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HomeMy WebLinkAboutCity of Tamarac Resolution R-2012-126Temp. Reso. #12278 -November 9, 2012 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2012- / d,G A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO APPROVE A PARTIALLY SELF - INSURED HEALTH PROGRAM; AND EXECUTE AGREEMENTS WITH CIGNA, PROVIDING FOR ADMINISTRATIVE SERVICES, STOP LOSS INSURANCE, AN EMPLOYEE ASSISTANCE PROGRAM, AND FLEXIBLE SPENDING PLANS; PROVIDING FOR THE CONTINUATION OF THE EXISTING COST ALLOCATION OF THE HEALTH INSURANCE PREMIUM BETWEEN THE CITY AND EMPLOYEES; PROVIDING FOR A WAIVER OF REIMBURSEMENT MAXIMUM; PROVIDING FOR AN ADVANCE OF $500,000 FROM THE RISK FUND; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City's health insurance was awarded to United Healthcare effective January 1, 2010; and WHEREAS, the City's contract with United Healthcare is. scheduled to expire on December 31, 2012; and WHEREAS, the City set out to evaluate alternatives for the City's Health Insurance Program focused on expected outcomes of Quality, Predictability, Sustainability, and Cost Effectiveness; and WHEREAS, on September 13, 2012, the City contracted with Willis Employee Benefits to competitively market, analyze and recommend alternatives to the City's Health Insurance Program; and Temp. Reso. #12278 -November 9, 2012 Page 2 WHEREAS, as a result of the marketing of the Health Insurance Program, Willis Employee Benefits presented the City with five proposals each for both fully -insured and partially self -insured Health Insurance Program options from: Aetna, Inc., Blue Cross Blue Shield, CIGNA, Humana and United Healthcare; and WHEREAS, City Human Resources and Financial Services staff worked with representatives of Willis Employee Benefits to review, analyze and negotiate the most comprehensive and cost effective Health Insurance Program for City's employees, dependents and retirees; and WHEREAS, after detailed evaluation of the proposals by the Benefits Specialist, the Director of Human Resources and the Financial Services Director, with the support, advice and assistance from Willis Employee Benefits, it is recommended that the City should partially self -insure its Health Insurance Program by entering into an Agreement with CIGNA utilizing CIGNA's network, Administrative Services, to include Claims and Flexible Spending Account Administration, Employee Assistance Program and Aggregate Stop Loss Insurance allowing the City to meet its expected outcomes; and WHEREAS, the City's Health Insurance Program's plan design will remain substantially the same, except some very minor plan adjustments, for 2013, as described in Exhibit #1, attached hereto and made a part hereof; and WHEREAS, the City's Health Insurance Program's premiums will remain the same for FY 2013 as described in Exhibit #1, attached hereto and made a part hereof; and Temp. Reso. #12278 - November 9, 2012 Page 3 WHEREAS, available funds exist in the appropriate Governmental Funds which are in the approved FY2013 Budget to fund the City's Health Insurance Program; and WHEREAS, it will be necessary to pre -fund the Health Insurance Fund until premiums fund claims; and WHEREAS, the City shall, by this resolution, establish a waiver reimbursement maximum that will allow employees who elect to purchase insurance through their spouse's employer or otherwise independently from the City to be reimbursed up to a maximum amount equal to 80% of the commensurate tier of the PP4 rate for the plan year beginning January 1, 2013; WHEREAS, it is the recommendation of the City Manager, the Director of Human Resources and the Director of Financial Services that the City partially self -insure its Health Insurance Program and execute a contract with CIGNA, as described in the Agreement for Administrative Services, to include Claims and Flexible Spending Accounts, the Employee Assistance Plan, and the Stop Loss Insurance subject to any revisions consistent with the Benefit Plan as may be negotiated by and between City staff and CIGNA and as approved by the City Manager and the City Attorney effective January 1, 2013; and WHEREAS, the City Commission has deemed it to be in the best interest of the health, safety and welfare of citizens and residents of the City of Tamarac to partially self -insure its Health Insurance Program. Temp. Reso. #12278 - November 9, 2012 Page 4 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: That the foregoing. "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. All exhibits attached hereto are incorporated herein and made a specific part of this Resolution. SECTION 2: That the appropriate City officials are hereby authorized to partially self -insure the City's Health Insurance Program and to execute contract documents with CIGNA, as outlined in Exhibit #1, for Administrative Services, to include Claims and Flexible Spending Accounts, the Employee Assistance Plan, and the Stop Loss Insurance, subject to any revisions consistent with the Benefit Plan as may be negotiated by and between City staff and CIGNA and as approved by the City Manager and the City Attorney effective January 1, 2013; and SECTION 3: That the appropriate City officials are hereby authorized to continue the existing cost allocation of the health insurance premium between the City and the employees. SECTION 4: Temp. Reso. #12278 - November 9, 2012 Page 5 That the appropriate City officials hereby authorize a waiver reimbursement maximum, to allow employees who elect to purchase insurance through their spouse's employer or otherwise independently from the City to be reimbursed up to a maximum amount equal to 80% of the commensurate tier of the PPO rate for the plan year beginning January 1, 2013. SECTION 5: That an advance of $500,000 from the Risk Fund is hereby authorized. SECTION 6: That all resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 7: That if any clause, section, or other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 8: This Resolution shall become effective immediately upon adoption. Temp. Reso. #12278 -November 9, 2012 Page 6 PASSED, ADOPTED AND APPROVED this j day of BETH TALABIS MAYOR ATTEST: PATRICIA TEUVEL, CMC INTERIM CITY CLERK 2012. RECORD OF COMMISSION VOTE: MAYOR TALABISCO G DIST 1: COMM. BUSHNELI DIST 2: COMM. GOMEZ i DIST 3: V/M GLASSER DIST 4: COMM. DRESSLE HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM Vz�� - SAMUEL S. GOREN CITY ATTORNEY fhtb� Y_ l 0 0 O 0 N as o' CD cr af0f 1Cil 0 0 fA 0 o v o � N O a. Q. 0 o O w w 0 0 N69 N O CD tD Q CL 3 o o m � ? mA O _0o twi, H N T O 3 Gj X o Q � X f — ' CL r+► -a NER �-* cn � CD X. 3 C C. 0 0 cn 0 0 0 0 0 0 0 Ul 0 CL � 0 o 0 0 0 0 0 0 0 0 ` 0 0 0 0 N O O 09 14 Q. R 11 fl. (;D* -S a t6D In Q Q. (-D" - Q 0. a L N - c. a. � CL a a Q. 0. o 0 o Qo o 0) o o 0 0 0 69 C 40% rn o. -� Q. Q C 49 �o 0 C. CA) O o W w 0 w 0 w 0 O w 00 w w 0 O N Q. �' CD Q N Q. N* Q �D CL � N Q N C CL Q. Q Q. Q. 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M � y (aM=N . cNn p o, 3 m .-� M r. :- ao 'E;m �3.3 ID CD cn 0) =� iw rn a� a N y to { CITY OF TAMARAC 0 0 HEALTH/DENTAL INSURANCE COST SHEET CALENDAR YEAR 2013 CIGNA Open Access HMO Open Access HMO Total Cost Per Month City Cost Per Pay Period Employee Cost Per Pay Period COBRA Per Month Employee Only $ 483.86 $ 217.74 $ 24.19 $ 493.54 Em to ee+S ouse $1,205.68 $ 482.27 $ 120.57 $11229.79 Em to ee+Child ren $1,045.20 $ 418.08 $ 104.52 $19066.10 Family $1,313.06 $ 525.23 $ 131.31 $1,339.32 CIGNA Open Access POS -Open Access POS Total Cost Per Month City Cost Per Pay Period Employee Cost Per Pay Period COBRA Per Month -Employee Only $ 530.55 $ 212.22 $ 53.06 $ 541.16 Em to ee+S ouse $19322.03 $ 528.81 $ 132.20 $19348.47 Em to ee+Child ren $1,146.06 $ 458.42 $ 114.16 $10168.98 L-Family $1,439.77 $ 575.91 $ 143.98 $1,468.57 CIGNA PPO PPO Total Cost Per Month City Cost Per Pay Period Employee Cost Per Pay Period COBRA Per Month -Employee Only $ 472.31 $ 188.93 $ 47.23 $ 481.76 Em to ee+S ouse $19176.91 $ 470.76 $ 117.69 $1,200.45 Em to ee+Child ren $10020.26 $ 408.10 $ 102.03 $1,040.66 -Family $1,281.73 $ 512.69 $ 128.17 $1,307.37 scogaining U.n1t,ELmp19.y'.V'4P'$. METLIFE DENTAL HMO Dental HMO Total Cost Per Month City Cost Per Pay Period Employee Cost Per Pay Period COBRA Per Month Employee $ 14.44 $ 0.00 $ 7.22 $ 14.73 Em to ee+1 $ 25.27 $ 0.00 $ 12.64 $ 25.76 Em to ee+2 or more $ 39.71 $ 0.00 $ 19.86 $ 34.61 METLIFE DENTAL PPO Dental PPO Total Cost Per Month City Cost Per Pay Period Employee Cost Per Pay Period COBRA Per Month Single $ 31.85 $ 0.00 $ 15.93 $ 32.49 Em to ee+1 $ 64.27 $ 0.00 $ 32.14 $ 65.56 Em to ee+2 or more $ 107.96 $ 0.00 $ 53.98 $ 91.44 Non Bargaining Full Time.Employees METLIFE DENTAL HMO Dental HMO Total Cost Per Month City Cost Per Pay Period Employee Cost Per Pay Period COBRA Per Month Employee $ 14.44 $ 7.22 $ 0.00 $ 14.73 Em to ee+1 $ 25.27 $ 6.32 $ 6.32 $ 25.76 Em to ee+2 or more $ 39.71 $ 9.93 $ 9.93 $ 34.61 METLIFE DENTAL PPO Dental PPO Total Cost Per Month City Cost Per Pay Period Employee Cost Per Pay Period COBRA Per Month Employee $ 31.85 $ 15.93 $ 0.00 $ 32.49 Em to ee+1 $ 64.27 $ 16.07 $ 13.97 $ 65.56 Emplo ee+2 or more $ 107.96 $ 26.99 $ 21.97 $ 91.44 Rates effective January 1, 2013. Administrative Services Only Agreement By and Between City of Tamarac "Employer" And Cigna Health and Life Insurance Company "C H L I C" Effective Date: January 1, 2013 THIS AGREEMENT AND ITS TERMS ARE PROPRIETARY AND CANNOT BE DISCLOSED WITHOUT THE PERMISSION OF EACH OF THE PARTIES Table of Contents Definitions............................................................................................................................................. 3 Section 1. Term and Termination of Agreement.................................................................................. 4 Section 2. Claim Administration and Additional Services................................................................... 4 Section 3. Funding and Payment of Claims.......................................................................................... 5 Section4. Charges................................................................................................................................ 5 Section 5. Enrollment and Determination of Eligibility....................................................................... 6 Section 6. Claim Audits and Confidentiality........................................................................................ 6 Section 7. Plan Benefit Liability........................................................................................................... 7 Section 8. Modification of Plan and Charges....................................................................................... 8 Section 9. Modification of Agreement................................................................................................. 9 Section 10. Laws Governing Contract.................................................................................................. 9 Section 11. Information in CHLIC's Processing Systems.................................................................... 9 Section 12. Resolution of Disputes....................................................................................................... 9 Section 13. Third Party Beneficiaries.................................................................................................10 Section14. Waivers............................................................................................................................10 Section15. Headings..........................................................................................................................10 Section16. Severability......................................................................................................................10 Section17. Force Majeure.................................................................................................................. Section 18. Assignment and Subcontracting......................................................................................10 10 Section19. Notices.............................................................................................................................11 Section 20. Identifying Information and Internet Usage.................................................................... I I Section 21. Conflict of Interest.......................................................................................................... Section 22. Independent Contractor................................................................................................... 11 12 Section23. Insolvency........................................................................................................................12 Section24. Insurance......................................................................................................................... 12 Section 25. Non -Discrimination - CHLIC Code of Ethics and Principles of Conduct .......................13 Section26. Exhibits............................................................................................................................14 Section 27. Uses and Disclosures of Protected Health Information.. .......... o .............................. o ..... 14 Section28. Public Records.................................................................................................................14 SIGNATURES....................................................................................................................................15 Scheduleof Financial Charges............................................................................................................16 ExhibitA - Plan Document................................................................................................................. 28 ExhibitB — Services............................................................................................................................ 29 Exhibit C — Claim Audit Agreement (Sample).................................................................................... 40 ExhibitD — Privacy Addendum........................................................................................................... 43 Exhibit E — Conditional Claim/Subrogation Recovery Services......................................................... 50 Client Name: City of Tamarac Administrative Services Only Agreement THIS AGREEMENT, effective January 1, 2013 (the "Effective Date") is by and between City of Tamarac ("Employer") and Cigna Health and Life Insurance Company ("CHLIC"). RECITALS: WHEREAS, Employer, as Plan sponsor, has adopted the benefit described in Exhibit A, as may be amended, ("Plan") for certain of its employees/members and their eligible dependents (collectively "Members"); and WHEREAS, Employer, has requested CHLIC, to furnish certain administration services in connection with the Plan 3336651. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed as follows: Definitions Agreement — this entire document including the Schedule of Financial Charges and all Exhibits. Anniversary Date — means the Plan's "anniversary date" shall be designated as January 1 St. Applicable Law — means the state, federal and international laws and regulations that apply. Applicable Law includes but is not limited to the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations thereunder ("ERISA"), the Health Insurance Portability and Accountability Act of 1996, as amended and the rules and regulations thereunder ("HIPAA"), the Foreign Corrupt Practices Act ("FCPA") and any other anti -bribery or anti- corruption laws in the countries where the Parties conduct business. Bank Account — a benefit plan account with a bank designated by CHLIC; established and maintained by Employer in its or a nominee's name. ERISA — the Employee Retirement Income Security Act of 1974, as amended and related regulations. Extra -Contractual Benefits — Payments which Employer has instructed CHLIC to make for health care services and/or products that CHLIC has determined are not covered under the Plan. Member - a person eligible for and enrolled in the Plan as an employee, retiree, COBRA participant and/or dependent. Participant/Participatine Members — Member(s) who is (are) participating in a specific program and/or product available to Members under the Plan. Participating Providers — providers of health care services and/or products, who/which contract directly or indirectly with CHLIC to provide services and/or products to Members. Plan Benefits — Amounts payable for covered health care services and products under the terms of the Plan. Party/Parties — refers to Employer and CHLIC, each a "Party" and collectively, the "Parties". Plan Year — the twelve (12) month period, beginning on the Effective Date and, thereafter, each subsequent twelve (12) month period. Run -Out Claims — claims for Plan Benefits relating to health care services and products that are incurred prior to termination of this Agreement; termination of a Plan benefit option or eligible Members, as applicable. 04/03/2014 3 Client Name: City of Tamarac Administrative Services Only Agreement Section 1. Term and Termination of Agreement The initial term of this Agreement shall commence on January 1, 2013 and terminate on December 31, 2015, unless otherwise terminated as provided below. The Agreement may be renewed for two (2) successive terms of twelve (12) months each. This Agreement shall remain in effect until the earliest of the following dates: i. The date which is at least one hundred and twenty (120) days from the date that either Party provides written notice to the other Party of termination of this Agreement; ii. The end of the term in which delivery of written notice of non -renewal is provided to CHLIC at least .sixty (60) days prior to anniversary date. iii. The effective date of any Applicable Law or governmental action which prohibits performance of the activities required by this Agreement; iv. The date upon which Employer fails to fund the Bank Account as required by this Agreement or fails to pay CHLIC any charges identified in this Agreement when due provided CHLIC notifies Employer of its election to terminate; v. Any other date mutually agreed upon by the Parties. Section 2. Claim Administration and Additional Services a. While this Agreement is in effect, CHLIC shall, consistent with, the claim administration policies and procedures then applicable to its own health care insurance business (i) receive and review claims for Plan Benefits; (ii) determine the Plan Benefits, if any, payable for such claims; (iii) disburse payments of Plan Benefits to claimants; and (iv) provide in the manner and within the time limits required by Applicable Law, notification to claimants of (a) the coverage determination or (b) any anticipated delay in making a coverage determination beyond the time required by Applicable Law. b. Following (i) termination of this Agreement, except pursuant to Section I (iv); (ii) termination of Plan benefit option or (iii) termination of eligible Members, if the required fees have been paid in full, if any, CHLIC shall process Run -Out Claims for the applicable Run -Out Period (See Schedule of Financial Charges for applicable fees and Run -Out Period). At the termination of any applicable Run -Out Period, CHLIC shall cease processing Run - Out Claims and, subject to the requirements of Section 6.b, make all relevant records in its possession relating to such claims reasonably available to Employer or Employer's designee. CHLIC is not required to provide proprietary information to Employer or any other party. c. Employer hereby delegates to CHLIC the authority, responsibility and discretion to determine coverage under the Plan based on the eligibility and enrollment information provided to CHLIC by Employer. Employer also hereby delegates to CHLIC the authority, responsibility and discretion to (i) make factual determinations and to interpret the provisions of the Plan to make coverage determinations on claims for Plan Benefits, (ii) conduct a full and fair review of each claim which has been denied as required by ERISA, (iii) decide level one mandatory appeals of "Urgent Care Claims" (as that term is defined in ERISA), and (iv) conduct both mandatory levels of appeal determinations for all "Concurrent", "Pre -service" and "Post -service" claims (as those terms are defined under ERISA) and notify the Member or the Member's authorized representative of its decision. Employer will ensure that all summary plan description materials provided to Members reflect this delegation. d. In addition to the basic claim administrative duties described above, CHLIC shall also perform the Plan -related administrative duties agreed upon by the Parties and specified in Exhibit B. 04/03/2014 Client Name: City of Tamarac Administrative Services Only Agreement Section 3. Funding and Payment of Claims a. Employer shall establish a Bank Account, and maintain in the Bank Account an amount sufficient at all times to fund checks written on it for (i) Plan Benefits; (ii) those charges and fees identified in the Schedule of Financial Charges as payable through the Bank Account (collectively "Bank Account Payments"); and (iii) any sales or use taxes, or any similar benefit- or Plan -related charge or assessment however denominated, which may be imposed by any governmental authority. Bank Account Payments may include without limitation: (i) capitated (i.e. fixed per Member) payments to Participating Providers; (ii) amounts owed to CHLIC; and (iii) amounts paid to CHLIC's affiliates and/or subcontractors for, among other things, network access or in- and out -of network health care services/products provided to Members. CHLIC may credit the Bank Account with payments due Employer under a stop loss policy issued by CHLIC or an affiliate. b. CHLIC, as agent for the Employer, shall make Bank Account Payments from the Bank Account, in the amount CHLIC reasonably determines to be proper under the Plan and/or under this Agreement. c. In the event that sufficient funds are not available in the Bank Account to pay all Bank Account Payments when due, CHLIC shall cease to process claims for Plan Benefits including Run -Out Claims. d. CHLIC will promptly adjust any underpayment of Plan Benefits by drawing additional funds due the claimant from the Bank Account. In the event CHLIC overpays a claim for Plan Benefits or pays Plan Benefits to the wrong party, it shall take all reasonable steps to recover the overpayment; however, CHLIC shall not be required to initiate court, mediation, arbitration or other administrative proceedings to recover any overpayment. CHLIC shall not be responsible for reimbursing any unrecovered payments of Plan Benefits unless made as a result of its gross negligence or intentional wrongdoing. e. Following termination of this Agreement, Employer shall remain liable for payment of all due Bank Account Payments and for all reimbursements due Members under the Plan. Employer shall promptly reimburse CHLIC for any Bank Account Payments paid by CHLIC with its own funds and no such payment by CHLIC shall be construed as an assumption of any of Employer's liability. This Section 3 shall survive termination of this Agreement. Section 4. Charges a. Charges. CHLIC shall provide to Employer a monthly statement of all charges Employer is obligated to pay under this Agreement that are not paid as Bank Account Payments, in accordance with the Florida "Local Government Prompt Payment Act", Florida State Statue, Part VII, Chapter 218. b. Member Changes — Additions and Terminations. If a Member's effective date is on or before the fifteenth (15th) day of the month, full charges applicable to that Member shall be due for that Member for that month. If coverage does not start or ceases on or before the fifteenth (15th) day of the month for a Member, no charges shall be due for that Member for that month. c. Retroactive Member Changes and Terminations. Employer shall remain responsible for all charges and Bank Account Payments incurred or charged through the date CHLIC processed Employer's notice of a retroactive change or termination of Membership. However, if the change or termination would result in a reduction in charges, CHLIC shall credit to Employer the reduction in charges charged for the shorter of (a) the sixty (60) day period preceding the date CHLIC processes the notice, or (b) the period from the date of the change or termination to the date CHLIC processes the notice. This Section 4 shall survive termination of this Agreement. 04/03/2014 5 Client Name: City of Tamarac Administrative Services Only Agreement Section 5. Enrollment and Determination of Eligibility a. Eligibility Determinations and Information. Employer is responsible for administering Plan enrollment. In determining any person's right to benefits under the Plan, CHLIC shall rely upon enrollment and eligibility information provided by the Employer. Such information shall identify the effective date of eligibility and the termination date of eligibility and shall be provided promptly to CHLIC in a format and with such other information as reasonably may be required by CHLIC for the proper administration of the Plan. b. Release of Liability. Notwithstanding any inconsistent provision of this Agreement to the contrary, if Employer, fails to provide CHLIC with accurate enrollment and eligibility information, benefit design requirements, or other agreed -upon information in CHLIC's standard timeframe and format, CHLIC shall have no liability under this Agreement for any act or omission by CHLIC, or its employees, affiliates, subcontractors, agents or representatives, directly or indirectly caused by such failure. c. Reconciliation of Eligibility and Information and Default Terminations. CHLIC will periodically share potential discrepancies in eligibility information with Employer. Employer will review and reconcile any discrepancies within thirty (30) days of receipt. If Employer fails to timely do so, CHLIC may terminate coverage for any Member not listed as eligible in Employer's submitted eligibility information. Section 6. Claim Audits and Confidentiality a. Claim Audit. Employer may, in accordance with the following requirements and at no additional charge while this Agreement is in effect, audit CHLIC's payment of Plan Benefits: i. Employer shall provide CHLIC forty-five (45) days advance written request for audit from the later of (i) receipt by CHLIC of the audit scope letter or (ii) the fully executed Claim Audit Agreement attached hereto as Exhibit C. Employer will designate with CHLIC's consent, such consent not to be unreasonably withheld, an independent, third party auditor to conduct the audit (the "Auditor). In addition, Employer and CHLIC will agree upon the date for the audit during regular business hours at CHLIC's office(s). Employer shall be responsible for its Auditor's costs. Except as otherwise agreed to by the parties in writing prior to the commencement of the audit, the audit shall be conducted in accordance with the terms of CHLIC's Claim Audit Agreement attached hereto as Exhibit C, which is hereby agreed to by Employer and which shall be signed by the Auditor prior to the start of the audit. ii. If Employer has five thousand (5,000) or more employees who are Members, Employer may conduct one such audit every Plan Year (but not within six (6) months of a prior audit); otherwise, Employer may conduct one such audit every two (2) Plan Years (but not within eighteen (18) months of a prior audit). iii. Auditor will review payment documents relating to a random, statistically valid sample of two -hundred twenty- five (225) claims paid during the two prior Plan years and not previously audited (the "Audit") subject to any contrary terms in Participating Provider agreements. with respect to the Audit, the scope may include types of claims prone to overpayments provided the types of claims prone to underpayments are equally included and will exclude electronic analysis. Any claim adjustments will be based upon the actual claims reviewed and not upon statistical projections or extrapolations. 04/03/2014 1 Client Name: City of Tamarac Administrative Services Only Agreement b. Confidentiality i . Subject to the requirements of Applicable Law, the terms of this Agreement and the Privacy Addendum in Exhibit D, a signed Business Associate agreement between Employer and its designee, and a signed Confidentiality Agreement by applicable designee, CHLIC shall release copies of confidential claims and Plan Benefit payment information in CHLIC's claims system ("Confidential Information") and may release copies of proprietary information relating to the Plan in CHLIC's claims system ("Proprietary Information") to the Employer and/or its designees. Employer agrees that Employer and its designees will keep Confidential Information and Proprietary Information confidential and will use Confidential Information and Proprietary Information solely for the purpose of administering the Plan or as otherwise required by law. Employer is solely responsible for the consequences of any use, misuse, or disclosure of Confidential Information provided by CHLIC pursuant to this paragraph b. ii. CHLIC will maintain the confidentiality of all Protected Health Information in its possession in accordance with the Privacy Addendum in Exhibit D and any applicable state privacy laws. iii. CHLIC will maintain the confidentiality of all Protected Health Information in its possession in accordance with the Privacy Addendum in Exhibit D and any applicable state privacy laws. iv. All data and records shall be maintained by CHLIC for the same periods of time, in the same manner, and subject to the same privacy and confidentiality safeguards as similar data maintained by CHLIC in connection with its own insurance business and/or as in accordance with Applicable Law. c. Upon termination of this Agreement and subject to the provisions of Section 6.b above, CHLIC shall make information available to the extent administratively feasible. In the event that Employer requests post -termination reporting that is not available via CignaAccess.com, CHLIC reserves the right to charge for this additional service. The obligations set forth in this Section 6 (b), shall survive termination of this Agreement. Section 7. Plan Benefit Liability a. Employer Liabilityfor Plan Benefits. Employer is responsible for all Plan Benefits including any Plan Benefits paid as a result of any legal action. Employer is responsible for reimbursing CHLIC, its directors, officers and employees for any reasonable expense incurred (including reasonable attorneys' fees) by them in the defense of any action or proceeding involving a claim for Plan Benefits. CHLIC shall reasonably cooperate with Employer in its defense of such actions. If Employer directs CHLIC in writing to pay a claim for Extra -Contractual Benefits, Employer is responsible for funding the payment and such payments shall not be considered in determining reimbursements or payments under stop loss insurance or in determining any risk -sharing or performance guarantee reimbursements. Employer shall reimburse CHLIC for any liability or expenses (including reasonable attorneys' fees) CHLIC may incur in connection with making such payments. b. Employer Liability for Plan Related Expenses. Employer shall reimburse CHLIC for any amounts CHLIC may be required to pay (i) as state premium tax or any similar Plan -related tax, charge, surcharge or assessment, or (ii) under any unclaimed or abandoned property, or escheat law, with respect to Plan Benefits and any penalties and/or interest thereon. 04/03/2014 7 Client Name: City of Tamarac Administrative Services Only Agreement c. CHLIC will indemnify Employer and hold Employer harmless against any and all non -Plan Benefit losses, liabilities, penalties, fines, costs, damages, and expenses, for which Employer becomes liable to a third party or Administrative Body (including reasonable attorneys' fees) which arise out of (i) CHLIC or its vendors' gross negligence or willful misconduct in the performance of CHLIC's obligations under this Agreement or (ii) CHLIC's material breach of this Agreement, all as determined by a court or other tribunal having jurisdiction of the matter. Notwithstanding the foregoing, Employer will remain responsible for payment of Plan Benefits and CHLIC's indemnification will not extend to indemnification of Employer or the Plan against any claims, liabilities, damages, judgments or expenses that constitute payment of Plan Benefits. Nothing contained herein is intended nor shall be construed to waive Employer's rights and immunities under Florida Statutes 768.28, as amended from time to time. The reimbursement obligations set forth in this Section 7 shall survive termination of this Agreement. Section 8. Modification of Plan and Charges a. CHLIC shall have the right to revise the charges, identified in this Agreement, (i) on each anniversary of this Agreement commencing with the January 1, 2016 anniversary date, (ii) subject to the restrictions in Section 8(b) at any time by giving Employer at least sixty (60) days' prior written notice, but not more frequently than once in a six (6) month period for non -Administration Charges, (iii) upon any modification or amendment of the benefits under the Plan (iv) upon any variation of fifteen percent (15%) or more in the number of Members used by CHLIC to calculate its charges under this Agreement, and/or (v) upon any change in law or regulation that materially impacts CHLIC's liabilities and/or responsibilities under this Agreement. b. CHLIC acknowledges and agrees that there shall be no cost increase in charges for the MedicalNision Administration Charges, Medical Network Access Fee, Utilization Management Fee and Optional Program Fee, and the Cigna Choice Fund and Other Consumer Directed Account Administration Services and Charges as identified in the Schedule of Financial Charges ("Administration Charges") for the period January 1, 2013 through December 31, 2015. Upon the anniversary date commencing January 1, 2016 and January 1, 2017, the Administration Charges shall be adjusted by the CPI-W (as described in Section 8.c). If the CPI-W increases, the increase will be CPI-W plus two percent (2%), or four percent (4%) whichever is less. If the CPI-W decreases, the decrease will be CPI-W plus two percent (2%). c. CPI to be used shall be the latest index "Wage Earners and Clerical Workers, U.S. City Average" (CPI-W) published and available one hundred and twenty (120) days prior to the end of the contract year, then in effect, compared to the index for the comparable month one-year prior. Any requested cost increase shall be fully documented and submitted to the Employer at least one hundred and twenty (120) days prior to the contract anniversary date. d. Employer shall provide CHLIC written notice of any modification or amendment to the Plan sufficiently in advance of any such change as to allow CHLIC to implement the modification or amendment. Employer and CHLIC shall agree upon the manner and timing of the implementation subject to CHLIC's system and operational capabilities. 04/03/2014 0 Client Name: City of Tamarac Administrative Services Only Agreement Section 9. Modification of Agreement This Agreement constitutes the entire contract between the Parties regarding the subject matter herein. Except, as otherwise provided herein, the provisions of this Agreement shall control in the event of a conflict with the terms of any other agreements. No modification or amendment hereto shall be valid unless in writing and signed by an authorized person of each of the Parties, except that modification of charges pursuant to Section 8 above may be made by written notice to Employer by CHLIC. If Employer fails to object to such modified charges in writing within sixty (60) days of receipt, the Agreement shall be deemed modified to reflect the charges as communicated by CHLIC, provided, however, that for the Administration Charges only, CHLIC will provide written notice of the revised Administration Charges prior to implementation and the Agreement will be deemed modified to reflect the Administration Charges only if CHLIC confirms Employer's receipt of the written notice of the revised Administration Charges within two (2) business days and Employer fails to object to such revision in writing within sixty (60) days of receipt. Section 10. Laws Governing Contract a. This Agreement shall be construed in accordance with the laws of the State of Florida without regard to conflict of law rules, and both Parties consent to the venue and jurisdiction of its courts. b. The Parties shall perform their obligations under this Agreement in conformance with all Applicable Laws and regulatory requirements. Section 11. Information in CHLIC's Processing Systems CHLIC may retain and use all Plan -related claim and Plan Benefit payment information recorded for or otherwise integrated into CHLIC's business records including claim processing systems during the ordinary course of business associated with this Agreement (provided, however, that claim or payment information will be available to Employer pursuant to Section 6). CHLIC will retain claim and payment information as required by Applicable Law including the Florida Public Records Act. Section 12. Resolution of Disputes Any dispute between the Parties arising from or relating to the performance or interpretation of this Agreement ("Controversy") shall be resolved exclusively pursuant to the following mandatory dispute resolution procedures: a. Any Controversy shall first be referred to an executive level employee of each Party who shall meet and confer with his/her counterpart to attempt to resolve the dispute ("Executive Review") as follows: The disputing Party shall give the other Party written notice of the Controversy and request Executive Review. Within twenty (20) days of such written request, the receiving Party shall respond to the other in writing. The notice and the response shall each include a summary of and support for the Party's position. Within thirty (30) days of the request for Executive Review, an employee of each Party, with full authority to resolve the dispute, shall meet and attempt to resolve the dispute. b. If the Controversy has not been resolved within thirty-five (35) calendar days of the request of Executive Review under Section 12.a, above, the Parties agree to mediate the Controversy in accordance with the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for Mediation ("Mediation"). The mediation shall be conducted in Tamarac, Florida. Each Party shall assume its own costs and attorneys' fees. The mediator's compensation and expenses and any administrative fees or costs associated with the mediation proceeding shall be borne equally by the Parties. 04/03/2014 0 Client Name: City of Tamarac Administrative Services Only Agreement c. If the Controversy has not been resolved by Executive Review or Mediation, the Controversy shall be settled exclusively by binding arbitration. The arbitration shall be conducted in the same location as noted in Section 12.b. above, in accordance with the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure for Arbitration. The arbitration shall be binding on the Parties to this Agreement and on any respective affiliates which joined in the arbitration. The arbitrator's decision shall be final, conclusive and binding, and no action at law or in equity may be instituted by either Party other than an appropriate post -award proceeding authorized by law. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each Party shall assume its own costs and attorneys' fees. The arbitrator's compensation and expenses and any administrative fees or costs associated with the arbitration proceeding shall be borne equally by the Parties. This Section 12 shall survive termination of this Agreement. Section 13. Third Party Beneficiaries This Agreement is solely for the benefit of Employer and CHLIC. It shall not be construed to create any legal relationship between CHLIC and any other party. Section 14. Waivers No course of dealing or failure of either Party to strictly enforce any term, right or condition of this Agreement shall be construed as a waiver of such term, right or condition. Waiver by either Party of any default shall not be deemed a waiver of any other default. Section 15. Headings Article, section, or paragraph headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Section 16. Severability If any provision or any part of a provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other portion of this Agreement. Section 17. Force Maieure CHLIC shall not be liable for any failure to meet any of the obligations required under this Agreement where such failure to perform is due to any contingency beyond the reasonable control of CHLIC, their employees, officers, or directors. Such contingencies include, but are not limited to, acts or omissions of any person or entity not employed or reasonably controlled by CHLIC, their employees, officers, or directors, acts of God, fires, wars, accidents, labor disputes or shortages, and governmental laws, ordinances, rules or regulations. Section 18. Assignment and Subcontracting Neither Party may assign any right, interest, or obligation hereunder without the express written consent of the other Party; provided, however that CHLIC may assign any right, interest, or responsibility under this Agreement to its affiliates and/or subcontract specific obligations under this Agreement provided that CHLIC shall not be relieved of its obligations under this Agreement when doing so. 04/03/2014 10 Client Name: City of Tamarac Administrative Services Only Agreement Section 19. Notices Except as otherwise provided, all notices or other communications hereunder shall be in writing and shall be deemed to have been duly made when (a) delivered in person, (b) delivered to an agent, such as an overnight or similar delivery service, (c) delivered electronically, or (d) deposited in the United States mail, postage prepaid, and addressed as follows: To CHLIC: Jenny Wilson, Underwriting Director (423)763-6915 Cigna Health and Life Insurance Company 401 Chestnut Street Chattanooga, TN 37402 To Employer: Nora Carles, Benefits Specialist (954) 597-3605 City of Tamarac 7525 NW 88th Avenue, #203 Tamarac, FL 33321-2401 Keith Glatz, Purchasing/Contracts Manager (954)597-3567 City of Tamarac 7525 NW 88`" Avenue # 108 Tamarac, FL 3 3 3 21-2401 The address to which notices or communications may be given by either Party may be changed by written notice given by one Party to the other pursuant to this Section. Section 20. Identifying Information and Internet Usage Except, as necessary in the performance of their duties under this Agreement, neither Party may use the other's name, logo, service marks, trademarks or other identifying information or to establish a link to the other's World Wide Web site without its prior written approval. Section 21. Conflict of Interest CHLIC agrees that to the best of its knowledge no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with the Employer. CHLIC further covenants that to the best of its knowledge, in the performance of this Agreement, no person having such conflicting interest shall, while employed at CHLIC provide services to Employer. Any such interests, on the part of CHLIC or its employees, must be disclosed in writing to Employer. CHLIC is aware of Section 6-156 of the Municipal Code of the City of Tamarac, Broward County, Ethics in Public Contracting, and agrees that it will fully comply as that section relates to non -employees of the City of Tamarac. CHLIC is aware of Florida Statute Section 112.313 and agrees that to the extent applicable to CHLIC employees will fully comply with that Section. 04/03/2014 11 Client Name: City of Tamarac Administrative Services Only Agreement CHLIC agrees that it has not employed or retained any person employed by Employer to solicit or secure this Agreement and that it has not offered to pay, paid or agreed to pay, any public official or person employed by Employer any fee, commission, percentage, brokerage fee or gift of any kind, contingent upon or resulting from the award of this privilege. Section 22. Independent Contractor It is understood and agreed that CHLIC is and shall remain an independent contractor with respect to the services being performed by CHLIC pursuant to this Agreement and shall not, for any purpose, be deemed an employee of Employer. Section 23. Insolvency In the event that either party shall become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or its assets or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statutes of any state relating to insolvency or the protection of rights of creditors, or become subject to rehabilitation, then, at the option of the other party and immediately upon written notice, this Agreement shall terminate and be of no further force and effect. Section 24. Insurance Upon execution of this Agreement by CHLIC, CHLIC shall submit to Employer copies of its certificate(s) evidencing the required coverage herein. CHLIC shall cause its commercial general liability and automobile liability insurers to include the Employer as an additional insured. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the period of this Agreement, then, in that event, CHLIC shall furnish, no later than thirty (30) calendar days after the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of that period of the contract and extension thereunder is in effect. CHLIC shall procure and maintain at its own expense and keep in effect during the full term of the Agreement a policy or policies of insurance which must include the following coverage and minimum limits of liability: a. Workers' Compensation Insurance for statutory obligations imposed by Worker's Compensation or Occupational Disease Laws, including, where applicable, the United States Longshoremen's and Harbor Worker's Act, the Federal Employers' Liability Act and the Jones Act. Employer's Liability Insurance shall be provided with a minimum of one hundred thousand dollars ($100,000.00) per accident. Workers' Compensation & Employer's Liability insurance programs provide cover to all CHLIC employees. b. Commercial General Liability with the following minimum limits of liability: one million dollars and 00/ 100 ($1.000,000.00) Combined Single Limit, per occurrence, Bodily Injury & Property Damage. Coverage shall specifically include the following with minimum limits not less than those required for Bodily Injury Liability and Property Damage Liability: i. Premises and Operations; ii. Personal Injury; iii. Cross Liability and Severability of Interest; 04/03/2014 12 Client Name: City of Tamarac Administrative Services Only Agreement iv. Product and Completed Operations Liability; v. Broad Form Contractual Coverage applicable to the Agreement; vi. Independent Contractors; c. Automobile Liability Insurance in an amount not less than one million dollars and 00/100 ($190005000.00). d. Professional Liability Insurance in an amount not less than one million dollars and 00/100 ($1,000,000.00). Said professional liability coverage shall be maintained for a minimum of two (2) years after completion of the services rendered pursuant to this Agreement. e. Medical Professional Liability Insurance (medical malpractice insurance) in an amount not less than one million dollars 00/100 ($1,000,000.00). These insurance requirements shall not relieve or limit the liability of CHLIC. Employer does not in any way represent that the types and amounts of insurance required hereunder are sufficient or adequate to protect CHLIC's interest or liabilities but are merely minimum requirements established by Employer's Risk Manager. With the exception of captive insurance programs,, the required insurance coverage shall be issued by a reputable insurance company authorized and licensed to do business in the State of Florida with a minimum rating of A VII at each insurance renewal -in accordance with the applicable edition of A.M. Best's Key Rating Insurance Guide. CHLIC shall require each of its subcontractors of any tier to maintain reasonable and customary insurance and comply with the above guidelines and shall ensure that the necessary insurance coverage remain in force throughout the term of this Agreement. All required insurance policies with the exception of Professional Liability shall preclude any underwriter's rights of recovery or subrogation against Employer with the express intention of the parties being that the required insurance coverage protects both parties as the primary coverage for any and all losses covered by the above - described insurance. The CHLIC shall not commence performance of its obligations under this Agreement, until after it has obtained all of the minimum insurance herein described. CHLIC shall indemnify and hold the Employer harmless from failure to obtain and maintain such insurance. CHLIC shall be responsible for payment of all deductibles and self- insurance retention on their insurance policies. Violation of the terms of this Section and its subparts shall constitute a breach of the Agreement, and Employer, at its sole discretion, may cancel the Agreement. Section 25. Non -Discrimination - CHLIC Code of Ethics and Principles of Conduct CHLIC represents and warrants that it does not unlawfully discriminate and is in compliance with its Code of Conduct as of the Effective Date of this Agreement, and covenants that it shall remain in compliance with its Code of Conduct for so long as this Agreement is in effect. 04/03/2014 13 Client Name: City of Tamarac Administrative Services Only Agreement Section 26. Exhibits All exhibits to this Agreement are attached hereto and incorporated by references. Section 27. Uses and Disclosures of Protected Health Information The parties acknowledge and agree to the Privacy Addendum attached hereto and incorporated herein as Exhibit D. Section 28. Public Records a. The Employer is a public agency subject to Chapter 119, Florida Statutes. CHLIC shall comply with Florida's Public Records Law. Specifically, pursuant to Florida Statute Chapter 119.0701, effective July 1, 2013, CHLIC to the extent applicable shall: i. Keep and maintain public records that ordinarily and necessarily would be required by the Employer in order to perform the service; ii. Provide the public with access to such public records on the same terms and conditions that the Employer would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; iii. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and iv. Meet all requirements for retaining public records and transfer to the Employer, at no cost, all public records in possession of CHLIC upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the Employer in a format that is compatible with the information technology systems of the agency. b. Any enforcement actions regarding this requirement shall be resolved in accordance with the procedure outline in Section 12 "Resolution of Disputes". 04/03/2014 14 Client Name: City of Tamarac Administrative Services Only Agreement SIGNATURES IN WITNESS WHEREOF, the Parties have caused this Agreement, and all Exhibits and Addenda to this Agreement, to be executed in duplicate and signed by their respective officers duly authorized to do so as of the dates given below. Employer executes as the authorized representative of the Plan with respect to the Privacy Addendum to this Agreement. Dated at /V,rnarAC , rlbe') d tu This day of A o e",I1 Dated at Hartford, Connecticut This 3rd day of April, 2014 04/03/2014 CTTV OF TAMARAC NQlllV . Its Duly Authorized CIGNA HEALTH AND LIFE INSURANCE COMPANY y• Name: Victoria A. 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'O yOy _.., � ct U �--+ O U Ct ., Cd O � M O �a Q., 0 o cot 0 o� �� �op�� �o� a� �� �N o� aW�N�w M A� ro o -0� 4° ,� �, °� ° N o •> ,� U 4-i bA �-o O OC13'_' O~ U '� cci U• U U U N U ''O O p 4-a p c .� U —+ N � U •�, U U c� U OU '� 3 en Q 10 U U04 00 > O U (V c13 O 0O �.+ �'' O U • cl v� � -, C13 'O O 0 4) c1bO cnct3 N ' UC13 � r..► .b c3 .� c� .� 4� O 0 d j w to C�4 0 Q., Q c13 �+ rn + �.+ y •Z5 � O � c� � p 03 «3 x O > 4) ti WU � � a� � '� � O � � u, � '� o � .� o ,� U W •� 4 1-4'� O� ," OC13 o �-+ O x U U O bA O � vr0l _ U O O O C,i N Client Name: City of Tamarac Administrative Services Only Agreement Exhibit A - Plan Document A "Plan Booklet" that includes Plan Benefits and Members' rights and responsibilities under the Plan will be provided by Employer to CHLIC. If Employer has not provided CHLIC with a copy of its finalized Plan Booklet by the time this Agreement is effective, CHLIC will administer the Plan in accordance with the medical management and claims administration policies and procedures and/or practices then applicable to its own health insurance business and the definitions and other language contained in the draft version of the Plan Booklet provided by CHLIC to Employer. CHLIC will continue to administer the Plan in this manner until CHLIC receives the finalized Plan Booklet and follows its preparation and review process. After that time CHLIC will use the finalized Plan Booklet to administer Plan. For Plan Year 2013, there will be Plan Booklets for the following: 1. Open Access Plan In -Network (OAPIN); 2. Open Access Plan 1 (OAP); 3. Open Access Plan 2 (OAP). All of the above plans are effective January 1, 2013 and include Prescription Drug and Vision Benefits. 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N p �O O O c� �O. ��., U 0 U C ' cd t4-4 0 cd CA U a U 4.4 con CA cud M Client Name: City of Tamarac Administrative Services Only Agreement CIGNA HEALTHCARE OF ARIZONA - CIGNA MEDICAL GROUP (CMG) REPRESENTATIVE RATES FOR ROUTINELY PERFORMED MEDICAL SERVICES EFFECTIVE OCTOBER 1, 2012 (Applicable to all Open Access Plus Products) CPT Service Code Service Description Rates Sigmoidoscopy, flexible; Diagnostic (combined rate, includes 45330 facility fee $485.00) $557.97 Diagnostic Colonoscopy (combined rate, includes facility fee 45378 $650) $907.75 71020 Chest X-Ray, Pa & Lat $30.38 74000 Abdomen X-Ray (Kub) $24.5 7 80053 Comprehensive Metabolic Panel $14.87 80061 Cardiac Risk $18.85 82565 Creatinine; Blood $7.22 82947 Glucose, Serum $5.52 84075 Phosphatase, Alkaline,Blood $7.28 84443 Tsh, Assay $23.64 84450 Sgot (Ast) Transaminase $7.28 84520 Bun (Urea Nitrogen)Assay $5.56 85025 CBC and Differential $9.03 87086 Culture, Urine, Colony Ct $11.36 88164 Cytopathology, Slides $14.87 88305 Surg Path, Gross and Micro $104.59 92014 Eye Exam & Treatment $109.35 92567 Tympanometry $15.62 93000 Electrocardiogram, Complete $21.86 94760 Oximetry Single Determination $2.47 95115 Allergy Injection, Single $9.69 95117 Allergy Injection, Multiple $11.85 99211 Office Visit, Est Min (Md Or Non-Md) $19.21 99212 Office Visit, Est Prob Focused $39.18 99213 Office Visit, Est Exp Prob Foc $65.80 99214 Office Visit, Est Detailed $98.58 99231 Subsequent Hospital Care $3 8.26 99242 Office Consult, Exp Prob Focused, 30 Minutes $92.15 99395 Well Exam, Est, 18-39 Years $94.20 99396 Well Exam, Est, 40-64 Years $102.94 G0202 Mammogram, Screening (Bilateral) Digital $129.54 77052 Add on for iCad $11.48 04/03/2014 m Client Name: City of Tamarac Administrative Services Only Agreement The Urgent Care case rate excluding radiology and laboratory services is $115 . The CMG CareToday (CMG low acuity clinics) visit rate is $59. Lab tests performed at the CMG CareToday facilities are $10 per service. A complete list of rates for CMG CareToday services is available on request. ASC (Ambulatory surgical center) grouper rates based on 2006 Medicare for facility component of outpatient surgery services: Group 1 - $485 Group 2 - $650 Group 3 - $ 740 Group 4 - $900 Group 5 - $950 Group 6 - $1100 Group 7 - $1420 Group 8 - $1400 Group 9 - $1200 Unlisted - $740 CMG pharmacy rates: Brand Name: AWP — 10.56% + $2.75 dispensing fee Generic: If MAC pricing is available then MAC +$2.75 If no MAC price available then AWP — 15% + $2.75 dispensing fee Plan charges are reduced by any applicable copayment, coinsurance and/or deductible for service. Services not identified by CPT code or codes without established RVUs are reimbursed at the 50"' Percentile of the Arizona Regional Medicode Schedule. 04/03/2014 W3] Client Name: City of Tamarac Administrative Services Only Agreement Exhibit C —Claim Audit Agreement (Sample) A. WHEREAS, Cigna Health and Life Insurance Company ("CHLIC") desires to cooperate with requests by (" Employer") to permit an audit for the purposes set forth below; and B. WHEREAS, ("Auditor") has been retained by Employer for the purpose of performing an audit ("Audit") of claims administered by CHLIC. C. WHEREAS, the Auditor and the Employer recognize CHLIC's legitimate interests in maintaining the confidentiality of its claim information, protecting its business reputation, avoiding unnecessary disruption of its claim administration, and protecting itself from legal liability; NOW THEREFORE, IN CONSIDERATION of the premises and the mutual promises contained herein, CHLIC, the Employer and the Auditor hereby agree as follows: 1. Audit Specifications The Auditor will specify to CHLIC in writing at least forty-five (45) days prior to the commencement of the Audit the following "Audit Specifications": a. the name, title and professional qualifications of individual Auditors; b. the Claim Office locations, if any, to be audited; C. the Audit objectives; d. the scope of the Audit (time period, lines of coverage and number of claims); e. the process by which claims will be selected for audit; f. the records/information required by the Auditor for purposes of the Audit; and g. the length of time contemplated as necessary to complete the Audit. 2. Review of Specifications CHLIC will have the right to review the Audit Specifications and to require any changes in, or conditions on, the Audit Specifications which may be necessary to protect CHLIC's legal and business interests identified in paragraph C above. 3. Access to Information CHLIC will make the records/information called for in the Audit Specifications available to the Auditor at a mutually acceptable time and place. 4. Audit Report The Auditor will provide CHLIC with a true copy of the Audit's findings, as well as the Audit Report, if any, that is submitted to the Employer. Such copies will be provided to CHLIC at the same time that the Audit findings and the Audit Report are submitted to the Employer. 5. Comment on Audit Report 04/03/2014 CHLIC reserves the right to provide the Auditor and the Employer with its comments on the findings and, if applicable, the Audit Report. M Client Name: City of Tamarac Administrative Services Only Agreement 6. Confidentiality The Auditor understands that CHLIC is permitting the Auditor to review the claim records/information solely for purposes of the Audit. Accordingly, the Auditor will ensure that all information pertaining to individual claimants will be kept confidential in accordance with all Applicable Laws and/or regulations. Without limiting the generality of the foregoing, the Auditor specifically agrees to adhere to the following conditions: a. The Auditor shall not make photocopies or remove any of the claim records/information without the express written consent of CHLIC; b. The Auditor agrees that its Audit Report or any other summary prepared in connection with the Audit shall contain no individually identifiable information. 7. Restricted Use of the Audit Information With respect to persons other than the Employer, the Auditor will hold and treat information obtained from CHLIC during the Audit with the same degree and standard of confidentiality owed by the Auditor to its clients in accordance with all applicable legal and professional standards. The Auditor shall not, without the express written consent of CHLIC executed by an officer of CHLIC, disclose in any manner whatsoever, the results, conclusions, reports or information of whatever nature which it acquires or prepares in connection with the Audit to any party other than the Employer except as required by Applicable Law. The Employer and Auditor agree to indemnify and to hold harmless CHLIC for any and all claims, costs, expenses and damages which may result from any breaches of the Auditor's obligations under paragraphs 6 and 7 of this Agreement or from CHLIC's provision of information to the Auditor. The Employer authorizes CHLIC to provide to the designated Auditor the necessary information to perform the audit in a manner consistent with all Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Privacy Standards and in compliance with the signed Business Associate Agreement ("BAX). 8. Termination 04/03/2014 CHLIC may terminate this agreement with prior written notice. Sections 4 through 7 shall survive termination of this agreement. 41 The obligations set forth in Client Name: City of Tamarac Administrative Services Only Agreement Cigna Health and Life Insurance Company By: TO BE SIGNED AT TIME OF AUDIT Duly Authorized Print Name: Title: Date: Employer: By: TO BE SIGNED AT TIME OF AUDIT Duly Authorized Print Name: Title: Date: Auditor: By: TO BE SIGNED AT TIME OF AUDIT Duly Authorized Print Name: Title: Date: 04/03/2014 42 Client Name: City of Tamarac Administrative Services Only Agreement Exhibit D - Privacy Addendum ("Business Associate Agreement") I. GENERAL PROVISIONS Section 1. Effect. As of the Effective Date, the terms and provisions of this Addendum are incorporated in and shall supersede any conflicting or inconsistent terms and provisions of (as applicable) the Administrative Services Only Agreement and/or Flexible Spending Account or Reimbursement Accounts Administrative Services Agreement to which this Addendum is attached, including all exhibits or other attachments to, and all documents incorporated by reference in, any such applicable agreements (individually and collectively any such applicable agreements are referred to as the "Agreement"). This Addendum sets out terms and provisions relating to the use and disclosure of Protected Health Information ("PHI") without written authorization from the Individual. Section 2. Amendment to Comply with Law. CHLIC, Employer (also referred to as "Plan Sponsor") and the group health plan that is the subject of the Agreement (also referred to as the "Plan") agree to amend this Addendum to the extent necessary to allow either the Plan or CHLIC to comply with Applicable Laws and regulations including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 and its implementing Administrative Simplification regulations (45 C.F.R. Parts 142, 160, 162 and 164) ("HIPAA"), also known as the HIPAA Standards for Electronic Transactions, the HIPAA Security Standards, and the HIPAA Privacy Rule; the Health Information Technology for Economic and Clinical Health Act, which was included in the American Recovery and Reinvestment Act of 2009 (P.L. 111-5 ("ARRA")) and its implementing regulations and guidance ("HITECH"). Section 3. Definitions. Certain capitalized terms used in this Addendum are defined in Article V. Terms used in this Addendum shall have the meanings ascribed to them by HIPAA and HITECH including their respective implementing regulations and guidance. If the meaning of any term defined herein is changed by regulatory or legislative amendment, then this Addendum will be modified automatically to correspond to the amended definition. All capitalized terms used herein that are not otherwise defined have the meanings described in HIPAA and HITECH. A reference in this Addendum to a section in the HIPAA Privacy Rule, HIPAA Security Rule, or HITECH means the section then in effect, as amended. II. OBLIGATIONS OF CHLIC Section 1. Use and Disclosure of PHI. CHLIC may use and disclose PHI only if such use or disclosure is permitted or required by the HIPAA Privacy Rule, including the applicable provisions of 45 C.F.R. § 164.504(e), is required to satisfy its obligations or is permitted under the Agreement, and/or is permitted or required by law, but shall not otherwise use or disclose any PHI. CHLIC shall not use or disclose, and shall ensure that its directors, officers and employees do not use or disclose, PHI in any manner that would constitute a violation of the HIPAA Privacy Rule or HITECH if done by the Plan, except that CHLIC may use and disclose PHI as permitted under the HIPAA Privacy Rule (i) for the proper management and administration of CHLIC, (ii) to carry out the legal responsibilities of CHLIC or (iii) to provide Data Aggregation services relating to the health care operations of the Plan if such services are required under the Agreement. 04/03/2014 43 Client Name: City of Tamarac Administrative Services Only Agreement Section 2. Receiving Remuneration in Exchange for PHI Prohibited. Effective for exchanges occurring on or after the date that is six (6) months after the date of the promulgation of final regulations by the Secretary implementing Section 13405(d) of HITECH, CHLIC shall not directly or indirectly receive remuneration in exchange for any PHI of an Individual, unless the Plan obtained from the Individual, in accordance with 45 C.F.R. § 164.508, a valid authorization that, in accordance with such section, specifies whether the PHI can be further exchanged for remuneration by the entity receiving PHI of that Individual, unless the purpose of the exchange is: (A) For public health activities (as described in 45 C.F.R. § 164.512(b)); (B) For research (as described in 45 C.F.R. §§ 164.501 and 164.512(i)) and the price charged reflects the costs of preparation and transmittal of the data for such purpose; (C) For the treatment of the Individual, subject to any applicable regulation preventing PHI from inappropriate access, use, or disclosure; (D) The health care operation specifically described in the definition of health care operations in 45 C.F.R. §164.501(6)(iv); (E) For remuneration provided by the Plan to CHLIC for activities involving the exchange of PHI that CHLIC undertakes on behalf of and at the request of the Plan pursuant to the Agreement and this Addendum; (F) To provide an Individual with a copy of his or her PHI pursuant to 45 C.F.R. § 164.524; or (G) Otherwise determined by regulations of the Secretary to be similarly necessary and appropriate as the exceptions described in subsections (A) through (F), above. Section 3. Limited Data Set or Minimum Necessary Standard and Determination. CHLIC shall, to the extent practicable, limit its use, disclosure, or request of Individuals' PHI to the Limited Data Set (as defined in 45 C.F.R. § 164.514(e)(2)) or, if needed by CHLIC, to the minimum necessary amount of Individuals' PHI to accomplish the intended purpose of such use, disclosure, or request and to perform its obligations under the underlying Agreement and this Addendum. CHLIC shall determine what constitutes the minimum necessary to accomplish the intended purpose of such disclosure. CHLIC's obligations under this Section 3 shall be subject to modification to comply with future guidance to be issued by the Secretary. Section 4. Security Standards. As required by HITECH Section 13401(a), CHLIC shall comply with the administrative, physical, and technical safeguards and standards set out in 45 C.F.R. § 164.308, § 164.310, and § 164.312, and with the policies and procedures and documentation requirements set out in 45 C.F.R. § 164.316. On and after the effective date of final regulations issued by the Secretary requiring CHLIC's compliance with 45 C.F.R. § 164.314, CHLIC shall comply with the organizational requirements set forth at 45 C.F.R. § 164.314, to the extent applicable. 04/03/2014 Client Name: City of Tamarac Administrative Services Only Agreement Section 5. Protection of Electronic PHI. With respect to Electronic PHI, CHLIC shall: (A) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic PHI that CHLIC creates, receives, maintains, or transmits on behalf of the Plan as required by the Security Standards; (B) Ensure that any agent, including a subcontractor, to whom CHLIC provides such information agrees to implement reasonable and appropriate safeguards to protect it; and, (C) Report to the Plan any Security Incident of which it becomes aware. Section 6. Reporting of Violations. CHLIC shall report to the Plan any use or disclosure of PHI not provided for by this Addendum of which it becomes aware. CHLIC agrees to mitigate, to the extent practicable, any harmful effect from a use or disclosure of PHI in violation of this Addendum of which it is aware. Section 7. Security Breach Notification. CHLIC will notify the Plan of a Breach without unreasonable delay. This notification will include, to the extent known: i. the names of the individuals whose PHI was involved in the Breach; ii. the circumstances surrounding the Breach; iii. the date of the Breach and the date of its discovery; iv. the information Breached; v. any steps the impacted individuals should take to protect themselves; vi. the steps CHLIC is taking to investigate the Breach, mitigate losses, and protect against future Breaches; and, vii. a contact person who can provide additional information about the Breach. For purposes of discovery and reporting of Breaches, CHLIC is not the agent of the Plan or the Employer (as "agent" is defined under common law). CHLIC will investigate Breaches, assess their impact under applicable state and federal law, including HITECH, and make a recommendation to the Plan as to whether notification is required pursuant to 45 C.F.R. §§ 164.404-408 and/or applicable state breach notification laws. With the Plan's prior approval, CHLIC will issue notices to such individuals, state and federal agencies - including the Department of Health and Human Services, and/or the media as the Plan is required to notify pursuant to, and in accordance with the requirements of Applicable Law (including 45 C.F.R. § § 164.404- 408). CHLIC will pay the costs of issuing notices required by law and other remediation and mitigation which, in CHLIC's discretion, are appropriate and necessary to address the Breach. CHLIC will not be required to issue notifications that are not mandated by Applicable Law. CHLIC shall provide the Plan with information necessary for the Plan to fulfill its obligation to report Breaches affecting fewer than 500 Individuals to the Secretary as required by C.F.R. § 164.408(c). Section 8. Disclosures to and Agreements by Third Parties. CHLIC shall ensure that each agent and subcontractor to whom it provides PHI agrees to the same restrictions and conditions with respect to such PHI that apply to CHLIC pursuant to this Addendum. 04/03/2014 45 Client Name: City of Tamarac Administrative Services Only Agreement Section 9. Access to PHI. CHLIC shall provide an Individual with access to such Individual's PHI contained in a Designated Record Set in response to such Individual's request in the manner and time required in 45 C.F.R. §164.524. Section 10. Availability of PHI for Amendment. CHLIC shall respond to a request by an Individual for amendment to such Individual's PHI contained in a Designated Record Set in the manner and time required in 45 C.F.R. § 164.526, except that the Plan shall handle any requests for amendment of PHI originated by the Plan, Plan Sponsor or the Plan's other business associates, such as enrollment information. Section 11. Modifications to Individual Rights and Accounting of Disclosures. CHLIC shall comply with, and shall assist the Plan in complying with, responding to Individuals' requests to restrict the uses and disclosures of their PHI under 45 C.F.R. § 164.522. This shall include complying with valid requests to restrict the disclosure of certain PHI in accordance with Section 13405(A) of the HITECH Act. As required by HITECH, CHLIC shall provide Individuals with access to certain PHI in electronic form. CHLIC shall provide an accounting of disclosures of PHI to an Individual who requests such accounting in the manner and time required in 45 C.F.R. § 164.528. Section 12. Requests for Privacy Protection. CHLIC shall handle requests by an Individual for privacy protection for such Individual's PHI pursuant to the requirements of 45 C.F.R. § 164.522. Section 13. Processes and Procedures. In carrying out its duties set forth in Article II, Sections 9 — 12, above, CHLIC will implement the Standard Business Associate Processes and Procedures (the "Processes and Procedures") attached hereto for requests from Individuals, including the requirement that requests be made in writing, the creation of forms for use by Individuals in making such requests, and the setting of time periods for the Plan to forward to CHLIC any such requests made directly to the Plan or Plan Sponsor. In addition, CHLIC will implement the Processes and Procedures relating to disclosure of PHI to Plan Sponsor or designated third parties. Section 14. Availability of Books and Records. CHLIC hereby agrees to make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by CHLIC on behalf of the Plan, available to the Secretary for purposes of determining the Plan's compliance with the Privacy Rule. III. TERMINATION OF AGREEMENT WITH CHLIC Section 1. Termination Upon Breach of Provisions Applicable to PHI. Any other provision of the Agreement notwithstanding, the Agreement may be terminated by the Plan upon prior written notice to CHLIC in the event that CHLIC materially breaches any obligation of this Addendum and fails to cure the breach within such reasonable time as the Plan may provide for in such notice; provided that in the event that termination of the Agreement is not feasible, in the Plan's sole discretion, the Plan shall have the right to report the breach to the Secretary. If CHLIC knows of a pattern of activity or practice of the Plan, that constitutes a material breach or violation of the Plan's duties and obligations under this Addendum, CHLIC shall provide a reasonable period of time, as agreed upon by the parties, for the Plan to cure the material breach or violation. Provided, however, that, if the Plan does not cure the material breach or violation within such agreed upon time period, CHLIC shall terminate the Agreement, if feasible, at the end of such period. 04/03/2014 M Client Name: City of Tamarac Administrative Services Only Agreement Section 2. Use of PHI upon Termination. The parties hereto agree that it is not feasible for CHLIC to return or destroy PHI at termination of the Agreement; therefore, the protections of this Addendum for PHI shall survive termination of the Agreement, and CHLIC shall limit any further uses and disclosures of such PHI to the purpose or purposes which make the return or destruction of such PHI infeasible. IV. OBLIGATION OF THE PLAN The Plan will not request CHLIC to use or disclose PHI in any manner that would not be permissible under HIPAA or HITECH if done by the Plan. V. DEFINITIONS FOR USE IN THIS ADDENDUM "Breach" means the unauthorized acquisition, access, use, or disclosure of Unsecured PHI which compromises the security or privacy of such information, except where an unauthorized person to whom such information is disclosed would not reasonably have been able to retain such information. A Breach does not include any unintentional acquisition, access, or use of PHI by an employee or individual acting under the authority of CHLIC if such acquisition, access, or use was made in good faith and within the course and scope of the employment or other professional relationship of such employee or individual with CHLIC; any inadvertent disclosure from an individual who is otherwise authorized to access PHI at a facility operated by CHLIC to another similarly situated individual at the same facility; and such information is not further acquired, accessed, used, or disclosed without authorization by any person. "Designated Record Set" shall have the same meaning as the term "designated record set" as set forth in the Privacy Rule, limited to the enrollment, payment, claims adjudication, and case or medical management record systems maintained by CHLIC for the Plan, or used, in whole or in part, by CHLIC or the Plan to make decisions about Individuals. "Effective Date" shall mean the earliest date by which the Plan is required to have executed a Business Associate Agreement with CHLIC pursuant to the requirements of Applicable Law. "Electronic Protected Health Information" shall mean PHI that is transmitted by or maintained in electronic media as that term is defined in 45 C.F.R. § 160.103. "Limited Data Set" shall have the same meaning as the term "limited data set" as set forth in as defined in 45 C.F.R. § 164.514(e)(2). "Protected Health Information" or "PHI" shall have the same meaning as set forth at 45 C.F.R. § 160.103. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services. "Security Incident" shall have the same meaning as the term "security incident" as set forth in 45 C.F.R. § 164.304. "Unsecured Protected Health Information" shall mean PHI that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under Section 13402(h)(2) of ARRA. 04/03/2014 47 Client Name: City of Tamarac Administrative Services Only Agreement Cigna Health and Life Insurance Company Standard Business Associate Processes and Procedures These Standard Business Associate Processes and Procedures apply to each self -funded group health plan ("Plan") of an entity ("Plan Sponsor") that has entered or will enter into an Administrative Services Only Agreement, Flexible Spending Account or Reimbursement Accounts Administrative Services Agreement and/or Continuation Coverage Services Agreement (collectively, as applicable, the "Administrative Services Agreement") with Cigna Health and Life Insurance Company ("CHLIC"). The Plan and CHLIC are parties to a Business Associate Agreement/Privacy Addendum. Unless otherwise defined, capitalized terms have the meaning provided therein, or if not defined in such agreement, as defined in 45 C.F.R. parts 142, 160, 162 and 164 ("HIPAA"), also known as the HIPAA Standards for Electronic Transactions, the HIPAA Security Standards, and the HIPAA Privacy Rule and/or the Health Information Technology for Economic and Clinical Health Act, which was included in the American Recovery and Reinvestment Act of 2009 (P.L. 111-5 ("ARRA")). Section 1. Access to PHI. When an Individual requests access to PHI contained in a Designated Record Set and such request is made directly to the Plan or Plan Sponsor, the Plan shall forward the request to CHLIC within five (5) business days of such receipt. Upon receipt of such request from the Plan, or upon receipt of such a request directly from an Individual, CHLIC shall make such PHI available directly to the Individual within the time and manner required in 45 C.F.R. § 164.524. The Plan delegates to CHLIC the duty to determine, on behalf of the Plan, whether to deny access to PHI requested by an Individual and the duty to provide any required notices and review in accordance with the HIPAA Privacy Rule. Section 2. Availability of PHI for Amendment. (a) When an Individual requests amendment to PHI contained in a Designated Record Set, and such request is made directly to the Plan or Plan Sponsor, within five (5) business days of such receipt, the Plan shall forward such request to CHLIC for handling, except that the Plan shall retain and handle all such requests to the extent that they pertain to Individually Identifiable Health Information (such as enrollment information) originated by the Plan, Plan Sponsor, or the Plan's other business associates. CHLIC shall respond to such forwarded requests as well as to any such requests that it receives directly from Individuals as required by 45 C.F.R. § 164.526, except that CHLIC shall forward to the Plan for handling any requests for amendment of PHI originated by the Plan, Plan Sponsor, or the Plan's other business associates. (b) With respect to those requests handled by CHLIC under subparagraph (a) above, the Plan delegates to CHLIC the duty to determine, on behalf of the Plan, whether to deny a request for amendment of PHI and the duty to provide any required notices and review as well as, in the case of its determination to grant such a request, the duty to make any amendments in accordance with the terms of the Privacy Rule. In all other instances, the Plan retains all responsibility for handling such requests, including any denials, in accordance with the HIPAA Privacy Rule. (c) Whenever CHLIC is notified by the Plan that the Plan has agreed to make an amendment pursuant to a request that it handles under subparagraph (a) above, CHLIC shall incorporate any such amendments in accordance with 45 C.F.R. §164.526. 04/03/2014 Client Name: City of Tamarac Administrative Services Only Agreement Section 3. Accounting of Disclosures. When an Individual requests an accounting of disclosures of PHI held by CHLIC directly to the Plan or Plan Sponsor, the Plan shall within five (5) business days of such receipt forward the request to CHLIC to handle. CHLIC shall handle such requests, and any such requests for an accounting of disclosures received directly from Individuals, in the time and manner as required in 45 C.F.R. § 164.528. Section 4. Requests for Privacy Protection. CHLIC shall handle Individuals' requests made to it for privacy protection for PHI in CHLIC's possession pursuant to the requirements of 45 C.F.R. § 164.522. The Plan shall forward to CHLIC to handle any such requests the Plan receives from Individuals that affect PHI held by CHLIC. Section 5. General Provisions Regarding Requests. CHLIC may require that requests pursuant to Sections 1 through 4 above be made in writing and may create forms for use by Individuals in making such requests. When responding to an Individual's request as provided above, CHLIC may inform the Individual that there may be other "protected health information" created or maintained by the Plan and/or the Plan's other business associates and not included in the CHLIC's response. CHLIC shall not be responsible for performing any duties described in the Business Associate Agreement with respect to any such other "protected health information." In carrying out its duties set forth herein, CHLIC may establish such additional procedures and processes for requests from Individuals as permitted by the Privacy Rule. Section 6. Disclosure of PHI to the Plan Sponsor. To the extent that the fulfillment of CHLIC's obligations under the Administrative Services Agreement requires CHLIC to disclose or provide access to PHI to Plan Sponsor or any person under the control of Plan Sponsor (including third parties), CHLIC shall make such disclosure of or provide such access to PHI only as follows: (i) CHLIC shall disclose Summary Health Information to any employee or other person under the control of Plan Sponsor (including third parties) upon the Plan Sponsor's written request for the purpose of obtaining premium bids for the provision of health insurance or HMO coverage for the Plan or modifying, amending or terminating the Plan; and (ii) If the Plan elects to provide PHI to the Plan Sponsor, CHLIC shall disclose or make available PHI, other than Summary Health Information, at the written direction of the Plan to only those employees or other persons identified in the Plan documents and under the control of Plan Sponsor solely for the purpose of carrying out the Plan administration functions that Plan Sponsor performs for the Plan. Such employees or other persons (including third parties) will be identified by the Plan in writing (by name, title, or other appropriate designation) to CHLIC as a condition of disclosure of PHI pursuant to this Section 6(ii). The Plan may modify such list from time to time by written notice to CHLIC. Section 7. Disclosures of PHI to Third Parties. Upon the Plan's written request, CHLIC will provide PHI to certain designated third parties who assist in administering the Plan and who are authorized by the Plan to receive such information solely for the purpose of assisting in carrying out Plan administration functions ("Designated Third Parties"). Such parties may include, but are not limited to, third -party administrators, consultants, brokers, auditors, successor administrators or insurers, and stop -loss carriers. As a condition to providing PHI to a Designated Third Party, CHLIC may require that the Plan have a business associate agreement (within the meaning of the Privacy Rule) with such Designated Third Party. 04/03/2014 Client Name: City of Tamarac Administrative Services Only Agreement Exhibit E —Conditional Claim/Subrogation Recovery Services I. Plans Without CHLIC Stop Loss Coverage If Employer has not purchased individual or aggregate stop loss coverage from CHLIC or an affiliate with respect to its self -funded employee welfare benefit plan: A. All conditional claim payment and/or subrogation recoveries under the Plan will be handled by the entity checked below; Employer An independent recovery vendor whose name and address follow: CHLIC and its subcontractor(s) B. If Employer has designated CHLIC and its subcontractors to act as its recovery agent in paragraph I.A. above, then: i. Employer hereby confers upon CHLIC and its subcontractors' discretionary authority to reduce recovery amounts by as much as fifty percent (50%) of the total amount of benefits paid on Employer's behalf, and to enter into binding settlement agreements for such amounts. ii. In the event a settlement offer represents a reduction greater than the percentage identified above, CHLIC and its subcontractors should seek settlement advice from: Name: Title: Address: Telephone: iii. All amounts reimbursed to Employer's Bank Account shall be refunded at the gross amount. CHLIC's and it subcontractors' subrogation administration fee on cases where CHLIC and its subcontractors' have retained counsel and in cases where no counsel has been retained by CHLIC and its subcontractors are both reflected in the Schedule of Financial Charges. C. Except where agreed to by CHLIC and Employer, CHLIC and its subcontractors shall have no duty or obligation to represent Employer in any litigation or court proceeding involving any matter which is the subject of this Agreement, but shall make available to Employer and/or Employer's counsel such information relevant to such action or proceeding as CHLIC and its subcontractors may have as a result of its handling of any matter under this Agreement. D. In the event Employer purchases individual or aggregate stop loss coverage from CHLIC or an affiliate with respect to its self -funded employee welfare benefit plan at any time during the life of this Agreement, the provisions of paragraph II., below, shall control. 04/03/2014 50 Client Name: City of Tamarac Administrative Services Only Agreement II. Plans with CHLIC Stop Loss Coverage If Employer has purchased individual or aggregate stop loss coverage from CHLIC or an affiliate with respect to its self -funded employee welfare benefit plan: A. CHLIC and its subcontractors shall have the right and responsibility to manage all conditional claim payment and/or subrogation recoveries under the Plan. CHLIC and its subcontractors shall reimburse to the Plan the recovery minus relevant individual and aggregate stop loss payments made by CHLIC. B. All amounts reimbursed to Employer's Bank Account shall be refunded at the gross amount. CHLIC's and its subcontractors' subrogation administration fee on cases where CHLIC and its subcontractors' have retained counsel and in cases where no counsel has been retained by CHLIC and its subcontractors, are both reflected in the Schedule of Financial Charges. C. CHLIC and its subcontractors shall have no duty or obligation to represent Employer in any litigation or court proceeding involving any matter which is the subject of this Agreement but shall make available to Employer and/or Employer's counsel such information relevant to such action or proceeding as CHLIC and its subcontractors may have as a result of its handling of any matter under this Agreement. Notwithstanding the foregoing, CHLIC and its subcontractors reserve to itself the right to retain counsel to represent CHLIC's own interests in any subrogation and/or conditional claim recovery action under the Plan. 04/03/2014 51