HomeMy WebLinkAboutExhibit 1PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Miami, Florida
and Connecticut General LifeInsurance Company
This Professional Services Agreement ("Agreement") is entered into this day of
, 2011 by and between the City of Miami, a municipal corporation of the State of
Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and
Connecticut General Life Insurance Company, ("CIGNA") a Connecticut Corporation , a foreign
corporation qualified to do business in Florida ,whose principal address is 1571 Sawgrass
Corporate Parkway Sunrise, FL 33323 ("Provider").
RECITALS:
WHEREAS, the City of Miami is currently contracted with "CIGNA" for the provision
of Employee Benefit Health Plan administration services separated into 4 sections: Part A —
Third Party Administrative Services; Part B — Stop Loss; Part C — Prescription Drug Services;
and Part D — Employee Assistance Program Services; and
WHEREAS; City Resolution 04-01084; approved by the City Commission on September
16, 2004, authorized the City Manager to enter into a Professional Services Agreement with
"CIGNA", after a competitive procurement process, for the provision of Employee Benefit
Health Plan Administration Services including the following 3 sections: Part A — Third Party
Administrative Services; Part B — Stop Loss; Part C — Prescription Drug Services; and Part D —
Employee Assistance Program Services. These agreements were for three (3) years, with an
effective date of January 1, 2005, with two (2) options to renew for two (2) years each, which
options were exercised by the City and which contract expired on January 1, 2012 ; and
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Whereas, in order for the City to enter this Agreement the City Commission, by an affirmative
4/5t vote, the City Commission has approved and ratified the City Manager's written finding
waiving competitive bidding relative to this Agreement as not being practicable or advantageous
to the City in this particular instance in accordance with the applicable provisions of the City of
Miami Procurement Ordinance ;
WHEREAS, Part B — Stop Loss, was procured separately on December 16, 2010 through a
competitive procurement process involving RFP # 244233 and is not included within this
Agreement , and
WHEREAS, by working with our current Provider the City may be able to meet needed
healthcare cost reductions in a process to continue administration services to Employee Benefits
Health Plan and continue to minimize healthcare costs to the City; and
WHEREAS, funding is available for the payment of this negotiated contract is available
to cover the cost of these services in an amount not to exceed S2,711,486 for two (2) years in the
general operating budget of the Risk Management Department, Account Code No.
05002.301001.523000.0000.00000; and
WHEREAS, the City wishes to engage the Services of Provider, and Provider wishes to
perform the Services for the City; and
WHEREAS, the City and the Provider desire to enter into this Agreement under the terns
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Provider and the City agree as follows:
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TERMS:
1. RECITALS AND INCORPORATIONS; DEFINITIONS; PRIORITY OF
CONTRACT DOCUMENTS :
A. The recitals are true and correct and are hereby incorporated into and made a part
of this Agreement.
B. The following Exhibits are incorporated by reference into this Agreement and are
made a part hereof and may be collectively referred to as the "Contract Documents" :
The Administrative Services Agreement are hereby incorporated into and made a part of
this Agreement as attached Exhibit "A". The Provider's Response as to Proposed Tenns and
Conditions dated, September 21, 2011, is hereby incorporated into and made a part of this
Agreement as attached Exhibit `B". The Provider's Terms and Conditions is hereby
incorporated into and made part of this Agreement as Exhibit "C". The Provider's Insurance
Certificate is hereby incorporated into and made a part of this Agreement as Exhibit "D". The
Provider's Rate of Compensation is hereby incorporated into and made a part of this Agreement
as Exhibit "E". The Provider's Corporate Resolutions and Evidence of Qualification To Do
Business In Florida is hereby incorporated into and made a part of this Agreement as Exhibit
C. The Priority of the Contract Documents and Order of Precedence whenever there is
expressly or impliedly conflicting or inconsistent language between documents is as follows: (1)
Professional Services Agreement (2) Connecticut General Life Insurance Company's response to
proposed terns and conditions dated September 21, 2011 attached as Exhibit `B" ; (3)
Administrative Services Agreement attached as Exhibit "A". (4) The Provider's Rate of
Compensation is hereby incorporated into and made a part of this Agreement as Exhibit "E".
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Regardless of what any Contract Document herein may state the Professional Services
Agreement will control over all other Contract Documents.
2. CONTRACT TERM:
The tern of this Agreement shall commence on the January 1, 2012 and shall continue in
effect for a tern of two (2) years, unless earlier terminated as provided in the applicable sections
of this Agreement ; otherwise this Agreement will automatically expire on January 2, 2014..
3. OPTION TO EXTEND:
The parties shall have no option(s) to extend the tern of this Agreement .
4. SCOPE OF SERVICES:
A. Provider agrees to provide the. Services as specifically described, and under the
special terns and conditions set forth in Exhibit "A" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. Provider represents to the City that: (i) it possesses all qualifications, licenses,
registrations, and expertise required for the performance of the Services, including but not
limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of
any sums due the City, including payment of permits, fees, occupational licenses, contract sums
etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform
the Services are and shall be, at all times during the tern hereof, fully licensed, qualified and
trained to perfonn the tasks assigned to each; (iv) the Services will be performed in the manner
described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Provider
has been duly authorized to so execute the same and fully bind Provider as a party to this
Agreement.
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C. Provider shall at all times provide fully qualified, competent and physically
capable employees to perform the Services under this Agreement. City may require Provider to
remove any employee the City deems careless, incompetent, insubordinate, or otherwise
objectionable and whose continued services under this Agreement is not in the best interest of
the City providing this shall not be interpreted to mean the City has supervision or control over
any Provider employee(s).
5. COMPENSATION:
A. The amount of compensation payable by the City to the Provider shall be based
on the rates and schedules described in Exhibit "E" hereto, which by this reference is
incorporated into and made a part of this Agreement. The maximum amount of compensation
payable under this Agreement in an amount not to exceed $1,355,743 per year, inclusive of all
allowable costs and expenses , for a total of $2, 711,486.00 for the term of two (2) years. The
City, absent a previously executed amendment, shall have no liability to pay any sum or cost
beyond this maximum amount of compensation over the tenn of the contract. Approved
reimbursable travel expenses, if any, shall be at the rates set forth in § 112.061, Fla. Stat.
B. Payment shall be made in arrears based upon work perfonned to the satisfaction
of the City within forty-five (45) days after receipt of Provider's invoice for Services performed,
which shall be accompanied by sufficient supporting documentation and contain sufficient detail,
to allow a proper audit of expenditures, should the City require one to be performed. Invoices
shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. -
218.79, Florida Statutes, and other applicable laws. No advance payments shall be made at any
time.
C. Provider agrees and understands that (i) any and all subcontractors providing
Services related to this Agreement shall be paid through Provider and not paid directly by the
City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the
Services related to this Agreement shall be borne solely by Provider.
6. OWNERSHIP OF DOCUMENTS:
Provider understands and agrees that any infonnation, document, report or any other
material whatsoever which is given by the City to Provider, its employees, or any subcontractor,
or which is otherwise obtained or prepared by Provider pursuant to or under the teens of this
Agreement; is and shall at all times remain the property of the City. Provider agrees not to use
any such information, document, report or material for any other purpose whatsoever without the
written consent of the City Manager, which may be withheld or conditioned by the City Manager
in his sole discretion. Provider is permitted to make and to maintain duplicate copies of the files,
records, documents, etc. if Provider deteinrines copies of such records are necessary subsequent
. to the termination of this'Agreement; however, in no way shall the confidentiality as permitted
by applicable law be breached. The City shall maintain and retain ownership of any and all
documents which result upon the completion of the work and Services under this Agreement.
7. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Provider agrees to provide access to the City or to any of its duly authorized
representatives, to any books, documents, papers, and records of Provider which are directly
pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The
City may, at reasonable times, and for a period of up to three (3) years following the date of final
payment by the City to Provider under this Agreement, audit and inspect, or cause to be audited
and inspected, .those books, documents, papers,.- and records .of Provider which are related to
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Provider's performance under this Agreement. Provider agrees to maintain any and all such
books, documents., papers, and records at its principal place of business for a period of three (3)
years after final payment is made under this Agreement and all other pending matters are closed.
Provider's failure to adhere to, or refuse to comply with, this condition shall result in the
immediate cancellation of this Agreement by the City. All audits shall be subject to , and made in
accordance with the provisions of Section 18-102 of the Code of the City of Miami, Florida as
same may be amended or supplemented, from time to time.
B. The City may, at reasonable times during the teini hereof', inspect the Provider's
facilities and perform such tests, as the City deems reasonably necessary, to detennine whether
the goods or services required to be provided by Provider under this Agreement conform to the
terns hereof and/or the terms of the Administrative Services Agreement, if applicable. Provider
shall make available to the City all reasonable facilities and assistance to facilitate the
performance of tests or inspections by City representatives. All tests and inspections shall be
subject to, and made in accordance with, theprovisions of Section 18-100 and 18-101 of the
. Code of the City of Miami, Florida as same may be amended or supplemented, from time to
time.
8. AWARD OF AGREEMENT:
Provider represents and warrants to the City that it has not employed or retained any
person or company employed by the City to solicit or secure this Agreement and that it has not
offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee,
or gift of any kind contingent upon or in connection with, the award of this Agreement.
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9. PUBLIC RECORDS:
A. Provider understands that the public shall have access, at all reasonable times, to
all documents and information pertaining to City Agreements, subject to the provisions of
Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all
documents subject to disclosure under applicable laws. Provider's failure or refusal to comply
with the provisions of this section shall result in the immediate cancellation of this Agreement by
the City.
B. Should Provider determine to dispute any public access provision required by
Florida Statutes, then Provider shall do so at its own expense and at no cost to the City.
10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
Provider understands that agreements with local governments are subject to certain laws
and regulations, including laws pertaining to public records, conflict of interest, record keeping,
etc. City and Provider agree to comply with and observe all such applicable federal, state and
local laws, rules, regulations, codes and ordinances, as they may be amended from time to time.
Provider further agrees to include in all of Provider's agreements with subcontractors for
any Services related to this Agreement this provision requiring subcontractors to comply with
and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances,
as they may be amended from time to time.
11. INDEMNIFICATION:
Provider shall indemnify, defend and hold harmless the City and its officials, employees,
. and its designated third -party administrator for claims (collectively referred to as "Indemnitees")
and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses
(including attorneys fees) or liabilities (collectively referred to as "Liabilities") by reason of any
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injury to or death of any person or damage to or destruction or loss of any property arising out of,
resulting from, or in connection with (i) the negligent performance or non-performance of the
Services contemplated by this Agreement (whether active or passive) of Provider or its
employees or subcontractors (collectively referred to as "Provider") which is directly caused, in
whole or in part, by any act, omission, default or negligence (whether active or passive or in
strict liability) of the Indemnities, or any of them, or (ii) the failure of the Provider to comply
materially with any of the requirements herein, or the failure of the Provider to conform to
statutes, ordinances, or other regulations or requirements of any governmental authority, local,
federal or state, in connection with the performance of this Agreement. Provider expressly
agrees to indemnify, defend and hold harmless the Indemnitees, or any of them, from and against
all liabilities which may be asserted by an employee or former employee of Provider, or any of
its subcontractors, as provided above, for which the Provider's liability to such employee or
former employee would otherwise be limited to payments under state Workers' Compensation or
similar laws. Provider further agrees to indemnify, defend and hold harmless the Indemnitees
form and against (i) any and all Liabilities imposed on account of the violation of any law,
ordinance, order, rule, regulation, condition, or requirement, related directly to Provider's
negligent performance under this Agreement, compliance with which is left by this Agreement to
Provider, and (ii) any and all claims, and/or suits for labor and materials furnished by Provider or
utilized in the performance of this Agreement or otherwise, and (iii) to defend the City, its
officials and/or employees against, any civil actions, statutory or similar claims, injuries or
damages arising or resulting from these professional services , even if it is alleged that the City,
its officials and/or employees were negligent, unless such injuries or damages are ultimately
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proven to be the result of grossly negligent or willful acts or omissions on the part of the City, its
officials and/or employees.
In the event that any third party asserts claims against the Provider and/or the
Indemnitees for which Provider is defending the Indemnitees relating to the Services, Provider
shall have the right to select its legal counsel for such defense, subject to the approval of the City
Attorney, which approval shall not be unreasonably withheld.
This section shall be interpreted to comply with § 725.06 and/or § 725.08, Florida
Statutes. In the event either statute is held to apply to this Indemnification by a court of
competent jurisdiction. Provider's obligations to indemnify, defend and hold harmless the
Indemnitees shall survive the termination and expiration of this Agreement.
Provider understands and agrees that any and all liabilities regarding the use of any
subcontractor for Services related to this Agreement shall be borne solely by Provider throughout
the duration of this Agreement and that this provision shall survive the termination of this
Agreement.
12. DEFAULT:
If Provider fails to comply materially with any term or condition of this Agreement, or
fails to perform in any material way any of its obligations hereunder, and fails to cure such
failure after reasonable notice from the City, then Provider shall be in default. Provider
understands and agrees that termination of this Agreement under this section shall not release
Provider from any obligation accruing prior to the effective date of termination. Should provider
be unable or unwilling to commence to perform the Services within the time provided or
contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all
expenses incurred by the City in preparation and negotiation of this Agreement, as well as all
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costs and expenses incurred by the City in the re -procurement of the Services, including
consequential and incidental damages.
13. RESOLUTION OF AGREEMENT DISPUTES:
Provider understands and agrees that all disputes between Provider and the City based
upon an alleged violation of the terms of this Agreement by the City shall be submitted to the
City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in
connection therewith. In the event that the amount of compensation hereunder exceeds Twenty -
Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved
or disapproved by the City Coirunission. Provider shall not be entitled to seek judicial relief
unless: (i) it has first received City Manager's written decision, approved by the City
Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars
and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the
City Manager a detailed statement of the dispute, accompanied by all supporting documentation
ninety (90) days if City Manager's decision is subject to City Commission approval); or (iii) City
has waived compliance with the procedure set forth in this section by written instruments, signed
by the City Manager.
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14. TER\'IINATION;OBLIGATIONS UPON TERMINATION:
A. The City, acting by and through its City Manager, shall have the right to terminate
this Agreement, for convenience and without cause, in its sole discretion, at any time, by giving
written notice to Provider at least sixty (60) calendar days prior to the effective date of such
termination. In such event, the City shall pay to Provider compensation for Services rendered
and approved expenses incurred prior to the effective date of termination. In no event shall the
City be liable to Provider for any additional compensation and expenses incurred, other than that
provided herein, and in no event shall the City be liable for any consequential or incidental
damages. Provider shall have no recourse against the City for a termination forconvenience
except to receive final payment(s) as provided in this Section, and the City will be entitled to
claim any appropriate credits or setoffs, if applicable.
B. The City Manager shall have the right to terminate this Agreement, without notice
or liability to Provider, upon the occurrence of an event of a material default hereunder. A
material default hereunder shall mean, and include, without limitation the Provider's failure to
comply with any terns and conditions of this Agreement or to comply with applicable laws,
rules, regulations and codes that govern the Provider's services under this Agreement or if the
Provider is debarred and is included in the convicted vendors list pursuant to the provisions of §
287.133, Florida Statutes. In such event, the City shall not be obligated to pay any amounts to
Provider for Services rendered by Provider after the date of termination, but the parties shall
remain responsible for any payments that have become due and owing as of the effective date of
termination. In no event shall the City be liable to Provider for any additional compensation and
expenses incurred, other than that provided herein, and in no event shall the City be liable for
any consequential or incidental damages.
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C. This Agreement may be tei.iuinated, in whole or in part, at any time by mutual
written consent of the parties hereto, In such event, the City shall not be obligated to pay any
amounts to Provider for Services rendered by Provider after the date of termination, but the
parties shall remain responsible for any payments that have become due and owing as of the
effective date of termination. In no event shall the City be liable to Provider for any additional
compensation and expenses incurred, other than that provided herein, and in no event shall the
City be liable for any consequential or incidental damages.
D. This Agreement may be terminated, in whole or in part, by either party if there
has been a material default or breach on the part of the other party in any of its representations,
warranties, covenants, or obligations contained in this Agreement and such default or breach is
not cured within ninety (90) days following written notice from the non -breaching party. In such
event, the City shall not be obligated to pay any amounts to Provider for Services rendered by
Provider after the date of termination, but the parties shall remain responsible for any payments
that have become due and owing as of the effective date of termination. In no event shall the City
be liable to Provider for any additional compensation and expenses incurred, other than that
provided herein, and in no event shall the City be liable for any consequential or incidental
damages. The parties shall have no recourse against the one another for a termination by mutual
consent except to receive final payinent(s), credits or setoffs , as applicable ,.
15. INSURANCE:
A. Provider shall, at all tunes during the term hereof, maintain such insurance
coverage(s) as may be required by the City. The insurance coverage(s) required as of the
Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by
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this reference. The Provider shall add the City of Miami as an additional named insured to its
commercial general liability and auto policies and as a named certificate holder on all policies.
Provider shall correct any insurance certificates as requested by the City's Risk Management
Administrator. All such insurance, including renewals, shall be subject to the approval of the
City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the
City Risk Management Administrator on Certificates of Insurance indicating such insurance to
be in force and effect and providing that it will not be canceled, modified, or changed during the
performance of the Services under this Agreement without thirty (30) calendar days prior written
notice to the City Risk Management Administrator. Completed Certificates of Insurance shall be
filed with the City prior to the performance of Services hereunder, provided, however, that
Provider shall at any time upon request file duplicate copies of the policies of such insurance
with the City.
B. If, in the reasonable judgment of the City, prevailing conditions in the insurance
marketplace warrant the provision by Provider of additional One Million Dollars ($1,000,000)
of professional liability insurance coverage, the City reserves the right to require the provision by
Provider of up to such additional amount of professional liability coverage, and shall afford
written notice of such change in requirements thirty (30) days prior to the date on which the
requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of
additional coverage within thirty (30) days following the City's written notice, this Agreement
shall be considered terminated on the date the required change in policy coverage would
otherwise take effect.
C. Provider understands and agrees that any and all liabilities regarding the use of
any of .Pro.vider's .employees or any of Provider's subcontractors for Services related to this
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Agreement shall be borne solely by Provider throughout the tern of this Agreement and that this
provision shall survive the termination of this Agreement. Provider further understands and
agrees that insurance for each employee of Provider and each subcontractor providing Services
related to this Agreement shall be maintained in good standing and approved by the City Risk
Management Administrator throughout the duration of this Agreement.
D. Provider shall be responsible for assuring that the insurance certificates required
under this Agreement remain in full force and effect for the duration of this Agreement,
including any extensions hereof. If insurance certificates are scheduled to expire during the term
of this Agreement and any extension hereof, Provider shall be responsible for submitting new or
renewed insurance certificates to the City's Risk Management Administrator at a minimum of
ten (10) calendar days in advance of such expiration. In the event that expired certificates are not
replaced, with new or renewed certificates which cover the term of this Agreement and any
extension thereof:
(i) the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable fore by the City's Risk Management
Administrator; or
(ii) . the City may, at its sole discretion, terminate the Agreement for cause and seek
re -procurement damages from Provider in conjunction with the violation of the terns and
conditions of this Agreement.
E. Compliance with the foregoing requirements shall not relieve Provider of its
liabilities and obligations under this Agreement.
16. NONDISCRIMINATION:
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Provider represents to the City that Provider does not and will not engage in
discriminatory practices and that there shall be no discrimination in connection with Provider's
performance under this Agreement on account of race, color, sex, religion, age, handicap, marital
status or national origin. Provider further covenants that no otherwise qualified individual shall,
solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national
origin, be excluded from participation in, be denied services, or be subject to discrimination
under any provision of this Agreement.
17. ASSIGNMENT:
These Professional Services famished by the Provider are considered unique in nature
and of a specialized nature. The City chose the Provider due to its unique qualifications,
experience and expertise. This Agreement shall not be assigned, sold, pledged, granted or
otherwise transferred by Provider, in whole or in part, and Provider shall not assign any part of
its operations pertaining to these professional services , without the prior written consent of the
City Manager , which may be withheld or conditioned, in the City's sole discretion acting by and
through the City Manager. Provider may not change or replace sub -contractors performing work
under the Administrative Services Agreement identified in Exhibit "A" without the prior written
consent from the City Manager.
18. NOTICES:
All notices or other communications required under this Agreement shall be in writing
and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt
requested, addressed to the other party at the address indicated herein or to such other address as
a party may designate by notice given as herein provided. Notice shall be deemed given on the
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day on which personally delivered; or, if by mail, on the fifth day after being posted or the date
of actual receipt, whichever is earlier.
TO PROVIDER: TO THE CITY:
Yesenia Sanchez
CGLIC
1751 Sawgrass Corporate Parkway
Sunrise, FL 33323
With a copy to :
Calvin Ellis
Director of Risk Management
444 SW 2°d Avenue, 9th Floor
Miami, FL 33130-1910
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Johnny Martinez
City Manager
444 SW 2❑d Avenue, 10`h Floor
Miami, Florida 33130-1910
17. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County,
Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether
asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient
venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts
and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any
rights to a jury trial.
B. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver
of .any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then the same shall be deemed severable, and in
either event, the remaining terns and provisions of this Agreement shall remain unmodified and
in full force and effect or limitation of its use.
E. Provider shall comply with all applicable laws, rules and regulations in the
performance of this Agreement, including but not limited to licensure, and certifications required
by law for professional service providers.
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F. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and executed by
properly authorized representatives of the parties hereto. Except as otherwise set forth in Section
2 above, the City Manager shall have the sole authority to extend, to amend or to modify this
Agreement on behalf of the City.
18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
19. INDEPENDENT CONTRACTORS: Provider has been procured and is being
engaged to provide Services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, neither Provider, nor its employees, nor any subcontractor
hired by Provider to provide any Services under this Agreement shall attain, nor be entitled to,
any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights
generally afforded classified or unclassified employees. Provider further understands that
Florida Workers' Compensation benefits available to employees of the City are not available to
Provider, its employees, or any subcontractor hired by Provider to provide any Services
hereunder, and Provider agrees to provide or to require subcontractor(s) to provide, as applicable,
workers' compensation insurance for any employee or agent of Provider rendering Services to
the City under this Agreement. Provider further understands and agrees that Provider's or
subcontractors' use or entry upon City properties shall not in any way change its or their status as
an independent contractor.
20. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the
availability of funds and continued authorization for program activities and the Agreement is
subject to amendment or .tennination.due to lack of funds, reduction of funds and/or change in
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applicable laws, regulations, codes, rules or program requirements upon thirty (30) days written
notice from the City Manager to the Provider .
21. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act
of governmental body or military authority, fire, explosion, power failure, flood, storm,
hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or
terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is
delayed in the performance of any act or obligation pursuant to or required by the Agreement
by reason of a Force Majeure Event, the time for required completion of such act or obligation
shall be extended by the number of days equal to the total number of days, if any, that such
party is actually delayed by such Force Majeure Event. The party seeking delay in
performance shall give notice to the other party specifying the anticipated duration of the
delay, and if such delay shall extend beyond the duration specified in such notice, additional
notice shall be repeated no less than monthly so long as such delay due to a Force Majeure
Event continues. Any party seeking delay in performance due to a Force Majeure Event shall
use its best efforts to rectify any condition causing such delay and shall cooperate with the
other party to overcome any delay that has resulted.
22. CITY NOT LIABLE FOR DELAYS: Provider hereby understands and agrees
that in no event shall the City be liable for, or responsible to Provider or any subcontractor, or
to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work
herein provided for, or any damages whatsoever related thereto, because of any injunction or
other legal or equitable proceedings or on account of any delay(s) for any cause over which
the City has no control.
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23. USE OF NAME: Provider understands and agrees that the City is not engaged in
research for advertising, sales promotion, or other publicity purposes. Provider is allowed, within
the limited scope of normal and customary marketing and promotion of its work, to use the
general results of this project and the name of the City. The Provider agrees to protect any
confidential information provided by the City and will not release information of a specific
nature without prior written consent of the City Manager or the City Commission.
24. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-
611, as amended ("City Code"), regarding conflicts of interest, Provider hereby certifies to City
that individual member of Provider, no employee, and no subcontractor under this Agreement
nor any immediate family member of any of the same is also . a member of any board,
commission, or agency of the City. Provider hereby represents and warrants to the City that
throughout the tern of this Agreement, Provider, its employees and its subcontractors will abide
by this prohibition of the City Code.
25. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the
City (and their successors and assigns) shall have any rights whatsoever under this Agreement.
26. SURVIVAL: All obligations (including but not limited to indemnity and
obligations to defend and hold harmless) and rights of any party arising during or attributable to
the period prior to expiration or earlier termination of this Agreement shall survive such
expiration or earlier termination.
27. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND
WARRANTY: Provider hereby certifies, represents and warrants to City that on the date of
Provider's execution of this Agreement and so long as this Agreement shall remain in full force
and effect, the. wage. rates. and other factual unit costs. supporting the compensation to Provider
21
under this Agreement are and will continue to be accurate, complete, and current. Provider
understands, agrees and acknowledges that the City shall adjust the amount of the compensation
and any additions thereto to exclude any significant sums by which the City determines the
contract price of compensation hereunder was increased due to inaccurate, incomplete, or non-
current wage rates and other factual unit costs. All such contract adjustments shall be made
within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated
pursuant to the provisions hereof.
28. COUNTERPARTS: This Agreement may be executed in three or more
counterparts, each of which shall constitute an original but all of which, when taken together,
shall constitute one and the same agreement.
29. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and
only agreement of the parties relating to the subject matter hereof and correctly set forth the
rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises;
negotiations, or representations not expressly set forth in this Agreement are of no force or
effect.
22
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by
their respective officials thereunto duly authorized, this the day and year above written.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Johnny Martinez, City Manager
"Provider"
ATTEST: Connecticut General Life Insurance Company
By:
Print Name: Print Name:
Title: Title:
(Corporate Seal)
(Authorized Corporate Officer)
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
Julie O. Bru
City Attorney
Calvin Ellis
Risk Management Director
23
CORPORATE RESOLUTION
WHEREAS, Connecticut General Life Insurance Company, a [insert state of
incorporation] corporation, authorized to do business in Florida, desires to .enter into an
agreement with the City of Miami for the purpose of performing the work described in the
contract to which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has considered the
matter in accordance with the bylaws of the corporation;
WHEREAS the Board approves that [insert names and titles of
signatories] are authorized by the corporation to enter into a
Professional Services Agreement with the City of Miami
24
EXHIBIT A
ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Only Agreement
By and Between
City of Miami
"Employer"
And
Connecticut General Life Insurance Company
"Connecticut General"
Effective Date: January 1, 2012
25
THIS AGREEMENT AND ITS TERMS ARE PROPRIETARY AND CANNOT BE
DISCLOSED WITHOUT THE PERMISSION OF EACH OF THE PARTIES, EXCEPT AS
REQUIRED BY FLORIDA LAW
26
Table of Contents
THE TABLE OF CONTENTS HAS BEEN IINTENTIONALLY
REMOVED FROM THIS DRAFT
1
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
ADDITIONALrSER'CIICES_.,�� � �
Service
Description
Charge
$0.15/employee/month
Included in Medical
Administration Charge
HIPAA Certificates
2. Individual HIPAA certificates for Members who leave active coverage.
Pharmacy Clinical
Programs
• CIGNA TheraCare® Program — a targeted condition drug therapy management program that
targets individuals using specialty medications for certain chronic conditions and helps them
better understand their condition, medication side effects and importance of adherence.
Included at No
Additional Cost
Your Health First-300
A proactive health education and improvement program for those with a chronic condition. The
program involves services that span across the Member's health needs. Behavioral coaching
principles and evidence based medicine guidelines are utilized to optimize self -management
skills and foster sustained health improvements.
Members are identified as having a chronic condition through a variety of sources including but
not limited to: claim data, referrals, and self -identification. A variety of resources are provided
to those with a chronic condition, based on severity and readiness to change. The program
targets 90% of the chronic population for telephonic support. Identified Members work with a
dedicated health advocate on improving their health.
The program includes the following components:
• Chronic Condition Specific Coaching
• Pre and post discharge calls when Connecticut General is the medical carrier
• Lifestyle management coaching: stress, weight management and tobacco cessation
• Treatment decision support and coaching
In order to continuously assess the effectiveness of our programs, some Members may be placed
in a comparison group which receives alternative services, or even no services for a specified
period. This will not affect the total number of Members targeted for outreach or any of the
financial or clinical goals of the program.
Included in Medical
Access Fee
10/17/2011
28
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
DEFINITIONS
a) The words "Contract" or Contract Documents" or "Agreement" to mean collectively these teiuis
and conditions, as amended, the Contractor's Proposal, and all other attachments hereto and all
amendments issued hereto.
The words " Plan Documents" to mean those documents deemed as being incorporated by
reference herein as though set forth in full, prepared by the City and subject to agreement of
Connecticut General, which agreement will not be unreasonably withheld or delayed.
29
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
THIS AGREEMENT, effective January 1, 2012 (the "Effective Date") is by and between City of Miami
("Employer") and Connecticut General Life Insurance Company ("Connecticut General").
RECITALS:
WHEREAS, Employer, as Plan sponsor, has adopted the benefit described in Exhibit A, as may be amended,
("Plan") for certain of its employees/members and their eligible dependents (collectively "Members"); and
WHEREAS, Employer has requested Connecticut General to furnish certain administration services in
connection with the Plan 3202272.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby
agreed as follows:
Definitions
Agreement — this entire document including the Schedule of Financial Charges and all Exhibits.
Bank Account — a benefit plan account with a bank designated by Connecticut General; established and
maintained by Employer in its or a nominee's name.
ERISA — the Employee Retirement Income Security Act of 1974, as amended and related regulations.
Extra -Contractual Benefits — Payments which Employer has instructed Connecticut General to make for health
care services and/or products that Connecticut General has determined are not covered under the Plan.
Member — a person eligible for and enrolled in the Plan as an employee or dependent.
Participant/Participating Members — Member(s) who is (are) participating in a specific program and/or product
available to Members under the Plan.
I . Participating Providers — providers of health care services and/or products, who/which contract directly
or indirectly with Connecticut General to provide services and/or products to Members.
Plan Benefits — Amounts payable for covered health care services and products under the terms of the Plan.
Party/Parties — refers to Employer and Connecticut General, each a "Party" and collectively, the "Parties".
Plan Year — the twelve (12) month period, beginning on the Effective Date and, thereafter, each subsequent
twelve (12) month period.
Run -Out Claims — claims for Plan Benefits relating to health care services and products that are incurred prior to
termination of this Agreement; termination of a Plan benefit option or eligible Members, as applicable.
30
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
Section 1. Term and Termination of Agreement
This Agreement is effective on the Effective Date and shall remain in effect until the earliest of the following
dates:
i. The date which is at least sixty (60) days from the date that either Party provides written notice to the other
Party of termination of the Agreement;
ii. The effective date of any applicable law or governmental action which prohibits performance of the activities
required by this Agreement;
iii. The date upon which Employer fails to fund the Bank Account as required by this Agreement or fails to pay
Connecticut General any charges identified in this Agreement when due provided Connecticut General
notifies Employer of its election to terminate;
iv. Any other date mutually agreed upon by the Parties.
v. Notwithstanding the foregoing, all provisions in this Agreement reasonably related to Connecticut General's
administration of the Plan's Pharmacy Benefit (as such term is defined in the Schedule of Financial Charges)
(the "Pharmacy Benefit Provisions"), shall continue in effect for no less than thirty-six (36) months
commencing on the Effective Date, except that, if any of the following dates occurs, the Pharmacy Benefit
Provisions will cease being in effect as of such date:
a. The effective date of any applicable law or governmental action which prohibits performance of the
activities in connection with the Pharmacy Benefit required by this Agreement;
The date upon which Employer fails to fund the Bank Account as required by this Agreement for claims
under the Pharmacy Benefit or fails to pay Connecticut General any charges in connection with the
Pharmacy Benefit identified in this Agreement when due, provided Connecticut General notifies Employer
of its election to terminate the Pharmacy Benefit Provisions; or
c. The date that is sixty (60) days after notice by one Party ("non -defaulting party") of the material breach by
the other Party (the "defaulting party") of a material obligation of the defaulting party related to the
Pharmacy Benefit (other than failure to fund the Bank Account or failure to pay any charges when due
pursuant to Section 1.v.b above) that is not cured to the reasonable satisfaction of the non -defaulting party
within a reasonable time following the initial notice of breach.
During such thirty-six (36)-month period (or shorter period, as applicable under (a), (b) or (c) above), Connecticut
General will continue to be the exclusive provider of Pharmacy Benefit administration services for the Plan's
Pharmacy Benefit.
b.
Section 2. Claim Administration and Additional Services
a. While this Agreement is in effect, Connecticut General shall, consistent with, the claim administration
policies and procedures then applicable to its own health care insurance business (i) receive and review claims
for Plan Benefits; (ii) determine the Plan Benefits, if any, payable for such claims; (iii) disburse payments of
Plan Benefits to claimants; and (iv) provide in the manner and within the time limits required by applicable
law, notification to claimants of (a) the coverage determination or (b) any anticipated delay in making a
coverage determination beyond the time required by applicable law.
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
b. Following (i) termination of this Agreement, except pursuant to Section 1 (iii); (ii) termination of Plan
benefit option or (iii) termination of eligible Members, if the required fees have been paid in full, Connecticut
General shall process Run -Out Claims for the applicable Run -Out Period (See Schedule of Financial Charges
for applicable fees and Run -Out Period). At the termination of any applicable Run -Out Period, Connecticut
General shall cease processing Run -Out Claims and, subject to the requirements of Section 6.b, make all
relevant records in its possession relating to such claims reasonably available to Employer or Employer's
designee._ Connecticut General is not required to provide proprietary information to Employer or any other
party.
c. Employer hereby delegates to Connecticut General the authority, responsibility and discretion to (i)
determine eligibility and enrollment for coverage under the Plan according to the information provided by the
Employer, (ii) make factual determinations and to interpret the provisions of the Plan to make coverage
determinations on claims for Plan Benefits, (iii) conduct a full and fair review of each claim which has been
denied as required by ERISA, (iv) decide level one mandatory appeals of "Urgent Care.Claims" (as that term
is defined in ERISA), and (v) conduct both mandatory levels of appeal determinations for all "Concurrent",
"Pre -service" and "Post -service" claims (as those terms are defined under ERISA) and notify the Member or
the Member's authorized representative of its decision. Employer will ensure that all summary plan
description materials provided to Members reflect this delegation.
d. In addition to the basic claim administrative duties described above, Connecticut General shall also perform
the Plan -related administrative duties agreed upon by the Parties and specified in Exhibit B.
Section 3. Funding and Payment of Claims
a. Employer shall establish a Bank Account, and maintain in the Bank Account an amount sufficient at all times
to fund checks written on it for (i) Plan Benefits; (ii) those charges and fees identified in the Schedule of
Financial Charges as payable through the Bank Account (collectively "Bank Account Payments"); and (iii)
any sales or use taxes, or any similar benefit- or Plan -related charge or assessment however denominated,
which may be imposed by any governmental authority. Bank Account Payments may include without
limitation: (i) capitated (i.e. fixed per Member) payments to Participating Providers; (ii) amounts owed to
Connecticut General; and (iii) amounts paid to Connecticut General's affiliates and/or subcontractors for,
among other things, network access or in- and out -of network health care services/products provided to
Members. Connecticut General may credit the Bank Account with payments due Employer under its or an
affiliate's stop loss policy.
b. Connecticut General, as agent for the Employer, shall make Bank Account Payments from the Bank Account
in the amount Connecticut General reasonably determines to be proper under the Plan documents and as
supplemented by this Agreement.
c. In the event that sufficient funds are not available in the Bank Account to pay all Bank Account Payments
when they become due, Connecticut General shall cease to process claims for Plan Benefits including Run
Out Claims.
d. Connecticut General will promptly adjust any underpayment of Plan Benefits by drawing additional funds due
the claimant from the Bank Account. In the event Connecticut General overpays a claim for Plan Benefits or
pays Plan Benefits to the wrong party, it shall take all reasonable steps to recover the overpayment; in the
same manner as Connecticut General would use to recover a like amount or a like overpayment under a
benefit plan underwritten by Connecticut General. However, Connecticut General shall not be required to
initiate court, mediation, arbitration or other administrative proceedings to recover any overpayment.
Connecticut, General shall not be responsible for reimbursing any unrecovered payments of Plan Benefits
unless made as a result of its gross negligence or intentional wrongdoing.
32
Customer Name: City of Miami
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e. Following termination of this Agreement, Employer shall remain liable for payment of all due Bank Account
Payments and for all reimbursements due Members under the.Plan. Employer shall promptly reimburse
Connecticut General for any Bank Account Payments paid by Connecticut General with its own funds and no
such payment by Connecticut General shall be construed as an assumption of any of Employer's liability.
This provision shall survive termination of this Agreement.
Section 4. Charges
Charges. Connecticut General shall provide to Employer a monthly statement of all charges Employer is
obligated to pay under this Agreement that are not paid as Bank Account Payments. Payment of all billed
charges shall be due on the first day of the month, as indicated on the monthly statement. Payments received
after the Last day of the month in which they are due, shall be subject to late payment charges, from the due
date at a rate calculated as follows: the one (1) year Treasury constant maturities rate for the first week ending
in January plus five percent (5%). For purposes of calculating late payment charges, payments received will
be applied first to the oldest outstanding amount due. Connecticut General may reasonably revise the
methodology for calculating late payment charges upon thirty (30) days' advance written notice to Employer.
Late Payment Charges will not accrue relative to Charges that are disputed by the Employer in good faith
during the time period during which Connecticut General and the Employer work to negotiate in good faith
the validity of the disputed Charges. The Employer must notify Connecticut General in writing of its intent to
dispute any Charge prior to the Due Date, otherwise, late payment charges will apply.
Member Changes — Additions and Terminations. If a Member's effective date is on or before the fifteenth (15th)
day of the month, full charges applicable to that Member shall be due for that Member for that month. If
coverage does not start or ceases on or before the fifteenth (15th) day of the month for a Member, no charges
shall be due for that Member for that month.
Retroactive Member Changes and Terminations. Employer shall remain responsible for all charges and Bank
Account Payments incurred or charged through the date Connecticut General processed Employer's notice of
a retroactive change or termination of Membership. However, if the change or termination would result in a
reduction in charges, Connecticut General shall credit to Employer the reduction in charges charged for the
shorter of (a) the sixty (60) day period preceding the date Connecticut General processes the notice, or (b) the
period from the date of the change or termination to the date Connecticut General processes the notice.
This provision shall survive termination of this Agreement.
Section 5. Enrollment and Determination of Eligibility
1. Eligibility Determinations and Information. Employer is responsible for administering Plan enrollment. In
determining any person's right to benefits under the Plan, Connecticut General shall rely upon enrollment and
eligibility information provided by the Employer. Such information shall identify the effective date of
eligibility and the termination date of eligibility and shall be provided promptly to Connecticut General in a
form and with such other information as reasonably may be required by Connecticut General for the proper
administration of the Plan.
b. Release of Liability. Notwithstanding any inconsistent provision of this Agreement to the contrary, if
Employer, fails to provide Connecticut General with accurate enrollment and eligibility information, benefit
design requirements, or other agreed -upon information in Connecticut General's standard timeframe and
format, Connecticut General shall have no liability under this Agreement for any act or omission by
Connecticut General, or its employees, affiliates; subcontractors, agents or representatives, directly or
indirectly caused by such failure .
33
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
c . Reconciliation of Eligibility and Information and Default Terminations. Connecticut General will
periodically share potential discrepancies in eligibility information with Employer. Employer will review and
reconcile any discrepancies within thirty (30) days of receipt. If Employer fails to timely do so,
Connecticut General may terminate coverage for any Member not listed as eligible in Employer's
submitted eligibility information.
Section 6. Claim Audits and Confidentiality
a. As supplemented by Exhibit C, Claim Audit Agreement- Sample, the Employer may, in accordance with the
following requirements and at no additional charge while this Agreement is in effect, audit Connecticut
General's payment of Plan Benefits:
i. Employer shall provide Connecticut General forty-five (45) days advance written request for audit from
the latter of (i) receipt by Connecticut General of the audit scope letter or (ii) the fully executed Claim
Audit Agreement attached hereto as Exhibit C. Employer will designate with Connecticut General's
consent, such consent not to be unreasonably withheld, an independent, third party auditor to conduct the
audit (the "Auditor). In addition, Employer and Connecticut General will agree upon the date for the
audit during regular business hours at Connecticut General's office(s). Employer shall be responsible for
its Auditor's costs. Except as otherwise agreed to by the parties in writing prior to the commencement of
the audit, the audit shall be conducted in accordance with the terms of Connecticut General's Claim Audit
Agreement attached hereto as Exhibit C, which is hereby agreed to by Employer and which shall be signed
by the Auditor prior to the start of the audit.
ii. If Employer has five thousand (5,000) or more employees who are Members, Employer may conduct one
such audit every Plan Year (but not within six (6) months of a prior audit); otherwise, Employer may
conduct one such audit every two (2) Plan Years (but not within eighteen (18) months of a prior audit).
iii. Auditor will review payment documents relating to a random, statistically valid sample of two -hundred
twenty-five (225) claims paid during the two prior Plan years and not previously audited (the "Audit")
subject to any contrary tens in Participating Provider agreements. With respect to the Audit, the scope
may include types of claims prone to overpayments provided the types of claims prone to underpayments
are equally included and will exclude electronic analysis. Any claim adjustments will be based upon the
actual claims reviewed and not upon statistical projections or extrapolations.
b. Confidentiality
i. Subject to the requirements of applicable law, the terms of this Agreement and the Privacy Addendum in
Exhibit D, a signed Business Associate agreement between Employer and designee, and a signed
Confidentiality Agreement by applicable designee, Connecticut General shall release copies of confidential
claims and Plan Benefit payment information in Connecticut General's claims system ("Confidential
Information") and may release copies of proprietary information relating to the Plan in Connecticut
General's claims system ("Proprietary Information") to the Employer and/or its designees. Employer
agrees that Employer and its designees will keep Confidential Information and Proprietary Information
confidential and will use Confidential Information and Proprietary Information solely for the purpose of
administering the Plan or as otherwise required by law. Employer is solely responsible for the
consequences of any use, misuse, or disclosure of Confidential Information provided by Connecticut
General pursuant to this paragraph b.
ii Connecticut General will maintain the confidentiality of all Protected Health Information in its possession
..in accordance with the. Privacy. Addendum in Exhibit D and any applicable state privacy laws.
34
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
c. Upon termination of this Agreement and subject to the provisions of Section 6.b above,
Connecticut General shall make information available to the extent administratively feasible if the Parties
agree upon the charge to be paid by Employer.
The obligations set forth in this section, shall survive termination of the Agreement.
Section 7. Plan Benefit Liability
a . Employer Liability for Plan Benefits. Employer is responsible for all Plan Benefits including any Plan
Benefits paid as a result of any legal action. Employer is responsible for reimbursing Connecticut General, its
directors, officers and employees for any reasonable expense incurred (including reasonable attorneys' fees)
by them in the defense of any action or proceeding involving a claim for Plan Benefits. Connecticut General
shall reasonably cooperate with Employer in its defense of such actions.
If Connecticut General pays a claim for Extra -Contractual Benefits, Employer is responsible for funding the
payment and such payments shall not be considered in determining reimbursements or payments under stop
loss insurance or in determining any risk -sharing or performance guarantee reimbursements. Employer shall
reimburse Connecticut General for any liability or expenses (including reasonable attorneys' fees) it may
incur in connection with making such payments.
b. Employer Liability for Plan Related Expenses. Employer shall reimburse Connecticut General for any
amounts Connecticut General may be required to pay (i) as state premium tax or any similar Plan -related tax,
charge, surcharge or assessment, or (ii) under any unclaimed or abandoned property, or escheat law, with
respect to Plan Benefits and any penalties and/or interest thereon.
c. In performing its obligations under this Agreement, Connecticut General shall use reasonable diligence and
that degree of skill and judgment possessed by one experienced in furnishing claim administration services to
plans of similar size and characteristics as the Plan. Connecticut General shall not be liable to the Employer
for mistakes of judgment or other actions taken in good faith (including benefits erroneously overpaid) but
shall be liable to and indemnify the Employer for any extracontractual loss, cost or expense (including
reasonable attorneys' fees and court costs) for which Employer may become liable in consequence of any acts
or omissions of Connecticut General which, in the aggregate, constitute a failure on the part of
Connecticut General to perform its claim administration obligations under this Agreement in
accordance with the standard set forth above
These reimbursement obligations shall survive termination of this Agreement.
Section 8. Modification of Plan and Administrative Duties and Charles
a. Connecticut General shall have the right to revise the charges identified in this Agreement (i) on each
anniversary of this Agreement, (ii) at any time by giving Employer at least sixty (60) days' prior written
notice, but not more frequently than once in a six (6) month period, (iii) upon any modification or amendment
of the benefits under the Plan, (iv) upon any variation of fifteen percent (15%) or more in the number of
Members, used by Connecticut General to calculate its charges under the Agreement, and/or (v) upon any
change in law or regulation that materially impacts Connecticut General's liabilities and/or responsibilities
under this Agreement.
b. Employer shall provide Connecticut General written notice of any modification or amendment to the Plan
sufficiently in advance of any such change as to allow Connecticut General to implement the modification or
amendment. Employer and Connecticut General shall agree upon the manner and timing of the
implementation subject to Connecticut General's system and operational capabilities.
35
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
Section 9. Modification of Agreement
This Agreement constitutes the entire contract between the Parties regarding the subject matter herein. Except, as
otherwise provided herein, the provisions of this Agreement shall control in the event of a conflict with the terms
of any other agreements. No modification or amendment hereto shall be valid unless in writing and signed by an
authorized person of each of the Parties, except that modification of charges effectuated pursuant to the provisions
of Section 8 above may be made by written notice to Employer by Connecticut General. If Employer pays such
revised charges or fails to object to such revision in writing within thirty (30) days of receipt, the Agreement shall
be deemed modified to reflect the charges as communicated by Connecticut General.
Section 10. Laws Governing Contract
The City is not subject to ERISA, therefore, this Agreement is not govemed by ERISA, but shall be
governed by, and shall be construed in accordance with the laws of the State of Florida. Venue in any
proceedings or actions between the parties arising or accruing by virtue of this Agreement or its
attachments shall be in Miami -Dade County, Florida. Each party shall bear its own respective attorney's
fees. All references to ERISA definitions and processes are definitional only and are not intended to
subject the City to ERISA. The Parties shall perform their obligations under this Agreement in
conformance with all applicable laws and regulatory requirements.
Section 11. Information in Connecticut General's Processing Systems
Connecticut General may retain and use all Plan -related claim and Plan Benefit payment information recorded for
or otherwise integrated into Connecticut General's business records including claim processing systems during
the ordinary course of business (provided, however, that claim or payment information will be available to
Employer pursuant to Section 6). Connecticut General will retain claim and payment information as required by
applicable law.
Section 12. Resolution of Disputes
II . Any dispute between the Parties arising from or relating to the performance or interpretation of this
Agreement ("Controversy") shall be resolved exclusively pursuant to the following mandatory dispute resolution
procedures:
a. Any Controversy shall first be referred to an executive level employee of each Party who shall meet and
confer with his/her counterpart to attempt to resolve the dispute ("Executive Review") as follows: The
disputing Party shall give the other Party written notice of the Controversy and request Executive Review.
Within twenty (20) days of such written request, the receiving Party shall respond to the other in writing. The
notice and the response shall each include a summary of and support for the Party's position. Within thirty
(30) days of the request for Executive Review, an employee of each Party, with full authority to resolve the
dispute, shall meet and attempt to resolve the dispute.
b. If the Controversy has not been resolved within thirty-five (35) calendar days of the request of Executive
Review under Section 12.a, above, the Parties agree to mediate the Controversy in accordance with the
American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for
Mediation ("Mediation"). The mediation shall be conducted in Hartford, Connecticut. Each Party shall
assume its own costs and attorneys' fees. The mediator's compensation and expenses and any administrative
fees or costs associated with the mediation proceedingshall be borne equally by the Parties.
c. If the Controversy has not been resolved by Executive Review or Mediation, the Controversy shall be settled
exclusively by binding arbitration. The arbitration shall be conducted in the same location as noted in Section
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
12.b. above, in accordance with the American Health Lawyers Association Alternative Dispute Resolution
Service Rules of Procedure for _Arbitration. The arbitration shall be binding on the Parties to the Agreement
and on any respective affiliates which joined in the arbitration. The arbitrator's decision shall be final,
conclusive and binding, and no action at law or in equity may be instituted by either Party other than to
enforce the arbitrator's award. Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Each Party shall assume its own costs and attorneys' fees. The arbitrator's
compensation and expenses and any administrative fees or costs associated with the arbitration proceeding
shall be borne equally by the Parties.
III . This provision shall survive termination of this Agreement.
Section 13. Third Party Beneficiaries
IV . This Agreement is solely for the benefit of Employer and Connecticut General. It shall not be construed
to create any legal relationship between Connecticut General and any other party.
Section 14. Waivers
V . No course of dealing or failure of either Party to strictly enforce any term, right or condition of this
Agreement shall be construed as a waiver of such term, right or condition. Waiver by either Party of any default
shall not be deemed a waiver of any other default.
Section 15. Headings
VI . Article, section, or paragraph headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
Section 16. Severability
VI I . If any provision or any part of a provision of this Agreement is held invalid or unenforceable, such
invalidity or unenforceability shall not invalidate or render unenforceable any other portion of this Agreement.
Section 17. Force Majeure
VI I I . Connecticut General shall not be liable for any failure to meet any of the obligations required under this
Agreement where such failure to perform is due to any contingency beyond the reasonable control of Connecticut
General, its employees, officers, or directors. Such contingencies include, but are not limited to, acts or omissions
of any person or entity not employed or reasonably controlled by Connecticut General, its employees, officers, or
directors, acts of God, fires, wars, accidents, labor disputes or shortages, and governmental laws, ordinances, rules
or regulations.
Section 18. Assignment and Subcontracting
Neither Party may assign any right, interest, or obligation hereunder without the express written consent
of the other Party; provided, however that Connecticut General may assign any right, interest, or
responsibility under this Agreement to its affiliates and/or subcontract specific obligations. under the
Agreement provided that Connecticut General shall not be relieved of its obligations under the
Agreement when doing so. This Agreement shall be binding upon the parties hereto, their heirs,
executors, legal representatives, successors, or assigns.
Ix.
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Section 19. Notices
X . Except as otherwise provided, all notices or other communications hereunder shall be in writing and shall
be deemed to have been duly made/when (a) delivered in person, (b) delivered to an agent, such as an overnight or
similar delivery service, (c) delivered electronically, or (d) deposited in the United States mail, postage prepaid,
and addressed as follows:
To Connecticut General:
Connecticut General Life Insurance Company
401 Chestnut Street, Suite 110 Chattanooga, TN 37402
Attention: Jenny Wilson, Underwriting Director
To Employer:
City of Miami
Risk Management Department
444 S.W. 2nd Avenue, 9th Floor
Miami, FL 33130
Attention: Calvin Ellis, Director
x I . The address to which notices or communications may be given by either Party may be changed by written
notice given by one Party to the other pursuant to this. Section.
Section 20. Identifying Information and Internet Usage
X I I . Except, as necessary in the performance of their duties under this Agreement, neither Party may use the
other's name, logo, service marks, trademarks or other identifying information or to establish a link to the other's
World Wide Web site without its prior written approval.
XIII. Section 21. Discrimination
X I V . Connecticut General and City of Miami represent and warrant that there shall be no unlawful
discrimination as provided by federal, state, or local law, in connection with the performance of this Agreement.
Section 22. Independent Contractor
Connecticut General has been procured and is being engaged to provide services to the City as an
independent contractor, and not as an agent or employee of the City. Accordingly, Connecticut General
shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances
of the City, nor any rights generally afforded classified or unclassified employees. Connecticut General
further understands that Florida Workers' Compensation benefits available to employees of the City are
not available to Connecticut General, and agrees to provide workers' compensation insurance for any
employee or agent of Connecticut General rendering services to the City under this Agreement.
Section 23. Contingency Clause
Funding for this Agreement is contingent on the availability of funds and continued authorization for
program activities and is subject to termination pursuant to Section 10.a. due to lack of funds or
reduction of funds.
xv.
38
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
Section 24. Entire Agreement.
This instrument and its attachments constitute the sole and only agreement of the parties relating to the
subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of
its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this
Agreement are of no force or effect.
Section 25. Counterparts
XVI . This Agreement may be executed in two or more counterparts, each of which shall constitute an original
but all of which, when taken together, shall constitute one and the same agreement.
XVII.
XVIII.
XIX.
39
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
SIGNATURES
SIGNATURE AREAS HAVE BEEN INTENTIONALLY DELETED FROM
THIS DRAFT AGREEMENT PROVIDED FOR REDLINE AND REVIEW
PURPOSES ONLY
40
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
Schedule of Financial Charges
Certain fees and charges identified in this Schedule of Financial Charges will be billed to Employer monthly in accordance with
Connecticut General's then standard billing practices. However, Connecticut General is authorized to pay all fees
and charges from the Bank Account unless otherwise specified in this Agreement.
The fees below shall be effective for the 2-year period of January 1, 2012-December 31, 2013.
Medical
• Network Point of Service Open Access (POSOA) with PHS Plus Medical Management
$21.80/employee/month •
Medical
Product
Medical
• Comprehensive with PHS Medical Management
• Network POSOA Access Fee
Description;.
$21.80/employee/month
Charge
$13.15/employee/month
Medical
• Comprehensive Care Coordination Fee
$5.40/employee/month
Mental Health/Substance
Abuse
Administrative Charge for Mental Health/Substance Abuse Services including lifestyle
management programs and a cognitive behavioral modification program.
$2.51/member/month
[Network Products only;
North Carolina
Members. Charges are
processed through the
Bank Account]
Product
Charge
•
•
41
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
Definitions
"Average Wholesale Price" or "AWP" is the Average Wholesale Price for a given pharmaceutical product in effect on the dispense date for the
actual package size dispensed as published by First DataBank, Medi-Span or other alternative publication or benchmark reasonably designated by
Connecticut General.
"Brand Drug Claim" is a claim for a pharmaceutical product that is adjudicated as a brand drug as indicated on the claim record generated by the
claim processing system used by Connecticut General. For application of discounts and dispensing fees, a "Brand Drug Claim" includes a claim
for a generic drug within its exclusivity period or other period of limited competition, as Connecticut General reasonably determines under its
standard policies.
"Generic Drug Claim" is a claim for a pharmaceutical product that is adjudicated as a generic drug as indicated on the claim record generated by
the claim processing system used by Connecticut General. For application of discounts and dispensing fees, a "Generic Drug Claim" does not
include a claim for a generic drug within its exclusivity period or other period of limited competition, as Connecticut General reasonably
determines under its standard policies.
"Mail Service Pharmacy" or "CIGNA Tel -Drug" or "CIGNA Home Delivery Pharmacy" is a pharmacy that is owned or operated by Connecticut
General or an affiliated company(ies) (currently, Tel -Drug, Inc. and Tel -Drug of Pennsylvania, LLC), which dispenses drugs covered under the
Plan's Pharmacy Benefit by mail, and is not a Retail Pharmacy.
"Pharmacy Benefit" means the terms of the Plan that govern coverage and care/utilization management of drugs and related supplies dispensed to
Members and charged to the Plan by the Mail Service Pharmacy or Retail Pharmacies through Connecticut General's pharmacy claim processing
system.
"Rebates" or "Manufacturer Formulary Payments" means amounts that Connecticut General collects under contracts it enters into with drug
manufacturers that are based on utilization of certain of the manufacturers' brand drugs under the Plan's Pharmacy Benefit and the drug's status
on the CIGNA drug formulary.
"Retail Pharmacy" is a pharmacy that is entitled to payment under the Plan for drugs it dispenses that are covered under the Plan's Pharmacy
Benefit, and is not a Mail Service Pharmacy.
"Specialty Drug Claim" is a claim for a pharmaceutical product that is reasonably determined by Connecticut General to be a specialty drug in
accordance with industry practice. Specialty drugs generally are (i) injected or infused and derived from living cells, or are oral non -protein
compounds (e.g., oral chemotherapy drugs); (ii) target the underlying condition, which is usually one of a relatively rare, chronic and costly
nature; and/or (iii) require restricted access and/or close monitoring.
42
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
r .�r
.h...A � A'` ... k��.b +•sue°.,,s?-t j• _ r.m'-,.
PT�ARIVIAC
� r � ., .�
d � •+. . Y B ;
,, H �� i 4c`.�£a`�::e�. � 1 3 ta.a. ....,fi-it 3i. � t _: '� C., d" G' - g � '': i � � �
• CIGNA Pharmacy Product administration fee: Included in Medical Administration Charge
, _: -_.
. ..
,�r:... �mm,
:.. .; _ _ ,-" X _ ;: S X E '1 �' ,y'
CHARG)CS FCl]Z DRUGS COYI�R>GD : D7,-- :THE:PL : ``
AN S PHARMACYBENEFIT.•
N .» s
w .
.:.r.. .. T ,.. �.; ..',}
Drug -Dispensed by Mail. Service`Pharmac . ;:ConnecticutGeneral`will:char e Em l "" r a n?
y g p oye the following foi elanns covered under the Plan; s
Pharmacy Benefit and dispensed by the Mail"Service Pharmacy
Brand Drug Claims: AWP minus an average discount of 16.87% plus an average dispensing fee of $0.00.
Generic Drug Claims: The drug's charge on a Connecticut General generic Maximum Allowable Charge schedule that generates an annual
average aggregate discount across Generic Drug Claims dispensed at CIGNA Home Delivery Pharmacy to Connecticut General's group -client
book of business of AWP minus 73.5% plus an average dispensing fee across such Generic Drug Claims of not more than $0.00.
Specialty Drug Claims: The drug's charge under a national specialty drug discount schedule that generates a 12.5% annual average
aggregate discount off AWP across Specialty Drug Claims dispensed at CIGNA Home Delivery Pharmacy to Connecticut General's group -
client book of business.
';Drugs Dispensed; by Retail Pharmacies ' Connecticut; Genet:al will `ehar e>Ein . lo: er:the followm foi•=dru" � s'covered ,under the•Plan''s=Pharmac ' ..... ar
.;, g.. p . Y . .: , g g y
«.:
°Beneft anddispensed by aRetaihPharmacy-to;thePlanMernliers, s�ljectao.the,�.Drug Charges=Addtioval Provi'stos" section ` ;
,
Retail Brand Drug Claims: The lesser of (i) AWP minus the contracted discount plus the contracted dispensing fee charged by the Retail
Pharmacy for the Brand Drug Claim; or (ii) the Retail Pharmacy's usual and customary charge.
Retail Generic Drug Claims (other than those to which the above brand discount applies): The lesser of: (i) the drug's charge on a
Connecticut General generic Maximum Allowable Charge schedule that generates an annual average aggregate discount across Generic Drug
Claims dispensed at Retail Pharmacies to Connecticut General's group -client book of business of AWP minus 72.5% (Plan -specific results
may vary based on drug mix), plus an average dispensing fee across such Generic Drug Claims of no more than $1.90; or (ii) the Retail
Pharmacy's usual and customary charge.
Retail Specialty Drug Claims: The lesser of (i) AWP minus an annual average aggregate discount of 10.5%, plus an average dispensing fee
of no more than $1.80; or (ii) the Retail Pharmacy's usual and customary charge.
43
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
C7i
• CIGNA Horne Delivery Pharmacy's discounts are applied to the manufacturer average wholesale price (AWP) for the dispensed size (or
to the AWP for''the manufacturer -packaged quantity closest to the dispensed size, if there is no AWP for the dispensed size).
• CIGNA Horne Delivery Pharmacy will be reimbursed through the Bank Account for the price (discounted as per this Schedule) for
replacement prescriptions shipped by CIGNA Home Delivery Pharmacy which are reported as lost or damaged despite CIGNA Home
Delivery Pharmacy's shipment to the Participant's correct name and address.
• The amount paid to the Retail Pharmacy for Brand, Generic, or Specialty Drug Claims may or may not be equal to the amount charged to
Employer, and Connecticut General will absorb or retain any difference.
• An excess achieved in any Plan -specific discount floor or dispensing fee cap offered under this Agreement will be used to offset a
shortfall in any other Plan -specific discount floor or dispensing fee cap offered under this Agreement.
• Industry Changes to or Replacement of Average Wholesale Price (AWP). Notwithstanding any other provision in this Agreement,
including in this Exhibit, in the event of any major change in market conditions affecting the pharmaceutical or pharmacy benefit
management market, including, for example, any change in the markup, methodologies, processes or algorithms underlying the published
AWP(s), Connecticut General may adjust any or all of the charges, rates, discounts, guarantees and/or fees in connection with Connecticut
General's administration of the Plan's Pharmacy Benefit hereunder, including any that are based on AWP, as it reasonably deems
necessary to preserve the economic value or benefit of this Agreement as it existed immediately prior to such change. Additionally, and
notwithstanding any other provision in this Agreement, including in this Exhibit, Connecticut General may replace AWP as its
pharmaceutical pricing benchmark with an alternative benchmark and/or may replace First DataBank, Medi-Span, or other such
publication as its source for the A.WP or alternative benchmark with a different pricing source, provided that Connecticut General adjusts
any or all such AWP-Based Charges or such alternative benchmark -based charges as it reasonably deems necessary to preserve the
economic value or benefit of this Agreement as it existed immediately prior to such replacement or immediately prior to the event(s)
giving rise to such replacement, as the case may be.
44
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
HARING�.
Subject to the caveats below, Connecticut General will remit to Employer the following portion of Rebates that Connecticut General collects with
respect to utilization under the Plan's Pharmacy Benefit:
MEN
100% of such Rebates.
Caveats:
(1) Upon termination of this Agreement, Connecticut General may apply Rebates otherwise payable to offset Bank Account or other deficits
of charges identified in this Agreement.
(2) Should Employer terminate this Agreement before completion of the then -current Plan Year, no Rebates shall be due with respect to that
Plan Year.
(3) All applicable caveats communicated in writing by, Connecticut General in connection with its proposal made in connection with this
Agreement.
(4) For percentage -based sharing arrangements, payout amount may differ slightly from the stated percentage when payout occurs before
manufacturers' final reconciliations and payments are made to Connecticut General.
(5) Rebates are not paid out on single source generic drug claims or Run -Out Claims.
(6) Connecticut General contracts with drug manufacturers on its own behalf, and not as agent of the Employer or the Plan.
Timing of Rebate Pay -Out: Remittance will be provided within ninety (90) days after the close of each applicable calendar quarter for the portion of
such calendar quarter that coincides with the Plan Year.
45
MANII
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
x �y �
� � �
Y xRIGHTS ]GLAlE �TO�IVIA � � 3 �
.�,, , � � � �_ NUFACTVR>CR.;PAXIVENT � ��
Employer's third party auditor
of manufacturer formulary
least forty-five (45) days written
to Employer and Connecticut
Connecticut General; the records
be as mutually agreed upon
rebate -sharing obligations
Connecticut General's office
written consent; the auditor
aggregate amount of manufacturer
the auditor is apprised, if any.
may audit records directly related to Connecticut General's performance of its obligations hereunder regarding sharing
payments (a/k/a "rebates") once in each twelve-month period upon the following conditions: Employer shall provide at
notice to Connecticut General; the auditor (including its individual auditors conducting the audit) shall be agreeable
General; a mutually agreed upon non-disclosure/non-use contract shall be executed by Employer, the auditor and
to be audited shall be no more than.two years old as of the date of the audit; the scope of records to be audited shall
by Employer's third party auditor and Connecticut General as those which are necessary to determine compliance with the
under this Agreement; the audit shall be conducted at a mutually acceptable time during regular business hours at
where such records are.located; records shall not be removed or photocopied without Connecticut General's express
shall provide its audit report to Connecticut General and Employer at the same time; and the auditor may disclose the
formulary payments due Employer but no other details of Connecticut General's manufacturer contracts of which
�'�2 � �.. a' Qa `
9 x �
. S,w�'✓e.. .,�..M.... "�, __:.. .".�....
;d' ,x.� S` ".e+ � , `a„�" ' 3}� h 'y�'a. W
A SSIN,GR�C1N OUT Ci,AIIVI�, g,
;A ..a i:'k;;i�, 1, 3Sce?G.4% 2� t �'; ..;V l �'- d a`�S K .4., �— bi,
` � ^+ .k•' 'z,i _ £ 5 i :,ti..
w�,
� § ��, P`�`3'°i�.: ' ���
Network POSOA
Run -Out Period of twelve (12) months
Connecticut General shall not be required to process Run -Out Claims until it has received full
payment of the required fees.
No Additional Cost
Comprehensive
Run -Out Period of twelve (12) months
Connecticut General shall not be required to process Run -Out Claims until it has received full
payment of the required fees.
The sum of the last four
(4) months of billed fees
applicable to the
terminated (i)
Agreement, (ii) Plan
benefit option or (iii)
Members.
Pharmacy
Run -Out Period of three (3) months for all pharmacy claims
Connecticut General shall not be required to process Run -Out Claims until it has received full
payment of the required fees.
The sum of the last three
(3) months of billed fees
applicable to the
terminated (i)
Agreement, (ii) Plan
benefit option or (iii)
Members.
46
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
1. Subrogation/Conditional Claim Payment (Medical Only)
47
Notwithstanding any
other amount reflected
in the Conditional
Claim/Subrogation
Recovery Services
Exhibit, 5% of recovery
plus litigation costs if
Counsel is retained and
an appearance is filed on
behalf of Connecticut
General or Employer if
any litigation, or a
lawsuit is filed on their
behalf; 29% of recovery
if no Counsel is retained
and in all other
instances, including cases
where state law requires
that employee benefit
plans be named as part
defendants or
involuntary plaintiffs.
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
t u, ICUT,GFNE 'AL COST CONT
. � � r»a � � ,� A NT FEES M � .._
_'sisrA�.u�.A?�:�. i,d xsf`^i��rb�::�'z.'s�"�r�::IN�v°';i����'nti����434.����d:.;Fml.��.���""T.�.'�^vg���ha?o'A};�e���.Y'q�'��4Yura+`3'u„����
Connecticut General, a CIGNA
that are covered by the Plan.
Specific vendor fees are
either (1) the "net savings"
as a result of the program
savings" (i.e. the difference
program savings; Connecticut
For covered services received
parties or through negotiation
Medical Bill Review (pre
insurance business when
Applying these discounts
reimbursable charge may
and'substantially reduces
..i;:.;�I4
company, administers the following programs to contain costs with respect to charges for health care service/supplies
In administering these programs, Connecticut General contracts with vendors to perform program related services.
available upon request. Connecticut General's charge for administering these programs is the percentage (indicated below) of
(i.e. the difference between the charge that the provider would have made absent the program savings and the charge made
savings, less the applicable vendor fee which generally ranges from 7-11 % of the program savings) or (2) the "gross
between the charge that the provider would have made absent the program savings and the charge made as a result of the
General pays the applicable vendor fee) or (3) the "recovery" (i.e. the amount recovered) as applicable.
from non -Participating Providers, Connecticut General may apply discounts available under agreements with third
of the billed charges. These programs are identified below as the Network Savings Program, Supplemental Network &
-payment). This is consistent with the claim administration practices applicable to Connecticut General's' own health care
these programs are implemented. Connecticut General charges the percentage shown for administering these programs.
may result in higher payments than if the maximum reimbursable charge is applied. Whereas application of the maximum
result in the patient being balance billed for the entire unreimbursed amount, applying these discounts avoids balance billing
the patient's out -of pocket cost.
MEDICAL; AND PHARMACY COST CONTAINMENT;
1.
Network Savings Program
29% of net savings
2.
Supplemental Network
29% of net savings
3.
Medical Bill Review — (Pre -payment Cost Containment for Non -contracted claims):
Inpatient Hospital Bill Review
• Line Item Analysis
Lesser of 5% of hospital
bill or the savings
• Professional Fee Negotiation
29% of net savings
Outpatient Hospital Bill Review
• Professional Fee Negotiation
29% of net savings
• Line Item Analysis Re -pricing
29% of net savings
P
Physician/Professional Bill Review
•
• Professional Fee Negotiation
29% of net savings
4.
Medical Bill Review — (Pre or Post -payment Cost Containment for Non -contracted and
Contracted claims):
48
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
5.
6.
• Bill Audit
DRG Validation and Appeals
Inpatient Admission Retrospective Review
Medical Implant Device Audits
COB Vendor Recoveries [Exclusive of pharmacy programs where claims are adjudicated at
time prescription is received.]
Secondary Vendor Recovery Program
29% of the
savings/recovery
achieved plus hospital
fees or expenses passed
through
29% of recovery plus
any fees or expenses
passed through by the
hospital or regulatory
agency
29% of recovery
29% of recovery
29% of recovery
29% of recovery
7.
Provider Credit Balance Recovery Program
29% of recovery
8.
High Cost Specialty Pharmaceutical Audits
29% of recovery
9.
Pharmacy Vendor Recoveries
30% of recovery
10.
Class Action Recoveries
Connecticut General arranges for third parties to provide care management services to:
(i) contain the cost of specified health care services/items overall with respect to all plans
insured and/or administered by Connecticut General, and/or
(ii) improve adherence to evidence based guidelines designed to promote patient safety and
efficient patient care.
Eligibility Overpayment Recovery Vendor Services
35% of recovery
Specific vendor fees and
care management
program services are
available upon request.
29% of recovery
49
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
is. �
��. '�.ti�r3.,
t-e-� EN ,.:. ...,:.
,�v> /�< � .e�,�.:d;, 3 1 f' 1; k d 1'cz
�.t � � � �XTERI�tAL�REV141+C F�EE
'l.
External expert reviews may be required on a consultative basis as part of the internal appeal
process, or pursuant to a formalexternal review following exhaustion of the internal review
process. The range of external review charges is dependent on the nature and complexity of the
issue on appeal. In highly complex, non -routine cases or cases related to new technology or
experimental -investigational treatment, as part of the internal appeal process a panel of
reviewers may be necessary. External review charges will be commensurate with the number of
$500-$4,000 Review
Reiewew
ri< -..
.. ��.. �,tt�s:.«t.:w✓:�"3��xb&._:.¢:.,�rt-i'ds�..k{:.s
S'TltATEGfCAI
+ _. �yy!. C>: ,.. h_ c .�:.: 3 ..!F•" C3: 7.» v ry_... .aa
�'.3� "N'aw�.�`;s..��'�T�:M�...-..5._�i��s�.�4...+�2.
£:.".$
Connecticut General contracts directly or indirectly with other managed care entities and third
party network vendors for access to their provider networks and discounts. These third parties
charge either a network access fee, which is included in Connecticut General's monthly charges,
or a percentage of the savings realized on a claim by claim basis as a result of the application of
their discounts. Charges based on percentage of savings are paid from the Bank Account.
Additional details regarding specific charges will be provided upon request.
All Medical Products
S A .,. .,� ,... aR.MP ��.5
�.�.EWig,"
x.:::e ....; ti,e�§i�'3`�a<'s�:R `�. ',z�a ��'.�.. ���
R--a
w�
�,i."•%A�...e. '��?.., �.� ;e. �G'�',C
Capitation and fee -for -service charges for various vendors and other providers/arrangers of
health care services and/or supplies will be paid as claims for Plan Benefits and will appear in
Employer's standard Bank Account activity data reports. Such payments will be at Connecticut
General's applicable capitation or fee -for -service charges then in effect, which may be amended
from time to time. Additional details regarding charges and the identity of the vendor or
provider of health care services will be made available upon request.
:-,�
All Products
RJCCA.RDING PAYMENTS F;ROM.. � i�
1EIIR.D PARTTT
>w4�?�.r..,.� °�� ; Mx..: . ,;,,,�, ,. ...h:.�
Unless indicated otherwise in the Schedule of Financial Charges, Connecticut General retains all
payments it may receive from manufacturers of pharmaceutical products covered under the
Plan. Information on the amount of such payments with respect to the Plan will be provided
upon request.
From time to time, Connecticut General, either directly or through its affiliates, contracts with
vendors, provider network managers and providers in connection with various cost containment
programs. Connecticut General, and its affiliates may receive payments from such parties that
are intended to help defray expenses associated with implementing such programs.
All Pharmacy Products
All Products
50
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
HIPAA Certificates
Pharmacy Clinical
Programs
Your Health First-300
2.
Individual HIPAA certificates for Members who leave active coverage.
• CIGNA TheraCare® Program — a targeted condition drug therapy management program that
targets individuals using specialty medications for certain chronic conditions and helps them
better understand their condition, medication side effects and importance of adherence.
A proactive health education and improvement program for those with a chronic condition. The
program involves services that span across the Member's health needs. Behavioral coaching
principles and evidence based medicine guidelines are utilized to optimize self -management
skills and foster sustained health improvements.
Members are identified as having a chronic condition through a variety of sources including but
not limited to: claim data, referrals, and self -identification. A variety of resources are provided
to those with a chronic condition, based on severity and readiness to change. The program
targets 90% of the chronic population for telephonic support. Identified Members work with a
dedicated health advocate on improving their health.
The program includes the following components:
• Chronic Condition Specific Coaching
• Pre and post discharge calls when Connecticut General is the medical carrier
• Lifestyle management coaching: stress, weight management and tobacco cessation
• Treatment decision support and coaching
In order to continuously assess the effectiveness of our programs, some Members may be placed
in a comparison group which receives alternative services, or even no services for a specified
period. This will not affect the total number of Members targeted for outreach or any of the
financial or clinical goals of the program.
51
$0.15/employee/month
Included in Medical
Administration Charge
Included at No
Additional Cost
Included in Medical
Access Fee
o p Q.
CD Et,p 0- 5 o C 'Li C• �
O 0 �.�G
CCD) CD ti
a.0
o CD 0 A- cA n
0• m O — CD CD
CD
c.) O C D () • O pa
O
co o / 2 s' ci CD w
•."t 0 0 p, CD O li
c,° w o wk< o
o p, CD N- �. w. 0
-
h- a. r+ 0 4 5" 0- r°
CA
•
CD 0 W a. rr W CDlt. 5
fa. oC)
0 W if• )
0CD cD
x 0 C w CD g
CD 0 CD
o &) W O C]. i0 (�' CD
p..v& bv.ri W `r r+ v`,
'tj�• p 0 c ry 64
ci
o
(7 w n O p- p ,CD n
" 5- 70" W UOQ -. •
CD
W b �0-# C v
Ymv)
Cn Po
u 5 a 0w a CD o CI;,-
n• . a'
'� 0 cnCc) re)0-
o ▪ �' CD
0
O CD CCDD CD o
CD,,
lU HUfl OQ HUM - V ijq qXa
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
Exhibit B — Services
1.
2.
Productsexcludmg Health SavingsAccount
3. Furnishing Connecticut General's standard Bank Account activity data reports to Employer as and
when agreed upon. Connecticut General's'administration of the Plan does not include performing obligations,
if any, under state escheat or unclaimed property laws. It is Employer's responsibility to determine the extent
to which these laws.may apply to the Plan and to comply with such laws.
All Products
Report to Employer the claim payment information required in connection with Section 6041of the Internal
Revenue Code.
All Products
3.
If Employer has elected, pursuant to section 63 of the New York Health Care .Reform Act of 1996 (section
2807-t of the Public Health Law) ("the Act"), to pay the assessment on covered lives set forth in section 63
and has consented to the conditions set forth in section 63, Connecticut General shall file such forms and pay
such assessment on covered lives on behalf of Employer through the Bank Account to the extent set forth in
section 63. Such obligation shall end immediately upon Employer's failure to provide any information
required by Connecticut General to fulfill this obligation, the failure to comply with any requirement imposed
upon Employer pursuant to the Act or the failure of Employer to properly fund the Bank Account.
Connecticut General shall file applicable forms and pay assessments/surcharge based on covered lives on
behalf of Employer in accordance with and as required by other applicable state law and regulations
including:
New Hampshire Health Plan (High Risk Pool)
New Hampshire Small Employer Health Reinsurance Pool
New Hampshire Vaccine Association
Vermont Vaccine Purchasing Program(*) (**)
Connecticut General shall file applicable forms and pay assessments/surcharge based on claims on behalf of
Employer in accordance with and as required by other applicable state law and regulations including:
Louisiana High Risk Health Insurance Association Fund
Maine Dirigo Health Reform Act(*)
Massachusetts Uncompensated Care Trust Fund(*)
Vermont Health Care IT Fund
All Products (excluding
*Vision and **Dental)
10/17/2011
53
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
2.
3.
4.
Products 'excluding Health Savings: Account
Calculate benefits, check and/or electronic payments disbursed from Employer's Bank Account. Bank
Account payments will appear in Employer's standard Bank Account activity data reports.
Prepare and make available Connecticut General's standard claim forms.
Investigate claims, as necessary, by Connecticut General's Special Investigations Unit.
Discuss claims, when appropriate, with providers of health services.
All Products
All Products
All Products
All Products
5.
Perform internal audits of Plan Benefit payments on a random sample basis.
All Products
6.
7.
Claim control procedures reported annually in Statement on Standards for Attestation Engagements (SSAE)
No. 16 Report (SAS70 successor report).
Respond to Insurance Department complaints.
All Products (excluding
Vision)
All Products
8.
Dedicated toll -free telephone line for Member and Provider calls to Connecticut General Service Centers.
All Products
9.
10.
Member Explanation of Benefit ("EOB") statements including, when applicable, notice of denied claims,
denial reason(s) and appeal rights.
Verify enrollment and eligibility using Member information submitted by Employer and/or its authorized
agent.
Medical Only
All Products
All Products
1.
2.
4. Connecticut General's standard enrollment forms are prepared and delivered to .Employer for
distribution to individuals eligible to enroll in the Plan.
Connecticut General's standard ID card with toll -free telephone number are prepared and mailed directly to
Members.
All Medical Products
All Medical Products
3.
Administration of subrogation/conditional Claim Payment (terms described in Exhibit E).
All Medical Products
Pharmacy Only
1.
Connecticut General's standard ID cards with toll -free telephone number are prepared and mailed directly to
Members.
All Pharmacy Products
10/17/2011
54
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
2.
3.
4.
1.
2.
3.
4.
5.
6.
Pharmacy claims are adjudicated typically on-line at time of service without access to information on other
coverage, and therefore coordination of benefits (COB) for pharmacy claims does not occur. Claims for Plan
Benefits will be paid regardless of coverage under another plan.
Connecticut General's standard drug utilization review services.
Connecticut General may receive and retain payments under contracts with drug manufacturers with respect
to utilization covered under the .Employer's medical benefit for the manufacturer's specialty drugs, which are
drugs that typically are injected or infused and derived from living cells; target an underlying rare, chronic or
costly condition; and/or require restricted access and/or close monitoring. if Connecticut General enters into
any such contracts, it does so on its own behalf, and not as agent of the Employer or the Plan.
Health Care flexible Spending Account and Dependent Day Care Flexible Spending Account Only
Providing generic enrollment forms and reimbursement request forms to Employer for use in connection with
Health Care Flexible Spending Account ("FSA") and/or Dependent Day Care Flexible Spending Account
("DFSA") under which eligible employees (collectively "FSA Members") may elect to reduce their salary on
a pre-tax basis up to the IRS maximum contribution allowed for deposit into a FSA and/or DFSA.
At the end of each reimbursement period of the Plan Year, Connecticut General shall issue payments to the
extent that funds remain in each FSA Member's account, for the amount that is determined by it to be proper
under the Plan. At the end of the final reimbursement period of the Plan Year, Connecticut General shall
issue payments for any amount then due forthose expenses that are determined by it to be proper under the
Plan.
Allowable expenses for reimbursement under a DFSA include all allowable expenses incurred for the care of
dependents pursuant to I.R.C. Sections 125 and 129.
All Pharmacy Products
All Pharmacy Products
All Pharmacy Products
Not Within Scope
Not Within Scope
Allowable expenses for reimbursement under a FSA include all allowable health -related expenses, pursuant to
I.R.C. Sections 125 and 213 except where reimbursement under a FSA is prohibited.
FSA Member accounts will remain open after conclusion of the Plan Year until March 31st, (the "Run Out
Period"), so that FSA Members can submit any,remaining expenses incurred but not paid out during the Plan
Year. Separate account balances will be maintained as per FSA Member's election for the new Plan Year.
Reimbursement requests of terminating FSA Members will continue to be processed for 30 days following
termination of Membership for any expenses incurred prior to the Membership termination date. In the case
of a DFSA, reimbursement will be up to the balance in the DFSA and in the case of a FSA, reimbursement
will be to the originally selected goal amount, minus prior reimbursements, regardless of whether this amount
has been funded.
Not Within Scope
Not Within Scope
Not Within Scope
Not Within Scope
10/17/2011
55
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
7.
For FSA payments that are not made with a Debit Card but are a result of Automatic Claim Forwarding of -
medical or dental claims from a medical or•dental plan administered by Connecticut General or Direct Submit
Request For Reimbursement, an explanation of payment will be mailed to the FSA Member at their home
address or, if elected, provided electronically. An explanation of payment is not issued for FSA payments that
are issued to a pharmacy at the point of service as a result of Automatic Claim Forwarding from the
Not Within Scope
8.
For DFSA payments made as a result of a Direct Submit Request For Reimbursement, an explanation of
Not Within Scope
9.
An 800 number directly linked to Connecticut General's Member Services will be available for FSA
Members' questions and status inquiries. This 800 number will be listed in the instructions on the
reimbursement request form as well as having access to account information via Internet.
Not Within Scope
10.
The Employer will identify through eligibility submission, FSA Members who elect to have medical and
pharmacy claims processed but unpaid by Connecticut General automatically submitted ("rolled over") to
their FSA. Such rollover claims will be processed without additional submissions by the Participant and
Connecticut General shall be entitled to rely on the Employer's submission of the Participant's rollover
election that the submitted expenses were properly incurred, not reimbursable from any other source and are
Not Within Scope
11.
When Connecticut General takes over a FSA administration mid -Plan Year, Connecticut General will provide
administration services from the date Connecticut General receives the FSA Plan information for claims
incurred anytime during the Plan year.
Not WithinScope
.. ....i y.,,. a.�. ....
,. , ... S' _ F.-.>'..... .... � .'^':* �% .,
�' �:.
. , . 4 S"Y w ::t,E, kr � s L r+`,\y +.<
( 'Ti .. ?$ :. ,.. ., xts, ;:}:.. .�..:.. 3+ n:. x:,4 Y <'.•�'-.-:'
DOCUMI:,NT.PRODUCTI®.N :�.
� 'Qr gk � ` �;.�.
> ,.... E , .",;2 •, a -. ....,..,d�
��,x.�.h v>4.s- ...x*>s?�"°2,^�'i%..
.-,.Y`.. .. ..
�• P 5 ? , ,.t 1 ,.<;r'
�s` F "">`k d.:., ;•, non.. .: ,..-:.9.,,... .5.,-�
Products excludji. l-Lealth Savings Account
Prepare and deliver Member benefit booklet drafts to Employer.
All Products
ui•
,•,* kl ,�,e_..° .,, -. , , ,... ,. .... x , >a.N. e :tw -•,.„ - i , .: g ,_. .' .ie „` <R
, �4..i. .,. Sri. .�'£.....r _ �` ,... x� :,.: -.. � : u - :c .. v ,. >, _ e � � x � _ .r� by , `A.' i< '` 3-> ......
�, � UNDERW.RI: �I . , �, . , 3 ,� :� f ,�
r>� ...., T NG_=SERVICES � �
„..... -x:. TR�� :.. _ > F.. - , N ...>„ ., .� , • �$
^��k'��'.FL.,1-, ,.., ::....�..n'..�'re'h�9..�`.',,��<�ar>`.....--.„���'�v�+.
BP..
^... i?:' ``�• W'::
s � R ��
,
.��5��,..<,...�.., �a�i•: AY,Be cSxwas';}rc.
All Products
1.
5500 Schedule C reporting.
2.
5500 Schedule A or Annual Reconciliation Disclosure reporting (when applicable)
All Products
3.
Connecticut General's standard Underwriting services: a) benefit design analysis-b) projected cost analysis.
All Products
k t - -rs , x ., . -.,.,x �4 >.. , •4. ., > ^x '.'SCyG ' ,«
tG �'.Y.
,« > t , s t I
L�DVIDT7AL`RIGTiTS
ry. S '4 i
.�Yt '^5 S•z
W ate.-3r•;'i:x Y;,, ist �a+,3< aE ���w..,.�, »*,rft.�.,x�?'&':
...
p. -�v. >.,.. '£. ..�:. .. ,.. .. .fir.. .. .... t ....
.x�� «. �. �°? ,�-�.t,�,�i..°� .r.c..�, .-:u .,,.., ,�ra`,...���.3.rv.>.,"�. r..., .8; ,,_�>w , 5€a�.,a�s ,.....�,:�«a, ,.<,, � Ea..�s�;,E� ...3a.�;�?��.«L..a..��x Se �'.u�°�xE.".C� ,���','�$�°.�*t`�.`"*�`.
Products'. excludnjig Health Savmgs'Account
10/17/2011
56
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
1.
2.
3.
4.
5.
Handling of requests from Members for access to, amendment and accounting of protected health information,
and requests for restrictions and alternative communications as required under federal HIPAA law and
regulations, as set out in this Agreement and its Exhibits.
Maximum reimbursable charge determinations of non -Participating Provider charges for covered services.
Connecticut General's standard cost containment controls: Application of non -duplication and coordination of
benefits rules and coordination with Medicaid.
Delivery of information, as necessary, regarding standard application of non -duplication or coordination of
benefits.
All Products
All Medical Products (with
out -of -network benefits)
All Medical Products
All Medical
Review of medical bills in accordance with Connecticut General's then current Medical Bill Review program.
All Medical Products
Network Savings Program, a national vendor.network that provides discounted rates when a Member accesses
care through a Network Savings Program contracted provider.
All Medical
6.
Annual reporting of Connecticut General's standard cost containment results upon Employer's request.
All Medical
7.
1.
Pharmacy Vendor Recoveries (when implemented).
Summary reports of medical, dental and pharmacy cost and utilization experience available through CIGNA
web site.
All Pharmacy Products
All Medical and Pharmacy
Products
2.
3.
Connecticut General's standard pharmacy utilization reports.
Claim Reporting: Connecticut General will provide its standard reports and information based upon paid claim
data only. Connecticut General will not provide information on incurred -but -not reported claims, projected
claims, pre -certifications of coverage, case management information or information on a Member's prognosis
or course of treatment.
Stop Loss Reporting is an optional service provided at an additional fee to Employers who have stop loss
through another entity other than Connecticut General. Connecticut General will provide its standard reporting
only after the stop loss carrier and Employer have executed Connecticut General's standard Hold
Harmless/Confidentiality Agreement.
Pharmacy Product Only
All Medical Products
4.
Connecticut General's standard management and statistical reports for Employer.
Not Within Scope
10/ 17/201 1
57
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
5.
Connecticut General's standard Individual Summary Statements for applicable Participants.
Not Within Scope
w � �< C4MFLIANC
Employer directs Connecticut General m admmistermg the Health Care Flexible Spending Account andlor
Health;Re►mbursement Arrangement benefit to comply with COBRA; as follows:
Each FSA Member who experiences a qualifying event and elects continuation of account coverage in
accordance with COBRA will be maintained until the earlier of the end of the Plan Year, the exhaustion of the
FSA balance or other termination of the FSA.
Not Within Scope
2.
.FSA Members electing continuation of FSA coverage under COBRA will continue contributions at a rate not to
exceed 102% of the applicable premium. The Employer may require after-tax contributions, or may allow the
continuant to elect a lump -sum salary reduction in the amount required in contributions for the remainder of the
coverage period.
Not Within Scope
3.
10/17/2011
FSA Members who continue under COBRA and whose contributions have been made as required may submit
Reimbursement Requests for themselves and any eligible dependents, for expenses incurred before or after the
date of the qualifying event but prior to the end of the coverage period. Requests may be submitted until the
earlier of the end of the Plan Year or the termination of the FSA, including any applicable Run -Out Period.
58
Not Within Scope
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
V�
I20GI2A
.. .�...wm.,»:s.W� w.a-,x-..,.a•-..,
s;:.ve# .6+: ..�. n r.:, e �' — �..� + '.... -.. ..&f,'xt-n 2.=`�` r�;^ ��,:�`y�"�"..x•'.x�:-. E.
�s.,.n
Connecticut General contracts with three (3) independent
review organizations that meet the Patient Protection
and Affordable Care Act (PPACA) external review requirements. Members may voluntarily appeal to a
All Medical Products
..... MCNT SER�'� �, , � � mow£ �
�.� ICES ��
'S" �'✓�v �. �- ' —A k� ��- a�tc
1.
Connecticut- Generalpiovides integrated m
eeW ns ..,o.. f the Plan)the following core services . �..�'
erdS ic qwm'a anage... ment that includes (. d;v�iepi end�eFmg up....uo.:>.nthe terms-of
Pre -Admission Certification and Continued Stay Review (PAC/CSR) services to certify coverage of acute and
sub -acute inpatient admissions/stays or provides guidance to appropriate alternative settings. Administered in
accordance with Connecticut General's then applicable medical management and claims administration
All Medical Products
2.
Case Management and Retrospective Review of Inpatient Care, a service designed to provide assistance to a
Member who is at risk of developing medical complexities or for whom a health incident has precipitated a
All Medical Products
3.
Assisting providers with resources and tools to enable them to -develop Long Term Treatment Plans in the
All Medical Products
4.
The CIGNA HealthCare Healthy Babies® Program, a no -cost to Member prenatal program that provides
All Medical Products
5.
HealthCare Cost and Quality tools on myCIGNA.com
All Medical Products
6.
A panel of physicians and other clinicians to assess the safety and effectiveness of new and emerging medical
All Medical Products
7.
The CIGNA HealthCare 24-Hour Health Information LinesM, a service that provides 24 hour toll free access to
All Medical Products
8.
CIGNA LifeSOURCE Transplant Network® contracts with over five -hundred (500) transplant programs at
more than one -hundred thirty (130) independent transplant facilities. We provide access to solid organ and
All Medical Products
9.
A Health Education Program that delivers mailings to Members with certain conditions.
All Medical Products
Except Comprehensive and
Indemnity
10/17/2011
59
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
11.
If behavioral health services are provided/arranged by CIGNA Behavioral Health (CBH), CBH provides
utilization review and case management for both inpatient and outpatient, in -network behavioral health
Network Products Only
12.
Implementing clinical quality measurements, managing data, tracking and validating performance and initiating
continuous quality improvement.
All Medical Products
Except Comprehensive and
Indemnity
13.
Transition of care services to allow Members with defined conditions to continue treatment with non-
Participating Providers after enrollment for continued uninterrupted care for a limited time.
,
All Medical Products
Except Comprehensive and
Indemnity
14.
Focused utilization management of outpatient procedures and identification of appropriate alternatives.
Administered in accordance with Connecticut General's then applicable medical management and claims
All Medical Products with
PHS Plus
.. .. .. ..
, e
+3 �...�.. r.. ..N'^7 t�..... ,.� ..
.. .k� J v. ,.,�S�K�
. '.rx �: ..e..,;z.,..<
.. , 1. :.; - a. .. > ,a ,... >.. ,. ,. .... •- , -a:.. ; . , ,e.. .a.
..F ._ . , ....,, ,..r Hs.. NET�W ORK3 A .. �
SExt�ICES ....� m . ..,
, -«!. t .. <,.. :... a.. i.. .... < Z.. , . .. .RsC»..kki� a... «'� � - �.
c,. .� ........ `�f .! ..... <.. � _..- y� ,.... ,,h ..., iv.� ..,Y° ,..... ,..<.... y- 1, £'>� ......., h 1. a z..
..., '.:..�.-....... >rs �$: : asa�.1. Y.,., M ,.�*,�k t,. � fs.. '.5. .+ � �: aY £ i IX�i y� li ... ``�rl�.i�a
' Win.. Y:'`
.., T
�.::,. .. 2 .... "... ....
�� aY.:: �X ,y . k,.
Connecticut General, and/or'its affiliatesShall:
1.
Provide or arrange access to the applicable network of Participating Providers to furnish health care
services/products to Members at negotiated rates and methods of reimbursement (e.g. fee -for service,
capitation, per diem charges, incentive bonuses, case rates, withholds etc.). The amount and type of negotiated
reimbursement may vary depending upon the type of plan. For example, a hospital may accept less for patients
All Medical Products
2.
Credential and re -credential Participating Providers in accordance with Connecticut General's credentialing
requirements and ensure that third -party network vendors credential/re-credential Participating Providers in
All Medical Products
3.
Review Participating Provider compliance with protocols and procedures for quality, Participant satisfaction,
and grievance resolution;
All Medical Products
4.
Facilitate the identification of Participating Providers by Members; and
All Medical Products
5.
Dedicated toll -free telephone line for Member and Provider calls to Connecticut General Service Centers.
All Medical Products
10/17/2011
60
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
10/17/2011
Connecticut General has contracted with an affiliate, CIGNA Behavioral Health ("CBH"), to provide or
arrange for the provision of managed in -network behavioral health services, CBH is a Participating Provider,
and is reimbursed primarily on a monthly fixed fee basis. This fixed fee for CBH services will be paid as
claims and will appear in Employer's monthly reporting and on financial documents as capitation. Such
payments will be at the relevant monthly rates then in effect. The monthly rates paid to CBH vary depending
on geographic location of Members and on benefit design, and may be subject to change. The rates will be
made available upon request. The fixed fee also includes lifestyle management programs and a cognitive
behavioral modification program. Behavioral claims from a client specific network are not included in the
behavioral monthly fixed fee and will be paid from the Bank Account. In some states, payment for behavioral
health services must be paid on a fee -for -service basis. In these states, fee -for -service payments for behavioral
health services and the CBH administrative fee (including the lifestyle management programs and a cognitive
behavioral modification program) will be paid from the Bank Account as claims and will appear in
Employer's monthly reporting.
61
All Network Products
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
10/17/2011
The CIGNA HealthCare of Arizona, Inc. staff model ("Cigna Medical Group") is a Participating Provider
located in metropolitan Phoenix, Arizona. Plan Participants may at some time receive treatment from a Cigna
Medical Group ("CMG") facility or provider even if they do not reside in Arizona (as when traveling).
Participants utilizing the IPA network will access certain specialty and/or ancillary services (including
laboratory and urgent care services) through the CMG system. Lab services are not provided by CMG for
Participants in PPO or EPO plans.
Except as provided below, for services provided to Participants, CMG is paid on a fee schedule basis at the
rates in effect at the time of service (as may be amended from time to time). A representative CMG fee
schedule of routinely performed services is attached. A copy of the full fee schedule is available on request
and mutually agreed Non Disclosure Agreement ("NDA").
If the Plan requires Participants to select a primary care physician (PCP), Phoenix area Participants who do
not select a PCP during open enrollment are assigned to a CMG PCP. CMG is paid a monthly primary care
capitation amount for those Phoenix area Participants who select or are assigned to a CMG PCP. Charges will
appear in Employer's standard Bank Account activity data reports at the rates in effect at the time of payment.
Primary care capitation charges are age/sex adjusted and may be amended from time to time. A primary care
capitation rate grid and a list of the services included in the capitation are available upon request and mutually
agreed Non Disclosure Agreement ("NDA").
Primary care services rendered to Participants in Open Access Plans that do not provide for PCP assignment
are charged on a fee schedule basis, as described above.
62
All Medical Products
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
CIGNA HEALTHCARE OF ARIZONA - CIGNA MEDICAL GROUP (CMG) REPRESENTATIVE
FEESCHEDULE OF ROUTINELY PERFORMED.MEDICAL SERVICES EFFECTIVE OCTOBER 1, 2011
(Applicable to all Network and Network POS Products)
CPT Service Code
Service Description
Charge
Sigmoidoscopy, flexible; Diagnostic (combined rate, includes facility fee
45330 $485) $545.81
45378 : Diagnostic Colonoscopy (combined rate, includes facility fee $650) ! $864.79 !
' Chest X-Ray, Pa & Lat . $44.05
71020
74000 ! Abdomen X-Ray (Kub) - $35.63
. .
77057 ! Mammogram, Screening (Bilateral) : $114.03
80053 . Comprehensive Metabolic Panel : $21.95 •
80061 ! Cardiac Risk ! $27.83
82565 Creatinine; Blood ! $10.64
.
82947 ! Glucose, Serum : $8.15
84075 ; Phosphatase, Alkaline,Blood i $10.74
84443 ! Tsh, Assay ; $34.89
84450 : Sgot (Ast) Transaminase ! $10.74
84520 I Bun (Urea Nitrogen)Assay I $8.19
85025 ! CBC and Differential ! $13.33
87086 i Culture, Urine, Colony Ct ; $16.78
88164 i Cytopathology, Slides 1 $21.94
88305 : Surg Path, Gross and Micro I $147.76
92014 .. Eye Exam & Treatment I $158.56
92567 ! Tympanometry
1 $24.32
93000 ! Electrocardiogram, Complete I $28.81
94760 ! Oximetry Single Determination $3.58
95115 : Allergy Injection, Single $14.05
95117 Allergy Injection, Multiple $17.19
99211 Office Visit, Est Min (Md Or Non-Md) $27.86
99212 Office Visit, Est Prob Focused • $58.82
99214 : Office Visit, Est Detailed $95.41
$142.95
99213 ' Office Visit, Est Exp Prob Foc
3 9921 $55.48
Subsequent Hospital Care
. .
99242 ' •Office Consult, Exp Prob Focused, 30 Minutes _ $133.62
Well Exam, Est, 18-39 Years 99395 $136.59
99396 Well Exam, Est; 40-64 Years I $149.26
10/17/2011
63
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
The Urgent Care case rate excluding radiology and laboratory services is $115.
The CMG CareToday (CMG low acuity clinics) visit rate is $59. Lab tests performed at the CMG CareToday facilities
are $10 per service. A complete CMG CareToday fee schedule is available on request.
ASC (Ambulatory surgical center) grouper rates based on 2006 Medicare for facility component of outpatient surgery
services:
Group 1 - $485
Group 2 - $650
Group 3 - $743
Group 4 - $918
Group 5 - $1044
Group 6 - $1202
Group 7 - $1449
Group 8 - $1416
Group 9 - $1950
Unlisted - $743
CMG pharmacy fee schedule:
Brand Name: AWP — 10.56% + $2.75 dispensing fee
Generic: AWP — 35% + $2.75 dispensing fee
Plan charges are reduced by any applicable copayment, coinsurance and/or deductible for service. Services not
identified by CPT code or codes without established RVUs are billed at the 50th Percentile of the Arizona Regional
Medicode Schedule.
10/17/2011
64
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
Exhibit C — Claim Audit Agreement (Sample)
A. WHEREAS, Connecticut General Life Insurance Company ("Connecticut General") desires to cooperate
with requests by (" Employer") to permit an audit for the purposes set forth below;
and
B. WHEREAS, ("Auditor") has been retained by Employer for the purpose of performing
an audit ("Audit") of claims administered by Connecticut General.
WHEREAS, the Auditor and the Employer recognize Connecticut General's legitimate interests in
maintaining the confidentiality of its claim information, protecting its business reputation, avoiding
unnecessary disruption of its claim administration, and protecting itself from legal liability;
NOW THEREFORE, IN CONSIDERATION of the premises and the mutual promises contained herein,
Connecticut General, the Employer and the Auditor hereby agree as follows:
1. Audit Specifications
The Auditor will specify to Connecticut General in writing at least forty-five (45) days prior to
the commencement of the Audit the following "Audit Specifications":
a. the name, title and professional qualifications of individual Auditors;
b. the Claim Office locations, if any, to be audited;
c. the Audit objectives;
d. the scope of the Audit (time period, lines of coverage and number of claims);
e. the process by which claims will be selected for audit;
f. the records/information required by the Auditor for purposes of the Audit; and
g• the length of time contemplated as necessary to complete the Audit.
2. Review of Specifications
Connecticut General will have the right to review the Audit Specifications and to require
reasonable any changes in, or conditions on, the Audit Specifications which may be necessary to
protect Connecticut General's legal and business interests identified in paragraph C above.
3. Access to Information
Connecticut General will make the records/information called for in the Audit Specifications
available to the Auditor at a mutually acceptable time and place.
4. Audit Report
The Auditor will provide Connecticut General with a true copy of the Audit's findings, as well as
of the Audit Report, if any, that is submitted to the Employer. Such copies will be provided to
Connecticut General at the same time that the Audit findings and the Audit Report are submitted
to the Employer.
5. Comment on Audit Report
Connecticut General reserves the right to provide the Auditor and the Employer with its
comments on the findings and, if applicable, the Audit Report.
10/17/2011
65
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
6. Confidentiality
The Auditor understands that Connecticut General is permitting the Auditor to review the claim
records/information solely for purposes of the Audit. Accordingly, the Auditor will ensure that
all information pertaining to individual claimants will be kept confidential in accordance with all
applicable laws and/or regulations. Without limiting the generality of the foregoing, the Auditor
specifically agrees to adhere to the following conditions:
a. The Auditor shall not make photocopies or remove any of the claim records/information
without the express written consent of Connecticut General;
b. The Auditor agrees that its Audit Report or any other summary prepared in connection
with the Audit shall contain no individually identifiable information.
7. Restricted Use of the Audit Information
With respect to persons other than the Employer, the Auditor will hold and treat information
obtained from Connecticut General during the Audit with the same degree and standard of
confidentiality owed by the Auditor to its clients in accordance with all applicable legal and
professional standards. The Auditor shall not, without the express written consent of Connecticut
General executed by an officer of Connecticut General, disclose in any manner whatsoever, the
results, conclusions, reports or information of whatever nature which it acquires or prepares in
connection with the Audit to any party other than the Employer except as required by applicable
law. The Employer and Auditor agree to indemnify and to hold harmless Connecticut General for
any and all claims, costs, expenses and damages which may result from any breaches of the
Auditor's obligations under paragraphs 6 and 7 of this Agreement or from Connecticut General's
provision of information to the Auditor. The Employer authorizes Connecticut General to
provide to the designated Auditor the necessary information to perform the audit in a
manner consistent with all Health Insurance Portability and Accountability Act of 1996
("HIPAA"), Privacy Standards and in compliance with the signed Business Associate
Agreement ("BAA").
S. Termination
Connecticut General may terminate this agreement with prior written notice. The obligations set
forth in Sections 4 through 7 shall survive termination of the Agreement.
10/17/2011
66
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
• Connecticut General Life Insurance Company
By: TO BE SIGNED AT TIME OF AUDIT
Duly Authorized
Print Name:
Title:
Date:
Employer:
By: TO BE SIGNED AT TIME OF AUDIT
Duly Authorized
Print Name:
Title:
Date:
Auditor:
By: TO BE SIGNED AT TIME OF AUDIT
Duly Authorized
Print Name:
Title:
Date:
10/17/2011
67
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
Exhibit D — Privacy Addendum
("Business Associate Agreement")
I. GENERAL PROVISIONS
Section 1. Effect. As of the Effective Date, the terms and provisions of this Addendum
are incorporated in and shall supersede any conflicting or inconsistent terms and
provisions of (as applicable) the Administrative Services Only Agreement and/or Flexible
Spending Account or Reimbursement Accounts Administrative Services Agreement to
which this Addendum is attached, including all exhibits or other attachments to, and all
documents incorporated by reference in, any such applicable agreements. (individually and
collectively any such applicable agreements are referred to as the "Agreement"). This
Addendum sets out terms and provisions relating to the use and disclosure of Protected
Health Information ("PHI") without written authorization from the Individual.
Section 2. Amendment to Comply with Law. Connecticut General, Employer (also
referred to as "Plan Sponsor") and the group health plan that is the subject of the
Agreement (also referred to as the "Plan") agree to amend this Addendum to the extent
necessary to allow either the Plan or Connecticut General to comply with applicable laws
and regulations including, but not limited to, the Health Insurance Portability and
Accountability Act of 1996 and its implementing Administrative Simplification
regulations (45 C.F.R. Parts 142, 160, 162 and 164) ("HIPAA"), also known as the
HIPAA Standards for Electronic Transactions, the HIPAA Security Standards, and the
HIPAA Privacy Rule; the Health Information Technology for Economic and Clinical
Health Act, which was included in the American Recovery and Reinvestment Act of 2009
(P.L. 111-5 ("ARRA")) and its implementing regulations and guidance ("HITECH").
Section 3. Definitions. Certain capitalized terms used in this Addendum are defined in
Article V. Terms used in this Addendum shall have the meanings ascribed to them by
HIPAA and HITECH including their respective implementing regulations and guidance.
If the meaning of any term defined herein is changed by regulatory or legislative
amendment, then this Addendum will be modified automatically to correspond to the
amended definition. All capitalized terms used herein that are not otherwise defined have
the meanings described in HIPAA and HITECH. A reference in this Addendum to a
section in the HIPAA Privacy Rule, HIPAA Security Rule, or HITECH means the section
then in effect, as amended.
II. OBLIGATIONS OF CONNECTICUT GENERAL
Section 1. Use and Disclosure of PHI. Connecticut General may use and disclose PHI
only if such use or disclosure is permitted or required by the HIPAA Privacy Rule,
including the applicable provisions of 45 C.F.R. §164.504(e), is required to satisfy its
obligations or is permitted under the Agreement, and/or is permitted or required by law,
but shall not otherwise use or disclose any PHI. Connecticut General shall not use or
disclose; and shall ensure that its directors, officers and employees do not use or disclose,
PHI in any manner that would constitute a violation of the HIPAA Privacy Rule or
HITECH if done by the Plan, except that Connecticut General may use and disclose PHI
as permitted under the HIPAA Privacy Rule (i) for the proper management and
administration of Connecticut General, (ii) to carry out the legal responsibilities of
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Connecticut General or (iii) to provide Data Aggregation services relating to the health
care operations of the Plan if such services are required under the Agreement.
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Section 2. Receiving Remuneration in Exchange for PHI Prohibited. Effective for
exchanges occurring on or after the date that is six (6) months after the date of the
promulgation of final regulations by the Secretary implementing Section 13405(d) of
HITECH, Connecticut General shall not directly or indirectly receive remuneration in
exchange for any PHI of an Individual, unless the Plan obtained from the Individual, in
accordance with 45 C.F.R. § 164.508, a valid authorization that, in accordance with such
section, specifies whether the PHI can be further exchanged for remuneration by the
entity receiving PHI of that Individual, unless the purpose of the exchange is:
(A) For public health activities (as described in 45 C.F.R. § 164.512(b));
(B) For research (as described in 45 C.F.R. §§ 164.501 and 164.512(i)) and the price
charged reflects the costs of preparation and transmittal of the data for such
purpose;
(C) For the treatment of the Individual, subject to any applicable regulation preventing
PHI from inappropriate access, use, or disclosure;
(D) The health care operation specifically described in the definition of health care
operations in 45 C.F.R. §164.501(6)(iv);
(E) For remuneration provided by the Plan to Connecticut General for activities
involving the exchange of PHI that Connecticut General undertakes on behalf of
and at the request of the Plan pursuant to the Agreement and this Addendum;
(F) To provide an Individual with a copy of his or her PHI pursuant to 45 C.F.R.
§ 164.524; or
(G) Otherwise determined by regulations of the Secretary to be similarly necessary and
appropriate as the exceptions described in subsections (A) through (F), above.
Section 3. • Limited Data Set or Minimum Necessary Standard and Determination.
Connecticut General shall, to the extent practicable, limit its use, disclosure, or request of
Individuals' PHI to the Limited Data Set (as defined in 45 C.F.R. § 164.514(e)(2)) or, if
needed by Connecticut General, to the minimum necessary amount of Individuals' PHI to
accomplish the intended purpose of such use, disclosure, or request and to perform its
obligations under the underlying Agreement and this Addendum. Connecticut General
shall determine what constitutes the minimum necessary to accomplish the intended
purpose of such disclosure. Connecticut General's obligations under this Section 3 shall
be subject to modification to comply with future guidance to be issued by the Secretary.
Section 4. Security Standards. As required by HITECH Section 13401(a), Connecticut
General shall comply with the administrative, physical, and technical safeguards and
standards set out in 45 C.F.R. §164.308, §164.310, and §164.312, and with the policies
and procedures and documentation requirements set out in 45 C.F.R. § 164.316. On and
after the effective date of final regulations issued by the Secretary requiring Connecticut
General's compliance with 45 C.F.R. § 164.314, Connecticut General shall comply with
the organizational requirements set forth at 45 C.F.R. § 164.314, to the extent applicable.
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Section 5. Protection of Electronic PHI. With respect to Electronic PHI, Connecticut
General shall:
(A) Implement administrative, physical, and technical safeguards that reasonably and
appropriately protect the confidentiality, integrity, and availability of the
Electronic PHI that Connecticut General creates, receives, maintains, or transmits
on behalf of the Plan as required by the Security Standards;
(B) Ensure that any agent, including a subcontractor, to whom Connecticut General
provides such information agrees to implement reasonable and appropriate
safeguards to protect it; and,
(C) Report to the Plan any Security Incident of which it becomes aware.
Section 6. Reporting of Violations. Connecticut General shall_ report to the Plan any use
or disclosure of PHI not provided for by this Addendum of which it becomes aware.
Connecticut General agrees to mitigate, to the extent practicable, any harmful effect from
a use or disclosure of PHI in violation of this Addendum of which it is aware.
Section 7. Security Breach Notification. Connecticut General will notify the Plan of a
Breach without unreasonable delay. This notification will include, to the extent known:
i. the names of the individuals whose PHI was involved in the Breach;
ii. the circumstances surrounding the Breach;
iii. the date of the Breach and the date of its discovery;
iv. the information Breached;
v. any steps the impacted individuals should take to protect themselves;
vi. the steps Connecticut General is taking to investigate the Breach, mitigate losses,
and protect against future Breaches; and,
vii. a contact person who can provide additional information about the Breach.
For purposes of discovery and reporting of Breaches, Connecticut General is not the
agent of the Plan or the Employer (as "agent" is defined under common law).
Connecticut General will investigate Breaches, assess their impact under applicable state
and federal law, including HITECH, and make a recommendation to the Plan as to
whether notification is required pursuant to 45 C.F.R. § § 164.404-408 and/or applicable
state breach notification laws. With the Plan's prior approval, Connecticut General will
issue notices to such individuals, state and federal agencies - including the Depai tuient of
Health and Human Services, and/or the media as the Plan is required to notify pursuant
to, and in accordance with the requirements of applicable law (including 45 C.F.R.
§§ 164.404-408). Connecticut General will pay the costs of issuing notices required by
law and other remediation and mitigation which, in Connecticut General's discretion, are
appropriate and necessary to address the Breach. Connecticut General will not be
required to issue notifications that are not mandated by applicable law. Connecticut
General shall provide the Plan with information necessary for the Plan to fulfill its
obligation to report Breaches affecting fewer than 500 Individuals to the Secretary as
required by C.F.R. §164.408(c).
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Section 8. Disclosures to and Agreements by Third Parties. Connecticut General shall
ensure that each agent and subcontractor to whom it provides PHI agrees to the same
restrictions and conditions with respect to such PHI that apply to Connecticut General
pursuant to this Addendum.
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Section 9. Access to PHI. Connecticut General shall provide an Individual with access
to such Individual's PHI contained in a Designated Record Set in response to such
Individual's request in the manner and time required in 45 C.F.R. § 164.524.
Section 10. Availability of PHI for Amendment. Connecticut General shall respond to a
request by an Individual for amendment to such Individual's PHI contained in a
Designated Record Set in the manner and time required in 45 C.F.R. § 164.526, except
that the Plan shall handle any requests for amendment of PHI originated by the Plan, Plan
Sponsor or the Plan's other business associates, such as enrollment information.
Section 11. Modifications to Individual Rights and Accounting of Disclosures.
Connecticut General shall comply with, and shall assist the Plan in complying with,
responding to Individuals' requests to restrict the uses and disclosures of their PHI under
45 C.F.R. § 164.522. This shall include complying with valid requests to restrict the
disclosure of certain PHI in accordance with Section 13405(A) of the HITECH Act. As
required by HITECH, Connecticut General shall provide Individuals with access to
certain PHI in electronic form. Connecticut General shall provide an accounting of
disclosures of PHI to an Individual who requests such accounting in the manner and time
required in 45 C.F.R. §164.528.
Section 12. Requests for Privacy Protection. Connecticut General shall handle requests
by an Individual for privacy protection for such Individual's PH pursuant to the
requirements of 45 C.F.R. § 164.522.
Section 13. Processes and Procedures. In carrying out its duties set forth in Article II,
Sections 9 — 12, above, Connecticut General will implement the Standard Business
Associate Processes and Procedures (the "Processes and Procedures") attached hereto for
requests from Individuals, including the requirement that requests be made in writing, the
creation of forms for use by Individuals in making such requests, and the setting of time
periods for the Plan to forward to Connecticut General any such requests made directly to
the Plan or Plan Sponsor. In addition, Connecticut General will implement the Processes
and Procedures relating to disclosure of PHI to Plan Sponsor or designated third parties.
Section 14. Availability of Books and Records. Connecticut General hereby agrees to
make its internal practices, books and records relating to the use and disclosure of PHI
received from, or created or received by Connecticut General on behalf of the Plan,
available to the Secretary for purposes of determining the Plan's compliance with the
Privacy Rule.
III. TERMINATION OF AGREEMENT WITH CONNECTICUT GENERAL
Section 1. Termination Upon Breach of Provisions Applicable to PHI. Any other
provision of the Agreement notwithstanding, the Agreement may be terminated by the
Plan upon prior written notice to Connecticut General in the event that Connecticut
General materially breaches any obligation of this Addendum and fails to cure the breach
within such reasonable time as the Plan may provide for in such notice; provided that in
the event that termination of the Agreement is not feasible, in the Plan's sole discretion,
the Plan shall have the right to report the breach to the Secretary.
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If Connecticut General knows of a pattern of activity or practice of the Plan, that
constitutes a material breach or violation of the Plan's•duties and obligations under this
Addendum, Connecticut General shall provide a reasonable period of time, as agreed
upon by the parties, for the Plan to cure the material breach or violation. Provided,
however, that, if the Plan does not cure the material breach or violation within such
agreed upon time period, Connecticut General shall terminate the Agreement, if feasible,
at the end of such period.
Section 2. Use of PHI upon Termination. The parties hereto agree that it is not feasible
for Connecticut General to return or destroy PHI at termination of the Agreement;
therefore, the protections of this Addendum for PHI shall survive termination of the
Agreement, and Connecticut General shall limit any further uses and disclosures of such
PHI to the purpose or purposes which make the return or destruction of such PHI
infeasible.
IV. OBLIGATION OF THE PLAN
The Plan will not request Connecticut General to use or disclose PHI in any manner that
would not be permissible under HIPAA or HITECH if done by the Plan.
V. DEFINITIONS FOR USE IN THIS ADDENDUM
"Breach" means the unauthorized acquisition, access, use, or disclosure of Unsecured
PHI which compromises the security or privacy of such information, except where an
unauthorized person to whom such information is disclosed would not reasonably have
been able to retain such information. A Breach does not include any unintentional
acquisition, access, or use of PHI by an employee or individual acting under the authority
of Connecticut General if such acquisition, access, or use was made in good faith and
within the course and scope of the employment or other professional relationship of such
employee or individual with Connecticut General; any inadvertent disclosure from an
individual who is otherwise authorized to access PHI at a facility operated by
Connecticut General to another similarly situated individual at the same facility; and such
information is not further acquired, accessed, used, or disclosed without authorization by
any person.
"Designated Record Set" shall have the same meaning as the term "designated record
set" as set forth in the Privacy Rule, limited to the enrollment, payment, claims
adjudication, and case or medical management record systems maintained by Connecticut
General for the Plan, or used, in whole or in part, by Connecticut General or the Plan to
make decisions about Individuals.
"Effective Date" shall mean the earliest date by which the Plan is required to have
executed a Business Associate Agreement with Connecticut General pursuant to the
requirements of applicable law.
"Electronic Protected Health Information" shall mean PHI that is transmitted by or
maintained in electronic media as that term is defined in 45 C.F.R. § 160.103.
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"Limited Data Set" shall have the same meaning as the term "limited data set" as set
forth in as defined in 45 C.F.R. § 164.514(e)(2).
"Protected Health Information" or "PHI" shall have the same meaning as set forth at
45 C.F.R.§160.103.
"Secretary" shall mean the Secretary of the United States Department of Health and
Human Services.
"Security Incident" shall have the same meaning as the term "security incident" as set
forth in 45 C.F.R. § 164.304.
"Unsecured Protected Health Information" shall mean PHI that is not rendered
unusable, unreadable, or indecipherable to unauthorized individuals through the use of a
technology or methodology specified by the Secretary in the guidance issued under
Section 13402(h)(2) of ARRA.
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XX . Connecticut General Life Insurance Company
XXI Standard Business Associate Processes and Procedures
These Standard Business Associate Processes and Procedures apply to each self -funded group
health plan ("Plan") of an entity ("Plan Sponsor") that has entered or will enter into an
Administrative Services Only Agreement, Flexible Spending Account or Reimbursement
Accounts Administrative Services Agreement and/or Continuation Coverage Services Agreement
(collectively, as applicable, the "Administrative Services Agreement") with Connecticut General
Life Insurance Company ("Connecticut General"). The Plan and Connecticut General are parties
to a Business Associate Agreement/Privacy Addendum. Unless otherwise defined, capitalized
terms have the meaning provided therein, or if not defined in such agreement, as defined in 45
C.F.R. parts 142, 160, 162 and 164 ("I -AAA"), also known as the HIPAA Standards for
Electronic Transactions, the HIPAA Security Standards, and the HIPAA Privacy Rule and/or the
Health Information Technology for Economic and Clinical Health Act, which was included in the
American Recovery and Reinvestment Act of 2009 (P.L. 111-5 ("ARRA")).
Section 1. Access to PHI. When an Individual requests access to PHI contained in a Designated
Record Set and such request is made directly to the Plan or Plan Sponsor, the Plan shall forward
the request to Connecticut General within five (5) business days of such receipt. Upon receipt of
such request from the Plan, or upon receipt of such a request directly from an Individual,
Connecticut General shall make such PHI available directly to the Individual within the time and
manner required in 45 C.F.R. § 164.524. The Plan delegates to Connecticut General the duty to
determine, on behalf of the Plan, whether to deny access to PHI requested by an Individual and
the duty to provide any required notices and review in accordance with the HIPAA Privacy Rule.
Section 2. Availability of PHI for Amendment.
(a) When an Individual requests amendment to PHI contained in a Designated Record Set, and
such request is made directly to the Plan or Plan Sponsor, within five (5) business days of
such receipt, the Plan shall forward such request to Connecticut General for handling, except
that the Plan shall retain and handle all such requests to the extent that theypertain to
Individually Identifiable Health Information (such as enrollment information) originated by
the Plan, Plan Sponsor, or the Plan's other business associates. Connecticut General shall
respond to such forwarded requests as well as to any such requests that it receives directly
from Individuals as required by 45 C.F.R. § 164.526, except that Connecticut General shall
forward to the Plan for handling any requests for amendment of PHI originated by the Plan,
Plan Sponsor, or the Plan's other business associates.
(b) With respect to those requests handled by Connecticut General under subparagraph (a)
above, the Plan delegates to Connecticut General the duty to determine, on behalf of the
Plan, whether to deny a request for amendment of PHI and the duty to provide any required
notices and review as well as, in the case of its determination to grant such a request, the
duty to make any amendments in accordance with the terms of the Privacy Rule. In all other
instances, the Plan retains all responsibility for handling such requests, including any
denials, in accordance with the HIPAA Privacy Rule.
(c) Whenever Connecticut General is notified by the Plan that the Plan has agreed to make
an amendment pursuant to a request that it handles under subparagraph (a) above,
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Connecticut General shall incorporate any such amendments in accordance with 45 C.F.R.
§ 164.526.
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Section 3. Accounting of Disclosures. When an Individual requests an accounting of
disclosures of PHI held by Connecticut General directly to the Plan or Plan Sponsor, the Plan
shall within five (5) business days of such receipt forward the request to Connecticut General to
handle. Connecticut General shall handle such requests, and any such requests for an accounting
of disclosures received directly from Individuals, in the time and manner as required in 45 C.F.R.
§ 164.528.
Section 4. Requests for Privacy Protection. Connecticut General shall handle Individuals'
requests made to it for privacy protection for PHI in Connecticut General's possession pursuant to
the requirements of 45 C.F.R. § 164.522. The Plan shall forward to Connecticut General to handle
any such requests the Plan receives from Individuals that affect PHI held by Connecticut General.
Section 5. General Provisions Regarding Requests. Connecticut General may require that
requests pursuant to Sections 1 through 4 above be made in writing and may create forms for use
by Individuals in making such requests. When responding to an Individual's request as provided
above, Connecticut General may inform the Individual that there may be other "protected health
information" created or maintained by the Plan and/or the Plan's other business associates and not
included in the Connecticut General's response. Connecticut General shall not be responsible for
performing any duties described in the Business Associate Agreement with respect to any such
other "protected health information." In carrying out its duties set forth herein, Connecticut
General may establish such additional procedures and processes for requests from Individuals as
permitted by the Privacy Rule.
Section 6. Disclosure of PHI to the Plan Sponsor. To the extent that the fulfillment of
Connecticut General's obligations under the Administrative Services Agreement requires
Connecticut General to disclose or provide access to PHI to Plan Sponsor or any person under the
control of Plan Sponsor (including third parties), Connecticut General shall make such disclosure
of or provide such access to PHI only as follows:
(i) Connecticut General shall disclose Summary Health Information to any employee or
other person under the control of Plan Sponsor (includingthird parties) upon the Plan
Sponsor's written request for the purpose of obtaining premium bids for the provision of
health insurance or HMO coverage for the Plan or modifying, amending or terminating
the Plan; and
(ii) If the Plan elects to provide PHI to the Plan Sponsor, Connecticut General shall disclose
or make available PHI, other than Summary Health Information, at the written direction
of the Plan to only those employees or other persons identified in the Plan documents and
under the control of Plan Sponsor solely for the purpose of carrying out the Plan
administration functions that Plan Sponsor performs for the Plan. Such employees or
other persons (including third parties) will be identified by the Plan in writing (by name,
title, or other appropriate designation) to Connecticut General as a condition of disclosure
of PHI pursuant to this Section 6(ii). The Plan may modify such list from time to time by
written notice to Connecticut General.
Section 7. Disclosures of PHI to Third Parties. Upon the Plan's written request, Connecticut
General will provide PHI to certain designated third parties who assist in administering the Plan
and who are authorized by the Plan to receive such information solely for the purpose of assisting
in carrying out Plan administration functions ("Designated Third Parties"). Such parties may
include, but are not limited to, third -party administrators, consultants, brokers, auditors, successor
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administrators or insurers, and stop -loss carriers. As a condition to providing PHI to a
Designated Third Party; Connecticut General may require that the Plan have a business associate
agreement (within the meaning of the Privacy Rule) with such Designated Third Party.
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Exhibit E - ConditionalClaim/Subrogation Recovery Services
I. Plans Without Connecticut General Stop Loss Coverage
If Employer has not purchased individual or aggregate stop loss coverage from Connecticut
General or an affiliate with respect to its self -funded employee welfare benefit plan:
A. All conditional claim payment and/or subrogation recoveries under the Plan will be
handled by the entity checked below;
Employer
An independent recovery vendor whose name and address follow:
Connecticut General and its subcontractor(s)
B. If Employer has designated Connecticut General and its subcontractors to act as its
recovery agent in paragraph I.A. above, then:
i. Employer hereby confers upon Connecticut General and its subcontractors'
discretionary authority to reduce recovery amounts by as much as fifty percent
(50%) of the total amount of benefits paid on Employer's behalf, and to enter into
binding settlement agreements for such amounts.
ii. In the event a settlement offer represents a reduction greater than the percentage
identified above, Connecticut General and its subcontractors should seek
settlement advice from:
Name:
Title:
Address:
Telephone:
iii. All amounts reimbursed to Employer's Bank Account shall be refunded at the
gross amount. Connecticut General's and it subcontractors' subrogation
administration fee on cases where Connecticut General and its subcontractors'
have retained counsel and in cases where no counsel has been retained by
Connecticut General and its subcontractors are both reflected in the Schedule of
Financial Charges.
C. Except where agreed to by Connecticut General and Employer, Connecticut General and
its subcontractors shall have no duty or obligation to represent Employer in any litigation
or court proceeding involving any matter which is the subject of this Agreement, but shall
make available to Employer and/or Employer's counsel such information relevant to such
action or proceeding as Connecticut General and its subcontractors may have as a result
of its handling of any matter under this Agreement.
D. In the event Employer purchases individual or aggregate stop loss coverage from
Connecticut General or an affiliate with respect to its self -funded employee welfare
benefit plan at any time during the life of this Agreement, the provisions of paragraph II.,
below, shall control.
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II. Plans with Connecticut General Stop Loss Coverage
If Employer has purchased individual or aggregate stop loss coverage from Connecticut General
or an affiliate with respect to its self -funded employee welfare benefit plan:
A. Connecticut General and its subcontractors shall have the right and responsibility to
manage all conditional claim payment and/or subrogation recoveries under the Plan.
Connecticut General and its subcontractors shall reimburse to the Plan the recovery
minus relevant individual and aggregate stop loss payments made by Connecticut
General.
B. All amounts reimbursed to Employer's Bank Account shall be refunded at the gross
amount. Connecticut General's and its subcontractors' subrogation administration fee on
cases where Connecticut General and its subcontractors' have retained counsel and in
cases where no counsel has been retained by Connecticut General and its subcontractors,
are both reflected in the Schedule of Financial Charges.
C. Connecticut General and its subcontractors shall have no duty or obligation to represent
Employer in any litigation or court proceeding involving any matter which is the subject
of this Agreement but shall make available to Employer and/or Employer's counsel such
information relevant to such action or proceeding as Connecticut General and its
subcontractors may have as a result of its handling of any matter under this Agreement.
Notwithstanding the foregoing, Connecticut General and its subcontractors reserve to
itself the right to retain counsel to represent Connecticut General's own interests in any
subrogation and/or conditional claim recovery action under the Plan.
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Exhibit F — California Transfer Addendum to ASO Agreement
The following provisions are applicable.to that portion of the Plan that covers California
Members under a managed care coverage option utilizing a provider network established by
CIGNA HealthCare of California, Inc. or its affiliates ("CHC"), and the Agreement is hereby
modified accordingly. These provisions are added for the purpose of ensuring compliance with
California regulatory requirements which are applicable when the provider network includes
capitated providers.
1. California Banking Arrangements
a. In addition to the Bank Account(s) required to be established under Section 3, a
separate Citibank, N.A., program account (the "CHC Program Account") will be
established by CHC for the purpose of funding all in -network benefits.
b. Employer shall, through a bank of its choice, periodically fund the CHC Program
Account as described in the CHC Group Service Agreement ("GSA").
2. California Contracting Requirements
a. CHC shall issue to Employer a GSA. In -network services under the Plan for
California Members shall be provided by CHC pursuant to this GSA.
3. Funding
a. In addition to any other charges payable by Employer to Connecticut General for the
performance of services under this Agreement, Employer shall pay to Connecticut
General any amounts funded by Employer through the CHC Program Account
which CHC is required to return to Employer pursuant to the Return of Payments
provision of the GSA. In recognition of its obligation to fund benefits under this
Administrative Services Agreement, Employer authorizes and directs CHC to pay
over any such amounts directly to Connecticut General. Such amounts shall be held
by Connecticut General to be paid to CHC in the event CHC seeks to recover from
Employer any prior years' Losses under the Loss Recovery provision of the GSA. In
the event that the GSA terminates at a time when Connecticut General is still
holding amounts paid by CHC under the Return of Payments provision, such
amounts shall be considered additional compensation owed to Connecticut General
for services provided pursuant to this Administrative Services Agreement.
b. From the amounts paid to Connecticut General pursuant to the preceding subsection,
Connecticut General shall pay to CHC any amounts which Employer may be
required to pay to CHC under the "Loss Recovery" provision of the GSA.
4. Stop Loss Coverage
a. All amounts funded by Employer through the CHC Program Account shall be
considered as benefit payments under the Plan for purposes of any stop loss
policy issued to the Employer by a CIGNA company with respect to the Plan,
including amounts in excess of the Maximum Premium amount reflected in
the GSA.
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EXHIBIT B
PROVIDER PROPOSAL RESPONSE AS TO TERMS &
CONDITIONS
From: Serrani, Pamela 300[mailto:PAMELA.SERRANI@CIGNA.com]
Sent: Wednesday, September 21, 2011 4:50 PM
To: Ellis, Calvin
Cc: Sanchez, Yesenia 300; Evelyn, Scott E 300; Martinez, Johnny; Bravo, Alice; Bru, Julie
Subject: Re: City of Miami - Extension Terms
Calvin, thank you very much for.this information. All is.accurate. We look forward to continuing
our relationship with The City of Miami. Any questions, please feel free to call me. Thanks again,
Pam
From: Ellis, Calvin_<cellis@miamigov.com>
To: Serrani, Pamela 300
Cc: Sanchez, Yesenia 300; Evelyn, Scott E 300; Martinez, Johnny
<johnnymartinez@miamigov.com>; Bravo, Alice <abravo@miamigov.com>; Bru, Julie
<JOBru@miamigov.com>
Sent: Wed Sep 21 16:44:45 2011
Subject: RE: City of Miami - Extension Terms
Dear Ms. Serrani;
Thank you for the clarification and correction concerning the renewal terms in regard to
the Stop Loss program for the City of Miami's 2012 and 2013 renewal period. Noting
the correction in regard to item #5 below, this correspondence serves to memorialize the
City of Miami's acknowledgement and acceptance, pending City Commission approval,
of the renewal terms and conditions under the existing contract as amended by the
attached proposal, and to acknowledge the City's intent to extend the contract with •
CIGNA for an additional 2-year period in regard to the administrative services of the
• City's employee benefit healthcare plan. As a result of the favorable terms that include
but are not limited to:
1) 100% pass -through of all pharmacy rebates for plan years 2011, 2012 and 2013
2) $200,000 wellness credit per year for two years
3) Payment of independent auditing fees not to exceed $25,000 per year for two years
4) 10% reduction in administrative fees
5) The Individual Stop Loss (ISL) renewal premium rate for 2012 will increase from
$46.05 to $53.41 per participant per month with the individual pooling level
increasing from $200,000 to $215,000. For the 2013 renewal, the individual pooling
level will remain at $215,000 and the increase in premiums, if any, will be capped at
10%.
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we are strongly recommending the ap royal by the City Commission and are expecting to
have their approval at"the October 13` City Commission meeting.
In regard to the Stop Loss coverage, the City has a separate contract with CIGNA and we
have already initiated action to extend the contract separately based on the terms and
conditions set forth in the attached proposals. The City's Procurement/Purchasing
Department is already in the process of issuing the notification of the extension.
In regard to the City's Dental. plan, we have asked our Law department to opine whether
a competitive process as promulgated by Florida Statute 112.08 applies. If they respond.
affirmatively, we will move to issue an RFP for the Dental Plan as soon as possible. As
such, the City's intention to extend the A.SO agreement does not currently include the
• Dental plan.
We are looking forward to continuing our working relationship with CIGNA and your
team. -
If you have any questions regarding this matter, please feel free to contact me.
Respectfully,
Calvin Ellis
Director •
Risk Management Department
(305) 416-1757 Phone
(305) 416-1760 Fax
cellisna,miamigov.com
From: Serrani, Pamela 300 [mailto:PAMELA.SERRANI@CIGNA.com]
Sent: Friday, July 22, 2011 3:39 PM
To: Ellis, Calvin
Cc: Martinez, Johnny; Bravo, Alice; Watkins, Zari; Sanchez, Yesenia 300
Subject: FW: City of Miami - Extension Terms
Good afternoon Calvin, please refer to CIGNA responses below to your terms and
conditions request for a 2 year extension on the City of Miami Medical account. We look
forward to continuing our strong relationship and partnership with the City. Please advise
if the terms and conditions are acceptable including the process and timing. This
Proposal is valid for 60 days from its original date of release, July 22, 2011. Please do not
hesitate to call me with questions. Thank you again for this opportunity. Pam
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From: Ellis, Calvin [mailto:cellis@miamigov.com]
Sent: Tuesday, July 19, 2011 9:06 PM
To: Serrani, Pamela 300
Cc: Martinez, Johnny; Bravo, Alice; Watkins, Zari
Subject: City of Miami - Extension Terms
Dear Pam,
As you are aware, the City of Miami's contract with Cigna is set to expire this year and
there are no additional extension options remaining to be exercised. As a matter of due
course the Risk Management Department has been preparing for the RFP process with
the assistance of the Purchasing Department. It was strongly suggested that the City
initiate a dialogue with CIGNA to determine if suitable terms and conditions could be
established prior to the expiration of the current contract and to warrant the deferment of
the RFP process for a period of time. We are certain that you are well aware of the
financial strain that the City of Miami has been experiencing and continues to experience
as a result of the challenging economic conditions both at the regional and local level.
Like many other municipalities, the continued escalation of healthcare and pension costs
coupled with declining property values and associated revenues continue to present
historical challenges for the City of Miami. We are confident, based on the City's 17
year relationship with CIGNA that is representative of a true partnership, that CIGNA
will assist the City in every way possible to control its costs associated with providing
healthcare benefits to its employees and their dependents.
As a result of your meeting with City representatives, we are proposing the following
terms and conditions for a two year contract extension:
1. ASO Fees: 10% reduction in the first year of the extension and a flat fee
renewal in the second year of the extension period.
We will agree to a 10% decrease to current administrative fees. Total admin
fee now at S21.80 PEPM . Proposal attached. Savings - $84,837
2. Medical Stop Loss: CIGNA is to provide a guaranteed claim pick with a
maximum cap on premium increases over the 2 year extension
Providing . a renewal planner option on stop loss would increase the
SL 10%. CIGNA will absorb that 10%. By adding that option,
tiered pooling needs to change to $215K/$315K. The ISL fee is $53.41
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
PEPM for 2012 . We did not laser any claims for 2012 and agree not to laser
any claimsfor 2013. You can expect'a Medical trend increase for 2013 of
approximately 10%. In addition , we will lower the ASL corridor from
125% to 1.20%, holding the ASL fee at $2.88 PEPM . Proposal attached .
3. Pharmacy Benefits: CIGNA will provide a 100% refund of Rx rebates for
2011 on generic, brand, non -preferred and mail order
prescriptions with full transparency
Agree to 100% refund of all RX Rebates for 2011, 2012 and 2013.
Based on 1st quarter claims, the estimated rebates are as follows:
2011 - $643,911
2012 - $625,010
2013 - $659,965
4. CIGNA Care Network: Utilization of CIGNA's high performance network
will result in a guaranteed 3.5% decrease for using high
performance specialists
We are unable to provide a guarantee on the CIGNA Care Network as
we cannot force members to utilize those providers. We certainly
will educate your members as to the advantage of these high performing
specialists.
5. Wellness: CIGNA is to direct $10 PEPM to a Wellness Fund with
broadened terms
We will agree to a $200K wellness .
6. Wellness: CIGNA is to provide for biometric testing of eligible participants
by a vendor of the City's choice
Please refer to our response to question 5.
7. Dependent Eligibility Audit: CIGNA is to provide for a dependent
eligibility audit for the 2012 plan year
CIGNA suggests a letter to all employees with dependents advising
that ineligible dependents must be taken off the plan within 30 days or
prosecution could occur. CIGNA will assist City of Miami with that letter.
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
8. CIGNA is to provide for an independent audit of perfoinnance guarantees
and Rx rebates
We will agree to provide up to 25K for the City to hire an
independent auditor.
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
9. The 2-year extension term will not include the City's Rx program and the City
reserves the right to complete'anRFP for the pharmacy
Benefits management program
In order for CIGNA to provide all of the above, Pharmacy must
remain with CIGNA for 2 years (2012 and 2013).
We will look forward to continue working with CIGNA. If you have any questions and
would like further our dialogue in this matter, please contact me.
Respectfully,
Calvin Ellis.
Director
Risk Management Department
. (305) 416-1757 Phone
(305) 416-1760 Fax
cellisamiamigov.com
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
EXHIBIT C
PROPOSED RENEWAL TERMS AND CONDITIONS
A. General Terms of this Renewal Proposal
CIGNA HealthCare is pleased to present this proposal for renewal for an Administrative Services
Only group medical, pharmacy, and behavioral health benefit plan (the "Plan") sponsored by the
City of Miami. This proposal is valid for 60 days from its original date of release, 07/22/2011. Any
revisions or updates made to this proposal will not renew this valid timeframe unless expressly
communicated by CIGNA HealthCare.
Renewal Caveats
CIGNA HealthCare may revise or withdraw this renewal proposal if:
• there is a change to the effective date of the quote
• Plan modifications are requested
• there is a change in law, regulation, tax rates, or the application of any of these that
affects CIGNA HealthCare's costs
• less than 200 employees or less than 70% of total eligible employees enroll in the Plan
• enrollment increases or decreases by 10% or more, by product, from the enrollment
assumptions used in establishing the rates and/or fees set forth herein.
• commissions are requested to be different than $0.00 PEPM, and 0% of Stop Loss rates
• it is requested to interface with a third party vendor
• administration of the Plan will require more than the following:
o Billinglines: 64
o Billing and Claim Branch Benefit Options: 32
• it is not the exclusive provider of Medical / Pharmacy / Vision or like products for all of the
City of Miami's employees in all worksites
• the experience Protection Benefit has a pooling point other than tiered
$215,000/$315,000
• it is requested to provide stop Toss coverage different than what is outlined in the case
specific Stop Loss proposal output provided by the Stop Loss Underwriter.
• there is any reimbursement arrangement ("gap" cards, etc.) that subsidizes or reduces
the out-of-pocket obligation of covered persons under the policy.
References in this Proposal to the average wholesale price, or "AWP," of pharmaceutical products
are based on the AWPs as published by First Data Bank, Medi-Span or other alternative,
industry -accepted, publication reasonably designated by CIGNA HealthCare. In the event of any
change in the markup, methodologies, processes, or algorithms underlying the published AWP(s),
or if CIGNA HealthCare chooses to benchmark different than AWP or chooses a different source
for the AWP, CIGNA HealthCare may adjust any or all of the AWP-based charges to reflect the
economics of this proposal prior to such change.
B. Scope and. Application of this Proposal
Unless otherwise indicated, this Proposal:
• assumes that the group health plan or health insurance coverage to which this proposal
applies will not be a "grandfathered health plan" under the Patient Protection and
Affordable Care Act (the "Act") and that it will be subject to all requirements of the Act
applicable to a group health plan or health insurance coverage unless otherwise specified
in writing.
• assumes applicable requirements of the Patient Protection and Affordable Care Act will
be implemented on the effective date/renewal date unless you direct otherwise.
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
• supersedes and renders null and void any prior CIGNA HealthCare offer or proposal with
respect to the Plan
• presents financial terms that must be accepted on a packaged basis
• reflects the claims and administrative savings realized by packaging the following
specialty coverages with medical: Pharmacy, Stop Loss, and Behavioral Advantage
• includes capitated charges for the provision of certain in -network benefits (i.e. behavioral
care services arranged by CIGNA Behavioral Health, Inc. and chronic condition/disease
management fees on Network and Network POS coverages). However, this may not
apply in certain states, nor in connection with Medicare Supplement plans.
• Tufts Health Plan ("THP") will participate in the administration of the plan by making
available its network of participating providers in Massachusetts and Rhode Island and
adjusting the amount of submitted claims for Covered Services provided by these
participating providers to reflect the appropriate discount. For these services, THP is paid
either (i) through a direct charge included in the Network Access Fee, or (ii) through a
charge to the benefit payment account equal to 3% of the savings resulting from
application of its contracted discounts for each re -priced claim resulting in a benefit
payment.
• notwithstanding the foregoing guarantee, CIGNA may revise any administrative charges
at any time if CIGNA is (i) required to pay any assessment, or (ii) incur additional costs
in administering the contract as a result of the Patient Protection and Affordable Care Act
and the regulations promulgated there under.
• contains a savings amount of $0.75 PEPM which will be applied to the stop loss rate
contained within this quote in the event that both the incentive -based CIGNA HealthCare
Healthy Pregnancy, Healthy Babies program and CIGNA HealthCare Comprehensive
Oncology program are elected in conjunction with CIGNA HealthCare Stop Loss.
• includes the Network Savings Program (NSP) and other bill negotiation.
• excludes charges for converting a qualified member of a group plan to an individual plan.
• includes the provision of HIPAA Certificates of Creditable Coverage to members. If you
choose to opt -out of this service, $.15 per employee will be deducted from your fees and
you will be responsible for this function which is required under federal law.
• includes a maximum reimbursable charge for out -of -network coverage equal to 110% of a
fee schedule developed by CIGNA HealthCare based upon a methodology similar to that
used by Medicare to determine the allowable fee for similar services in the geographic
market or 80th percentile of charges made by providers of such service or supply in the
geographic area where the service is received.
• Includes CIGNA Renewal Planner Option
90
Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
EXHIBIT D
INSURANCE REQUIREMENTS
II. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $ 2,000,000
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
III. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
IV. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
V. Employer's Liability
A. Limits of Liability
$100,000forbodily injury caused by an accident, each accident
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
VI. Professional Liability/Errors and Omissions Coverage
Combined Single Limit
Each Claim $1,000,000
General Aggregate Limit $1,000,000
Deductible- not to exceed 10%
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer not less than (30) days prior to any
such cancellation or material change.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A" as to management, and no less than "Class V"
as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M.
Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of
insurance are subject to review and verification by Risk Management prior to insurance
approval.
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
EXHIBIT E
RATE OF COMPENSATION
From: Sanchez, Yesenia 300 [mailto:YESENIA.SANCHEZ@CIGNA.com]
Sent: Monday, October 03, 2011 4:31 PM
To: Ellis, Calvin; Serrani, Pamela 300
Subject: RE: City of Miami - Two Year Contract Terms
Hi Calvin,
For 2012, the annual cost for both Admin & Access fees based on 3,243 employees will be
$1,355,743.20.
Admin fees alone for 2012 would be $848,368.80 for the entire year again based on 3,243
employees.
For the two year period, assuming no changes to the 3,243 employee count the total for admin &
access fees would be $2,711,486.40.
Admin fees alone for the two year period would be $1,696,737.60.
Stop Loss costs for 2012 based on 3,243 employee count would be $2,190,581.64 and this is for
both ISL & ASL.
For 2013, the Stop Loss renewal will be capped at a 10% increase.
Thanks,
Yesi
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Customer Name: City of Miami
Administrative Services Only DRAFT Agreement
EXHIBIT F
CORPORATE RESOLUTIONS
AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN
FLORIDA
(To be provided upon document execution)
94