HomeMy WebLinkAbout24523AGREEMENT INFORMATION
AGREEMENT NUMBER
24523
NAME/TYPE OF AGREEMENT
CIGNA HEALTH & LIFE INSURANCE COMPANY
DESCRIPTION
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES
AGREEMENT/ADMINISTRATION OF AN ON -SITE VIRTUAL
HEALTH CLINIC/MATTER ID: 21-1195
EFFECTIVE DATE
May 26, 2023
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
7/10/2023
DATE RECEIVED FROM ISSUING
DEPT.
7/11/2023
NOTE
DOCUSIGN AGREEMENT BY EMAIL
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: _Risk Management Department
DEPT. CONTACT PERSON: EXT.
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: CHLIC
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ❑ NO
TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES ❑ NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
OTHER: (PLEASE SPECIFY) Amendment to Cigna's PSA
PURPOSE OF ITEM (BRIEF SUMMARY): Amendment No. 1 to the Professional Services Agreement dated
January 1, 2014 between the City of Miami and Connecticut Health and Life Insurance Company
("CHLIC") for the provision of administrative services to the City's Group Benefit Health Plan
(SERVICES), pursuant to Request for Proposals No. 369325 and authorized by Resolution NO. 13-0460
and the City wishes to amend the mentioned Agreement to include the administration of an on -site virtual
health clinic for the City of Miami Employees and their Dependents.
COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Amendment to existing contract
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
5/28/2021
PRINT: Ann -Marie Sharpe
SIGNATURE: �% .
SUBMITTED TO RISK MANAGEMENT
5/28/202'
PRINT: AnnMarie 1 harpe
SIGNATURE: ,A__
SUBMITTED TO CITY ATTmattNey r ID: 21-1195
6/3/21
PRIN : CT N EZ
SIGN `�C.
ASSISTANT CITY MANAGER, CHIEF FINANCIAL
OFFICER
July 7, 2023 1
PRINT: Larry Spring, C A
13:25:41 EDT
�oo-,e-e,
SIGNATURE: boirtsprim
July 10, 2023
PRINT: ART NORIEGA V
I 09:15:47 ED D S c,,,
SIGNATURE: ant6.7 hbvrla
RECEIVED BY CITY MANAGER
1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITY ATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT
July 10, 2023
PRINT:1TODD B. HANNON
ISIIvAitZEEDT "cam
�E«o,ssooF,ass
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C ORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
CITY OF MIAMI
AMENDMENT NO. 1
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI
AND
CIGNA HEALTH AND LIFE INSURANCE COMPANY
This Amendment No. 1 to the Professional Services Agreement dated January 1, 2014 ("Agreement"),
by and between the City of Miami, a municipal corporation of the State of Florida ("City"), located at 444
S.W. 2nd Avenue, Miami, Florida 33130 and CIGNA Health and Life Insurance Company, a foreign profit
corporation authorized to conduct business in the State of Florida ("CIGNA", or "CHLIC"), located at 900
Cottage Grove Road, Bloomfield, CT 06002, is entered into this 26th day of
May 2021.
RECITALS
WHEREAS, on January 1, 2014, the City entered into an Agreement with CIGNA for the provision
of administrative services to the City's Group Benefit Health Plan ("Services""), pursuant to Request for
Proposals No. 369325 and authorized by Resolution No. 13-0460; and
WHEREAS, the City wishes to amend the above -mentioned Agreement to include the
administration of an on -site virtual health clinic;
NOW THEREFORE, for the considerations hereinafterasset forth, the Agreement is hereby
amended as follows:
1. All references to Connecticut Health and Life Insurance Company shall be stricken
and replaced with Cigna Health and Life Insurance Company.
2. Section 30, titled "Counterparts", is hereby deleted in its entirety and replaced with
the following language:
This Agreement may be executed in counterparts, each of which shall be an original as against
either Party whose signature appears thereon, but all of which taken together shall constitute but
one and the same instrument. An executed facsimile or electronic scanned copy of this
Agreement shall have the same force and effect as an original. The parties shall be entitled to
sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other
email transmission), which signature shall be binding on the party whose name is contained
therein. Any party providing an electronic signature agrees to promptly execute and deliver to the
other parties an original signed Agreement upon request.
3. Exhibit B to the Agreement, titled "Administrative Services Only Agreement",
Schedule of Financial Charges is hereby deleted in its entirety and replaced with
Amended Schedule of Financial Charges, effective January 1, 2021, attached as
Exhibit A to this Amendment:
Counterparts and Electronic Signatures. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, and such counterparts
shall together constitute but one and the same Agreement. The parties shall be entitled to sign and
transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email
transmission), which signature shall be binding on the party whose name is contained therein. Any
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
All other terms, covenants and conditions of the original Agreement issued thereto shall remain in
full force and effect, except to the extent herein amended.
IN WITNESS WHEREOF, the parties have executed this Addendum to the Agreement.
ATTEST:
By:
Print Name: Deborah Coolidge, CPA
Title: Finance Officer
(Corporate Seal)
ATTEST:
By: �DocuSigneel by
.
Todd B. Hannon, C
DocuSigned by:
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Victoria Mendez Matter ID:2'1-1195
City Attorney
D.J.G.
By:
"CIGNA"
Connecticut Health and Life Insurance
Company
a Connecticut profit corporation
By:
Print Name: Victoria A. Sirica
Title: Operations Senior Manager
(Authorized Corporate Officer)
"City"
CITY OF MIAMI,
a Florida municipal corporation
Qv{Gur Novita.
Arttur'foriega V, City Manager
APPROVED AS TO INS `' NCE
REQUIRE TS:
Ann -Mari Sharpe
Risk Man.'gement Director
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Schedule of Financial Charges
Certain fees and charges identified in this Schedule of Financial Charges will be billed to Employer monthly in accordance with 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.
Product'„
Medical
Medical
Vision
oduct -,
Medical
Network Point of Service Open Access (POSOA)
with PHS Plus Medical Management (All Plans)
Comprehensive
with PHS Medical Management (All Plans)
Cigna Vision (All Plans)
Network POSOA
Access Fee (All Plans)
$16.73/employee/month
$17.06/employee/month
$0.35/employee/month
Charge
$19.53/employe a/month
Medical
Comprehensive
Care Coordination Fee (All Plans
. Product
Dependent Care Flexible Spending Account (DFSA) Administration
$5.73/employee/month
Charge
For DFSA Products:
$5.90/employee/month
Health Care Flexible Spending Account (FSA) Administration
For FSA Products:
$5.90/employee/month
06/02/2021
3
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Amounts paid by CHLIC with its own funds on behalf of Employer or the Plan with respect to charges for which Employer or the Plan is obligated
to pay under this Agreement including Plan Benefits, Bank Account Payments (including fixed per person payments and pay -for -performance
payments to Participating Providers), governmental taxes or assessments will be billed to Employer and CHLIC is authorized to pay all such
amounts from the Bank Account.
D RELATED
-=PHARMACY ADIYITNISTRATION''FEE
Ovikti
Cigna Pharmacy Product Administration Fee, only if applicable, is separate from the Medical Administration Charge shown above, but included
on same billing line as the Medical Administration Charge for billing purposes only.
IN.ANCIAL GUARANTEES FOR DRUGS COVERED UNDERTHE FLAWS PI ARNIACY BENEFIT
Covered DrugsDispensed by Cigna Home Delivery Pharmacy CRAG willguarantee the following charges for Covered Drugs dispensed by
Cigna Home Delivery Pharmacy, subject to the provisions in the section titled "PBM: Pricing .- Additional Provisions"
Brand Drug Claims: For all Cigna Home Delivery Pharmacy Brand Drug Claims, the Employer's guaranteed average annual discount will be
AWP minus 25.00%.
Generic Drug Claims: For all Cigna Home Delivery Pharmacy Generic Drug Claims, the Employer's guaranteed average annual discount will be
AWP minus an average discount of 81.75%.
Dispensing Fees for Drug Claims: For all Cigna Home Delivery Pharmacy Brand Drug Claims and Generic Drug Claims the Employer's
guaranteed average annual Dispensing Fee will be $0.00.
Covered Drugs Dispensed by Retail Pharmacies in 30-day* supplies: CHLIC will guarantee the following charges for Covered Drugs
dispensed by Retail Pharmacies in 30-day supplies, subject to the provisions in the section titled "PBM Pricing Additional Provisions":
A 30-day supply means any Covered Drug dispensed by a Retail Pharmacy. in an amour nt less than as 83=day supply
Brand Drug Claims: For all Retail Pharmacy Brand Drug Claims, the Employer's guaranteed average annual discount will be AWP minus
18.25%.
Generic Drug Claims: For all Retail Pharmacy Generic Drug Claims, the Employer's guaranteed average annual discount will be AWP minus an
average discount of 79.25%.
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Dispensing Fees for Both Brand Drug Claims and Generic Drug Claims: For all Retail Pharmacy Brand Drug Claims and Generic Drug
Claims, the Employer's guaranteed average annual Dispensing Fee will be $0.95.
Covered Drugs, Dispensed by Retail Pharmacies in 90 day supplies: CHLIC will guarantee the" "following charges " for; Covered Drugs
dispensed by Retail Phariiiacies in 90-day supplies, subject to the provisions in the section titled "PBM Pricing - Additional Provisions":
A 90-day supply means any Covered Drug dispensed by a Retail Pharmacy in an amount equal to or greater than an 83-day supply'.
Brand Drug Claims: For all Retail Pharmacy Brand Drug Claims, the Employer's guaranteed average annual discount will be AWP minus
25.00%.
Generic Drug Claims: For all Retail Pharmacy Generic Drug Claims, the Employer's guaranteed average annual discount will be AWP minus an
average discount of 81.75%.
Dispensing Fees for Both Brand Drug Claims and Generic Drug Claims: For all Retail Pharmacy Brand Drug Claims and Generic Drug
Claims, the Employer's guaranteed average annual Dispensing Fee will be $0.00.
SCONT'.
1
CHLIC shall guarantee an aggregate annual average discount of 17.00% off AWP for covered Specialty Drug prescriptions dispensed by Retail
Pharmacies and Cigna Home Delivery Pharmacy. CHLIC's performance will be measured based on analysis of Plan -specific utilization for the
contract year.
RECONCILIATION OF PHARMACY BENEFIT MANAGEMENT FINANCIAL: GIrARANTEES
Pricing Guarantee Calculation. The following calculation will be performed on an aggregated basis for all paid Claims for Covered Drugs
processed during the applicable contract year in order to reconcile against the average annual ingredient cost discount guarantees set forth above:
1 — [(the total ingredient cost charged to the Employer prior to application of the Plan's Member cost -share requirements)/
(the total AWP) for all Covered Drugs]
For the purposes of the pricing guarantee calculation, and notwithstanding anything herein to the contrary, the total ingredient cost shall also
include the ingredient cost for a Covered Drug for which a Member pays 100% in the form of cost -share. The application of brand and generic
pricing may be subject to certain "dispensed as written" ("DAW") protocols and Employer defined plan design and coverage policies for
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
adjudication and Member Copayment purposes. For example, DAW 5 (House Generic) claims will be considered a Generic Drug claim for
pricing purposes.
Pricing Guarantee Exclusions. The following Claims or products shall be excluded from the calculation of any pricing guarantee set forth in this
Agreement:
- Specialty Drugs, unless otherwise noted in the Schedule of Financial Charges.
- Workers' Compensation Claims.
- Non-standard facility Claims (Indian Tribal, Veterans Administration, or Dep. of Defense facilities).
- Limited distribution drugs.
- Subrogation Claims.
- Repackaged products.
- Products filled through Pharmacies not participating in the network accessed by Employer under this Agreement (including a contracted
pharmacy that does not participate in a sub -network or preferred network tier).
- Over-the-counter (OTC) products.
- Secondary Payer Claims.
- Direct Member Reimbursement Claims.
- Compound Drugs.
- Claim reversals.
- Products identified as prescriptions covered under the federal 340B drug pricing program.
- Claims for Covered Drugs paid at the Retail Pharmacy's U&C Charge shall be included in the calculation of any Retail Pharmacy pricing
guarantee set forth in this Agreement. Provided, however, that Claims for Covered Drugs at a U&C Charge shall not be included in the calculation
of any Dispensing Fee guarantee, as no separate Dispensing Fee is charged for such Claims.
CONCILIATION AND' OFFSETS REGARDNG:: F IINANCIAL GUARANTEES'
CHLIC will report on the guaranteed amounts within one -hundred eighty (180) days following the end of each contract year. Upon reconciliation,
CHLIC's performance with respect to each ingredient cost discount or Dispensing Fee guarantee offered under this Agreement will be individually
measured and then reconciled in the aggregate across all ingredient cost discount or Dispensing Fee guarantees.
PBM PRICING - ADDITIONAL. PROVISIONS
• The amount paid by CHLIC to the Retail Pharmacy for Claims for Covered Drugs may or may not be equal to the amount charged to
Employer and/or Member, and CHLIC will absorb or retain any difference.
• For a specific Claim for a Covered Drug dispensed by a Retail Pharmacy or Cigna Home Delivery Pharmacy, and after application of any
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Plan cost -share requirements, CHLIC shall charge the Employer the lowest of the following amounts:
(1)
The Prescription Drug Charge; or
(2) The pharmacy's submitted U&C Charge, if any.
• For a specific Claim for a Covered Drug dispensed by a Retail Pharmacy or Cigna Home Delivery Pharmacy, CHLIC shall charge the
Member in accordance with the terms of the Pharmacy Benefit. For example, for a Covered Drug subject to a fixed dollar copayment
requirement, CHLIC shall charge the Member the lowest of the following amounts:
(1) The fixed dollar copayment for the Covered Drug, if any;
(2) The Prescription Drug Charge; and
(3) The phanmacy's submitted U&C Charge, if any.
• Home Delivery Pharmacy Dispensing Fees and Dispensing Fee Guarantees are inclusive of shipping and handling. If carrier rates (i.e.,
U.S. mail and/or applicable commercial courier services) increase during the term of this Agreement, the Home Delivery Pharmacy
Dispensing Fee and Home Delivery Pharmacy Dispensing Fee Guarantee will be increased to reflect such increase(s).
• Unless specifically noted herein, the discounts to Employer for Covered Drugs set forth in this Agreement are not guaranteed to result in an
average aggregate discount off the aggregate AWP of all such Covered Drugs.
• Any pricing guarantees, including any ingredient cost discount or Dispensing Fee guarantee, set forth in this Agreement shall be rendered
null and void in the event Employer terminates CHLIC's administration of the Pharmacy Benefit prior to completion of the then -current
Plan Year. CHLIC's fees, Rebates (if any), discounts or guarantees (if any) are, among other conditions communicated in this Agreement
or otherwise in writing to Employer, contingent on, and assume, adoption by Employer of a specific Fonnulary, Retail Pharmacy network,
and Plan design features (e.g. cost -share structure, utilization/cost management programs).
• Notwithstanding any other provision of this Agreement, CHLIC may, effective upon written notice to Employer, adjust any or all of the
fees, Rebates (if any), discounts or guarantees (if any) in this Agreement to the extent reasonably necessary to preserve the economic value
of this Agreement to CHLIC as it existed immediately prior to any of the following events or changes: (a) there are any significant changes
in the composition of the CHLIC pharmacy network utilized by Employer hereunder or in such pharmacy network's contract compensation
rates, or the structure of the pharmacy stores/chains/vendors that are contracted with CHLIC, including but not limited to disruption in the
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
retail pharmacy delivery model, or bankruptcy of a chain pharmacy; or (b) there is a change in government laws or regulations which has a
significant impact on pharmacy claim costs; or (c) any material manufacturer -rebate contracts with, or for the benefit of, CHLIC are
terminated or modified in whole or in part; or (d) there is any legal action or law that materially affects, or could materially affect the
manner in which CHLIC's rebate program is administered or an existing law is interpreted so as to materially affect or potentially have a
material effect, on CHLIC's administration of the Plan; (e) a major change in market conditions affecting the pharmaceutical or pharmacy
benefit management market, a drug shortage in the market, an issue involving the safety of the drug supply, an unexpected introduction of
a new drug (e.g. authorized generic), or similar market event occurs; (f) the Pharmacy Benefit enrollment decreases by equal to or greater
than 15% from the enrollment on which CHLIC's financial offer is based; or (g) there is material change in the Plan that is initiated by
Employer (and which CHLIC agrees to administer) such as a change in Formulary selection or network, or Employer fails to disclose a
material feature of the Plan or the Plan's Pharmacy Benefit.
DRUG MANUFACTURER PAYMENT SHARING;;
Subject to the caveats below, CHLIC will remit to Employer the following portion of Rebates and Manufacturer Administrative Fees that CHLIC
collects with respect to utilization of Covered Drugs under the Plan's Pharmacy Benefit:
For All Products:
The greater of: 100.00% of Rebates and Manufacturer Administrative Fees on such utilization dispensed in the full calendar year immediately
preceding CHLIC's remittance, or the sum of $188.82 multiplied by the number of Retail Pharmacy Brand Claims dispensed in 30-day* supplies
plus $469.73 multiplied by the number of Retail Pharmacy Brand Claims dispensed in 90-day** supplies plus $1,218.66 multiplied by the number
of Cigna Home Delivery Pharmacy Brand Claims processed in such full calendar year.
Caveats:
(1) Upon termination of this Agreement, CHLIC may use Rebates otherwise payable to Employer to offset payable Bank Account Payments or
other payable fees or charges identified in this Agreement. CHLIC may also use Rebate attributable to claims for which CHLIC has the
financial responsibility under any applicable stop loss policy issued to Employer for purposes of paying or offsetting any stop loss
reimbursement payments owed by CHLIC or its affiliates to Employer or otherwise to reconcile stop loss reimbursements.
(2) Should Employer terminate this Agreement before completion of the then -current Plan Year, no Rebates shall be due with respect to that
Plan Year, and any Rebate minimum or fixed dollar guarantees shall be null and void, as payments of Rebates is conditioned on CHLIC
exclusively administering the Pharmacy Benefits for the entire Plan Year.
06/02/2021 8
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
(3)
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 CHLIC. For the purposes of clarity, CHLIC shall reconcile its performance
with respect to any Rebate payment guarantees, including, without limitation, any minimum or fixed dollar guarantees, in the aggregate.
Moreover, any amount directly or indirectly provided by a manufacturer or other third party that is allocated to reduce and/or wholly or
partially satisfy a Member's cost -sharing obligation for a Covered Drug shall not be considered a "Rebate" for the purposes of Rebate
payments to Employer but may be included when reconciling CHLIC's performance against any Rebate minimum guarantee set forth in
this Agreement.
(4) For percentage -based sharing arrangements, the percentage share payment of Rebates shall not include the payment of any Rebates
received, if any, for Run -Out Claims, 340b Claims, Medical Specialty Claims, Direct Member Reimbursement Claims, Reversed Claims,
and Compound Claims.
(5) CHLIC or its agent contracts with drug manufacturers on CHLIC's own behalf, and not as agent of the Employer or the Plan.
(6) The Rebate payment commitments, including any minimum or fixed dollar guarantees, if any, set forth in this Schedule of Financial
Charges are, among any other conditions communicated in this Agreement or otherwise in writing to Employer, contingent on the
availability of Rebates to CHLIC and Employer's Pharmacy Benefit applying a 90-day supply limit for Specialty Drugs. For example, in
the event that Employer has adopted, or adopts, a 30-day supply limit for Specialty Drugs, CHLIC shall revise the stated Rebate minimum
or fixed dollar guarantees, if any, to the extent necessary to reflect CHLIC's revised estimate of Rebates it may collect on Specialty Drugs
utilized under the Pharmacy Benefit.
Timing of Rebate Pay -Out: Remittance will be provided within ninety (90) days after the close of each applicable calendar quarter for the portion
of such calendar quarter that coincides with the Plan Year.
REBATE PAYMENT EXCLUSIONS
The Rebate Guarantee payment obligations set forth in this Schedule of Financial Charges shall exclude the following types of claims and/or
products:
- Claims paid pursuant to a Dispense as Written (DAW) 5 code.
- Direct Member Reimbursement Claims.
- Repackaged products.
-Pharmaceutical supplies.
- Biosimilar Claims.
- Multi-source Brand Drugs.
-Limited distribution drugs.
- Vaccines.
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
-Compound Drugs.
- Claim reversals.
-Products identified as prescriptions covered under the federal 340B drug pricing program. Employer shall be solely responsible for
ensuring that any pharmacy affiliated with or operated by Employer or its affiliate, such as an in-house phativacy, systematically identifies
340B prescriptions on Claim transactions administered by CHLIC. If such pharmacy fails to systematically identify 340B prescriptions on
Claim transactions submitted to CHLIC, then CHLIC may withhold all Rebates, or modify any minimum or fixed dollar Rebate guarantee,
otherwise attributable to utilization at such pharmacy.
-Run-Out Claims.
-�
Notwithstanding anything to the contrary
vaccines by CHLIC under the Cigna
Vaccine Claims will adjudicate at the
in this Agreement or otherwise, the following terms and conditions shall apply to the administration of
Pharmacy Program.
lower of the U&C Charge or the amounts shown in the Vaccine Pricing Schedule below. For Vaccine
retail price charged by an in -network participating retail pharmacy for the particular vaccine, including
a cash transaction on the date the vaccine is dispensed as reported to CHLIC by the in -network participating
a Covered Drug which is avaccine. "Pass Through Pricing" means the actual ingredient cost and dispensing
Claim when the Vaccine Claim is adjudicated by an in -network participating phaiinacy, as set forth in
pharmacy remittances related to the Vaccine Claim. Notwithstanding anything to the contrary in this
Claims shall be excluded from the calculation, measurement, and payment of any and all financial
to rebate guarantees, ingredient cost guarantees, and dispensing fee guarantees set forth in this Agreement.
Claims, the U&C Charge shall be the
administration and dispensing fees, in
pharmacy.
"Vaccine Claim" means a claim for
fee amount paid by CHLIC for the Vaccine
the specific in -network participating
Agreement or otherwise, all Vaccine
guarantees, including but not limited
Vaccine Pricing Schedule
Retail Pharmacy
INFLUENZA
Retail Pharmacy
Member Submitted
Vaccine Claims
ALL OTHER VACCINES
Vaccine Administration Fee
Pass -Through Pricing
(Capped at $15 per in -network
Vaccine Claim)
Pass -Through Pricing (capped at $20 per
in -network Vaccine Claim)
Submitted amount
06/02/2021
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DocuSign Envelope ID: 2F313061-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Ingredient
Cost
Retail Pharmacy Ingredient Cost
as set forth in this Agreement
Retail Pharmacy Ingredient Cost as set
forth in this Agreement
Submitted amount
Dispensing
Fee
6.;
Cigna Home
Delivery Pharmacy
(a CHLIC affiliated
company(ies))
11
Retail Pharmacy Dispensing Fee
as set forth in this Agreement
Pi-oduct
Retail Pharmacy Dispensing Fee as set
forth in this Agreement
-1111116,np,
Specialty drugs dispensed by Cigna Home Delivery Pharmacy and administered under the
Plan's medical benefit.
"Cigna Home Delivery Pharmacy" means a duly licensed pharmacy operated by CHLIC or
its affiliates, where prescriptions are filled and delivered via the mail service. Cigna Home
Delivery Pharmacy may maintain product purchase discount arrangements and/or fee -for -
service arrangements with pharmaceutical manufacturers and wholesale distributors. Cigna
Home Delivery Pharmacy contract for these arrangements on its own account in support of
its phaiuiacy operations. These arrangements relate to services provided outside of this
Agreement and other pharmacy benefit management arrangements and may be entered into
without regard to whether a specific drug is on one of the formularies that CHLIC offers to
entities like Employer that sponsor group health plans. Discounts and fee -for -service
payments received by Cigna Home Delivery Pharmacy are not part of the administrative fees
or other charges paid to CHLIC in connection with CHLIC's services hereunder.
This provision shall survive termination or expiration of the Agreement.
tol
Submitted amount
Hgoom 7/
6940..
Charge
The drug's charge under
a national specialty drug
discount schedule that
generates a 12.5%
annual average
aggregate discount off
AWP across specialty
drug claims dispensed at
Cigna Home Delivery
Pharmacy to CHLIC's
self -funded and insured
group -client book of
business.
'1.4R'1"!111"1
Network PO SOA,
Comprehensive
and Vision
Run -Out Period of twelve (12) months
No Additional Cost
Pharmacy
Run -Out Period of three (3) months for all pharmacy claims
No Additional Cost
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
.CHLIC'
CHLIC administers the programs listed below to contain costs with respect to charges for health care service/supplies that are covered by the Plan
(the "Cost -Containment Programs"),In administering these Cost -Containment Programs, CHLIC may contract with vendors to perform various
Cost -Containment Program related services.
CHLIC's charge for administering a Cost -Containment Program is the percentage indicated in the table below of the:
1) "gross savings" (i.e., the difference between the charge the provider made and the allowable amount resulting from the Cost -Containment
Program);
2) "net savings" (i.e., the gross savings less the applicable vendor charge); or
3) "gross recovery" (i.e., the amount recovered as a result of the Cost -Containment Program) as applicable.
CHLIC will make a per claim charge that includes both CHLIC's applicable Cost Containment Program charge, as shown in the table below, and
the applicable vendor charge. CHLIC will pay the vendor its charge.
For charges for covered services received from a non -Participating Provider (including emergency/urgent care services that are covered at the in -
network benefit level), CHLIC may apply discounts available under agreements with third parties or through negotiation of the non -Participating
Provider's charges whether on a claim -by -claim basis or in advance of services being rendered. The programs for obtaining these discounts are
identified in Section A of the table below as Non -Participating Provider Cost -Containment 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 may substantially reduce the
patient's out-of-pocket cost.
CHLIC's per claim charge for administering the Non -Participating Provider Cost -Containment Programs in Section A of the table below plus any
per claim vendor charges associated with the Non -Participating Provider Cost -Containment Programs in Section A of the table shall not exceed
$30,000.00 per claim. Vendor charges for the Non -Participating Provider Cost -Containment Programs in Section A of the table generally range
from 7-11% of gross savings. Specific rates charged by vendors for the programs in Section A of the table are available upon request, subject to
execution of a mutually agreed upon non -disclosure agreement to protect the proprietary vendor information from unauthorized use/disclosure.
If no discount is available or negotiated, reimbursement will be based upon:
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
(i) If charges are not subject to CHLIC's benefit enhancement policy — the plan's maximum reimbursable charge (in which case the patient
may be balance billed by the provider if the provider's charge exceeds the plan's maximum reimbursable charge); or
(ii) If charges are subject to CHLIC's benefit enhancement policy — depending upon the Employer's election:
a. the amount of provider's billed charge not exceeding the greater of a CHLIC determined percentage of the Medicare allowable amount
(the 80th percentile of the reasonable and customary charge if there is no Medicare allowable charge) or the amount required by state
or federal, law (in the case of emergency room services) for charges subject to CHLIC's benefit enhancement policy (patient may be
balance billed by the provider if the provider's charge exceeds such amount), or
b. the provider's billed charge.
The administration of charges for covered services from non -Participating Providers described above is consistent with the claim administration
practices with respect to CHLIC's own health care insurance business where applicable.
A. Non -Participating Provider Cost -Containment Programs
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
• Professional Fee Negotiation
29% of net savings
• Line Item Analysis Re -pricing
29% of net savings
Outpatient Hospital Bill Review
• Professional Fee Negotiation
29% of net savings
• Line Item Analysis Re -pricing
29% of net savings
Physician/Professional Bill Review
• Professional Fee Negotiation
29% of net savings
• Line Item Analysis Re -pricing
29% of net savings
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
B. Other Cost -Containment Programs
1.
Medical Bill Review — (Pre or Post -payment Cost Containment for Non -contracted and
Contracted claims):
•Bill Audit
29% of the gross
savings/gross 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 gross
savings/gross recovery
plus any fees or expenses
passed through by the
hospital or regulatory
agency
Medical Implant Device Audits
29% of the gross
savings/gross recovery
2.
COB Vendor Recoveries [Exclusive of pharmacy programs where claims are adjudicated at
time prescription is received.]
29% of the gross
recovery
3.
Secondary Vendor Recovery Program
29% of the gross
recovery
4.
Provider Credit Balance Recovery Program
29% of the gross
recovery
5.
High Cost Specialty Pharmaceutical Audits (this service is only provided with respect to
Medical coverage)
29% of the gross
recovery
6.
Eligibility Overpayment Recovery Vendor Services. Identification and recovery of funds in
situations where the overpayment is due to the late receipt of Member teimination
information. (This service is only provided with respect to Medical coverage).
29% of the gross
recovery
7.
Class Action Recoveries
35% of the gross
recovery
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
8.
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
insurance, commercial property insurance, worker's compensation). (This service is only
provided with respect to Medical coverage.)
5% of the gross 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 the gross
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.
CHLIC administers the
following programs to contain costs with respect to charges for health care service/supplies that are covered by the Plan. In
CHLIC contracts with vendors to perform program related services. CHLIC's charge for administering these
(indicated below) of the "recovery" (i.e. the amount recovered) as applicable.
administering these programs,
programs is the percentage
1.
Pharmacy Vendor Recoveries. CHLIC performs periodic audits of contracted pharmacies in
order to determine the accuracy of payments to the pharmacy(ies). CHLIC's recovery vendor
collects and remits to CHLIC all overpayments to pharmacy(ies), and CHLIC remits to
Employer's Bank Account the balance collected from the recovery vendor, less the recovery
fee set forth herein.
30% of recovery
2.
Class Action Recoveries. CHLIC identifies, monitors and may (but is not required to)
participate, on behalf of Employer, in class action lawsuits or similar legal proceedings
against pharmaceutical manufacturers, including, without limitation, lawsuits alleging legal
or equitable claims like fraud, anti-trust violations, or unfair trade practices by a
manufacturer. As part of this authority, CHLIC may participate in a settlement, exclude
35% of recovery
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Employer from a settlement and/or otherwise represent Employer's interests outside the
settlement. CHLIC collects and retains as a recovery fee set forth herein of any recovery (net
of attorneys' fees) attributable to Employer's Plan.
Embarc Benefit
To provide financial protection from the high cost, CHLIC has contracted with an affiliate,
$0.99 per Member/per
Protection
eviCore ("eviCore" refers to eviCore healthcare MSI, LLC d/b/a/ eviCore healthcare and
certain of its affiliates), to arrange for the provision of the following gene therapy drugs for
month.
Members when both drugs are covered by the Plan administered by CHLIC, and medically
If, across eviCore's entire
necessary (as determined by CHLIC) to treat the conditions indicated:
Embarc Benefit Protection
book of business (Cigna
i. Luxturna® to treat inherited form of progressive blindness
ii. Zolgensma® to treat children under 2 years old with spinal muscular dystrophy
and non -Cigna clients),
eviCore's cost for the two
(Luxturna is the registered trademark of Spark Therapeutics, Inc. and Zolgensma is the
(2) drugs provided in a
registered trademark of AveXis, Inc.)
given calendar year is
lower than a
As a result of this network contracting arrangement, eviCore is in most cases the exclusive,
in -network Participating Provider of these drugs. eviCore arranges for the provision of these
predetermined percentage
of the PMPM charges
drugs through its network of specialty pharmacies (including its affiliate, Accredo), and
received, eviCore will
certain facilities authorized to administer the gene therapies by the drug manufacturers.
refund the difference pro
eviCore will reimburse these specialty pharmacies and facilities at negotiated reimbursement
rata, after having fully
rates. This network solution is called Embarc Benefit Protection.
recovered the outstanding
balance created by any
For arranging for the provision of these drugs, eviCore will be reimbursed by CHLIC on a
prior year deficits. The
fixed Per Member Per Month (PMPM) basis. eviCore's PMPM fee (which is subject to
refund, in any, will be
change) will be charged to the Bank Account one month in arrears. (e.g., eviCore's charges
detenmined on an eviCore
for January will be made in February.) These Bank Account Payments will appear in
Embarc benefit Protection
Employer's monthly reporting. Embarc Benefit Protection does not provide financial
book -of -business basis.
protection from the cost of administering the two drugs. These costs are small in comparison
The refund will be
to the drug costs.
provided by March 31 st of
the following year.
When covered under the Plan and determined by CHLIC to be medically necessary for the
treatment of the specified conditions, Members will not incur any out-of-pocket costs for the
Assuring Transparency:
two drugs and the Plan will not be required to reimburse any expenses for the two drugs with
After the refund is made
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
two exceptions:
Exceptions:
1. For Members born before the date that Embarc Benefit Protection is effective for the
Plan and receiving Zolgensma,® the Plan's in -network reimbursement and the Member's
in -network cost -sharing apply to either (as applicable):
• eviCore's fee -for -service charge for Zolgensma® when provided through Accredo:
Average Wholesale Price (AWP) minus 15.8% AWP (based on Medispan) =
$2,550,000, or
• the reimbursement rate of the participating facility or specialty pharmacy.
2. Members with an HSA must have met the applicable minimum deductible required for a
high deductible health plan.
eviCore's Embarc Benefit Protection and PMPM charge do not apply to a plan that:
i. does not cover either or both drugs;
ii. covers both drugs under its pharmacy benefits which are not administered by
CHLIC, or
iii. does not utilize a Cigna participating provider network.
Upon Employer's request on or after the Effective Date, CHLIC shall provide to Employer
an updated drug list, if applicable.
CHLIC may revise charges/fees by giving Employer at least thirty (30) days' prior written
notice.
for a particular calendar
year, eviCore will, upon
request, provide Embarc
Benefit Protection book -
of -business information
for that calendar year.
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
�'M
AI�IAG M CC N T K# K
CHLIC 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
efficient patient care.
Specific vendor fees and
care management
program services are
available upon request.
In addition to such third parties, CHLIC has arranged for an affiliate, eviCore, to provide the
following care management/cost-containment programs (programs and charges identified
below are not applicable to Participants who have elected PHS or Basic Low Medical
Management (see Administrative Charges section above))
• Pre -certification of coverage of radiation therapy services.
$842.79 per episode of
care (EOC)
• Pre -certification of coverage of diagnostic cardiology services (If Employer has elected
Basic Standard Medical Management (see Administration Charges section above) this
program and charge is not applicable to that membership).
$0.19 PMPM
• Effective February 1, 2021, network management and care coordination of coverage of
home health, durable medical equipment and home infusion services.
$0.30 PMPM
• Pre -certification of coverage of medical oncology services.
$816.00 per episode of
care (EOC)
• Pre -certification of coverage of musculoskeletal therapy services (If Employer has
elected Basic Standard Medical Management (see Administration Charges section
above) this program and charge is not applicable to that membership).
$0.37 PMPM
• Services related to the coverage of high tech radiology which may include pre-
certification.
In certain instances, the Plan will pay eviCore a fee on a per member/per month basis for
pre -certification, arranging care, and other services that eviCore may render. Such
reimbursement will be in addition to the amount that the Plan pays to reimburse the
provider through which eviCore arranged for the provision of the service or supply,
Fee reimbursement
method and rates may
vary by market and are
available upon request
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
which will be based on eviCore's contracted rate with that provider. In such instances,
Plan Benefits and member cost -share will be determined based on the rate that eviCore
contracted to pay the provider for the provision of the service or supply.
(If Employer has elected Basic Standard Medical Management (see Administration
Charges section above) this program and a charge is not applicable to that
membership).
eviCore may also charge for services related to the provision of high tech radiology as
described below in "Other Vendors and Health Care Services Providers."
• Effective February 1, 2021, pre -certification of coverage of sleep management services
(If Employer has elected Basic Standard Medical Management (see Administration
Charges section above) this program and charge is not applicable to that membership)
CHLIC may revise charges/fees by giving Employer at least sixty (60) days' prior written
notice.
$0.10 PMPM
TE
y]
When a Member elects an External Review (as that term is defined in the Patient Protection
and Affordable Care Act (PPACA)) 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. Third party review charges will be commensurate with the level of expertise
necessary and the time required to complete the review.
$500-$1,500 Review
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
charges then in effect, which may be amended from time to time. The applicable charges
made by in -network vision care providers will be made available upon request.
C'.
All Vision Products
06/02/2021
CHLIC contracts directly or indirectly with other managed care entities and third party
network vendors for access to their provider networks and discounts. These third parties
charge either a network access fee, which is included in 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 may be paid from the Bank Account.
Additional details regarding specific charges will be provided upon request.
19
All Medical Products
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
OT1 E VI
SER'
The fixed per person per period and/or fee -for -service charges that CHLIC has directly or
indirectly negotiated with Participating Providers for in -network health care services and/or
supplies will be charged to the Bank Account and will be used in calculating any applicable
Member cost -sharing. In addition, performance -based payments to Participating Providers
will be charged to the Bank Account. Such payments will be at the payment rates then in
effect, which may be amended from time to time.
For certain types of specialty care, including, but not limited to, home health care, durable
medical equipment, sleep management, high tech radiology, chiropractic care, physical
medicine (such as physical and occupational therapy), speech therapy, orthotics and
prosthetics, implants, and hearing, in certain markets CHLIC may contract with various third
parties and/or affiliated companies, including eviCore, ("Specialty Vendors") to arrange for
the provision of care through their own networks of health care providers on a fee -for -service
basis. In addition to arranging for care through their own networks of providers, these
Specialty Vendors may also provide additional services, including utilization management
services and case management services designed to (i) improve adherence to coverage
guidelines; and (ii) contain overall healthcare costs to the Plan. Specialty Vendors are
included within the definition of "Participating Provider" set forth in this Agreement and in
any benefit booklet covering the Plan.
When care is arranged through a Specialty Vendor's network of providers, the form of
reimbursement to the Specialty Vendor will be through one of the following methods:
• Fee -For -Service Payment: In certain instances, the Plan will pay the Specialty Vendor
rather than the treating provider on a fee -for -service basis as a claim for Plan Benefits.
The Specialty Vendors' fee -for -service charges may be higher than the amounts that the
Specialty Vendor contracts to pay the provider for the provision of any particular service
or supply, and some portion of the Specialty Vendor's charges may be attributable to the
services that the Specialty Vendor provides in addition to those services or supplies
provided by the Specialty Vendor's network of providers, including any utilization
management services and case management services. In such instances, Plan Benefits
and member cost -share will be determined based on the Specialty Vendor's charges
according to Plan terms.
All Products
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
• Administration Capitation Payment: In certain instances, the Plan will pay the Specialty
Vendor a fee on a per member/per month basis for arranging care and other services that
the Specialty Vendor may render. Such reimbursement will be in addition to the amount
that the Plan pays to reimburse the provider through which the Specialty Vendor
arranged for the provision of the service or supply, which will be based on the Specialty
Vendor's contracted rate with that provider. In such instances, Plan Benefits and member
cost -share will be determined based on the rate that the Specialty Vendor contracted to
pay the provider for the provision of the service or supply.
• All -Inclusive Capitation Payment: In certain instances, the Plan will pay the Specialty
Vendor a fee on a per member/per month basis that covers (i) the services that the
Specialty Vendor may render, including arranging care, and (ii) the fees charged by the
provider through which the Specialty Vendor arranged for the provision of the service or
supply. In such instances, Plan Benefits and member cost -share will be determined based
on the rate that the Specialty Vendor contracted to pay the provider for the provision of
the service or supply.
CHLIC's arrangements with Specialty Vendors are subject to change at any time, and upon
request, additional information can be provided that identifies current Specialty Vendors,
their area of specialty(ies), whether they are CHLIC affiliates, and the form of payment that
they currently receive.
Notwithstanding the terms of the Plan, CHLIC shall not administer Member cost -sharing
with respect to charges made by Cricket Health, Inc. for its personalized, evidence -based
approach to managing chronic kidney disease and end -stage renal disease for clinically
eligible Members in CA and such cost -sharing expenses shall, instead, be reimbursed by the
Plan (not applicable if Employer has opted out).
All Products (excluding
HSA Products)
CA UTN` ANTS FR M ! ART ES
�
v'
CHLIC contracts with pharmaceutical manufacturers or other third parties for Rebates,
Manufacturer Administrative Fees, and other remuneration on its own behalf and for its own benefit,
and not on behalf of Employer or the Plan. Accordingly, unless otherwise specified in this Schedule
of Financial Charges, CHLIC retains all right, title and interest to any and all actual Rebates,
Manufacturer Administrative Fees, and other remuneration received from manufacturers or other
third parties; neither Employer, its Members, nor Employer's Plan retains any beneficial or
All Pharmacy
Products
06/02/2021
21
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
proprietary interest in any such remuneration, which shall be considered part of the general assets of
CHLIC. As an example of the remuneration other than Rebates or Manufacturer Administrative
Fees that CHLIC may earn, CHLIC may also directly or indirectly earn from phativaceutical
manufacturers remuneration in connection with value payments and/or services that CHLIC
provides to Employer ("Value -Based Payments"). Notwithstanding anything in this Agreement to
the contrary, any Value -Based Payments earned by CHLIC are separate and apart from any Rebates
or Manufacturer Administrative Fees that CHLIC directly or indirectly earns from pharmaceutical
manufacturers, and CHLIC may retain any Value -Based Payments it earns. As examples of the
value payments and/or services that CHLIC may provide to Employer in connection with Value -
Based Payments that CHLIC may earn, CHLIC may provide care management or related services to
Employer and/or remit to Employer monetary credits if Members discontinue therapy on certain
pharmaceutical products. Information regarding any services, and/or monetary credits or other
financial value, for which Employer may be eligible with respect to specific pharmaceutical
products or therapeutic classes/conditions, including the products for which monetary credits or
other financial value may be available to Employer, the amount of that value, and other payment
terms, is available upon request. Any value payments and/or services provided by CHLIC to
Employer are subject to change or termination by CHLIC as the value program(s), if any, offered by
CHLIC change(s) or terninate(s).
Information on the projected aggregate amount of such Rebates with respect to the Plan Pharmacy
Benefit will be provided upon request.
This provision shall survive termination or expiration of the Agreement.
CHLIC may directly or indirectly receive and retain payments under contracts with pharmaceutical
manufacturers or third parties with respect to Members' utilization of the manufacturer's products
covered under the Employer's Plan medical benefit. These payments may include rebates, service
fees (e.g. administrative fees), or other remuneration. CHLIC directly or indirectly contracts with
pharmaceutical manufacturers or other third parties or any remuneration on its own behalf and for its
own benefit, and not on behalf of Employer or the Plan. Accordingly, CHLIC retains all right, title
and interest to any and all such remuneration received from manufacturer; neither Employer, its
All Medical Products
Members, nor Employer's Plan retains any beneficial or proprietary interest in any such
remuneration, which shall be considered part of the general assets of CHLIC.
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
This provision shall survive termination or expiration of the Agreement.
From time to time, CHLIC, directly or through its affiliates, arranges with third parties (e.g., service
vendors, provider network managers) to provide various services (e.g., cost -containment services or
health care services) in connection with the Plan. CHLIC and its affiliates may receive payments
from such third parties to help defray CHLIC's expenses associated with its implementation and/or
ongoing administration of these arrangements or as a reimbursement for services or network access
provided to such parties by CHLIC. CHLIC may also receive compensation from third -party
vendors that Employer may retain based upon a referral from CHLIC or that Members may utilize
following an introduction facilitated by CHLIC or an affiliate. CHLIC may also receive:
• network administration fees from some providers participating in its provider network,
• credits from banks on balances in accounts utilized to administer claims,
• non -material incidental compensation/benefits
administering the Plan.
from other source as a result of
A FEE.,..,,., , hsESSMEI
Where applicable, the following California and PPACA fees/assessments/taxes attributable to the
Cigna Health Care of California group service agreement that provides in -network coverage for
Members in California:
• Comparative Effectiveness Research Fee
• Health Insurer Fee
• California Managed Care Organization Tax
All Products
Network Products:
• Network POS OA
h
1.
CHLIC shall provide the following services to assist Employer . in meeting its ;compliance;
obligations under section 2715=of the Public Health Service Act as addedyby the;Patie t Protection;
and Affordable Care Act and applicable regulations with respect to the provision of the Summary of
Benefits and .Coverage,'("SBC"), translation notice and, glossary.;Applicable to all medical plans
including HRA . and 'FSA"
.. which are considered "group health plans" subject to the SBC
requirement°
Preparation of SBC, translation notice. CHLIC will not be responsible for any changes that
Employer makes to the SBC.
No charge
06/02/2021
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
2. Provide SBC, translation notices prepared by CHLIC to Employer electronically as well as any
updates or material modifications.
Service
Pharmacy
Utilization
Management
Program (Opioid
medications and
Specialty Drugs)
Include in SBC a summary of benefits administered by carve -out vendor if Employer or carve -out
vendor provides CHLIC with necessary carve -out benefit information at least twelve (12) weeks
prior to the date the SBCs are to be delivered to Employer.
Description"
In administering the Pharmacy Benefit, CHLIC shall apply quantity limits, prior authorization
and/or step therapy requirements to certain Specialty Drugs, opioid medications, or other products
identified for safety/clinical reasons.
No charge
$500 for each benefit
option under the Plan
for which carve -out
vendor benefits are
included in SBC
Charge
For All Products:
Included in
Pharmacy
Administration Fee
Clinical Program
A targeted condition medication therapy management program in which CHLIC provides support
for Members using specialty medications for certain chronic conditions and that are obtained or
administered at retail pharmacies or outpatient, office or home health care settings. As part of the
program, Members are counseled on their condition, medication side effects, and importance of
adherence. For the sake of clarity, if a specialty pharmacy affiliate of CHLIC provides therapy
management for specialty medications the pharmacy dispenses to Members, then it does so in its
capacity as a specialty pharmacy and not on behalf of CHLIC; CHLIC does not exert direction or
control over the pharmacists at any specialty pharmacy affiliate.
Included at No
Additional Cost
Your Health First
06/02/2021
A proactive health education and improvement program for Members 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
24
For Network POSOA
Products:
Charges are
processed through
the Bank Account as
fixed per person per
period payments
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
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 the program and/or test new ideas to further
engage Members 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.
Claim and
CHLIC will administer an optional second level of claim appeals
Included in Medical
Appeals
Administration
Charge
Virtual Health
Cigna Health and Life Insurance Company ("CHLIC") will provide or arrange through a Cigna
Center
affiliate ("Cigna") a virtual health center for the City of Miami (`Employer"). Employer owns or
leases a facility located at 444 SW 2nd Avenue, Miami, FL 33130 (the "Facility") and desires to
provide an onsite virtual health center at the Facility for the benefit of its employees (the "Virtual
Health Center"). CHLIC and Employer are sometimes referred to herein individually as the "Party"
or collectively as the "Parties."
Employer shall provide a secured non -mobile trailer at the Facility to house the Virtual Health
Center. Employer's project management team will ensure that the trailer is functional and
compliant. Employer will obtain any needed permits and ensure Virtual Health Center is in
accordance with all applicable federal, state and local laws and regulations, including but not limited
to municipal Fire and Building Codes, American Disabilities Act and other statutes and regulations
related to equal access and non-discrimination.
Cigna will provide interactive audio visual communications via the Tyto Care platfoiui within Epic,
06/02/2021
25
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
and will lease the peripheral equipment, the Tyto Clinic device (the "Device"), for patient
examination on behalf of Employer. Employer shall be responsible for payment to Cigna for the
cost of the leased Device. An estimate of the cost to lease the Device is included in the Operating
Budget. Employer shall also be responsible for the costs of all maintenance, repairs, parts or other
items necessary for the functioning of the Device.
1. Services. Commencing on May 26, 2021, or such other date as may be mutually agreed to
in writing by the Parties ("Virtual Health Center Commencement Date") and continuing for
the Term, Cigna will operate and staff a Virtual Health Center at the Facility and provide or
arrange for the provision of the Virtual Health Center Services ("Services") described
below, for the benefit of Participants (as defined herein). The Services shall be rendered by
medical provider(s) who shall be provided for or arranged for by Cigna ("Virtual Provider")
through telemedicine interactive audio-visual communication with Participants. A Cigna
Registered Nurse Health Coach ("Cigna Personnel") shall provide assistance making the
appointment with the Virtual Provider, entering patient data and summary into the medical
record and otherwise assisting with the telemedicine visits by initiating the call, assisting
with the equipment and connection, obtaining vitals and assistance with use of peripheral
medical equipment. The scope of Virtual Provider's services shall include the services set
forth in herein. Virtual Provider shall not be required to provide any services, including
those identified in herein, if in the Virtual Provider's medical judgment the services should
not be provided through telemedicine in accordance with the standard of care.
Employer understands and acknowledges that the Services shall be provided through Virtual
Provider. Employer understands and agrees that Cigna shall not be required to provide the
Services unless and until the Cigna has the Virtual Provider in place and available to
perform. Should this not occur by the Virtual Health Center Commencement Date,
Employer understands and agrees that Cigna will provide the Health Coach Services set
forth below.
Once Cigna has in place the required contract amendments, the Services shall be provided
through Virtual Provider. Cigna will adjust/prorate the Operating Budget set forth in herein
and will not charge Employer for Virtual Provider expenses during the period Cigna is
providing Coach Services only.
06/02/2021
26
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
a. Health and Wellness Services. Through this telemedicine model with Virtual
Provider, Cigna will provide acute and episodic care and wellness visits.
Additionally, the Cigna Personnel, under the supervision of Virtual Provider as
applicable, shall provide the following services:
b. Immunization Services. Cigna Personnel shall provide, or arrange for the provision
of, immunizations, as agreed upon by the Parties, including: Annual flu
vaccinations, Hepatitis A & B Series, Tetanus & Pertussis (Tdap), Tetanus (Td),
Tuberculosis (TB PPD) (Test), Pneumovax, Measles, Mumps, and Rubella (MMR)
(under age 26), Human Papilloma Virus (HPV) (under age 26), Shingrix (age 50
and old), Travel immunizations (as needed at Client's request). Pediatric
vaccinations are excluded, except for annual flu vaccinations for Pediatric
Participants age nine and older.
c. Monitoring Chronic Conditions. Cigna Personnel shall verify that Participants with
chronic medical conditions have appropriate community primary care provider
relationships and collaborate with primary care provider and specialist, as needed;
refer Participants with chronic conditions to appropriate Employer telephonic and
online wellness programs; and encourage health lifestyle habits that address the
chronic condition.
d. Laboratory Services. Cigna Personnel shall conduct laboratory testing onsite at the
Virtual Health Center including: CLIA-waived testing (rapid testing); and
specimen collection (blood draw station, urine collection, and collection of other
specimens ordered by Virtual Provider or by community providers for pick up by
contracted lab vendor). Results will be delivered to ordering provider.
e. Biometric Screening. Cigna Personnel shall provide scheduled screenings that may
include but not limited to; Height, Weight, BMI, Body Composition, Blood
Pressure, Total Cholesterol, HDL Cholesterol, LDL Cholesterol, Coronary Risk
Ratio, Blood Glucose.
f. Lifestyle Risk Assessment. Cigna Personnel shall conduct lifestyle risk
assessments; facilitate a discussion of health improvement and preventive care
06/02/2021
27
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
opportunities; provide referrals and coordinate additional care for Participants, as
required; and encourage Participant engagement in Employer -sponsored wellness
programs (if any) as appropriate.
g. Pharmacy. Cigna and Cigna Personnel shall make available to Participants as
needed limited selection of first dose medications to treat acute aliments, if Cigna
can reach agreement with Virtual Provider and do so in accordance with applicable
law; and written prescription and/or e-prescribing by Provider, as allowed by law.
h. Primary Care. Basic primary care performed in support of Participants' individual
primary care physicians (excludes pediatric physicals).
2. Virtual Provider Scope of Services. In addition to the below, any additional conditions
amenable to virtual treatment shall be based on the judgment of the Virtual Provider
physician. Provider shall not provide virtual treatment for these or any other conditions if the
provider believes in the provider's reasonable medical judgment that treatment cannot be
provided within the standard of care.
Injury Care (minor)
Collaborating with patient's PCP
Minor acute pain/strains
Obtaining appropriate labs
Upper respiratory infection
Ensure Evidenced -Based care is
being provided to patients
Sinus infection
Closing Gaps in Care
Ear infection
Chronic
Referring to appropriate
Telephonic/Online programs
Acute
Episodes
Sore throat
Conditions
Referring to Centers of
Excellence and Preferred
specialists (high quality/low cost)
when needed
Conjunctivitis
Lifestyle and Behavioral
modification to address
conditions
Urinary tract infection
Diagnostics/
Individual biometric
06/02/2021
28
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Screenings
screenings/body fat analysis and
subsequent Diagnoses
ePrescribing/ Temp Med
Refills
Basic vision screening
Wellness Review
Cholesterol measurement /
diagnosis
Vaccinations, including:
Diabetes screening / diagnosis
Preventive
Health
- Flu Shots
Testing/basic checks (CLIA-
waived, `rapid' tests, or specimen
collection for higher -level lab
tests outsourced to preferred
laboratories) including:
- Immunizations (e.g.,-
Tetanus)
glucose
Diabetes Education/
Management
Lab-
Services
Cholesterol
Medication Adherence
- Rapid strep
Weight Management
- Pregnancy test
Personalized
Coaching
Smoking Cessation
- Urine dipstick (UTI)
Stress Management
- Phlebotomy blood draw
as required
Other
- Covid-19 Diagnostic
Testing
3. Health Coach Services. The following health coaching and wellness promotion services
("Health Coach Services") will be provided by the Cigna Personnel for eligible Participants
as follows:
Nutrition
a. Establish nutritional health goals collaboratively;
06/02/2021
29
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
b. Collaboratively (Participant and Cigna Personnel) establish coaching for a duration
and at a frequency based on the coaching plan; and
c. Deliver topic -specific education and referrals, as needed.
Physical Activity
a. Establish coaching duration and frequency collaboratively between Participant and
Cigna Personnel based on the coaching plan; and
b. Deliver topic specific education and referrals, as needed.
Wellness Education and Referrals For:
a. Prevention;
b. Women's issues (includes menopause, infertility);
c. Children's health issues (includes the importance of vaccines, healthy eating,
exercise, etc.);
d. Men's health;
e. Sleep;
f. Stress;
g. Weight;
h. Other health topics and concerns; and
i. Collaboratively (Participant and Health Coach) establish coaching for a duration and
at a frequency based on the coaching plan.
High Blood Pressure:
06/02/2021
30
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
a. Establish blood pressure reduction goals collaboratively (Participant, Physician and
Health Coach);
b. Collaboratively (Participant and Health Coach) establish coaching for a duration and
at a frequency based on the coaching plan;
c. Deliver condition -specific education and referrals, as needed; and
d. Identify any Gaps in Care ("GIC") and educate and assist in closing the GICs.
High Cholesterol
a. Establish cholesterol reduction goals collaboratively (Participant, Physician and
Health Coach);
b. Collaboratively (Participant and Health Coach) establish coaching for a duration and
at a frequency based on the coaching plan;
c. Deliver condition -specific education and referrals, as needed; and
d. Identify any GIC and educate and assist in closing the GICs.
Maternity
a. Education on and referrals to Health Pregnancy/Healthy Baby program (if purchased
by Employer) or Healthy Babies;
b. Education on the importance of prenatal care;
c. Leverage clinical guidelines used in existing programs; and
d. Coordinate with a lactation consultant.
Benefits Navigation
06/02/2021
31
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
06/02/2021
a. Deliver basic information concerning benefit resources and tools to maximize
benefits, including cost and quality tools, mycigna.com resources, etc.;
b. Refer to Employer Human Resources contact for detailed plan questions, concerns,
and issues requiring escalation;
c. Education and referrals to plan clinical programs (internal and external); and
d. Assist employees with health care professional referrals, (e.g., primary care
physician or specialist referrals in the Cigna network).
Wellness Promotion. Cigna Personnel shall support onsite wellness promotion events and
activities for Employer employee population, as agreed upon by the Parties (i.e. completing
health risk assessments, group seminars, etc.).
4. Participants. Participants are individuals who are eligible to receive Clinical Services at
the Virtual Health Center in accordance with this Agreement as determined by the Employer
including: Employer's full-time and part-time employees; dependents of Employer
employees age six (6) years and older; spouses of Employer employees; retirees of
Employer under age 65 who are on Employer's health benefit plan; and former employees
entitled to Clinical Services as Participants under the Consolidated Omnibus Budget
Reconciliation Act (COBRA).
5. Health Center Days and Hours of Operation. The Virtual Health Center will operate
forty (40) hours per week, Monday, Wednesday, and Friday from 7:30 a.m. until 4:30 p.m.
and on Tuesday and Thursday from 9:00 a.m. until 6:00 p.m. ("Virtual Health Center
Operating Hours"). The Parties may change Days and Hours of Operation from time to
time, as mutually agreed in writing. Electronic communication is deemed acceptable for
such written agreement.
6. Virtual Health Center Closure. The Virtual Health Center will be closed on inclement
weather days as determined by Employer, and on Cigna recognized holidays, including:
New Year's Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving, day after Thanksgiving, and Christmas Day. The Virtual Health Center may
32
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
be closed during Cigna Personnel vacancies as further described herein.
7. Virtual Health Center Utilities and Services. Employer shall, at its sole expense, provide
the following services and utilities necessary to the operation of the Virtual Health Center.
a. Telephone Services. Employer shall furnish a telephone system, that includes
hardware and phone and fax vendor services for provision of the telephone solution.
b. High Speed Internet Access. Employer shall ensure there are High Speed Internet
services available to the building and extended to the Virtual Health Center. A
minimum of 20 Mbps Down / 20 Mbps Up bandwidth to enable the Cigna
Personnel to access the data tracking documentation and reporting system
throughout the worksite and any other expanded services that require bandwidth. If
no internet service providers have services established to the building or if services
are not adequate to support the Virtual Health Center due to stability issues,
Employer shall:
Be responsible for all costs associated with establishing service to the
building and installation of the line, including but not limited to trenching,
wiring, materials and labor charges; or
Provide connectivity to the Employer network and supply two (2) Public IP
addresses.
c. IT Resource for Internet Troubleshooting. Employer and Cigna shall identify IT
resources to work collaboratively to:
Prior to engaging Employer, Cigna will exhaust all troubleshooting
activities on Cigna system and vendor services;
Employer will assist in coordination with the internet service provider to
resolve issues at the Virtual Health Center;
Acknowledge notice of the issue within one (1) hour; and
06/02/2021
33
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
- Be available within a three (3) hour timeframe after acknowledgement,
provided the timeframe is during normal business hours of the Employer.
Employer shall not be responsible to support Cigna's network, hardware,
and other user IT equipment.
d. Utilities, Services and Supplies. Employer shall provide the following:
- adequate heating, ventilation, and air conditioning to maintain conditions
and temperatures appropriate for the operation of the Virtual Health Center
during Virtual Health Center Operating Hours;
- hot and cold running water;
restrooin facilities and supplies for use by Cigna Personnel and Participants;
- electricity adequate for computer systems, lighting, normal office use and
heating and air conditioning;
- air conditioning adequate for computer systems within location of IT wiring
closet;
- lighting, and replacement of standard lamps when necessary;
- pest control and extermination services in accordance
standards;
with LEED
cleaning and janitorial services each day the Virtual Health Center is open
that meet safety and exposure control requirements of Occupational Safety
and Health Regulations, including those relating to slip/trip/falls, blood
borne pathogens and toxic and hazardous material. Such cleaning and
waste removal must be adequate to minimize or eliminate risk to Cigna
Personnel and Participants from germs, unsanitary conditions and blood
borne pathogens. Employer agrees to require janitorial service to comply
with Cigna specifications for cleaning;
06/02/2021
34
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
- adequate security services for the Virtual Health Center and Facility and
common areas around the Facility, including fire and burglar alarm devices
and guard protection.
- smoke detectors and fire extinguishers in the Virtual Health Center and
elsewhere in the Facility. Employer shall also provide for the period
maintenance and annual inspection of the Facility fire alarm system;
- adequate parking spaces as available for Cigna Personnel at no charge to
Cigna or the Cigna Personnel;
- service availability contingent on construction timeframe deliverable.
Employer shall provide a detailed timeline on constructions activities and
completion dates; and
- telephone services.
8. Term. The initial term of this Agreement ("Initial Term") shall begin on the Virtual Center
Commencement Date and shall continue for a period of thirty-six (36) months. After the
Initial Term, Employer has the option to renew for three (3) additional subsequent twelve
(12) month terms by providing Cigna with ninety (90) days' prior notice of intent to renew
(each a "Renewal Tenn"). The Initial Term and any Renewal Terms shall constitute the
"Term" of the Agreement. This subsection is subject to the termination rights set forth
elsewhere in this Agreement. Notwithstanding the above, the Initial Term shall not be
longer than the term or extended term of Cigna's agreement with the Virtual Provider.
9. Termination.
For Cause. Either Party may terminate this Agreement by written notice to the other Party if
the other Party materially breaches this Agreement and does not cure such breach to
reasonable satisfaction within sixty (60) calendar days after receiving a written notice of
breach. Unless the breach has been cured, the termination is effective on the sixty-first
(61 st) calendar day after the breach notice is received.
06/02/2021
35
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
For Convenience. This Agreement may also be terminated without cause by either Party, in
its entirety or with respect to a specific Facility, at any time after the first twelve months of
the Initial Term by providing ninety (90) days' written termination notice to the other party.
Such termination is effective on the ninety-first (91 st) calendar day after the notice is
received by the other Party. When terminating the Agreement for convenience, Employer
shall pay a "Severance Fee" to Cigna in an amount equal to the actual severance obligation
owed by Cigna to Cigna Personnel as of the date such termination of this Agreement is
effective. The Severance Fee will be reduced to the extent that Cigna can recoup costs by
successfully redeploying Cigna Personnel to a similar position within Cigna. Employer shall
remain liable for any Operating Expenses incurred prior to the date of termination.
For Financial Instability. This Agreement may also be terminated if either Party becomes
insolvent, by providing ten (10) days' notice to the other Party provided that such
termination shall be deemed effective as of the date said notice is delivered.
10. Operational Expenses. Cigna will use the attached Operating Budget as the projected
budget for Operational Expenses (Salaries and Benefits, Supplies, Other Direct Expenses,
System Expenses) and Other Infrastructure Costs, estimated Implementation Costs and
Management Fees related to the Virtual Health Center Services for the Initial Term. The
Operating Budget may be modified based on any change in the Virtual Health Center
Commencement Date, delay in providing a compliant Facility to house Virtual health
Center, or modification of services requested by the Employer, as mutually agreed upon by
the Employer and Cigna. Cigna shall use its best efforts to manage all Total Operational
Expenses to those amounts listed in the Operating Budget. Employer acknowledges that said
Operating Budget constitutes Cigna's good faith projection of anticipated operating costs and
expenses for the Virtual Health Centers. Employer understands and acknowledges that the
Operating Budget may change, based upon the volume of Participants seen at the Virtual
Health Centers, charges by Virtual Provider, Cart maintenance and repairs, and other factors,
such as a change in Cigna Personnel with respect to level of professional licensure or salary.
Cigna agrees that prior to making any changes to the scope of services or delivery of care
strategies that may materially impact the budget, Cigna will discuss such changes with the
Employer and obtain prior approval.
11. Payment. Employer shall pay and reimburse Cigna for the following as listed in the
06/02/2021
36
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Operating Budget. In the event that Employer requests permanent additional clinical and/or
administrative personnel to provide the Services at the Virtual Health Center or other
services, the cost of which will exceed the estimates set forth in the Operating Budget,
Employer shall pay to Cigna, in addition to all Management Fees and Operational Expenses,
an amount equal to the additional expenses incurred in connection with the additional
Services ("Additional Resource Charges"). In addition, Employer shall reimburse Cigna for
all Virtual Provider -related charges, maintenance and repair costs, all which shall be paid by
Cigna and passed through as expenses to Employer for Employer reimbursement. Employer
shall also reimburse Cigna for any Additional Resource Charges incurred under this Scope
of Services. Payments shall be sent to: Evernorth Direct Health, LLC, A Cigna
Company, 25600 North Norterra Drive, Phoenix, AZ 85085.
12. Invoicing Procedures. On or before the 20th day of each month, Cigna will issue to
Employer an invoice for Fees, Operational Expenses, Implementation Costs and Additional
Resource Charges (collectively, "Virtual Health Center Fees") due and owing for Virtual
Health Center Services performed during the preceding month. Employer shall pay Cigna's
affiliate within forty-five (45) days of receipt of an invoice for Virtual Health Center Fees.
Invoice charges for supplies shall reflect actual amounts billed to Cigna from the supply
manufacturer/vendor and shall not be adjusted for any rebate Cigna may receive from an
affiliated Group Purchasing Organization.
13. Renewal Terms. Sixty (60) days prior to the expiration of the Initial Tenn of the
Agreement, Cigna shall present to Employer a proposed Operating Budget for the Virtual
Health Center for any Renewal Term, and Employer and Cigna shall mutually agree on such
Operating Budget. Thereafter during any Renewal Term of the Agreement, sixty (60) days
prior to the expiration of the Renewal Term, Cigna shall present to Employer a proposed
Operating Budget for the Virtual Health Center for the upcoming Renewal Term, and
Employer and Cigna shall mutually agree on such Operating Budget.
14. Cigna Staffing. Cigna shall recruit, interview, engage, hire, supervise and discharge all
Cigna Personnel needed to assist Virtual Provider with providing the Clinical Services. All
employment related decisions, including but not limited to hiring, firing, and performance
management, shall be at the sole discretion of Cigna and not Employer. Such Cigna
Personnel shall in all events, and for all purposes, be employees or subcontractors of Cigna
06/02/2021
37
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
06/02/2021
and not Employer. Cigna shall comply with all federal, state and local laws regulations and
requirements relating to such employees and subcontractors. Cigna, and not Employer, shall
be fully responsible for the payment of all salaries, wages, payroll and other compensation,
taxes, fees, workers compensation insurance and other charges or insurance levied or
required by any federal, state, or local law, regulation or ordinance relating to the
employment of the Cigna Personnel. Cigna, and not Employer, shall be solely responsible
for determining salaries, bonuses, and other compensation of Cigna employees and
subcontractors.
15. Use of Subcontractors. Cigna may use third party vendors contracted with Cigna, its
Affiliates, for supplies and equipment without Employer's prior written consent, e.g.
pharmacy providers, temporary labor, and laboratory service providers.
16. Cigna Personnel Performance. In the event that Employer is dissatisfied with the
performance of any Cigna Personnel, or asserts that any Cigna Personnel has engaged in
misconduct as defined by Employer or has materially failed to perform the Services in
accordance with the Agreement, Employer shall so advise Cigna immediately and provide in
writing the facts necessary to validate the concern or complaint. Cigna shall promptly
consult with Employer as to the nature of the conduct complained of and the severity of
Employer's dissatisfaction, and shall endeavor to resolve such issues to the satisfaction of
Employer provided such resolution is non-discriminatory and otherwise legal. Employer
acknowledges and agrees that the policies and procedures of Cigna or its Affiliates as to the
perfotivance shall govern, including any confidentiality requirements contained therein.
Employer agrees, where necessary, to cooperate with Cigna in conducting any investigation
or inquiry, and in providing documentation and testimonial support in event of litigation
concerning Cigna Personnel misconduct or failure to perform.
17. Independent Contractors. The Parties are independent contractors, and no Party is or shall
represent itself as having, and nothing in this Agreement shall be construed as creating
between the Parties, a relationship as employer -employee, partners, principal -agent, joint
ventures, or any relationship other than that of independent parties.
18. Provision of Services at Virtual Health Center. Clinical Services may only be provided
by Virtual Provider with the assistance of Cigna Personnel, or any other professional
38
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
provided by or arranged for through Cigna. Employer employees and contractors shall not
be allowed to provide Clinical Services or any other health care services at the Virtual
Health Center even if they are licensed to do so.
19. No Co -Employment. All Cigna Personnel performing Services hereunder shall work under
Cigna's supervision, provided, however, that the Cigna Personnel and Virtual Providers
shall exercise independent professional judgment within the scope of their professions. Due
to their status as contractor and not employee of Client, no Cigna Personnel shall be entitled
to any employer fringe benefits.
20. Virtual Health Center Staffing. Cigna shall provide or arrange for the provision of one
(1) full-time Registered Nurse who will assist with telemedicine visits with Virtual Provider
and who will also act as a Health Coach ("Cigna Personnel"). Full -Time is defined as
regularly working a forty (40) hour week.
Employer acknowledges and agrees that, in addition to Cigna Holidays, as defined herein,
Cigna Personnel shall be entitled to paid time off ("PTO") and Leave in accordance with
applicable law and policies of Cigna or its Affiliates, or applicable contract between Cigna
Personnel and Cigna. PTO and Leave shall include vacation days, personal days, sick days,
military leave, family medical leave (FMLA), caregiver leave, disability leave, and other
leave in accordance with applicable law or Cigna policy. The number of days of PTO is the
same applicable to all employees of Cigna and its Affiliates but may vary based on the job
level and number of years of employment with Cigna, and will be prorated for part-time
work status. Cost of such PTO and Leave is included under the "Salary & Benefits"
component listed in the Operating Budget. For any independent contractors that may be
used, the number of days of PTO shall be defined in the contract between Cigna and
applicable agency or individual.
If Cigna Personnel is expected to take Paid Time Off or Leave or there is otherwise an
inability to provide Services that is to be expected to be in excess of ten (10) business days
("Vacancy"), Cigna will inform Employer of such Vacancy, and will determine in
consultation with Employer if the position will be temporarily staffed. In the event that
Employer elects to have such position filled on a temporary basis, Employer shall so notify
Cigna in writing. Cigna shall use best efforts to secure temporary labor to fill Vacancies
06/02/2021
39
DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
within a reasonable amount of time. Employer shall be responsible for payment of
temporary labor costs. Employer will remain responsible for the payment of the costs for
the Cigna Personnel that has taken Paid Time Off or Leave. The health center will be closed
and no onsite services will be provided if the Cigna Personnel is absent and there is no
temporary or substitute labor. However, customers needing coaching will be directed to
Cigna's telephonic coaching program, and customers needing medical services may utilize
the Cigna Telehealth Connection services.
Cigna shall not reduce the Compensation/Fees set forth in the Operating Budget for any
absence of Cigna Personnel due to the following: PTO, sick time or short term disability
leave under the then current Cigna policies; closure of the Employer's work site within
which the Cigna Personnel provides services under this Agreement, due to Employer or
other reasons beyond Cigna's control such as inclement weather, pandemic, acts of nature,
or actus of the public enemy; or short teiiu disability or caregiver leave for which the Cigna
Personnel is paid.
21. Non -Solicitation. During the term of this Agreement, and for a period of one (1) year after
expiration or termination of this Agreement for any reason, Employer shall not directly or
indirectly, alone or in concert with others, solicit or entice an employee or independent
contractor engaged by Cigna to provide services under this Agreement, to leave the
employment or engagement of Cigna in order to provide substantially similar services as
those provided in this Agreement, to or on behalf of Employer, or to otherwise work in
competition with Cigna. Should there be a termination of this Agreement and Employer
desires to have a Cigna Personnel work for Employer or another health center vendor or
otherwise serve in a similar capacity to benefit Employer within one (1) year following
termination of this Agreement, Employer agrees that it shall reimburse Cigna all severance
costs Cigna has paid to any and all Cigna Personnel resulting from a termination of this
Agreement.
22. Indemnification. Section 11, Indemnification, of the ASO agreement applies to the
Amendment as revised herein.
Operating Budget:
06/02/2021
40
DocuSign Envelope ID: 2F313061-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Evernorth Direct Health, LLC, A Cigna Company
Cost Projection Prepared for: City of Miami (FL) - Virtual Standalone
Projection valid thru: 513112021
Estimate for Three Full Years
EVERNORTIt
Description Year 1
Participants - Eligible for Access
Potential Visits
Penetration Rate.
Projected Preventive/Acute Care Visits
F 1 E s Coach -Registered Nurse
Total 1-iE s
Salaries & Benefits
Supplies
Provider Services
Concierge Practice Fee
Per visit cast
Other Direct Expenses
System Expenses
Total Operational Expense Estimate
Infrastructure Costs
Management Fee
Total Fee Estimate
1,000
2,500
30_0%
750
1.00
1.00
123000
21,000
20,000
49,000
14,000
32,000
25%000
25;000
10,300
Year 2
Yeai• 3
1,000
2,500
37.5%
037
1110
1:00
1,000
2„500
45_0%
1,126
1.00
1:00
128,000 132,000
21,000 21,000
20,000
61,060
12,000
32,000
274,000
26,000
10,003
20,000
73,000
12,000
32,000
27,000
11,000
ITOtatOOlsiteVirinatcailteCCestESOniateTK:
Estimated Implententation costs
00,000
310,000
328,000 1
Cigna COntribiettort 01 (poach Annual Fielding) '
Cigna Contribution 02 (VVeliness Annual Furidang
147,510
I00,0rAl
151;94 150,.502
100,000 • "
100,000
Total C00t Estimate
Net a egna Oantabutoni
.50,056
71,498
Assumptions
1) The faciliti Es staffed s. indloated in 5,e FTE section above
2) Fuli-time is considered to be 46 hours per week and represented by 1_60 FTE. no temp labor is provided during absences
3) Fenetration is modeled to increase at 7.5% per year up to 50%
4) Marketing for -communications to those eligible for access to the site is planned at $5600 in year one and $2560 the Following years
5) Recruitment oast 5or staff is projected at $6 OP house). Marketing & any external recruitment expenses are pass thru, client not billed unless incurred.
5) Does not include the cost of fac8ity b uildout
7) Does riot include the cost of lu.ase
8) Assumes 50.% of eligHate participants receive a ho shot in the clinic_
9) Excernal lab vendor will submff a claim.
16) Corporate Practice csiMediticirte law and State telemedicine regulations may need to be reviewed_ Addifionat changes rnay apply for compRance.
11) The boat to contrad far a practiiioner to deliver service vialtin the taw may be higher or lower Man projected, actual oricz am passed through.
12) High Speed Internet roust be available to the building and e-xtendedto &mark, within vendor setvice cfictiarrim recirimmerits. AddiSonal
cunnectivity charges for linoetfOSUTphone ay. could apply if tunic cannot use ciients existing service providers_
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Client Name: City of Miami
Administrative Services Only Agreement
Health Improvement
Fund
For clinical/wellness/behavioral programs offered by CHLIC that are purchased, CHLIC will
establish a Health Improvement Fund in the amount of $200,000.00. This fund will be used to
defray the cost of CHLIC designated and arranged health and wellness improvement
programs (e.g. bioinetric screenings, flu shots) for Employees of Employer and to reward
participation in these programs.
The Health Improvement Fund is a one-time credit to be used from January 1, 2021-
December 31, 2021. Unused funds cannot be rolled over and CHLIC must pre -approve use of
the Health Improvement Fund.
The Health Improvement Fund shall be extinguished upon termination of this Agreement and
any fund amount not used prior to termination of this Agreement shall only be available to
Employer for the purpose of funding the cost of those reimbursable services provided prior to
such termination.
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Administrative Services Only Agreement
CIGNA HEALTHCARE OF ARIZONA - CIGNA MEDICAL GROUP (CMG)
REPRESENTATIVE RATES FOR ROUTINELY PERFORMED MEDICAL SERVICES
EFFECTIVE JANUARY 1, 2020
(Applicable to Network and Network POS Products)
All Departments
Adult Medicine
Pediatrics
Ophthalmology
Podiatry
Radiology
Radiology
General Surgery
Optometry
ASC (Ambulatory surgical
center) / Endoscopy Suite
ASC Endoscopy Suite
99213
99396
99392
66984
11721
71046
77067 &
77063
47562
92014
Grouper 2
Grouper 8
OFFICE VISIT,EST EXP PROB FOC
WELL EXAM, EST, 40-64 YEARS
WELL EXAM, EST, 1-4 YEARS
REMOVE CATARACT, INSERT LENS -
Professional Fee only, at a facility
DEBRIDEMENT NAIL SIX OR MORE
CHEST X-RAY, PA & LAT
SCREENING MAMMOGRAPHY DIGITAL
LAPARO SCOPY; CHOLECYSTECTOMY-
Professional Fee only, at a facility
EYE EXAM & TREATMENT
$95.41
$1.49.26
$124.36
$1,015.00
$57.93
$43.54
$278.56
$1,012.30
$158.56
$469.00
$1,104.00
* Medicare does not assign (or may not yet have assigned) relative value units (RVUs) for certain service
codes. Codes not valued by Medicare are referred to as "gap codes." For example, Medicare does not
assign values for wellness service codes (99381-99397). CMG refers to The Essential RBRVS (Annual)
guide to obtain relative values for such gap codes. for billing purposes. Typically, Cigna pays CMG for
gap codes not valued by Medicare either at the discounted fee schedule referenced above or, for new
codes not yet valued by Medicare, at the same rate it pays its other participating providers.
The Urgent Care case rate excluding radiology and laboratory services is $135.
CMG pharmacy rates:
Brand Name: 30-day supply: AWP— 10.56% + $2.75 dispensing fee
90-day supply: AWP — 17.91% + $1.50 dispensing fee
Generic*: 30-day supply: AWP — 35% + $2.75 dispensing fee
90-day supply: AWP - 21% + $1.50 dispensing fee
* If MAC pricing is available for generic medication, rate is MAC + dispensing fee
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Administrative Services Only Agreement
Appendix A — Pharmacy Benefit Management Services
x
PHARMACYBENEFIT MANAGEMENT S';
Definitions
Any capitalized teiiii not defined below shall have the meaning given to such teini in the Agreement. Any capitalized term utilized in the
Schedule of Financial Charges or Exhibit B shall have the meaning given to such term in the Agreement, including the meanings set forth
below.
• "Actuarially Estimated" shall mean that the discount(s) listed in the Schedule of Financial Charges are estimated, but not guaranteed, to
result in a particular average discount for Covered Drugs administered by CHLIC under this Agreement. Actuarially estimated discounts
are calculated based on evaluation of an expected distribution of drug utilization across CHLIC's aggregate group client book of
business. As measured in the aggregate for Employer's Pharmacy Benefit, Employer's average discount results may vary based on the
Plan -specific factors such as drug mix utilization.
"Authorized Generic" shall mean a pharmaceutical product sold, licensed, or marketed under a new drug application (NDA) approved by
• the Food and Drug Administration (FDA) under section 505(c) of the Federal Food, Drug and Cosmetic Act (FFDCA) that is marketed,
sold or distributed under a different labeler code, product code, trade name, trademark, or packaging (other than repackaging the listed
drug for use in institutions) than the innovator brand name drug.
• "Average Wholesale Price" or "AWP" shall mean the average wholesale price of a Covered Drug as established and reported by Medi-
Span. The applied AWP of a Covered Drug shall be the AWP for the actual eleven (11) digit National Drug Code ("NDC"), Covered
Drug specific, quantity appropriate actual package size (or the manufacturer -packaged quantity closest to the dispensed size), submitted
by a Retail Pharmacy, Home Delivery Pharmacy, or Specialty Pharmacy at the time that the Covered Drug is adjudicated.
Notwithstanding any other provision in this Agreement, in the event of any major change in market conditions affecting the
pharmaceutical or pharmacy benefit management market, including, for example, any change in the markup, methodologies, processes or
algorithms underlying the published AWP(s), CHLIC may adjust any or all of the Rebates, charges, rates, discounts, guarantees and/or
fees in connection with CHLIC's administration of the Pharmacy Benefit hereunder, including any that are based on AWP, as it
reasonably deems necessary to preserve the economic value or benefit of this Agreement to CHLIC as it existed immediately prior to
such change. Additionally, and notwithstanding any other provision in this Agreement, CHLIC may replace AWP as its phainiaceutical
pricing benchmark with an alternative benchmark and/or may replace Medi-Span, or other such publication, as its source for the AWP or
alternative benchmark with a different pricing source, provided that CHLIC adjusts any or all such AWP-based charges or such
alternative benchmark -based charges as it reasonably deems necessary to preserve the economic value or benefit of this Agreement to
CHLIC as it existed immediately prior to such replacement or immediately prior to the event(s) giving rise to such replacement, as the
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case may be.
"Biosimilar" shall mean a biological product that is licensed by the FDA as a biosimilar pursuant to Section 351(k) of the Public Health
• Service Act, 42 U.S.C. 262(k), based upon a showing that it is highly similar to a single FDA -licensed biological product, known as a
reference product, and has no clinically meaningful differences compared to the reference product in terms of safety, purity, and potency.
A biosimilar biological product may be licensed by the FDA as biosimilar or interchangeable, and in either case such biological product
is a Biosimilar for the purposes of this Agreement.
• "Brand Drug" shall mean a pharmaceutical product, including a Covered Drug that is a prescription drug, including over-the-counter
drugs dispensed pursuant to a prescription, medicine, agent, substance, device, supply or other therapeutic product that is not a Generic
Drug. Except if and where the language expressly states otherwise, a Brand Drug does not include a Specialty Brand Drug for ingredient
cost discount purposes.
• "Business Decision Team" shall mean a committee comprised of voting and non -voting representatives across various Cigna business
units such as clinical, medical and business leadership that is duly authorized by Cigna to make decisions regarding coverage treatment
of pharmaceutical products based on clinical findings provided by the P&T Committee, including, but not limited to, decisions regarding
tier placement and application of utilization management to pharmaceutical products.
• "Cigna Home Delivery Pharmacy" shall mean a duly licensed phainiacy operated by CHLIC or its affiliates, where prescriptions are
filled and delivered via the mail service, which may include, for example, Accredo Health Group, Inc., ESI Mail Pharmacy Service, Inc.,
Express Scripts Pharmacy Inc., Tel -Drug of Pennsylvania LLC and Tel -Drug, Inc.
• "Claim," for purposes of this Appendix A, is a claim or request for coverage under the Pharmacy Benefit.
• "Compound Drug" shall mean a medication that (a) is comprised of two or more gaseous, solid, semi -solid, or liquid ingredients (other
than water or flavoring added to any preparation) that are weighed or measured at a pharmacy and then prepared according to the
prescriber's order and the pharmacist's art; (b) contains at least one FDA -approved federal legend drug as an active ingredient; (c) is not
otherwise generally available in its compound form; and (d) is not a compound preparation administered by infusion or injection.
• "Covered Drugs" shall mean prescription drugs, including over-the-counter drugs dispensed pursuant to a prescription, biologics,
medicines, agents, substances, devices, supplies, and other therapeutic products that are prescribed for Members and are covered under
the Pharmacy Benefit and shall include all associated standard services usually and customarily rendered by a pharmacy or provider in
the normal course of business, including dispensing, administration, counseling and product consultation.
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• "Dispensing Fee" means an amount paid to a pharmacy for providing professional services necessary to dispense a Covered Drug to a
Member.
• "FDA" shall mean the U.S. Food and Drug Administration.
• "Formulary" shall mean the list of FDA -approved prescription drugs and supplies developed and managed by CHLIC across its self -
funded and insured group book of business and that is selected and adopted by Employer. The drugs and supplies included on the
Formulary will be modified by CHLIC from time to time as a result of factors including, but not limited to, economic and clinical factors
like clinical appropriateness, manufacturer Rebate arrangements and patent expirations. Any changes CHLIC makes to the Formulary are
hereby adopted by Employer.
• "Generic Drug" means a pharmaceutical product, including a Covered Drug, whether identified by its chemical, proprietary, or non-
proprietary name, that is accepted by the FDA as therapeutically equivalent and interchangeable with drugs having an identical amount
of the same active ingredient(s), and which is identified as such in CHLIC's master drug file using indicators from First Databank, Medi-
Span, or other nationally recognized source as used by CHLIC across its book of business on the basis of a proprietary algorithm, a
summary of which may be made available for review by Employer or, subject to CHLIC's consent, its auditor upon request in accordance
with the terms set forth in this Appendix A. Employer and, as applicable, its auditor shall sign a confidentiality agreement acceptable to
CHLIC relating specifically to such summary. The reference to a drug by its chemical name does not necessarily mean that the product is
recognized as a generic for adjudication, pricing or copay purposes. Except if and where the language expressly states otherwise, a
Generic Drug does not include a Specialty Generic Drug for ingredient cost discount purposes. For pricing purposes, a Generic Drug
includes a Covered Drug that is otherwise identified as therapeutically equivalent and interchangeable with drugs having an identical
amount of the same active ingredient(s) and is within its exclusivity period or other period of limited competition; provided that,
notwithstanding the foregoing, a Generic Drug excludes an Authorized Generic identified as a brand name drug by the aforementioned
proprietary algorithm used by CHLIC. For pricing purposes, a Generic Drug also excludes a Biosimilar.
• "Maximum Allowable Charge" shall mean the maximum unit price for a Covered Drug included on the applicable MAC List as set forth
on such MAC List.
• "MAC List" shall mean a then -current list maintained by CHLIC of prescription drugs, devices, supplies and over-the-counter drugs
identified as readily available as a Generic Drug or generally equivalent to a Brand Drug (in which case it may also be on a MAC List)
and that, in each case, are deemed to require or are otherwise capable of pricing management due to the number of manufacturers,
utilization and/or pricing volatility.
•
"Manufacturer Administrative Fees" shall mean administrative fees paid by pharmaceutical manufacturers to CHLIC or its affiliate or
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subcontractor directly in connection with administering, invoicing, allocating and collecting Rebates.
• "Pharmacy Benefits" shall mean amounts payable for covered pharmacy benefit services and products under the terms of the Plan;
Pharmacy Benefits shall be considered Plan Benefits for purposes of this Agreement.
• "P&T Committee" shall mean a committee comprised of clinicians that represent a range of clinical specialties. The committee regularly
reviews pharmaceutical products, new pharmaceutical products, for safety and efficacy, the findings of which clinical reviews inform
coverage status decisions made by the Business Decision Team. The P&T Committee's review may be based on consideration of,
without limitation, FDA -approved labeling, standard medical reference compendia, or scientific studies published in peer -reviewed
English -language bio-medical journals.
• "PBM Proprietary Information" shall mean information relating to CHLIC's pharmacy benefit management products and services,
including, without limitation, CHLIC's reporting and web -based applications, eligibility and adjudication systems and coding
methodologies, system formats and databanks, clinical or formulary management operations or programs, information and agreements
relating to Rebates and other financial information, prescription drug evaluation criteria and coverage policies, drug pricing information,
including MAC List and Specialty Drug pricing, paid Claims information integrated into CHLIC's adjudication systems, and
pharmaceutical manufacturer, vendor or pharmacy network agreements.
• "Prescription Drug Charge" shall mean the amount that, prior to application of the Plan's cost -share requirement(s), Employer is
obligated to pay for a Covered Drug dispensed at a Retail Pharmacy or Cigna Home Delivery Pharmacy, including any ingredient cost,
applicable Dispensing Fee, service fee, and tax. The ingredient cost charged to Employer may be expressed as, for example, a discount
off of AWP or other benchmark price, or a MAC.
• "Rebate" shall mean retrospective formulary rebates received by CHLIC pursuant to the terms of a formulary rebate contract negotiated
independently and directly attributable to or arising from the utilization by Members of certain Covered Drugs manufactured, sold,
marketed, or distributed by a manufacturer.
However, "Rebates" shall exclude: (i) pricing adjustments, payments and credits made in the ordinary course by any manufacturer on
account of product returns, delivery errors or shipping damage or losses arising from drugs and other products purchased from such
manufacturer by or on behalf of CHLIC (ii) pricing discounts paid or credited by a manufacturer to pharmacies affiliated with CHLIC for
prescription drugs and other products purchased from such manufacturer; (iii) any fees or other compensation paid by any manufacturer
in consideration of any services, products, activities or programs performed, provided or implemented by CHLIC or any of its affiliates
for such manufacturer; (iv) Manufacturer Administrative Fees; (v) Value -Based Payments; (vi) any rebates or other amounts that are
allocated to reduce and/or partially or wholly satisfy a Member's cost -sharing obligation for a Covered Drug; and (vii) rebates or other
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amounts paid to CHLIC for prescription drugs that are administered or otherwise provided to Members in providers' offices, home health
care settings, or outpatient clinics.
• "Retail Phaiivacy" shall mean any licensed retail pharmacy with which CHLIC has contracted directly or indirectly with a third party, to
provide Covered Drugs to Members, and is not a mail order pharmacy. A mail order pharmacy is a phannacy that primarily fills and
delivers pharmaceutical products via the mail service. The term "Retail", when immediately preceding the term "Brand Drug Claim",
"Generic Drug Claim", "Specialty Drug Claim", "Specialty Brand Drug Claim", or "Specialty Generic Drug Claim" means that the
resulting term (e.g., "Retail Brand Drug Claim") refers to such claim as dispensed by a Retail Phaiivacy.
• "Specialty Drug" shall mean a pharmaceutical product, including a Covered Drug, considered by CHLIC to be a Specialty Drug based on
consideration of the following factors: (i) whether the pharmaceutical product is prescribed and used for the treatment of a complex,
chronic or rare condition; (ii) whether the pharmaceutical product has a high acquisition cost; and, (iii) whether the pharmaceutical
product is subject to limited or restricted distribution, requires special handling and/or requires enhanced patient education, provider
coordination or clinical oversight. A Specialty Drug may not possess all or most of the foregoing characteristics, and the presence of any
one such characteristic does not guarantee that a pharmaceutical product will be considered a Specialty Drug. The term "Specialty," when
immediately preceding the terms "Generic Drug" or "Brand Drug", means that the resulting term (e.g. "Specialty Generic Drug") refers to
a Generic Drug or Brand Drug that is considered a Specialty Drug, respectively.
• "Specialty Pharmacy" shall mean a duly licensed pharmacy designated by or operated by CHLIC or its affiliates that primarily dispenses
Specialty Drugs or provides services related thereto; provided, however, that when the Cigna Home Delivery Pharmacy dispenses a
Specialty Drug, it shall be considered a Specialty Pharmacy hereunder.
• "U&C Charge" shall mean the price the applicable Retail Pharmacy would charge a regular cash -paying customer for a Covered Drug
(and any services related to the dispensing thereof) on the day on which the Covered Drug is dispensed.
1.
PHARMACY BENEFIT MANAGEMENT - SERVICES TO BE PROVIDED
Retail Pharmacy Network.
(a) General. CHLIC shall maintain a Retail Pharmacy network. Retail Pharmacies included in the network shall provide Covered
Drugs to which the Retail Pharmacies have access to Members during their normal business hours. A list of the Retail Pharmacies
included in the network, as updated from time to time, shall be made available to Members online. CHLIC maintains multiple
networks and/or sub -networks and may periodically consolidate networks and/or migrate clients, including Employer, between
networks and sub -networks. CHLIC shall require each Retail Pharmacy included in the network to meet its requirements for
participation in the Retail Phainiacy network, which include, but are not limited to, satisfaction of licensing and insurance
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requirements.
(b) Retail Pharmacy Audits and Overpayments. CHLIC shall perform desktop and on -site audits of each Retail Pharmacy to ensure
that each Retail Pharmacy is complying with the terms of its contract with CHLIC. In the event that CHLIC discovers that an
overpayment has been made to a Retail Pharmacy, CHLIC shall take reasonable steps to recover the overpayment pursuant to the
terms of this Agreement.
(c) Independent Contractors. The Retail Pharmacies are independent contractors, and as such CHLIC does not direct or exercise any
control over the pharmacists at Retail Pharmacies or the professional judgement exercised by any pharmacies in the dispensing or
filling of prescriptions or performing other pharmaceutical services. Neither CHLIC nor any CHLIC affiliate shall have any
liability to Employer, any Member or any other person or entity for any act or omission of any Retail Pharmacy or it agents or
employees.
(d) Collection of Cost Sharing. CHLIC shall require Retail Pharmacies to collect all applicable Plan cost -shares from Members.
2. Cigna Home Delivery Pharmacy.
(a) General. Members may submit new or refill prescription orders for fulfillment through Cigna Home Delivery Pharmacy or such
other mail service pharmacy that CHLIC in its sole discretion may select from time to time. Such orders may be placed via mail,
telephone, or electronic means. Subject to Applicable Law, Employer shall permit communication with Members regarding the
availability and use of the Cigna Home Delivery Pharmacy potential cost savings associated therewith, and the provision of
supporting services (e.g. pharmacist consultation) in connection with any prescription dispensed by the Cigna Home Delivery
Pharmacy. Cigna Horne Delivery Pharmacy shall deliver all drugs to Members in accordance with its standard procedures. For the
purposes of clarity, CHLIC does not exert direction or control over the pharmacists at Cigna Home Delivery Pharmacy in filling
prescriptions or performing other pharmaceutical services.
(b) Cost Sharing. Members are responsible for the payment of the applicable cost sharing to Cigna Home Delivery Pharmacy for each
prescription or prescription refill. Employer acknowledges that Cigna Home Delivery Pharmacy may suspend services to a
Member who is in default of any cost -sharing obligations, in accordance with Cigna Home Delivery Pharmacy's standard credit
policy. If payment of such cost -sharing has not been received from the Member within one hundred twenty (120) days of
dispensing of the product, the Plan will be billed for the outstanding amount following the one hundred twenty (120) day
collection period.
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(c)
Affiliation with CHLIC. Accredo Health Group, Inc., ESI Mail Phaiinacy Service, Inc., Express Scripts Pharmacy Inc., Tel -Drug
of Pennsylvania LLC and Tel -Drug, Inc. are licensed pharmacy affiliates of CHLIC that fill and deliver Covered Drugs via the
mail service.
3. Claims Processing.
(a) General. CHLIC, in accordance with Section 2 of the Agreement, shall perform claims processing services for Covered Drugs
dispensed by Retail Pharmacies or Cigna Home Delivery Pharmacy. In -network Claims shall be submitted via paper or
electronically. Members using out -of -network covered services are required to submit a paper claim form. A separate charge shall
apply for the submission of any paper claim foul', whether in -network or out -of -network. CHLIC is not required to provide
coordination of benefits (COB) services for Claims for drugs dispensed, and electronically processed, at a pharmacy; Claims may
be processed without consideration of a Member's coverage under another plan.
(b) Drug Utilization Review. CHLIC shall perform a concurrent Drug Utilization Review ("DUR") analysis of each prescription
submitted for processing. Such DUR Analysis may include, for example: (1) prescribed dosage within a safe range; (2) drug -to --
drug interaction; (3) drug -to -allergy interaction; (4) age -to -drug interaction; (5) duplicate therapy; (6) quantity limitations; and (7)
days' supply. DUR processes shall not override the prescriber's, the pharmacist's or other health care provider's professional
judgment.
4. Utilization Management Program. CHLIC shall, in accordance with Section 2 of the Agreement, administer the Pharmacy Benefit
utilization management program(s) identified in this Agreement. Employer acknowledges that CHLIC's coverage policies and claims
administration procedures, which are utilized across CHLIC's self -funded and insured book -of -business to adjudicate claims and
administer appeals, may change periodically. As an example of the coverage criteria that may apply to a pharmaceutical product, a
Member may have to try one or more preferred pharmaceutical products, or demonstrate why trying the preferred pharmaceutical
product(s) would be clinically inappropriate, in order to obtain coverage under the Plan for a given pharmaceutical product Employer
further authorizes CHLIC to allow coverage for a use that otherwise would be excluded in the event of co -morbidities, complications and
other factors not expressly addressed by the coverage policies utilized by CHLIC in reviewing Claims for coverage. CHLIC may rely
wholly upon information about the Member and the prescriber's diagnosis of the Member's condition. CHLIC shall not substitute its
judgment for the judgment of the prescribing physician, nor shall it determine medical necessity or make other medical determinations
other than for coverage purposes.
5. Rebate Management. CHLIC shall pay Employer amounts equal to the Rebate amounts specified in the Schedule of Financial Charges.
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6. Drug -Related Services.
(a) Specialty Drugs. CHLIC shall process Claims regarding Specialty Drugs subject to the following provisions:
(1) The Specialty Pharmacy shall fill prescriptions for Specialty Drugs based on the professional judgment of the dispensing
phaiinacist, accepted pharmacy practices and product guidelines.
(2) A list of Specialty Drugs available via the Specialty Pharmacy and the pricing for those Specialty Drugs shall be made
available as in effect on the Effective Date, as set forth in Appendix B. After the Effective Date, Employer may request
that CHLIC provide it with an updated list of Specialty Drugs available via the Specialty Pharmacy and the pricing with
respect thereto.
(3)
To the extent acting in the capacity as a mail order phaii lacy, the Specialty Pharmacy shall ship Specialty Drugs to
Members in accordance with its standard procedures.
(4) Members are responsible for the payment of the applicable cost sharing to the Specialty Pharmacy for each prescription or
prescription refill. Employer acknowledges that the Specialty Pharmacy may suspend services to a Member who is in
default of any cost -sharing obligations, in accordance with the Specialty Pharmacy's standard credit policy. If payment has
not been received from the Member within one hundred twenty (120) days of dispensing, the Plan will be billed following
the one hundred twenty (120) day collection period.
(5)
For the purposes of clarity, CHLIC does not exert direction or control over the pharmacists at the Specialty Phauuacy in
filling prescriptions or performing other pharmaceutical services.
(b) Compound Drugs. CHLIC shall process prescribed Compound Drugs to the extent covered under the Plan. CHLIC shall treat as
Covered Drugs only those components of a Compound Drug that would otherwise be treated as Covered Drugs were they not part
of a Compound Drug.
7. Member Communications and Services.
(a)
Member Communication. CHLIC shall provide to Members an ID card and instructions to access Member materials online,
including the Foimulary, the Retail Pharmacy directory, Cigna Home Delivery Pharmacy information, and an out -of -network
Claim reimbursement form.
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(b) Rx Savings Messenger. CHLIC may send personalized mailings to Members regarding the Generic Drugs and preferred Brand
Drugs and savings available from Cigna Home Delivery Pharmacy.
(c) Call Center. CHLIC shall maintain toll -free customer service lines twenty-four (24) hours per day, seven (7) days per week for
the purpose of responding to inquiries from Members regarding Retail Pharmacy, Cigna Home Delivery Pharmacy or Claims
issues.
S. Formulary Management; Clinical Programs; Other Services.
CHLIC shall provide Formulary management services, which shall include implementing Formulary placement decisions and
determinations to apply utilization management requirements made by CHLIC's Business Decision Team. The Business Decision Team
makes Formulary determinations based on consideration of clinical and economic factors. Clinical factors may include, but are not
limited to, the CHLIC P&T Committee's evaluation of the place in therapy, relative safety or relative efficacy of the drug, as well as
whether certain supply limits or other utilization management requirements should apply. Economic factors may include, but are not
limited to, the drug's acquisition cost including, but not limited to, assessments on the cost effectiveness of the drug and available
Rebates. Employer acknowledges that the Formulary, utilization management requirements, and coverage policies used by CHLIC to
perform coverage reviews, including any changes made thereto, are adopted by Employer. When considering a drug for Formulary
placement or other coverage conditions, CHLIC's Business Decision Team reviews clinical and economic factors regarding enrollees as a
general population across its relevant book -of -business. CHLIC may also provide the clinical, safety and/or trend programs, or other
programs and services to Employer, some of which may require payment of additional fees by Employer. If additional fees are required
for such a program or service, CHLIC shall include the fee in the Schedule of Financial Charges or otherwise communicate the same in
writing to by Employer.
PHARMACY,BENEFIT- ',MANAGEMENT - PROGRAM OPERATIONS
1.
Implementation of Agreement.
(a) Project Plan. Employer and CHLIC shall develop an agreed upon implementation project plan with respect to the Agreement prior
to the Effective Date or prior to the implementation with respect to any new Phaituacy Benefit under this Agreement following
the Effective Date.
(b) Initial Data and Commencement of Pharmacy Benefit Management Services. Prior to the Effective Date, Employer shall provide
CHLIC with all data and/or documentation necessary for CHLIC to provide the services specified in this Agreement. Such data
and/or documentation shall include, but is not necessarily limited to, claims history and Member prior authorization history.
Assuming all data specified in the preceding sentence is received sufficiently in advance of the Effective Date, CHLIC shall
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commence providing services under this Agreement as of the Effective Date.
2. Timely Provision of Data by Employer. Employer acknowledges that CHLIC shall not be held responsible for, and shall be released
from, fulfilling any obligation or perfoiniing any service under this Agreement if Employer or its designee does not provide accurate
information in a timely manner.
3. Reporting. CHLIC shall make available to Employer CHLIC's standard reporting applications, subject to Applicable Law and Exhibit D,
including, without limitation, HIPAA and state privacy laws.
4. Claims Data.
(a) Retention. CHLIC shall retain data with respect to Claims for at least seven (7) years from the date the prescription is filled.
Following the close of such retention period, CHLIC shall retain and dispose of such Claims data pursuant to its then -current
standard policies and procedures, Applicable Law and the Business Associate Agreement described in the Agreement.
(b) Disclosure to Vendor. Upon Employer's written request and subject to execution of a non -disclosure agreement acceptable to
CHLIC, CHLIC shall provide prescription Claims data in its standard format to a vendor contracted with Employer and otherwise
acceptable to CHLIC solely for the purposes of such vendor's support of Plan administration functions. Employer agrees that its
vendors may not utilize Claims data for any other purpose, including, without limitation, developing products and services,
analyzing the Claims data against market benchmarks or CHLIC competitors or adding to a normative database (even if de -
identified and/or blinded as to Member and PBM/carrier) for the Employer's or vendor's commercial use. Employer shall be
responsible for any use or disclosure of Claims data, or any services provided, by the vendor. Notwithstanding the foregoing, all
audits of any pricing guarantees, Rebate -sharing obligations or Claims processing accuracy shall be conducted in accordance with
the terms in this Agreement specifically relating to such audits.
(c)
De -Identified Data. During and after the term of this Agreement, CHLIC may use Claims, drug, and medical data that has been
de -identified in accordance with HIPAA for research, provider evaluation, database maintenance, and other commercial purposes.
This provision shall survive teu nination or expiration of the Agreement.
5. Claims Processing Audits. Employer may, in accordance with the requirements set forth in Section 6 of the Agreement and at no
additional charge while this Agreement is in effect, audit CHLIC's payment of Plan Benefits subject to the conditions set forth in Section
6 of the Agreement.
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Client Name: City of Miami
Administrative Services Only Agreement
6. Rebate Audits. Employer may, to the extent specified below, in accordance with the following requirements, and at no additional charge
while this Agreement is in effect, audit CHLIC's Rebate payments. Any Rebate audit shall occur following CHLIC's issuance of the
annual financial reconciliation to Employer and no new Rebate audit shall be initiated until such time that each party agrees that any
prior audit is closed. In order to balance the need to adequately support the audit process for all CHLIC clients, with an efficient
allocation of resources, Employers who desire to audit one or more components of the pharmacy arrangement must do so through a
single annual audit. Rebate audits are subject to the following conditions:
(a) Employer shall designate with CHLIC's consent, such consent not to be unreasonably withheld, an independent, third party
auditor to conduct the audit (the "Auditor").
(b) The Auditor may audit records directly related to CHLIC's performance of its obligations hereunder regarding Rebates once in
each 12-month period upon the following conditions: (1) Employer shall provide at least forty-five (45) days written notice to
CHLIC; (2) the Auditor (including each auditor conducting the audit) shall be agreeable to Employer and CHLIC; (3) a mutually
agreed upon nondisclosure/nonuse contract shall be executed by Employer, the Auditor and CHLIC; (4) the records to be audited
shall be no more than two years old as of the date of the audit; (5) the scope of records to be audited shall be as mutually agreed
upon by the Auditor and CHLIC as those which are necessary to determine compliance with the Rebate -sharing obligations under
this Agreement; (6) the audit shall be conducted at a mutually acceptable time during regular business hours at CHLIC's office
where such records are located; (7) records shall not be removed or photocopied without CHLIC's express written consent; (8) for
the sole purpose of confirming compliance with the audit Confidentiality Agreement, Auditor will first submit in draft to CHLIC,
prior to submission to Employer, its Rebate audit report so that CHLIC may confirm that no terms of the applicable agreements
with manufacturers, which are confidential, are disclosed in the audit report; (9) the Auditor shall provide its final audit report to
CHLIC and Employer at the same time; and (10) the Auditor may disclose the aggregate amount of Rebates due Employer but no
other details of CHLIC's manufacturer contracts of which the Auditor is apprised, if any.
This provision shall survive termination or expiration of the Agreement.
7. Financial Guarantee Reconciliation Audits.
(a) Employer may, to the extent specified below and at no additional charge, audit such information that is related to CHLIC's pricing
guarantees to determine whether CHLIC has met its contractual obligations hereunder once every Plan year following CHLIC's
issuance of the annual reconciliation to Employer. No new audits shall be initiated until such time that all parties have agreed that
any prior audit is closed. In order to balance the need to adequately support the audit process for all CHLIC clients, with an
efficient allocation of resources, Employers who choose to audit one or more components of the pharmacy arrangement must do
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Client Name: City of Miami
Administrative Services Only Agreement
so through a single annual audit.
(b) Any such audit shall be subject to the following conditions: (1) the audit may take place while this Agreement is in effect or
within one (1) year after the termination or expiration of this Agreement; (2) such audit may cover up to two prior contract years
to the extent such prior contract years have not previously been audited; (3) Employer shall provide CHLIC with forty-five (45)
days' advance written request for the audit; (4) Employer and CHLIC shall agree on a mutually acceptable, independent, third
party auditor to conduct the audit (the "Auditor"), and the individuals(s) employed or contracted to perform the audit shall not
have a conflict of interest that could reasonably diminish their impartiality; (5) Employer shall be responsible for its Auditor's
costs, and CHLIC will be responsible for its costs in connection with the audit; (6) the audit shall be conducted in accordance with
the terms hereof and a Pharmacy Financial Guarantee Audit Agreement, a sample of which is attached hereto as Exhibit C2,
which shall be signed by CHLIC, Employer, and the Auditor prior to the start of such audit; (7) any adjustments resulting from
the audit will be based upon the actual Claims reviewed and not upon statistical projections or extrapolations, as the Auditor will
be furnished with 100% of the paid Claims processed during the applicable contract period for purposes of the audit; (8) the
Auditor shall provide the audit report to the Employer and CHLIC simultaneously; (9) CHLIC will respond to any audit report
issued by the Auditor within thirty (30) days of the issuance of same; and (10) CHLIC will reconcile mutually agreed upon
amounts due to Employer within a reasonable period of time following mutual agreement regarding any amount due to the
Employer.
This provision shall survive termination or expiration of the Agreement.
1.
'HARMACY BENEFIT MANAGEMENT - FUNDING AND PAYMENT OF::CLAIMS; CHARGES
Funding and Payment of Claims. With respect to Pharmacy Benefits, (1) CHLIC may withdraw funds from the Bank Account for the
purposes specified in Section 3 of the Agreement five times per month, and (2) any recovered overpayments shall be credited to
Employer via a line item on its invoice, less the fee set forth on the Schedule of Financial Charges.
2. Retroactive Member Changes and Terminations. Notwithstanding anything in the Agreement to the contrary, 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 a Member's enrollment in the Plan. Notwithstanding anything to the contrary in Section 4.c. of the
Agreement, with respect to Pharmacy Benefits, CHLIC generally will implement eligibility updates received from Employer that adhere
to CHLIC's standard electronic format as soon as reasonably practicable following receipt of such updates.
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Client Name: City of Miami
Administrative Services Only Agreement
PHARMACY BENEFIT MANAGEMENT FIDUCIARY ACKNOWLEDGMENTS
CHLIC offers pharmacy benefit management services for consideration by Employer and other entities. The general parameters of such services
and the supporting systems have been developed by CHLIC as part of CHLIC's administration of its general business as a pharmacy benefit
manager for entities that sponsor group health plans. The Parties have negotiated the terms of this Agreement in an arm's-length fashion.
Except to the extent CHLIC conducts the final level of internal appeal as set forth in Section 2.c of the Agreement, the Parties assert that neither
Party intends that CHLIC shall be a fiduciary with respect to Pharmacy Benefits for either ERISA (if applicable) or state law purposes, and
neither Party shall name CHLIC or any of its affiliates as a "plan fiduciary" with respect to its management of Pharmacy Benefits. Employer
acknowledges and agrees that CHLIC (i) does not have discretionary authority or control respecting management of the Pharmacy Benefits, and
(ii) does not exercise any authority or control respecting management or disposition of the assets relating to Pharmacy Benefits or of Employer.
Rather, Employer retains all such authority and control. The Parties agree that, upon reasonable notice, CHLIC shall have the right to terminate
its Pharmacy Benefit services under this Agreement to any Plan and/or Members located in a state that requires a pharmacy benefit manager to
be a fiduciary to Employer, the Plan or a Member.
This provision shall survive termination or expiration of the Agreement.
1.
PHARMACY BENEFIT MANAGEMENT - FINANCIAL ARRANGEMENTS
General. CHLIC contracts with its PBM affiliate for the provision of pharmacy benefit services and financial arrangements. As such,
CHLIC or its PBM affiliate, directly or indirectly contract on their own accounts with Retail Pharmacies and Cigna Home Delivery
Pharmacy to dispense covered pharmaceutical products to Employer's Members, and not on behalf of, or for the benefit of, Employer or
the Plan; accordingly, any discounts or other remuneration CHLIC or its PBM affiliate earns under an arrangement with a Retail
Pharmacy or Cigna Home Delivery Pharmacy are obtained for, and inure to, the sole and exclusive benefit of CHLIC or its PBM
affiliate, and not the Employer or the Plan. Amounts paid by CHLIC or its PBM affiliate or by the PBM affiliate for Retail Pharmacy or
Cigna Home Delivery Pharmacy for Brand Drug, Generic Drug, or Specialty Drug Claims may or may not be equal to the amount
charged to Employer and/or Member. If the amount paid by Employer and/or Member does not equal the amount paid by CHLIC to its
PBM affiliate or by the PBM affiliate to a particular pharmacy, CHLIC and its PBM affiliate will absorb or retain such difference.
CHLIC may directly or indirectly contract for Rebates, Manufacturer Administrative Fees, and other remuneration on its own behalf and
for its own benefit, and not on behalf of Employer or the Plan. As an example of other remuneration other than Rebates or Manufacturer
Administrative Fees that CHLIC may earn, CHLIC may also directly or indirectly from pharmaceutical manufacturers remuneration in
connection with value payments and/or services that CHLIC provides to Employer ("Value -Based Payments"). Notwithstanding
anything in this Agreement to the contrary, any Value -Based Payments earned by CHLIC are separate and apart from any Rebates or
Manufacturer Administrative Fees that CHLIC directly or indirectly earns from pharmaceutical manufacturers, and CHLIC may retain
any Value -Based Payments it earns. As examples of the value payments and/or services that CHLIC may provide to Employer in
connection with Value -Based Payments that CHLIC may earn, CHLIC may provide care management or other services to Employer
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Administrative Services Only Agreement
and/or remit to Employer monetary credits if Members discontinue therapy on certain pharmaceutical products. Information regarding
any services, and/or monetary credits or other financial value, for which Employer may be eligible with respect to specific
phaiivaceutical products or therapeutic classes/conditions, including the products for which monetary credits or other financial value may
be available to Employer, the amount of that value, and other payment terms, is available upon request. Any value payments and/or
services provided by CHLIC to Employer are subject to change or termination by CHLIC as the value program(s), if any, offered by
CHLIC change(s) or terminate(s). Accordingly, CHLIC retains all right, title and interest to any and all actual Rebates, Manufacturer
Administrative Fees, Value -Based Payments, and other remuneration directly or indirectly received from manufacturers. CHLIC may
provide Employer amounts equal to all or some portion of the Rebate and Manufacturer Administrative Fee amounts, or other financial
value generated in connection with any value program(s), allocated to Employer, if any, and as specified on the Schedule of Financial
Charges, from CHLIC's general assets (neither Employer, its Members, nor Employer's Plan retains any beneficial or proprietary interest
in CHLIC's general assets). Rebate and Manufacturer Administrative Fee amounts received vary based on factors including, without
limitation, Employer -specific utilization, the volume of utilization as well as Formulary position applicable to the drug or supplies, and
adherence to various formulary management controls, benefit design requirements, and Claims volume. Employer acknowledges and
agrees that neither it, its Members nor its Plan will have a right to interest on, or the time value of, any Claim payments charged by
CHLIC to Employer or any Rebate, Manufacturer Administrative Fee or other payments received by CHLIC during the collection period
of moneys payable under this section, if any, and that CHLIC shall retain any such remuneration. For purposes of this provision, the
term CHLIC shall also include and mean CHLIC's PBM affiliate, Express Scripts, Inc.
2. Affiliates. Cigna Home Delivery Pharmacy may maintain product purchase discount arrangements and/or fee -for -service arrangements
with pharmaceutical manufacturers and wholesale distributors in its capacity as a mail service and/or specialty pharmacy. Cigna Home
Delivery Pharmacy may contract for these arrangements on its own account in support of its phaiivacy operations, and not on behalf of,
or for the benefit of, Employer or the Plan. Accordingly, Cigna Home Delivery Phauuacy retains the sole and exclusive benefit of any
difference between its acquisition cost for a pharmaceutical product and the amount charged to Employer under this Agreement. Further
these arrangements relate to services provided outside of this Agreement and other pharmacy benefit management arrangements and may
be entered into without regard to whether a specific drug is on one of the formularies that CHLIC offers to entities that sponsor group
health plans. Discounts and fee -for -service payments received by Cigna Home Delivery Pharmacy are not part of the pharmacy benefit
management formulary rebates or associated administrative fees or charges paid to CHLIC in connection with CHLIC's pharmacy benefit
management formulary rebate programs.
This provision shall survive termination or expiration of the Agreement.
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
PHARMACY BENEFITMANAGEMENT OBLIGATIONS UPON TERMINATION
Upon notice of termination of this Agreement, the following provisions shall apply with respect to Pharmacy Benefits:
a) Employer shall notify Members at least thirty (30) days prior to the termination of the Agreement becoming effective of any
transition to a successor pharmacy benefit manager.
b) If mutually agreed upon by CHLIC and Employer, CHLIC shall provide services following termination of the Agreement at
CHLIC's then -prevailing rate. Such services, if any, shall be determined by mutual agreement of CHLIC and Employer in
advance of the termination of the Agreement becoming effective.
c) Upon request by Employer and subject to execution of a nondisclosure agreement acceptable to CHLIC, CHLIC shall transition
Claims files and/or history to the pharmacy benefit manager or other third party specified by Employer and otherwise acceptable
to CHLIC. Any disclosure of Claims files and/or history shall be limited to the infounation the successor pharmacy benefit
manager or other third party needs to implement or administer Employer's pharmacy benefits. CHLIC shall not be required to
directly or indirectly release, and Employer shall not release, PBM Proprietary Information to any such third party.
d) Upon termination of the Agreement for any reason, the Parties shall handle Confidential Information, PBM Proprietary
Information and Protected Health Information (as defined in the Business Associate Agreement attached as Exhibit D) pursuant to
the terms of the Agreement.
e) In the event that CHLIC terminates the Agreement pursuant to Section 1.v of the Agreement, CHLIC shall have no further
obligation following the date of such termination to pay Employer any Rebates, or any other amount that may otherwise be
payable by CHLIC to Employer.
This provision shall survive termination or expiration of the Agreement.
1.
PHARMACY BENEFIT MANAGEMENT - CONFIDENTIALITY„
General. Employer acknowledges and agrees that CHLIC's PBM Proprietary Infoumation constitutes competitively sensitive trade
secrets, and that its misuse or mis-disclosure could result in material financial and legal loss or liability to CHLIC, its affiliates and their
respective subcontractors. CHLIC shall not be required to disclose PBM Proprietary Information to Employer except to the extent
necessary for Employer to exercise any audit rights expressly provided hereunder or perform other Plan administration functions. If
CHLIC discloses PBM Proprietary Infoiniation to Employer, or, if CHLIC consents, to the Employer's vendor or designee, CHLIC may
require Employer, or its vendor or designee, to execute a non -disclosure agreement specifically relating to the requested PBM Proprietary
Information. Employer agrees that it and its vendors may not utilize PBM Proprietary Information for any purpose other than performing
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Client Name: City of Miami
Administrative Services Only Agreement
Plan administration functions, including, without limitation, developing products and services, de -identifying, blinding or analyzing the
PBM Proprietary Infouuation against market benchmarks or CHLIC competitors or adding to a normative database for the Employer's,
or vendor's or designee's, commercial use. For the purposes of clarity, information shall not cease to qualify as PBM Proprietary
Information if Employer or its vendor or designee de -identifies and/or blinds the PBM Proprietary Information such that the information
cannot be traced or identified to a Member or CHLIC, its affiliates or their respective subcontractors. Employer shall be solely
responsible for any disclosure of PBM Proprietary Infoiniation by CHLIC to Employer or its vendor or designee, or any subsequent use
or disclosure by Employer or its vendor or designee, or services provided by the same. Notwithstanding anything herein to the contrary,
in no event will CHLIC be required to disclose to Employer, or its vendor or designee, information related to, or including, its phaiinacy
network agreements, vendor agreements or pharmaceutical manufacturer agreements.
2. Compelled Disclosures. If at any time Employer, or its vendor or designee, is required by law, court order or other valid legal process to
disclose any Confidential Information, it will promptly notify CHLIC prior to any such compelled disclosure and, upon request,
cooperate with CHLIC in seeking a protective order or other available relief to contest or limit the scope of such compelled disclosure.
3. Return or Destruction of Information. At any time upon CHLIC's request or upon expiration or termination of this Appendix A or the
Agreement, whichever occurs first, Employer will, at CHLIC's option, promptly deliver, or, as the case may be, compel its vendor or
designee to deliver, to CHLIC all PBM Proprietary Information or other Confidential Information (or such portion thereof as requested)
and not retain any copies in whole or in part of such PBM Proprietary Information or other Confidential Information, or securely destroy
or dispose, or, as the case may be, compel its vendor or designee to destroy or dispose, of those portions of documents and other
materials in any form, including electronic form, prepared by or received by the Employer or its vendor or designee, that contain or
reflect such PBM Proprietary Infouuation or other Confidential Information. Employer, or its vendor or designee, shall certify such
return and destruction, as the case may be, to CHLIC.
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DocuSign Envelope ID: 2F3130B1-00EF-4424-BC5B-2FCBC759A14C
Client Name: City of Miami
Administrative Services Only Agreement
Appendix B - Cigna Home Delivery Pharmacy Specialty Drug List
THIS SPECIALTY DRUG LIST IS CONFIDENTIAL, PROPRIETARY INFORMATION OF
CHLIC. IT IS PROVIDED SOLELY FOR EMPLOYER'S PLAN ADMINISTRATION
PURPOSES. RE -DISCLOSURE IS STRICTLY PROHIBITED EXCEPT AS OTHERWISE
PROVIDED BY APPLICABLE LAW. CHLIC RESERVES ALL LEGAL RIGHTS AND
REMEDIES TO ENFORCE THESE PROHIBITIONS ON USE AND DISCLOSURE.
The Specialty Drug List shall be provided separately to Employer, and is hereby incorporated into
the Agreement by reference, inclusive of any changes made subsequent to CHLIC's initial issuance
of the Specialty Drug List to Employer to the pharmaceutical products included on the Specialty
Drug List or the discounts pertaining to such pharmaceutical products. Upon Employer's request
on or after the Effective Date, CHLIC shall provide to Employer an updated Specialty Drug List.
Currently Marketed Specialty Drugs on this Specialty Drug List. The discounts in this Specialty Drug List
are the discounts that will be adjudicated in CHLIC's claim processing system for the drug indicated when
dispensed by Cigna Home Delivery Pharmacy, subject to all of the following.
• Any or all of the discounts in this Specialty Drug List may be adjusted by CHLIC to the extent
reasonably necessary to preserve the economic value of this Agreement as it existed immediately
prior to the occurrence of any of the following events: a major change in market conditions affecting
the pharmaceutical or pharmacy benefit management market, a drug shortage in the market, an issue
involving the safety of the drug supply, or similar market situation.
• The discounts in this Specialty Drug List are based on the terms and design of the Pharmacy Benefit
that Employer has adopted and disclosed to CHLIC. Accordingly, if Employer fails to disclose to
CHLIC, for example, that it uses or intends to use a consumer -driven health plan, a major cost -
sharing program, or a utilization management program promoting generic or OTC drugs over brand
drugs, CHLIC may adjust the discounts as it reasonably deems necessary to preserve the economic
value or benefit of this Agreement as CHLIC anticipated based on the terms and design of the
Pharmacy Benefit previously disclosed to CHLIC and prior to CHLIC's discovery of the Pharmacy
Benefit design feature that materially impacts CHLIC's discounts in this Specialty Drug List.
• The discounts in this Specialty Drug List shall not apply to Compound Drug claims, Claims that
process at U&C, direct member reimbursement (DMR) Claims, and drugs adjudicated under the
medical benefit.
• Any or all of the discounts in this Specialty Drug List may be adjusted by CHLIC to the extent
reasonably necessary to preserve the economic value of this Agreement as it existed immediately
prior to the occurrence of any of the following events: (a) there are any significant changes in the
composition of CHLIC's pharmacy network or in CHLIC's pharmacy network contract
compensation rates, or the structure of the pharmacy stores/chains/vendors that are contracted with
CHLIC, including but not limited to disruption in the retail pharmacy delivery model, or bankruptcy
of a chain pharmacy; or (b) there is a change in government laws or regulations which has a
significant impact on pharmacy claim costs; or (c) any material manufacturer -rebate contracts with
or for the benefit of CHLIC are terminated or modified in whole or in part; or (d) there is any legal
action or Law that materially affects or could materially affect the manner in which CHLIC's rebate
program is administered or an existing Law is interpreted so as to materially affect or potentially
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Client Name: City of Miami
Administrative Services Only Agreement
have a material effect on CHLIC's administration of the Pharmacy Benefit; or (e) there is a material
change in the Plan or the Plan's Pharmacy Benefit that is initiated by Employer which impacts
CHLIC's costs.
New -to -Market Specialty Products. Specialty Drug Claims, excluding limited distribution drugs, that are
for new -to -market drugs will have a minimum market -introduction guaranteed discount of 11.45% off the
drug's AWP.
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SECRETARY'S CERTIFICATE
CIGNA HEALTH AND LIFE INSURANCE COMPANY
The undersigned, a duly elected Assistant Secretary of Cigna Health and Life Insurance Company
(the "Company"), does hereby represent and certify that the following resolutions were adopted by
the Board of Directors of the Company via written unanimous consent effective December 19, 2018
and that such resolutions remain in full force and effect as of the date hereof, not having been
amended, modified or rescinded since the date of their adoption:
Signature Authority
RESOLVED, that any person holding the underwriter business title for Cigna Corporation and/or
its subsidiaries and affiliates of Contractual Agreement Unit Manager or Operations Senior
Manager is hereby authorized to enter into customer agreements, act as a registrar on insurance
policies issued by the Company, and to sign such agreements and policies for and on behalf of
the Company.
FURTHER RESOLVED, that the foregoing resolution supersedes the resolution adopted by the
Board effective as of November 11, 2005 with respect to the subject matter therein.
The undersigned further certifies that the following individuals hold the business title indicated next
to their respective name and are authorized to enter into customer agreements, act as a registrar on
insurance policies issued by the Company, and to sign such agreements and policies for and on
behalf of the Company:
Andrea M. Balestriere Operations Senior Manager
Victoria A. Sirica Operations Senior Manager
IN WITNESSS WHEREOF, I hereunto set my hand and set the seal of the Company this
27th day of November, 2019.
)),
Susan M. Metrow
Assistant Secretary
Olivera, Rosemary
From: Gandarilla, Aimee
Sent: Tuesday, July 11, 2023 8:18 AM
To: Hannon, Todd
Cc: Lee, Denise; Olivera, Rosemary; Brown, Sadie; Gibbs-Sorey, Domini
Subject: Amendment 1 to Group Benefit Health Plan RFP 369325
Attachments: PSA with Connecticut Health and Life Insurance Company.pdf
Good morning Todd,
Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an
original agreement for your records.
Thank you,
airnee garcdwriaa
Procurement Assistant
City of Miami Department of Procurement
444 SW 2' Avenue, 6th floor, Miami, FL 33130
P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com
https://miamigov.com/Government/Departments-Organizations/Procurement
1 ti
-},png, Enhancing, and Transforming our Community"
1