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HomeMy WebLinkAboutES09-352 - Original - Premera Blue Cross - Administrative Service Contract - 01/01/2009 Records Manva"'gemen'l �,KCIEIN4T\147 WASHINGTON Document r- CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Vendor Number: JD Edwards Number Contract Number: ti�9 `3�� This Is assigned by City Clerk's Office n Project Name: 4 t Z - s H ( - e g g_ l p ,\A-T- t r Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment `Contract ❑ Other; Contract Effective Date: 01 -U[ - a-OU Termination Date: I a `w l --aCUCJ`j Contract Renewal Notice (Days): 30 DJ ` �) Number of days required notice for termination or renewal or amendment Contract Manager: Department: E_L), Detail: (i.e. address, location, parcel number, tax id, etc.): GN4 q1jX1 1 101 S:Publlc\Records Management\Forms\ContractCover\adcc7832 1 11/08 R ' ADMINISTRATIVE SERVICE CONTRACT BETWEEN PREMERA BLUE CROSS AND CITY OF KENT EFFECTIVE JANUARY 1, 2009 THROUGH DECEMBER 31, 2009 (The "Contract Period") This Contract is effective by and between the group named above (hereinafter referred to as the"Plan Sponsor"), and Premera Blue Cross (hereinafter referred to as the "Claims Administrator" or"we," "us," or"our") WHEREAS, the Plan Sponsor has established an employee benefit plan (hereinafter referred to as the"Plan") which provides for payment of certain welfare benefits to and for certain eligible individuals as defined in writing by the Plan Sponsor, such individuals being hereinafter referred to as"Members", and, WHEREAS, the Plan Sponsor has chosen to self-insure the benefit program(s) provided under the Plan, and WHEREAS, the Plan Sponsor desires to engage the services of the Claims Administrator to provide administrative services for the Plan, NOW THEREFORE, in consideration of the mutual covenants and conditions as contained herein the parties hereto agree to the provisions in this Contract, including any Attachments and endorsements thereto The parties below have signed as duly authorized officers and have hereby executed this Contract If this Contract is not signed and returned to the Claims Administrator within sixty (60) days of its delivery to the Plan Sponsor or its agent, the Claims Administrator will assume the Plan Sponsor's concurrence and the Plan Sponsor will be bound by its terms IN WITNESS WHEREOF the parties hereto sign their names as duly authorized officers and have executed this Contract CITY OF KENT BY DATE IZ Title ADDRESS PREMERA BLUE CROSS BY DATE January 14, 2009 H.R. Brereton Barlow President and Chief Executive Officer P O Box 327 Seattle, WA 98111-0327 City of Kent 1 January 1,2009 1018212 r TABLE OF CONTENTS 1. DEFINITIONS..........................................................................................................................4 2. DUTIES AND RESPONSIBILITIES OF THE PLAN SPONSOR.............................................4 21 Documentation 4 22 Plan Sponsor's Fiduciary Authority 4 23 Defense of the Plan 4 24 Administrative Duties 4 25 Taxes, Assessments, and Fees 5 26 Compliance With Law 5 27 Appeals 5 28 Funding 5 3. DUTIES AND RESPONSIBILITIES OF THE CLAIMS ADMINISTRATOR.............................6 31 Administrative Duties 6 3 2 Appeals 6 33 Claims Processing 6 34 Funding Support 7 35 Annual Accounting 7 4. LIMITS OF THE CLAIMS ADMINISTRATOR'S RESPONSIBILITY.......................................7 41 Recoveries 7 4 2 Independent Contractor 7 4 3 Limits of Liability 7 6. FEES OF THE CLAIMS ADMINISTRATOR............................................................................8 51 Payment Time Limits 8 5 2 Late Payments 8 5 3 Customization Fees 8 6. AUDIT......................................................................................................................................8 7. SUBROGATION......................................................................................................................9 8. TERM OF CONTRACT............................................................................................................9 8 1 Contract Period 9 8 2 Changes to Fees 9 9. TERMINATION........................................................................................................................9 9 1 Termination With Notice 9 9 2 Contract Period Expiration 10 9 3 Termination Due to Insolvency 10 City of Kent 2 January 1,2009 1018212 4 � 94 Termination Due to Inability to Perform 10 95 Termination For Nonpayment 10 96 Plan Sponsor Liability Upon Termination 10 97 Final Accounting 10 98 Claims Runout 10 10. DISCLOSURE.....................................................................................................................11 11. OTHER PROVISIONS.........................................................................................................11 11 1 Choice of Law 11 11 2 Proprietary Information 11 11 3 Parties To The Contract 11 114 Notice 12 11 5 Integration 12 116 Assignment 12 12. ATTACHMENTS TO THE ADMINISTRATIVE SERVICE CONTRACT..............................12 ATTACHMENT A — BLUECARD® PROGRAM......................................................................... 13 Liability Calculation Method Per Claim 13 BlueCard Worldwide 14 BlueCard Fees and Compensation - Overview 14 Access Fees 14 How Access Fees Affect The Plan 14 ATTACHMENT B—CENSUS INFORMATION..........................................................................16 ATTACHMENT C — REPORTING..............................................................................................16 ATTACHMENT D— FEES OF THE CLAIMS ADMINISTRATOR..............................................17 Administration Fees 17 Brokerage Fees and Commissions (included in Administration Fee) 17 Additional Fees Error! Bookmark not defined. Claims Runout Processing Fee 17 Care Facilitation 17 Extended Post-Payment Recovery Services 18 ATTACHMENT E— BUSINESS ASSOCIATE AGREEMENT...................................................19 ATTACHMENT F—CARE FACILITATION................................................................................20 ATTACHMENT G —EXTENDED POST-PAYMENT RECOVERY SERVICES..........................21 ATTACHMENT H — DISEASE MANAGEMENT.........................................................................23 Appendix 1 Program Selection 24 City of Kent 3 January 1,2009 1018212 1. DEFINITIONS Adverse Benefit Determination Any of the following a denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit, including payment that is based on a determination of the eligibility of a Member to participate in the Plan This includes any denials, reductions, or failures to provide or make payment resulting from the application of utilization review or limitations on experimental and investigational services, medical necessity, or appropriateness of care Contract Period The period shown on the Face Page of this Contract The Contract Period begins at 12 01 a m on the starting date shown on the Face Page and ends at midnight on the ending date shown on the Face Page Effective Date The date this Contract takes effect(the first day of the Contract Period) The Effective Date is shown on the Face Page of this Contract Member A Subscriber or dependent who is eligible for coverage as stated in the Plan and who is enrolled as required in the Plan Plan The employee benefit plan established and maintained by the Plan Sponsor that is being administered under this Contract Subscriber A person who is eligible for coverage under the plan by virtue of an employee-employer relationship or other relationship between the person and the Plan Sponsor, and who is enrolled as required in the Plan 2. DUTIES AND RESPONSIBILITIES OF THE PLAN SPONSOR 2.1. Documentation The Plan Sponsor shall provide the Claims Administrator with a copy of any documents describing the benefit program(s)that the Claims Administrator needs to rely upon in performing its responsibilities under this Contract 2.2. Plan Sponsor's Fiduciary Authority The Plan Sponsor shall have final discretionary authority to determine the benefit provisions and to construe and interpret the terms of the Plan The Plan Sponsor shall have final discretionary authority to determine eligibility for benefits and the amount to be paid by the Plan 2.3. Defense of the Plan The Plan Sponsor shall be responsible for defending any legal action brought against the Plan, including a claim for benefits by or on behalf of any individual or entity, including but not limited to any Member or former Member, any fiduciary or other party This responsibility includes the selection and payment of counsel The Plan Sponsor shall not settle any legal action or claim without the prior consent of the Claims Administrator if the action or claim could result in the Claims Administrator being liable, including for example, any liability for contribution to or indemnification of the Plan Sponsor or other third party either directly or indirectly 2.4. Administrative Duties Unless specifically delegated to the Claims Administrator by this Contract, the Plan Sponsor shall be responsible for the proper administration of the Plan including the following a The Plan Sponsor shall provide the Claims Administrator a complete and accurate list of all individuals eligible for benefits under the benefit program(s) and to update those lists monthly The Claims Administrator shall be entitled to rely on the most recent list until it receives documentation of any change thereto City of Kent 4 January 1,2009 1018212 b The Plan Sponsor shall distribute to all eligible Members all appropriate and necessary materials and documents, including but not limited to benefit program booklets, summary plan descriptions, material modifications, enrollment applications and notices required by law or that are necessary for the operation of the Plan c. The Plan Sponsor shall provide the Claims Administrator with any additional information necessary to perform its functions under this Contract as may be requested by the Claims Administrator from time to time d If the Plan Sponsor writes or revises its benefit booklet, the Claims Administrator must review and approve in advance the draft of the benefit booklet that is printed and distributed to Members The Plan Sponsor must also include BlueCard disclosure language approved by the Blue Cross Blue Shield Association in its booklet 2.5. Taxes, Assessments, and Fees The Plan Sponsor shall be responsible for all taxes, assessments and fees levied by any local, state or federal authority in connection with the Claims Administrator's duties pursuant to this Contract 2.6. Compliance With Law • The Plan Sponsor shall be responsible for the Plan's continuing compliance with all applicable federal, state and local laws and regulations, as currently amended These include but are not limited to • The Internal Revenue Code • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) • The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) • Law and regulations governing the treatment and benefits of members covered by Medicare The Plan Sponsor, and not the Claims Administrator, is the"plan administrator"and the"plan sponsor"for purposes of all federal laws that apply to the Plan Sponsor and impose duties or obligations on such entities The Plan Sponsor shall be responsible for determining whether it is subject to COBRA and, if so, for notifying Members of their COBRA rights both initially and upon the occurrence of a qualifying event, for calculating and collecting premiums for COBRA continuation of coverage and for promptly notifying the Claims Administrator when an individual is no longer eligible for COBRA continuation of coverage If the Plan Sponsor is subject to ERISA, the Plan Sponsor is responsible to prepare and maintain its ERISA plan document • If the Plan Sponsor elects to opt out of compliance with certain federal mandates as allowed by HIPAA, the Plan Sponsor is responsible to file its opt-out with federal regulators for each contract period and to notify Members of the opt-out in accordance with federal law and regulations then in effect The Plan Sponsor agrees to hold the Claims Administrator and the Network harmless for any and all consequences arising from the Plan Sponsor's failure to file an opt-out as required by law for a given contract period, errors in the opt-out filing, or failure to notify a Member as required by federal law 2.7. Appeals If an adverse decision is made in the Claims Administrator's second level of review, the Plan Sponsor shall offer the Member a review by an Independent Review Organization (IRO) The Plan Sponsor shall pay all costs of the IRO review 2.8. Funding The Plan Sponsor shall be solely liable for all benefits payable to members under the Plan that are subject to this Contract The Plan Sponsor agrees to the following a Provision Of Funds The Plan Sponsor shall maintain adequate funds from which the total cost of all claims for each preceding week will be paid to the Claims Administrator by wire transfer Funds must be provided within forty-eight(48) hours of phone notification by the Claims Administrator to a person designated by the Plan Sponsor City of Kent 5 January 1,2009 1018212 b Late Payments If timely payment for the claims is not received by the Claims Administrator, the Plan Sponsor shall pay the Claims Administrator a daily late charge This late charge is calculated from the first day following the forty-eight(48) hour period stated above This late charge is based on the average monthly prime rate posted by Bank of America/Nations Bank during the Contract Period, plus two (2) percent on the amount of the late payments for the number of days late Late charges are due at the end of the Contract Period as part of the annual accounting or, if earlier, upon termination of the Contract c Notices Notices required by this subsection and subsection 3 4 shall be by fax, e-mail, or telephone, as agreed upon in writing by the Plan Sponsor and the Claims Administrator 3. DUTIES AND RESPONSIBILITIES OF THE CLAIMS ADMINISTRATOR 3.1. Administrative Duties The Claims Administrator agrees to perform the following administrative services for the Plan Sponsor The Claims Administrator shall a assist in the preparation and printing of the benefit program booklets, identification cards, and other materials necessary for the operation of the Plan, and distribute identification cards to Members The Claims Administrator shall be responsible to include approved BlueCard program disclosure language in the booklets it prepares If the Plan Sponsor prepares its own booklets, the Claims Administrator shall provide approved language to the Plan Sponsor for inclusion in the booklets, b perform reasonable internal audits as stated in section 6 of this Contract , c answer inquiries from the Plan Sponsor, Members, and service providers regarding the terms of the Plan, although final authority for construing the terms of the Plan's eligibility and benefit provisions is the Plan Sponsor's, d prepare and provide the Plan Sponsor with reports of the operations of the Plan in accordance with "Attachment C—Reporting", e coordinate with any stop-loss insurance carrier, f when "preferred provider"or"network provider" benefits are provided, maintain a network of hospital and professional providers, paid claims will reflect any applicable provider discounts, g perform care facilitation services as identified in "Attachment F—Care Facilitation " h provide a Certificate of Group Health Coverage to Members when their coverage under this Plan terminates or upon their request within 24 months of termination 3.2. Appeals a The Claims Administrator shall review and respond to the initial appeals of Adverse Benefit Determinations (see section 1) as described in the benefit booklet provided by the Claims Administrator for this Plan b The Claims Administrator shall also provide a second review of adverse appeal decisions made after its initial review This review will be conducted as described in the benefit booklet provided by the Claims Administrator for this Plan c If an adverse decision is made in the Claims Administrator's second level of review, the Claims Administrator also agrees to facilitate a review of the appeal by an Independent Review Organization (IRO) on behalf of the Plan Sponsor The Claims Administrator will submit all documentation regarding the appeal to the IRO and work with the IRO as needed to complete its review The Claims administrator shall pass all costs of the IRO review on to the Plan Sponsor 3.3. Claims Processing The Claims Administrator shall process all eligible claims incurred after the Effective Date of this Contract which are properly submitted in accordance with the procedures set forth in the Plan Sponsor's benefit booklet City of Kent 6 January 1,2009 1018212 t The Claims Administrator shall make reasonable efforts to determine that a claim is covered under the terms of the Plan as described in the benefit booklet, to apply the coordination of benefits provisions, identify subrogation claims, and make reasonable efforts to recover subrogated amounts administratively as stated in section 7 of this Contract, and prepare and distribute benefit payments to Members and/or service providers 3.4. Funding Support The Claims Administrator shall follow the steps below to facilitate the Plan Sponsor's funding of its Plan a Claim payment checks will be issued on the Claims Administrator's check stock However, as stated in subsection 2 8 above, the responsibility for funding benefits is the Plan Sponsor's and the Claims Administrator is not acting as an insurer b The Claims Administrator shall notify the Plan Sponsor weekly by telephone or electronic medium of the amount due for the prior week's claims 3.5. Annual Accounting Within 120 days of the end of the Contract Period,we shall perform an annual accounting of claims activity and report to the Plan Sponsor 4. LIMITS OF THE CLAIMS ADMINISTRATOR'S RESPONSIBILITY It is recognized and understood by the Plan Sponsor that the Claims Administrator is not an insurer and that the Claims Administrator's sole function is to provide claims administration services and the Claims Administrator shall have no liability for the funding of benefits The Claims Administrator is empowered to act on behalf of the Plan Sponsor in connection with the Plan only as expressly stated in this Contract or as mutually agreed to in writing by the Claims Administrator and the Plan Sponsor This Contract is between the Claims Administrator and the Plan Sponsor and does not create any legal relationship between the Claims Administrator and any Member or any other individual 4.1. Recoveries If, during the course of an audit performed internally by the Claims Administrator as described in subsection 3 1 b above or by the Plan Sponsor pursuant to section 6 below, any error is discovered, the Claims Administrator shall use reasonable efforts to recover any loss resulting from such error The Plan Sponsor does not cover Foot Orthotics for any diagnosis, which includes but is not limited to diabetes or corrective purposes The Claims Administrator agrees to reimburse the Plan Sponsor any Foot Orthotics claim payment made in error throughout the duration of this agreement unless such payment is recovered as stated in this subsection 4 1 4.2. Independent Contractor The Claims Administrator is an independent contractor with respect to the services being performed pursuant to this Contract and shall not for any purpose be deemed an employee of the Plan Sponsor 4.3. Limits of Liability It is recognized by the parties that errors may occur and it is agreed that the Claims Administrator will not be held liable for such errors unless they resulted from its gross negligence or willful misconduct The Plan Sponsor agrees to defend, indemnify, and hold harmless the Claims Administrator from all claims, damages, liabilities, losses, and expenses arising out of the Claims Administrator's performance of administration services under the terms of this Contract, so long as they did not arise out of the Claims Administrator's gross negligence or willful misconduct City of Kent 7 January 1,2009 1018212 5. FEES OF THE CLAIMS ADMINISTRATOR 5.1. Payment Time Limits By the first of each month, The Plan Sponsor shall pay the Claims Administrator in accordance with the fee schedule set forth in "Attachment D—Fees Of The Claims Administrator"that is incorporated herein by reference 5.2. Late Payments a If, for any reason whatsoever, the Plan Sponsor fads to make a timely payment required under this Contract by the tenth day of the month in which payment is due, the Claims Administrator may suspend performance of services to the Plan Sponsor, including processing and payment of claims, until such time as the Plan Sponsor makes the required payment, including interest as set forth in b below b In the event of late payment, the Claims Administrator may terminate this Contract pursuant to subsection 9 5 below Acceptance of late payments by the Claims Administrator shall not constitute a waiver of its right to cancel this Contract due to delinquent or nonpayment of fees c The Claims Administrator will charge interest to the Plan Sponsor on all payments received after the tenth day of the month in which they are due, including amounts paid to reinstate this Contract after termination pursuant to subsection 9 5 below, at the average prime rate posted by Bank of America/Nations Bank during the Contract Period plus two(2) percent on the amount of the late payments for the number of days late Interest will be in addition to any other amounts payable under this Contract 5.3. Customization Fees The Plan Sponsor shall pay the Claims Administrator a"customization fee"when the Plan Sponsor requests either of the following a A plan benefit configuration that the Claims Administrator has not determined to be standard for the plan type Customization fees for nonstandard plan benefits assessed at this Contract's Effective Date are listed in "Attachment D— Fees Of The Claims Administrator" b An off-anniversary benefit change, regardless of whether the desired benefit is standard for the plan type The customization fee for each off-anniversary change shall be$2,000 Customization fees for off- anniversary changes shall be invoiced separately to the Plan Sponsor For purposes of customization fees, "benefits" include eligibility, termination, continuation and benefit payment provisions, benefit terms, limitations, and exclusions, funding arrangement changes, and any other standard provisions of the Plan Fees are computed based on current administrative costs to implement and administer the benefit Customization fees for custom benefits that take effect on the Effective Date shown on the Face Page of this Contract are due and payable prior to that Effective Date Customization fees for off-anniversary benefit changes are due and payable prior to the effective date of the change 6. AUDIT Within thirty (30) days of written notice from the Plan Sponsor, the Claims Administrator shall allow an authorized agent of the Plan Sponsor to inspect or audit all records and files maintained by the Claims Administrator which are directly pertinent to the administration of the Plan for the current or most recently ended contract period Such documents shall be made available at the administrative office of the Claims Administrator during normal business hours The Plan Sponsor shall be liable for any and all fees charged by the auditor All audits shall be subject to the Claims Administrator's audit policies and procedures then in effect To the extent that the Plan Sponsor requests data and reports that are beyond the scope of the Claim Administrator's audit policies and procedures, the Plan Sponsor shall reimburse the Claims Administrator for the additional administrative costs incurred in producing such data and reports City of Kent 8 January 1,2009 1018212 Any agent or auditor who has access to the records and files maintained by the Claims Administrator shall agree not to disclose any proprietary or confidential information used in the business of the Claims Administrator 7. SUBROGATION The Claims Administrator shall make reasonable efforts to pursue subrogation claims administratively on behalf of the Plan However, the Claims Administrator shall have no affirmative duty to pursue subrogation claims beyond those specified in subsection 3 3 above The Plan Sponsor shall have the sole discretion to bring any legal claim or action to enforce the Plan's subrogation provisions The Claims Administrator will cooperate with the Plan Sponsor in the event the Plan Sponsor brings any legal action to enforce the subrogation provisions of the Plan Any costs and attorneys'fees incurred in pursuing such subrogation claims shall be the responsibility of the Plan Sponsor 8. TERM OF CONTRACT 8.1. Contract Period The term of this Contract shall be the Contract Period shown on the Face Page of this Contract Except as stated otherwise in subsection 9 3 below, the terms and conditions of this Contract and the fee schedule set forth in "Attachment D—Fees Of The Claims Administrator" are established for the Contract Period 8.2. Changes to Fees The Plan Sponsor acknowledges that the fee schedule set forth in "Attachment D—Fees Of The Claims Administrator" and the services provided for in this Contract are based upon the terms of the Plan and the enrollment as they exist on the Effective Date of this Contract Any substantial changes, whether required by law or otherwise, in the terms and provisions of the Plan or in enrollment may require that the Claims Administrator incur additional expenses The parties agree that any substantial change, as determined by the Claims Administrator, shall result in the alteration of the fee schedule, even if the alteration is during the Contract Period The phrase "any substantial change" shall include but not be limited to a a fluctuation of ten (10) percent or more in the number of Members as set forth on the census information included in "Attachment B—Census Information" which is herein incorporated by reference and made a part of this Contract, b the addition of benefit program(s) or any change in the terms of the Plan's eligibility rules, benefit provisions or record keeping rules that would increase administration costs by more than $10,000, c any change in claims administrative services, benefits or eligibility required by law that would increase administration costs by more than $10,000, d any change in administrative procedures from those in force at the inception of this Contract that is agreed upon by the parties, e any additional services which the Claims Administrator undertakes to perform at the request of the Plan Sponsor which are not specified in this Contract such as the handling of mailings or preparation of statistical reports and surveys not specified in the Claims Administrator's standard Employer Group Reporting set 9. TERMINATION 9.1. Termination With Notice The Plan Sponsor may terminate this Contract at any time by giving the Claims Administrator thirty(30) days written notice City of Kent 9 January 1,2009 1018212 9.2. Contract Period Expiration This Contract will terminate on the last day of the Contract Period or the last day of any extension of the Contract Period granted by the Plan Administrator 9.3. Termination Due to Insolvency Either party may terminate this Contract effective immediately by giving written notice to the other if a party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law,whether foreign or domestic A party is insolvent if it has ceased to pay its debts in the ordinary course of business, cannot pay its debts as they become due, or the sum of its debts is greater than the value of its property at a fair valuation 9.4. Termination Due to Inability to Perform If loss of services is caused by, or either party is unable to perform any of its obligations under this Contract, or to enjoy any of its benefits because of natural disaster, action or decrees of governmental bodies or communication failure not the fault of the affected party, such loss or inability to perform shall not be deemed a breach The party who has been so affected shall immediately give notice to the other party and shall do everything possible to resume performance Upon receipt of such notice, all obligations under this Contract shall be immediately suspended If the period of nonperformance exceeds thirty(30) days from the receipt of such notice, the party whose performance has not been so affected may, as its sole remedy, terminate this Contract by written notice to the other party effective immediately In the event of such termination, the Plan Sponsor shall remain liable to the Claims Administrator for all payments due, together with interest thereon as provided for in subsection 5 2 c above 9.5. Termination For Nonpayment The Claims Administrator may, at its sole discretion, terminate this Contract if the period of nonpayment exceeds thirty (30) days from the date the payment becomes delinquent as outline in section 5 2 c 9.6. Plan Sponsor Liability Upon Termination In the event this Contract is terminated prior to the end of the Contract Period, the Plan Sponsor shall remain liable to the Claims Administrator for all delinquent sums together with interest thereon as provided for in subsection 5 2 c above Furthermore, the Claims Administrator will have incurred fixed costs which, but for the termination,would have been recouped over the course of the Contract Period Therefore, in the event that the Contract terminates pursuant to subsections 9 1 or 9 5 above, the Plan Sponsor shall also pay the Claims Administrator as liquidated damages, and not as a penalty, an amount equal to two (2) months administration fees This monthly fee shall be determined by multiplying the rate set forth in "Attachment D—Fees Of The Claims Administrator," multiplied by the average number of Members covered by the Plan for the immediately preceding six(6) month period or such shorter period if this Contract has not been in effect for a period of six (6) months The Plan Sponsor shall remain liable for claims incurred during the Contract Period but not paid during the Contract Period and for the claims run-out processing fee set forth in the"Fees Of The Claims Administrator" attachment 9.7. Final Accounting Within one hundred twenty(120) days of termination by either party, the Claims Administrator shall deliver to the Plan Sponsor an interim accounting Within fifteen (15) months of termination the Claims Administrator shall deliver to the Plan Sponsor a complete and final accounting of the status of the Plan At the expense of the Plan Sponsor, the Claims Administrator shall make available a record of deductibles and coinsurance levels for each Member and deliver this information to the Plan Sponsor or its authorized agent 9.8. Claims Runout The Plan Sponsor continues to be solely liable for claims received by the Claims Administrator after the Contract terminates For the fifteen (1 5)-monthperiod following termination of this Contract, the Claims Administrator shall continue to process eligible claims incurred prior to termination, or adjustments to claims incurred prior to termination, that the Claims Administrator receives no more than twelve (12) months after the date of termination at the claims run-out processing fee rate set forth in "Attachment D —Fees Of The Claims Administrator" City of Kent 10 January 1,2009 1018212 The runout processing charge will be due in full with the first request for claims reimbursement made during the runout period If the Claims Administrator receives claims for Plan benefits more than twelve (12) months after the date this Contract terminates, Claims Administrator shall deny those claims If the Plan Sponsor wants to negotiate a different arrangement, the Plan Sponsor must contact the Claims Administrator no later than the start of the fourteenth month after the date this Contract terminates This"Claims Runout" provision shall survive termination of this Contract 10. DISCLOSURE It is recognized and understood by the Plan Sponsor that the Claims Administrator is subject to all laws and regulations applicable to Claims Administrators and health care service contractors It is also recognized and understood by the Plan Sponsor that the Claims Administrator is not acting as an insurer and also is not providing stop-loss insurance 11. OTHER PROVISIONS 11.1. Choice of Law The validity, interpretation, and performance of this Contract shall be controlled by and construed under the laws of the state of Washington, unless federal law applies Any and all disputes concerning this Contract shall be resolved in King County Superior Court or federal court as appropriate 11.2. Proprietary Information The Claims Administrator reserves the right to, the control of, and the use of the words"Premera Blue Cross", "MSC Incorporated as Premera Blue Cross" and all symbols, trademarks and service marks existing or hereafter established The Plan Sponsor shall not use such words, symbols, trademarks or service marks in advertising, promotional materials, materials supplied to Members or otherwise without the Claims Administrator's prior written consent which shall not be unreasonably withheld The Claims Administrator's provider reimbursement information is proprietary and confidential to the Claims Administrator and will not be disclosed to the Plan Sponsor unless and until a separate Confidentiality Agreement is executed by the parties For the purposes of this section, "provider reimbursement information" means data containing directly or indirectly (a) diagnostic, procedures or other code sets, and (b) billed amount, allowed amount, paid amount or any other financial information for network and non-network hospitals, clinics, physicians, other health care professionals, pharmacies and any other type of facility Such data may or may not specifically identify providers No other provision of this Contract or any other agreement or understanding between the parties shall supersede this provision 11.3. Parties To The Contract The Plan Sponsor hereby expressly acknowledges, on behalf of itself and all of its Members, its understanding that this Administrative Service Contract constitutes a Contract solely between the Plan Sponsor and the Claims Administrator, that the Claims Administrator is an independent corporation operating under a license with the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans (the "Association") permitting the Claims Administrator to use the Blue Cross Service Mark in the States of Washington and Alaska, and that the Claims Administrator is not contracting as the agent of the Association. The Plan Sponsor further acknowledges and agrees that it has not entered into this Administrative Service Contract based upon representations by any person other than the Claims Administrator, and that no person, entity or organization other than the Claims Administrator shall be held accountable or liable to the Plan Sponsor for any of the Claims Administrator's obligations to the Plan Sponsor created under this Administrative Service City of Kent 11 January 1,2009 1018212 Contract This provision shall not create any additional obligations whatsoever on the Claims Administrator's part other than those obligations created under other provisions of this Administrative Service Contract 11.4. Notice Except for the notice given pursuant to the "Funding" subsection of section 2, any notice required or permitted to be given by this Contract shall be in writing and shall be deemed delivered three (3) days after deposit in the United States mail, postage fully prepaid, return receipt requested, and addressed to the other party at the address as shown on the face page of this Contract or such other address provided in writing by the parties 11.5. Integration This Contract, including any appendices or attachments incorporated herein by reference, embodies the entire Contract and understanding of the parties and supersedes all prior oral and written communications between them Only a writing signed by both parties hereto hereof may modify the terms 11.6. Assignment Neither party shall assign this Contract or any of its duties or responsibilities hereunder without the prior written approval of the other 12. ATTACHMENTS TO THE ADMINISTRATIVE SERVICE CONTRACT The following attach to and become part of the body of this Contract and they are herein incorporated by reference ATTACHMENT A — BLUECARD® PROGRAM ATTACHMENT B—CENSUS INFORMATION ATTACHMENT C—REPORTING ATTACHMENT D—FEES OF THE CLAIMS ADMINISTRATOR ATTACHMENT E—BUSINESS ASSOCIATE AGREEMENT ATTACHMENT F—CARE FACILITATION ATTACHMENT G —EXTENDED POST-PAYMENT RECOVERY SERVICES ATTACHMENT H —DISEASE MANAGEMENT City of Kent 12 January 1,2009 1018212 ATTACHMENT A — BLUECARDO PROGRAM Premera Blue Cross, like all Blue Cross and/or Blue Shield Licensees, participates in a program called "BlueCard " Whenever Members access health care services in Clark County, Washington or outside Washington and Alaska, the claim for those services may be processed through BlueCard and presented to us for payment Payment is made according to the terms and limitations of your plan document and network access rules in the BlueCard Policies then in effect Under BlueCard, when Members receive covered services within the area served by another Blue Cross and/or Blue Shield Licensee (called the"Host Blue" in this section), Premera Blue Cross remains responsible for fulfilling our obligations under this contract The Host Blue will only be responsible for such services as contracting with providers and handling all interaction with contracting providers The Host Blue must perform these duties in accordance with applicable BlueCard Policies The financial terms of BlueCard are described generally below Liability Calculation Method Per Claim The amount the Member pays for covered services obtained in Clark County, Washington or outside Washington and Alaska through BlueCard is calculated on the lower of 1) the billed charges for the covered services, or 2) the"negotiated price"that the Host Blue passes on to Premera Blue Cross for the covered services Most often, the Plan Sponsor's liability for covered services processed through BlueCard is calculated on the same amount on which the Member's liability is calculated However, in rare cases required by the Host Blue's contract with the provider, the Plan Sponsor's liability will be calculated on the Host Blue's negotiated price even when that price exceeds the billed charge The methods used to determine the negotiated price will vary among Host Blues according to the terms of their provider contracts Often, the negotiated price will consist of a simple discount, which reflects the actual price allowed as payable by the Host Blue But, sometimes, it is an estimated price that factors in the Host Blue's expected settlements, withholds, any other contingent payment arrangements and non-claims transactions with the Member's health care provider or with a specified group of providers The negotiated price may also be a discount from billed charges that reflects an average expected savings with the Member's health care provider or a specified group of providers The price that reflects average savings may result in greater variation above or below the actual price than will the estimated price In accordance with national BlueCard policy, these estimated or average prices will also be adjusted from time to time to correct for overestimation or underestimation of past prices However, the amount on which the Member's and the Plan Sponsor's payments are based remains the final price for the covered services billed on that claim In addition, if the Host Blue's negotiated price is an estimated or average price, as described above, some portion of the amount the Plan Sponsor pays may be held in a variance account by the Host Blue, pending settlement with its contracting providers Because all amounts paid are final, any funds held in a variance account do not belong to the Plan Sponsor and are eventually exhausted by provider settlements and through prospective adjustments to the negotiated prices Some states may mandate a surcharge or a method of calculating what Members must pay on a claim that differs from BlueCard's usual method noted above and is not pre-empted by federal law If such a mandate is in force on the date the Member received care in that state, the amounts the Member and the Plan Sponsor must pay for any covered services will be calculated using the methods required by that state's mandate Such methods might not reflect the entire savings expected on a particular claim The calculation methods described above in this section do not apply to BlueCard Worldwide claims Under BlueCard, recoveries from a Host Blue or from contracting providers of a Host Blue can arise in several ways Examples are antifraud and abuse audits, provider/hospital audits, credit balance audits, utilization review refunds, and unsolicited refunds In some cases, the Host Blue will engage third parties to assist in discovery or collection of recovery amounts The fees of such a third party are netted against the recovery Recovery amounts, net of any fees, will be applied in accordance with applicable BlueCard Policies,which generally require correction on a claim-by-claim or prospective basis City of Kent 13 January 1,2009 1018212 BlueCard Worldwide® If Members are outside the United States, the Commonwealth of Puerto Rico, Jamaica and the British and U S Virgin Islands, they may be able to take advantage of BlueCard Worldwide BlueCard Worldwide is unlike the national BlueCard program in certain ways For instance, although BlueCard Worldwide provides a network of contracting hospitals, it offers only referrals to doctors When receiving care from doctors, Members will have to submit claim forms on their own behalf to obtain reimbursement for the services provided through BlueCard Worldwide BlueCard Fees and Compensation - Overview The Plan Sponsor understands and agrees to the following a To pay certain fees and compensation to us which we are obligated under BlueCard to pay to the Host Blue, to the Blue Cross and Blue Shield Association, or to the BlueCard vendors These fees are billed to the Plan Sponsor as shown in "Attachment D—Fees Of The Claims Administrator" b That fees and compensation under BlueCard may be revised from time to time without the Plan Sponsor's prior approval in accordance with the Blue Cross and Blue Shield Association's standard provisions for revising fees and compensation under BlueCard Some of these fees and compensation are charged each time a claim is processed through BlueCard Examples of these are access fees (see"Access Fees"and "How Access Fees Affect The Plan" below), administrative expense allowance fees, Central Financial Agency Fees, and ITS Transaction Fees Also, some of these claim- based fees, such as the access fee and the administrative expense allowance fee, may be passed on to the Plan Sponsor as an additional claim liability Fees not charged for each claim are an 800 number fee and a fee for providing provider directories Access Fees Host Blues may charge the Claims Administrator an access fee for making their discounted rates and the resulting savings available on claims incurred by the Plan Sponsor's Members Access fees are based on the difference between the amount paid by the Host Blue and the amount this Plan would have paid if it had dealt with the out-of-area provider directly The access fee, if one is charged, may equal up to 10 percent of the Host Licensee's discount/differential savings, but may not exceed $2,000 per claim The access fee may be charged only if the Host Blue's arrangement with the provider prohibits billing Members for amounts in excess of the discounted rate However, providers may bill for deductibles, coinsurance, amounts in excess of stated benefit maximums, and charges for noncovered services In the event a participating provider discount cannot be passed along to the Member, no discount or access fee will apply How Access Fees Affect The Plan When the Claims Administrator is charged an access fee, it will be charged to the Plan Sponsor as a claims expense If the Claims Administrator receives an access fee credit, it will be given to the Plan Sponsor as a claims expense credit Access fees are considered a claims expense because they represent claims dollars the Plan Sponsor is unable to avoid paying Instances may occur in which the Claims Administrator does not pay a claim (or pays only a small amount) because the amounts eligible for payment were applied to the deductible and/or coinsurance In these instances, the Claims Administrator will pay the access fee and pass it along to the Plan Sponsor as a claims expense even though little or none of the claim was paid City of Kent 14 January 1,2009 1018212 ATTACHMENT B - CENSUS INFORMATION Administration Fees, effective January 1, 2009, are based on the following Number of Active and Retired Members: Employee Spouse Children Active 778 508 843 Retirees 68 14 0 Number of COBRA Members: Employee Spouse Children COBRA 7 5 6 Other Carriers Offered: Group Health Cooperative City of Kent 15 January 1,2009 1018212 ATTACHMENT C - REPORTING A standard package of reports covering the Contract Period will be provided to the Plan Sponsor within the fees set forth in "Attachment D—Fees Of The Claims Administrator" The reports will cover • Earned premium • Paid claims • Census data • Claims summaries by • Provider type • Service type • Coverage type Please note that reports,format, and content may be modified from time to time as needed City of Kent 16 January 1,2009 1018212 ATTACHMENT D - FEES OF THE CLAIMS ADMINISTRATOR Pursuant to the Administrative Service Contract, the Plan Sponsor shall pay the Claims Administrator the fees, as set forth below, for administrative services Administration Fees: Multi-Year Administration Fee Agreement 2009 2010 2011 Medical Fee(includes Washington Business &Occupation tax) $48 59 $51 53 $53 55 Network Management Fee $6 60 $6 86 $7 13 Total $55 19 $58 39 $60 68 Note 2010 and 2011 total administration fees stated above reflect a $1 00 charge due to stop loss coverage not being carried by LifeWise Assurance Company In the event stop loss is purchased through LifeWise Assurance Company in 2010 or 2011, the stated fee will be reduced by$1 00 for the applicable year Disease Management Program Fees (not included in Administration Fee): $6 41 PMPM Brokerage Fees and Commissions (not included in Administration Fee): (Medical) $2 00 PEPM Claims Runout Processing Fee: The charge for processing runout claims is an amount equal to the active administration fee at the time of termination, times the average number of subscribers for the 3-month period preceding the termination date, times two BlueCard Fee Amount: BlueCard Fees are tracked and billed as part of the annual accounting for the Contract Period Care Facilitation: Included in Administration Fee See"Attachment F—Care Facilitation"for an overview of services provided City of Kent 17 January 1,2009 1018212 Extended Post-Payment Recovery Services: Claims Administrator will perform the services listed below on a pay-for-performance, contingent fee ("Contingent Fee") basis, which shall be calculated as a percentage of the gross amount recovered with respect to any particular claim See"Attachment G — Extended Post-Payment Recovery Services"for an overview of services provided Post Payment Recovery Contingent Fee Category Coordination of Benefits 20% Subrogation 20% unless claim requires engagement of outside counsel, in which case the Contingent Fee amount shall be 35% Provider Billing Errors 20% Credit Balance 20% Hospital Billing and Chart Review 20% a The Plan Sponsor may terminate the Calypso extended services section of this agreement at any point throughout the contract period within 30 days written notice to the Claims Administrator b The Plan Sponsor can request that any subrogation case the Claims Administrator is pursuing on their behalf be dropped immediately with written notice from the Plan Sponsor c Continue Calypso Extended Recovery Services but reduce recovery fee to 20% d Remove Medicare COB and Other Insurance recoveries from the Extended Services Category on the basis, City of Kent works with Premera to provide accurate eligibility information on their Retiree population and capturing other coverage information from all City of Kent employees e Place a cap of$15,000 per claim which will only apply to the subrogation claims, with the caveat if claim has to go outside the typical recovery services and requires that legal council be involved, Premera can charge City of Kent for those related fees Premera has agreed to give City of Kent the option to approve claims that are referred out to legal council City of Kent 18 January 1,2009 1018212 ATTACHMENT E - BUSINESS ASSOCIATE AGREEMENT The Plan Sponsor should keep its signed business associate agreement behind this page City of Kent 19 January 1,2009 1018212 ATTACHMENT F - CARE FACILITATION Claims Administrator agrees to provide the following care facilitation programs for the fees shown in "Attachment D—Fees Of The Claims Administrator" Service Description Care Management Prospective and retrospective review for medical Clinical review necessity, appropriate application of benefits Prospective review is not mandatory for provision of benefits Voluntary program to provide cost-effective alternatives for Case management care of complex or catastrophic conditions This service also educates members and assists members and providers in managing breast & lung cancer Includes preventive care programs for members Health Awareness Education immunization reminders, cancer screening reminders, and health education and information Includes provision of evidence-based clinical practice and Quality Programs preventive care guidelines to members and providers, chart tools, and quality of care program activities Prescription drug formulary Development of formulary and access to providers and promotion members on-line Physician-based pharmacy Physician education on cost-effective prescribing management ePocrates Software to provide physicians with up-to-date drug and plan formulary information Education for members using multiple drugs to review Polypharmacy prescriptions with their providers to decrease incidences of adverse drug interactions Follow-up with members and physicians to minimize Point-of-sale Pharmacy inappropriate or excessive drug therapies identified when drugs are dispensed Demand Management Round-the-clock access for members to RNs to answer questions about health care City of Kent 20 January 1,2009 1018212 ATTACHMENT G - EXTENDED POST-PAYMENT RECOVERY SERVICES Claims Administrator shall provide a set of Extended Post Payment Recovery Services to the Plan Sponsor as described below Claims Administrator will perform these services on a pay-for-performance, contingent fee ("Contingent Fee") basis, which shall be calculated as a percentage of the gross amount recovered with respect to any particular claim Contingent Fees are shown in "Attachment D— Fees Of The Claims Administrator" Post Payment Recovery Explanation of Services Category Claims Administrator's investigators and auditors will work to identify and pursue overpayments due to member's missing or inaccurate COB information Claims Administrator utilizes questionnaires and Coordination of Benefits interviews with providers, employers and members to determine if Plan Sponsor is the primary or secondary insurer Claims Administrator's investigators, auditors and attorneys identify and pursue overpayments due to Subrogation opportunities Claims Administrator's research to obtain accurate subrogation information and determine group's subrogation rights include questionnaires and interviews with providers, employers and members as well as a review of medical records For verified overpayments Claims Administrator Subrogation manages attorney and member notification, files necessary liens, coordinates case documentation, and provides representation for arbitration hearings The Plan Sponsor will be pre-notified of Claims Administrator's intent to file suit and retains the right to authorize or deny any legal action Claims Administrator's post-payment editing programs and investigators and auditors perform additional screens and tests where billing information is inconsistent with agelservices rendered or where Provider Billing Errors there appears to be up-coding or unbundling of services A recovery process is then employed to request and recover verified overpayments This service requires an on-site review of the provider's financial records and discussions with their staff Credit balances are verified as owed to Plan Sponsor and the source of the credit is determined The Credit Balance credit is reviewed with the provider and approved for payment back to Claims Administrator or the Plan Sponsor This service requires an on-site review of the member's medical charts Hospital Billing and Chart and interviews with provider staff by registered nurses Calypso out- Review sources the on-site review work to an independent vendor who ensures that City of Kent 21 January 1,2009 1018212 Post Payment Recovery Explanation of Services Category • Service is consistent with diagnosis and billing is consistent with services • There has been no unbundling of services, diagnosis up-coding or billing maximization • Services rendered were prescribed by the physician and the doctor's notes were signed • Standardized billing and payment policies were used Calypso provides support for this vendor's efforts as well as processes all recoveries City of Kent 22 January 1,2009 1018212 ATTACHMENT H — DISEASE MANAGEMENT Claims Administrator agrees to make available to the Group certain Disease Management Services provided by Healthways, Inc ("ANSI") as more particularly described in Appendix 1 attached hereto and incorporated herein (the "Services') Under its agreement with the Claims Administrator, AHSI, in its sole and absolute discretion, may upgrade or otherwise modify its Services Information and Data. • Initial Information. For Groups who have had Administrative Services provided by the Claims Administrator for a period of 36 months or longer, the Claims Administrator will provide to AHSI on Group's behalf, a claims and eligibility data set determined necessary by AHSI and the Claims Administrator in mutually agreeable electronic format, for all Eligible Members for the prior thirty-six (36) months from anticipated Effective Date, or the period for which data is available, whichever is shorter This data shall be provided 90 days prior to the Group Effective Date through the date such file is produced For Groups for whom the Claims Administrator does not have such data as determined necessary by AHSI and the Claims Administrator for the prior thirty-six(36) month period, the Group will attempt to obtain such data from the Group's previous health plan(s), 90 days prior to the Group Effective Date AHSI and the Claims Administrator will cooperate with Group's effort in obtaining such data All such data shall be provided by the Group directly to AHSI in a mutually agreeable electronic format In the event AHSI charges the Claims Administrator for accepting such data, the Claims Administrator shall be entitled to pass such costs through to the Group • Failure or Inability to Provide Data The Parties recognize that the provision of data referenced above is critical to the success of the disease management services Therefore, the Group agrees that its failure to provide all data referenced above in a timely fashion may, at the Claims Administrator's option, affect the terms, range and availability of Services available to the Group In the event that at least twenty-four(24) months of historical data is not available, then the Claims Administrator shall adjust reporting and measurement requirements for such Group General Provisions • The parties understand, acknowledge and agree that the services provided to the Group hereunder are designed for application generally to the entire population of Group members eligible for such services and not for application to each and every such member Neither the Claims Administrator nor AHSI represent or warrant that the services provided pursuant to this Attachment will be applied or made with respect to each and every eligible member The Claims Administrator and AHSI will, however, use commercially reasonable efforts in their attempt to apply such services so that as many eligible members receive such services as appropriate and practicable • Severability In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Attachment shall remain valid and enforceable according to its terms City of Kent 23 January 1,2009 1018212 Appendix 1 Program Selection Elected Package Package C (Enhanced) Diabetes, Heart Failure, Coronary Artery Disease, Chronic Obstructive Pulmonary Disease,Asthma, Impact Conditions City of Kent 24 January 1,2009 1018212 REQUEST FOR MAYOR'S ,SIGNATURE KENT Please FIII in All Applicable Boxes WASHINGTON Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator. (6 zLJL Phone (Originator): �Q—QQ Date Sent: a�l _ Qc'j Date Required: Return Signed Document to. CONTRACT TERMINATION DATE: a l W VENDOR NAME: m.��� i DATE OF COUNCIL APPROVAL--_- 2/ Brief Explanation of Document: aPriq ,T- (11 All Contracts Must Be Routed Through the Law Department (This Area to be Completed By the Law Department) Received: C Approval of City Attorney: � City Attorney Comments: Date Forwarded to M or: &6� Shaded Areas o omp eted by Administration Staff Recommendations & Comments- --- Disposition: Date Returned: . Iage5870 2/04