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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 1 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: 2 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". 3 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. 4 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 6 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. 7 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 8 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 9 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 10 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. 11 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. 12 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 13 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 14 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: 15 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 16 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 17 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. 18 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 19 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. 20 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. 31 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 Administrative Services Only DRAFT Agreement 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 36 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. 37 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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 68 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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. 69 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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. 70 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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). 71 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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. 72 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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. 73 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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. 74 Customer Name: City of Miami Administrative Services Only DRAFT Agreement "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. 75 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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, 76 Customer Name: City of Miami Administrative Services Only DRAFT Agreement Connecticut General shall incorporate any such amendments in accordance with 45 C.F.R. § 164.526. 77 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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 78 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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. 79 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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. 80 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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. 81 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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. 82 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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%. 83 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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 84 Customer Name: City of Miami Administrative Services Only DRAFT Agreement 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 85 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. 86 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. 87 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 88 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. 89 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 91 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. 92 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 93 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