of the Plan might apply. C1.2 "Emergency" care means Covered Services received by a Participant related to a sudden and unexpected change in the Participant's physical or mental condition which is severe enough to require immediate hospital level care. C 1.3 "Health Care Provider" means any physician, practitioner, hospital, facility, laboratory, or any other provider of health care services or supplies which are Covered Services under the terms of the Plan. C1.4 Clinical Program services are performed employing processes generally described as follows. These concepts may be described similarly by the terms of the Plan, differing only with respect to terminology. (a) "Utilization Review" means the process of assessing the appropriateness, utility, or necessity of hospital admissions, surgical procedures, outpatient care, and other health care services as required under the provisions of the Plan. Utilization Review includes: (1) "Precertification", which is the process of assessing the appropriateness, utility, or necessity of proposed non-emergency hospital admissions, surgical procedures, outpatient care, and other health care services. (2) "Concurrent Review", which is the process of assessing the continuing appropriateness, utility, or necessity of additional days of hospital confinement, outpatient care, and other health care services. (b) "Retrospective Review" means the process of assessing after the fact the appropriateness, utility, or necessity of hospital admissions, additional days of hospital confinement, surgical procedures, outpatient care, and other health care services, as required under the provisions of the Plan. 21 (c) "Case Management" means the process of assessing whether an alternative plan of care would more effectively provide necessary health care services in an appropriate setting, as required under the provisions of the Plan. (d) "Transplant Management" means hands-on support to Participants in need of organ and tissue transplants. The Transplant Management Team guides Participants to the Plan Manager's National Transplant Network (NTN), designed to control costs and deliver a superior transplant experience. They review coverage, coordinate benefits, facilitate services and follow the transplant recipient's progress from initial referral through treatment and recovery. CLINICAL PROGRAM SERVICES C2.1 Precertification, Concurrent Review, and Retrospective Review will be performed by the Plan Manager, or a consulting health care professional engaged by the Plan Manager, which may use criteria and protocols developed with input from health care experts. C2.2 The Plan Manager will provide or arrange for the provision of Precertification services, under applicable Plan provisions. (a) In the event that a proposed treatment cannot be Precertified: (1) The Plan Manager, the person requesting Precertification, and the attending Health Care Provider may, if sufficient information is provided, discuss possible treatment alternatives available under the Plan which might be Precertified. (2) In the event that the attending Health Care Provider chooses not to select possible treatment alternatives which might be Precertified or otherwise wishes to pursue Precertification of the proposed treatment as originally proposed, the Precertification process will proceed to resolution on the basis of available information. (b) Precertification will be completed within the time periods prescribed in the Plan, or if there are none, within a reasonable time after a request is made. C2.3 During the Precertification and Concurrent Review processes, each hospital admission is evaluated for discharge planning needs and Case Management potential, as appropriate. C2.4 The Plan Manager will provide or arrange for the provision of Concurrent Review services, under applicable Plan provisions. C2.5 The Plan Manager will provide or arrange for the provision of Retrospective Review services, under applicable Plan provisions. (a) For Emergency inpatient admissions, Retrospective Review services will not be performed unless they are requested within the earlier of: (1) The period of time following admission specified in the Plan; or (2) If no time is specified in the Plan, 48 hours following admission. 22 (b) When required notification is not provided so that Precertification is not performed, Retrospective Review services will be performed only if specifically required by the Plan. C2.6 Notices of the results of the Precertification,Goncurrent Review, and Retrospective Review processes, provided in accordance with the provisions of the Plan, will include information about the Plan Manager's standard procedures for having those results reconsidered. Results of these processes do not constitute claims determinations, and reconsideration of these results does not constitute an appeal of a disputed claim. C2.7 The Plan Manager will provide or arrange for the provision of Case Management services under applicable Plan provisions. C2.8 The Plan Manager will provide or arrange for the provision of Transplant Management services under applicable Plan provisions. C2.9 The Plan Manager will provide or arrange for the provision of the following additional services, under applicable Plan provisions. (a) HumanaFirst® nurse advice line which provides nurse triage and general health care information and assistance in choosing the appropriate level of care through telephone contact with licensed nursing professionals. (b) HumanaBe~inninQS services for expectant mothers which assists in identifying high-risk pregnancies at the Precertification stage and refers individuals with high-risk pregnancies for individual Case Management services. (c) Neonatal Intensive Care Unit Support provided to premature and sick newborns admitted to the Neonatal Intensive Care Unit (hTICU). Specialized Case Managers work on-site to support parents with education and service coordination with the goal of sending the newborn home to a supportive, prepared environment with informed caregivers and reducing the newborn's length of stay in the hospital. (d) Disease Management programs which provides education and assistance to Participants for specified diseases through various contracted vendors. Eligibility in the Disease Management programs is contingent upon specific diagnosis codes or procedural codes relative to each program's disease focus. Specific programs and vendors may change at the Plan Manager's sole discretion. Such services are to include: 1. Asthma 2. Cancer (active treatment only) 3. Chronic Kidney Disease 4. Congestive Heart Failure 5. Coronary Artery Disease 6. Diabetes 7. End-Stage Renal Disease 23 Rare Diseases (Cystic Fibrosis, Hemophilia, Multiple Sclerosis, Myasthenia Gravis, Systemic Lupus Erythematosis, Amyotrophic Lateral Sclerosis (a.k.a. Lou Gehrig's Disease), Chronic Inflammatory Demyelinating Polyradiculoneuropathy (CIDP), Dermatomyositis, Parkinson's Disease, Polymyositis, Rheumatoid Arthritis, Scleroderma and Sickle Cell Anemia) (e) Managed Behavioral Health, which applies a utilization management process to behavioral health conditions (mental health and substance abuse) to produce better outcomes and cost effective care. (f) Personal Nurse services which provide Participants with a specially trained nurse and provides information and tools that can help Participants understand their health care options, take control of their health needs and get the most from their plan benefits. Participation is voluntary and Participants can choose to opt out at any time. Participants are identified as potential candidates who meet all of the following criteria: (1) Humana is the third party administrator; (2) Active enrollment status; (3) Expected/actual hospital admission. (g) MvHumana, a personal, password-protected home page located at www.humana.com. Participants can log-in anytime to fmd a participating provider, look up benefits or check the status of a claim. Additional features include: shop-and-compare tools to help Participants choose hospitals and doctors, prescription drug information, a health encyclopedia, information on specific health conditions, fmancial tools to help with budgeting for health care and more. (h) Humana Health Assessment a confidential, online lifestyle questionnaire located at MyHumana.com. Upon completion of the assessment, Participants will receive a customized health report that identifies health risks and provides steps they can take to gain more control of their health. (i) Preventive Reminders, proactive, targeted campaigns that deliver messages to Participants of primary prevention care. Messages are delivered in a variety of methods including Voice Activated Technology (VAT), mailers/postcards or emails. Topics include mammography screenings, vaccinations, immunizations and more. (j) Wellness Calendar Program is an electronic package that the Employer will receive each month with a dedicated focus on a wellness topic. (k) Health Miles Program, provided through Virgin Life Care, a physical activity incentive and rewards programs to promote and motivate Participants to increase their activity level and physical fitness. Participants in the program can earn HealthMiles for effort, measurement and achievement. HealthMiles are redeemable at more than 50 national retailers. 24 HEALTH CARE PROVIDERS C3.1 The Client agrees that the Plan Manager shall not be held responsible for the actions of Health Care Providers acting as licensed professionals within the scope of their professional practice, and that in no event shall the hold harmless and indemnity provisions of this Agreement apply against the Plan Manager with respect to any expense caused by the acts or omissions of Health Care Providers. REPORTS C4.1 Special reports may be provided by the Plan Manager, if requested by the Client and the contents, composition, and cost is mutually agreed upon. MISCELLANEOUS C5.1 The Plan Manager will provide these Clinical Program services in accordance with the provisions of the Plan which are in effect and which have been communicated to the Plan Manager by the Client at the time the services are provided. C5.2 If the Plan Administrator directs the Plan Manager to make a Clinical Program services determination which is different than the determination which would otherwise be made by the Plan Manager, the Plan Manager will follow the determination of the Plan Administrator, provided the Plan Administrator's determination is first communicated to the Plan Manager in writing. However, the Plan Manager may decide that it will communicate this determination only as directed in special written instructions from the Plan Administrator which are acceptable to the Plan Manager. C5.3 The Plan Manager is an independent contractor with respect to the services provided under Article 7.3 and Exhibit "C" of this Agreement, Article 2.5 of this Agreement notwithstanding. C5.4 The obligations of the Plan Manager under Article 7.3 and Exhibit "C" of this Agreement shall terminate upon the expiration of this Agreement. 25 EXHIBIT D Networks DEFINITIONS D1.1 "Covered Services" means health care services or supplies to which a health care coverage provision of the Plan might apply. D1.2 "Health Care Provider" means any physician, practitioner, hospital, facility, laboratory, or any other provider of health care services or supplies which are Covered Services under the terms of the Plan. D 1.3 "Network" means a network of Preferred Providers which is available to provide services with respect to Participants in connection with this Agreement. D 1.4 "Preferred Provider" means a Health Care Provider that is available by virtue of this Agreement to furnish services or supplies with respect to Participants under applicable utilization management or case management provisions of the Plan. D1.5 "Preferred Provider Services" means Covered Services provided by a Preferred Provider or for emergency care. D1.6 "Service Area" means the Zip Code Areas in which each Network provides health care services in accordance with the terms of this Agreement and the Plan. D 1.7 "Zip Code Area" means the geographical area described by any five-digit zip code established by the United States Post Office. NETWORKS D2.1 The Plan Manager will engage one or more Networks to provide Covered Services under the Preferred Provider Services provisions of the Plan, within each Service Area served by the Networks. The Plan Manager will provide a listing of Network locations and Preferred Provider locations within each Service Area. PROVIDERS D3.1 The Client agrees that the Plan Manager shall not be held responsible for the actions of Health Care Providers, including providing health care services, and that in no event shall the hold harmless and indemnity provisions of this Agreement apply against the Plan Manager with respect to any expense caused by the acts or omissions of Health Care Providers. D3.2 The Plan Manager represents that provider agreements entered into by it in connection with its obligations under this Agreement comply with all of the requirements of applicable law. With respect to its obligations under this Agreement, the Plan Manager will exercise due diligence in selecting Health Care Providers. D3.3 The Plan Manager acknowledges that providers of professional health care services under contract with a Network maintained by the Plan Manager or by companies under common control with it comply with credentialing standards no less stringent than those prevailing in the industry. 26 EXHIBIT D-1 Shared Savings Program Provider Discounts In accordance with Article 7.8, the Plan Manager will arrange access for the Client to certain provider discounts established by the Plan Manager that maybe available at the time when services are rendered and/or provider fee negotiations occur. The Shared Savings Program does not extend to services by providers that the Client has already contracted for by selecting a network through the Plan Manager or through contracting directly with a network or provider. D-1.1 The "savings" are the expenses charged by the provider above the discounted provider fee. D-1.2 The Client realizes that the Shared Savings Program provider discounts and/or fee negotiations are only available with respect to hospital or facility services that are part of the current program structure but that the program structure may change over time. D-1.3 The Shared Savings Program does not include discounts with respect to (a) providers that the Client has already contracted for by selecting a network through the Plan Manager, or (b) networks or providers with which the Client has directly contracted. D-1.4 After application of the Shared Savings Program, Plan benefits will be determined as if the services were provided in an out-of-network setting, unless it is appropriate that they be considered as in- network due to the application of the urgent/emergency benefits provision of the Plan. D-1.5 The Client agrees to pay a fee for access to and application ofthe Shared Savings Program as specified in Exhibit "F". D-1.6 The Client agrees to hold the Plan Manager and its affiliates harmless and indemnify them for any and all loss, liability, or damage (including payment of reasonable attorney's fees) which they may incur by virtue of the Client's authorization and direction to apply the Shared Savings Program provider discounts to claims submitted under the Client's health care Plan. 27 EXHIBIT E Appendix B, Banking Arrangement is made a part of this document. 28 EXHIBIT F Schedule of Fees F 1.1 The monthly fees presented in this Exhibit "F" are valid for the period of time beginning August 1, 2009 and ending on July 31, 2010, except as otherwise stated. F2.1 General: Administrative Fees: August 1, 2009 Per Employee Per Employee + Per Family Through Spouse/1 Jul 31, 2010 Medical and Prescription $33.00 $33.00 $33.00 Drug August 1, 2010 Per Employee Per Employee + Per Family Through Spouse/1 Jul 31, 2011 Medical and Prescription $34.60 $34.60 $34.60 Drug *The August 1, 2010 renewal administrative fee shown above is subject to change upon Liienrs determination of renewal Plan implementation. Com osite Dental $3.83 Services NOT included in the Administrative Fees Listed Above: *The Administrative fees indicated below are only applicable during August 1, 2009 -July 31, 2010. HumanaBeginnings Neonatal Intensive Care Unit Support Program: Telephonic Onsite Wellness Plus: Virgin Health Rewards Program $257 Per Case $2,073 Per Case $2,742 Per Case $2.75 Per Eligible Member Per Month 29 Asthma, Disease Management Program: Low to Moderate Acuity -Telephonic $143 Per Case High Acuity -Telephonic $489 Per Case High Acuity -Ongoing $91 Per Participant Per Month F3.1 Cancer, Disease Management Program: Telephonic Chronic Kidney Disease, Disease Management Program: Onsite Congestive Heart Failure, Disease Management Program: Telephonic Coronary Artery Disease, Disease Management Program: Telephonic Diabetes, Disease Management Program: Telephonic End Stage Renal Disease, Disease Management Program: Onsite Telephonic Rare Diseases, Disease Management Program: High Intensity Disease -Interactive Low Intensity Disease -Interactive Low Intensity Disease -Self-directed Specific: $328 Per Participant Per Month $173 Per Participant Per Month $196 Per Participant Per Month $69 Per Participant Per Month $150 Per Participant Per Month $431 Per Participant Per Month $173 Per Participant Per Month $115 Per Participant Per Month $81 Per Participant Per Month $35 Per Participant Per Month (a) Under Article 7.5 of this Agreement, the administrative fee for providing Subrogation / Recovery Services is 30%of all amounts recovered under that Article. The administrative fee will be applied towards the gross recovery, exclusive of any legal fees. Fees are calculated based on gross recovery. Expenses incurred are taken out of the Plan Manager's fee when it is the Plan Manager's choice to retain counsel. If the Client requests legal action outside the normal course of handling, it will be the Client's responsibility to pay legal fees incurred. (b) With respect to access to provider networks in accordance with Article 7.7 of this Agreement or other similar provider arrangements arranged through the Plan Manager, the Client understands that a special access fee may be payable, depending upon the network or arrangement. The Client and the Plan Manager agree that the Client will be obligated to pay any special fee under this Exhibit "F3.1(b)" only upon advance written notice to and written consent by the Client. (c) With respect to access to and application of the Shared Savings Program in accordance with Article 7.8 and Exhibit "D-1 ", the Client agrees to pay a fee equal to 30% of the "savings" on medical services realized by virtue of application of the Shared Savings Program Provider Discounts. 30 (d) The fee payable for run-out claims processing under Article 7.9 of this Agreement can be one of two options. The Client can choose for the Plan Manager to process run-out claims for either three (3) or twelve (12) months. The fee for handling these run-out claims for three (3) months is equal to three (3) months of Administrative fees or for twelve (12) months is equal to four (4) months of Administrative fees. The run-out fee will be calculated based on the total number of employees that were terminated from the Plan. The total run-out fee must be received by the Plan Manager to begin the claims processing for the selected run-out period. F4.1 Pa~t_ (a) Fees set forth in Exhibit "F2.1" are payable to the Plan Manager once per month, unless otherwise indicated. (b) Any special access fees payable under Exhibit "F3.1(b)" shall be paid by the Client to the Plan Manager as billed. 31 EXHIBIT G Persons Authorized to Receive Private Health Information Name: Pat Atkins Title: Benefits Manager Company: City of Corpus Christi Address: 1201 Leopard Street Telephone: (361) 826-3445 Fax: (361) 844-1730 Email: patat@cctexas.com Name: Kerri Craig Title: Benefits Manager Company: City of Corpus Christi Address: 1201 Leopard Street Telephone: (361) 826-3666 Fax: (361) 844-1730 Email: kerric@cctexas.com Name: Cynthia Garcia Title: Director of Human Resources Company: City of Corpus Christi Address: 1201 Leopard Street Telephone: (361) 826-3445 Fax: (361) 844-1730 Email: cynthiag@cctexas.com EXHIBIT H Pharmacy Management DEFINITIONS H 1.1 "Brand Name Medication" means a drug, medicine or medication that is manufactured and distributed by only one pharmaceutical manufacturer, or any drug product that has been designated as brand name by an industry-recognized source used by the Plan Manager. H1.2 "Drug List" means a list of prescription drugs, medicines, medications and supplies specified by the Plan Manager. This list indicates applicable Dispensing Limits and/or any Prior Authorization requirements. This list is subject to change without notice. Drugs may be subject to specific time constraints. H1.3 "Prior Authorization" means the required prior approval from the Plan Manager for the coverage of certain prescription drugs, medicines and medications, including the dosage, quantity and duration, as appropriate for the Participant's diagnosis, age and sex. H1.4 "Specialty Drug" means a drug, medicine or medication used as a specialized therapy developed for chronic, complex sicknesses or bodily injuries. Specialty Drugs may: (a) Require nursing services or special programs to support patient compliance; (b) Require disease-specific treatment programs; (c) Have limited distribution requirements; or (d) Have special handling, storage or shipping requirements. DRUG LIST AND PHARMACY PROGRAMS H2.1 Pharmacy Management administers a standard Drug List that is updated on an annual basis, or as appropriate, as drugs enter or exit the market. Changes may also occur as Brand Name Medications lose their patents. Annual changes are effective January 1 of each year. Additional fees may be assessed to Clients that opt out of the annual changes.In addition, rebates payable to the Client will be impacted if annual Drug List changes are not implemented. H2.2 Pharmacy Management administers the Prior Authorization. This program is designed to promote lower cost alternatives and patient safety. REBATES H3.1 Rebates are defined as revenue received from pharmaceutical manufacturers for the placement of their product within the Plan Manager's Drug List and for the market share that product achieved within its therapeutic class. H3.2 Rebates are quoted on every paid prescription and include Specialty Drugs and prescriptions for less than a 30-day supply. Rebates are calculated bi-annually and are paid within 60 days ofthe end of the period. H3.3 Rebates can be impacted by government, regulatory or pharmaceutical industry action. In the event that changes impact the Plan Manager's pharmacy rebate program, the Plan Manager reserves the right to calculate the impact these changes have on guaranteed rebates. H3.4 With respect to rebates which may be available for pharmacy benefits provided under the Plan, the Client agrees that the Plan Manager will retain amounts attributable to rebates as reasonable compensation for services under this Agreement, including arranging pharmacy discount programs. PHARMACY NETWORK DISCOUNTS AND DISPENSING FEES H4.1 The Plan Manager is providing the Client with complete pass-through of its pharmacy network discounts and dispensing fees. The Client therefore receives the full value of the Plan Manager's network. Discounts can change over time and the Plan Manager does not assume the risk for those changes. H4.2 The Plan Manager's retail and mail order discounts exclude Specialty Drugs and prescription drug claims that the Plan Manager pays as secondary claims. METHODOLOGY H5.1 The Plan Manager uses Average Wholesale Price (AWP) methodology utilizing First Data Bank or other industry-recognized standards as the primary pricing source, but reserves the right to change to another industry-recognized standard at the Plan Manager's sole discretion. If the Plan Manager decides to change its pricing source, the Plan Manager agrees to: (a) When possible, provide the Client with at least 30 days notice of the change; (b) Pass through all financial impacts of the pricing source change to the Client; (c) Provide the Client with written illustration of the financial impact of the pricing source change (e.g., specific drug examples) and written statement of the expected aggregate annual impact of the pricing source change. When possible, the Plan Manager will provide written illustration and statement noted above to the Client at least 30 days prior to the change. H5.2 In the event of a pricing methodology change or a pricing source change, if the Plan Manager does not agree to pass through pricing improvements to the Client, or if the change results in higher gross cost (before member cost share) to the Client, then the Client reserves the right to re-negotiate contract terms or to terminate with 90 days written notice at any point during contract term without any termination charges. H5.3 Recent federal class action lawsuit involving First Data Bank and McKesson has revealed inflation in published Average Wholesale Prices (AWP). First Data Bank stated in October, 2006 that it will discontinue publishing the benchmark data within 2 years of final judgment. As a result, the pharmacy community is in the midst of research to determine what pricing source will be used to replace AWP. In addition, in 2009, a change will be made to effectively lower AWP. In some instances the underlying pharmacy reimbursement will also decrease (saving plans money), and in other instances the underlying pharmacy reimbursement will remain the same (resulting in no financial impact to plans). This event will have an impact on reported pharmacy discounts offof AWP. As this impact is understood, the Plan Manager's guaranteed rates will change accordingly.