HomeMy WebLinkAboutC2011-204 - 5/17/2011 - 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 HumanaDentaI Insurance Company, a Wisconsin
corporation and City of Corpus Christi, a home -rule municipal corporation with principal offices in
Corpus Christi, Texas.
This Agreement is effective this first day of August, 2011.
In consideration 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 Employer 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.
2011 -204
M2011 -119 1
Humana Ins. Co. 05/17/11 INDEXED
1.7 Plan Administrator (or,Adxninistrator,�, 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 (or Humana) 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 in accordance
with the provisions of the Plan as established and authorized by the Plan Administrator. In this
context, the Plan Manager's normal operating procedures, practices and rules will be followed
unless they are inconsistent with the Plan.
2.2 Unless provided herein, 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.
2A 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 of the 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 in compliance 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.
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33 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 or employee communications significantly affecting the Plan, and any amendments
or revisions.
3.4 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.
3.5 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.
3.6 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.
33 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 may be 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.
3.8 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.
3.9 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.
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3.10 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, wire transfer or Automated Clearinghouse (ACH) equal
to the monthly invoice. ACH is a billing payment process where the Client's administrative fees
are automatically withdrawn from their bank account on a date mutually agreed upon by the
Client and the Plan Manager. The Client must provide the Plan Manager with their banking
information and sign an ACH Banking Agreement before the first payment is due. The amount
of the fees may be adjusted monthly to reflect enrollment changes. The Client can arrange wire
transfers by completing a foray 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.
3.11 The Client and the Plan Manager will, on at least a quarterly basis, reconcile enrollment data to
ensure service is being properly administered to participants and that administrative fees have
been correctly billed and paid. If notice of a change in enrollment data is received by the Plan
Manager more than sixty (60) days after the effective date of the change, the retroactive credit
against fees will be limited to two (2) months.
3.12 In the event that the general obligations of this Article III may be 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 N
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 discretionary 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.
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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.
4.6 With respect to its obligations under this Agreement, the Plan Manager will maintain professional
liability and errors and omissions insurance in amounts as required in RFP BI- 0067 -11.
ARTICLE V
Claims Administration
5.1 The Client hereby delegates to the Plan Manager authority to make discretionary 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. This section shall not apply to claims that
involve eligibility issues only.
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 inconsistent with the provisions of the Plan. The Plan
Manager shall comply with applicable U.S. Department of Labor claims procedures regulations
and guidance with respect to notice procedures and content of a notice of adverse benefit
determinations.
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.
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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 The Plan Administrator shall accept requests for external review of appeals. The Plan
Administrator shall comply with applicable U.S. Department of Labor claims procedures
regulations and guidance with respect to external review.
5.10 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 after written request by the
Plan Manager to do so.
5.11 With respect to claims for which provider discounts are available ( "Provider Discounts "), the
Client authorizes and directs the Plan Manager to process claims under this Agreement taking the
Provider Discounts into account.
ARTICLE VI
Reports, Records and Audits
6.1 The Plan, Manager will provide standard reports, as outlined in Exhibit "I", 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.
6.5 Audits are governed by the Plan Manager's policy regarding Client audit requests (available upon
request). Audits may be 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 eighteen (18) months 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.
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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 reasonable 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 Plan Description ( "SPD' ). This service will be available at the commencement of
this Agreement and on an as needed basis throughout the Plan year to assist the Client when
language changes are made necessary from changes in Plan design and when language changes
are made necessary due to new legislation or other governmental requirements. Notwithstanding
the above, the Client understands that any language provided by the Plan Manager to the Client or
the Plan Administrator shall not be construed as legal advice nor as a compliance delegation to
the Plan Manager for the Client's Summary Plan Description obligations under applicable law.
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 and mailing of basic Participant identification cards to each Participant. The
Plan Manager shall send identification cards for new enrollments, in addition to requests
for duplicate identification cards, to Plan member(s) within three (3) business days of
reccipt of eligibility file from the Client.
(b) Routine claims processing audit controls.
(c) Fraud investigation services.
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 unless the Client proposes exceptions that are acceptable to the Plan
Manager. Such services may only be performed by the Plan Manager or by
subcontractors and/or counsel selected by the Plan Manager.
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(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/Recovery 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 W. 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
11 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.I (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 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.
7.11 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 froze. the Client and Plan
Participants any information as specified by HHS and CMS.
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(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 flan Manager and use its reasonably 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 7.11 is subject to the Hold Harmless provisions in Article XIII
7.12 Humana agrees to assume all financial and operational responsibility for services performed on
behalf of all groups regardless of whether those services are performed internally by Humana or
through a subcontractor. Humana will be the sole point of contact with respect to all contracts
with groups and Humana provides all operational supervision of subcontractors. Humana will be
responsible for any defaults by subcontractors and will separately pursue all remedies, corrective
actions, penalties, and claims for financial damages (including breach or negligence) that the
company is entitled to under its contractual agreement with each subcontractor.
ARTICLE VIII
Banldng
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 made 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, ACH 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 7" to this Agreement.
9.2 Payments received after the grace period (see Article 3.8) 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.
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9.3 The Plan Manager may assess additional fees for administrative costs associated with Plan
change requests received from the Client after the Plan effective date that causes a significant re-
build of Plan benefits. The Plan Manager will provide advance notice to the Client in the event
that an additional fee is required. The Plan Manager shall not be obligated to implement
requested changes until mutual agreement of fee amount has been reached between the Client and
the Plan Manager.
9.4 The Plan Manager may assess additional fees for administrative costs associated with federal or
state legislation (if applicable) implementation. The Plan Manager will provide advance notice to
the Client in the event that an additional fee is required. The Plan Manager shall not be obligated
to implement requested changes until mutual agreement of fee amount has been reached between
the Client and the Plan Manager.
ARTICLE X
Contract Period
10.1 The effective date of this Agreement is August 1, 2011 (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 X1, below.
10.2 This Agreement may be extended for up to three (3) additional one -year periods, subject to
approval by the Client and the Plan Manager and the terms of the Plan Manager's Proposal
response to RFP BI- 0067 -11.
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 gny 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 of:
(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.
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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 3.8.
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 reasonable 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.
11.7 Upon termination of this Agreement, any monetary obligation of the Client to the Plan Manager
shall become immediately due and payable 30 days from the date of the Client's receipt of a valid
invoice.
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 the Full 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 Full Administrative Fees. For
purposes of this Agreement "Full Administrative Fees" shall mean all services including base,
access, clinical and any additional services requested on a per employee per month basis.
Medical: The monthly run -out administration fee will be the full renewal Administrative fee
including medical and all clinical fees times current enrollment. Dental: The monthly run -out
administration fee will be the fall renewal Administrative fee 'times the average enrollment of
twelve (12) months prior to the written notice of termination. 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 Xl 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 The Plan Manger and the Client will abide by the terms and conditions of the Client's Business
Associates Agreement as outlined in Exhibit "J ".
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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 ALL EXPENSES
OF LITIGATION, COURT COSTS, REASONABLE ATTORNEY'S FEES AND EXPERT
WITNESS 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
BENEFIT PAYMENTS 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, DEFEND AND HOLD THE
CLIENT AND ITS OFFICERS, EMPLOYEES AND AGENTS ( "INDEMNITEES')
HARMLESS AGAINST ANY AND ALL LOSS, LIABILITY, OR DAMAGE
(INCLUDING PAYMENT OF ALL EXPENSES OF LITIGATION, COURT COSTS,
REASONABLE ATTORNEY'S FEES AND EXPERT WITNESS FEES) WHICH CLIENT
INCURS AS A RESULT OF THE FAILURE OF THE PLAN MANAGER OR ITS
EMPLOYEES, AGENTS OR REPRESENTATIVES 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 upon notification by the Plan Manager that the tax has been paid.
13
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 bencfits 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.
ARTICLE XVI
Miscellaneous
16.1 Ancillga 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. All executed ancillary agreements containing Plan information shall be incorporated
herein.
16.2 Entire Agreement This Agreement (including the Exhibits, Plan documents and other documents
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, Plan documents, and other documents incorporated
herein 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- 844 -1730
Email: patat @cctexas.com
14
(b) If, within ten (10) business days after such meeting, the parties have not succeeded in
negotiating a resolution for the dispute, they agree to submit the dispute to mediation and
binding arbitration in accordance with the Model Procedure for Mediation of Business
Disputes of the Center for Dispute Resolution of the Institute for Conflict Prevention and
Resolution ( "CPR ") and, in the case of arbitration, the PCPR Rules for Non - Administered
Arbitration of Business Disputes.
(c) The parties will jointly appoint a mutually acceptable mediator or arbitrator, seeking
assistance from the CPR if they are not able to agree upon such an appointment within 20
days. The parties shall participate in good faith in the mediation and related negotiations
for at least 20 days. If the parties have not successfully resolved the dispute through this
mediation process, they agree to binding arbitration by a single arbitrator, in accordance
with the CPR Rules for Non - Administered Arbitration of Business Disputes. The
arbitration shall be subject to the Federal Arbitration Act, and any judgment by the
arbitrator may be entered by any U.S. Court with jurisdiction.
(d) Arbitration shall take place in the State of Texas unless otherwise agreed by all of the
parties. Equitable remedies shall be available, but punitive damages shall not. Any
question concerning whether an issue is subject to arbitration is to be determined by the
arbitrator. Any court with jurisdiction may enter judgment on the award rendered.
(e) The Plan Manager shall not disrupt the coverage of any member during the dispute
resolution process.
16.10 Non-Appropriations. All parties recognize that the continuation of any Agreement after the close
of any fiscal year of the City, which fiscal year ends on July 31 annually, is subject to
appropriations and budget approval providing for such contract item as expenditure in said
budget. The City does not represent that said budget item will actually be adopted; that
determination is within the sole discretion of the City Council at the time of adoption of each
budget.
N
, 2011. IN WITNESS WHEREOF, the Client and the Plan Manager have executed this Agreement on
4 / �ox�xati.0 c f
M -01 I Name: Ronald L. Olson I AUTHORIZED NY C-OUNCIL
Title: City Manaaerer
6pw
HUMANA INSURANCE COMPANY €
(Ey}
Khalid Naz
Vice President
HUMANADENTAL INSURANCE COMPANY
(B
Gerald L. Ganoni
President
Approved as to form: B —S—za +1
8 ---. - -
L. Brian Narvaez 1'
Assistant City Attorney
For City Attorney
17
EXHIBIT A
Identification of the Plan
The City of Corpus Christi
Medical and Dental Coverage
A Government Entity Plan
EXHIBIT B
COBRA Administration Services
DEFINITIONS
131.1 "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.
131-2 "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
"
131-3 "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 Continues ".
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 (3 1) 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.
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 of the 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 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.
B3.2 Notification to the Plan Manager and COBRA Service Provider by the Employer, or the Plan
Administrator of the termination date, qualifying event and eligibility of an individual to receive
COBRA continuation coverage
B3.3 Notification to the Plan Manager and COBRA Service Provider by the Employer or the Plan
Administrator of the appropriate amounts due for coverage under the Plan.
B3.4 The Client and the Employer understand and agree that the Client shall inform each affected
entity (e.g. HMO) of the existence of this Agreement and, by separate written agreement or
otherwise, secure each entity's acceptance of its pertinent provisions.
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:
Attn: Tim Batson
Humana Insurance Company
500 West Main Street
Louisville, Kentucky 40202
Telephone: 502- 476 -8508
FAX: 502 -580 -3639
Email: tbatson@humana.com
Attn: Gerald L. Ganoni
HumanaDental Insurance Company
1100 Employers Boulevard
Green Bay, Wisconsin 54344
Telephone: 920-337-7602
FAX: 920 -337 -8129
Email: jganoni @humana.com
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
C1.1 "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 an emergency
medical condition provided by the emergency department of the hospital for purposes of a
screening examination and treatment needed to stabilize a patient. An emergency medical
condition means a condition that the average prudent person could reasonably expect to result in
the following without immediate medical attention:
• A condition that places the health of the individual in serious jeopardy; or
• Serious impairment to bodily functions; or
+ Serious dysfunction of any bodily organ or part.
C13 "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.
CIA 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.
(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, home health care 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.
(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, Concurrent 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) Nurse Line Package, a nurse advice line, 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) Mother/Baby Program consists of 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 as well as Neonatal
Intensive Care Unit (NICU) support for premature and sick newborns admitted to the
Neonatal Intensive Care Unit (NICU). 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 newbom's length of stay in the hospital.
(e) Chronic Condition Management programs which provides education and assistance to
Participants for specified diseases through various contracted vendors. Eligibility in the
Chronic Condition 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
S. 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).
(d) 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.
(e) MvHumana a personal, password - protected home page located at www.humana.com.
Participants can log -in anytime to find 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, financial tools to help with
budgeting for health care and more.
{f) 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.
(g) 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.
(h) Wellness Calendar Program is an electronic package that the Employer will receive
each month with a dedicated focus on a wellness topic.
(i) Bariatric Management Program, which provides guidance to Participants undergoing
bariatric surgery. The Bariatric Management Team guides Participants to facilities and
qualified practitioners designated by the Plan Manager as approved bariatric services
providers. They also provide . precertification, a list of approved bariatric
surgeries /procedures, inpatient care management and six months of post - surgical follow -
up.
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 detertnination 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 in a manner
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.
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.
D13 "Network" means a network of Preferred Providers which is available to provide services with
respect to Participants in connection with this Agreement.
DI A "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.
D1.7 "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 and provide reasonable notice of changes.
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.
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 may be 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 of the 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.
EXHIBIT E
Banldng Arrangement
Exhibit E -2, Custom Banking Arrangement is made a part of this document.
)EXHIBIT E-2
CUSTOM BANKING ARRANGEMENT
In order to facilitate the transfer of claims payment'fands in connection with the Client's
obligations under the Plan Management Agreement, the Client and the Plan Manager agree to the
following teams and conditions.
Under this method of claims payment, claims are paid by means of checks drawn against
an account set up by the Client. The checks are drafted on check stock, which must exhibit the
Client's name, logo authorized check signers and financial institution numbers. Tlae Client is
responsible for managing this checking account.
F -2.1 Claims . expenses are paid by mcans of checks drafted on a designated claims payment
account established and maintained by the Client from which claims payments will be
made under the Plan Maiagement Agreement (the "Designated "Account ") at a designated
bank (the "Designated2ank "),
F -2.2 The Client agrees to:
(a) Maintain at all times sufficient funds in the Designated Account to fund claims
payments made under the Plan.Management Agreement.
(b) 'fake all steps Necessary to authorize the designated Bank to honor checks
written against the Designated Account by the PlaaManagen
(e) Pay any fees, charged by the Designated Bank to service the Designated Account
(d) Provide bank account specification sheet of the Designated Account to the Plan
Manager.
(e) Provide logo and authorized check signatures to the Plan Manager to be printed
on checks.
E -2.3 The anticipated frequency of transactions under this agreement is daily i.e. checks will
clear the Designated Account each banking day.
E -2.4 Additional Responsibilities of the Client:
(a) Reconcile statements of the Designated Account
(b) Resolve any unclaimed' property matters.
1-15 The .Plan Manager agrees to:
(a) Provide a draft register of Designated Account claims payment activity to the
Client on a [weekly/ monthly] frequency,
(b) Issue stop payment . requests, if appropriate.
E-16 While. this Plan Management Agreement is in effect, the Client and the Plan Manager
may agree in writing to .change this method of "banking ". However, any such change
shall not affect continuing obligations under the Plan Management Agreement or liability
Of the Client for checks authorized for payment, fees incurred as provided: in tins
Agreement, and/or ally due and agreed upon balance requirements in effect prior to the
effective date of the change.
E -23 Persons to contact at the Client's location regarding this Custom Banking.Arrangenient:
Prinnary Contact
Name: Dorothea Montoya
Phone Number: (361) 884 -3619
-PAX Number (36l) 826 -.4225
Email aorotlaea(*Uexas.com
EXHIBIT F
Schedule of Fees
F1.1 The monthly fees presented in this Exhibit "F" are valid for the period of time beginning on
August 1, 2011 and ending on July 31, 2012, except as otherwise stated.
F2.1 General:
Administrative Fees:
Composite
Dental $3,83
Services NOT included in the Administrative Fees Listed Above:
Ad -hoe Reporting
$150 Per Hour
F3.1 Specific:
(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-l", 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.
Per
Employee
Per Employee +
Spousell
Per Employee f
Child
Per Family
Medical
$42.36
$42.36
$42.36
$42.36
Composite
Dental $3,83
Services NOT included in the Administrative Fees Listed Above:
Ad -hoe Reporting
$150 Per Hour
F3.1 Specific:
(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-l", 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.
(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 Pa3 ent:
(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.
F5.1 Medical Discount Guarantee Offer Arrangement:
The Plan Manager agrees to reimburse the Client the applicable amount, if any, under the
Medical Discount Guarantee Offer Arrangement, as defined in Exhibit "H ".
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:
Senior Management Assistant
Company:
City of Corpus Christi
Address:
1201 Leopard Street
Telephone:
(361) 826 -3666
Fax:
(361) 844 -1730
Email:
kerric @cctexas.com
Name:
Joan McKaughan
Title:
Interim Director of Human Resources
Company:
City of Corpus Christi
Address:
1201 Leopard Street
Telephone:
(361) 826 -3306
Fax:
(361) 844 -1730
Email:
joanm @cctexas.com
Name:
Carlos Valdez
Title:
City Attorney
Company:
City of Corpus Christi
Address:
1201 Leopard Street
Name:
LaDonna Powell
Title:
Insurance Benefits Coordinator
Company:
City of Corpus Christi
Address:
1201 Leopard Street
Telephone:
(361) 826 -3671
Fax:
(361) 844 -1730
Email:
ladonnap @cctexas.com
EXHIBIT H
Medical Discount Guarantee Offer Arrangement
City of Corpus Christi Discount Guarantees are made a part of this document.
Humafia!s Discmnl Giraratitee offer providos City of Corpus Christi a significant and rnateTial cost
of =e advantage that vvem confident no other ve-ndar is primed to match! For City -of Corpus
Christi Active Employees, PRE-65 Covered Refirees and Coveted DepeiWents incurred in - net wotk
PP O rne&*4 Humana will gamantee City of Cottvas Christi ftt its Discount Savings will be
within the risk-free corridor listed above in Exhibit 1:
Guarantee ptriod covers in-network PPO medical rJalms ineurred from August 1 2011
through July 31'11 2012 and paid through September 2012,
Discount Guarantee Penalty Payment will be made by lluman3 to City of Corpus Cbristi,
according to the wale listed above in Exhibit I -
Dis,00unt GtMrWitee applies to the City of Corpus Christi Active, Empioyees and PRE65 Betimes and
Covmd Dependents Eligible In-Network PPP Difscount Savizir, incurred through in-network
cont=ted providers.
piefac Note,F- rill cw�Jdkmfial fS qf
ewVvafing the
, t.:; 6,Vc -)u3v guatyinfee, A -A',r swrr
chilar is'ao"md& ar exTeTnaP any pwpave odktrhanftv- the'e'J"aivafion qfthe
0 qr Cifr re�pvnsa ks strictly -Trol-t0ited mid unkmfid. 6y zxxepfing
informadan, liv- r el 1piaf�l "no the ka ynf stated h&wRi and agree to oujintain Ihiv
I
Humana ChalceCare 81"d PPO 140diCal WSWUMGuarantft Offer
This Discount Guarantee is subject to the following and
c
Discount savings is defined aq the difference between the Eligible InWTred In- Network PPO
Medical Billed Charge ainounts . and Medieat Allowed Charge amount resulting from negotiated
discounts for In-Network Claims.
Discount Percentage is defined as tl Discount Savings di-tided by the Fligible Incur. In- NeUvork
Medical Billed Chqg ,
The Not savings calculation account4for rvversals, adjustinents wd duplicate bills and excludes the
Mowing cWMs:
Disallowed Services
li. clams
` nar3pl at elaitrrs
A Center of Ex llence Claims (defiaed as: A Tcr ia.ry care hospital which will reimburse
expenses for a pantie lar 1arocedur.- , .Liver transplantation, based on that centers miter
than average rate Ofsuccess)
COB P-$airns, arid,
a Claim wirtre milled amount oquals allowed amount, and
Any claim with bilied charges in exccss of ,0 .
Condifiow of Discount Guarantee offer are as follows
The Discount Guarantee Caloulation(s,) will be finalized by December 31'% .2012 with any
appropriate payments era be made on or before July I ", 2013.
* "I'h viscount Guarantee will be calculated by Hurnann's - pricing Unit,
The Discount Gua nt e Oi"l"er asgums Humana total replacement of all City of Corpus
Christi fictive Employees, PRE65 retirees and dependents covered,
a The maximum combined penalty payout is any one' year for all Humana pertonnance
guarantees, including the network discount orrarant , will be limited to 10% of the base
administrative fee,
4 H umana rewrves the right to 'renegodite the teas of ft s agrecrncnt if there is a +/- 1 WA
change in the number of eligible subscribers during the plain year.
Ploo e Note: file evgfidenfi l iqk�t'r€xion {" maw z herein ig iniended s k3 fa.' �A? PyrpoRc of
dlsNhuf vn� varlmr Wernally or e'vernally, 'or tvp' r'05e rather th — for the tmlhwtion qff w
ir'fwm rtion, Me acknowledg& dw intent Mated hereh? and agree to rwif a.ain fkg
EXHIBIT J
Business Associates Agreement
City of Corpus Christi Business Associates Agreement is made a part of this document.
EXHIBIT K
Request For Proposal
Request for Proposal (RFP) BI- 0067 -11 and Humana's proposal, as clarified in writing and as modified
by Humana's Final Best and Final Offer are made a part of this document.
AMENDMENT TO GROUP STOP -LOSS POLICY
ISSUED BY HUMANA INSURANCE COMPANY
AMENDMENT NO. 5
ATTACHED TO GROUP STOP -LOSS EFFECTIVE DATE OF
POLICY NO.: 675908 THIS AMENDMENT: 8/1/2011
The following provisions are made a part of the Group Stop -Loss Policy to which this Amendment is
attached; however, nothing contained herein shall vary, alter or extend any provision of the Group Stop -
Loss Policy to which this Amendment is attached except as stated herein:
A NEW SCHEDULE OF COVERAGE IS ADDED TO THE GROUP STOP -LOSS POLICY
COVERING THE COVERED PERSONS OF CITY OF CORPUS CHRISTI. THIS NEW
SCHEDULE OF COVERAGE SHALL SUPERSEDE AND BE SUBSTITUTED FOR ANY
PREVIOUSLY EXISTING SCHEDULE TO THE POLICY OF THE SAME OR SIMILAR
DESIGNATION.
IN WITNESS WHEREOF, Humana Insurance Company has caused this Amendment to be executed at. its
Home Office in the City of Green Bay, Wisconsin to take effect at 12:01 A.M., Standard Time, on the
Effective Date shown herein.
the POLIC DE HUMANA INSURANCE COMPANY
P SEN ATNE -TITLE MICHAEL B. McCALLISTER
PRESIDENT
�Lol I -_ jo)TWU
SMET
GN- 58244 -10
STOP -LOSS SCHEDULE OF COVERAGE
HUMANA INSURANCE COMPANY
This Schedule of Coverage forms a part of the Policy issued to the Policyholder and shall be effective as
of August 1, 2011 and continue in effect until July 31, 2012 unless sooner amended or revised.
Name of Policyholder's Plan: City of Carpus Christi
Plan Administrator: City of Corpus Christi
(Humana is not the Plan Administrator as defined by ERISA)
Plan Administrator address: 1201 Leopard Street, Corpus Christi, Texas 78408
Covered entities other than Policyholder: Not Applicable
Classes of employees excluded from coverage: Not Applicable
❑ Proposed Policyholder engages in the delivery of health care to the participants of the Proposed
Policyholder's underlying plan. As such, any claims for services rendered by healthcare providers
(hospitals, clinics, facilities, labs, physicians, etc.) affiliated with the Proposed Policyholder shall be
excluded from coverage under this Policy. Proposed Policyholder shall provide Company with a list
of the affiliated providers, including their names, addresses, and tax identification numbers, and shall
update the list as changes occur.
Covered Benefits:
Aggregate Stop -Loss
❑ Medical
❑ Prescription Drug
0 Not Applicable
Individual Stop -Loss
❑x Medical
El Prescription Drug
0 Mental Health
GN- 58244 -10
Coverage Options:
Aggregate Stop -Loss
Individual Stop -Loss
Explanation
❑ Paid Option
❑ Paid Option
Claims Incurred after Policy effective date and
Paid during the Policy Year.
❑ 12/12
❑ 12/12
Claims Incurred within 12 months following start
of Policy Year and Paid within 12 months
following start of Policy Year.
❑ 12/15
IRI 12 /15
Claims Incurred within 12 months following start
of Policy Year and Paid within 15 months
following start of Policy Year.
❑ 12/18
❑ 12/18
Claims Incurred within 12 months following start
of Policy Year and Paid within 18 months
following start of Policy Year.
❑x Not Applicable
❑
Claims Incurred within months following
start of Policy Year and Paid within _ months
following start of Policy Year.
Yes No Run In . During the initial Policy Year, the Company will apply all Eligible Expenses incurred
during the selected period preceding the Effective Date of the Policy and Paid during the
initial Plan Year.
Aggregate _ Stop Loss Individual_ Stop -Loss
❑ 3 Months ❑ 3 Months
❑ 4 Months ❑ 4 Months
❑ 6 Months ❑ 6 Months
El N/A El NIA
S No Organ Transplant Step Down Deductible Option Step -Down Amount— $10,000
Yes No Monthly Aggregate Advance Option
Yes No Deficit Recovery Option
Stop -Loss Coinsurance: 100%
Annual Aggregate Maximum Benefit: Not Applicable
Annual Individual Deductible: $175,000
Lifetime Individual Maximum Benefit: Unlimited
Minimum Annual Aggregate Deductible: Not Applicable
GN- 58244 -10
Covered Persons with unique individual stop -loss deductible amounts and maximums:
Name
Not Applicable
Monthly Rates:
Employee Only
Employee and Spouse
Employee and Child
Family
Aaare ag
Deductible Factor
Not AR12licable
Not Applicable
Not Applicable
Not Applicable
Unique Annual
Individual Stop -Loss
Deductible Amount
Not Applicable
Auaregate
Stop -Loss Premium
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Unique
Individual Lifetime
Maximum Benefit
Not Applicable
Individual
Stop-Loss Premium
$40.51
$40.51
$40.51
$40.51
Yes No Terminal Liability Option. This coverage will include all Eligible Expenses paid during the
selected period following the Policy Termination Effective Date. This feature is only
available if "Paid Option" or "12112" is chosen above.
GN- 58244 -10
CITY OF CORPUS CHRISTI
PURCHASING DIVISION
Agreement No.: SA11-058 Amendment No.: 1 Date: May 14, 2013
The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City, and
Humana Insurance Company and HumanaDental Insurance Company, hereinafter
referred to as the Contractor, 'do hereby make and enter into this Amendment which,
together'with the Contract and all other duly executed amendments, constitutes the entire
agreement under the above-referenced Agreement between the City and the Contractor.
This Amendment exercises the first of three optional one-year extensions of
this agreement; that being from August 1, 2013 and continuing through July
31, 2014.
The Contractor and the City.agree to and shall abide by all terms and conditions of the
original Contract and any amendments to that Contract, to the extent they are not in
conflict with the terms of this Amendment.
6Ne. 'V��� Date Name �� - Date
Title: 0wi--7z DF 1qeA0ajr y '�na�E�(G��"° Title:
W1_6�At i�ecu�i\e_
Hu a Ins ce mpany HumanaDental Insurance Company
Ro L o ate 7:3u,"L 4-1)
City anager
City o s Christi, Texas