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Exhibit-SUB
THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida and Connecticut Health and Life Insurance Company This Professional Services Agreement ("Agreement") is entered into this day of , 2013 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 Health and Life Insurance Company (Cigna), ("PROVIDER") a Connecticut domiciled life and health insurance company licensed to do business in Florida whose principal address is 900 Cottage Grove Road, Bloomfield, CT 06002. RECITALS: WHEREAS, the City of Miami issued a Request for Proposal No. 369325 on July 12, 2013 (the "RFP" attached hereto, incorporated hereby, and made a part of as Exhibit A) for the provision of administrative services to City's Group Benefit Health Plan, ("Services" as more fully set forth in the Administrative Services Only Agreement between the City and Provider together with its associated schedules and exhibits and attached hereto as Exhibit B (the "Administrative Services Only Agreement")) for the Risk Management Department, Provider's proposal ("Proposal", attached hereto, incorporated hereby, and made part of hereof as Exhibit C), the Insurance Requirements (attached hereto as Exhibit D), Provider's compensation ("Schedule of Financial Charges" as specifically set forth and attached hereto as Exhibit E), Provider's Corporate Resolution (attached hereto as Exhibit F), and Provider's Stop Loss Insurance Policy for the issuance of Stop Loss Insurance coverage ("Stop Loss Insurance Policy" attached hereto as Exhibit G), in response thereto, has been selected as the most qualified proposal for the provision of the Services. Group Benefit Health Plan 0 07E_ Qc(flib,-( THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. WHEREAS, the Evaluation Committee appointed by the City Manager determined that the Proposal submitted by the Provider was responsive to the RFP requirements and recommended that the City Manager negotiate with the Provider; 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 terms and condition set forth herein. WHEREAS, the City desires that the Provider issue a Stop Loss Insurance policy to the City that will be subject solely to the terms and condition set forth in such policy for the initial year and to applicable law, and that will be renegotiated with Provider annually. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: Group Benefit Health Plan 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The City's RFP and related addendums are hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Administrative Services Only Agreement is hereby incorporated into and made a part of this Agreement as attached Exhibit "B". The Provider's Response to the RFP dated, August 8, 2013, is hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The Provider's Compensation is hereby incorporated into and made a part of this Agreement as attached Exhibit "D" Schedule of Financial Charges. The insurance requirements are hereby incorporated into and made a part of this Agreement as attached Exhibit "E". The Provider's Certificate of Insurance evidencing compliance with the City's insurance requirements is also hereby incorporated into and made a part of this Agreement as Exhibit "E". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows: (1) Provider's Professional Services Agreement ("PSA") with the attached exhibits B, C and D (2) Addenda/Addendum to the Request for Proposals; (3) Request for Proposals; and Provider's response to the Request for Proposals. 2. TERM: The initial term of this Agreement shall commence on the January 1, 2014 and shall continue in effect for a tenn of five (5) years ending on December 31, 2018. Group Benefit Health Plan THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 3. OPTION TO EXTEND: The City, acting administratively through its City Manager, and subject to the termination provisions hereof, shall have two (2) option(s) to extend the term hereof for a period of three (3) years each, subject to availability, allocation and appropriation of funds and satisfactory performance by the Provider in the opinion of the City Manager. The City shall exercise its right to extend the term hereof by giving Provider at least thirty (30) days written notice prior to the expiration of the previous term. City Commission approval shall not be required as long as the total extended term does not exceed a total extended term of six (6) years. The total term of the Agreement cannot exceed eleven (11) years inclusive of these two Options to Extend. 4. SCOPE OF SERVICES: A. Provider agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit "B" Services, 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 and will maintain all qualifications, licenses as required by applicable laws and regulations , 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 peimits, fees, occupational licenses, 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 term hereof, fully qualified, properly licensed if so required by applicable law, and trained to perfoim the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit Group Benefit Health Plan 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "B"; 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. C. Provider shall at all times provide fully qualified, properly licensed if so required by applicable law, 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. 5. COMPENSATION: A. The amount of compensation payable by the City to the Provider shall be pursuant to the rates and schedules described in Exhibit "D" Schedule of Financial Charges, hereto, which by this reference is incorporated into and made a part of this Agreement. B. Payment of charges that are not paid as Bank Account Payments (as defined in the Administrative Services Only Agreement) shall be made in arrears within thirty (30) 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 provided that City shall at all times comply with its obligations to fully fund the bank account in accordance with Exhibit B. 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. Group Benefit Health Plan 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. D. With respect to the Stop Loss Insurance Coverage, the severability of the insurance coverage from the Administrative Services Only (ASO) and terms and conditions is recognized by both parties. It is mutually agreed that the Provider will issue a Stop Loss Insurance Policy to City on mutually agreed upon teinis and conditions for 2014 plan year which will be governed solely by applicable law and the provisions of such Stop Loss Insurance policy and shall not be subject to the teiiiis of this Professional Services Agreement. It is mutually agreed that the Parties will negotiate terns and conditions for Stop Loss Insurance annually each year following 2013 and will be subject to underwriting approval. Furthermore, given the severability of the Stop Loss Insurance Coverage which includes the payment of an annual insurance premium, a purchase order will be foinially approved and issued for the payment of the Stop Loss Insurance premiums by the Director of Procurement. 6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, 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 terms 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 determines copies of such records are necessary subsequent to the telinination of this Agreement; however, in no way shall the confidentiality as permitted Group Benefit Health Plan 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. Provider acknowledges that nothing herein shall impair any ownership interest the City of Miami has with respect to eligibility, claim and other Plan -related infolination ("Plan Infoiivation") provided, however, that: (i) The City of Miami shall make available to Provider and Provider may possess and use all such Plan Information as Provider may reasonably require for purposes of administering the Plan and that Provider may maintain such information in accordance with its record retention policy; City's ownership shall not extend to any of Provider's business records, including, without limitation to the extent such business records incorporate Plan Information recorded for or otherwise integrated into Provider's data processing systems in the ordinary course of business; (iii) Subject to compliance with Chapter 119, Florida Statutes, The Public Records Act, as amended, the City of Miami acknowledges that Plan Infoiiiiation reflecting the reimbursement rates or other terms under Provider's agreements with Provider's participating providers/arrangers of health care services/supplies is the proprietary infoimation of Provider and shall be used solely for the purpose of administering the Plan or as otherwise required by law and that such proprietary information shall not be released to any third party without Provider's written consent and subject to a non -disclosure agreement from the third party that is satisfactory to Provider, and Group Benefit Health Plan 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (iv) Such ownership shall not be interpreted to require Provider to divulge to the City of Miami any Plan Information or other information that Provider reasonably believes it cannot divulge to the City of Miami due to applicable state and/or federal privacy laws and /or regulations. 7. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Subject to the Claim Audit provision of the Administrative Services Only Agreement and Provider's confidentiality procedures and guidelines, 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 subject to the claim audit provisions contained herein. The City may, at reasonable times, subject to claim audit provisions 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 Provider's claims administration services 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. Group Benefit Health Plan THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. In regard to Administrative Services Only (ASO Services), claims audits are peiinitted in accordance with and subject to the following terms: (i) Upon 45 days advance written request, documents relating only to claims administration services shall be made available to the City of Miami for its audit or inspection. The City of Miami will designate with Cigna's consent, an independent, and a third party auditor to conduct the audit. The City of Miami and Cigna will agree upon the date for the audit during regular business hours at Cigna's office(s). (iv) The City of Miami may review payment documents relating to a random, statistically valid sample of 225 paid claims. (v) The scope of the audit may include types of claims prone to overpayments provided that 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 on statistical projections or extrapolations. Audits are to be completed pursuant to the temis of Cigna's Claim Audit Agreement executed by all parties. (viii) No audit shall review claims paid more than two years before the date of the audit. B. To the extent required by and in accordance with the provisions of applicable law, including, without limitation Section 18-101 and 18-102 of the Code of the City of Miami, Group Benefit Health Plan 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Florida, as same may be amended or supplemented, from time to time, (1) the City may, at reasonable times during the term hereof, inspect the Provider's facilities and perform such tests, as the City deems reasonably necessary, to detelinine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the Administrative Services Agreement, if applicable; and (2) 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, inspections and audits shall be subject to, and made in accordance with the provisions of Section 18-101 and 18-102, as amended, 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. 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, as amended, the Public Records Act, and agees to allow access by the City and the public to all documents to the extent subject to disclosure under applicable laws. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Ageement by the City; provided that City remains liable for its Group Benefit Health Plan 10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. obligations to fund claims and pay all other amounts required to be paid pursuant to the Administrative Services Only Agreement that are incurred or accrue as of or prior to the effective date of the termination or during any applicable Run -Out period but not for any amounts incurred or accruing after the effective date of termination that is not the result of a run - out period. The Run -Out period is the specified period of time after a claim has been incurred and following a plan termination in which the claim can continue to be adjudicated and processed. Pursuant to the attached ASO Agreement, the Run -Out period for medical claims shall not exceed twelve (12) months and the run -out period for phaitilacy claims shall not exceed three (3) months. No new claim expenses may be incurred during the Run -Out period. B. To the extent required by § 119.0701 Fla. Stat. (as same may be amended or supplemented, from time to time) Provider must comply with the Florida public records laws, specifically the Provider must: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically Group Benefit Health Plan 11 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. must be provided to the public agency in a format that is compatible with the infoilnation technology systems of the public agency. C. Should Provider deteiiiiine 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 "Indemnitces") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any 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 Group Benefit Health Plan 12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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, 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 foiiiier 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 perfoiiiiance 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. . Provider's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the teiinination 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 or expiration of this Agreement, as applicable. Group Benefit Health Plan 13 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Nothing contained herein intended nor shall be construed to waive the City's rights and immunities under Florida Statute 768.28 as amended from time to time. 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. Termination by City pursuant to this section shall not relieve City of any obligation to fund and pay claims or to pay any amounts required to be paid under this Agreement. Provider agrees that the City of Miami may terminate for default. However, the City pursuant to its self -insured group benefit plan remains liable to Provider for its obligations to fund claims and pay all other amounts required to be paid pursuant to the Administrative Services Only Agreement that are incurred or accrue as of the effective date of the termination or the period during which Provider is processing Run -Out Claims (as defined in the Administrative Services Only Agreement) pursuant to the terms of the Administrative Services Only Agreement (the "Run -Out "Period) but not those which incurred or accrue after of the effective date of the termination Group Benefit Health Plan 14 THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 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 Commission. 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 reasonably detailed statement of the dispute, accompanied by reasonable 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. 14. TERMINATION; OBLIGATIONS UPON TERMINATION; A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, for convenience, without cause, 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 remains liable to Provider for its obligations to fund claims and pay all other amounts required to he paid pursuant to the Administrative Services Only Agreement that are incurred or accrue as of the effective date of the termination or any Run -Out Period but not those which arise or accrue after the effective date of teiiiiination. In no event Group Benefit Health Plan 15 THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 Provider shall have no recourse or remedy against the City for a teiiiiination under this subsection except that City remains liable to Provider for its obligations to fund claims and pay all other amounts required to be paid pursuant to the Administrative Services Only Agreement that are incurred or accrue as of the effective date of the termination or any applicable Run -Out Period. 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. 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 telinination. 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. C. This Agreement may be terminated, 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. Group Benefit Health Plan 16 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 teimination. 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. E. Provider shall have right to terminate this agreement and the Administrative Services Agreement upon the occurrence of the following (capitalized teiiiis in this section 14.0 that are not defined in this Agreement shall have the meaning assigned to such terms in the Administrative Services Only Agreement) : 1 The date which is at least sixty (60) days from the date that Provider provides written notice to City of termination of this Agreement; 2. The effective date of any Applicable Law or governmental action which prohibits performance of the activities required by this Agreement; 3 Three (3) business days after the date upon which City fails to fund the Bank Account as required by the Administrative Services Only Agreement or fails to pay Provider any charges identified in the Administrative Services Only Agreement when due provided Provider notifies City of its election to te !innate; Group Benetit Health Plan 17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 4. Any other date mutually agreed upon by the Parties. 5. Notwithstanding the foregoing, all provisions in this Agreement and the Administrative Services Only Agreement reasonably related to Provider's administration of the Plan's Phaimacy 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; b) Three (3) business days after the date upon which City fails to fund the Bank Account as required by this Agreement for claims under the Pharmacy Benefit or fails to pay Provider any charges in connection with the Pharmacy Benefit identified in this Agreement when due, provided Provider notifies City of its election to tei iinate the Phai nacy 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 C.5.b above) that is not cured to the reasonable Group Benefit Health Plan 18 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. satisfaction of the non -defaulting party within a reasonable time following the initial notice of breach. d) Tenn and Termination with respect to Pharmacy Benefit Administration services shall be as set forth in the Administrative Services Only Agreement. 5, INSURANCE: A. Provider shall, at all times 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 "F" and incorporated herein by this reference. The City RFP number and title of the RFP must appear on each certificate of insurance. The Provider shall add the City of Miami as an additional named insured to its commercial general liability and auto policies on a blanket basis and as a named certificate holder on all policies. Provider shall provide the City's Risk Management Administrator with a copy of the additional insured endorsement evidencing compliance with the requirement of naming the City as an additional insured. Upon request by the City's Risk Management Administrator, the Provider shall provide a true and certified copy of its full insurance policy. The provider shall correct any certificate of insurance 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 adequate notice Group Benefit Health Plan 19 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. prior to any amendment to the City Risk Management Administrator. Completed certificates of insurance shall be filed with the City prior to the perfolinance 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 Five Million Dollars ($5,000,000) 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 Provider's employees or any of Provider's subcontractors for Services related to this Agreement shall be borne solely by Provider throughout the teiiit 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's Risk Management Administrator throughout the duration of this Agreement. D. Provider shall be responsible for assuring that the certificates of insurance required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If such certificates of insurance are scheduled to expire during Group Benefit Health Plan 20 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, the teiiii of this Agreement and any extension hereof, Provider shall be responsible for submitting new or renewed certificates of insurance 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: the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable foiiii 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 terms 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: 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 perfoiuiance 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. Group Benefit Health Plan 21 THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 17. ASSIGNMENT: Provider agrees not to assign the contract in whole, however while Provider serves as the sole provider of services requested in this proposal, a number of the services under our contracts are perfoiiiied by affiliates of Provider or by subcontracted vendors without prior written approval for such subcontractors. Every such service will be supervised by Provider, which will be wholly responsible and liable for the services set forth in the contract. 18. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall he 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 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 Connecticut General Life Insurance 1751 Sawgrass Corporate Parkway Sunrise, Florida 33323 Johnny Martinez, P.E. City Manager 444 SW 2fla Avenue, 10th Floor Miami, FL 33130-1910 Group Benefit Health Plan 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 19. 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 terms 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 perfoimance of this Agreement, including but not limited to licensure, and certifications required by law for professional service providers. Group Benefit Health Plan 23 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs. executors, legal representatives. successors, or assigns. 21. 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. Group Benefit Health Plan 24 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 22. 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 or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. Notwithstanding the foregoing, in the event that sufficient funds are not available by the City to pay all amounts required in accordance with this Agreement, Provider shall have the immediate right to cease to process claims for plan benefits including Run -Out Claims (as defined in the Administrative Services Only Agreement) and shall have the right to terminate this Agreement and the Administrative Services Only Agreement in accordance with the terms thereof. 23. 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 perforrnance 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 perfoimance 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 Group Benefit Health Plan 25 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. other party to overcome any delay that has resulted. Nothing herein shall relieve the City of its obligations to fund and pay claims and charges in accordance with this Agreement. 24. 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. Nothing herein shall relieve the City of its obligations to fund and pay claims and charges in accordance with this Agreement. Group Benefit Health Plan 26 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 25. 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 and the City each agrees to protect any confidential and/or proprietary information provided by or on behalf of the other party and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 26. 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 term of this Agreement, Provider, its employees and its subcontractors will abide by this prohibition of the City Code. 27. 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. 28. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold hainiless) and rights of any party arising during or attributable to the period prior to expiration or earlier terrnination of this Agreement shall survive such expiration or earlier termination. 29. 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 Group Benefit Health Plan 27 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. and effect, the wage rates and other factual unit costs supporting the compensation to Provider 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 Agjeement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 30. 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. 31. 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. Group Benefit Health Plan 28 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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: Todd Hannon, City Clerk Johnny Martinez, P.E., City Manager "Provider" ATTEST: Connecticut General Life Insurance Company Print Name: Title: (Corporate Seal) By: (Authorized Corporate Officer) APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney Calvin Ellis Risk Management Director Group Benefit Health Plan 29 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CORPORATE RESOLUTION WHEREAS, TBD Connecticut Health and Life Insurance Company , a Connecticut domiciled health and life insurance company duly licensed 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; This Resolution needs to authorize the signatory to sign Group Benefit Health Plan 30 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT A REQUEST FOR PROPOSAL AND ADDENDUM Group Benefit Health Plan 30 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ROBERTSON JOHNNY MARTINEZ, P.E. ocurement Officer City Manager ADDENDUM NO. 4 RFP No. 369325 August 8, 2013 Request for Proposals (RFP) for A Group Benefit Health Plan TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Words andlor figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. The RFP closing date and time has been changed to Thursday, August 22, 2013 at 11:00 a.m. All questions received have been answered. No further addenda are pending issuance. Additionally, please find below Questions from prospective proposers and the City's Answers to those Questions received before the stipulated due date: Q1: Please provide the member level claim line detail report broken out for post-65 retirees only that contains the following information: member ID, script count, days supply, NDC code, formulary tier, prescription filled date, generic/brand indicator, retail/mail indicator, ingredient cost, dispensing fee, member cost share, quantity dispensed — Al: Refer to Excel attachment titled: CMIA Member Level RX Claims Q2: EAP specific: Provide the utilization of the EAP over the last 3 years including the total number of face to face sessions and total utilization including phone inquiries. Also provide total "open cases", closed cases, average length of session, and common presenting problems. A2: Refer to the PDF attachments titled: CMIA — EAP — Closed and Referred Cases — 2010 CMIA — EAP — Closed and Referred Cases - 2011 CMIA — EAP — Closed and Referred Cases - 2012 CMIA— EAP — Demographics — Gender— Age - 2010 CMIA — EAP — Demographics — Gender — Age - 2011 CMIA — EAP — Demographics — Gender — Age - 2012 CMIA — EAP — EE Sp Prtnr Dep Demographics w Graphs —2010 CMIA — EAP — EE Sp Prtnr Dep Demographics w Graphs — 2011 CMIA — EAP — EE Sp Prtnr Dep Demographics w Graphs — 2012 CMIA — EAP — Monthly Overview of Services Provided — 2010 CMIA — EAP — Monthly Overview of Services Provided - 2011 CMIA — EAP — Monthly Overview of Services Provided - 2012 CMIA — EAP — Presentation Profile — 2010 a THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL Addendum No. 4 CAN BE SEEN AT THE END OF THIS RFP No. 369325 — Group Benefit Health Plan DOCUMENT. CM IA — EAP — Presentation Profile - 2011 CM IA — EAP — Presentation Profile - 2012 CM IA — EAP — Web Utilization — 2010 CM IA — EAP — Web Utilization — 2011 CM IA — EAP — Web Utilization — 2012 August 8, 2013 Q3: EAP specific: What is the total number of on -site support services received in each of the last three years, including critical incident and employee and employer training? A3: 53 for 2010 55 for 2011 87 for 2012 Q4: What is the average dispensing fee charged for Retail Brand Drug Claims? A4: $1.00 Q5: What are the Run -out fees and the Run -out period for Medical claims? A5: Current provider will administer runouts for 12 months post termination. Current provider will not charge for administering runout. Q6: What are the Run -out fees and the Run -out period for Pharmacy claims? A6: Current provider will administer runouts for 12 months post termination. Current provider will not charge for administering runout. Q7: What were the sum total of Medical and Pharmacy Cost Containment fees paid in 2012? A7: The medical cost containment fees paid in 2012 for all programs were $1,073,813.67. Q8: What were the sum total of Care Management/Cost Containment Program fees paid in 2012? A8: The medical cost containment fees paid in 2012 for all programs were $1,073,813.67. Q9: What were the sum total of Eligibility Overpayment Recovery Fees paid in 2012? A9: Eligibility Overpayment Recovery Fees paid in 2012 were $1,090. Q10: What are the services included in Capitation fees? A10: Your Health First (Disease Management), Cigna Behavioral Advantage (Mental Health), Medsolutions (Imaging), Vision. Q11: Please identify any capitated expenses which are being paid through the claim fund. A11: Your Health First, Cigna Behavioral Advantage, Medsolutions and Vision services are capitated expenses that are charged through the bank account. Q12: Are there any expenses being billed and paid through the claim account other than claims? If so, please identify what these expenses are. Al2: Your Health First, Cigna Behavioral Advantage, Medsolutions and Vision services are capitated expenses that are charged through the bank account. Page 2 Addendum No. 4 RFPNo. 3G0325—Group Benefit Health Plan THIS DOCu,NENT|SxSUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS DOCUw7ENT. Q13: How does the current PBKX handle o[ngka source generic drugs? Under which discount guarantee kzeneric, brand, orseparate guarantee) are S8G'o contained and reconciled? A13: Single Source Generics are guaranteed under the brand discounts Q14: Are we going to receive a full claim file consisting of the following (otherwise we will use the summary data provided): ° An11orgdigit NOC ^ NABP7orGdigit * Retail MOD Indicator ° Script Number of Identifier ° Dispense Date ° Quantity Dispensed ° Days Supply � Client AVVPAmount (Optiona0 814: Cannot provide this report within a reasonable tinneframo Please use summary data already provided. Q15: (a)How are single source generics currently handled by Cigna? (b) Should we continue to follow suit with the same approach A15: (a) Single Source Generics are guaranteed under the brand discounts. Q16: Medicare Specific: Please provide a member level census for the Medicare eligible population including zip codes' gender and Uoha of birth. Please indicate on the census what plan the retirees are enrolled in &16i Please refer toExcel attachment titled: CM|AMedicare Specific Census —wDOB Gender and Zip Q17: Medicare Specific, What is the coordination method used with Medicare? does the plan apply the copaynlont/000ndination after the Medicare portion has been applied or is there a 10096 COB provision inplace? /\17: 100%COB provisionis in place. Q18: Medicare Specific, Please provide a detailed Rx claim file for the retiree population with: ° Unique member ID ° Pharmacy ID ° MDC-11 ° Dispense Date * Retail vs mail indicator ° Days supply AWP or units dispensed Al 8: Please refer to Excel attachment titled: CMIA Member Level RX Claims Q18: Medicare Specific: For the part Oporflon.please indicate whether carriers shouldincludostep- A19: All items referenced should be included as options. In addition, providers may want to propose a . / ' Addendum No. 4 RFPNo. 3SQ325—Group Benefit Health Plan THIS DOCUMENT |S A SUBSTITUTION T000G|NAL�BACKUP ORIGINAL CAN RESEEN ATTHE END OFTHIS August 8.2O13 Q20Please provide the detailed pharmacy claim experience report for the last year A20: Refer tDPower Point Presentation attachment titled: CyNL4RxCAP - Jan 2O12tVMar 2O13(no detailed claim information —this is all that is available). Q21: Some pages of the Cigna Clinical Summary Report have been provided. Please provide copy ofthe entire, most recent Clinical Summary Report, A21: Refer hoPower Point attachments titled: CN1IA2O12—Utilization Report; CMb4RxCAP —Jan 2O12hoMar 2O13 O22: Please provide o 12 month FB( Utilization file which should have a minimum of the following information; MABP#.NDC#.Quantity Dispensed, Days Supply, Fill Date /t22: Refer toPower Point Presentation attachment titled: CK8|/\2O12Uti|izotonReport, (]23: Please provide current pharmacy discounts and rebates A23: Refer to Excel attachments titled: CK0|A2O11 Rx Rabates'. and CM|A2O12 Rx Rebates. Q24: Please provide the most recent hospital ub|izabonreport. A24: Refer toCk8|A2O12—Utilization Report. C25: EAP specific: Please provide the name of the current EAP vendor and the length of time they have administered the EAP. — A25: C|GMAand have been servicing EApsince October 1. 1894 Q26: EAPspecific: What has been the average membership for the last 3years? A26: |thas been consistently alittle bit over 2OOOeligible employees. O27: EAPopecific (a) Describe any current work/life services arrangement, if applicable. (b) Who is the carrier? (u) What isthe current fee? (d) What services are provided? A27: (a)Refer toPDFattachments titled: CMiACigna Current E4PFee: QN|ACigno SAP Work —Life Foe; and CKXV\E&P Overview flyer (b)C|8NA (c) Refer to POF attachments titled: C[N|A Cigna Current EAP Fee; and CYN|A Cigna GAP Work— LifeFee (d) Refer to PDF attachment titled: CM IA EAP Overview flyer 028: EAP specific: VVhed are your communicoUoO requirements for EAP distribution (frequency and manned? A28: Monthly, by mail and electronically (email or PDF flyers) Q29: EAP specific: What needs have not been met by the current carrier? A2B: N/A � Addendum No. 4 RFP No. 303325—Group Benefit Health Plan THIS DOCUMENT |5A SUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS Q30: EAP specific: What are your current and renewal rates, 'if willing to share? August 8.2O13 A30Refer to PDF attachments titled: CK8L4 Cigna Current EAdz Fee; please note that rates are guaranteed for three years until the end Vf2O13 with an option to extend two more years at the Cit/snho|co. [J31: Is there a separate Rx administrative fee, or a 'per scripf administrative charge? A31: It isincluded with the A8O'sfees 032: What were the RxRebate amounts for each ofthe past two years (2O11.2O12)? A32: Refer boExcel attachments titled: CK8|A2011 RxRebate; and CK8|/42O12RxRebate The CUy'aanswer toQ4Uunder Addendum No. 3isamended osfollows: A40: Additional Excel attachments are being provided as follows: 040 Add No 3 'Addtl Ootm- CK8k\Ju| 2011-Jun 2012 Claims Exceedinq25K ROLL 12 Q40 Add No 3 -AddtI Data - CN1|AJu| 2012-JUO 2013 Claims ExCead\no25KROLL 12 months report The attached form titled. City of Miami Local Office Certifioation, is made m part of this RFP. Only proposers seeking |nco| preference are required to complete and submit this form at the time of proposal submittal. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Sincerely, Kbnneth Robertson Director/Chief Procurement Officer KR/ms Cc: RFP File THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT, FrHROBBRTSON Procurement Officer ADDENDUM NO.3 RFPNo. 369325 - August2, 2013 Re4oestfor Proposals (RFP)for AGroup Benefit Health Plan TO: ALL PROSPECTIVE PROPOSERS: 7OIINNYM0RII482.P.E. City mma.ger The following changes, additions, end the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now ineffect and remain unchanged. Please note the contents herein and reflect same nn the documents you have onhand. The RFPclosing date and time has been changed boWednesday, August 14.2013sd11l0o.m.Afourth addendum is pending issuance containing additional questions and the City's answers to those questions. Additionally, please find be|owQuestions from prospective proposers and the City'a Answers to those Questions received before the stipulated due date: [M: Please provide uswith anemployee census, inExcel format, that includes the following: " O[3B GENDER " ZIP CODE " COVERAGE TIER (EE.ES, EC, FA) STATUS (ACTIVE, RETIREE, etc...) Al: A revised Exhibit 1 has been provided via Addendum No. t Q2: Can you please confirm the correct 'information for the number of binder and cd submission and can this besubmitted on-line via the Oracle System? A2: Pursuant toSection 4.1.Submission Requirements, One (1)original, ten MO!bound copies, and o diskette/CD nom (using Word 6.0 or higher) of your complete response to this RFP must be delivered to the office of the City Clerk. No on-line submittals will be accepted. Please refer to Section 4.1.for additional information regarding your submission. Q3: AttachmantA-1 thru A4 appears to have some edits that were made from the Procurement department and some sections are highlighted in yellow within the document. Can you p/ocma confirm If this is the correct version of the Attachment A that we should be completing. A3: Attachment was inadvertently provided showing edits made by the City of Miami, while the document was being created. Althnugh, the document's content is correct; please refer tothe attached revised Attachment Ainits fina(version. THIS DOCUMENT |5ASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL / \ CAN BESEEN ATTHE END 0FTHIS Addendum No. 3 DOCUMENT.RFPNo.38Q325—GnuupBenefitHealth Plan 04 We need a separate census for the population that is covered under the Fully -Insured Starbhdga LinnIted-benefit health plan. A4: A new exhibit, titled Exhibit 11, has been provided via Addendum No. 2. QS: Please confirm that a non -officer individual with the authority to bind a contract issufficient hosign all applicable signature documents required for this RFP submission A5: Yes, pursuant toSections 1f0.Eand 4.1.ofthe RFP, proposals should be signed by an officer or employee having authority to bind the company or firm by his/her signature to the provisions give in the Proposal. QG: P(aooe confirm if pages need to be consecutively numbered throughout the entire proposal or if it's oomaptob|ehzconsecutively number within each tab? AG: Either way iaacceptable. Per Section 4.41,"all pages ofthe Proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the table of contents". Q7: Can you please confirm binders are to beshipped tothe below contact and address Mr. Todd Hannon, City Clerk City ofMiami Office of the City Clerk 35OOPan American Drive K4|om[ Florida 33133 Cl8: The RFP mtobss there are required forma; however, did not see any in the RFP. Were there additional forms that have not been released yet? A8: Aside from the Certification Statement form, and newly added City of Miami Local Office Certification, there are no additional City provided forms. Q9: Page 10, section G. Please confirm if you are requesting 3 copies of each response form in each binder or if you are looking for 1 set of responses forms in each of the 10 copies. A9: Refer to Q2 above. Responses should be pursuant to Section 4.1. Q10. Confirm if the requested hldia| Administrative Services Agreement contract is for 0 years (Jan. 1. 2O14—Dec. 31.2O10)or5years (Jon.1.2U14—Dec. 81 2018). Reason: The RFP states 5years, but the Professional Services Agreement exhibit states aperiod of3years (Jan.1 2O14—Dec. 31. 2016). Al 0:Pursuant to Section 2.3. of the RFP, 'the term of the Contract(s)shall be for five (5) years with an option to renew for two (2) additional three (3) years periods." Q11: RFP CertificabonStatennent(poge2&3)aoweUaaTenma.Conditions&SpeuifivaUon�etc, RFP in Word funnet is needed in order to complete the Certification Statement and provide exceptions/deviations throughout the RFP, V deemed necessary. Where should the Certificate Statement beincluded inthe proposal response? A11:The Certification Statement can beincluded anywhereaspart nfyour response. This RFP was not created in Word format. The Supplier Printable View of the RFP is in PDFfumnoL Copylpaste conversion into Word |spossible if desired. Addendum No. 3 RFP No. 369325 — Group Benefit Health Plan THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Q12: Section 1.60. Preparation of Responses (Hardcopy Format) — Sections A & August 2, 2013 Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Bidder's/Proposer's risk. A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or tvpe the name of the Bidder/Pr000ser, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entrv, as required. (a) RFP in Word format is needed in order to complete the Response Form. Please clarify if this is referring to the Certification Statement and also clarify that "on each continuation sheet thereof on which he/she makes an entry, as required' should only be included on continuation sheets of the Certification Statement and not ALL sheets of the RFP. G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. (b) 4.1 Submission Requirements states that One (1) original, ten (10) bound copies, and a diskette/CD Rom (using Word 6.0 or higher) of your complete response to this RFP must be delivered. Please confirm that we are to follow the directive in Section 4.1 rather than in 1.60 Section G. Al2: (a) Yes. This section is referring to the Certification Statement Form only. (b) Yes. Responses are to submitted in accordance with Section 4.1. of the RFP. Q13: 1.64. PROMPT PAYMENT — Bidders/Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Bidder/Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final acceptance by the City, whichever is later. Where are we to provide our response to this requirement? A13: This information can be provided anywhere within your response. Q14: Attachment A-1 - Adequacy of Network and Qualifications of Providers question 1 asks that Proposers provide a Geo Access report for employees who fall both within and outside the network. Question: Can you please confirm what providers you are requesting. A14: The City would like to use 2 providers in 10 miles as the access standards. The request is for PCPs and specialists Q15: Attachment A-1 - page 6 - Discount Arrangements - Page 3 Addendum No. 3 RFP No. 369325 — Group Benefit Health Plan THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. August 2, 2013 Can you please provide the zip codes you would Like for us to use for Broward County, Dade County, and Palm Beach County. Also, can you please provide more information regarding the State-wide request? We will need to know what zip codes you would like to see. A15: The revised census (Exhibit 1 Revised) was sent out under Addendum No. 1 on 7/23/13 provided all zip codes representative of where subscribers reside — we would like to offer the same geographical scope Q16: Attachment B - Professional Services Agreement Are you wanting us to review and provide only the deviations that we might have to this document? A16: Respond to all deviations that may be found in the RFP Q17: Cobra Please confirm if you currently utilize a Cobra vendor for these services. Are you wanting us to include a quote for Cobra services in our response. A17: CERIDIAN is current COBRA administrator/TPA — Include a quote for Cobra services in your response Q18: References - within Attachment A - page 3 requests 5 Medical references, page 25 Stop Loss - it states a list of references, page 27 RX - it states a list of references, page 30 EAP - it states a list of references. Please confirm the requested number of references. Are these to be exclusive to each product? A18: We are requesting five references separately for each product Q19: The CPT exhibits you are requesting info for Palm Beach County, but you are not looking for Marion County. However, in the following discount exhibit, Palm Beach IS NOT requested, but Marion County is. Can you confirm if you want Palm Beach discounts and/or Marion County CPT? A19: We are requesting Marion County and Palm Beach County Q20: (a): Are you aware the Starbridge product will terminate 12/31/13 due PPACA, therefore please provide direction as to whether or not the current Starbridge (Limited Benefit Health Plan) population being covered should be quoted on the Essential Minimum Value plan you requested on the RFP? (b): If so please provide a census for these individuals. A20: (a) Although Starbridge did not receive a PPACA waiver beyond 2013, we are looking for quotes that match the benefits requested. (b) The Starbridge Limited Benefit Plan (newly added Exhibit 11) was sent out under Addendum No. 2 on 7/24/13 Q21: Does the City intend to offer the Essential Minimum Value plan you requested on the RFP to the entire City of Miami population or just to the part-time employees? A21: To be offered to all eligible full time employees working 30 hours or more per week — note: sworn police officers have their own Health Plan Q22: Can we please have a census file with all part-time, temporary part-time & full-time workers? Page 4 ( AddendumNo.3 RFP No. 369325 — Group Benefit Health Plan THIS DOCUMENT |S4SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END OFTHIS August 2, 2013 A22: Refer to the attached Excel Spreadsheet, titled: FTand PTcensus auof May 2U13—excludes sworn police officers. Cl23: Please confirm the current rebate arrangement with Cigna? A23: The current rebate io10O96transparency. Q24: Please provide a detailed breakdown of the current Cigna fees for administration and stop loss? A24: Refer to the attached POF attachment, titled: CM|A and C|GNA 2013 Stop Loss Agreement (includes administration agreement). 025: Please confirm the EApvisit model being requested. Does the City need training hours and/or vvork'|ffe services? A25: The City is looking for quotes for both o 1 —3 visit model and a 1 —5 visit model. {J26: Please provide a description of the Qb/a current wellness program with Cigna and the «/aUneuu budget for the last 3years? A26: The wellness budget for 2012 and 2013 received from CIGNA has been $200,000 per year. C%27: Please confirm what performance guarantees are currently in place with Cigna? A27: Refer to PDF attachment, titled: 2013 CK8|Aond C|GNAHea|thoare Performance Guarantee. C328: Has Cigna paid out any Performance Guarantee Penalties inthe last 3years? A28: No C329: Please provide the most recent 24 months of prescription drug claim expehenuebm a monthly basis) broken out for poat'65 retirees only- containing allowed, retiree cootahone(oopeya. ded, etc) by month and plan paid claims with corresponding monthly membership. Please include plan design changes and dates ofplan design changes A29: Refer to the Excel Attachments, titled: Monthly Healthcare Experience 'CMIAJul 2O12through Jun 2U18 Monthly Healthcare Experience'CK4L42D12 Monthly Healthcare Experience 'CK8|A2U11 C30: Current value ofthe RD8subsidy amounts onepmpmbasis C31:Please provide the most recent 24months of medical claims experience (on omonthly basis) broken out for poot-65 retirees only - containing o||nmx*d, retiree cost share (copays, ded, etc) and plan paid claims vWthcorresponding monthly membership. A31: Refer to Excel Attachments, titled: Monthly Healthcare Experience -CMNJul 2O12through Jun2O13 Monthly Healthcare Experience -CM|A2O12 Q32: Please include plan design uhangesanddateaofplandeoignuhangaa THIS DOCUMENT |SASUB5T7UI ION / � TOORIGINAL. BACKUP ORIGINAL Addendum No.8 CAN BESFENATTHE END OFTHIS RFPNo. 300325—Group Benefit Health Plan DOCUMENT. August 2.2U13 A32: Starting 2011. CKJV\ went from o dual option plan HMD/PO8 to o strictly PDS Plan — 2012 implemented opecie|istCCN network which excluded Fine Dept. personnel, For2O13. the QCN network was phased out; preventive care added acupuncture Q33; P|eoao confirm the current Medicare Coordination of Benefits methodology- Come out whole (COB). Non -Duplication (carve out), Government Exclusion (Medicare Exclusion). A33: Refer hoPOFattachment, titled: CM|A2O13'Comprehensive OOA'Summary Plan Description, C134: Please provide acopy ofthe current wellness program fees. A34: Included inthe administrative fees. Q35: In the Group Health Benefit Plan Questionnaire, there are several duplicatesections/questions. Does the Proposer need to reiterate the responses or refer to the duplicate sectionlquestion? A35: Reference tothe duplicate section/question is acceptable. C136: P|emaa provide a Census with home zjp codoo, coverage type /EE. EE+1. Fam||y, etd, plan election (if multiple plan optionn\.DOB and gender inExcel Format. &36: The revised census (Exhibit 1 Revised) was sent out under Addendum No. 1on7/23/13 Q37: Will the city furnish current adminfees and stop |oaa raten/oOOreQnbatectoro? A37: Refer to the PDF attachment. titled: O84|A ondC|GNA 2013 Stop Loss Agreement (includes administration agreement) Q38: Please detail the services that are included underCigna'a currant adminfee. A38: Refer to the POF attachment, tited: CN1|A and C|GNA 2013 Stop Loss Agreement (|nc(udea administration agreement) Q39: Please detail any benefit changes during the 24-rnonthperiod ofJuly 2O11 through June 2U13. A39: The City initially implemented tighter network in2O11 but itwas removed, Q40: P|amae furnish large claim information including diagnosis/prognosis for any member with $100K+ for the periods 7/11 through 6/12and 7/12Uhrough 6/13 (separately). @40: Refer tothe Excel Attachments, titled: CMV\2O13Claims Exceeding 25K Roport-LorgeClaimon De-|dthrough June CMb42U12Claims Exceeding 25KReport - Large Claimant Oo-|d(total 18months ofdata) CK4|A2O11 Claims Exceeding 25KReport ' Large Claimant De -id No prognosis provided Q41:Attachment A3.#1O:Does the RFPrequire that Rxrebates bepaid directly tothe City orcan the quoted odmb7 fee be reduced based upon these anticipated rebates? What is the Civs current arrangement with Cigna? /\41: It is required that the City receive 100% of rebates (total transparency). This is the current arrangement with C|GNA Q42: Please confirm that astop loss contract basis of18/12will be considered responsive. / \ AddendumNo.3 RFPNo. 3S8325—Group Benefit Health Plan THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT. A42: 18112 is not considered responsive, 24/12 is requested Q43: Attachment Al questions the carrier's ability to administer "3" plan designs what other plan beside the current p[}Gand Comprehensive plans isbeing referenced? Ap43: Thane is a limited medical plan option as well, but it should offer the minimum essential benefits (60% actuarial minimum value). Q44: Would the city bereceptive horeceiving oGroup Medicare quote? A44: Yen C45: What does the city contribute towards the cost of retirees'health insurance? A45: The City contributes nothing towards retirees' health insurance. Q46: Census — can we get o census for the Medicare eligible population that includes age kn DOB), gender and home zip code? And can the census identify which plan they are currently on, Provide a census that identifies only those over 65 Medicare eligible members (enrolled in PartA and Part B), including dependent spouses Medicare eligible, ondthooeunderO5thsdaramedimaUyquo|ifiod. /\46: The revised census (Exhibit 1 Revised) was sent out under Addendum No. 1 on 7/23113ino|uded filters which can be sorted by branch name (column E\ identifying Medicare eligibility classes with plan currently enrolled data, Q47: If the city contributestowards the cost ofhealth insurance for retirees, what method of Medicare coordination does Cigna use onthe current plans? Q48� If the city contributes towards the cost of health insurance for retirees, can we get claims experience by plan for the Medicare eligible population? Q49: Further onthe clarification o(du can vveobtain anexplanation nfbenefits that further explains how the Coordination of benefits process is handled for Medicare eligible members? A49: Refer to PDF attachment, titled: CMIA 2013 - Comprehensive OOA - Summary Plan Description. Q5D:ha>Ofthe retirees, how many total members are enrolled vs. e||Qib|e? (b) Once they opt out, can they ever come bock on the plan? A50: (a) Not available (b)No Q51: The point of Service medical benefits provided indicate a January 2011 offeoUma date. Are these benefits the current for 2O13? A51: Yea Q52: Please provide 24months ofclaims experience byplan and membership. /\52: Refer to Excel attachments, titled: / \ AddondumNu.3 RFPNo- 36S325—Group Benefit Health Plan THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BESEEN ATTHE END 0FTHIS DOCUMENT, Monthly Healthcare Experience -CN1k\Jul 2O12through Jun 2O18 Monthly Healthcare Experience 'CM|A2O12 Monthly Healthcare Experience -CM|A2O11 Q53: (a) The experience provided for pre 65's appears to include dependents of the members who are under 65 and not Medicare eligible. Can that be confirmed? if so, can the claims be run to eliminate those dependents who would not beMedicare eligible? ( If not, if the claims do include dependonta, do we know how many dependents are included in the claims? A53: (a) N/A (b) The reports include claims for dependents of employees who are retirees, Q54: Please provide an updated employee based census with home zip codes. Age Gender, Tier, and product byWednesday, 7/25.If the requested census |mnot provided by 7/25.can an extension be provided? A54: The RFP closing date and time has been changed to Wednesday, August 14, 2013at11:00 am, Q55t Please provide the most recent 12months ofhigh claims with diagnosis. A55: Refer to the Excel Attachments, titled: CIVIIA 2013Claims Exceeding 25KReport - Large Claimant De-ld through June CM [A 2012 Claims Exceeding 25K Report - Large Claimant De-ld — total 18 months of data QSG For the 16 CPT-4 codes provided inthe RFPin Attachment A-1onpage 6, please confirm wware to provide reimbursement data for the following locations: Brovwar|Co Dade Co. Palm Beach Statewide Qoo|e 34470 Raleigh 27802 A5G: Yee. Q57: your current plan design (Please indicate telephonic, number of sessions, mmrm|ife/|ageVnnonoa|)( A57: 1 —5visit model Q58: Please provide clarification regarding potential changes to the Limited Benefit Health Plan to come into compliance with PPACA requirements? A68: |tisexpected that the Limited Benefit Health Plan will meet PPACAcompliance requirements, Q59: Are any Behavioral Health related expenses being paid through the claim account other than claims? If so, p|eoua identify what these expenses are. A59: Behavioral health ispaid onboth auopitetedand fee for service basis. THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL / CAN BESEEN 4TTHE END OFTHIS Addendum No D ' DOCUMENT. RFP No. 369325 — Group Benefit Health Plan August 2,2013 Q60: Are Medical Management fees being paid through the claim account? If so, please identify what these fees are. AGO: No, they are included inthe adminfee. Q6111: N/hat the sum total administrative PEPK8fees for 2O12and 2O13? A81: The current fees are $21.80 per employee per month. The Network Access Fee is $13.50 per employee per month for the Network Open Access Plan and $5.40 per employee per month for the Cut of Area plan. There are no fully insured rates. Q62 Doyou currently have smonnitorepresentative? AG%:Yeo. C>1153� Medicare What isthe employer contribution bothe retiree plans? A63: Thera is no employer contribution for retiree plans. Q84: Medicare Specific: Have there been any plan changes made within the |oet 24 months? If so, please indicate what and when the change was. A64: No changes. QGG: Medicare Specific: Please provide the current premium equivalent rates. A66: Referto PDFattachment, titled: 2O13Retiree Month|yRaheo. C]SG: Medicare Specific: Are commissions requested onthe Medicare quote? A66: There are nocommissions requested. Cl67/ Medicare Specific; Please indicate whether you are looking to match the plan benefits as closely as possible orfor mnactuarially equivalent plan. A67: Match the plan benefits. Q08: Please provide the current A8O fooa including all components combined and the current fully insured rates. A68: The current fees are $21.80 per employee per month. The Network Access Fee is $13.50 per employee per month for the Network- Open Access Plan and $5.40 per employee per month for the Out ofArea plain. There are nofully insured rates. 069. Census has previously been requested. However, please ensure that eligible/enrolled GS+ retirees are included on the census containing the following in Excel: Dote of birth. Gender, K8edkm! P|en/Tiar, Zip Code A69: The revised census (Exhibit I Revised) was sent out under Addendum No. 1 on 7/23/13. THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL / , CAN BESEEN ATTHE END OFTHIS Addendum No. 3 ' DOCUMENT. RFP No. 3O8325—Group Benefit Health Plan Q70/ Please provide the high cVa\ claims report by policy year with diagnosis. A70: Refer toExcel Attachments, titled: CKAk\2013Claims Exceeding 2SKReport - Large Claimant Oe-ldthrough June CMk\2O12Claims Exceeding 25K Report - Large Claimant Do-ld(total 18months ofdata) CK4|A2O11 Claims Exceeding 25KReport ' Large Claimant De-|d Q71: Please provide financial templates for the proposed Administration 6ASO\feo and fully insured rates or confirm that we may use our standard financial proposal forms. A71: Use your own standard financial proposal forms. Q72: EAP: Is aprogram currently lnplace? benefits are provided (# of face to face visits, telephone only, etc.)? (c)Who is the provider? A72: (a) Yes (b)1-5Visit Model Additionally, the attached form titled City of Miami Local Office CertifinaUon, is made a part ofthis RFP Proposers seeking local preference must complete and submit this form otthe time ofproposal submittal. ALL OTHER TERMS AND CONDITIONS OFTHE RFPREMAIN THE SAINE' enneth Robertson DirectorlChief Procurement Officer KENNETH ROBERTSON Chief Procurement Officer THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS Jr DOCUMENT. ADDENDUM NO. 2 RFP No. 369325 July 24, 2013 Request for Proposals (RFP) for A Group Benefit Health Plan TO: ALL PROSPECTIVE PROPOSERS: JOHNNY MARTINEZ,P.E. City Manager The following changes, additions, clanfications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. The attached, Exhibit 11, has been added to the RFP. A third addendum will be forthcoming containing all of the questions received from prospective proposers and the City's answers to those questions. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAIVIE. KR/ rns Cc: RFP File ip9erely, K nneth Robertson Director/Chief Procurement Officer Page 1 KENNETH ROBERTS ON Chief Procurement Officer THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ADDENDUM NO. 1 RFP No. 369325 July 23, 2013 Request for Proposals (RFP) for A Group Benefit Health Plan TO: ALL PROSPECTIVE PROPOSERS: JOBNNY MARTLNEZ, City Manager The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. Attached please find Exhibit 1 (Revised). A second addendum will be forthcoming containing all of the questions received from prospective proposers and the City's answers to those questions. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. KR/ ms Cc: RFP File Sincerely, L.Ce( K nneth Robertso Director/Chief Procurement Officer Page 1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. City of Miami Request for Proposals (RFP) Purchasing Department Miami Riverside Center 444 SW 2nd Avenue, 6lb Floor Miami, Florida 33130 Web Site Address: http://ci.miami.fl.us/procurement RFP Number: Title: Issue Date/Time: RFP Closing Date/Time: Pre -Bid Conference: Pre -Bid Date/Time: Pre -Bid Location: Deadline for Request for Clarification: Buyer: Hard Copy Submittal Location: Buyer E-Mail Address: Buyer Facsimile: 369325 Request for Proposals for a Group Benefit Health Plan 12-JUL-2013 05-AUG-2013 @ 13:00:00 None Monday, July 22, 2013 at 5:00 P.M. Suarez, Maritza City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US msuarez ci miami.fl.us (305) 400-5025 Page 1 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME: ADDRESS• PHONE: FAX EMAIL: BEEPER. SIGNED BY: TITLE: DALE. FAILURE TO COMPLETE, SIGN. AND RETURN THIS FORM SHALL DISQUALIFY THIS BID. Page 2 of 44 Certifications Legal Name of Firm: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Miami -Dade County, or Other Occupational License Number: Occupational License Issuing Agency: Occupational License Expiration Date: Will Subcontractor(s) be used? (Yes or No) Page 3 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Line: 1 Description: Disregard this line item. Please refer to Section 4.1. Submission Requirements Category: 95856-00 Unit of Measure: Dollar Unit Price: $ Number of Units: 1 Total: $ Page 4 of 44 THIS DOCUMENT |SASUBSTITUTION TUORIGINAL. BACKUP ORIGINAL CAN DESEEN ATTHE END OFTHIS DOCUMENT. Request for Proposals WP)36S925 Table of Contents Terms and Conditions 6 l.General Conditions ... _......... ---......................................... 6 l.l.GENERAL TERMS AND CONDITIONS ....... ................... ............. --.............. 6 lSpecial Conditions ..................... ......................... ........................................... ........................ ..... .......... 26 --------- ..................................... ''........ ................. ........................ .......................... ................ -- 22.DEADLINE FOR RECEIPT 0PREQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION ......................................... ........ ................. ... ............................. 6 2.3.TERM OFCONTRACT .............. —............... —... —............ —.......................... ....................... ..... 26 2.4.COND11lONS FOR RENEWAL ........................... ................................. .................................. ........ 26 2.5. OF FUNDS ..................... ........................ —............................. .......... 26 2.6.PR]PO8BR!8MINIMUM QUALIFICATIONS 26 2.?.CONTRACT EXECUTION 27 2.8.FAILURE 7OPERFORM 27 2.g.INSULANCBREQUIREMENTS ....................... -................ .—.......... 2X 2.10. PRE-BID/PRE-PROPOSAL CONFERENCE 30 2.11.CONTRACT ADMINISTRATOR 30 2.12.OUBCO03RACIOR(S)ODSUBCON3lLTANT(S) 30 2.l3.BID BOND/SURETY BOND 31 2.14. PERFORMANCE BOND 31 2.l5.SPECIFICATION EXCEPTIONS ................... ........................ —............................. .............. 3l 2.16. TERMINATION .................... ... .................................... ......... .............. --......................... 3I 2.l7.ADDITIONAL TERMS AND CONDITIONS ............ --......... ............. —....... ............... ...... 32 2.l8,PRIMARY CLIENT (FIRST PBI(RFIY} ................................ ............ ............ ......................... 32 2.19. UNAUTHORIZED WORK ................ ............................................................................. ... ...... 32 2.20. 32 2.21. PROCESS AND CONTRACT AWARD ............. ....... ............ 32 222.ADDITIONAL SERVICES —.—........................... ....................... ................ --....................... —33 223.EMPLOYEES ARE RESPONSIBILITY OF SUCCESSFUL PROPOSER ........... .................. --3G 224. RECORDS 34 2.25.TRUTH DN NEGOTIATION CERTIFICATE ....... ........................................ —............ 34 3.8p*u6Icatioua 35 ].l.SPECIFICATIONS/SCOPE OFWORK 35 4. Submission Do ---._--.---__—.------.—.-----.....------39 4LI.SUBMISSION REQUIREMENTS ................. —_.............................. 39 5.Evaluation Criteria 44 ll.EVALUATION CRITERIA 44 Page 5 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 Terms and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of $25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation. 1.4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ci.miarni.flus/procurement 1.5. ALTERNATE RESPONSES MAY BE CONSIDERED - The City may consider one (1) alternate response from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate response offers a different product that meets or exceeds the formal solicitation requirements. In order for the City to consider an alternate response, the Bidder/Proposer shall complete a separate Price Sheet form and shall mark "Alternate Response". Alternate response shall be placed in the same response. This provision only applies to formal solicitations for the procurement of goods, services, items, equipment, materials, and/or supplies. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, each party shall bear their own attomey's fees through and including appellate litigation and any post -judgment Page 6 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall maintain and retain any and all of the books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final payment and all other pending matters are closed. Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this contract by the City. 1.9. AVALLABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and local laws, rules, and regulations. Each Governmental, not -for -profit or quasi-govemmental entity which uses this formal solicitation and resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the successful bidder(s)/proposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder's/Proposer's response, any addenda issued, and the purchase order shall constitute the entire contract, unless modified in accordance with any ensuing contract/agreement, amendment or addenda. B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with Drug -Free Workplace Programs. C. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City. Where Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department, will void its acceptance of the Bidder's/Proposer's Response and may accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Bidder's/Proposer's default. D. The term of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Bidder/Proposer, in. writing, of its intent to extend the contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual agreement of such extensions. F. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion of the expressed or implied warranty periods. Page 7 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 G. The City reserves the right to award the contract on a split -order, lump sum or individual -item basis, or such combination as shall best serve the interests of the City unless otherwise specified. H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the City's best interests. Such agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensed to do business in the State of Florida, payable to the City of Miami, for the amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. This check or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after the award and successful bidder's/proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES - If and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing the type, fimction, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, Bidders/Proposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCETJATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of bid/proposal cancellation, the Director of Purchasing shall notify all prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable Page 8 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. -Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. G. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. I. City Procurement Ordinance City Code Section 18, Article LT.I. J. Conflict of Interest, City Code Section 2-611;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment, Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, and laws maybe considered grounds for termination of contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than $200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Page 9 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, RFLI OR IFB by City Purchasing staff. Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami Code for further clarification. This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your firm. A. Bidder/Proposer further agrees not to use or attempt to use any knowledge, property or resource which may be within his/her/its trust, or perform his/her/its duties, to secure a special privilege, benefit, or exemption for himself/herself/itself, or others. Bidder/Proposer may not disclose or use information not available to members of the general public and gained by reason of his/her/its position, except for information relating exclusively to governmental practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. Bidder/Proposer hereby acknowledges that he/she/it has not contracted or transacted any business with the City or any person or agency acting for the City, and has not appeared in representation of any third party before any Page 10 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 board, commission or agency of the City within the past two years. Bidder/Proposer further warrants that he/she/it is not related, specifically the spouse, son, daughter, parent, brother or sister, to: (i) any member of the commission; (ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City. C. A violation of this section may subject the Bidder/Proposer to immediate termination of any professional services agreement with the City, imposition of the maximum fine and/or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. 1.23. COPYRIGHT OR PATENT RIGHTS — Bidders/Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and submission of Responses to the City, or any work performed in connection therewith shall be borne by the Bidder(s)/Proposer(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the ChiefProcurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. (3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of nonresponsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or s-uspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which Page 11 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 the violation remains noncompliant. (8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. (9) Any other cause judged by the City Manager to be so serious and compelling as to affect the responsibility of the Contractual Party performing city Contracts. (c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). (d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said party's right to seek judicial relief. 1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a contract to provide goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit response on leases of real property to a public entity, may not award or perforra work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. 1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful Bidder/Proposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful Bidder/Proposer to meet any terms of this agreement, the City will notify the Bidder/Proposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. The following shall constitute default: A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terms of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on Page 12 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non -responsive. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City. 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part of the purchase agreement (contract documents). The City will not be responsible for any oral instructions, clarifications, or other communications. A. Order of Precedence — Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1) Addenda (as applicable) 2) Specifications 3) Special Conditions 4) General Terms and Conditions 1.31. EMERGENCY / DISASTER PERYORMANCE - In the event of a hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the Formal Solicitation and/or Response, the Formal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City ofMiami and Contractor. 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period_ The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34. EVALUATION OF RESPONSES Page 13 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 A.Rejection of Responses The City may reject a Response for any of the following reasons: 1) Bidder/Proposer fails to acknowledge receipt of addenda; 2) Bidder(Proposer mistates or conceals any material fact in the Response ; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder's/Proposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. Elimination From Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation. Bidder(Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established entity in line with the best industry practices in the industry as determined by the City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Bidder(Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terms and conditions of the resulting agreement it may lead to terminating negotiations. 1.36. F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. Page 14 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 1.37. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed or supplied over a period of time. 1.38. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1st. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful bidder's/proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful bidder/proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.39. GOVERN -LNG LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami -Dade County, Florida. 1.40. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terms and provisions hereof. 1.41. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (IIHI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the City of Miami of any non -permitted use or disclosure; D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Bidder/Proposer and reasonable assurances that IIHUPHI will be held confidential; E. Making Protected Health Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer, G. Making PHI available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. Page 15 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.42 INDEMNIFICATION - Contractor shall indemnify, hold harmless and defend the City, its officials, officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attomey's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract and will indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way Limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of Liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and which conforms to the limitations of §725.06 and/or §725.08, Fla. Statues, as amended from time to time as applicable. Contractor shall require all Sub -Contractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Sub -Contractor, under this Agreement. 1.43. FORMATION AND DESCRIPTIVE LITERATURE —Bidders/Proposer must furnish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each Bidder/Proposer roust submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature subrnitted with a previous response or on file with the Buyer will not satisfy this provision. 1.44. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal Solicitation. Contractor 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, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be amended or supplemented from time to time. 1.45. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 30 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be furnished upon request via Page 16 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations aLso are available on the City's Web Site following recommendation for award. 1.46. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the mariner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Bidder/Proposer. 1A7. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.48. LOCAL PREFERENCE A. City Code Section 18-85, states, "when a responsive, responsible non -local bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non -local bidder, then that non -local bidder and each of the aforementioned responsive, responsible local bidders shall have the opportunity to submit a best and final bid equal to or lower than the amount of the low bid previously submitted by the non -local bidder. Contract award shall be made to the lowest responsive, responsible bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local bidder and a non -local bidder, contract award shall be made to the local bidder." B. City Code Section 18-86, states, "the RFP, RFLI or RFQ, as applicable, may, in the exercise of the reasonable professional discretion of the City Manager, director of the using agency, and the Chief Procurement Officer, include a five (5%) percent evaluation criterion in favor of proposers who maintain a local office, as defined in Section 18-73. In such cases, this five (5%) percent evaluation criterion in favor of proposers who maintain a local office will be specifically defined in the RFP, RFLI or RFQ, as applicable; otherwise, it will not apply. 1.49. MANUFACTURER'S CERTIFICATION - The City reserves the right to request from bidders/proposers a separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such certification may result in the rejection of bid/proposal or termination of contract/ageement, for which the bidder/proposer must bear full liability. 1.50. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CONTRACTS - No contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through Page 17 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet as appropriate. 1.51. NO PARTNERSHIP OR JOINT VENTURE, - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.52. NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in bidder/proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.53. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.54. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods and/or services, and to make use of other competitively bid (governmental) contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.55. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is subrnitting a Response under this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award. 1.56. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture Page 18 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the herein condition for "Alternate Responses May Be Considered". 1.57. OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the Bidder/Proposer for any other purposes whatsoever without the written consent of the City. 1.58. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. 1.59. PERFORMANCE/PAYMENT BOND —A Contractor may be required to fumish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract price. 1.60. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Bidder's/Proposer's risk. A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required, B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Bidder/Proposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services, D. The Bidder/Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful Bidder's/Proposer's response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY Page 19 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. 1.61. PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by reason of market change or on the part of the contractor to other customers shall be passed on to the City of Miami. 1.62. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.63. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor 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 Contract 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 Contract. 1.64. PROMPT PAYMENT —Bidders/Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Bidder/Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final acceptance by the City, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the term of the contract 1.65. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.66. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.67. PUBLIC ENTITY CREMES - A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section Page 20 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.68. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article HI, and agrees to allow access by the City and the public to all documents subject to disclosure wider applicable law. Contractor's failure or refusal to comply with the provision of this section shall result in the immediate cancellation of this Contract by the City. 1.69. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.70. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.71. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.72. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) (a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall have the authority to resolve controversies between the Contractual Party and the city which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. (b) Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.73. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) (a) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed $25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. 1.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered Page 21 o 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Request for Proposals (RFP) 369325 filed when received by the Chief Procurement Officer; or ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the Bidder/Proposer to check this section of the website daily after responses are submitted to receive the notice; or ii. Any actual Responsive and Responsible Bidder whose Bid is lower than that of the recommended bidder may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non responsiveness or non responsibility. The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. iii. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall form the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to nui shall not be included The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. (b) Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than S25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. Page 22 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such partys right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (i) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above. 1.74. SAMPLES - Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.75. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell, assign, transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion of the performance required by this contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1.76. SERVICE AND WARRANTY —When specified, the bidder/proposer shall define all warranty, service and replacements that will be provided. Bidders/Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your response. 1.77. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current contract with the State of Florida, Department of General Services, to supply the items on this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply with this request will result in disqualification of bid/proposal. 1.78. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, Page 23 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 RFQ, or RFLI. NO EXCEVIIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no award will be made at that time. A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the requisite Response Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed non -responsive. Directions to City Hall: FROM THE NORTH: 1-95 SOUTH UNTIL IT TURNS INTO US I. US1 SOUTH TO 27TH AVE., TURN LEVI, PROCEED SOUTH TO SO. BAYSHORE DR (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: US1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO, BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK 'TURN RIGHT ON PAN AMERICAN DR, CITY HALL IS AT THE END OF PAN AMERICAN DR PARKING IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection of bid/proposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82A. 1.79. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers should be aware of the fact that all materials and supplies which are purchased by the Bidder/Proposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Bidder/Proposer. 1.80. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply: A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract. Page 24 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 B. The City has determined that such termination will be in the best interest of the City to terminate the contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.81. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Bidder/Proposer have been received, inspected, and found to comply with award specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law. 1.82. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.83. TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.84.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney' s fees and for costs and attomey's fees incurred by the City by reason of any legal action challenging your claim. 1.85. UN -AUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified Bidder(s)/Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Bidder(s)/Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.86. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission, 1.87. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. Page 25 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for an Employee Group Benefit Health Plan, as specified herein, from a source(s) of supply that will give prompt and efficient service fully compliant with the terms, conditions and stipulations of the solicitation. 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL ENFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Purchasing Department, Attn: Maritza Suarez, CPPB; fax: (305) 400-5025 or email: msuarez@ci miami fl us The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Monday, July 22, 2013 at 5:00 P.M.. All responses to questions will be sent to all prospective bidders/proposers in the form on an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE. 2.3. TERM OF CONTRACT The proposer(s) qualified to provide the service(s) requested herein (the "Successful Proposer(s)") shall be required to execute a contract ("Contract") with the City, which shall include, but not be limited to, the following terms: (1) The term of the Contract(s) shall be for five (5) years with an option to renew for two (2) additional three (3) years periods. (2) The City shall have the option to extend or terminate the Contract. Continuation of the contract beyond the initial period is a City prerogative; not a right of the bidder/proposer. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.4. CONDITIONS FOR RENEWAL Each renewal of this contract is subject to the following: (1) Continued satisfactory performance compliance with the specifications, terms and conditions established herein. (2) Availability of funds 2.5. NON -APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No guarantee, warranty or representation is made that any particular or any project(s) will be awarded to any firm(s), 2.6. PROPOSER'S MINIMUM QUALIFICATIONS Page 26 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 Proposers shall satisfy each of the following requirements cited below. Failure to do so shall result in the Proposal being deemed non -responsive. A. All Companies submitting Proposals must be either a medical insurance provider or a medical administrative services third party administrator, and not a broker representative or managing general underwriter. B. All Companies submitting Proposals must be licensed by the State of Florida to provide Medical plans and have a demonstrated level of good performance with public entities of equivalent size, including municipalities, for a minimum of five (5) years. C. Proposers must have an organisation that has demonstrated the ability to deliver cost-effective service, and efficient loss control and claims processing. D. Provide sufficient telephone service, including toll -free and local service 8-5 EST, to handle inquiries directly from plan participants as well as authorized City representatives. E. Must disclose the following if broker fees are paid: (1) Name of agency and address; (2) Name of agent/broker; and (3) Broker's fee whether flat fee or percentage of premium. If not applicable, indicate that the proposal is quoted on a no -commission basis. It is the intention of the City for all contracts to be awarded on a no -commission basis. F. Must be capable of assuming current Plan benefit structure and provide a "no loss/no gain" assumption of risk and credit for all annual deductibles. G. Must comply with all federal legislation including but not limited to HIPAA and COBRA. H. Proposer must agree to allow the City or its representative the right to audit all claims, financial data, and other information relevant to the City's account. I. The City requires that the pre-existing condition limitations and the actively at work provision be waived for the initial enrollment for those employees who have already satisfied the waiting period for pre-existing conditions under the current plan. J. Proposer must have bilingual capabilities in the customer service and enrollment assistance areas as well as in communications materials. English and Spanish are mandatory. Creole is desired as well. K: Proposer shall have no record ofjudgments or pending lawsuits against the City and/or bankruptcy, and not have any conflicts of interest that have not been waived by the City Commission, L. Neither Proposer nor any member, officer, or stockholder of Proposer shall be in arrears or in default of any debt or contract involving the City, (as a party to a contract, or otherwise); nor have failed to perform faithfully on any previous contract with the City. 2.7. CONTRACT EXECUTION The selected Proposer(s) evaluated and ranked in accordance with the requirements of this Solicitation, shall be awarded an opportunity to negotiate a contract ("Contract") with the City. The City reserves the right to execute or not execute, as applicable a Professional Services Agreement ("Agreement") with the selected Proposer(s) in substantially the same form as the Agreement included as part of this solicitation (refer to Attachment B). Such Agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 2.8. FAILURE TO PERFORM Should it not be possible to reach the contractor or supervisor and/or should remedial action not be taken within 48 hours of any failure to perform according to specifications, the City reserves the right to declare Contractor in Page 27 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 default of the contract or make appropriate reductions in the contract payment. 2.9. INSURANCE REQUIREMENTS INDEMNIFICATION Proposer shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, cost, penalties, fines, damages, claims, expenses (including attomey's fees) or liabilities (collectively referred to as "Liabilities") by reason of any 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 performance or non-performance of the services contemplated by the Contract which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Proposer or its employees, agents, or subcontractors (collectively referred to as "Proposer"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent, or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnities, or any of them or (ii) the failure of the Proposer to comply with any of the provisions in the Contract or the failure of the Proposer to conform to statutes, ordinances or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of the Contract. Proposer expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Proposer, or any of its subcontractors, as provided above, for which the proposer's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Proposer further agrees to indemnify, defend and hold harmless the Indemnities from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or indirectly, to proposer's performance under the Contract, compliance with which is left by the Contract to the proposer, and (ii) any and all claims, and/or suits for labor and materials furnished by the Proposer or utilized in the performance of the Contract or otherwise. Where not specifically prohibited by law, Proposer further specifically agrees to indemnify, defend and hold harmless the Indemnities from all claims and suits for any liability, including, but not limited to, injury, death, or damage to any person or property whatsoever, caused by, arising from, incident to, connected with or growing out of the performance or non-perforrnance of the Contract which is, or is alleged to be, caused in part (whether joint, concurrent or contributing) or in whole by any act, omission, default, or negligence (whether active or passive) of the Indemnities. The foregoing indemnity shall also include liability imposed by any doctrine of strict liability. The Proposer shall furnish to City of Miami, c/o Department of Purchasing, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificate(s) of Insurance prior to contract execution which indicate that insurance coverage has been obtained which meets the requirements as outlined below: A. Workers' Compensation Insurance for all employees of the Proposer as required by Florida Statute 440. B. Public Liability Insurance on a comprehensive basis in an amount not less than S1.000,000.00 combined single limit per occurrence for bodily injury and property damage. City must be shown as an additional insured with respect to this coverage. C. Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in connection with Page 28 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 the work in the amount of S 1 000,000.00 combined single limit per occurrence for bodily injury and property damage. D. Professional Liability Insurance with Minimum Limits of S1.000,000.00 per occurrence. The City is required to be named as additional insured. BINDERS ARE UNACCEPTABLE. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Proposer. Indemnification and Insurance (cont.) All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "A" as to management, and no less than "Class X" as to financial strength, by the latest edition of Best's Key Rating Insurance Guide or acceptance of insurance company which holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and are members of the Florida Guarantee Fund. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder. NOTE: CITY RFP NUMBER AND/OR TITLE OF RFP MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the Proposer of his liability and obligation under this section or under any other section of this Agreement. The Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Successful Proposer. —If insurance certificates are scheduled to expire during the contractual period, the Proposer shall be responsible for submitting new or renewed insurance certificates to the City 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 contractual period, the City shall: Page 29 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 A) Suspend the Contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the RFP. B) The City may, at its sole discretion, terminate the Contract for cause and seek re -procurement damages :from the Proposer in conjunction with the violation of the terms and conditions of the Contract. 2.10. PRE-BID/PRE-PROPOSAL CONFERENCE None 2.11. CONTRACT ADMINISTRATOR Upon award, contractor shall report and work directly with the following individuals, who shall be designated as the Contract Administrator(s). Name:, Richard Kaufman, Vice President, AON, 305-961-5963 Email: Richard.kaufman@aonhewitt com Barbara Pick, Benefits Specialist, AON, 305-961-5969 Email: Barbara.Pick@aonhewitt.com Address: 1001 Brickell Bay Drive, 10th Floor Miami, Florida 33131 The City of Miami representative is Mr. Calvin Ellis, Director, Department of Risk Management. 2.12. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer or Proposer's firm to assist in the performance of services required under this Solicitation. A Sub -Contractor shall be paid through Proposer or Proposer's firm and not paid directly by the City. Sub -Contractors are allowed by the City in the performance of the services delineated within this Solicitation. Proposer must clearly reflect in its Proposal the major Sub -Contractors to be utilized in the performance of required services. The City retains the right to accept or reject any Sub -Contractors proposed in the response of Successful Proposer or prior to contract execution. Any and all liabilities regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for each Sub -Contractors must be maintained in good standing and approved by the City throughout the duration of the Contract. Neither Successful Proposer nor any of its Sub -Contractors are considered to be employees or agents of the City. Failure to list all Sub -Contractors and provide the required information rnay disqualify any proposed Page 30 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 Sub -Contractors from performing work under this Solicitation. Proposers shall include in their Responses the requested Sub -Contractor information and include all relevant information required of the Proposer. In addition, within five (5) working days after the identification of the award to the Successful Proposer, the Successful Proposer shall provide a list confirming the Sub -Contractors that the Successful Proposer intends to utilize in the Contract, if applicable. The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any contract that may result from this Solicitation, any applicable licenses, references, ownership, and other information required of Proposer. 2.13. BID BOND/SURETY BOND Not required. 2.14. PERFORMANCE BOND Not required. 2.15. SPECIFICATION EXCEPTIONS Specifications are based on the most current literature available. Bidder shall notify the City of Miami Purchasing Department, in writing, no less than ten (10) days prior to solicitation closing date of any change in the manufacturers' specifications which conflict with the specifications. For hard copy bid submittals, bidders must explain any deviation from the specifications in writing as a footnote on the applicable specification page and enclose a copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission. For electronic bid submittals, bidders must explain in the Header Section or by an Attachment and, if applicable, enclose a scanned copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission. Additionally, bidders must indicate any options requiring the addition of other options, as well as those which are included as a part of another option. Failure of bidders to comply with these provisions will result in bidders being held responsible for all costs required to bring the item(s) in compliance with contract specifications. 2.16. TERMINATION A. FOR DEFAULT If Contractor defaults in its performance under this Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Contractor shall be liable for damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Contractor was not in default or (2) the Contractor's failure to perform is without his or his subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when it is in the best interests of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so Page 31 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 terminated for the convenience by the City of Miami the Contractor will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so terminated, the City of Miami shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 2.17. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General Conditions and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder' s/proposer's authorized signature affixed to the bidder's/proposer's acknowledgment form attests to this. If a Professional Services Agreement (PSA) or other Agreement is provided by the City and is expressly included as part of this solicitation, no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the PSA or Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Agreement. 2.18. PRIMARY CLIENT (FIRST PRIORITY) The successful bidder(s)/proposer(s) agree upon award of this contract that the City of Miami shall be its primary client and shall be serviced first during a schedule conflict arising between this contract and any other contract successful bidder(s)/proposer(s) may have with any other cities and/or counties to perform similar services as a result of any catastrophic events such as tornadoes, hurricanes, severe storms or any other public emergency impacting various areas during or approximately the same time. 2.19. UNAUTHORIZED WORK The Successful Proposer(s) shall not begin work until a Purchase Order is received. 2.20. CHANGES/ALTERATIONS Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the proposal deadline. 2.21. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: (1) Solicitation issued. (2) Receipt of responses (3) Opening and listing of all responses received (4) Purchasing staff will review each submission for compliance with the submission requirements of the Page 32 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Request for Proposals (RFP) 369325 Solicitation, including verifying that each submission includes all documents required. (5) An Evaluation Committee, appointed by the City Manager, comprised of appropriate City Staff and members of the community, as deemed necessary, with the appropriate technical expertise and/or knowledge, shall meet to evaluate each response in accordance with the requirements of this Solicitation and based upon the evaluation criteria as specified herein. (6) The Evaluation Committee reserves the right, in its sole discretion, to request Proposers to make oral presentations before the Committee as part of the evaluation process. The presentation may be scheduled at the convenience of the Evaluation Committee and shall be recorded. (7) The Evaluation Committee reserves the right to rank the Proposals and shall submit its recommendation to the City Manager for acceptance. If the City Manager accepts the Committee's recommendation, the City Manager's recommendation for award of contract will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recoramendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. The City Manager shall make his recommendation to the City Commission requesting the authorization to negotiate and/or execute an agreement with the recommended Proposer(s). No Proposer(s) shall have any rights against the City arising from such negotiations or termination thereof. (8) The City Manager reserves the right to reject the Committee's recommendation, and instruct the Committee to re-evaluate and make another recommendation, reject all proposals, or recommend that the City Commission reject all proposals. (9) The City Commission shall consider the City Manager's and Evaluation Committees' recommendation(s) and, if appropriate and required, approve the City Manager's recommendation(s). The City Commission may also reject any or all response, (10) If the City Commission approves the recommendations, the City will enter into negotiations with the selected Proposer(s) for a contract for the required services. Such negotiations may result in contracts, as deemed appropriate by the City Manager. (11) The City Commission shall review and approve the negotiated Contract with the selected Proposer(s). 2.22. ADDITIONAL SERVICES Services not specifically identified in this request may be added to any resultant contract upon successful negotiation and mutual consent of the contracting parties. 2.23. EMPLOYEES ARE RESPONSIBILITY OF SUCCESSFUL PROPOSER All employees of the Successful Proposer shall be considered to be, at all times, employees of the Successful Proposer under its sole direction and not employees or agents of the City. The Successful Proposer shall supply competent and physically capable employees. The City may require the Successful Proposer to remove an employee the City deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment under this contract is not in the best interest of the City. Each employee shall have and wear proper identification. All the services required herein shall be performed by the Successful Proposer, and all personnel engaged in performing the services shall be fully qualified to perform such services. Page 33 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 All personnel of the Successful Proposer shall be covered by Workmen's Compensation, unemployment compensation, and liability insurance, a copy of which is to be provided to the City. See the document entitled Insurance Requirements for specific requirements. All applicable taxes, fringe benefits, and training for all personnel for the performance under the contract shall be the sole responsibility of the Successful Proposer. 2.24. RECORDS During the contract period, and for a least five (5) subsequent years thereafter, Successful Proposer shall provide City access to all files and records maintained on the City's behalf. 2.25. TRUTH LN NEGOTIATION CERTIFICATE Execution of the resulting agreement by the Successful Proposer shall act as the execution of truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of the resulting Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which City determines the contract price 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 following the end of the Agreement. Page 34 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK 3.2 Background Information The City of Miami is seeking to qualify health care providers for its Employee Group Benefit Health Plan. The City currently has a total of 3,000 full-time employees and retirees eligible for the medical plan. The City currently offers a self -insured health Point -Of -Service (POS) plan that is administered by CIGNA to all of its full-time employees and retirees, and their eligible dependents. This plan has approximately 3,000 total subscribers composed of approximately 2,000 active employees and 1,000 retirees. There is also a self -insured Out -Of -Area CIGNA plan that covers approximately 40 retirees. The total number of plan participants (employees, retirees and their eligible dependents) is approximately 6,200. Medical Stop Loss insurance that includes both specific and aggregate stop loss protection, with an attachment point of $215,000 for specific losses for this plan is currently underwritten by CIGNA. In addition, the City currently employees 700 part-time and temporary workers and provides the opportunity for them to enroll in a fully insured limited -benefit health plan. The Limited -Benefit Health Plan through Starbridge for temporary and part-time employees has approximately 125 participants. While the majority of the City's retirees reside in Florida, a number of retirees reside in North and South Carolina, Tennessee and Georgia. Participation in the Group Benefit Health Nan is voluntary and is funded by both City's and employee contributions. Both active employees and retirees, and their eligible dependents, including domestic partners and their eligible dependents, are allowed to enroll in the plan. Participation in the Limited -Benefit Health Plan is open to all part-time and temporary employees regardless of the hours worked. The Limited -Benefit Health Plan is almost fidly funded by the part-time and temporary workers with the City providing only a minor contribution. With the eventual implementation of the Employer Mandate of the Affordable Care Act, it is anticipated that the City will need to offer healthcare coverage to about 250 of the temporary workers that are on a fulltime work status. The City is strongly considering offering a separate healthcare plan that meets the minimum essential health benefits requirement. There is a 90 day waiting period for new employees. In certain cases, the 90 day waiting period may be waived for executive class employees. Benefits currently made available to retirees are available upon retirement only. If retirees do not continue coverage into retirement, they may not elect to re -enroll at a later date. Please refer to the attached exhibits for details on the City's current group benefit health plan(s). 3.3 Health Plan(s) Solicited It is the City's intent to offer their active employees and retirees, and for their part-time and temporary workers the following options: 1. A low cost POS plan that meets the minimum essential benefits guidelines Page 35 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 2. A POS plan that matches the current POS plan 3. An Out -of- area (OOA) plan (required only if above plans are not able to provide coverage to out -of -area participants). 4. A Limited Benefit Health plan for part-time employees that provides the same or similar benefits as the current limited benefit health plan currently being offered. The City is seeking proposals on self -insured basis for the POS and OOA plans and on a fully insured basis for the Limited Benefit Health plan. While the City is seeking proposals based on its current health plan, it is also extremely interested in innovative plans and program elements that will promote wellness, increased use of generic drugs, higher fill rates and mail order services for maintenance prescription drugs, elimination or reduction in gaps in care, more cost effective use of diagnostic and mental health services, effective critical disease management services and interactive health management through web -based or telephonic means. Vendors are encouraged to submit proposals on all of the following categories for which they can provide benefits in order to provide the City with the best range of possible alternatives: 1. Self -insured POS health plan matching current benefit levels including vision 2. Self -insured POS health plan meeting minimum essential benefits requirements 3. Limited Benefit Health Plan 4. Third Party Administration (TPA) services including FSA administration for self -insured POS health plans 5. Medical Stop Loss insurance for self -funded health plans 6. Critical Disease Management 7. Mental and Behavioral Plan 8. Pharmacy Benefits Management and Prescription Drugs (RX) provider 9. Employee Assistance Program (EAP) While the City is requesting that proposals be based upon the current plan designs being offered, the City desires that the proposals may include alternative plan design options and costs. If any of the plans deviate from the current schedule of benefits. the alternate plans must clearly identify and explain the deviations in plan design and benefits. In general, the City will be evaluating the Proposals to assess the capabilities in each of the following areas: A. Health Plan 1. Financial stability and experience 2. Network Disruption Report for POS Plan 3. Adequacy of network and qualifications of providers 4. Overall plan costs (fees, claims and/or premiums) and discount arrangements 5. Plan design and benefits 6. Reporting capabilities 7. Medical Management Page 36 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 8. Communications and enrollment capabilities 9. Internet Capabilities 10. Claims administration capabilities 11. Performance Standards 12. COBRA administration 13. Ability to offer requested plan designs/alternatives 14. Account management staff 15. Compliance Capabilities (PPACA, WHCRA, Etc.) 16. Banking B. Stop Loss 1. Financial stability and experience 2. Plan cost (premiums) and caps on premium increases 3. Attachment factors 4. Claims lasering (requesting none) and other exclusions 5. Contractual requirements or caveats utilized as basis for offering coverage 6. Reporting C. Prescription Drugs (RX) 1. Financial stability and experience 2. Dispensing fees 3. Pharmacy Rebates 4. Discounts (retail/brand/mail order/injectables) 5. Formulary 6. Pharmacy network 7. Reporting 8. Medical management programs and/or ability to interface with health plan 9. Cost reduction, mail order, and rebate programs D. Employee Assistance Program (EAP) 1. Financial stability and experience 2. Plan cost 3. Access to Providers 4. Program Design 5. Reporting Page 37 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposats (RFP) 369325 3.4 Attachments and Exhibits NOTE-, Attachment A (Questionnaire) must be completed and returned with Pr000sal. Failure to complete and return Attachment A will deem any submitted Proposal non -responsive. To assist you in the preparation of your Proposal, the City is attaching the following Attachments and Exhibits: List of Attachments to be completed and returned witliTroposal A-1. Questionnaire for POS Health Plans or Third Party Administrators (TPA) A-2. Questionnaire for Stop Loss A-3. Questionnaire for Prescription Drugs (RX) A-4. Questionnaire for Employee Assistance Program (EAP) List of Exhibits provided as information/documentation provided to prepare proposal 1. Census 2. Summary of benefits for current POS Plan 3. Medical Plan Document 4. Claims experience from 2010 Through June 2013 for current POS plan 5. Provider Disruption Report 6. Current Plan Metrics and Utilization Review 7. Top 'Utilized Services by ICD9 Codes 8. Pharmacy Utili7ation Report and Metrics 9. Large claims report and Top Utilized Catastrophic Condition by ICD9 Codes 10. Limited Benefit Health Plan Document and Rates Page 38 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 4. Submission Requirements 4.1. SUBMISSION REQUIREMENTS Proposers shall carefully follow the format and instruction outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and in the order indicated. This information should be provided for the Proposer and any sub -consultants to be utilized for the work contemplated by this Solicitation. Proposals submitted which do not include the following items may be deemed non -responsive and may not be considered for contract award. One (1) original, ten (10) bound copies, and a diskette/CD rom (using Word 6.0 or higher) of your complete response to this RFP must be delivered to: Mr. Todd Hannon, City Clerk City of Miami Office of the City Clerk 3500 Pan American Drive Miami, Florida 33133 Responses must be clearly marked on the outside of the package referencing RFP NO. 369325, Group Benefit Health Plan. Responses received after that date and time will not be accepted and shall be returned unopened to Proposer. No on-line submittals will be accepted. Proposals received at any other location than the aforementioned or after the Proposal submission date and time shall be deemed non -responsive. Proposals should be signed by an official authorized to bind the Proposer to the provisions given in the Proposal. Proposals are to remain valid for at least 180 days. Upon award of a Contract, the contents of the Proposal of the Successful Proposer may be included as part of the Contract, at the City's discretion. PROPOSAL FORMAT The following documentation should be included as a minimum, in the Proposal and submitted to the City. The response to this solicitation should be presented in the following format. Failure to do so may deem your Proposal non -responsive. 1. Cover Page The Cover Page should include the Proposer's name; Contact Person for the RFP; Firm's Liaison for the Contract; Primary Office Location; Local Business Address, if applicable; Business Phone and Fax Numbers, if applicable Email addresses; Title of RFP; RFP Number; Federal Employer Identification Number or Social Security Number. Page 39 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 2. Table of Contents The table of contents should outline, in sequential order, the major sections of the Proposal as listed below, including all other relevant documents requested for submission. All pages of the Proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the table of contents. 3. Executive Summary: Provide an Executive Summary describing elements contained within Proposer's Proposal, including such factors as Organization, Qualifications and Capabilities; Proposed Network and Plan(s) Designs; Customer Service, Banking, Reporting Capabilities, and Benefit Administration; and Price and Cost Effectiveness. Include in detail, evidence that clearly demonstrates Proposer meets the minimum qualification requirements, pursuant to Section 2.6. Proposer's Minimum Qualifications. 4. r oser's a "o alif ti ns ab"ti & • anc a) Describe the Proposer's organizational history and structure; years Proposer and/or firm has been in business providing a similar service(s), and indicate whether the City has previously awarded any contracts to the Proposer/firm. Proposer should include the name of the organi7ation, business phone/fax/e-mail address, contact person and federal tax ID. b) Provide a list of all principals, owners or directors. c) Provide copy of current license to provide said services in the State of Florida. d) Provide (1) the number of years in existence of Proposer, both nationally and in the Florida market; (2) the current number of employees enrolled in the Proposer's plan, both nationally and in Florida, and (3) the primary markets served. Also, discuss specifically Proposer's involvement in providing health care benefits, particularly in the South Florida market. e) Disclose whether broker's fees are paid: (1) Name of agency and address; (2) Name of agent/broker; and (3) Broker's fee whether flat fee or percentage of premium. If not applicable, indicate that the proposal is quoted on a no -commission basis. It is the intention of the City for all contracts to be awarded on a non -commission basis. Consideration will be given during evaluation of same. f) Provide the current number of employees of Proposer; its depth and experience, and number and job classifications of employees anticipated to be assigned to the City's account, particularly in Miami -Dade and Broward Counties, including the overall qualifications of assigned staff particularly its experience with health benefit administration in Florida. Include discussion of employees' diversity and ability of speaking more than one language. g) Provide a list of 2 clients of equivalent size who, for whatever reason, discontinued to use Proposer's services within the past year, and indicate the reasons for the same. Include contact name and number, as well as two current clients. The City reserves the right to contact any reference as part of the evaluation process. Also include your company's total enrollment for 2010 vs. your 2011 enrollment. h) List the subcontractors or sub consultants and include a brief history of their background and experience. i) Provide detailed responses to Attachment A, as applicable. ,Fallure to complete, in full, Attachment and return same with Pr000sal hall deem anv Proposai receivednon- e nsive (Note: .Eposers mav submitpartlaL proposals based on the products offered through their company.) j) Provide any other information which the Proposer deems relevant to its organization and/or its ability to provide quality health care services to the City. Page 40 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 5. Proposed Network and Plan(s) Designs a). Provide detailed responses to Attacl2ment A, as applicable. Failure to cornplete, in full, Attachment and return same o osal shall deem axiyJEiposaI received non -responsive. (Note: Proposers may submit partial proposals based on the products offered through their company.) b). Provide any other information which the Proposer deems relevant to its organization and/or its ability to provide quality health care services to the City. 6. Customer Service. Banking. Reporting Capabilities, & Benefit Administration a). Provide detailed responses to Attachment A, as applicable. Failure to complete. in full. Attachment and return same with Proposal shall deem any Proposal received non -responsive, (Note: Proposers may submit partial pz4posals based roducts offered through their comparwi b). Provide any other information which the Proposer deems relevant to its organization and/or its ability to provide quality health care services to the City. 7. Price and Cost Effectiveness a). Provide detailed responses to Attachment A, as applicable. Failure to complete, in full, Attachment and return same with Proposal shall deem any Proposal received non -responsive. (Note: Proposers may submit partial Proposals based on the products offered through their comp. y.) It is the intention of the City for all contracts to be awarded on a non-conamission basis. Consideration will be given during evaluation of same. b). Provide any other information which the Proposer deems relevant to its organization and/or its ability to provide quality health care services to the City. 8. Local Preference For Proposers seeking local preference consideration in the evaluation process, the following information must be provided with proposal. • State the Primary Local Office Location of the Proposer, and complete Affidavit. (Refer to Section 1.48 Local Preference) • Provide location from which the Proposer will be based to perform the work. Local office means a business within the city which meets all of the following criteria: (1) Has had a staffed and fixed office or distribution point, operating within a permanent structure with a verifiable street address that is located within the corporate limits of the city, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue; for purposes of this section, "staffed" shall mean verifiable, full-time, on -site employment at the local office for a minimum of forty (40) hours per calendar week, whether as a duly authorized employee, officer, principal or owner of the local business; a post office box shall not be sufficient to constitute a local office within the city; (2) If the business is located in the permanent structure pursuant to a lease, such lease must be in writing, for a term of no less than twelve (12) months, been in effect for no less than the twelve (12) months immediately preceding the date bids or proposals were received, and be available for review and approval by the chief procurement officer or its designee; for recently -executed leases that have been in effect for any period less than the twelve (12) months Page 41 of44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 immediately preceding the date bids or proposals were received, a prior fully -executed lease within the corporate limits of the city that documents, in writing, continuous business residence within the corporate limits of the city for a term of no less than the twelve (12) months immediately preceding the date bids or proposals were received shall be acceptable to satisfy the requirements of this section, and shall be available for review and approval by the chief procurement officer or its designee; further requiring that historical, cleared rent checks or other rent payment documentation in writing that documents local office tenancy shall be available for review and approval by the chief procurement officer or its designee; (3) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, a current business tax receipt issued by both the city and Miami -Dade County, if applicable; and (4) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, any license or certificate of competency and certificate of use required by either the city or Miami -Dade County that authorizes the performance of said business operations; and (5) Has certified in writing its compliance with the foregoing at the time of submitting its bid or proposal to be eligible for consideration under this section; provided, however, that the burden of proof to provide all supporting documentation in support of this local office certification is borne by the business applicant submitting a bid or proposal. 9. Performance Guarantees Performance Guarantees will be required regarding: a) Implementation b) Time to Process c) Processing Accuracy d) Financial Accuracy e) Average speed of response f) Account management g) Efficacy of Critical Disease Management Program in regard to ROI h) Efficacy of Wellness program implementation JO. Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Proposal contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEIrlION," with your firm's name and the RFP number marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. Page 42 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 By your designation of material in your Proposal as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attomey's fees and for costs and attorney' s fees incurred by the City by reason of any legal action challenging your claim. Page 43 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Request for Proposals (RFP) 369325 5. Evaluation Criteria 5.1. EVALUATION CRITERIA Proposals shall be evaluated based upon the following criteria and weight: CRITERIA PERCENTAGE Proposer's Organization, Qualifications, Capabilities 15 and Financial Stability Proposed Network and Plan(s) Designs 35 Customer Service, Banking, Reporting Capabilities, 15 and Benefit Administration Price and Cost Effectiveness 30 Local Preference, if applicable 100 % Page 44 of 44 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ATTACHMENT A-1 Questionnaire for Group Benefit Health Plan(s) This QlAestionnaire must be fully completed, in the order sti ulated and returned with Proposal. Failure to answer a uestions and provide with Proposaldeem Proposal non -responsive. Financial Stability and Experience 1. Please articulate your company's core vision specifically in regard to the provision of healthcare services and creative strategies that have been implemented to measure and improve patient centered outcomes. Please include current and planned strategies in regard to patient oriented outcomes or evidence based medicine, critical disease management and wellness strategies. 2. Please provide an explanation of your company's experience and perspective with regard to outcome based reimbursements and with reference based pricing. Please include key metrics and indicators that are used to measure the performance of providers. 3. Please sllmmarize your company's major areas of expertise, consulting specialties, strengths and challenges. 4. Explain why your company is a perfect match for the City of Miami as its health care provider. 5. Please explain what differentiates your company for your competitors and how those differences and directly benefit the City of Miami in optimizing the delivery of quality health care to its employees and retirees. 6. Please detail what assistance your company is providing with regard to assisting your clients to comply with the Patient Protection and Affordable Care Act and other related regulatory compliance requirements. 7. Please detail what services and capabilities that your company is willing to provide with regard to the implementation of a formal wellness program? How large of a wellness fund is your company willing to establish to assist with the implementation and pronaotion of a formal wellness program? If a wellness fund is to be established what restrictions, if any, will be placed on the use and availability of the funds? Please provide the full business name of your company, mailing and physical address, telephone and fax number, email address, and web site address. 9. Which location would be the primary office to service the City's account and what services will be provided through this office? THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. 10. Specifically for Florida, please detail the number and approximate size (number of plan participants (lives or belly buttons)) of public sector customers that your company currently provides services for. 11. Specifically in Florida, please provide the number of clients that have been lost in the last 3 years and a brief explanation as to the reason for the loss. 12. Specifically in Florida, how many new clients have been added? How many of the new clients were from the public sector? 13. Please explain your company's actions in promoting or involving government certified minority owned business enterprises. 14. Please explain the turnover of key professional staff in the last three years specifically in Florida with regard to senior executives, account executives, account management and critical technical employees. 15. Please explain your company's strategy in recruiting and retaining high performing employee. Specifically, how does your company measure and reward performance. 16. Please list other companies with whom you have financial interest (i.e. insurance companies, PPOs, HMO, MGUs, Brokerage operations, etc.). 17. Tn the last five years, has your business entity ever been involved in a merger or had a change of ownership? If yes, please describe. 18. Within the last five years, has your business entity had a change of name, and/or used a d.b.a. or is it operating under an assumed name? 19. What is your current rating with A.M. Best, Moody's, Fitch or Standard & Poor's? 20. Describe any previous or pending lawsuits and/or bankruptcies in the last 7 years. 21. Have any of the company's officers, principals or key executives been involved in adverse regulatory actions or litigations relating to health plan activities. If so, please provide an explanation and detail the current status or resolution of the matter. 22. Have any of the principals in your firm or any of your employees (former or current), ever been indicted or convicted of mishandling/misappropriating any insurance company or client funds? If yes, please provide details. 23. Describe your current procedures for handling client or insured complaints and State Insurance Department complaints. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Attachment A-1— cont. 24. Has the company (TPA) or its principals ever been adjudged bankrupt? If yes, please explain. 25. Have you ever been involved in an audit by the Department of Labor (DOL)? If yes, please provide details. 26. Do you carry a TPA errors & omissions policy? 1. If yes, who is the carrier? 2. What is the expiration date of the policy? 3. What are the limits of coverage for the policy? 4. What is the deductible or self -insured retention? 5. Is the policy written on a claims made policy form or a claims made and reported policy form? 27. Please explain your company's recent experience with any type of major disruption directly affecting your business operations and how it directly impacted your clients. 28. Please explain your company's formal Business Continuity Plan and identify what countermeasures or contingencies that your company has for potential disruptions to client and provider services in the event of either a man-made or natural disaster. Please include any contingencies specifically relating to pandemics. 29. Please provide the company's insurance carrier, expiration dates, limits of coverage and deductibles or self -insured retentions for its General Liability, Professional Errors & Omissions Liability, Director's & Officer's Liability, and Fidelity Bond or Crime coverage. 30. Please briefly explain any claims that have been made against any one of the above policies within the past 3 years. and what countermeasures have been taken to effectively manage the exposure. 31. Provide a list of 5 references of clients of similar size or larger, preferably in the public sector and preferably in Florida. Please include contact name, telephone number and e- mail address. 3 Attachment A-1 — cont. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 1 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. . Please list your 2011 and 2012 annual network turnover rates (percentages) for both voluntary and involuntary turnover. 9. Enter the percentage of providers that are reimbursed by the following methods in the table below: 10. Is your plan licensed by the State of Florida? Licensed in what States outside of Florida? 1 I. When physicians are eliminated from the network, what is the timeframe given to allow participants to complete ongoing treatment procedures? What are the established procedures for the transition of care? 12. What is your company's strategy for recruiting and retaining key medical service providers? Can employees nominate their physician to become a part of your network? 13. If a provider leaves the network and doesn't notify the participant, who is responsible for the claim payment? 14. Does your company have the ability to coordinate services in regard to medical and dental coverages? If so, how will your company interact with the medical and dental provider on claims that are both medical and dental in nature? 15. Are your network providers prohibited from balance billing the patient for any excess of contracted amount, except for deductibles and coinsurance? 16. Are network directories provided on-line and how often are they updated? 17. Are printed directories available? At what cost? How often are they updated? 18. What is the network access fee? Is this included in the administrative services fee or included in claims, or in other? 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Attachment A-1— cont. Discount Arrangements Complete the following CPT-4 Negotiated Fees chart for the designated zip codes as it applies to the POS: CPT-4 Code Procedure Description Negotiated Fee Negotiate d Fee Negotiated Fee Negotiate d Fee Negotiate d Fee Negotiate dFee Broward Co. Dade Co. Palin Beach Co. Statewide Ocala 34470 Raleigh 27602 25500 Radial ShaftFracture, closed treatment 31051 Sinusotomy, withrnucosal strippng 33512 C o B 43200 Esophagoscopy 45330 Sigmoidoscopy, diaostic 45378 Colonoscopy Postflex, diagnostic 52000 Cystoscopy 58150 Abdominal Hysterectomy, total 59400 ObstetricC , o 63045 Laminectomy, cervical 66983 Cataract RemovalRernoval withinsertion 69420 Myringotomy 76091 o bilateral 99243 Ofllce Consultation 595 CesareDeEvery 97128 • nlati e Body ea 19. Complete the following Network Discount chart for the POS: Acute Care Ho pita s Ancillary Facilities Physician County np len Outpatient Combined Pct. Combined Pc Dade Broward Monroe Ocala - 34470 Raleigh - 27602 20. If claims fall outside the network, what claims repricing is available? What vendors are utilized and what is the cost for this service? Adequacy of Network and Qualifications of Providers 1. A disruption report is to be generated and provided with Proposal. Tndicate whether this has been included, and the % of disruption for both the EPP and POS plans. 6 ( THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. 2. Are you NCQA or URAC accredited in the sites you are proposing for the City? If not, please describe your intent and schedule to obtain accreditation. 3. What is the access standard for the networks you are proposing? 4. What is your plan's definition of a primary care provider (PCP) and the types of practices included in this category? 5. If obstetricians are not PCPs, can a woman access an OB/GYN without a PCP referral? 6. What percentage of participating physicians have limited their practice to current enrollment? 7. If a PCP has a closed practice and the patient is enrolled with that PCP under a current plan, will he/she be able to enroll with this PCP under your proposed plans or must he/she enroll with a new PCP? 8. Do the proposed plan networks cover those participants who are currently in the out -of -area plan, or have you proposed an out -of -area plan? 9. Are all PCPs required to have admitting privileges to network hospitals? 10. Who is at risk for referrals to specialists? 11. What happens if a network provider refers a member to a nonparticipating provider? Who is at risk? 12. Is your plan licensed by -the State of Florida? 13. When physicians are eliminated from the network, what is the timeframe given to allow participants to elect a new PCP? What is done for those that require a transition of care? 14. What percentage of your physicians are Board certified? 15. What percentage of your physicians accept Medicare? If not 100%, how is this information made available to participants? 16. What percentage of your physicians have privileges at participating hospitals? 17. What procedures are in place for ongoing assessment of providers? 18. Does your network include the following ancillary providers: imaging centers, diagnostic x-rays and laboratory facilities, durable medical goods, home health care, skilled nursing facilities, birth centers, urgent care facilities and hospices? If no, for any of the above, please list and indicate why not. 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, Attachment A-1— cant 19. Does your network include "Centers of Excellence"? If so, please describe programs, 20. Does your company have guidelines in place whereby participating physicians are required to send patients to third parties for necessary lab work? What percentage of the physicians in your network can handle lab work in their office? 21. Are your network providers prohibited from balance billing the patient for any excess of contracted amount, except for deductibles and coinsurance? 22. Are network directories on-line? 23. Are printed directories available? At what cost? How often are they updated? 24. What is the network access fee? Is this included in the administrative services fee or included in claims, or in other? If other, please explain. 25. Include a Geo Access report based on the City's census for all plans. 26. Complete the following Provider Reimbursement Chart(s). POS Provider Reimbursement (Lf different from above) Indicate ("X") for the reimbursement/payzaent methods for the following types of services. If more than one reimbursement method is used for service, indicate the breakdown by perentages. If percentages cannot be determined, indicate with an (*) which is the primary method. Salary/ Capitation Per Casel DRG Per Diem Discounted Charges* Fee Schedule (incl. RBRVS) Fiill Charges Other ffospftal patient Outpatient Physicians Primary Specialist Lab MHJSA C/D 8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1— cont. 27. Complete the following Physician Count chart for the POS. Broward Co. Dade Co. Total # Drs. # Board Certified Accepts New Pts. Total # Drs. # Board Certified Accepts New Pts. Family Practice General Practice Internal Medicine Obstetrics Pediatrics Gynecology General Surgery Cardiovascular Surgery Orthopedic Surgery Urology Psychiatry Nephrology Dermatology Gastroenterolou Neurology Oncology Otolaryngology Ophthalmology Endocrinology Chiropractic Overall Plan Costs and Discount Arrangements . Is a rate/fee guarantee included? For what time period? 2. If you are proposing a self -insured plan, will you administer run -out? For how long? At what cost? . Are there any initial set-up fees? 4. Confirm you will provide 120 days notice for rate/fee changes. 5. Describe any program s that you have developed to address special areas of focus, in particular, evidence based medicine, patient oriented outcomes, detection of overcharges and overpayments. 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. 6. Please respond to the following with respect to claim overpayments: If errors that resulted in overpayments to providers were detected in such samples, would our client be able to recover these overpayments directly from your orgarti7ation? • If not, how would such overpayments be recovered? • How would you keep our client apprised of your efforts to recover overpayments? 7. Please complete the following Claims Administration and Member Services chart ---. - - ... urn, _ Toll free tel.. shone access to claim and member services Cost Contahunent . ou .11 s iec• Claim ad'udication Productiond distribution of d d drafts, EOBs Network Access Multilinual Ian: acre line Coordination of benefits Member satisfaction surveys IIIIIMIIIIIIMIIIIIIIIIII ,„,... Dcafting o p an documents /mailing of plan documents o employee homes Counseling withrespect to federal and state regulatory requirernents lnitial system set up and adstrationplan yearrevisions Co on with respectto benefits d plan design Financial underwritingfor both business and ongoing reviaion lnitial and ongoing eligfbfflty and enrollment services Iroduction and isanance of d d enrollmentenrolhnent formsand ID cards to employee homes B • collection Irovisionof expected costs or budgeting purposes :Provisionof o ao or 550reporting Claim. fiduciary responsibility - - . , it , ..... - Productior. and dstribution of d providerp:ovidcr directories rroductions of d d claim o Froduction of d ein.1oyee comnuthcation niaterials Shipping of comniunication materials to employees 10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. 8. If you have proposed a self -insured plan, please indicate projected claims: -721 '---- ' - - ,- ---.-- ..w-- - - -- — POS Other 9. Other than those listed on the administrative services chart, are there any other fees or charges that the City would incur if the City accepted your proposal? If so, please indicate here. Reporting Capabilities 1. Attach sample copies of your proposed reporting packages. Include proposed reports for financial, claims, prescription drug costs, stop loss, utilization, billing, accounting, banking, etc. 2. What reporting is available on-line? Is on-line reporting accessible to individuals designated by the City (and approved via I-EIPAA)? Communications and Enrollment Capabilities 1. Describe your interne capabilities in regards to the following areas: • Customization to City of Miami plan design information • Enrollment • Forms • Change of status • Employee personal access information (claims, EOBs, dependent information, etc.) 11 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU MENT. Attachment A-1— cont. Banking Employer/consultant reporting Comparative health care cost information Other 2. What communication materials/assistance are included in your quoted fees/premiums (include materials, staffing and on-line capabilities)? 3. Can the City's logo be included on these materials? Is there an additional charge? 4. Describe your enrollment options (paper, on-line, recorded media, etc.). 5. Describe the communications that are available, and in what format for: Enrollment Network information Claims information 6. Please attach samples (including ID card) Claims Administration Capabilities 1. How many months of historical claim data are stored in your claims system? 2. How far back in time can claims be processed on your system? 3. Is your system an on-line, direct access system or a plan/claims information storage and retrieval system? Provide a flowchart or brief description of its operation. 4. How long has your claims payment system been operational? 5. Can eligibility and claims transactions be accessed by the same person? 6. Describe enhancements made in the last 12 months and those planned for the next 12 months. 7. Describe the mechanics/process of screening for duplicate claims. 8. Can your system accept and track full eligibility data? 9. Can. your system track each dependent by the dependent's name and social security number? 10. What is your process for establishing student eligibility? Incapacitated dependent status? 11. -Under what conditions and by which individuals can your claims system be manually ovel idd en? 12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. 12. How are manual overrides (if any) to your claims system are reviewed by claims managers? 13. What are the minimum requirements for claims history transferred to your system(s) on a new account basis? 14. What system platforms are utili7ed for plan administration? Please describe. 15. Will a direct claims payment system be utilized? 16. How long has the claims payment system been in place? 17. What percentage of claims are automatically adjudicated? 18. What are the claims administration standards? 19. How are non -network and out -of -area provider claims identified and paid? 20. What are the Eastern Standard Time hours of operation for the claims unit? 21. How are claims staffing levels established? 22. Is there a dedicated claims unit for the City? 23. How many bilingual customer service staff members do you have, and what languages do they speak? 24. Provide a copy of all certificates, procedures snd protocol for HEPAA compliance as required to date and for future scheduled compliance. 25. Do you maintain Performance Standards? If so, please describe the metrics and processes used? Is a third party independent auditing company used in the process? Ability to Administer Requested Plan Designs/Alternatives 1. Are you able to administer the POS plan design as designated in this proposal? 2. If not, please indicate the deviations per plan. All deviations from the current POS plan must be indicated in your response. 13 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. Account Management Staff 1. Complete the following chart with information on the management and service team you propose for our clients. Role Name Title Percent of Time Commitment to City of Miami Through Implementation After Implementation Account Manager Day to Day Liaison Implementation Coordinator Customer Service Supervisor Claim Administration Supervisor Network Management and Fligibiltr Liaison Other 2. Include the resumes of the above proposed team members. Is designated staff expected to maintain measurable client satisfaction standards? If so, please describe. Banking 1. What are your billing and premium payment procedures? 2. What financial reporting is included? 3 What are the funding requirements (Le., checks issued, checks cleared?) 4. Is bank reconciliation included in your fees/premiums? 5. Is your company willing to fund a third party independent audit of its services and performance including accuracy of claims payment and timeliness of payments? If so, how much is your company willing to contribute to pay for the auditing service? 6. Please give the following information for your principal banking relationship (to be used as reference): 14 Attachment A-1 — cont. • Bank name • Address • Phone number • Contact name and title THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Overall Plan Costs and Fees 1. Is a rate/fee guarantee included? For what time period? (Minimum of 2 years preferred.) 2. Will you administer run-in? At what cost? 3 Will you administer run -out? At what cost? 4. Are there any initial set-up fees? 5. Confirm you will provide 120 days notice for rate/fee changes. 6. Describe any programs that you have developed to address special areas of focus, in particular, detection of overcharges and overpayments. • How is criteria developed for these programs? • Are outside physician/nurse/consultants retained to review questionable claims? • What procedures are in place to screen appropriateness of treatment against DRGs? How do you detect and guard against the practices of "upcoding" and "upbtnadling"? Identify appeal process triggers that allow claims to be investigated further. Under what appeal circumstances would you request medical records? At what level are medically necessary determinations made? Are any outside peer review firms utilized? What is your ability to provide written rationale when a claim is determined not to be medically necessary? 15 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont 7. Respond to the following with respect to claim overpayments: If errors that resulted in overpayments to providers were detected in such samples, would our client be able to recover these overpayments directly from your organi7ation? • If not, how would such overpayments be recovered? • How would you keep our client apprised of your efforts to recover overpayments? 8 Describe your procedures for hospital bill audit including criteria for bills selected for audit and costs associated with this service. 9. Complete the following charts. _ A • 7 - - r - - CS - - =l TT - Toll free tele .hone access to claim and member services (8-5 ES Automated claim check to identify an eliminate up codiny, or unbundling of claims Cost Containment .ro • ams, s. ecify Claimad'u "cation Altemative claim repricing services Productiou and distribution of standard drafts, EOBs NetworkAccess Multilinguallangua:eline Coordination ofbenefits IIIIIIIIIIIII Member satisfaction surve -+ • - , ----------- - -,, Vii i ' r)rafting ofRIandournents Printing tmailingof plan documents o emj,loyee hoines Comiseling with espect to federal and state regulatoryrequirements Initia1 systenset p and admi-nistraffoii of plan year e on Consiiltation withrespect o benefitsd plan design Financialdetwr_it it gi for both new business and ongoing revision Irdtiai and ongohig eligibility and enrollment services Production and issuance of standard enrollment forms and ID cards to employee homes Billing/preniirim collection Provision of expected costs for budgtingpurposes Provision of information for 5500 reportin Claixn fiduciary responsibility 16 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1— cont. Production and distribution of standard provider directories Article "VI. Projected Claims ...t. . . a 't ' 1 .... .... . . ..... .. POS based on Cutrent PlanDesign POS based ouMinirnumEssentialBenefits Proposed Revised POS Other 10. Other than those listed on the administrative services chart, are there any other fees or charges that the City would incur if the City accepted your proposal? If so, please indicate here. 17 Attachment A-1— cont. Reporting Capabilities 1. Complete the following chart: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. est and Receipt Performance Standards Report Disease Management Case Management Eligibility Reporting Discount Reporting COBRA Wire Transfer/Bank Back Up Reports Other NO.I.E: Please indicate above if there is a difference in reporting available between the POS plans. 2. Attach sample copies of your proposed reporting packages. Include proposed reports for financial, claims, utili7ation, billing, accounting, banking, etc. 3. What reporting is available on-line? 4. Is on-line reporting accessible to individuals designated by the City (and approved via HIPAA)? 5 If on-line data is available, what are the capabilities to manipulate the data for special reports? Is there an additional cost for this access? 6. If reporting is not available on-line, what are the optional reports available, and the corresponding costs? 7. Do you provide Return on Investment reports Disease Management and Case Management? What other types of reports are available in this area? Cari you provide monthly threshold reporting for stop loss purposes? 18 Attachment A-1 — cont. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 9. Can you provide large claims reporting which will include diagnosis/prognosis for stop loss providers? Medical Management 1. What are the hours of operation based on Eastern Standard Time? 2. How are weekend and after-hours emergency calls handled? 3. Who reviews and authorizes pre -admission certification? What are their credentials and training? 4. What guidelines and protocols are used to determine necessity for pre -operative days and appropriate length of stay? 5. When is concurrent review initiated? What are your criteria and who performs on -site reviews? 6. How are denials handled? 7. Describe your appeals approach. 8. Describe your available Disease Management Program? Are these included in your proposed plans or are they an additional cost? 9. How axe cases identified for possible case management? (What are the triggers? Are they via h-uman intervention, are they on-line triggers, are they provided via reports, are they integrated with other providers such as an individual RX provider, etc.?) 10. Is there a direct linkage between the UR/pre-cert process and case management? 11. Describe any other claim cost management providers and processes you may use and associated charges (Note: these charges/services should be noted on the Claims Administration and Member Services chart). 12. What level of utili7ation review services are performed? 13. Are utilization review services performed in-house or through an outside vendor? 14. Describe your procedures for professional medical claims review. 15. Describe your procedures for auditing and/or negotiating provider bills. 16. Is there a maternity management program? Please describe and designate any additional cost. 19 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. 17. Is a 24-hour nurse line included? If not, what is the additional cost? 18. Please provide brief responses as to what criteria are used to: • evaluate medical necessity of inpatient hospitalizations and continued stay review; • determine medical necessity for outpatient surgical procedures; • determine medical necessity for outpatient testing; • determine medical necessity for specialty referrals; and • determine medical necessity for physical, occupational and speech therapy. 19. Please provide NEDIS scores for the last two years for the following metrics and indicate if Proposer's HEDIS data was audited by a certified HEDIS audit firm. (a) medical inpatient days per 1,000 members (b) psychiatric/substance abuse days per 1,000 members (c) medical inpatient admissions per 1,000 members (d) psychiatric/substance abuse inpatient admissions per 1,000 members (e) percentage of C-section deliveries (f) administrative cost percentage (g) rate trends (four years, if available) specifying inpatient, outpatient and drug costs per member Internet Capabilities 1. Describe your Internet capabilities in regards to the following areas: • Custorni7ation to City of Miami plan design information • Enrollment • Forms • Change of status • Employee personal access information (claims, EOBs, dependent information, etc.) • Banking • Employer/consultant reporting • Comparative medical cost information • Other Communications and Enrollment Capabilities 1. What communication materials/assistance are included in your quoted fees/premiums (include materials, staffing and on-line capabilities)? 2. Can the City's logo be included on these materials? Is there an additional charge? 20 ( THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. AttachnzentA-1 — cont. 3. Describe your enrollment options (paper, on-line, recorded media, etc.). 4. Describe the communications that are available, and in what format for: • Enrollment • Disease management • Maternity care • Health risk assessment • Network information • Prescription drug programs 5. Attach samples (including ID card) Performance Standards 1. Are performance guarantees included in your Proposal? Is there an additional charge? 2. Provide the standard performance guarantees for the following: • Implementation (including ID card production and distribution) • Claim turnaround time • Financial accuracy - • Average speed of answer • Overall customer satisfaction • Processing accuracy • Account management (including management reports and renewal information delivery) • Telephone response time (including abandonment rate and average speed of answer) 3 Provide your performance results in the above categories for 2003. 4. Are you proposing any financial incentives or penalties with your Performance Guarantees? Claims Administration Capabilities 26. How many months of historical claim data are stored in your claims system? 27. How far back in time can claims be processed on your system? 28. Is your system an on-line, direct access system or a plan/claims information storage and retrieval system? Provide a flowchart or brief description of its operation. 29. How long has your claims payment system been operational? 30. Can eligibility and claims transactions be accessed by the same person? 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. 31. Describe enhancements made in the last 12 months and those planned for the next 12 months. 32. Describe the mechanics/process of screening for duplicate claims. 33. Can your system accept and track full eligibility data? 34. Can your system track each dependent by the dependent's name and social security number? 35. What is your process for establishing student eligibility? Incapacitated dependent status? 36. Under what conditions and by which individuals can your claims system be manually overridden? 37. What is the dollar threshold that must be reached before an individual medical claim payment must be approved by a claim supervisor? What other criteria are used to require supervisory intervention? 38. How are manual overrides (if any) to your claims system are reviewed by claims managers? 39. What are the minimum requirements for claims history transferred to your system(s) on a new account basis? 40. What system platforms are utilized for plan administration? Please describe. 41. Will a direct claims payment system be utilized? 42. How long has the claims payment system been in place? 43. What percentage of claims are automatically adjudicated? 44. What are the claims administration standards? 45. What database do you use for R&C? How often is your database updated? 46. What level do you typically pay R&C at, and will you let the City set that percentile? 47. How are non -network and out -of -area provider claims identified and paid? 48. What are the Eastern Standard Time hours of operation for the claims unit? 49. How are claims staffing levels established? AttnchmentA-1— cont. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 50. Is there a dedicated claims unit for the City? 51. How many bilingual customer service staff members do you have, and what languages do they speak? 52. Will you allow outside auditors? What are the parameters/restrictions/costs, if any? 53. If you are proposing on more than one plan, are these plans administered on the same platform? If not, please describe the differences. COBRA Administration 1. Provide a description of the COBRA services to be provided and all fees. 2. Provide an overview of your administration process, from initial eligibility to termination of COBRA coverage. 3. Provide copies of all letters and notifications used during this process. HTPAA 1. Provide a description of the services to be provided and all fees. 2. Provide a copy ofall certificates, procedures and protocol for HIPAA compliance as required to date and for future scheduled compliance. Other Compliance Capabilities 1. Please describe any other compliance services available to the City that are included in your fees (WHCRA, Section 125 services, etc.) 2. Please describe any other compliance services available to the City at an additional charge (Note: these items should be included Claims Administration and Member Services chart). Ability to Administer Requested Plan Designs 1. Are you able to administer the 3 health plan designs as designated in this proposal? 2. Ifnot, please indicate the deviations per plan. All deviations must be indicated in your response. Account Management Staff 1. Complete the following chart with information on the management and service team you propose for our clients. 23 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-1 — cont. Role Name Location Title PercentTime CommitmentContmitment to city of . . lmplementation Ixnp1ementation Account Manager Day to Day Liaison Imp1ementation Coordinator Customer Service Supervisor Claim Administraffon Supervisor Clinical Management Supervisor Network ag Liaison Systems Manager Actuary Underwriter Other 2. Include the resumes of the above proposed team members. 3. Is designated staff expected to maintain measurable client satisfaction standards? If so, please describe. Pooling Point 1. What is the pooling point, if applicable, for your fully insured proposed plans? Banking 1. What are your billing and premium payment procedures? 2. What financial reporting is included? 3. What are the funding requirements (i.e., checks issued, checks cleared?) 4. Is bank reconciliation included in your fees/premiums? 5. Please give the following information for your principal banking relationship (to be used as reference): • Bank name • Address • Phone nuniber • Contact name and title 6. Please submit sample fmancial reporting package. 24 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ATTACH:WO T A-2 Questionnaire for Stop Loss This Questionnaire must be fullv completed, in the order stipulated, and returned with Proposal. Failure to answer all questions and provide with Proposal shall deem Proposal non -responsive. Financial Stability and Experience 1. What is your current rating with A.M. Best or Standard & Poor's? 2. Please provide the full business name of your company, mailing and physical address, telephone and fax number, email address, and web site address. 3. Which location would be the primary office to service the City's account and what services will be provided through this office? 4. Please list other companies with whom you have financial interest (i.e. insurance companies, PPOs,HMO, MGUs, Brokerage operations, etc.). 5. In. the last five years, has your business entity ever been involved in a merger or had a change of ownership? If yes, please describe. 6. -Within the last five years, has your business entity had a change of name, and/or used a d.b.a. or is it operating under an assumed name? 7. Describe any previous or pending lawsuits and/or bankruptcy in the last 7 years. 8. Have any of the principals in your firm or any of your employees (former or current), ever been indicted or convicted of mishandling/misappropriating any insurance company or client funds? If yes, provide details. 9. Pro vide list of references. Plan Costs for Stop Loss (Requested Contract Type — 24/12) Please enter the proposed costs: EPP P OS OOA Specific Stop Loss Employee $ /month $ /month Imonth $200,000 Family $ /month $ /month halonth OR Attachment A-2 — cont. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Specific Composite: $ Aggregate EPP POS OOA month $ /month $ /month month /month /month Aggregate Attachment Factors Employee $ month $ /month Family $ month $ /month Annual $ year $ /year $ /month /month /year 2. Supply alternative stop loss levels as well (i.e $200,000, $250,000, $300,000) 3. How long are these premiums guaranteed? Claims Lasering (requesting none) and Other Exclusions 1. The City does not want to have claims lasering. Please state if there will be any lasering of claims. 2. Indicate if there will be any other exclusions. Contractual Requirements or Caveats Utilized as Basis for Offering Coverage 1 State Pr y contractual requirements or caveats that will be applicable in order for this coverage to be in effect. 2. The City expects that RX will track towards stop loss. Please confirm. 3 How does specific apply to a maternity case when there are two claims for mother and child? Reporting 1. State reporting available and timing. 26 ( THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ATTACHMENT A-3 Questionnaire for Prescription Drugs (RX) ThiL�uestionnaire must be fully completed, in the order stipulated and returned with Proposal. Failure to answer all questions and provide with Proposal shall deem Proposal non -responsive. Financial Stability and Experience 1. What is your current rating with A.M. Best or Standard & Poor's? 2. Please provide the full business name of your company, mailing and physical address, telephone and fax number, email address, and web site address. 3 Which location would be the primary office to service the City's account and what services will be provided through this office? 4. List other companies with whom you have financial interest (Le. insurance companies, PPOs,HMO, MGUs, Brokerage operations, etc.). 5. In the last five years, has your business entity ever been involved in a merger or had a change of ownership? If yes, please describe. 6. Within the last five years, has your business entity had a change of name, and/or used a d.b.a. or is it operating under an assumed name? 7. Describe any previous or pending lawsuits and/or bankruptcy in the last 7 years. 8. Have any of the principals in your firm or any of your employees (former or current), ever been indicted or convicted of mishandling/misappropriating any insurance company or client funds? If yes, please provide details. 9. Do you have a drug exception form for doctors? If so, provide sample. 10. How will pharmacy rebates be distributed and how frequently? 11. Please explain your capabilities with regard to providing a narrowed pharmacy network? 12. Provide list of references. Dispensing Fees 1. What are your dispensing fees? 2. Are there any other fees associated with your RX proposal? 27 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-3 — cont. Discounts 1. What is your discount from the average wholesale price (include for brand, generic and mail order)? 2. Do you offer an injectables program? If so, please describe procedures and applicable savings. Formulary 1. Include a copy of your formulary. 2. How often are changes made to your formulary? 3. Is pre -authorization required on any drugs? Include list, if applicable. Pharmacy Network 1. Please describe the proposed pharmacy network for the City (include national network options). 2. Is there a toll -free customer service number? 3. What are the Eastern Standard Time hours of operation? Reporting 1. List the RX reports that are included in your proposal and the tamingtiniing of distributiou of these reports. 2. Axe these reports available on-line? If so, is it available to the City's consultant if approved Business Associate? Medical Management Programs 1. What RX medical management programs are included in this proposal? 2. Does your company have the ability to interface with the health plan provider and provide data as necessary? 28 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Attachment A-3 — cont. . For Proposer's concurrent DUR program, indicate whether it includes the following. Explain how the information is obtained. Yes No Drug -to -drug interaction Drug -to -allergy interaction Drug -to -medical condition interaction Duplicate prescription Prescriptions that exceed maximum dosage Early refill Appropriate drug usage ("off -label" uses) Exceptional activity Therapeutic duplications Patient over- and under -utilization Other (List) Cost Reduction or Rebate Programs I. Is the City eligible for any RX rebate programs under your Proposal? 2. Is the City eligible for any other cost reduction programs under your Proposal? 29 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ATTACIEVIENT A-4 Questionnaire for Employee Assistance Program (EAP) estionnai be fill-y completed, in the order stipulated and returned with Proposal. Failure and provide with Proposal shall deem Pro osal non-res onsive. Financial Stability and Experience 1. What is your current rating with A.M. Best or Standard & Poor's? 2. Please provide the full business name of your company, mailing and physical address, telephone and fax number, email address, and web site address. 3. Which location would be the primary office to service the City's account and what services will be provided through this office? 4. Please list other companies with whom you have financial interest (i.e. insurance companies, PPOs,HMO, MGUs, Brokerage operations, etc.). 5. In the last five years, has your business entity ever been involved in a merger or had a change of ownership? If yes, please describe. 6. .Within the last five years, has your business entity had a change of -name, and/or used a d.b.a. or is it operating under an assumed name? 10. Describe any previous or pending lawsuits and/or bankruptcy in the last 7 years. 7. Have any of the principals in your firm or any of your employees (former or current), ever been indicted or convicted of mishandling/misappropriating any insurance company or client funds? If yes, please provide details. 8. Provide list of references. Plan Cost 1. What are your fees associated with each plan design? 2. Are there any other fees associated with your EAP proposal? Access 1. Do you use a specific network of doctors that are available for this program? If so, please provide a list of providers. 2. Is your program available 24 hours a day? THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. .A.ttachtnent A-4 — cont. 3. Do you have toll free access? 4. Can all family members access your program? Reporting 1. List the reports that are included in your proposal and the timing of distribution of these reports. 2. Are these reports available on-line? If so, is it available to the City's consultant if approved Business Associate? Program Design I. Please provide the details of your plan design. 2. Are there options available? 31 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT B SERVICES (ADMINISTRATIVE SERVICES ONLY AGREEMENT TOGETHER WITH ITS EXHITS AND SCHEDULES) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Administrative Services Only Agreement By and Between City of Miami "Employer" And Cigna Health and Life Insurance Company "CHLIC" Effective Date: January 1, 2014 THIS AGREEMENT AND ITS TERMS ARE PROPRIETARY AND CANNOT BE DISCLOSED WITHOUT THE PERMISSION OF EACH OF THE PARTIES THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS Table of Contents DOCUMENT. Definitions................ .................... .......................... ............... .............. .......................... 3 Section 1. Teiiii and Termination ofAgreement4 Section 2. Claim Administration and Additional Services 4 Section 3. Funding and Payment of Claims ........ ...................... ...................... ................... 5 Section 4. Charges 6 Section 5. Enrollment and Determination of Eligibility... .................... ................ 6 Section 6. Claim Audits and Confidentiality 6 Section 7. Plan Benefit Liability 7 Section 8. Modification of Plan and Charges 8 Section 9. Modification of Agreement ............... .............. ..... . ................. ........................ 8 Section 10. Laws Governing Contract 8 Section 11. Infoiiiiation in CHLIC's Processing Systems 9 Section 12. Resolution of Disputes9 Section 13. Third Party Beneficiaries ............. ..... . ..... . .................. ................................ 9 Section 14. Waivers 9 Section 15. Headings 10 Section 16. Severability 10 Section 17. Force Majeure 10 Section 18. Assignment and Subcontracting 10 Section 19, Notices 10 Section 20. Identifying Information and Internet Usage 10 SIGNATURES ......... ...... ....... ........................... ................ ..... ...... rror! Bookmark not defined. Schedule of Financial Charges 12 Exhibit A - Plan Document 23 Exhibit B — Services 24 Exhibit C — Claim Audit Agreement (Sample) 35 Exhibit D — Privacy Addendum 38 Exhibit F — California Transfer Addendum to ASO Agreement 48 Schedule of Financial Charges 51 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. THIS AGREEMENT, effective January 1, 2014 (the "Effective Date") is by and between City of Miami ("Employer") and Cigna Health and Life Insurance Company ("CHLIC"). 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 CHLIC to fumish 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. Applicable Law — means the state, federal and intemational laws and regulations that apply. Applicable Law includes but is not limited to the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations thereunder ("ERISA"), the Health Insurance Portability and Accountability Act of 1996, as amended and the rules and regulations thereunder ("HIPAA"), the Foreign Corrupt Practices Act ("FCPA") and any other anti -bribery or anti -corruption laws in the countries where the Parties conduct business. Bank Account -- a benefit plan account with a bank designated by CIELIC; 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 CHLIC to make for health care services and/or products that CHLIC 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. Participating Providers — providers of health care services and/or products, who/which contract directly or indirectly with CHLIC 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 CHLIC, each a "Party" and collectively, the "Parties". Plan Year — the twelve (12) month period, beginning on the Effective Date and, thereafler, 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. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement Section 1. Term and Termination of Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 this 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 CHLIC any charges identified in this Agreement when due provided CHLIC 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 CHLIC'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; b. The date upon which Employer fails to fund the Bank Account as required by this Agreement for claims under the Pharrnacy Benefit or fails to pay CHLIC any charges in connection with the Pharmacy Benefit identified in this Agreement when due, provided CHLIC 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), CHLIC will continue to be the exclusive provider of Pharmacy Benefit administration services for the Plan's Pharmacy Benefit. In the event that Employer purports to terminate such arrangement or enters into an agreement with another pharmacy benefit manager ("PBM") or other third party to provide any or all pharmacy benefit management services for Employer's benefit plan prior to the end of such thirty-six (36) month period, then, within thirty (30) days of CHLIC's written request, Employer shall pay CHLIC the amount of $2.25 per the average monthly number of Members who were enrolled in the Plan's Pharmacy Benefit from the beginning the thirty- six (36) month period to the effective date of such purported termination or other agreement multiplied by the number of months remaining until the end of the thirty-six (36) month period. Section 2. Claim Administration and Additional Services a. While this Agreement is in effect, CHLIC 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) deteimine the Plan Benefits, if any, payable for such claims; (iii) disburse payments of Plan 12/18/2013 4 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. b. Following (i) termination of this Agreement, except pursuant to Section 1 (iii); (ii) termination of Plan benefit option or (iii) teiniination of eligible Members, if the required fees have been paid in full, if any, CHLIC 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, CHLIC 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. CHLIC is not required to provide proprietary infoimation to Employer or any other party. c. Employer hereby delegates to CHLIC the authority, responsibility and discretion to determine coverage under the Plan based on the eligibility and enrollment infoiiiiation provided to CHLIC by Employer. Employer also hereby delegates to CHLIC the authority, responsibility and discretion to (i) make factual determinations and to interpret the provisions of the Plan to make coverage determinations on claims for Plan Benefits, (ii) conduct a full and fair review of each claim which has been denied as required by ERISA, (iii) decide level one mandatory appeals of "Urgent Care Claims" "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, CHLIC 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 the following (collectively "Bank Account Payments"): (i) Plan Benefits; (ii) those charges and fees identified in the Schedule of Financial Charges as payable through the Bank Account 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 CHLIC; and (iii) amounts paid to CHLIC's affiliates and/or subcontractors for, among other things, network access or in- and out -of network health care services/products provided to Members. CHLIC may credit the Bank Account with payments due Employer under a stop loss policy issued by CHLIC or an affiliate. b. CHLIC, as agent for the Employer, shall make Bank Account Payments from the Bank Account, in the amount CHLIC reasonably determines to be proper under the Plan and/or under this Agreement. c, In the event that sufficient funds are not available in the Bank Account to pay all Bank Account Payments when due, CHLIC shall cease to process claims for Plan Benefits including Run -Out Claims. d. CHLIC will promptly adjust any underpayment of Plan Benefits by drawing additional funds due the claimant from the Bank Account. In the event CHLIC overpays a claim for Plan Benefits or pays Plan Benefits to the wrong party, it shall take all reasonable steps to recover the overpayment; however, CHLIC shall not be required to initiate court, mediation, arbitration or other administrative proceedings to recover any overpayment. CHLIC shall not be responsible for reimbursing any unrecovered payments of Plan Benefits unless made as a result of its gross negligence or intentional wrongdoing. 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 12/18/2013 5 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUNIENT. CHLIC for any Bank Account Payments paid by CHLIC with its own funds and no such payment by CHLIC shall be construed as an assumption of any of Employer's liability. This Section 3 shall survive termination of this Agreement. Section 4. Charges a. Charges. CHLIC 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. CHLIC may reasonably revise the methodology for calculating late payment charges upon thirty (30) days' advance written notice to Employer. b. 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. c. Retroactive Member Chan es and Terminations. Employer shall remain responsible for all charges and Bank Account Payments incurred or charged through the date CHLIC 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, CHLIC shall credit to Employer the reduction in charges charged for the shorter of (a) the sixty (60) day period preceding the date CHLIC processes the notice, or (b) the period from the date of the change or termination to the date CHLIC processes the notice. This Section 4 shall survive termination of this Agreement. Section 5. Enrollment and Determination of Eligibility a. Eligibility Determinations and Information. Employer is responsible for administering Plan enrollment. In determining any person's right to benefits under the Plan, CHLIC 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 CHLIC in a format and with such other information as reasonably may be required by CHLIC 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 CHLIC with accurate enrollment and eligibility information, benefit design requirements, or other agreed -upon information in CHLIC's standard timeframe and format, CHLIC shall have no liability under this Agreement for any act or omission by CHLIC, or its employees, affiliates, subcontractors, agents or representatives, directly or indirectly caused by such failure. c. Reconciliation of Eligibility and Information and Default Terminations. CHLIC 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, CHLIC may terminate coverage for any Member not listed as eligible in Employer's submitted eligibility information. Section 6. Claim Audits and Confidentiality a. Claim Audit. Employer may, in accordance with the following requirements and at no additional charge while this Agreement is in effect, audit CHLIC's payment of Plan Benefits: 12/18/2013 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL Client Name: City of Miami CAN BE SEEN AT THE END OF THIS Administrative Services Only Agreement DOCUMENT. i. Employer shall provide CI-ILIC forty-five (45) days advance wntten request for audit from the later of (i) receipt by CHLIC of the audit scope letter or (ii) the fully executed Claim Audit Agreement attached hereto as Exhibit C. Employer will designate with CHLIC's consent, such consent not to be unreasonably withheld, an independent, third party auditor to conduct the audit (the "Auditor). In addition, Employer and CHLIC will agree upon the date for the audit during regular business hours at CHLIC'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 CHLIC' 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 terms 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 teiiiis of this Agreement and the Privacy Addendum in Exhibit D, a signed Business Associate agreement between Employer and its designee, and a signed Confidentiality Agreement by applicable designee, CHLIC shall release copies of confidential claims and Plan Benefit payment information in CHLIC's claims system ("Confidential Information") and may release copies of proprietary information relating to the Plan in CHLIC's claims system ("Proprietary Information") to the Employer and/or its designees. Employer agrees that Employer and its designees will keep Confidential Info! illation 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 CHLIC pursuant to this paragraph b. ii. CHLIC 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, including, without limitation, 201 CMR 17.00: Massachusetts Standards for the Protection of Personal Information of Residents of the Commonwealth. c. Upon telmination of this Agreement and subject to the provisions of Section 6.b above, CHLIC 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 6 (b), shall survive telmination of this 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 CHLIC, 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. CHLIC shall reasonably cooperate with Employer in its defense of such actions. 12/18/2013 7 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU M ENT. If Employer directs CHLIC in writing to pay 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 CHLIC for any liability or expenses (including reasonable attorneys' fees) CHLIC may incur in connection with making such payments. b. Employer Liability for Plan Related Expenses. Employer shall reimburse CHLIC for any amounts CHLIC 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. The reimbursement obligations set forth in this Section 7 shall survive termination of this Agreement. Section 8. Modification of Plan and Charges a. CHLIC 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) clays' 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 CHLIC to calculate its charges under this Agreement, and/or (v) upon any change in law or regulation that materially impacts CHLIC's liabilities and/or responsibilities under this Agreement. b. Employer shall provide CI-LLIC written notice of any modification or amendment to the Plan sufficiently in advance of any such change as to allow CHLIC to implement the modification or amendment. Employer and CHLIC shall agree upon the manner and timing of the implementation subject to CHLIC's system and operational capabilities. 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 pursuant to Section 8 above may be made by written notice to Employer by CHL1C. If Employer pays such revised charges or fails to object to such revision in writing within fifteen (15) days of receipt, this Agreement shall be deemed modified to reflect the charges as communicated by CHIC. Section 10. Laws Governing Contract a. This Agreement shall be construed in accordance with the laws of the State of Connecticut without regard to conflict of law rules, and both Parties consent to the venue and jurisdiction of its courts. b. The Parties shall perform their obligations under this Agreement in conformance with all Applicable Laws and regulatory requirements. 12/18/2013 8 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUN/IENT. Section 11. Information in CHLIC's Processing Systems CHLIC may retain and use all Plan -related claim and Plan Benefit payment information recorded for or otherwise integrated into CHLIC'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). CHLIC will retain claim and payment information as required by Applicable Law. Section 12. Resolution of Disputes 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 proceeding shall 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 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 this 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. This Section 12 shall survive termination of this Agreement. Section 13. Third Party Beneficiaries This Agreement is solely for the benefit of Employer and CHLIC. It shall not be construed to create any legal relationship between CHLIC and any other party. Section 14. Waivers No course of dealing or failure of either Pa shall be construed as a waiver of such term, deemed a waiver of any other default. to strictly enforce any term, right or condition of this Agreement t or condition. Waiver by either Party of any default shall not be 12/18/2013 9 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Section 15. Headings 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 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 CHLIC 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 CHLIC, their einployees, 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 CHLIC, their 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 CHLIC may assign any right, interest, or responsibility under this Agreement to its affiliates and/or subcontract specific obligations under this Agreement provided that CHLIC shall not be relieved of its obligations under this Agreement when doing so. Section 19. Notices 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 CHLIC: Cigna Health and Life Insurance Company 401 Chestnut Street Chattanooga, TN 37402 Attention: Jenny Wilson, Underwriting Director To Employer: City of Miami 444 SW 2nd Ave, 9th Floor Department of Risk Management Miami, FL 33130 Attention: Calvin Ellis 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 Except, as necessary in the perforrnance 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. 12/18/2013 10 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Signature page intentionally deleted as this ASO Agreement is part of the Professional Service Agreement. 12/18/2013 11 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Schedule of Financial Charges Certain fees and charges identified in this Schedule of Financial Charges will be billed to Employer monthly in accordance with CHLIC's then standard billing practices. However, CHLIC is authorized to pay all fees and charges from the Bank Account unless otherwise specified in this Agreement. ''..;?'''.''',,1 ''';',4. ' ' '''''', Product '',"' '', "14 4;•'t A-1:-;4,4: ',.1 :. V.Igi li'' ' -.44:11.4,, , 1.. p,';'4:0 ;[:"'";;''.;:::'' 114'&);121i'• Description :1 --, , ' ' v;'ge,„::) edical • Network Point ofService Open Access (POSOA) with PHS Plus Medical Management 518.53/employee/month Medical • Comprehensive with PHS Medical Management $18.85/employee/month Vision • Vision Care 0.32/employee/month 4srm• 4., „0.1.,t4f,' A ,,:< f i fo. Description Charge Product Medical • Network POSOA Access Fee S18.40/employee/month Medical • Comprehensive Care Coordination Fee 5.40/employee/month Behavioral Health An Administrative Charge for Mental Health/Substance Abuse Services, including lifestyle management programs and a cognitive behavioral modification program, a Complex Psychiatric Case Management program, and a Narcotics Therapy Management program, will be processed through the Bank Account for members residing in North Carolina with a Network Product. 2.56/1\'Iember/month t•ii...trr 4 i Arf ;4:41: t.I. ' o ! Sr ' O 4Foj .':' ole, o .4 Product Charge * Dependent Care Flexible Spending Account (DFSA) Administration S5.90/employee/month 12/18/2013 12 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BESEEN AJTHE END 0FTHIS DOCUMENT. altbCare Flexible Spending Account (FSA)Administration Dwfioidnmm • "Average Wholesale Prime` or "&WP' is the Average Wholesale Price for u given obu,mucuu1iou| product in effect on the dispense date for the ootuu| package size dispensed un published bvMcdi-Spun orother alternative publication orbenchmark reasonably designated hyCBL8C. • "Brand Drug C\uinm" is u claim for upharmaceutical product that is adjudicated as ubnund drug as indicated on the u|uino record generated by the claim processing system used hyCBL0C. For application ofdiscounts and dispensing fees, u"Brand Drug Claim" includes uclaim for ugeneric drug within its exclusivity period or other period of limited competition, as CHLIC reasonably determines under its standard policies. � "Generic Drug Cluinm" is uu|oim for upharmaceutical product that is adjudicated as ugencric drug as indicated on the o|uino record generated by dle claim processing oyatcoo used byCBL{C. For application of discounts and dispensing fees, u "Generic Drug Claim" excludes uuluim for generic drug within its exclusivity period or other period of limited competition, as CF{LJC reasonably dctennineo under its standard policies. • `^Mui( Service Phunnmoy" or"Cigna Te|'Drug" or"Cigna Home Delivery Phurnmuoy" is u pharmacy that is owned or operated by C8LlC or an affiliated company(ies) (currently, Tel -Drug, Inc. and Tel -Drug of Pennsylvania, LLQ, which dispenses drugs covered under the Plan's Pharmacy Benefit hymui|,and innot uRetail Pharmacy. w "Pbannaoy Benefit" means the terms ofthe Plan that govern coverage and care/utilization management of drugs and related supplies dispensed to Members and charged tothe Plan hy the Mail Survice Pharmacy or Retail Pharmacies through CHLIC's phainjacy clairn processing system. • ^^){uhutex" or "Manufacturer Formulary Payments" mooana amounts that CRL{C cn||octa under contracts with drug manufacturers that are bused on utilization of certain of the manufacturers' brand drugs under the Plan's Pharmacy Benefit and the drug's status on tile Cigna drug formulary. p ^'Rutui| Phurmuoy" is uphurnouoy that isentitled to payment under the Plan for drugs i1dispenses that are covered under the p\uo'xPhucmuuy Benofit,and imnot aMail Service Pharmacy. • "Specialty Drug Claim" is u claim for phu,muooudcu| product that is reasonably determined by CBI.\C to he u 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 ofurelatively rare, chronic and costly nature; and/or (iii) require restricted access and/or close monitorins. m tu i2/l8/208 l] Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, •, .4,0,,,,,,.. ' ' 7 . .. ,- - -- , ,„ 1, ' . 6 1. . ,06 * ' - . ' • , ' ,' , '''' • - - - '' 4,; rug Dispensed by Mail Service Pharmacy: CIILIC will charge Employer the following for claims covered under the Plan's Pharmacy Benefit and dispensed by the Mail Service Pharmacy: Brand Drug Claims: AWP minus an average discount of 26.0% plus an average dispensing fee of $0.00. Generic Drug Claims: The drug's charge on a CHLIC generic Maximum Allowable Charge schedule that generates an annual average aggregate discount across Generic Drug Claims dispensed at Cigna Home Delivery Pharmacy to CHLIC group -client book of business of AWP minus 80.0% plus an average dispensing fee across such Generic Drug Claims of not more than $0.00. Specialty Brand Drug Claims: The drug's charge under a national discount schedule that generates a 13.7% annual average aggregate discount off AWP for Specialty Drug Claims dispensed at Cigna Home Delivery Pharmacy across CHLIC 's group -client book of business (including Specialty Drug Claims dispensed by Mail Service Pharmacy, whether covered under group -clients' Cigna Pharmacy Benefit or Cigna medical benefit). Drugs Dispensed by Retail Pharmacies: CI-ILIC will charge Employer the following for drugs covered under the Plan's Pharmacy Benefit and dispensed by a Retail Pharmacy to the Plan Members, subject to the "Drug Charges — Additional Provisions" section: Retail Brand Drug Claims: The lesser of (i) AWP minus an average discount of 16.50% plus an average dispensing fee of $1.00; 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 CHLIC generic Maximum Allowable Charge schedule that generates an annual average aggregate discount across Generic Drug Claims dispensed at Retail Pharmacies to CHLIC group -client book of business of AWP minus 76.5% (Plan -specific results may vary based on drug mix), plus an average dispensing fee across such Generic Drug Claims of no more than $1.00; or (ii) the Retail Pharmacy's usual and customary charge. Retail Specialty Brand Drug Claims: The lesser of (i) AWP minus an annual average aggregate discount of 13.5%, plus an average dispensing fee of no more than $1.40; or (ii) the Retail Pharmacy's usual and customary charge. 12/18/2013 14 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT |SASUBSTITUTION TnORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END 0FTHIS DOCUMENT. |2//8/2O\9 ^ W �! Cigna Home Delivery Pharmacy`odiscounts are applied to the manufacturer average wholesale price (AWMfor the dispensed ai7e (or to the AYVP for the man ufaoturcrouckuoedquantity closest tothe dispensed size, i[there iyno&WPfor the dispensed sizc). Cigna Home Delivery Pharmacy will be rcico600ed through the Bunk Account for the price (discounted as per this Schedule) for replacement prescriptions shipped by Cigna B*no* Delivery pbunnucy which are reported as lost or damaged despite Cigna Home Delivery Pbunnocy'x shipment tothe Participant's correct name and address. The amount paid to the Qotui| 9buzmucy for Brand, Generic, or Specialty [)rug Claims may o, may not be equal to the amount charged to Employer, and CBL)C 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 u shortfall in any other Plan -specific discount floor ordispensing fee cap offered under this Agreement. Industry Changes to or Replacement of Average Wholesale Price (i\W9). Notwithstanding any other provision in this Agreement, including in this Exhibit, in the event of any major change in market onodidnuu oDeodug the pbwomuoeudou| or pbucnuuuy benefit management market, including, for example, any change in the markup, methodologies, processes or algorithms underlying the published &VV9(x), CBL[C may adjust any or all o[the charges, ru1oo, d}ocountu, guarantees and/or fees in connection with CB[lC`o administration of the plun'sPharmacy Benefit hereunder, including any that are based onAWP, as it reasonably deocnuneuessary to pn:xen/e 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 ill this Ezbibit. Cl{l.lC may replace AVYYmsits phxrmupou6on| pricing benchmark with an alternative benchmark and/or may replace Medi'Spun, orother such publication as its source for the AWPoralternative benchmark with u different pricing source, provided that CBLlC ac6uo1u any or all such AVVP' Busod Charges or such u\tcnnahvebenohmurk'buaed charges as it reasonably deems necessary to preserve the economic value or benefit wythis Agreement as it existed immediately prior to such replacement or immediately prior to the event(s) giving rise to such rnp(uoonent, as the uuso may be. 15 Client Name. City of Miami Administrative Services Only Agreement |SASUBSTITUTION TOORIGINAL, BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT. THIS DOCUMENT Subject to the caveats below, CffLfC wil |remit to Employer the following portion of Rebates that CHLIC collects with respect to utilization under the Pbm"aPharmacy Benefit: The greater ofl00Y6ofRebates, octhe sum of$3l.23multiplied by the number of Retail Pharmacy Brand Drug Claims plus $104.26 multiplied by the number ofMail Service Pharmacy Brand Drug Claims. Caveats: (1)Upon termination ofthis Agreement, CHLICmay apply Rebates otherwise payable to offset Bank Account ocother deficits of charges identified inthis Agreement. (2)Should Employer terminate this Agreement before completion of the then -current Plan Year, noRebates shall (edue with respect to that Plan Year. (3) All applicable caveats communicated in writing hvCBLlC in connection with its proposal made in connection with this &gn:onont. (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 hoCB0LlC. (5) Rebates are not paid out on Run -Out Claims. (6) CHLIC or its agent contracts with drug manufacturers on CHLIC's 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 quarterly for the portion of such calendar uourterk/that coincides with the Plan Year, Employer's third party auditor may audit records directly related to » CHLIC`uperformance of its obligations hereunder regarding sharing of manufacturer formulary payments (u/k/u'rohutes") once iueach twe|vu'montb period upon the following conditions: Employer obuU provide at |nua forty-five (45) days written notice to CBLkC; the auditor (including its individual auditors conducting the audit) ohu|\ be uA»uenhio to Employer and C}B.IC; u mutually agreed upon non'dimo|onon/non'uuo contract shall be executed by Employer, the auditor and CBL}C; the records to be audited shall ho-no more than two years old as of the date of the audit; the scope of records to be audited shall be as mutually agreed upon by Ernpioyer's third party auditor and CHl.lC as those which are necessary 10 determine compliance with the ,nhu¢c-ahuring obligations under this Agreement; the audit xbul\ be conducted otomutually acceptable time during regular business hours at CFlL\C^o office where such records are located; records ohu|| not be removed or photocopied without CHLIC's express written consent; the auditor shall provide its audit report to CHLIC and Employer at the sarne time, and the auditor may disclose the aggregate amount ofmanufacturer formulary payments due Employer but nn other details ofC}{[lC`omanufacturer contracts o[which the auditor iuapprised, ifany. lz/)O/2O|] 16 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. , , ^ ' • „ke 4 • k , ,, " , . - , • ,,, 4,,,p, ', • • 4 -.3".• ' ..,, '''' ' , '' , . ''4 '', ,,IA ''' Network POSOA, POSOA, Comprehensive and Vision Care Run -Out Period of ve 2 months No Additional Cost Pharmacy Run -Out Period of three (3) months for all pharmacy claims No Additional Cost ''',; Subrogation/Conditional Claim Payment. Identification, investigation and recovery of claim payments involving other party liability or where another entity is responsible for payment (including by way of example but not by limitation automobile insurance, homeowner insuranee, commercial property insurance, worker's compensation). (This service is only provided with respect to Medical coverage), 5% of recovery plus litigation costs if Counsel is retained and an appearance is filed on behalf of CHLIC or Employer in 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 party defendants or involunta a' ' . 12/18/2013 17 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, , ,v,, , ' ' 0 -, ' 0', ,.,:,'' aro 4 * ' ..P ,, ,%.* :`' ,, 4 j• ''.4,* • • CHLIC, a Cigna company, administers the following programs to contain costs with respect to charges for health care service/supplies that are covered by the Plan. In administering these programs, CHLIC contracts with vendors to perform program related services. Specific vendor fees are available upon request. CHLIC's charge for administering these programs is the percentage (indicated below) of either (1) the "net savings" (i.e. the difference between the charge that the provider would have made absent the program savings and the charge made as a result of the program savings, less the applicable vendor fee which generally ranges from 7-1 1% of the program savings) or (2) the "gross savings'' (i.e. the difference between the charge that the provider would have made absent the program savings and the charge made as a result of the program savings; CHLIC pays the applicable vendor fee) or (3) the "recovery" (i.e. the amount recovered) as applicable. For covered services received from non -Participating Providers, CHLIC may apply discounts available under agreements with third parties or through negotiation of the billed charges. These programs are identified below as the Network Savings Program, Supplemental Network & Medical Bill Review (pre -payment). This is consistent with the claim administration practices applicable to CHLIC's own health care insurance business when these programs are implemented. CHLIC charges the percentage shown for administering these programs. Applying these discounts may result in higher payments than if the maximum reimbursable charge is applied. Whereas application of the maximum reimbursable charge may result in the patient being balance billed for the entire unreimbursed amount, applying these discounts avoids balance billing and substantially reduces the patients 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 achieved • Professional Fee Negotiation 29% of net savings Outpatient Hospital Bill Review • Professional Fee Negotiation 29% o of net savings • Line Item Analysis Re -pricing 29% of net savings Physician/Professional Bill Review • Professional Fee Negotiation 2 9 % of net savings • Line Item Analysis Re -pricing 29% of net savings 12/18/2013 18 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. .MedicalBill Review - (Pre or Post -payment Cost Containmentfor Non -contracted and Contracted claims): • Bill Audit 29% of the savings/recovery achieved plus hospital fees or expenses passed through Diagnosis Related Grouping (DRG) Validation/Audits and Recovery. An overpayment audit and recovery program in which CHLIC or its vendors review paid claim data to identify overpayments based on inaccurate DRG coding. 29% of recovery plus any fees or expenses passed through by the hospital or regulatory agency lnpatient Admission RetrospectiveReview29% ofrecovery Medical lmplant Devi e Audits 29% ofrecovery 5. COB Vendor Recoveries [Exclusiveof pharmacy programs where claims are adjudicated at tirne prescription is received.] 29% of recovery 6. Secondary Vendor Recovery Program 2 9 % of recovery 7. Provider Credit Balance Recovery Program 29% of recovery 8. Iigh Cost Specialty Pharmaceutical Audits 29% of recovery 9. Pharmacy Vendor Recoveries 30% of recovery O. Class Action Recoveries 35% ofrecovery CARILMAN4GLMLN0-4 -.0., -...,„, ,,,,v-v-i>4 ler T ' $ It 2 1 l!kf 31 $ 1'41 ' F. CHLIC arranges for third parties to provide care management services to: (i) contain the cog of specified health care services/items overall with respect to all plans • insured and/or administered by CHLIC, and/or (ii) improve adherence to evidence based guidelines designed to promote patient safety and efficient patient care. Specific vendor fees and care management program services are available upon request. 12/18/2013 19 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. VI:..040Affer'6?,11.11M441e!brielvT,Triltilli ,,,,, 4, , °' ,'" Eligibility Overpayment Recovery Vendor Services, Identification and recovery of funds in situations where the overpayment is due to the late receipt of Member termination information. (This service is only trovided with res ect to Medical covera: . 29% of cov ry ''',2-7:'-'7 e ' s - • - , ,,, ' ''''''" 4 i ' ' ' ' W :111' ki.. 0 i - 0,. ,u,. „Is. ,,,...‘‘ it',' ':,' t „!;„1::," When a Member elects an External Review (as that term is defined in ERISA) of a benefit determination by an independent third party, the cost of a specific third party review 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. Third party review charges will be commensurate with the number of reviewers (usually only one is used), as well as their level ofex.ertjse and time resuired to co e e the review, 7' '-' - , 00-$4,000 Review ' ,/* 7,,,, , '''' ' , * ''', :i;',,, ' '4, .4 ' ': • ‘ i . . . 4 ' -. 4 , '‘:4 "4 ' * '''' , . ' '. " "Y' , ' ' , ,' Capitation or fee -for -service charges for vision care services will be paid as claims and will appear in Employer's standard Bank Account activity data reports. Such payments will be at CHLIC's applicable capitation or fee -for -service charges then in effect, which may be amended from time to time. Some Vision services are provided by CHLIC and/or designated vendors. The applicable rates to Employer for this product and identity of the provider of vision services will be made available u son uest. All Vision Products ,,, - „ 4:'' " "' ' ' CHLIC contracts directly or indirectly with other managed care entities arid 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 CHLIC'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 ejardinl s ec* e char. es will be .rovided us on ries nest. All Medical Products 77- l' --., -•,-,i; ' ' . ,A, - ,,, , "",. 4-4,, * -,' 14.. • , . 4, '•,',-t-q't',,' 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. Such payments will be at CHLIC'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. Alt Products 12/18/2013 20 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ' , VS 't i ' , ,-•..,,f 4., - A`' Unless indicated otherwise in the Schedule of Financial Charges, CHLIC 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. AII Pharmacy Products From time to time, CHLIC, directly or through its affiliates, contracts with third party parties (e.g., service vendors, provider network managers) for referring them to Employer or to provide various services (e.g., cost -containment initiatives) in connection with the Plan. CHLIC and its affiliates may receive payments from such third parties for such referrals or to help defra expenses associated with implementin the services *rovided to the Plan. All Products CHLIC shall provide the following services to assist Employer in meeting its compliance obligations under section 2715 of the Public Health Service Act as added by the Patient Protection and Affordable Care Act and applicable regulations with respect to the provision of the Surnrnary of Benefits ("SBC), translation notice and glossary. Applicable to all medical plans including HRA and FSA which are considered "group health plans" subject to the SBC requirements. 1. Preparation of SBC, translation notice. CHLIC will not be responsible for any changes that Employer makes to the SBC. No charge 2. Provide SBC, translation notices prepared by CHLIC to Employer electronically as well as any updates or material modifications. No charge 3. Include in SBC a summary of benefits administered by carve -out vendor if Employer or carve -out vendor provide CHLIC with necessary carve -out benefit information at least 12 weeks prior to the date the SBCs are to be delivered to Employer. $500 for each benefit option under the Plan for which carve -out vendor benefits are included in SBC , 4" • ,,,, -mt ,- t ' '' + Service : : ,,- ,,,,,, -, —it , . t„, rti - - , le '0' '''. - -"T. .- 4` ,/ , ,J > ,,, It 4-.\;' -; • , ' ‘z% , , m e' ji. ,..e , (1::0 ;,.' -, k - . #,---,, • ,, , \ ‘,,, za, -, , ,' '''' . '1' Description 1: ,,,,,,,, , * ' ,.3'' ' ' Charge PAA Certificates lndividual H1PAA certificates for Members who leave active coverage. 0.15/employeefmonth Included in Medical Administration Charge 12/18/2013 21 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Pharmacy Clinical Program Cigna TheraCaree 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 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. The program targets a chronic population at high risk for near term and future high cost medical expenses. Members are identified as having a chronic condition through a variety of sources which may include: claims data, referrals, and self -identification. A variety of resources is provided to those with a chronic condition, including access to online tools, personalized support, and targeted materials. The program includes the following components for those with a chronic condition: • Chronic Condition -specific coaching • Pre- and post -discharge calls • Lifestyle management coaching: stress, weight management and tobacco cessation • Treatment decision support and coaching In order to continuously assess the effectiveness of our programs and/or test new ideas to further engage your employees around their health, a small sample of Members may be placed in a comparison group which for a defined period of time -receives alternative services or is suppressed from receiving proactive outreach, such as engagement letters and/or calls. This could affect a few Members targeted for outreach during this limited time period. For Network POSOA Products: $5.25/employee/month Included in Medical Access Fee Medical Conversion Privilege Converting Employee Resides in FL: Comprehensive, Base Plan/Major Medical & PPO Plans $20,000/conversion policy Client Fund Wellness Fund CHLIC will establish a Wellness/Health Improvement Fund in the amount of $200,000.00 to be used at the City's discretion for wellness services. Wellness/Health Improvement Funds are to be used from 1/1/2014-12/31/2014. Unused funds cannot be rolled over. 12/18/2013 22 Client Name: City of Miami Administrative Services Only Agreement Exhibit A - Plan Document THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. A "Plan Booklet" that describes the Plan Benefits and Members' rights and responsibilities under the Plan will be provided by Employer to CHLIC for its use in administering the Plan including denials and appeals of denials of claims for Plan Benefits. If Employer has not provided CHLIC with a copy of its finalized Plan Booklet by the time this Agreement is effective, CHLIC will administer the Plan in accordance with (i) the terms of coverage described in the Plan Booklet draft provided by CHLIC to Employer and, (ii) the medical management and claims administration policies and procedures and/or practices then applicable to its own health insurance business. CHLIC will continue to administer the Plan in this manner until CHLIC receives the finalized Plan Booklet and follows CHLIC's preparation and review process. After that time CHLIC will use the finalized Plan Booklet to administer the Plan. 12/18/2013 23 Client Name: City of Miami Administrative Services Only Agreement Exhibit B - Services THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, :-1",---44' ,^1±.:4'; Products excluding Health Savings Account 1. Furnishing C C's standard Bank Account activity data reports to Employer as and when agreed upon .All CEILIC'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. Products 2. Report to Employer the claim payment nforma n required in connection with Section 604 1 of the InternalAll Revenue Code. Products . f 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, CHLIC shall file such forms and pay such surcharge and 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 CHLIC 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. n addition, where permitted and agreed to by CHLIC, CHLIC will file applicable forms and pay on behalf of Employer and/or the Plan any assessment, surcharge, tax or other similar charge which is required to be made by you or the Plan based on covered lives and/or paid claims or otherwise in accordance with and as required by other applicable state and/or federal laws and regulations and your bank account will be charged for ansuch payments made by CHLIC. AII Products . ',;;"''';'`-,', Products excluding Health Savings Account I. 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. All Products 2. Prepare and make available CHLIC's standard claim forms. All Products 3. lnvestigate claims, as necessary, by C C's Special Investigations Unit. All Products 4. Discuss claims, when appropriate, with providers of health services. All Products 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, 5. Perform, based on CHLIC's book of business internal audits of plan benefit payments on a random sample basis. All Products 6. Claim control procedures reported annually in Statement on Standards for Attestation Engagements (SSAE) No. 16 Report (SAS70 successor report). All Products (excluding Vision) 7. Respond to Insurance Department complaints. All Products 8. Dedicated toll -free telephone line for Member and Provider calls to CHLIC Service Centers. All Products 9. Member Explanation of Benefit ("EOB") statements including, when applicable, notice of denied claims, denial reason(s) and appeal rights. All Products 10. Verify enrollment and eligibility using Member information submitted by Employer and/or its authorized agent. All Products Medical Only 1. CHLIC's standard enrollment forms are prepared and delivered to Employer for distribution to individuals eligible to enroll in the Plan. All Medical Products 2. CHLIC's standard ID card with toll -free telephone number are prepared and mailed directly to Members. All Medical Products 3. Administration of subrogation/conditional Claim Payment (terms described in Exhibit E). All Medical Products Pharmacy Only 1. CHLIC's standard ID cards with toll -free telephone number are prepared and mailed directly to Members. All Pharmacy Products 2. 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. All Pharmacy Products 3. CHLIC's standard drug utilization review services. All Pharmacy Products 4. CHLIC 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 CHLIC enters into any such contracts, it does so on its own behalf, and not as agent of the Employer or the Plan. All Pharmacy Products Health Care Flexible Spending Account and Dependent Care Flexible Spending Account Only 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 1. Providing generic enrollment forms and reimbursement request forms to Employer for use in connection with Health Care Flexible Spending Account ("FSA") and/or Dependent 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. FSA and DFSA Products 2. At the end of each reimbursement period of the Plan Year, CHLIC 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, CHLIC shall issue payments for any amount then due for those expenses that are determined by it to be proper under the Plan. FSA and DFSA Products 3. 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. - DFSA Product 4. 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 Product 5. FSA Member accounts will remain open after conclusion of the Plan Year until March 3 I stt (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. FSA and DFSA Products 6. 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. FSA and DFSA Products 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 CHLIC 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 employee's pharmacy Plan. FSA Product 8. For DFSA payments made as a result of a Direct Submit Request For Reimbursement, an explanation of payment will be mailed to the DFSA Member at their home address or, if elected, provided electronically. DFSA Product 9. An 800 number directly linked to CHLIC'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. FSA and DFSA Products 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 10. The Employer will identify through eligibility submission, FSA Members who elect to have medical and pharmacy claims processed but unpaid by CHLIC automatically submitted ("rolled over") to their FSA. Such rollover claims will be processed without additional submissions by the Participant and CHLIC 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 eligible for payment under the regulations governing flexible spending accounts. FSA Product . hen CHLIC takes over a FSA administration mid -Plan Year, CHLIC will provide administration services froni he date CHLIC receives the FSA Plan inCorniation for clairns incurred an time durin the Plan a . FSA and DFSA Product . :\ 4 1 ' Viilf -'• , % ' ' ' V 1,,Af i* ' •=s4 „, , ,..k,..,fre .Y, -. :t.l..1,` .,.. Zaflarigaz.. 'AA' ga. Products excluding Heal h Sa' ings Account Prepare Member benefit booklet drafts to Employer. Alt Products , ,:‘ , , It'-' .• ,grattt * * tio1",6,;-, x, high*** . 5500 Schedule C reporting. All Products 2. 5500 Schedule A or Annual Reconciliation Disclosure reporting (when applicable) All Products 3. C C's standard Underwriting services: a) benefit design analysis-b) projected cost analysis. r All Products ... I ,,, Products excluding Health Savings Account 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 e ulations, as set out in this A:reement and its Exhibits. Alt Products v.:. - ,, 4bi..7 4'4' • 4 44 -4 v • ' r, ,. ...-, ,...., . ., * . , g , . Maximum reimbursable charge determinations of non -Participating Provider charges for covered services. All Medical Products (with out -of -network benefits) 2. CHLIC's standard cost containment controls: Application of non -duplication and coordination of benefits rules and coordination with Medicare. All Medical Products 3. Delivery of information, as necessary, regarding standard application of non -duplication or coordination of benefits. All Medical Products 4. Review of medical bills in accordance with CHLIC's then current Medical Bill Review program. Alt Medical Products 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 5. 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 Products 6. Annual reporting of CHLIC' s standard cost containment results upon Ernployer's request. AH Medical Products 7. Pharmacy Vendor Recoveries. All Pharmacy Products -4 ii ' ' ' ' ' , : ., I. Sunimary reports ol medical arid pharmacy cost and utilization experience are available through Cigna's web site. CignaAccess.com. All dical and Pharmacy Products 2. CHLIC's standard pharmacy utilization reports. Pharmacy Product Only 3. Claim Reporting: CHLIC will provide its standard reports and information based upon paid claim data only. CHLIC 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 CHLIC. CHLIC will provide its standard reporting only after the stop loss carrier and Employer have executed CHLIC's standard Hold Harmless/Confidentiality Agreement. All Medical Products 4. CHLIC's standard management and statistical reports for Employer. FSA and DFSA Products 5. CHLIC's standard Individual Summary Statements for applicable Participants. FSA and DFSA Products ;,. v, , 4 aA , - ". -A A ' '''? i,k • ', ' , 'Y.--,,,„7. ;.,„ ''' ,"" ;/' t"- , '',-'...;,', ''-: • ,,P., ' '. ' ' ^`. '1".- '''.44' s ' ' ' sst +., , Employer directs C IC in administering the Health Care Flexible Spending Account and/or Health Reimbursement Account benefit to comply with COBRA as follows: 1. 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. FSA Product 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. FSA Product 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. r 3. FSA Members who continue under COBRA and whose contributions have been made as required may submit f 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 artier of the end of the Plan Year or the termination of the FSA, including any applicahle Run -Out Period. FSA Product MEf1BER EXTERNAL REVIEW FROGRAM '4- C C contracts with three () independent review organizations that meet the Patient Protection and Affordable Care Act (PPACA) external review requirements. Members may appeal eligible claims to an external independent review organization which is selected by CHLIC on a random basis. If Employer has chosen not to participate in this program, the Employer may be responsible for making other arrangements to meet the Patient Protection and Affordable Care Act (PPACA) external review re.uirenients. All dica Products _ ,„,• .1,406; , ,,,t, t. ,, ,-, .,,,-•-• '',.*,,,f4 'A '''' ''' ,tY:t ',., , ye; •,' ti,( - t'^-" 4 ' '4,V4 ' ', ,'';t',, ., , ,, .1 CHLIC provides integrated medical management that includes (depending upon the terms of the Plan) the following core services. I. 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 CHLIC's then applicable medical management and claims administration policies, practices and procedures. All MedicalProducts 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 need for rehabilitation or additional health care support. All Medical Products 3. Assisting providers with resources and tools to enable them to develop long term treatment plans in the management of chronic or catastrophic cases. All Medical Products 4. ® The Cigna HealthCare Healthy Babies Program is a one-time educational mailing which provides Participants with prenatal care education and resources to help them better manage their pregnancy. 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 safely and effectiveness of new and emerging medical technologies. The panel meets monthly to review and update coverage policies. All Medical Products 7. Cigna HealthCare's 24-Hour Health Information Lines"' is a service that provides 24 hour toll free access to registered nurses, who provide answers to healthcare questions, recommends appropriate settings for care, makes referrals to telehealth services when appropriate, and assists Participants in locating physicians. It also includes access to an extensive audio library on a wide range of medical topics. All Medical Products 12/13/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 8. Cigna LifeSOURCE Transplant Network® contracts with over six -hundred fifty (650) transplant programs at more than one -hundred fifty (150) independent transplant facilities and provides access to solid organ and bone marrow/stem cell transplantation while improving cost containment and reducing financial risk. All Medical Products 9. A health education program that delivers mailings to Members with certain conditions. 1 All Medical Products Except Comprehensive and Indemnity 10. 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 services. (Non CA/NC Members Only) Network POSOA Products Only 11, Implementing clinical quality measurements, managing data, tracking and validating performance and initiating continuous quality improvement. All Medical Products Except Comprehensive and Indemnity 12. 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 Focused utilization management of outpatient procedures and identification of appropriate alternatives. 1 . Administered in accordance with CHLIC's then applicable medical management and claims administration policies, practices and procedures. For Network POSOA All Medical Products with PHS Plus 4, ,,, ' ' -` 1~:70C, , • , IW''' ..4NAGFMENFSER, '' W - -, . :4 4. - - ik .; , - •-•,A , -,-'' -L, '''''''',Z,' , • ',. .,, ,,, CHIJC, and/or its affiliates shall: 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 enrolled in certain types of plans than others; Alt Medical Products 2. Credential and re -credential Participating Providers in accordance with CHLIC's credentialing requirements and ensure that third -party network vendors credential/re-credential Participating Providers in accordance with CHLIC's requirements; All Medical Products 3. Monitor 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 CHLIC Service Centers. All Medical Products 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement |z/\8/20|; THIS DOCUMENT |SASUBSTITUTION TUORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END OFTHIS DOCUMENT. C}{LDC has contracted with an affiliate, Cigna Behavioral Health bzprovide orarrange for the provision of managed in -network behavioral health services, COH is u Participating Provider, and is reimbursed phnuuh!y on omonth|y fixed fee basis. This fixed fee for CBFf services will he paid as o\uimo and will appear in Employer's monthly reporting and on financial documents as capitation. Such payments will ho at tbe.relevant monthly rates then in effect. The monthly rates paid tmCBF/vary depending ongeographic location of Members and on benefit design, and may he subject to change. The rates will be made avoi!uh\c upon request, The fixed fee also includes lifestyle management programs, a cognitive behavioral modification Complex � biu1i C Management d Narcotics Therapy Management pro�rarn,uPsychiatric ueo unu��mmun pnnArum,un u urco cx orupy unugcme program. Behavioral claims from u client specific network are not included in the hchuviuru\ monthly fixed fee and will be paid from the Bank Account. In some states, payment for behavioral health services must be paid on uteu- Onr'oopvice huyiu. In these xtu,uo, fee -for -service payments for behavioral health services and the C8F{ administrative fee (including the l([e*y|c management programs, ucognitive behavioral modification program u Complex Psychiatric Came Management program and uNurootics Therapy Management program) will he | paid from the Bank Account au claims and will appear in Employer's monthly reporting. ' These services are included in the following products: Network POSOA Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • .; The Cigna HealthCare of Arizona, Inc. staff model ("Cigna Medical Group") is a Participating Provider ; All Medical Products 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 at the rates in effect at the time of service (as may be revised from time to time). Representative rates for routinely performed services are attached. A complete copy of the rates is available on request under a mutually agreed nondisclosure 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 revised from time to time. A primary care capitation rate grid and a list of the services included in the capitation are available upon request under a mutually agreed NDA, Primary care services rendered to Participants in Open Access Plans that do not provide for PCP assignment are paid at the rates then in effect, as described above. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CIGNA HEALTHCARE OF ARIZONA - CIGNA MEDICAL GROUP (CMG) REPRESENTATIVE RATES FOR ROUTINELY PERFORMED MEDICAL SERVICES EFFECTIVE JULY 1, 2013 (Applicable to all Network and Network POS Products) CPT Service Code Service Description Rates , 45330 Sigmoidoscopy, flexible; Diagnostic (combined rate, includes facility $416 17 fee $328) 45378 Diagnostic Colonoscopy (combined rate, includes facility fee $469) $780 45 71020 Chest X-Iky, Pa & Eat ; $44.05 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 $10.74L 84443 Tsh, Assay ; $34.89 84450 : Sgot (Ast) Transaminase $10.74 _1 84520 Bun (Urea Nitrogen)Assay $8.19 85025 : CBC and Differential $13.33 87086 , Culture, Urine, Colony Ct , $16.78 88164 Cytopathology, Slides ' $21.94 ! 88305 ; Surgyath, Gross and Micro ; $147.76 92014 Eye Exam & Treatment $158.56 1 92567 ' Tympanometry ; $22.65 30. Electrocardiogram, Corirlplete : $28.81 ; 900 - 94760 Oximetry Single Determination ; $3.58 95115 : Allergy Injection, Single i $14.05 95117 Allergy Injection, Multip_le $17.19 99211 Office Visit, Est Min (Md Or Non-Md) , $27.86 99212 : Office Visit, Est Prob Focused . $56.82 99213 Office Visit, Est Exp Prob Foc $95.41 99214 : Office Visit, Est Detailed $142.95 ' 99231 _ Subsequent Hospital Care $55.48 t.-- 99242 Office Consult, Exp Prob Focused, 30 Minutes $133.62 99395 Well Exam, Est, 18-39 Years $136.59 99396 Well Exam, Est, 40-64 Years , $149.26 i 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement The Urgent Care case rate excluding radiology and laboratory services is $115. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The CMG CareToday (CMG low acuity clinics) visit rate is $59. Lab tests perfoinied at the CMG CareToday facilities are $10 per service. A complete list of rates for CMG CareToday services is available on request. ASC (Ambulatory surgical center) grouper rates: Group 1 - $328 Group 2 - $469 Group 3 - $1159 Group 4 - $1451 Group 5 - $1454 Group 6 - $1025 Group 7 - $1717 Group 8 - $1104 Group 9 - $1432 Unlisted - $469 CMG pharmacy rates: 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 reimbursed at the 50th Percentile of the Arizona Regional Medicode Schedule. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit C — Claim Audit Agreement (Sample) A. WHEREAS, Cigna Health and Life Insurance Company ("CHLIC") 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 CHLIC. C. WHEREAS, the Auditor and the Employer recognize CHLIC'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, CHLIC, the Employer and the Auditor hereby agree as follows: 1. Audit Specifications The Auditor will specify to CHLIC 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 CHLIC will have the right to review the Audit Specifications and to require any changes in, or conditions on, the Audit Specifications which may be necessary to protect CHLIC's legal and business interests identified in paragraph C above. Access to Information CIILIC 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 CHLIC with a true copy of the Audit's findings, as well as the Audit Report, if any, that is submitted to the Employer. Such copies will be provided to CHLIC at the same time that the Audit findings and the Audit Report are submitted to the Employer. 5. Comment on Audit Report CHLIC reserves the right to provide the Auditor and the Employer with its comments on the findings and, if applicable, the Audit Report. 12/18,2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 6. Confidentiality The Auditor understands that CHLIC is peimitting 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 CHLIC; b. The Auditor agrees that its Audit Report or any other summary prepared in connection with the Audit shall contain no individually identifiable information. Restricted Use of the Audit Information With respect to persons other than the Employer, the Auditor will hold and treat information obtained from CHLIC 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 CHLIC executed by an officer of CHLIC, 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 haiiiiless CHLIC 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 CHLIC's provision of information to the Auditor. The Employer authorizes CHLIC to provide to the designated Auditor the necessary information to perfoiiii 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"). 8. Termination CHLIC may terminate this agreement with prior written notice. The obligations set forth in Sections 4 through 7 shall survive termination of this agreement. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement Cigna Health and 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: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT 12/18,12013 Client Name: City of Miami Administrative Services Only Agreement Exhibit D -- Privacy Addendum ("Business Associate Agreement") GENERAL PROVISIONS THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. CHLIC, 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 CHLIC 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. Relationship of Parties. The parties intend that CHLIC is an independent contractor and not an agent of the Plan. PERMITTED USES AND DISCLOSURES BY CHLIC Section 1. Disclosures Generally. Except as otherwise provided in this Addendum, CHLIC may use or disclose PHI to perform functions, activities, or services for, or on behalf of, the Plan as specified in the Agreement, provided that such use or disclosure would not violate the HIPAA Privacy & Security Rules if done by the Plan. Section 2. To Carry Out Plan Obligations. To the extent CFILIC is to carry out one or more of the Plan's obligations under Subpart E of 45 CFR Part 164, CHLIC agrees to comply with the requirements of Subpart E that apply to the Plan in the performance of such obligations. Section 3. Management and Administration. (A) CHLIC may use PHI for the proper management and administration of CHLIC or to carry out the legal responsibilities of CHLIC. (B) CHL1C may disclose PHI for the proper management and administration of CHLIC, provided that disclosures are: (a) required by law or (b) CHLIC obtains reasonable 12118/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, assurances from the person to whom the information is disclosed that it will remain confidential arid used or further disclosed only as required by law or for the purpose for which it is disclosed to the person, and the person notifies CHLIC of any instances of which it is aware in which the confidentiality of the information has been breached. (C) Except as otherwise limited in this Addendum, CHLIC may use PHI to provide Data Aggregation services relating to the healthcare operations of the Plan or to de -identify PHI. Once information is de -identified, this Addendum shall not apply. Section 4. Required By L. CHLIC may use or disclose PHI as required by law. III. OTHER OBLIGATIONS AND ACTIVITIES OF CHLIC Section 1. Receiving Remuneration in Exchange for PHI Prohibited. CHLIC shall not directly or indirectly receive remuneration in exchange for any PHI of an Individual, unless an authorization is obtained from the Individual, in accordance with 45 C.F.R. §164.508, that specifies whether PHI can be exchanged for remuneration by the entity receiving PHI of that individual, unless otherwise permitted under the HIPAA Privacy Rule. Section 2. Limited Data Set or Minimum Necessary Standard and Detelmination. CHLIC shall, to the extent practicable, limit its use, disclosure, or request of Individuals' PHI 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. CHLIC shall determine what constitutes the minimum necessary to accomplish the intended purpose of such disclosure. CHLIC's obligations under this Section 3 shall be subject to modification to comply with future guidance to be issued by the Secretary. Section 3. Security Standards. CHLIC shall use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to Electronic PHI to prevent use or disclosure of PHI other than as provided for by the Agreement. Section 4. Protection of Electronic PHI. With respect to Electronic PHI, CHLIC shall: (A) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic PHI that CHLIC 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 CHLIC provides Electronic PHI agrees to implement reasonable and appropriate safeguards to protect such infotniation; and, (C) Report to the Plan any Security Incident of which it becomes aware. Section 5. Reporting of Violations. CHLIC shall report to the Plan any use or disclosure of PHI not provided for by this Addendum of which it becomes aware. CHLIC 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. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Section 6. Security Breach Notification. CHLIC will notify the Plan of a Breach (including privacy related incidents that might, upon further investigation, be deemed to be a Breach) without unreasonable delay and, in any event, within ten business days after CHLIC's discovery of same. 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 CHLIC 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, CHLIC is not the agent of the Plan or the Employer (as "agent" is defined under common law). CHLIC 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, CHLIC will issue notices to such individuals, state and federal agencies - including the Department 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). CHLIC will pay the costs of issuing notices required by law and other remediation and mitigation which, in CHLIC's discretion, are appropriate and necessary to address the Breach. CHLIC will not be required to issue notifications that are not mandated by applicable law. CHLIC 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). Section 7. Disclosures to and Agreements by Third Parties. In accordance with 45 CFR §164.502(e)(1)(ii) and 164.308(b)(2), CHLIC agrees to ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of CHLIC agree to the same restrictions, conditions, and requirements that apply to CHLIC with respect to such information. Section 8. Access to PHI. CHLIC 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 9. Availability of PHI for Amendment. CHLIC 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. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Section 10. Right to Confidential Communications and to Request Restriction of Disclosures of PHI. CHL1C shall comply with, and shall assist the Plan in complying with, responding to Individuals' requests for confidential communications or to restrict the uses and disclosures of their PHI under 45 C.F.R. §164.522. This shall include complying with requests to restrict the disclosure of certain PHI with which the Plan is required to agree, in accordance with 45 C.F.R. §164.522. Section 11. Accounting of PHI Disclosures. CI-ELIC 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. Processes and Procedures. In carrying out its duties set forth in Article II, Sections 8 — 11, above, CHLIC 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 CHLIC any such requests made directly to the Plan or Plan Sponsor. In addition, CHLIC will implement the Processes and Procedures relating to disclosure of PHI to Plan Sponsor or designated third parties. Section 13. Availability of Books and Records. CHLIC 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 CHLIC on behalf of the Plan, available to the Secretary for purposes of determining the Plan's compliance with the Privacy Rule. TERMINATION OF AGREEMENT WITH CHLIC 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 CHLIC in the event that CI-ELIC 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. If CI-ILIC 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, CHLIC 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, CHLIC may terminate the Agreement at the end of such period. Section 2. Use of PHI upon Termination. The parties hereto agree that it is not feasible for CHLIC to return or destroy PHI at termination of the Agreement; therefore, the protections of this Addendum for PHI shall survive teitnination of the Agreement, and CHLIC 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. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement V. OBLIGATION OF THE PLAN THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, The Plan will not request CHLIC to use or disclose PHI in any manner that would not be permissible under HIPAA or HITECH if done by the Plan. VI. DEFINITIONS FOR USE IN THIS ADDENDUM Definitions. Certain capitalized 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 HI fECH. 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. "Breach" means the unauthorized acquisition, access, use, or disclosure of Unsecured PHI which compromises the security or privacy of such infolination, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such infoiniation. A Breach does not include any unintentional acquisition, access, or use of PHI by an employee or individual acting under the authority of CIiLIC 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 CHLIC; any inadvertent disclosure from an individual who is otherwise authorized to access PHI at a facility operated by CHLIC 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. "Business Associate" means CHLIC. "Covered Entity" means Plan. "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 CHLIC for the Plan, or used, in whole or in part, by CFILIC 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 CHLIC 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. "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 C.F.R. §160.103. "Secretary" shall mean the Secretary of the United States Depai went of Health and Human Services. 12/18/2013 Client Name: City ofMiami Administrative Services Only Agreement THIS DOCUMENT /S A SUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END 0FTHIS DOCUMENT. "Security Incident" shall have the same meaning uothe term "security incident" aaset forth io45 "Unsecured Protected Health Information" shall mean PHI that isnot rendered unusable, uoremJuh\c, or indecipherable to unauthorized individuals through the use of technology or methodology specified by the Secretary in the guidance issued under Section 13402<bX2) of &BRA. |2JX/20Q Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Cigna Health and Life Insurance Company 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 Cigna Health and Life Insurance Company ("CHLIC"). The Plan and CI-ILIC 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 ("H1PAA"), 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 CHLIC 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, CHLIC 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 CHLIC 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 CHLIC for handling, except that the Plan shall retain and handle all such requests to the extent that they pertain to Individually Identifiable Health Information (such as enrollment information) originated by the Plan, Plan Sponsor, or the Plan's other business associates. CHLIC 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 CHLIC 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 CHLIC under subparagraph (a) above, the Plan delegates to CHLIC 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 CHLIC 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, CHLIC shall incorporate any such amendments in accordance with 45 C.F.R. §164.526. Section 3. Accounting of Disclosures. When an Individual requests an accounting of disclosures of PHI held by CHLIC directly to the Plan or Plan Sponsor, the Plan shall within five (5) business days of such receipt forward the request to CHLIC to handle. CHLIC shall handle such requests, and any such 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU MENT. 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 Confidential Communications or to Restrict Disclosure of PHI. CHLIC shall handle Individuals' requests made to it for privacy protection for PHI in CHLIC's possession pursuant to the requirements of 45 C.F.R. §164.522. The Plan shall forward to CHLIC to handle any such requests the Plan receives from Individuals that affect PHI held by CHLIC. Section 5. General Provisions Re2ardin2 Requests. CHLIC 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, CHLIC 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 CHLIC's response. CHLIC 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, CHLIC 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 CHLIC's obligations under the Administrative Services Agreement requires CHLIC to disclose or provide access to PHI to Plan Sponsor or any person under the control of Plan Sponsor (including third parties), CHLIC shall make such disclosure of or provide such access to PHI only as follows: CHLIC shall disclose Summary Health Infoimation to any employee or other person under the control of Plan Sponsor (including third 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, CHLIC 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 that Plan Sponsor represents are 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 perfoi ins for the Nan. Where requested by CHLIC, such employees or other persons (including third parties) will be identified by the Plan in writing (by name, title, or other appropriate designation) to CHLIC as a condition of disclosure of PHI pursuant to this Section 6(ii). The Plan may modify such list from time to time by Vs Titten notice to CHLIC. Section 7. Disclosures of PFII to Third Parties. Upon the Plan's written request, CHLIC will provide PHI to certain designated third parties who assist in administering the Plan and who are authorized by the Plan to receive such infoi illation 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 administrators or insurers, and stop -loss carriers. As a condition to providing PHI to a Designated Third Party, CHLIC may require that the Plan have a business associate agreement (within the meaning of the Privacy Rule) with such Designated Third Party. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Exhibit E — Conditional Claim/Subrogation Recovery Services 1. Plans Without CHLIC Stop Loss Coverage If Employer has not purchased individual or aggregate stop loss coverage from CHLIC 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: CHLIC and its subcontractor(s) B. If Employer has designated CHLIC and its subcontractors to act as its recovery agent in paragraph I.A. above, then: i. Employer hereby confers upon CHLIC 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, CHLIC 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. CHLIC's and it subcontractors' subrogation administration fee on cases where CHLIC and its subcontractors' have retained counsel and in cases where no counsel has been retained by CHLIC and its subcontractors are both reflected in the Schedule of Financial Charges. C. Except where agreed to by CI-11,1C and Employer, CHLIC 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 CHLIC 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 CHLIC 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 11.. below, shall control. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement 11. Plans with CHLIC Stop Loss Coverage THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. If Employer has purchased individual or aggregate stop loss coverage from CHLIC or an affiliate with respect to its self -funded employee welfare benefit plan: A. CHLIC and its subcontractors shall have the right and responsibility to manage all conditional claim payment and/or subrogation recoveries under the Plan. CHLIC and its subcontractors shall reimburse to the Plan the recovery minus relevant individual and aggregate stop loss payments made by CHLIC. B. All amounts reimbursed to Employer's Bank Account shall be refunded at the gross amount. CRUC's and its subcontractors' subrogation adminisi, ation fee on cases where CHLIC and its subcontractors' have retained counsel and in cases where no counsel has been retained by CHLIC and its subcontractors, are both reflected in the Schedule of Financial Charges. C. CHLIC 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 CHLIC and its subcontractors may have as a result of its handling of any matter under this Agreement. Notwithstanding the foregoing, CHLIC and its subcontractors reserve to itself the right to retain counsel to represent CI-ILIC's own interests in any subrogation and/or conditional claim recovery action under the Plan. 12/18,2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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. I. 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 CHLIC for the perfoimance of services under this Agreement, Employer shall pay to CHLIC 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 CHLIC. Such amounts shall be held by CHLIC 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 teiminates at a time when CHLIC is still holding amounts paid by CHC under the Return of Payments provision, such amounts shall be considered additional compensation owed to CHLIC for services provided pursuant to this Administrative Services Agreement. b. From the amounts paid to CHLIC pursuant to the preceding subsection, CHLIC 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. 12/18/2013 Client Name: City ofMiami Administrative Services Only Agreement EXHIBIT C THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN 8ESEEN ATTHE END DFTHIS PROVIDER'S RESPONSE TO RFP PLACEHOLDER l2Y\8/20B Client Name: City of Miami Administrative Services Only Agreement EXHIBIT D THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SCHEDULE OF FINANCIAL CHARGES 12/1812013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Schedule of Financial Charges Certain fees and charges identified in this Schedule of Financial Charges will be billed to Employer monthly in accordance with CHLIC's then standard billing practices. However, CHLIC is authorized to pay all fees and charges from the Bank Account unless otherwise specified in this Agreement. ' .•4 ..ii -, .m, -.' Aq Product Description Charge Medical Network Point of Service Open Access (POSOA) with PHS Plus Medical anagement $ 8.53/employee/mon h Medical Comprehensive with PHS Medical Manageinent .85/employee/month Vision • Vision Care 0.32/employee/month .-- , Product . - '' 44i *L. ..4.` • - s1. Description Charge Medical Network POSOA Access Fee 8.40/employee month Medical • Comprehensive Care Coordination Fee 5.40/employee/month Behavioral Health An Administrative Charge for Mental Health/Substance Abuse Services, including lifestyle management programs and a cognitive behavioral modification program, a Complex Psychiatric Case Management program, and a Narcotics Therapy Management program, will be processed through the Bank Account for members residing in North Carolina with a Network Product. 2.56/1V1emberimonth - ', .w., ,.," ,,,„... ,, , , ,4 - (4 °, ,, ,,,, ir:0 , li it'.: Product Charge • Dependent Care Flexible Spending Account (DFSA) Administration $5.90/employee/month • Health Care Flexible Spending Account (FSA) Administration $5.90/employee/month 12/18/2013 Client Name: City mYMiami Administrative Services Only Agreement THIS DOCUMENT |5xSUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BE SEEN ATTHE END OF THIS DOCUMENT. Dm6m60omm * "Average Wholesale Yhme' or ,&WP" is the Average Wholesale Price for u given pharmaceutical product in effect on the dispense date for the actual package size dispensed uspublished hy Medi-Span or other alternative publication or benchmark reasonably designated by CHLIC. * "Brand Drug C(oinm" is oc\uim for pharmaceutical product that is adjudicated as a brand drug as indicated on the oiuimn record goqo �tod by the u|uinu processing system used by CBL/C. For application of discounts and dispensing fees, u "Brand Drug Claim" includes u claim for u generic drug within its exclusivity period or other period of limited competition, as CIILIC reasonably determines under its standard policies. * "Generic Drug Claim" ixaclaim for upharmaceutical product that is adjudicated as aQeneciu drug as indicated on the u\uimo record generated by the c(ui/u processing system used 6vCBLJC. For application of discounts and dispensing yocx, u "Generic Drug Claim" excludes uc|uim for generic drug within its exclusivity period or other period of limited competition, as CULIC reasonably determines under its standard policies. * "Mail Service Pharmacy" or "Cigna Tel -Drug" or "Cigna Bnmu Delivery Phunnacy" is uphunmucy that is owned or operated by CH.1C or an affiliated company(ies) (currently, Tel -Drug, Inc. and Tel -Drug of Pennsylvania, LLC), which dispenses drugs covered under the Plan's Phan-nacy Bencfitbynnui|,and iunot uRetail Pharmacy. w "Pharmacy Benefi,''meanothe terms of the Plan that govern coverage and care/utilization management of drugs and related supplies dispensed to K4s'nboro and charged k»the Plan by the Mail Service Pharmacy orRetail Pharmacies through C}{LlC'u pharmacy claim procosmingsystcm. ~ ^^Rehutea" nr"Manufacturer Formulary Payments" means amounts that CHLlCoo\|uctx under contracts 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. * ^'Qetui| Pharmuoy" is u phunmacythat is entitled to payment under the Plan for drugs it dispenses that are covered under the p|un`o Pharmacy Benefit, and is not a&Yai| Service Pharmacy. p "Specialty Drug Claim" is uu\uim for apharmaceutical product that isreasonably determined bvC8L|C to boo specialty drug in accordance with industry practice. Specialty drugs generally are (i) injected or infused and derived from living cells, orare oral non -protein compounds (e.g., mru| chemotherapy drugs); (ii) \ucgct the underlying condition, which is usually one of relatively rare, chronic and costly nature; and/or (iii) require restricted access and/or close monitoring. aftmaw ,i ITUI 05, MV * Cigna Phan-nacyProduct Administration Fee; Included in Medical Administration Charge � � " 1/1 1z/|8/znB Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Drug Dispensed by Mail Service Pharmacy: CHLIC will charge Employer the following for claims covered under he Plan's Pharmacy Benefit and dispensed by the Mail Service Pharmacy: Brand Drug Claims: AWP minus an average discount of 26.0% plus an average dispensing fee of $0.00. Generic Drug Claims: The drug's charge on a aruc generic Maximum Allowable Charge schedule that generates an annual average aggregate discount across Generic Drug Claims dispensed at Cigna Home Delivery Pharmacy to CHLIC group -client book of business of AWP minus 80.0% plus an average dispensing fee across such Generic Drug Claims of not more than $0.00. Specialty Brand Drug Claims: The drug's charge under a national discount schedule that generates a 13.7% annual average aggregate discount off AWP for Specialty Drug Claims dispensed at Cigna Home Delivery Pharmacy across CHLIC 's group -client book of business (including Specialty Drug Claims dispensed by Mail Service Pharmacy, whether covered under group -clients' Cigna Pharinacy Benefit or Cigna medical benefit). Drugs Dispensed by Retail Pharmacies: CHLIC will charge Employer the following for drugs covered under the Plan's Pharmacy Benefit and dispensed by a Retail Pharmacy to the Plan Members, subject to the "Drug Charges -- Additional Provisions" section: Retail Brand Drug Claims: The lesser of (i) AWP minus an average discount of 16.50% plus an average dispensing fee of $1.00; 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 CHLIC generic Maximum Allowable Charge schedule that generates an annual average aggregate discount across Generic Drug Claims dispensed at Retail Pharmacies to CHLIC group -client book of business of AWP minus 76.5% (Plan -specific results may vary based on drug mix), plus an average dispensing fee across such Generic Drug Claims of no more than $1.00; or (ii) the Retail Pharmacy's usual and customary charge. Retail Specialty Brand Drug Claims: The lesser of (i) AWP minus an annual average aggregate discount of 13.5%, plus an average dispensing fee of no more than $1.40; or (ii) the Retail Pharmacy's usual and customary charge. 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN HESEEN AJTHE END 0FTHIS WIFT w Cigna Home Delivery odiscounts are applied 0nthe manufacturer average wholesale price (AYVP)for the dispensed size (or t7tile &Wy for the man ofaotu ged quantity closest to the dispensed size, if there is no AWP for the dispensed size). • Cigna Home Delivery Pharmacy will he reimbursed through the Bunk 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 Mhurmacy`u shipment tothe Participant's correct name and address. * The amount paid to the Retail Phoonmcy for Brand, Generic, or Specialty Drug Claims may or may not be equal to the amount charged to Employer, and C}{I.lCwill absorb orretain any difference. • An excess achieved in any Plan -specific discount floor or dispensing fee cap offered under this Agreement will bnused tooffset ushortfall inany other Plan -specific discount floor or dispensing fee cap offered under this Agreement. * Industry Changes toorReplacement ofAverage Wholesale Price (A9%rP). Notwithstanding any other provision inthis Agrmamcnt, 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 inthe markup, methodologies, pnoocuaox oralgorithms underlying the published AVVP(u), C8LlC may adjust any or all of the charges, rates, discounts, guurao/mcu and/or fees in connection with C8L}C'u administration of the P|un'x Pharmacy Benefit hereunder, including any that are based oo}\VVP,an itreasonably 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 &greenoont, including in this Exhibit, CHLlC may replace /\VVPauits pharmaceutical pricing benchmark with an alternative benchmark and/or may replace Medi-Spun, orother such publication as its source for the f\9VP or alternative benchmark with u different pricing source, provided that CRLlC u@uutu any or all such &WP' Qvued Charges or such u|rcrno1ivo benchmark -based charges as it reasonably doenns necessary to preserve the economic value or benefit of this Agreement as it existed immediately prior to such replacement or immediately prior tothe event(s) giving duo to such rep\ucornont, as the case may be. |2/>0/20G Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT |SASUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN 4TTHE END OFTHIS DO[UMENT, 441 Subject tothe caveats below, CHLICwill remit tnEmployer the following portion of Rebates that CHL0Ccollects vvi Plan's Pharmacy Benefit: The greater o[|DO%ofRebates, orthe sum oy$3l.23multiplied by the number of Retail Pharmacy Brand Drug Claims plus $104.26 multiplied by tile number of Mail Service Pharmacy Brand Drug Claims. hrespect toutilization under the Caveats: (1) Upon termination of this Agreement, CHLIC may apply Rebates otherwise payable to offset Bank Account or other deficits of charges identified inthis Agreement. (2)3homN Employer terminate this Agreement before completion ofthe thoo-CurrentPlan Year, unRebates shall hcdue with respect 0othat Plan Year. (3) All applicable caveats communicated in writing by C143.8C in connection with its proposal made in connection with this Agreement. N\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 CBLlC. (j) Rebates are not paid out oil llun'0otCloinos. (6) CHLIC or its agent contracts with drug manufacturers on CHLIC's own behalf, and not as agent of the Employer or the Plan. Tlmniog,nfRebate : Remittance will heprovided within ninety (90 days after the close nyeach applicable calendar quarterly for tile portion of such calendar ouartedvthat coincides with the Plan Year. � « ° � C CON1.10*W-W , Employer's third party auditor may audit records directly related to CBLlC`o performance of its obligations hereunder regarding sharing of manufacturer formulary payments (a/kJa "rebates") once in each twelve-month period upon the following conditions: Employer shall provide ut\em', forty-five (45) days written notice to CHLlC,-thc auditor (including its individual auditors conducting the audit) shall be agreeable to Employer and CBLVC; uroutuuUy agreed upon non-dioo|oouru/non'uue000tnxct ohuU be executed by Employer, the auditor and COLIC; the records to be audited shall h000more than two years old auofthe date ofthe audit; the scope of records to be audited shall be as mutually agreed upon by Employer's third party auditor and CFlLlC as those which are necessary to determine compliance with the rebate -sharing obligations under this Agreement; the audit shall be conducted at a mutually acceptable time during regular business hours at CHLIC's office -where such records are located; records shall not be removed or photocopied without CHLIC's express written consent; the auditor shall provide its audit report to C14LIC and Employer at the sarne tinie; and the auditor may disclose the aggregate amount of manufacturer formulary payments due Employer but noother details o[CHLlC`a manufacturer contracts ofwhich tile auditor iuapprised, ifany. l2/!8/2OB Client Name: City of Miami Administrative Services Only Agreement 5rNire'' Network POSOA, Comprehensive and Vision Care 121 /2013 Run -Out Period oftwelve 2 months Run -Out Period of three (3) months for all pharmacy claims ,4Strixifftg. Subrogation/Conditional Claim Payment. Iden ificatio , investigation and recovery o payments involving other party liability or where another entity is responsible for payment (including by way of example but not by limitation automobile insurance, homeowner insurance, commercial property insurance, worker's compensation). (This service is only provided with respect to Medical coverage). THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, No Additional Cost No Additional Cost ecovery plus . litigation costs if Counsel is retained and an appearance is filed on behalf of CHLIC or Employer in 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 party defendants or involuntary plaintiffs. Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. . , - that are covered vendor fees are available savings" (i.e. the difference program savings, less the between the charge CHLIC pays the applicable third parties or through Network & Medical Bill insurance business when discounts may result in charge may result in the reduces the patient's CHLIC, a Cigna company, administers the following programs to contain costs with respect to charges for health care service/supplies by the Plan. In administering these programs, CHLIC contracts with vendors to perform program related services. Specific upon request. CHLIC's charge for administering these programs is the percentage (indicated below) of either (1) the "net between the charge that the provider would have made absent the program savings and the charge made as a result of the applicable vendor fee which generally ranges from 7-11% of the program savings) or (2) the "gross savings" (i.e. the difference that the provider would have made absent the program savings and the charge made as a result of the program savings; vendor fee) or (3) the "recovery" (i.e. the amount recovered) as applicable. For covered services received from non -Participating Providers, CHLIC may apply discounts available under agreements with negotiation of the billed charges. These programs are identified below as the Network Savings Program, Supplemental Review (pre -payment). This is consistent with the claim administration practices applicable to CI-ILIC's own health care these programs are implemented. CHLIC charges the percentage shown for administering these programs. Applying these higher payments than if the maximum reimbursable charge is applied. Whereas application of the maximum reimbursable patient being balance billed for the entire unreimbursed amount, applying these discounts avoids balance billing and substantially out -of pocket cost. MEDICAL AND PHARMACY COST CONTAINMENT 1. Network Savings Program 29% ofnet 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 achieved • Profession& Fee Negotiation 29% of net savings Outpatient Hospital Bill Review • Professional Fee Negotiation 29% of net savings • Line hem Analysis Re -pricing 29% of net savings Physician/Professional Bill Review • Professional Fee Negotiation29% ofnet savings • Line Item Analysis Re-pricing29% ofnet savings 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. r 4J Medical Bill Review - (Pre or Post -payment Cost Containment for Non -contracted and Contracted claims): Bill Audit 29°A) of the savings/recovery achieved plus hospital fees or expenses passed through Diagnosis Related Grouping (DRG) Validation/Audits and Recovery. An overpayment audit and recovery program in which CHLIC or its vendors review paid claim data to identify overpayments based on inaccurate DRG coding. 29% of recovery plus any fees or expenses passed through by the hospital or regulatory agency Inpatient Admission Retrospective Review 29% of recovery Medical Implant Device Audits 29% of recovery S. COB Vendor Recoveries [Exclusive of pharmacy programs where claims are adjudicated at time prescription is received.] 29% of recovery 6. Secondary Vendor Recovery Program 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 35% of recovery - ... , ., : . • -1."" riAllr ,, IC- , CHL C 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 CHLIC, and/or (ii) improve adherence to evidence based guidelines designed to promote patient safety and cfficient iatentcare. Specific vendor s and care management program services are , available upon request. E GIt LI A 4 If erfl 7, v 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Eligibility Overpayment Recovery Vendor situations where the overpayment is due (This sere ice is onl • ovided with res Services. Identification and recovery of funds in to the late receipt of Member termination information. ect to Medical covera.e . 29% of recovery EXITF*IA 4 ^ ' ,'''* • ' • 4...%:•;: . ,'":., •.,. •,---, z, "Air,, ' , , ' ! ,..4 . -. ,,,,,, -: ' , r q.$ ,<'''''',IV;rW,k' ' 4',• - ' 4, ' t''' ,;..,* „ 4•„%,„' ' - „4 , • „,,`; , -, !.' ,., Ye4,, , \ hen a Member elects an External Review (as that term is defined in ERISA) of a benefit S 00-S4,000 Review determination by an independent third party, the cost of a specific third party review 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. Third party review charges will be commensurate with the number of reviewers (usually only one is used), as well as their level of expertise and time required to coin lete the review. Al'vrs' ' ''''' A q ' ''''' '',"4"1 , , Capitation or fee -for -service charges for vision care services will be paid as claims and will All Vision Products appear in Employer's standard Bank Account activity data reports. Such payments will be at CHLIC's applicable capitation or fee -for -service charges then in effect, which may be amended from time to time. Some Vision services are provided by CHLIC and/or designated vendors. The applicable rates to Employer for this product and identity of the provider of vision services will be made available u on es nest. "7.--' ' e44,t'',„ • . „ ' 4 •, . 4 : 24r , ,, • . .4* • — ,EGICALLiAN CHLIC contracts directly or indirectly with other managed care erititics and third party network Alt Medical Products vendors for access to their provider networks and discounts. These third parties charge either a network access fee, which is included in CHLIC'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 retiardiiiz s•ecific chargesw ill be provided upon rec nest. t , 4 Capitation and fee -for -service charges for various vendors and other providers/arrangers of Alt Products health care services and/or supplies will be paid as claims for Plan Benefits. Such payments will be at CHLIC'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 0 vider of health care services will be made available u-Don re uest. '..4,4 ' ,,,,-. r tiVivriNV 1 :+pftp-wk,,$-Th. ,-, -.--, (1= ,,‘ ,. - , -,,,, , , viitrati),-r, FS - , 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Unless indicated otherwise in the Schedule of Financial Charges, CHLIC retains all payments it may receive from manufacturers of phaimaceutical products covered under the Plan. Information on the amount of such payments with respect to the Plan will be provided upon request. All Pharmacy Products From time to time, CHLIC, directly or through its affiliates, contracts with third party parties (e.g., service vendors, provider network managers) for referring them to Employer or to provide various services (e.g,, cost -containment initiatives) in connection with the Plan. , CHLIC and its affiliates may receive payments from such third parties for such referrals or to h is defra ex sens s associated with im.1ernentin the services irovided to the Plan. All Products ' 7c - .• 1 , ...-,-4. .., , ,/ , .., ,,,,,z ,,,2 , . , - - ectiov ,. ki ':, s ' ,;'-*774 / , ' , , ;„' '"=" -7173e4r . ' 14 ,,- . ' '44i'A f " . -V-- ,,,,' - ' CHLIC shall provide the following services to assist Employer in meeting its compliance obligations under section 2715 of the Public Health Service Act as added by the Patient Protection and Affordable Care Act and applicable regulations with respect to the provision of the Summary of Benefits ("SBC), translation notice and glossary. Applicable to all medical plans including HRA and FSA which are considered "group health plans" subject to the SBC requirements. , Preparation of SBC, translation notice, CHLIC will not be responsible for any changes that Employer makes to the SBC. No charge 2. Provide SBC, translation notices prepared by CHLIC to Employer electronically as well as any updates or material modifications. No charge 3. Include in SBC a summary of benefits administered by carve -out vendor if Employer or carve -out vendor provide CHLIC with necessary carve -out benefit information at least 12 weeks prior to the date the SBCs are to be delivered to Employer. $500 for each benefit option under the Plan for which carve -out vendor benefits are included in SBC , Service Description Charge HIPAA Certificates Individual HIPAA certificates for Members who leave active coverage. $0.15/employee/month Included in Medical Administration Charge Pharmacy Clinical Program 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. 1 Included at No 1 Additional Cost I 1.2/18/2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT |SASUBSTITUTION TOORIGINAL. BACKUP ORIGINAL CAN BE SEEN ATTHE END OFTHIS DOCUMENT. /,�ur��b�� ' �p��i�hmd����km�d�npmmmcn�pm��f�dm���u���u�d��?� � program involves services that span across the Membor's health needs. Behavioral coaching principles and evidence based mcdkjuc guidelines are utilized to optimize self -management ) skills and foster sustained health improvements. The program targets a chronic population at high risk for near term and future high cost medical expenses. Mecohecu are identified as having achronic condition through uvariety nfSources which may include: claims data, referrals, and self -identification. A variety of resources is provided to those with a chronic condition, including access to online tools, personalized support, and targeted materials. The program includes the following components for those with a chronic condition: * Chronic Condition -specific coaching ^ Pre- and post -discharge calls w Lifestyle management coaching: stress, weight management and tobacco cessation * Treatment decision support and coaching lnorder tocontinuously assess the effectiveness ufour programs and/or test new ideas tofurther engage your employees around their health, u omnu|| sample of Members may be placed in a comparison group which for u defined period of time receives alternative services or is suppressed from receiving proactive outreach, such as engagement letters and/or cu||o. This could affect afew Members targeted for notrcaub during this limited time period. ]�r��o������� | | Products: $5.26/ncmplmyec/mwmt& XmoKmdod in Medical Access Fee ' Medical Conversion Privilege Converting Employee Resides inFL: Comprehensive, Base Plan/Major Medical & PPO Plans $20,000/ ouvoruimm policy Client Fund Wellness Fund CBL8Cwill establish aWellness/Health Improvement Fund inthe amount my$20O'UO0.0O0o be used at the City's discretion for weilness services. Wellness/Health Improvement Funds are tobcused from l/l/2Ul4-|2/3l/20l4.Unused funds cannot bcrolled over. � l2O8/20B Client Name: City of Miarni Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT E INSURANCE REQUIREMENTS Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 City of Miami included as an Additional Insured 11. 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 ofMiami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability A-. Limits of Liability $100,000 for bodily 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 12/18,2013 Client Name: City of Miami Administrative Services Only Agreement THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. V. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Deductible- not to exceed 10% S1,000,000 $5,000,000 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. 12/18/2013 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLJCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(' es) moat be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certaln policies may require an endorsement. A statement on this certificate does not confer rlghtts to the certificate holder In lieu of such endorsement(s). PRODUCER MARSH USA Inc, 1717 Ards Sheet Philadelphia, PA 19103 Attn: HeatthcareAccountsCSS NSU GNA-CAS-13-14 CIGNA CORPORATION 900 COTTAGE GROVE ROAD BLOOMFIELD, CT 06002 AX: 212 948.1337 No.E y INSURER(S) AFFORDING COVERAGE SURsR A : ACE American Insurance Company N/A /A Indemnity Ins Co Of North America U U NSURER F COV GES CERTIFICATE NU R: CLE-003505567.23 ON NU B R: TN1S IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR "OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN ' � TYPE OF INSURANCE INS1 -1 : ` WVn PO4JCYNUMBER POLICY EFF [, .DVYYYY) POUCY EXP (MM(DDIYYYY1 A GENERAL X LIABILITY COMMERCIAL GENERAL LI�(LITY HDCG27018365 ,r 07101/2013 j 07/01/2014 EACH OCCURRENCE S 1,000,004 6A TO RENTED PREMISES (Ea orcyrrence) S 1,QOD,ODO � CLAIMS -MACE LJ OCCUR MED EXP (My one c:ers fl) $ 5,000 PERSONAL 8 AAV INJURY 1 GENERAL AGGREGATE 8 3,WO,000 OEN1 AGGRE(GATTE POI IO1, I UNIT APPLIES PELT- PER: LOC PRODUCTS • COidP!OP AGO $ A AUTO X !WY ANYA O — AUCTOS LED N 104MIEO AUTOS 1SAFf08716Q57 ,.• w.'Y' f '.. + �j -,t . 07101t2014 t INGLI IIMIT 1 BODILY INJURY jParperaon)ALL S EMILY INJURY (Per aCcIdenl) S PROPERTY DAMAGE {Pererxlda Vl $ .J8 RELLA 6JAH O OCCl1R CIAIMS MADE EACH OCCURRENCE S AGGREGATE 5 DEO I I RETEM10tN$ S C A A A WORl(ERs c0MPENSATION AND EMPLOYERS' LIABILITY'TORY ANY PR©PRIETOR/PARTNER/EJE-CUTIVE oFFICERAIEMSERIEXCLUDED? (MaMato y In NH) I/ yes describe under DESCRIPTION OF OPERAT1CNS blow Y1N N] N!A WLRC47317599 (AOS} SCFC47317805(WO WLRC47317587 (CA & MA) INt E2C47317575 {V11ttj 071b120#3 O7R71/2013 OtA1t2013 ti70112ti#3 0 101/2014 07tU1t2t714 07/012014 Q7101/201'4 X + VVC STA7U- I TOTH Li1AIT$ ER E,L.EACHACCIDENT S 1,OfX},000 E.L. DISEASE- EA ElAPLr7Y s #, .000 E.L. SEASE- PQUGY LIMIT 1 A EXCESS WORKERS COMPENSATION 07,+01J2014 UMIT 81,000,000 SIR $1,000,000 WCUC47317617 (Olt Only} 07RI112013 DESCRIPTION OF OPERATIONS f LOCATIONS I VEHICLES (Attach ACO 1oi, AddlUona1 Remarks Sched, E more apace le rageked) RE: ACCOUNT M 3202272 CITY OF MIAMI IS INCLUDED A8 ADDITIONAL INSURED (EXCEPT FOR WORKERS COMPENSATION) WHERE REQUIRED BY WRITTEN CONTRACT. TIFICATE HOLDER CANCELLATION CITY OF MIAMI C/O DEPARTMENT OF PURCHASING 444 SW 2ND AVE 6TH FLOOR MIAMI, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTA c. hi Mukherjee ...+ray ►�'►�::' ��w� ff�il, ACORD 25 (2010/05) m 1988-2010 ACORD CORPORATION. All rlghts reserved. The ACORD name and logo are registered marks of ACORD Client Name: City of Miami Administrative Services Only Agreement EXHIBIT F THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 12/18/2013 Client Name: City of Miami Administrative Services Only Agreement EXHIBIT G THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. STOP LOSS INSURANCE POLICY PLACEHOLDER (See STOP LOSS AGREEMENT) 12/18/2013 CIGNA HEALTH AND LIFE INSURANCE COMPANY THIS DOCUMENT IS A SUBSTITUTION (Herein called "Cigna") TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Based on the application for this policy made by City of Miami (herein called the Policyholder) and based on the payment of the premium when due, Cigna agrees to reimburse the Policyholder for expenses covered and paid under the terms of this policy. This policy becomes effective at 12;01 a.m. at the Policyholder's address on the effective date shown in the Coverage Information section. All matter printed or written by Cigna on the following pages forms a part of this policy as if recited over the signatures below. This policy is delivered in and is governed by the laws of the jurisdiction shown in the Coverage Information section. In witness thereof, Cigna has caused this policy to be executed at its home office in Bloomfield, Connecticut. Avibnt e tay Edward P. Potanka, Assistant Secretary CSL-CP CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS Table of Contents DOCUMENT. DEFINITIONS 3 BENEFIT PROVISIONS 7 INDIVIDUAL STOP LOSS COVERAGE 7 AGGREGATE STOP LOSS COVERAGE ......... ...... ..... .......... ........ . ....... ......... ...... 8 DUTIES OF THE POLICYHOLDER ....... .......... ....... ...... ..... ........ ................ ................ ..... 9 EXCLUSIONS 11 OMISSION, CONCEALMENT OR MISREPRESENTATION OF FACT ......... 12 SUBROGATION AND ACTS OF THIRD PARTIES...... ................. . ....... . ..... ..... .......... ..... 12 PRIVACY OF INTORMATION 13 PREMIUMS 14 RIGHT TO CHANGE TERMS OF COVERAGE 15 TERMINATION 16 GENERALPROVISIONS ...... ......... ..... ........ ....... ........ ..... ........ ..... ........... ...... ...... 17 SCHEDULE OF INSURANCE 19 CSL-TOC 2 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") Definitions Section THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Actual Attachment Point Actual Attachment Point means the amount of Actual Claim Payments above which aggregate stop loss benefits are payable. The Actual Attachment Point is determined at the end of the Policy Year and is the greater of: (1) the sum of all Policy Months in the Policy Year of the number of Covered Persons enrolled during each Lagged Month in each product and plan design in the Benefit Plan multiplied by the Monthly Attachment Factors for that Policy Month; or (2) the sum of the Minimum Attachment Point for each Policy Month. For those policies with run -out coverage, in the year of termination the Actual Attachment Point is the sum of the product as calculated in accordance with the above paragraph plus the Run -out Period Attachment Point. Actual Claim Payment Actual Claim Payment means a payment made on behalf of the Policyholder for a Covered Person under the terms of the Benefit Plan. A payment is deemed to have been made as of the date the payment instrument is issued by the Claim Administrator, An Actual Claim Payment does not include a claim payment made in error on behalf of a Covered Person. Aggregate Individual Stop Loss Limit Aggregate Individual Stop Loss Limit means the limit that is used to determine benefits payable for Aggregate Stop Loss coverage. ASL Benefit Percentage Payable ASL Benefit Percentage Payable means the percentage of Covered Expenses payable to the Policyholder once the Actual. Attachment Point has been reached. Become Due Become Due is the earliest date upon which: (a) the Policyholder or the Claim Administrator has received due proof of loss for which a claim is made under the terms of the Benefit Plan, provided such loss is covered under this policy as a Covered Expense; and (b) an Actual Claim Payment has been made. Benefit Plan or Plan Benefit Plan or Plan means the Policyholder's medical benefits and/or other health benefits applicable to either the Individual Stop Loss benefit and/or the Aggregate Stop Loss benefit as uniquely specified for each benefit in the Schedule of Insurance. Claim Administrator Claim Administrator means Cigna or an entity approved by Cigna to provide administrative services and to pay claims for the Policyholder's Benefit Plan. CSL-DEF CIGNA HEALTH AND LIFE INSURANCE COMPAP THIS DOCUMENT IS A SUBSTITUTION! (Herein called "Cigna") TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS Corridor Factor DOCUMENT. Corridor means the risk retained by the Policyholder. It is expressed as a percentage of Expected Paid Claims and is specified in the Schedule of Insurance. Covered Expenses Covered Expenses for a Policy Year are expenses made under the Benefit Plan that are reimbursable under this policy based on the criteria specified in the Schedule of Insurance. Covered Person Covered Person means a person who is enrolled for coverage and meets the eligibility requirements set forth in the Benefit Plan. Effective Date Effective Date means the date on which coverage begins under this agreement. Expected Paid Claims Expected Paid Claims means the projected claims at the time of the presale or renewal quote to be paid for all Covered Persons during the Policy Year. High Risk Individual High Risk Individual means a Covered Person whose claims under the Benefit Plan are expected to exceed the Individual Stop Loss Limit. For such person(s), a separate Individual Stop Loss Limit for High Risk Individuals is applicable, or such person may be excluded from coverage under this policy. Incurred Incurred means the date on which the supply is obtained or the service is rendered to a Covered Person under the Benefit Plan. Individual Stop Loss Limit Individual Stop Loss Limit means the specific dollar amount of Covered Expenses paid by the Policyholder for each Covered Person during each Policy Year, as set forth in the Schedule of Insurance. If coverage is terminated during any Policy Year, the Individual Stop Loss Limit will be the same as if the coverage had remained in effect for the entire Policy Year. Individual Stop Loss Limit for High Risk Individuals Individual Stop Loss Limit for High Risk Individuals means the specific dollar amount of Covered Expenses paid by the Policyholder for each High Risk Individual during each Policy Year, as set forth in the Schedule of Insurance. If coverage is terminated during any Policy Year, the Individual Stop Loss Limit for High Risk Individuals will be the same as if the coverage had remained in effect for the entire Policy Year. ISL Benefit Percentage Payable ISL Benefit Percentage Payable means the percentage of Covered Expenses payable to the Policyholder once the Individual Stop Loss Limit has been reached. Lagged Month Lagged Month is defined on the Schedule of Insurance as either the same as the current Policy Month or as the Policy Month one or more months prior to the corresponding Policy Month. In the event the Lagged Month refers to a month prior to the Effective Date of the policy, the Lagged Month is defined as the first Policy Month. CSL-DEF 4 THIS DOCUMENT IS A SUBSTITUT101, TO ORIGINAL, BACKUP ORIGINAL CIGNA HEALTH AND LIFE INSURANCE COMPANY CAN BE SEEN AT THE END OF THIS (Herein called "Cigna") DOCUMENT, Minimum Attachment Exposure Minimum Attachment Exposure is the greater of the number of Covered Persons enrolled during the Minimum Attachment Lagged Month in each product and plan design in the Benefit Plan; or the original estimated number of Covered Persons at the time of underwriting. Minimum Attachment Lagged Month Minimum Attachment Lagged Month is defined on the Schedule of Insurance as either the same as the Policy Year's first Policy Month or one or more months prior to the Policy Year's first Policy Month. In the event the Minimum Attachment Lagged Month refers to a month prior to the Effective Date of the policy, the Minimum Attachment Lagged Month is defined as the Policy Year's first Policy Month. Minimum Attachment Percentage The Minimum Attachment Percentage is used in computing the Minimum Attachment Point, and if applicable, the Minimum Run -out Period Attachment Point. This percentage is shown on Schedule of Insurance. Minimum Attachment Point The Minimum Attachment Point is either not applicable (in which case it is assumed to have a value of zero in any calculation), or for each Policy Month and for each product and plan design, it is equal to the Minimum Attachment Percentage multiplied by the Minimum Attachment Exposure multiplied by Monthly Attachment factors for the Policy Month. Minimum Run -out Period Attachment Point The Minimum Run -out Attachment Point is the Minimum Attachment Percentage multiplied by the Minimum Attachment Exposure multiplied by the sum of the Terminal Attachment Factors for each month as shown on the Schedule of Insurance under Terminal Attachrnent Factors. Monthly Attachment Factor Monthly Attachment Factor is a factor assigned to this policy to be used to calculate the Actual Attachment Point and Minimum Attachment Point, as applicable. This factor is shown on the Schedule of Insurance. Policy Month Policy Month means a calendar month during a Policy Year. Policy Quarter Policy Quarter means a period of three consecutive calendar months during a Policy Year, with the first policy quarter beginning on the effective date of the policy. Policy Year Policy Year means the period beginning on the Effective Date of this policy (or most recent renewal date thereof) up to but not including the next renewal date or the date of termination, whichever period is shorter. The Policy Year is specified on the Schedule of Insurance and may differ by coverage as indicated on the Schedule of Insurance. Renewal Date Renewal Date is the day on which a new Policy Year begins as specified on the Schedule of Insurance. CSL-DEF 5 THIS DOCUMENT IS A SUBSTITUTIC TO ORIGINAL. BACKUP ORIGINAL CIGNA HEALTH AND LIFE INSURANCE COMPANY CAN BE SEEN AT THE END OF THIS (Herein called "Cigna") DOCUMENT. Run -out Period Run -out Period is the length of time following the termination date of this policy during which claims that Become Due for a Covered Person under the Benefit Plan will accumulate toward stop loss coverage under this policy provided that they were incurred prior to the termination date of this policy. Run -out Period Attachment Point Run -out Period Attachment Point is the greater of the Minimum Run -out Period Attachment Point or the sum of each product in the Benefit Plan and each month (as shown on the Schedule of Insurance under Terminal Attachment Factors) of the Terminal Attachment Factor multiplied by the number of Covered Persons enrolled during the respective Lagged Month for that month. Terminal Attachment Factor Terminal Attachment Factor is a factor assigned to this policy to be used to calculate the Run -out Period Attachment Point and the Minimum Run -out Period Attachment Point. This factor is shown on the Schedule of Insurance. CSL-DEF 6 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") Duties of the Policyholder THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, A. The Policyholder will submit to Cigna a complete copy of the Benefit Plan unless Cigna already has such copy in its possession; such Benefit Plan or its complete copy is incorporated herein by reference. B. Any changes to the Benefit Plan will be submitted to Cigna 60 days prior to their effective date. C. If Cigna is not the Claim Administrator, the parties agree that the Policyholder or the Claim Administrator approved by Cigna will have the following duties and obligations: 1. to investigate, audit, calculate and pay all claims in accordance with the provisions of the Benefit Plan and any applicable provider contracts. 2. to provide Cigna such information and records as Cigna may reasonably require for: a. payment of any claim under this policy; and b. projection of future expected claims of the Benefit Plan. 3. to prepare and submit to Cigna on a monthly basis: a. a report of the Actual Claim Payments paid pursuant to the Benefit Plan for that month; b. a report of the total number of Covered Persons covered by the Benefit Plan for that month; and c. a report listing claimants with Covered Expenses during the Policy Year greater than 50% of the Individual Stop Loss Limit. The listing is to include cumulative paid claims and the respective ICD-9 codes. 4. for individual stop loss, the preparation and submission to Cigna on a monthly basis, within 15 days of the previous month's end, of: a. a report showing Covered Expenses during the month for those Covered Persons for whom the total Covered Expenses for the stop loss Policy Year meet or exceed 50% of the Individual Stop Loss Limit; and b. a completed Stop Loss Notification form (to be supplied) which must accompany the report for each listed Covered Person. 5. for any and all Covered Persons whose Covered Expenses meet or exceed the Individual Stop Loss Limit during the Policy Year, the following information must be supplied for claim adjudication under this policy. This information must accompany a Stop Loss Notification form and must be presented to Cigna within 30 days of the end of the month in which the Covered Person exceeded the Individual Stop Loss Limit: a. copies of any and all documentation relating to outside bill reviews/negotiations for hospital bills greater than $15,000 and other provider bills greater than $2,500; b. copies of any and all documentation relating to the Benefit Plan's subrogation interests, if applicable; c. detailed claim reports and check information if explanation of benefits (EOBs) are not available; d. itemized bills for any claims or charges over $5,000; e. an enrollment form or eligibility screen; and f. coordination of benefits (COB) information. CSL-DP 9 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna ") D. The Policyholder will reimburse Cigna for any Actual Claim Payments subsequently repaid, refunded, rebated or owed to the Policyholder by any party. E. The Policyholder will furnish additional infotutation or documentation as reasonably requested by Cigna. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CSL-DP 10 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL Exclusions CAN BE SEEN AT THE END OF THIS DOCUMENT. Covered expenses under this policy do not include the following: 1. Actual Claim Payments for which (a) there is other group insurance (including costs recoverable through the application of the coordination of benefits provision in the Benefit Plan); (b) third -party liability has been established; (c) there is coverage pursuant to any plan established by federal, state or local law (to the extent permitted); or (d) there is coverage under workers compensation insurance. 2. Expenses to the extent the Policyholder or Plan receives any payment(s), refund(s) or rebate(s), however denominated, or any reduction in charges including but not limited to reductions as a result of a PPO, EPO, or other managed care arrangement, claim reduction negotiation, or the application of any provider discount arrangement. 3. Expenses which Become Due after the date coverage under this policy ceases. 4. Administrative expenses of the Policyholder or Claim Administrator. 5. Extra contractual damages, expenses or reimbursements of any kind or nature. 6. Investigative or legal expenses including, but not limited to, attorneys' fees and court costs. 7. Expenses Incurred by a person not eligible under the terms of the Benefit Plan. 8. Expenses paid because of an amendment to the Benefit Plan which is not agreed to by Cigna. 9. Expenses for taxes, fees and surcharges that may be imposed on the Benefit Plan or Policyholder by federal, state or local governments. 10. Expenses Incurred as a result of war, whether declared or not, or acts of war or service in any military force of any country while such country is engaged in war, whether declared or not. 11. Expenses which are not considered Covered Expenses under the Benefit Plan, 12. Expenses for which the Policyholder or Claim Administrator has failed to provide the required infoimation set forth under the Duties of the Policyholder section. 13. With respect to individual stop loss, and with respect to aggregate stop loss if indicated on the Schedule, expenses resulting from capitation payments, if any (i.e. contractually determined periodic payments to certain providers based on the number of plan participants entitled to receive services from the provider, in return for which, such providers furnish certain agreed - upon services to eligible plan participants). 14. For liabilities which are non -pecuniary in nature (not having a monetary value). CSL-EX 11 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") Omission, Concealment or Misrepresentation of Fact THIS DOCUMENT IS A SUBSTITUTIOI TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The parties understand that Cigna has relied upon the completeness and accuracy of the underwriting information presented to Cigna in its decision to issue and/or renew this policy. Such infolination includes infolination volunteered by the Policyholder when requesting the quote, infoiniation provided in response to a request by Cigna, and any personal health statements filled out by persons covered under the Benefit Plan. If Cigna determines that any of the information has omitted, concealed or misrepresented any fact which Cigna determines to have had an effect on Cigna's assessment of the risk, Cigna reserves the right to re -underwrite the coverage, including but not limited to resetting the premium rates, resetting the individual stop limits, resetting or establishing coverage maximums, resetting monthly attachment factors, and minimum attachment factors; or Cigna may terminate this policy. Any such action by Cigna will be reasonable in relation to the nature of the omission, concealment, or misrepresentation, and may be retroactive to the beginning of the Policy Year. Subrogation and Acts of Third Parties Applicability 'Where allowed by law, this section will apply: 1. to Policyholders who receive payments for Covered Expenses under this policy; and 2. where Actual Claim Payments have been made under the Benefit Plan to a Covered Person who has a lawful claim against, or who has received compensation, damages or other payment from another parry or parties for expenses resulting in the payment by Cigna of such Covered Expenses; and 3. to the Policy Year in which the corresponding payment was made. The expense of subrogation will be shared proportional according to the Benefit Plan. Policyholder Obligations To secure the rights of Cigna under this section, the Policyholder must: 1. pursue the rights of subrogation contained in the Benefit Plan; and 2. reimburse Cigna for Covered Expenses Incurred under this policy (but not more than the amount paid by the other party or parties) if payment from the other party or parties has been received by the Policyholder. The Policyholder must reimburse Cigna first, and in full, before retaining any benefit from the recovery; and 3. assign to Cigna the Policyholder's subrogation and/or reimbursement right contained in the Benefit Plan to the extent of Cigna's payments if requested by Cigna and Policyholder shall cooperate fully and do all things as necessary and required to enable Cigna to pursue the recovery right. CSL-OSP 12 CIGNA HEALTH AlVD LIFE INSURANCE COMPANY (Herein called "Cigna") Privacy of Information THIS DOCUMENT IS A SUBSTITUTIO TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. In connection with the performance of its obligations under this policy, Cigna may disclose to and receive disclosure from the Policyholder or its Claim Administrator of information collected or received in connection with Covered Expenses reimbursable under this policy, provided the information is limited to that which is reasonable and necessary. Under no circumstances will Cigna provide the Policyholder with information on incurred, but not paid claims, projected claims, pre -certifications of coverage, case management notes, and course of treatment information or prognosis information. CSL-OSP 13 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS Premiums DOCUMENT. Premium Payments The initial premium shall be due and payable on the first day of the month of this policy. Subsequent premiums shall be due on the first day of each calendar month that this policy remains in effect. Premiums can be paid to Cigna's home office or to an authorized agent of Cigna. Each premium paid continues the policy in force until the date the next premium is due, except as set forth in the Grace Period section. The total monthly premium is the sum of the premium for all Covered Persons for all coverages as identified on the Schedule of Insurance. Grace Period A period of 31 days, without interest, is allowed for paying any premium other than the first premium payment. The policy will remain in force during the grace period, unless Cigna has been advised in writing that the policy is to cease prior to the end of the grace period. If any premium is not paid before the grace period ends, the policy will cease at the end of the grace period. When this policy ends the Policyholder will be liable for all premiums past due and unpaid, including a pro-rata premium for any time this policy remains in force during the grace period. Premium Refund Any error or correction of any premium paid must be reported to Cigna promptly. The premium will be adjusted retroactively to reflect the correct premium amount. If a correction will result in a decrease in premium, a refund will be given only for the two month period prior to Cigna's receipt of a correction request. CSL-PREM 14 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") Right to Change Terms of Coverage THIS DOCUMENT IS A SUBSTITUTIO TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Cigna reserves the right to change any of the terms shown on the Schedule of Insurance including but not limited to the Individual Stop Loss Limits, the Monthly Attachment Factors, the Terminal Attachment Factors, Minimum Attachment Factors andior Premium Rates under the following circums Lances: 1. In the event the total number of Covered Persons at the beginning of the Policy Year or at any time during the Policy year differs more than 10% from the original estimated enrollment, such change to become effective on the first day of any month following the fluctuation, subject to advance written notice of at least 45 days. 2. In the event enrollment in any covered plan at the beginning of the Policy Year or at any time during the Policy year differs more than 10cYo from the original estimated enrollment, such change to become effective on the first day of any month following the fluctuation, subject to advance written notice of at least 45 days. 3. In the event of material changes in the Benefit Plan or changes in legislation or regulation, Cigna may revise the premium rates with the revision to become effective on the date such changes are effective. 4. In the event of the addition of a subsidiary, operation or class of Covered Persons not previously covered under the Benefit Plan and approved by Cigna, Cigna may revise the premium rates with the revision to become effective on the date such addition is effective. 5. In the event of the termination of a subsidiary, operation or class of Covered Persons covered under this policy, Cigna may revise the premium rates with the revision to become effective on the date such teimination is effective, 6. On any policy anniversary, subject to advance written notice of at least 45 days. 7. In the event of an omission, concealment or misrepresentation of material fact, as described in Omission, Concealment or Misrepresentation of Fact section, such change to become retroactively to the first day of the affected coverage period. If Cigna is not the Claim Administrator, Cigna also reserves the right to change any premium rates if Cigna determines that Actual Claim Payments are not being made in accordance with the provisions of the Benefit Plan. Such adjustment may be made retroactive to the beginning of the Policy Year. CSL-TERM l5 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") Termination THIS DOCUMENT IS A SUBSTITUTIO0 TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. This policy will continue in effect from its effective date until tell iinated on the earliest of the following: 1. At the end of the grace period if the premium is not paid. 2. Upon mutual consent by the parties, on the date the parties agree to terminate. 3. On the premium due date following 45 days after the mailing of written notification of termination by Cigna or the Policyholder. 4. On the date of termination of the Benefit Plan. 5. If any state or other jurisdiction enacts a law which prohibits the continuance of this policy, or the existing law is interpreted to so prohibit the continuance of this policy, as reasonably determined by Cigna, the policy shall terminate automatically as to such time or jurisdiction on the effective date of such law or interpretation. 6. Immediately upon written notice to the Policyholder of the discovery of the Policyholder's failure to comply with any material term of the policy. 7. Immediately upon written notice to the Policyholder if Cigna reasonably determines that the Policyholder has ceased or failed to sufficiently fund its account established to fund benefit payments under the Plan. This policy may also be terminated by Cigna as follows; 1. Retroactively to the Policy Effective Date or the latest Renewal Date as applicable, upon written notice to the Policyholder, if Cigna determines that any of the information has omitted, concealed or misrepresented any fact which Cigna determines to have had an effect on Cigna's assessment of the risk. 2, On the next premium due date, at Cigna's option, if Cigna determines that Actual Claim Payments are not being made in accordance with the provisions of the Benefit Plan. 3. On the effective date of a change in the Benefit Plan which is not approved by Cigna. Cigna will give the Policyholder written notice within 45 days after receipt of a copy of such change. 4. On the effective date of any change in Claim Administrator which is not approved by Cigna. Cigna will give the Policyholder written notice within 45 days after receipt of notification of such change. All coverage ceases upon termination of this policy. The termination of this policy does not excuse the Policyholder from forwarding to Cigna any and all premiums accrued through the date of termination. Cigna reserves the right not to provide Run -out coverage in the event of termination prior to the end of the Policy Year. CSL-TERM 16 CIGNA HEALTH AIVD LIFE INSURANCE COMPANY (Herein called "Cigna') General Provisions THIS DOCUMENT IS A SUBSTITUTIO TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Notice This policy provides benefits when the Policyholder's Benefit Plan incurs expenses in excess of the individual and/or aggregate limits as outlined in this policy. Since this policy insures the Policyholder and not the individuals covered by the Policyholder's Benefit Plan, this policy neither adds to nor subtracts from the terms of the underlying Benefit Plan. Additionally, this policy does not in any way affect the Policyholder's responsibility to comply with employment laws such as the Americans with Disabilities Act, the Age Discrimination in Employment Act, Title VII of the 1964 Civil Rights Act and other applicable state and federal laws. Parties to the Policy and Responsibility for Claims for Benefits by Covered Persons The parties to the policy are the Policyholder and Cigna. There are no third party beneficiaries and this policy does not create any rights or legal relation whatsoever between Cigna and a Covered Person under the Policyholder's Benefit Plan. Cigna's sole liability under this policy is to the Policyholder. The Policyholder shall retain the exclusive obligation for any action, brought for benefits under the Policyholder's Benefit Plan however denominated, including any action purporting to be brought with respect to this policy. Policyholder agrees to assume the tender of any such action and to reimburse Cigna for reasonable costs, costs of whatever kind (including court costs and attorneys' fees) which Cigna may incur to protect its and Policyholder's rights until Policyholder accepts tender. Provided that nothing herein shall alter Cigna's obligations contained in the parties' administrative services agreement, if any, Entire Contract The parties agree that this policy and any endorsement and amendment to the policy constitute the entire contract regarding the stop loss insurance between the parties. Any endorsement or amendment changing this policy must be in writing and must be signed by authorized officers of Cigna and the Policyholder respectively. No person may modify or waive any of the terms of this policy except by a written amendment signed by a duly authorized officer of Cigna Enforceability In the event that one or more provisions in this policy shall, for any reason, be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this policy shall not be affected. Clerical Error Clerical error by the Policyholder or by Cigna will not continue terminated coverage. In the event of such clerical error, an appropriate adjustment will be made. Examination and Maintenance of Records If Cigna is not the Claim Administrator: 1. The Policyholder will furnish to Cigna such data as may be required for the administration of this policy. 2. The Policyholder's and the Claim Administrator's books and records pertaining to the policy will be available to Cigna for inspection during the usual business hours. Such books and records will be maintained for a period of not less than 6 years following termination of the policy. 3. Cigna will have the right at all reasonable times to inspect all records relating to Actual Claim Payments paid under the Benefit Plan whether maintained by the Policyholder or the Claim Administrator. Cigna will treat as confidential all such records and infonnation obtained. CSL-GP 17 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") Dispute Resolution The Policyholder may not initiate any dispute resolution relating to a claim under this policy fewer than 60 calendar days or more than five years after due proof of such claim is furnished to Cigna. THIS DOCUMENT IS A SUBSTITUTIC TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Plan Changes Cigna reserves the right to approve a change in the Benefit Plan. The Policyholder must promptly furnish Cigna with a copy of each change in the Benefit Plan prior to its effective date. If such copy is not received, Cigna will only be liable for the reimbursement of Covered Expenses under this policy as if the plan was not changed. Subcontracting The work to be performed by Cigna under this policy may be performed wholly or in part through an authorized representative, subsidiary, affiliate, or parent of Cigna. Such subcontracting will not increase or diminish the rights or obligations of either party to this policy. Assignment No assignment of this policy by the Policyholder will be binding upon Cigna. Offset Cigna shall be entitled to offset payments due to the Policyholder under this policy against premiums due and unpaid by the Policyholder to Cigna. CSL-GP 18 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") Schedule of Insurance Coverage Information Policyholder: City of Miami Policy Number: 3202272 Effective Date: January 01, 2014 Issue Date: October 28, 2013 Next Renewal Date: January 01, 2015 State or other Jurisdiction of Issue: Florida Notices THIS DOCUMENT IS A SUBSTITUTIC TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. For the purpose of any notices required under this policy, such notices should be sent to the addresses shown below: Cigna Health and Life Insurance Company 900 Cottage Grove Road, Hartford, CT 06152 Attn: Stop Loss Unit For questions regarding coverage or to get help in resolving a complaint, the phone number is: 1-855- 246-1874 City of Miami 444 S.W. 2nd Avenue - 9th Floor Department of Risk Management Miami, FL 33130 Attn: Calvin Ellis cellis@miamigov.com 305-416-1757 CSL-SCH 19 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna") Individual Stop Loss Policy Year: January 01, 2014 to December 31, 2014 THIS DOCUMENT IS A SUBSTITUTIO TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Covered Expenses: Claims that are incurred between January 01, 1985 and December 31, 2014 and that Become Due between January 01, 2014 and December 31, 2014 Monthly Premium Rates: For each covered employee ISL Benefit Percentage Payable: Individual Stop Loss Limit: $61.42 100% $250,000.00 The following Covered Persons have been identified as High Risk Individuals and shall be subject to the Individual Stop Loss Limit as specified below: High Risk Individual Dorys Casanueva Relationship Amount SP $900,000.00 Benefit Plans Covered by Individual Stop Loss Coverage: Claim Administrator Product Cigna Comp Plan Cigna Mental Health/Substance Abuse Cigna Network POS Open Access Cigna Pharmacy Expense Cigna's maximum liability per individual: Will be the individual maximum, if any, as set forth in the Benefit Plan less the Individual Stop Loss Limit CSL-SCH 20 CIGNA HEALTH AND LIFE INSURANCE COMPANY (Herein called "Cigna') Azkregate Stop Loss Policy Year: January 01, 2014 to December 31, 0134 THIS DOCUMENT IS A SUBSTITUTIC TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Covered Expenses: Claims that are incurred between January 01, 1985 and December 31, 2014 and that Become Due between January 01, 2014 and December 31, 2014 For purposes of Agg-regate Stop Loss, amounts attributable to claim base state surcharges and/or the New York Covered Lives Assessment, as applicable, shall not be considered to be an excluded expenses of the Policyholder or Claim Administrator and as such shall be considered Covered Expenses. Monthly Premium Rates: For each covered employee $3.32 ASL Benefit Percentage Payable: 100% Aggregate Individual Stop Loss Limit: $250,000.00 Benefit Plans Covered by Aggregate Stop Loss Coverage: Claim Administrator Product Cigna Comp Plan Cigna Mental Health/Substance Abuse Cigna Network POS Open Access Cigna Pharmacy Expense Cigna's maximum liability for the Aggregate Stop Loss coverage: Unlimited for the Policy Year Corridor Factor: 120% Minimum Attachment Point: $46,566,776.00 Minimum Attachment Percentage: 100% Minimum Attachment Lagged Month: Two Months prior to the Policy Year's first Policy Month Lagged Month: Two Months Prior Monthly Attachment Factor (for each Covered Person): Claim Administrator Product Cigna Cigna Comp Plan Network POS Open Access $1,336.28 $1,336.28 Payment of premium is considered acceptance of this policy and the terms within. CSL-SCH 21 SUBSTITUTED PROFESSIONAL SERVICES AGREEMENT d BE DISTRIBUTED PRIOR TO CITY COMMISSION MEETING