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HomeMy WebLinkAboutHR18-008 - Amendment - #5 - Premera Blue Cross - Administrative Service Contract - 1/1/2023 ADMINISTRATIVE SERVICE CONTRACT BETWEEN PREMERA BLUE CROSS AND CITY OF KENT EFFECTIVE JANUARY 1, 2023 THROUGH DECEMBER 31, 2023 (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: +AcA2 Title ADDRESS: PREMERA BLUE CROSS BY: DATE: January 1, 2023 Jeffrey Roe President and Chief Executive Officer P.O. Box 327 Seattle, WA 981 1 1-0327 ADSERV-ASC(01-2023) TABLE OF CONTENTS 1. DEFINITIONS...........................................................................................................................................1 2. DUTIES AND RESPONSIBILITIES OF THE PLAN SPONSOR.............................................................3 2.1. Documentation................................................................................................................................3 2.2. Plan Sponsor's Fiduciary Authority.................................................................................................3 2.3. Defense of the Plan.........................................................................................................................3 2.4. Administrative Duties......................................................................................................................3 2.5. Taxes, Assessments,And Fees .....................................................................................................4 2.6. Compliance With Law.....................................................................................................................4 2.7. Appeals...........................................................................................................................................5 2.8. Funding...........................................................................................................................................5 3. DUTIES AND RESPONSIBILITIES OF THE CLAIMS ADMINISTRATOR.............................................5 3.1. Administrative Duties......................................................................................................................5 3.2. Appeals...........................................................................................................................................6 3.3. Claims Processing ..........................................................................................................................7 3.4. Funding Support..............................................................................................................................7 3.5. Participation In Class Action Suits..................................................................................................7 4. LIMITS OF THE CLAIMS ADMINISTRATOR'S RESPONSIBILITY.......................................................8 4.1. Recoveries......................................................................................................................................8 4.2. Independent Contractor..................................................................................................................8 4.3. Limits of Liability..............................................................................................................................8 5. FEES OF THE CLAIMS ADMINISTRATOR............................................................................................8 5.1. Payment Time Limits.......................................................................................................................8 5.2. Late Payments................................................................................................................................8 5.3. Customization Fees ........................................................................................................................9 6. AUDIT.......................................................................................................................................................9 7. TERM OF CONTRACT............................................................................................................................9 7.1. Contract Period...............................................................................................................................9 7.2. Changes to Fees...........................................................................................................................10 8. TERMINATION.......................................................................................................................................10 8.1. Termination With Notice................................................................................................................10 8.2. Contract Period Expiration............................................................................................................10 8.3. Termination Due to Insolvency.....................................................................................................10 8.4. Termination Due to Inability to Perform ........................................................................................10 8.5. Termination For Nonpayment.......................................................................................................11 8.6. Plan Sponsor Liability Upon Termination......................................................................................11 8.7. Claims Runout...............................................................................................................................11 City of Kent January 1,2023 1018212 9. DISCLOSURE........................................................................................................................................11 10. OTHER PROVISIONS..........................................................................................................................11 10.1. Choice of Law.............................................................................................................................11 10.2. Proprietary Information................................................................................................................11 10.3. Parties To The Contract..............................................................................................................12 10.4. Notice..........................................................................................................................................12 10.5. Integration...................................................................................................................................12 10.6. Assignment.................................................................................................................................12 10.7. Survival .......................................................................................................................................12 10.8. Independent Contractors ............................................................................................................12 11. ATTACHMENTS TO THE ADMINISTRATIVE SERVICE CONTRACT..............................................13 ATTACHMENT A—OUT-OF-AREA SERVICES .......................................................................................14 ATTACHMENT B—CENSUS INFORMATION ..........................................................................................17 ATTACHMENT C—REPORTING...............................................................................................................18 ATTACHMENT D—FEES OF THE CLAIMS ADMINISTRATOR..............................................................19 ATTACHMENT E—BUSINESS ASSOCIATE AGREEMENT....................................................................22 ATTACHMENT F—CARECOMPASS3600 ................................................................................................23 Appendix 1 Care Facilitation Services..................................................................................................24 Appendix 2 Personal Health Support Services.....................................................................................26 Appendix 3 BestBeginnings Maternity Program...................................................................................27 Appendix 4 Neonatal Intensive Care Risk Assessment and Case Management.................................28 Appendix 5 Chronic Condition Management Program .........................................................................29 ATTACHMENT G—EXTENDED PAYMENT INTEGRITY SERVICES......................................................30 ATTACHMENT H—PREMERA VALUE-BASED PROVIDER ARRANGEMENTS...................................32 ATTACHMENT I—SURPRISE BILLING PROTECTION...........................................................................33 ATTACHMENT J—PERFORMANCE GUARANTEES..............................................................................35 City of Kent January 1,2023 1018212 1. DEFINITIONS Administration Fee Guarantee Period The multi-year period during which the Claims Administrator's base administration fees will not exceed amounts agreed upon by the Claims Administrator and the Plan Sponsor. The Administration Fee Guarantee Period is shown in "Attachment D—Fees Of The Claims Administrator." 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 or dental necessity, or appropriateness of care. It also includes a decision to rescind a Member's coverage unless the rescission is due to nonpayment of subscription charges. Affordable Care Act The Patient Protection and Affordable Care Act of 2010 (Public Law 111-148)as amended by the Health Care and Education Reconciliation Act of 2010 (Public Law 111-152). Allowed Amount The Plan provides benefits based on the Allowed Amount for covered services. The Plan Sponsor's liability for covered services is calculated on the basis of the Allowed Amount. The Claims Administrator reserves the right to determine the amount allowed for any given service or supply unless specified otherwise in this Contract. The Allowed Amount is described below. There are different rules for dialysis, emergency care services, and air ambulance services. These rules are shown below the general rules. a. General Rules 1. Providers In Washington and Alaska Who Have Agreements With the Claims Administrator For any given service or supply, the amount these providers have agreed to accept as payment in full pursuant to the applicable agreement between the Claims Administrator and the provider. 2. Providers Outside The Service Area Who Have Agreements With Other Blue Cross Blue Shield Licensees For covered services and supplies received outside the Service Area,Allowed Amounts are determined as stated in "Attachment A—Out-of-Area Services." 3. Providers Who Don't Have Agreements With The Claims Administrator Or Another Blue Cross Blue Shield Licensee The Allowed Amount for providers in the Service Area that don't have a contract with the Claims Administrator is the least of the three (3)amounts shown below. The Allowed Amount for providers outside the Service Area that don't have a contract with the Claims Administrator or the local Blue Cross and/or Blue Shield Licensee is also the least of the three(3)amounts shown below. An amount that is no less than the lowest amount the Plan pays for the same or similar service from a comparable provider that has a contracting agreement with the Claims Administrator 125 percent of the amount allowed by Medicare, if available The provider's billed charges. Note: Ambulances are always paid based on billed charges. If applicable law requires a different Allowed Amount than the least of the three (3)amounts above, this Plan will comply with that law. b. Dialysis Due To End Stage Renal Disease 1. Providers Who Have Agreements With the Claims Administrator Or Other Blue Cross Blue Shield Licensees For any given service or supply, the amount these providers have agreed to accept as payment in full pursuant to the applicable agreement between the Claims Administrator and the provider. 2. Providers Who Don't Have Agreements With the Claims Administrator Or Another Blue Cross Blue Shield Licensee The amount the Plan allows for dialysis will be no less than 125 percent of the amount allowed by Medicare and no more than 90 percent of billed charges. City of Kent 1 January 1,2023 1018212 c. Emergency Care As applicable law requires, for specified covered services received from Non-Contracted Providers or Out-of-Network Providers at facilities that have a Contract with the Claims Administrator or the local Blue Cross and/or Blue Shield Licensee, the cost-sharing for these services shall be the same as if the services were provided by an In-Network Provider. Note: Non-contracted ground ambulances are always paid based on billed charges. Consistent with applicable laws, Members are not responsible for charges received from Non-Contracted Providers above the Allowed Amount in addition to any deductible, copays or coinsurance that may apply. d.Air Ambulance Consistent with the requirements of the Federal No Surprises Act, the cost-sharing for out of network air ambulance services shall be the same as if the services were provided by an In-Network Provider. The cost sharing amount shall be counted towards the in-network deductible, if any, and any in-network out of pocket maximum amount. Cost-sharing shall be based upon the lesser of the qualifying payment amount (as defined under the Federal No Surprises Act)or the billed amount. Claims Administrator Premera Blue Cross. 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. Grandfathered Health Plan A Plan benefit package that meets the requirements to be a"grandfathered health plan"set forth in the federal Affordable Care Act regulations. If the Plan consists of more than one (1) benefit package,the federal regulations on grandfathered plan status apply separately to each benefit package. Medically Necessary Those covered services and supplies that a physician, exercising prudent clinical judgment,would provide to a patient for the purpose of preventing, evaluating, diagnosing or treating an illness, injury, disease or its symptoms, and that are: • In accordance with generally accepted standards of medical practice; • Clinically appropriate, in terms of type, frequency, extent, site and duration, and considered effective for the patient's illness, injury or disease; and • Not primarily for the convenience of the patient, physician, or other health care provider, and not more costly than an alternative service or sequence of services at least as likely to produce equivalent therapeutic or diagnostic results as to the diagnosis or treatment of that patient's illness, injury or disease. For these purposes, "generally accepted standards of medical practice" means standards that are based on credible scientific evidence published in peer reviewed medical literature generally recognized by the relevant medical community, physician specialty society recommendations and the views of physicians practicing in relevant clinical areas and any other relevant factors. Member A Subscriber or dependent who is eligible for coverage as stated in the Plan and who is enrolled as required in the Plan. In-Network Provider A provider that is in one of the provider networks chosen by the Plan Sponsor for the Plan. Non-Contracted Provider A provider that does not have a network provider contract with the Claims Administrator or,for out-of-area providers outside Washington (excepting Clark County)and Alaska, with the local Blue Cross and/or Blue Shield Licensee. Out-Of-Network Provider A provider that is not in one of the provider networks chosen by the Plan Sponsor for the Plan. Non-Grandfathered Health Plan A Plan benefit package that does not meet the requirements to be a grandfathered health plan set forth in the federal Affordable Care Act regulations. If the Plan consists of more than one (1) benefit package, the federal regulations on non-grandfathered plan status apply separately to each benefit package. City of Kent 2 January 1,2023 1018212 PEPM "Per employee per month." Plan The employee benefit plan established and maintained by the Plan Sponsor that is being administered under this Contract. The Plan may consist of one(1)or more benefit packages. Plan Sponsor City of Kent. Program Manager Certain vendors of the Claims Administrator that provide certain administrative services. Claims Administrator arranges for the provision of services by Program Managers, as described in Attachments and Appendixes hereto, as well as other services which may include, based on your selections, provider quality performance information, supplemental networks, and outcomes-driven drug utilization review and medical drug rebate programs. Service Area The area in which the Claims administrator directly operates a provider network. This area is made up of the states of Washington (except Clark County)and Alaska 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 Except as stated in subsection 4.3, 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. Retroactive enrollments shall be effective on the most recent of three (3)dates: • The date the Member's coverage would have been validly in force • The first day of the fifth full calendar month preceding the month in which the Claims Administrator receives the request for retroactive enrollment. • If the plan is a high deductible health plan, the first day of the current calendar year Retroactive terminations of coverage shall be effective on the most recent of two(2)dates: • The date the Member's coverage would have been terminated, had notification been timely City of Kent 3 January 1,2023 1018212 • The first day of the fifth full calendar month preceding the month in which the Claims Administrator receives the request for retroactive termination. b. The Plan Sponsor shall distribute to all 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. e. In order to place calls to Members, the Claims Administrator may receive Member phone numbers provided by the Plan Sponsor or by a third party(such as a producer)on the Plan Sponsor's behalf. For the Claims Administrator and its affiliates to contact Members in accordance with telecommunication- related laws and regulations, the Plan Sponsor confirms the following with respect to Member phone numbers that the Plan Sponsor has provided or will provide to the Claims Administrator: • The Member provided his or her phone number on his or her Plan application, or otherwise provided or updated his or her phone number with the Plan Sponsor with the expectation that it will be provided to the Claims Administrator in connection with the Member's coverage under the Plan. • The Plan Sponsor only obtains phone numbers directly from the Member and not through a lookup service or other third party. • The Plan Sponsor retains contact information and will furnish that information to the Claims Administrator upon request in a timely manner. 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 of 1986, as amended • The Affordable Care Act. • The No Surprises Act, enacted as part of the Consolidated Appropriations Act, 2021 • The Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act of 2008 (MHPAEA) • 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. These include, but are not limited to, the Medicare Secondary Payer law and regulations, the Medicare Prescription Improvement and Modernization Act of 2004 (MMA), and the Medicare, Medicaid, and SCHIP Extension Act of 2007 (MMSEA). As required by MMSEA, the Plan Sponsor agrees to provide us the following information: • Employer Tax Identification Number(TIN/EIN); • Social Security Numbers(SSNs)of all Members (employees and dependents); and • Medicare Health Insurance Claim Numbers(HICNs)for all Medicare-entitled Members. To comply with the Medicare Secondary Payer law and regulations, the Plan Sponsor also agrees to notify us promptly if the Plan Sponsor experiences a change in total employee count that would change the order of liability according to federal guidelines. City of Kent 4 January 1,2023 1018212 MMA requires groups that provide prescription drug coverage to Medicare eligible individuals to provide Medicare Part D Creditable Coverage Notices, and report creditable coverage status to the Center for Medicare and Medicaid Services(CMS). 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. • The Plan Sponsor shall defend, indemnify and hold harmless Claims Administrator and its directors, officers, employees, and agents from and against any and all costs, liabilities, damages, claims, losses or expenses (including reasonable attorneys'fees)arising out of or connected to the Claims Administrator's administration of any benefit design authorized by the Plan Sponsor. The Plan Sponsor acknowledges its sole responsibility to test and design benefits compliant with all laws. • If the Plan Sponsor is a governmental entity that elects to opt out of compliance with certain federal mandates as allowed by federal law, 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 on a Member appeal results from the Plan's internal appeal process,the Plan shall offer the Member a review by an Independent Review Organization (IRO)as described in subsection 3.2. 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 and fees described herein for each preceding week will be paid to the Claims Administrator by electronic funds transfer(EFT). Funds must be provided within two (2) business days of notification by the Claims Administrator to a person designated by the Plan Sponsor. 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 period of two(2) business days stated above. This late charge is based on the average monthly prime rate posted by Claims Administrator's designated 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 or, if earlier, upon termination of the Contract. c. Notices Notices required by this subsection and subsection 3.4 shall be by secure e-mail unless another method is 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. City of Kent 5 January 1,2023 1018212 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 the plan makes use of one (1)or more of the Claims Administrator's provider networks, maintain a network of healthcare facilities and professionals as applicable to the plan design. Paid claims to such providers will reflect any applicable provider discounts; g. perform care facilitation services as identified in "Attachment F—Carecompass360°." h. manage the formulary chosen by the Plan Sponsor. i. Pharmacy Benefit Program For pharmacy benefit claims, Claims Administrator will pay Plan Sponsor a prescription drug rebate payment equal to a specific amount per paid brand-name prescription drug claim. Prescription drug rebates Claims Administrator receives from its pharmacy benefit administrator in connection with Claims Administrator's overall pharmacy benefit utilization may be more or less than the Plan Sponsor's rebate payment.The Plan Sponsor's rebate payment shall be made to the Plan Sponsor on a calendar quarterly basis unless agreed upon otherwise. The allowable charge for prescription drugs is higher than the price paid to the pharmacy benefit manager for those prescription drugs. The parties hereby agree that the difference between the allowable charge for prescription drugs and the price paid to the pharmacy benefit manager, and the prescription drug payments received by Claims Administrator from its pharmacy benefit manager, constitutes our property, and not part of the compensation payable to Plan Sponsor under this Contract, and that Claims Administrator is entitled to retain and shall retain such amounts and may apply them to the cost of its operations and the pharmacy benefit. Medical Benefit Drug Program The medical benefit drug program is separate from the pharmacy program. It includes claims for drugs delivered as part of medical services. For medical benefit drug claims,the Claims Administrator may contract with subcontractors that have rebate contracts with various manufacturers. Rebate subcontractors retain a portion of rebates collected as a rebate administration fee. The Claims Administrator retains a portion of the rebate. The Plan Sponsor's medical benefit drug rebate payment shall be made to the Plan Sponsor on an annual basis if the rebate is$500 or more. If less than $500, the Claims Administrator will retain the medical benefit drug rebate. j. The Claims Administrator, at its sole discretion, reserves the right to delegate some or all of its duties and responsibilities under this Contract to a third party. 3.2. Appeals a. The Claims Administrator shall review and respond to the initial appeals made by Members of Adverse Benefit Determinations(see section 1)as described in the benefit booklet provided by the Claims Administrator for this Plan. The Claims Administrator shall also provide a second review of adverse Member 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. b. If an adverse decision on a Member's appeal results from the Plan's internal appeal process, the Claims Administrator 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 required documentation regarding the appeal to the IRO and work with the IRO as needed to complete its review. City of Kent 6 January 1,2023 1018212 The external appeal process for Non-Grandfathered Plans will be offered and administered in accordance with the requirements of the Affordable Care Act. The Plan Sponsor is responsible for all costs charged by the IRO to perform its review. If the Plan Sponsor chooses to share that cost with Members to the extent allowed under the Affordable Care Act, the Plan Sponsor is responsible to charge and collect any such fee from a Member. 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. 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, and prepare and distribute benefit payments to Members and/or service providers. The Claims Administrator shall make reasonable efforts to identify and recover overpayments due to claim processing errors that were within its control, retroactive cancellations, or fraudulent billing practices. "Reasonable"for the purposes of this section shall be determined by the Claims Administrator. 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. Each week, the Claims Administrator shall notify the Plan Sponsor of the amount due for the prior week's claims. Notice will be by secure e-mail unless another method is agreed upon in writing by the Claims Administrator and the Plan Sponsor. 3.5. Participation In Class Action Suits The Plan Sponsor hereby delegates to the Claims Administrator the authority to participate on behalf of the Plan Sponsor, and at the Claims Administrator's sole discretion, in class action lawsuits or settlements regarding any services or supplies covered under the terms of the Plan. Examples of such services or supplies include prescription or specialty drugs or medical devices. Such participation shall be limited to those instances in which the Claims Administrator determines that it will submit a claim in the subject suit on behalf of its insured book of business. The Claims Administrator shall have no obligation to participate on behalf of the Plan Sponsor in any other lawsuit or settlement. The Claims Administrator will have no obligation to file claims on behalf of a Plan Sponsor with which the Claims Administrator does not have a contract at the time the claims for recovery are submitted. The Plan Sponsor will recover the amount it is due under the terms of the settlement in question based upon the data submitted by the Claims Administrator.Any amounts recovered by the Claims Administrator hereunder shall be net of the Claims Administrator's fee as set forth below as well as fees paid to outside counsel in connection with the lawsuit and/or settlement. For each class action lawsuit or settlement in which the Claims Administrator participates hereunder on the Plan Sponsor's behalf,the Plan Sponsor shall pay the Claims Administrator a fee representing a proportionate share of a fixed amount intending to compensate the Claims Administrator for its work in connection with pursuing recovery in these cases. The fixed amount is shown in "Attachment D—Fees Of The Claims Administrator." This fixed amount is subject to change on an annual basis with at least 60 days'advance notice to the Plan Sponsor. The amount of the Claims Administrator's fee payable by each Plan Sponsor shall be based on the proportion of the total amount recovered by the Claims Administrator on behalf of the Plan Sponsor compared to the amount recovered by Claims Administrator for all lines of business. The fee will be deducted from the amount of any recovery received on behalf of the Plan Sponsor and will in no event exceed the amount of such recovery. Payment hereunder shall be made within 60 days of the Claims Administrator's receipt of the settlement funds. The Claims Administrator shall have no obligation to forward settlement funds to any group hereunder if the amount due to the group is less than $5. The Plan Sponsor may elect to decline to participate in the Claims Administrator's recovery process related to class action lawsuits or settlements regarding any services or supplies covered under the Plan by providing the City of Kent 7 January 1,2023 1018212 Claims Administrator written notice. Except as set forth below, in the event the Plan Sponsor opts out, the Claims Administrator shall have no further obligation whatsoever to the Plan Sponsor in connection with the recovery process. The Plan Sponsor may request that the Claims Administrator gather data necessary for the Plan Sponsor to submit its own claim. In any such case,the Plan Sponsor shall pay the amount shown in "Attachment D—Fees Of The Claims Administrator"for the data-gathering services. Additionally, the Plan Sponsor shall make any such request in writing a minimum of 30 days in advance of the claim filing deadline. 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. The Claims Administrator will not administer any benefit for services that is at risk of violating state or federal law is illegal under state or federal law. 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. 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. 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." 5.2. Late Payments a. If, for any reason whatsoever, the Plan Sponsor fails to make a timely payment required under this Contract by the thirtieth 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 c. below. b. In the event of late payment, the Claims Administrator may terminate this Contract pursuant to subsection 8.5 below.Acceptance of late payments by the Claims Administrator shall not constitute a waiver of its right to cancel this Contract due to subsequent delinquent or nonpayment of fees. c. The Claims Administrator will charge interest to the Plan Sponsor on all payments received after the thirtieth day of the month in which they are due, including amounts paid to reinstate this Contract after City of Kent 8 January 1,2023 1018212 termination pursuant to subsection 8.5 below, at the average prime rate posted by Claims Administrator's designated 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$5,000. 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 and which relate to a random, statistically valid number of claims 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.Audits will be requested no more than once in every 12 consecutive months, unless the parties agree that the additional audit is needed to address a specific issue or is required by law. 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. 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. TERM OF CONTRACT 7.1. Contract Period The term of this Contract shall be the Contract Period shown on the face page of this Contract. If the Plan Sponsor and the Claim Administrator agree to extend the Contract for another contract period by means of an amendment, the term of this Contract shall be the Contract Period shown on the amendment. Except as stated otherwise in this section and in subsection 7.2 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. Midyear benefit or administrative changes (other than those in 8.2.a.6.) require thirty(30)days advance written notice and the advance approval of the Claims Administrator. The Claims Administrator reserves the right to amend this Contract at any time if needed to comply with applicable law or regulation. City of Kent 9 January 1,2023 1018212 7.2. 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. a. 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 after consultation with the Plan Sponsor, 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: 1. 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; 2. 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 $2,000; 3. any change in claims administrative services, benefits or eligibility required by law; 4. any change in administrative procedures from those in force at the inception of this Contract that is agreed upon by the parties; 5. 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. 6. A change in the third-party administrator, if any, used by the Plan Sponsor with respect to the benefits provided under this Contract. The Plan Sponsor will provide the Claims Administrator no less than 120 days'advance written notice of any such change. b. The Claims Administrator may also adjust the fees during the Contract Period by giving thirty(30)days advance written notice to the Plan Sponsor or its agent, if the Plan Sponsor agrees with the Claims Administrator that the fees are based in whole or in part upon a mistake that materially impacts such fees. 8. TERMINATION 8.1. Termination With Notice The Plan Sponsor may terminate this Contract at any time by giving the Claims Administrator thirty(30)days written notice. 8.2. 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 Sponsor. 8.3. 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. 8.4. 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 City of Kent 10 January 1,2023 1018212 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. 8.5. Termination For Nonpayment The Claims Administrator may, at its sole discretion,terminate this Contract effective as of a missed payment due date in the event that the Plan Sponsor fails to make a timely payment required under this Contract. 8.6. Plan Sponsor Liability Upon Termination In the event this Contract is terminated,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. 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. 8.7. Claims Runout The Plan Sponsor continues to be solely liable for claims received by the Claims Administrator after the Contract terminates. For the fifteen (15)-month period 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 runout processing fee rate set forth in "Attachment D—Fees Of The Claims Administrator." 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. 9. 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. 10. OTHER PROVISIONS 10.1. 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. 10.2. Proprietary Information The Claims Administrator reserves the right to, the control of, and the use of the words"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. City of Kent 11 January 1,2023 1018212 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 In-Network and Out-Of-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. 10.3. 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 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. 10.4. 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. 10.5. Integration This Contract, including any appendices, amendments 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. 10.6. Assignment Neither party shall assign this Contract or any of its duties or responsibilities hereunder without the prior written approval of the other. 10.7. Survival The following provisions shall survive the termination of this Contract: a. The funding of claims incurred prior to termination and processed during the runout period described in 8.7 Claims Runout.The funding provisions are described in subsections 2.8. and 3.4, and the payment of runout processing fees is described in subsection 8.7. b. The liability, hold harmless and indemnification provisions of subsection 4.3 c. The Effect on Termination section in the Business Associate Agreement 10.8. Independent Contractors All health care providers who provide services and supplies to a Member do so as independent contractors. None of the provisions of the plan or this Contract are intended to create, nor shall they be deemed or construed to create, any employment or agency relationship between the Claims Administrator and the provider of service other than that of independent contractors. City of Kent 12 January 1,2023 1018212 11. 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—OUT-OF-AREA SERVICES ATTACHMENT B—CENSUS INFORMATION ATTACHMENT C—REPORTING ATTACHMENT D—FEES OF THE CLAIMS ADMINISTRATOR ATTACHMENT E—BUSINESS ASSOCIATE AGREEMENT ATTACHMENT F—CARECOMPASS3600 ATTACHMENT G—EXTENDED PAYMENT INTEGRITY SERVICES ATTACHMENT H—PREMERA VALUE-BASED PROVIDER ARRANGEMENTS ATTACHMENT I—SURPRISE BILLING PROTECTION ATTACHMENT J—PERFORMANCE GUARANTEES ATTACHMENT K—STATE-RESTRICTED TRAVEL INDEMNIFICATION City of Kent 13 January 1,2023 1018212 ATTACHMENT A - OUT-OF-AREA SERVICES As a Licensee of the Blue Cross and Blue Shield Association (BCBSA), the Claims Administrator has arrangements with other Blue Cross and/or Blue Shield Licensees("Host Blues")for Members care outside the Service Area. These arrangements are called "Inter-Plan Arrangements."The Claims Administrator is required by BCBSA to disclose the information below about these Inter-Plan Arrangements to groups with which the Claims Administrator does business. The Plan Sponsor has consented to this disclosure to permit the Claims Administrator to satisfy its contractual obligations to BCBSA. This provision defines or modifies the rights and obligations of the parties under this Contract only for the processing of claims for care outside the Service Area. The Inter-Plan Arrangements follow rules and procedures set by BCBSA. The Claims Administrator remains responsible to the Plan Sponsor for fulfilling its obligations under this Contract. A Member's receiving services through these Inter-Plan Arrangements does not change covered benefits, benefit levels, or any eligibility requirements of the Plan. The BlueCard®Program is the Inter-Plan Arrangement that applies to most claims from Host Blues' In- Network Providers. The Host Blue is responsible for contracting and handling all interactions with its In- Network Providers. Other Inter-Plan Arrangements apply to providers that are not in the Host Blues' networks(Non-Contracted Providers). This Attachment explains how the Plan pays both types of providers. Note:The Claims Administrator processes claims for the Prescription Drugs benefit directly, not through an Inter-Plan Arrangement. BlueCard Program Except for copays, the Claims Administrator will base the amount Members must pay for claims from Host Blues' In-Network Providers on the lower of the provider's billed charge for the covered services or the Allowed Amount that the Host Blue made available to the Claims Administrator. Most often, the Plan Sponsor's liability for those claims is calculated based on the same amount on which the Member's liability is calculated. However, sometimes the Host Blue's Allowed Amount may be greater than the billed charges if the Host Blue has negotiated with an In-Network Provider an exclusive allowance(such as a per-case or per-day amount)for specific services. This excess amount may be needed to secure (a)the provider's participation in the Host Blue's network and/or(b)the overall discount negotiated by the Host Blue. Because the Member never has to pay more than the billed charge,the Plan Sponsor may be liable for the amount above the provider's billed charge even when the Member's deductible, if any, has not been satisfied. Host Blues determine Allowed Amounts for covered services, which are reflected in the terms of their In- Network Provider contracts. The Allowed Amount can be one of the following: • An actual price.An actual price is a negotiated amount passed to the Claims Administrator without any other increases or decreases. • An estimated price.An estimated price is a negotiated price that is reduced or increased to take into account certain payments negotiated with the provider and other claim-and non-claim- related transactions. Such transactions may include, but are not limited to, anti-fraud and abuse recoveries, provider refunds not applied on a claim-specific basis, retrospective settlements, and performance-related bonuses or incentives. • An average price.An average price is a percentage of billed charges for the covered services representing the aggregate payments that the Host Blue negotiated with all of its In-Network Providers or its In-Network Providers in the same or similar class. It may also include the same types of claim-and non-claim-related transactions as an estimated price. The use of estimated or average pricing may result in a difference between the amount the Plan Sponsor pays on a specific claim and the actual amount the Host Blue pays to the provider. However, the City of Kent 14 January 1,2023 1018212 BlueCard Program requires that the Host Blue's Allowed Amount for a claim is final for that claim. No future estimated or average price adjustment will change the pricing of past claims. Any positive or negative differences in estimated or average pricing on a claim are accounted for through variance accounts maintained by the Host Blue and are incorporated into future claim prices.As a result, the amounts to be charged to the Plan Sponsor will be adjusted in a following year, as necessary, to account for over-or underestimation of past years'prices. The Host Blue will not receive compensation from how the estimated or average price methods, described above, are calculated. Because all amounts paid are final, neither variance account funds held to be paid in the following year, nor the funds expected to be received in the following year, are due to or from the Plan Sponsor. If this Contract terminates, the Plan Sponsor will not receive a refund or charge from the variance account. Variance account balances are small amounts compared to overall claims amounts and will be drawn down over time. Some Host Blues may retain interest earned, if any, on funds held in variance accounts. Clark County Providers Services in Clark County, Washington are processed through BlueCard. However, some providers in Clark County do'have contracts with the Claims Administrator.These providers will submit claims directly to the Claims Administrator and benefits will be based on the Claims Administrator's Allowed Amount for the covered service or supply. Value-Based Programs Members might receive covered services from providers that participate in a Host Blue's value-based program (VBP). Value-based programs focus on meeting standards for treatment outcomes, cost and quality, and coordinating care when the Member is seeing multiple providers. Some of these programs are similar to those the Claims Administrator has in Washington. Types of value-based programs are accountable care organizations, global payment/total cost of care arrangements, patient-centered medical homes and shared savings arrangements. The Host Blue may pay VBP providers for meeting standards for treatment outcomes, cost and quality, and coordinating care over a period of time called a measurement period. The Claims Administrator then passes these payments through to the Plan Sponsor. Sometimes,VBP payments are made before the end of the measurement period. The Host Blue may bill VBP payments for Members in one of two ways: • In the Allowed Amount Host Blues may adjust the Allowed Amount for VBP provider claims to include VBP payments.The actual dollar amount or a small percentage increase may be included. If the VBP pays a fee to the provider for coordinating the Member's care with other providers, the Host Blues may also bill these fees with claims.They will use a separate procedure code for care coordination fees. Members will have to pay a share of VBP payments when Host Blues include VBP charges in claims and a deductible or coinsurance applies to the claim. Members will not be billed for any VBP care coordination fees. • Billed Separately Instead of adjusting claims, some Host Blues bill VBP payments as a "per Member per month" (PMPM)charge for each Member who participates in the Value Based Program. The Claims Administrator passes these PMPM amounts on to the Plan Sponsor. Some Host Blues' claims adjustments or PMPM amounts used for VBP payments may be estimates. As a result, these Host Blues hold part of the amounts paid by the Plan Sponsor and Member in a variance account. The Host Blues will use these funds to adjust future VBP payments as explained under "BlueCard Program"above. Taxes, Surcharges And Fees In some cases, a law or regulation may require that a surcharge, tax, or other fee be applied to claims under this Plan. When this occurs, the Claims Administrator will disclose that surcharge, tax or other fee to the Plan Sponsor as part of its liability. City of Kent 15 January 1,2023 1018212 Non-Contracted Providers When covered services are provided outside the Claims Administrator's Service Area by Non-Contracted providers, the Allowed Amount will generally be based on either the Claims Administrator's Allowed Amount for these providers or the pricing requirements under applicable law. Members are responsible for the difference between the amount that the Non-Contracted Provider bills and this Plan's payment for the covered services. Please see the definition of"Allowed Amount" in Section 1 in this Contract for details on Allowed Amounts. Return of Overpayments Recoveries of overpayments can arise in several ways. Examples are anti-fraud and abuse recoveries, provider/hospital bill audits, credit balance audits, utilization review refunds, and unsolicited refunds. Recovery amounts will generally be applied on either a claim-by-claim or prospective basis. In some cases, the Host Blue will engage a third party to assist in identification or collection of recovery amounts. The fees of such a third party may be charged to the Plan Sponsor separately. The fee is usually a percentage of the amount recovered. Unless otherwise agreed to by the Host Blue, the Claims Administrator may request adjustments from the Host Blue for full refunds from providers due to the retroactive cancellation of Members, but never more than one year after the date of the Inter-Plan financial settlement process for the original claim. In some cases, recovery of claim payments associated with retroactive cancellations may not be possible if, as an example, the recovery conflicts with the Host Blue's state law or its provider contracts or would jeopardize its relationship with its providers. Blue Cross Blue Shield Global® Core If Members are outside the United States,the Commonwealth of Puerto Rico, and the U.S.Virgin Islands (the "BlueCard service area"), they may be able to take advantage of Blue Cross Blue Shield Global Core. Blue Cross Blue Shield Global Core is unlike the BlueCard Program available in the BlueCard service area in certain ways. For instance, although Blue Cross Blue Shield Global Core helps Members access a provider network, they will typically have to pay the provider and submit the claims themselves to get reimbursement for covered services. However, if Members need hospital inpatient care,the Service Center can often direct them to hospitals that will not require them to pay in full at the time of service. These hospitals will also submit the Member's claims to Blue Cross Blue Shield Global Core. Fees and Compensation In-Network Providers The Plan Sponsor understands and agrees to reimburse the Claims Administrator for certain fees and compensation which the Claims Administrator is obligated under applicable Inter-Plan Programs requirements to pay to the Host Blues, to BCBSA, and/or to Inter-Plan Programs vendors, as described below.The fees may be revised in accordance with Inter-Plan Programs standard procedures, which do not provide for prior approval by any plan sponsor. Such revisions typically are made on January 1, but may occur at any time. Revisions do not necessarily coincide with the Plan Sponsor's benefit period under this Contract. Only the "access fee"can be charged separately each time a claim is processed. The access fee is charged by the Host Blue to the Claims Administrator for making its applicable provider network available to Members. The access fee will only apply to In-Network Providers' claims. If such a fee is charged, it will be a percentage of the discount/differential the Claims Administrator receives from the Host Blue. The access fee will not exceed $2,000 for any claim. All other Inter-Plan Programs-related fees are covered by the Claims Administrator's general administration fee. See"Attachment D—Fees of the Claims Administrator." Non-Contracted Providers All fees related to Non-Contracted Provider claims are covered by the Claims Administrator's general administration fee. City of Kent 16 January 1,2023 1018212 ATTACHMENT B - CENSUS INFORMATION Administration Fees, effective January 1, 2023, are based on the following: Number of Active Members: 1,856 Employee Dependents Med ica I/Rx 694 1,162 Number of COBRA Members: 9 Employee Dependents Medical/Rx 6 3 Other Carriers Offered: None City of Kent 17 January 1,2023 1018212 I 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: • Funding revenue • 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. If the Plan Sponsor requests a report that includes information not provided in our standard package of reports or a custom format for standard data, we reserve the right to charge additional fees as needed for that report. City of Kent 18 January 1,2023 1018212 ATTACHMENT D to the Administrative Service Contract between PREMERA BLUE CROSS and City of Kent Group Number:1018212 Effective: 1/1/2023 through 12/31/2023 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: $54.64 per employee per month Administration Fee Breakdown: Base Administration Fee-LWAC Stoploss Purchased $51.37 Medical Commission $3.50 Electronic EOB Credit" -$1.00 Enhanced Controlled Substance Program-Standard $0.12 Telemedicine-General Medical and Mental Health(Virtual Care Only) $0.65 Total $54.64 Administration Fee Guarantee: The base administration fee,not including other charges such as producer fees,is guaranteed as shown below during the period from 1/1/2023 through 12/31/2024. This period shall be known as the"administration fee guarantee period." Year Amount Contract Period Begins Contract Period Ends Year 1 $51.37 1/1/2023 12/31/2023 Year 2 $52.41 1/1/2024 12/31/2024 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 monthly in addition to claims expense. Value-Based Program Payments Provider groups enter into agreements with Premera or other Blue Cross and/or Blue Shield Licensees (Host Blues)for value-based programs. Such programs include the Blue Distinction Total Care program, Global Outcomes Contracts, accountable care organizations, patient-centered medical homes, shared savings arrangements, and global payment/total cost of care arrangements. Premera and the Host Blues may pay value-based program providers for meeting the programs'standards for treatment outcomes, cost, quality, and care coordination. The Plan Sponsor shall pay the Claims Administrator a per-member- per month (PMPM)amount established for each value-based program provider group. The PMPM amount will be multiplied by the number of the Plan Sponsor's Members that are attributed to each provider group. The PMPM amounts differ between the provider groups, and may change during the Contract Period. Fee For Class Action Recoveries The Plan Sponsor shall pay the Claims Administrator a fee for its work in pursuing class action recoveries on behalf of the Plan Sponsor as described in Subsection 3.5. The fee shall be a proportionate share of $50,000, based on the proportion of the amount recovered on behalf of the Plan Sponsor compared to the total amount recovered by the Claims Administrator for all lines of business. Surprise Billing Protection Program Self-Funded Group Health Plan Opt-in Form Completion No charge Arbitration Fee, per arbitration $2,500 For representation of the Plan in arbitration proceedings initiated by a provider. All other outside counsel fees will be passed through to the Plan Sponsor. Should a provider submit arbitration claims aggregating claims from more than one client(fully insured or self-funded), the outside counsel fees will be pro-rated based upon the number of claims from the Plan as a percentage of the total number. Federal No Surprise Billing The Plan Administrator will reimburse the Claims Administrator for reasonable amounts expended by the Claims Administrator or the Blue Cross Blue Shield Association licensee that are associated with each Independent Dispute Resolution as defined under state or federal law, including but not limited to the Independent Dispute resolution entity's fee and any necessary attorneys'fees. CareCompass360° See"Attachment F—Carecompass360°"for an overview of services provided. Services are included in the Claims Administrator's Administration Fee except where stated below. Personal Health Support Not included in Administration Fee. $300 per actively engaged (See Appendix 2) Member per month of active engagement. Bestl3eginnings Maternity Engagement fee: $50 one-time fee per Member when (See Appendix 3) the Member registers for the program and downloads the mobile application High Risk Maternity Case $350 additional one-time fee for Management Members engaged in high-risk case management Neonatal Intensive Care Risk Fee waived Assessment &Case Management (See Appendix 4) City of Kent 20 January 1,2023 1018212 Extended Payment Integrity 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 or saved with respect to any particular claim. See"Attachment G—Extended Payment Integrity Services"for an overview of services provided. Payment Integrity Category Contingent Fee Coordination of Benefits 35 percent Subrogation 35 percent unless Claims Administrator, in its sole option or discretion, engages outside counsel, in which case the Contingent Fee amount shall be 35 percent,whether or not the case involves litigation or other dispute resolution process. 35 percent if, after Claims Administrator has worked a subrogation case, the Plan Sponsor takes over responsibility for the case and settles directly. In all cases, Plan Sponsor is also responsible for payment of any court costs, such as filing fees, witness fees or court reporter fees. Provider Billing Errors 35 percent Credit Balance 35 percent Hospital Billing and Chart Review 35 percent Advanced Claim Editing 35 percent City of Kent 21 January 1,2023 1018212 ATTACHMENT E - BUSINESS ASSOCIATE AGREEMENT The Plan Sponsor should keep its signed business associate agreement and any signed amendments behind this page. City of Kent 22 January 1,2023 1018212 ATTACHMENT F — CARECOMPASS3600 Claims Administrator agrees to make available to the Plan Sponsor certain components of the CareCompass360° program, which are more particularly described in the appendices attached hereto and incorporated herein. Claims Administrator, in its sole and absolute discretion, may upgrade, change Program Managers or otherwise modify these services. Fees for these services are shown in "Attachment D—Fees Of The Claims Administrator." General Provisions • The parties understand, acknowledge and agree that the services provided to the Plan Sponsor hereunder are designed only for availability to the population of Plan Sponsor Members eligible for such services and not for application to each and every Member. • 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 1,2023 1018212 Appendix 1 Care Facilitation Services Claims Administrator agrees to provide the following care facilitation services. Service Description Care Management Prospective and retrospective review for medical necessity, appropriate application of benefits. Independent medical review and independent clinical management Clinical review which may include advanced imaging (as well as Member shopping tools), radiation oncology therapy, sleep studies and genetic testing are administered by the Claims Administrator's designated Program Manager(s). 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. Round-the-clock access for Members to registered nurses NurseLine to answer questions about their health care administered by the Claims Administrator's designated Program Manager. Pharmacy 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. Our program, administered by the Claims Administrator's Enhanced Controlled Substances designated Program Manager, identifies and investigates Utilization Program (Opioid Members who show signs of drug misuse or addiction. Management) When warranted, these Members will only be able to get opioid prescriptions from a particular pharmacy and may also be restricted to one prescriber. Follow-up with Members and physicians to minimize Point-of-sale Pharmacy inappropriate or excessive drug therapies identified when drugs are dispensed. The Claims Administrator has contracted with one or more vendors(Program Managers)that uses interactive audio and video technology or using store and forward technology in real-time communication between the Virtual Care Member at the originating site and the provider for diagnoses, consultation, or treatment. Services must meet the following requirements: • Covered service under this Plan • Originating site: hospital, rural health clinic, federally qualified health center, physician's or other health care provider office, community City of Kent 24 January 1,2023 1018212 mental health center,skilled nursing facility, home, or renal dialysis center, except an independent renal dialysis center • If the service is provided through store and forward technology, there must be an associated office visit between the Member and the referring provider. • Is Medically Necessary City of Kent 25 January 1,2023 1018212 Appendix 2 Personal Health Support Services Services of the Personal Health Support program may include: • Telephonic personal health support, including a clinician designated as the participant's single point of contact for personal health support. • Engagement team triage • Periodic reporting on program enrollment and activities Eligible Health Conditions Members eligible for services include those who are classified by Claims Administrator, in its sole discretion, using its own methodology or criteria, as high-risk and/or have two(2)or more of the chronic conditions designated by Claims Administrator for the program. Claims Administrator may change the methodology for determining eligibility or terms of or criteria for eligibility, at its sole discretion, from time to time. Active Engagement The separate monthly program fee is charged only for Members who are actively engaged in personal health support services during the month. "Active engagement" means that a Member or their authorized designee (such as the parent of a minor child or an individual with power of attorney) has at least one (1) two-way conversation with their personal health support clinician in which health goals are discussed.The initial outreach contact to the Member does not count. No charges are made for a month in which there is no active engagement. City of Kent 26 January 1,2023 1018212 Appendix 3 BestBeginnings Maternity Program The BestBeginnings Maternity program offers education and support services to pregnant Members and case management for pregnant Members identified as high risk. Member participation is voluntary.The program helps educate Members about normal symptoms of pregnancy, as well as risks and problems, including warning signs. BestBeginnings Program Description The BestBeginnings program has two components: • A mobile application, administered by the Claims Administrator's designated Program Manager, for the Member's smartphone or tablet. Members can download this mobile application from the Internet after they register for the BestBeginnings program. There is no charge to the Member. The application covers important health issues in pregnancy. It provides surveys to help identify high-risk pregnancies and post-partum depression. It also offers information, tools, milestones, alerts on pregnancy-related issues, and reminders. Content is updated quarterly as needed. • The Claims Administrator will provide outreach to Members identified as having the potential for a high risk pregnancy. These Members can click in the mobile application to call one of the Claims Administrator's maternity specialists. These specialists are the Claims Administrator's personal health support clinicians who have specific maternity training. Maternity specialists are available from 6:00 a.m. to 8:00 p.m. on Monday through Friday and 9:00 a.m. to 1:00 p.m. on Saturday, Pacific time. City of Kent 27 January 1,2023 1018212 Appendix 4 Neonatal Intensive Care Risk Assessment and Case Management The Neonatal Intensive Care Unit(NICU) Program provides case management for babies admitted to the NICU. The program is administered by the Claims Administrator's designated program manager(the "Program Manager"). The Claims Administrator and/or the hospital refers Members who are admitted the NICU or a specialty care nursery to the Program Manager. The Program Manager then contacts the parents to get consent for the newborn Member to participate in the NICU Program. Member participation is voluntary. Services include: • Coordination of care for newborns throughout their stays in the NICU • Assistance with management of the baby's care from discharge to the baby's transition home • Comprehensive booklet that educates parents about the NICU and the needs of the child in the NICU • Measures health outcomes • Recommends appropriate levels of care to the Claims Administrator City of Kent 28 January 1,2023 1018212 Appendix 5 Chronic Condition Management Program The Chronic Condition Management program helps members with chronic conditions to manage them in order to live healthier lives. The Claims Administrator's Chronic Condition Management Program Manager (the Program Manager) monitors participating Members' health data and uses it to create actionable, personalized and timely coaching and reminders. The Program Manager receives Members' health data in real time via cellular technology. The Program Manager is able to share the data with the Member's doctor or someone close to the Member if the Member requests it. Personalized support and interaction are available during normal business hours. However, coaches are available to support acute events 24 hours a day, 365 days a year. Covered Services Diabetes Management: For members who have Type 1 or Type 2 diabetes. Members receive: A blood glucose meter from the Program Manager that uploads blood sugar readings to the Member's personal online account. Members must use the Program Manager's meter. A carrying case comes with the meter. • Unlimited test strips for this meter. Members can reorder test strips using the meter or online. The strips will be sent to the Member directly. • A lancing device and lancets. • Control solution • Real-time reminders to check blood sugar or to take medication, and tips based on the Member's blood sugar readings that can help keep blood sugar levels within a healthy range. • One on one live coaching and support via phone, text, e-mail, or the program manager's mobile app. Coaches are health professionals, such as dietitians or registered nurses, that are certified diabetes educators. • Health summary reports that Members can share with their doctors • The Program Manager's mobile application Access To Services • The Claims Administrator will work with the Program Manager to identify Members who meet the qualifications for the Diabetes Management program. The Claims Administrator will transmit eligibility files weekly to the Program Manager. • For the Diabetes Prevention program,the Program Manager will ask Members to complete a brief screening questionnaire to determine if the member meets eligibility criteria. Billing The Program Manager will submit medical claims for the services. Members pay nothing. The Program Manager will contact Members who stop participating in the program by phone to engage or re-engage them. If the Member does not re-engage, the Program Manager will not bill for that Member beyond the initial period. Members have the option to cancel the program at any time. City of Kent 29 January 1,2023 1018212 ATTACHMENT G - EXTENDED PAYMENT INTEGRITY SERVICES Claims Administrator, through its designated Program Manager shall provide a set of Extended Payment Integrity 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 or saved with respect to any particular claim. Contingent Fees are shown in "Attachment D—Fees Of The Claims Administrator." Payment Integrity Category Explanation of Services 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 interviews Coordination of Benefits with providers, employers and Members to determine if Plan Sponsor's Plan is primary or secondary. 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 Claims Administrator deems necessary, Claims Administrator manages attorney and Member notification, coordinates case documentation, coordinates with potentially responsible parties and provides representation for hearings. Claims Administrator will notify Plan Sponsor in the event that Claims Administrator recommends that the Plan Sponsor file suit. Plan Subrogation Sponsor retains the right to authorize or deny any legal action. Claims Administrator will not initiate legal action to enforce the plan's subrogation provision without prior approval from the Plan Sponsor. If Plan Sponsor brings any legal action on its own, Plan Sponsor will be solely responsible for the case, and (1)The Claims Administrator will cooperate with the Plan Sponsor; (2)Any court costs and attorneys' fees incurred in pursuing such subrogation claims shall be the responsibility of the Plan Sponsor; and (3) If Claims Administrator had already opened a subrogation case, Plan Sponsor shall pay Claims Administrator its subrogation fee set forth in "Attachment D—Fees Of The Claims Administrator." (If Claims Administrator had not already opened a subrogation case, no fees shall be due the Claims Administrator.) Claims Administrator's post-payment editing programs and investigators and auditors perform additional screens and tests where billing information is inconsistent with age/services 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. City of Kent 30 January 1,2023 1018212 Payment Integrity Category Explanation of Services 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 and interviews with provider staff by registered nurses. The Program Manager ensures that: • Service is consistent with diagnosis and billing is consistent Hospital Billing and Chart with services. Review • 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. This service uses software or certified coders to analyze medical claims prior to payment to determine appropriateness of billed services on a given claim and how they relate to other data on that claim, or on any historical claims. This includes: • Comparing billed service codes against number of units. • Comparing billed service codes against diagnosis codes. Advanced Claim Editing • Comparing length of stay with services provided. • Leveraging claims history to validate reasonableness of the services provided. • Leveraging industry trends and billing practices to identify issues. • Review of medical records to support services rendered. City of Kent 31 January 1,2023 1018212 ATTACHMENT H - PREMERA VALUE-BASED PROVIDER ARRANGEMENTS The Claims Administrator provides access for Members to provider groups that participate in Claims Administrator's value-based programs(VBPs).VBPs focus on improving treatment outcomes, cost and quality, and coordinating care when the Member is seeing multiple providers. The Claims Administrator pays VBP providers for meeting standards for treatment outcomes, cost and quality, and coordinating care over a period of time called a measurement period.The Claims Administrator will then pass these VBP payments through to the Plan Sponsor. City of Kent 32 January 1,2023 1018212 ATTACHMENT I - SURPRISE BILLING PROTECTION PLAN SPONSOR RESPONSIBILITIES When a self-funded plan sponsor elects to participate in Washington State's Balance Billing Protection Act,the Washington State Office of the Insurance Commissioner(OIC) requires completion of the self- funded group health plan opt-in form/attestation. The form is on the OIC website. It must be completed electronically and submitted to the OIC public website no later than 30 days prior to the date the plan sponsor wants to start its participation. That date must be in any year starting in 2020, either on the January 1 of that year or on the first day of the Plan's plan year. Exceptions to the opt-in time limit may only be made by the OIC. The Plan Sponsor has two options: • Request to Complete Form.The Plan Sponsor must make the request that the Claims Administrator complete the OIC self-funded group health plan opt-in form on the Plan Sponsor's behalf no later than 45 days before the form is due. • Group Completed Form. If the Plan Sponsor wants to submit its own opt-in form, the Plan Sponsor is responsible for completing the form by the deadline above, or such other due date that the OIC may require. The Plan Sponsor must provide the Claims Administrator a copy of the form filed with the OIC at least 30 days prior to the effective date of the opt-in, in order to enable the Claims Administrator to perform the Claims Administrator's responsibilities outlined below. If the Group Completed form is not timely delivered to the Claims Administrator, and results in a need to re-process claims,the Plan Sponsor must pay an added administrative charge per re- processed claim. See Attachment D for the amount of this charge. If the Plan Sponsor decides to terminate participation in the surprise billing protection program, the Plan Sponsor must notify the Claims Administrator in writing at least 45 days before the termination date. CLAIMS ADMINISTRATOR RESPONSIBILITIES The Claims Administrator will process the Members'claims in compliance with Sections 6 through 8 of the Balance Billing Protection Act on the participation date requested by the Plan Sponsor • Washington: For Members' Non-Contracted Provider claims in surprise billing situations in Washington, this means: • Setting the Member's cost-share at the in-network level, priced based on the Claims Administrator's median contracted rate for the same or similar service in the same or similar geographic area. • Showing the Member's cost-share on the explanation of benefits. • Paying the Non-Contracted Provider directly, based on what the Claims Administrator determines to be a commercially reasonable rate, less the Member's cost-share. • Representing the Plan's claims in good faith negotiations and the mandated arbitration process, with the Plan Sponsor being responsible for any additional payments for its claims resulting from these procedures. Idaho and Oregon: For Non-Contracted Provider claims for Emergency Care,this means: • Setting the Member's cost-share at the in-network level, priced based on the Claims Administrator's median contracted rate for the same or similar service in the same or similar geographic area. • Paying the Non-Contracted Provider directly, based on 100 percent of billed charges, less the Member's cost-share. Please note: The Claims Administrator may attempt to negotiate lower rates for select high-dollar claims. City of Kent 33 January 1,2023 1018212 All States: In all states, this means: • Continuing to apply benefits and Allowed Amounts to Non-Contracted Providers'claims not covered by the Balance Billing Protection Act per existing Plan designs and Non-Contracted Provider Allowed Amounts used by the Plan. • Answering Members'questions regarding the application of cost-shares to particular claims and whether the Member has any balance billing responsibility to a Non-Contracted Provider. • Count any amount the Member pays for services that qualify for surprise billing protection toward the Member's in-network deductible and out-of-pocket maximum, if any. The Claims Administrator will not change any of the existing administrative forms, such as prior authorization letters and explanations of benefits to comply with the transparency provisions of the Balance Billing Protection Act, which are mandated for insured members but not for self-insured. City of Kent 34 January 1,2023 1018212 ATTACHMENT J PERFORMANCE GUARANTEE AGREEMENT BETWEEN Premera Blue Cross of Washington AND City of Kent EFFECTIVE 1/1/2023 THROUGH 12/31/2023 (The "Agreement Period") This Performance Guarantee Agreement is between Premera Blue Cross of Washington ("the Company"), and City of Kent ("the Group"). The Company will provide an acceptable level of service as described herein or will pay the penalties also described herein. SECTION 1. TERM The term of this Agreement shall only be the Agreement Period. Provided this Agreement is executed prior to or on the Effective Date, the Company's fulfillment of the performance guarantees set forth in this Agreement shall be measured from the Effective Date. In the event that this Agreement is not executed prior to or on the Effective Date, the Company's performance shall be measured in accordance with Section 3.C. The performance guarantees under this Agreement are contingent on the Company receiving timely payment of administrative fees or subscription charges, as applicable, from the Group. SECTION 2. PERFORMANCE GUARANTEES AND PENALTY AMOUNTS The Company guarantees its performance as stated below. The maximum amount of accumulated penalties for the Agreement Period shall be $28,100.00 Performance Guarantee Metrics: 1)Account Management: Quarterly Account Management Team Satisfaction Survey The Company will provide an online survey that measures the effectiveness of account management in providing superior service to the client. The Account Management Survey shall be distributed to appropriate members of the Group's benefits staff, and/or third party benefit consultants as selected by the Group, at the end of each quarter. The Group and its selected associates shall complete the Online Account Management Survey within thirty (30) days of receipt. The failure of the group to respond to one of the quarterly surveys shall nullify the Account Management Survey metric, and the Company will not pay the penalty. Following the end of each quarter and receipt of the survey response(s)from the Group, the Company will calculate the Mean Score in each performance assessment category by using a mean score calculation. The Account Management Commitment will be deemed as fulfilled if Question 8 "Overall Satisfaction with Account Management Team" is equal to or greater than 3 on a 5 point satisfaction scale. Surveys with no response will be removed from our scoring computation. Only completed survey's submitted within 30 days of distribution will be used to score Account Management performance. This metric is Corporate Standard and reporting will be Group Specific; Quarterly Survey; Annual Settlement The estimated penalty for this metric will be $4,300.00 1 of 4 Performance Guarantee Metrics: 2) Claims : Claims- Clean Claims Turnaround Time within 30 Days Turnaround Time (TAT) is measured from the date a clean claim is received by the Company (either via paper or electronic data interchanges) to the date it is processed for payment, denied, or pended for external information. A clean claim is defined as one that has been received by The Company with the relevant and correct information required to process the claim. This claim will have no defects or irregularities, includes any required substantiating documentation, and can be adjudicated without interruption. The calculation for the Claim Turnaround Time percentage will be measured on the percentage of all Clean Claims processed within 30 Days of Receipt divided by Total Clean Claims Processed (*excluding Blue Card claims), not less than 97%. *Performance Standard will be tolled with respect to a claim during the period the claim is suspended for information outside The Company's claims processing system or scope of responsibility or control (i.e., review by other organizations not integrated into processing system). This metric is Corporate Standard and reporting will be Group Specific. Reported quarterly. The estimated penalty for this metric will be $4,300.00 3) Claims : Claims Accuracy- Dollars The Company guarantees that at least 99% of total benefit dollars payments shall be accurate (less than 1% to be in error) in a contract year, when overpayments and underpayments are combined, not offset against one another. Calculated as Total Dollars Paid less Total Absolute Value of Dollar Errors, divided by Total Dollars Paid, based on annual randomly selected audit sample, not less than 99%. This metric is Corporate Standard and reporting will be Group Specific. Reported annually. The estimated penalty for this metric will be $4,300.00 4) Claims : Claims Accuracy- Frequency 95% of the Groups clean claims shall be paid without error(payment and procedural) in a contract year. Calculated as Total Claims With No Errors divided by Total Claims Paid, and based on annual randomly selected audit sample, not less than 95%. This metric is Corporate Standard and reporting will be Group Specific. Reported annually. The estimated penalty for this metric will be $4,300.00 2 of 4 Performance Guarantee Metrics: 5) Contract Services: Booklets Premera will guarantee booklet proofs within 45 business days of receipt of the group renewal confirmation. Additional drafts or final (electronic) booklets will be provided within 10 business days of producer/client edits to initial draft and repeat with each revision as necessary. Printing and mailing of booklets are not subject to performance guarantee. This metric is non-standard and reporting will be Group specific settled annually The estimated penalty for this metric will be $2,300.00 6) Customer Service: Customer Service-Abandonment Rate The Company guarantees that no more than 5 percent of incoming calls that are made to our toll-free customer service telephone line shall be dropped before speaking to a Customer Service Representative. Customer Service Abandonment Rate calculated as Total Abandoned Calls divided by Total Accepted Calls. This metric is Corporate Standard and reporting will be Combined score of all PG Groups in Customer Service Unit. Reported quarterly, settled using 12 mo avg. The estimated penalty for this metric will be $4,300.00 7) Customer Service: Customer Service- Service Level within 30 seconds The Company guarantees that 75% of all calls to their toll-free customer service telephone line will be answered in thirty seconds or less. Answered means the time from when the caller selects the option to speak with an agent until a Customer Service Representative answers the call. Results are calculated as Total Calls Answered Within 30 Seconds divided by Total Calls Received. This metric is Corporate Standard and reporting will be Combined score of all PG Groups in Customer Service Unit. Reported quarterly, settled using 12 mo avg The estimated penalty for this metric will be $4,300.00 SECTION 3. EVALUATION OF PERFORMANCE AND PAYMENT OF PENALTIES 3 of 4 A)At the end of the Agreement, the Company shall compile the necessary documentation and perform the necessary calculations to evaluate its fulfillment of each performance guarantee set forth in this Agreement and make this information available to the Group. B) If the Company fails to meet any of the performance guarantees set forth in Section 2, the Company shall pay to the Group the financial penalty based on the percentage set forth in Section 2. C) In the event that this Agreement is not executed by the Effective Date, the Company's performance shall be measured from the first day of the month following the month this Agreement is executed. In such event the applicable penalty amounts will be pro-rated for that portion of the year for which performance guarantee metrics are in force. D) Refer to Section 4 if the contract under which the Company provides insurance and/or administrative services to the Group is terminated prior to the end of the term of this Agreement. SECTION 4. TERMINATION OF AGREEMENT If this Agreement terminates prior to the last day of the Agreement Period the Group is not entitled to any penalties under Section 2 of this Agreement. This Agreement shall terminate upon the earliest of the following dates: A) the end of the Term of this Agreement; B) the effective date of any state's or other jurisdiction's action which prohibits activities of the parties under this Agreement; C)the date upon which the Group either fails to meet its obligation to sufficiently fund the bank account from which claims are paid (if applicable), or fails to make timely payments of either administrative fees or subscription charges anytime during the plan year; D) the date upon which the contract under which the Company provides services to the Group is terminated; E) any other date mutually agreeable to the Company and Group. 4of4