Resolution No. 8490I - h=
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RESOLUTION NO. 8490
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING THE RENEWAL OF A MASTER STOP LOSS
POLICY (UP-2R05) AND APPROVING AND AUTHORIZING THE
EXECUTION OF AN ADMINISTRATIVE SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF VERNON AND UNITED OF
OMAHA LIFE INSURANCE COMPANY
WHEREAS, the City of Vernon has agreements with United of
Omaha Life Insurance Company ("Omaha") for administering the City's
employee health care plan; and
WHEREAS, on January 6, 2004, the Finance Committee
considered the recommendations of Bruce V. Malkenhorst, Director of
Finance, dated December 18, 2004, that the City approve the renewal
package for medical/dental/life insurance renewals from Omaha-PPO
Program -for 2004; and
WHEREAS, the City desires to approve the renewal of the
Master Stop Loss Policy (No. UP-2R05) with United effective January 1,
12004; and
WHEREAS, Omaha has requested that the City sign an
Administrative Services Agreement for the period January 1, 2004
through December 31, 2004, which is renewable for successive one-year
periods unless 60 days written notice to terminate is provided; and
WHEREAS, on July 13, 2004, the Finance Committee considered
the recommendation of Bruce V. Malkenhorst, Director of Finance, dated
July 7, 2004, that the Administrative Services Agreement be executed
to implement the renewal of the group policies; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
1 necessity to enter into an Administrative Services Agreement with
2 Omaha, to enhance services provided to the Vernon community.
3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
4 CITY OF VERNON AS FOLLOWS:
5 SECTION 1: The City Council of the City of Vernon hereby
6 finds and determines that the recitals contained hereinabove are true
7 and correct.
8 SECTION 2: The City Council of the City of Vernon hereby
9 approves the Administrative Services Agreement with United of Omaha
10 Life Insurance Company, in substantially the same form as Exhibit A
11 which attached hereto and incorporated herein by reference. The City.
12 Council of the City of Vernon hereby approves the Master Stop Loss
13 Policy (No. UP-2R05) with Omaha, a copy of which is attached hereto as
14 Exhibit B and incorporated herein by reference.
15 SECTION 3: The City Council of the City of Vernon hereby
16 authorizes the Mayor and the City Clerk to execute said Agreement for,
17 and on behalf of, the City of Vernon.
18 SECTION 4: The City Council of the City of Vernon hereby
19 directs the City Clerk, or his designee, to send one fully executed
20 Agreement to:
21 Gallagher Benefit Services of California
Attn: Brenda K. Lee, Senior Benefit Consultant
22 505 N. Brand Blvd., 6th Floor
23 Glendale, CA 91203-3944
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SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 14th day of July, 2004.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
EONIS C. MAEBURG, Mayor
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STATE OF CALIFORNIA )
) ss
,COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8490, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
July 14, 2004, and thereafter was duly signed by the Mayor of the City
of Vernon.
(SEAL)
0
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
VI&
ADMINISTRATIVE SERVICES AGREEMENT
between
THE CITY OF VERNON
and
UNITED OF OMAHA LIFE INSURANCE COMPANY
TABLE OF CONTENTS
RECITALS..................................................................................................................................... 1
SECTION l: DEFINITIONS.......................................................................................... ...... 1
SECTION 2: DUTIES OF COMPANY................................................................................... 2
SECTION 3: DUTIES OF CONTRACTHOLDER.................................................................
3
SECTION 4: FUNDING AND PAYMENT OF CLAIMS ......................................................
4
SECTION 5: ENROLLMENT AND ELIGIBILITY...............................................................
5
SECTION 6: FRAUD IDENTIFICATION AND INVESTIGATION ....................................
5
SECTION 7: LIMITATIONS...................................................................................................
7
SECTION 8: ADMINISTRATION FEES AND OTHER EXPENSES ...................................
7
SECTION 9: LIABILITY AND INDEMNIFICATION..........................................................
8
SECTION 10: CONFIDENTIAL INFORMATION..................................................................
9
SECTION 11: INSPECTION OF BOOKS AND RECORDS .................................................
17
SECTION 12: MODIFICATION OF THIS AGREEMENT ....................................................
17
SECTION 13: MODIFICATION OF PLAN............................................................................18
SECTION 14: TERM AND TERMINATION.........................................................................
18
SECTION 15: GENERAL PROVISIONS...............................................................................
21
EXHIBIT 1
CLAIMS SERVICES
EXHIBIT 2
CONTRACTHOLDEWS RESPONSIBILITIES
EXHIBIT 3
COMPENSATION AND PAYMENTS
EXHIBIT 4
MEDICAL MANAGEMENT SERVICES
EXHIBIT 5
OTHER SERVICES
EXHIBIT 6
MANAGED CARE NETWORK SERVICES
EXHIBIT 7
COBRA BILLING AND COLLECTION SERVICES
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement"), effective January 1,
2004 (the "Effective Date"), is between The City of Vernon ("Contractholder") and United of
Omaha Life Insurance Company ("Company").
RECITALS
A. Contractholder has adopted a self -funded program of hospital, medical, prescription drug,
and dental benefits for its employees, retirees and their eligible dependents (the "Plan");
and
B. For purposes of its administrative services, Company shall identify the Plan under Group
ID G000-2R05; and
C. This Administrative Services Agreement supersedes any prior similar agreement between
the parties whether oral or written.
In consideration of the mutual promises contained herein, the parties agree as follows:
SECTION 1: DEFINITIONS
The following terms have the following meanings. Any singular word shall include any plural of
the same word.
"Business Day" means any day other than a Saturday, Sunday or other day on which
commercial banks in Omaha, Nebraska are authorized or required to remain closed.
"Check" means the instrument of payment issued by Company for the payment of benefits
under the Plan pursuant to this Agreement, whether such instrument is a draft or a check.
"Discounted Charge" means the charge that a Provider has agreed to accept as payment in full
in accordance with contractual arrangements with Company. A "Discounted Charge" does not
include pharmaceutical rebates, and any other reductions, fees or credits a Provider may
periodically give Company. For purposes of this definition, "Provider" means a health care
provider, a provider network, a pharmacy benefit manager, or another vendor of health care
services and supplies.
"Governmental Authority" means the government of the United States or any state or political
subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.
"HIPAA" means the Health Insurance Portability & Accountability Act of 1996, as amended
from time to time, and regulations thereunder.
"Law" means any and all laws, regulations, rules, ordinances and other binding requirements
and judicial or administrative orders of a Governmental Authority.
"Managed Care Network" means Company's preferred provider network, as it is constituted
from time to time, or selected health care providers who have entered into agreements with
Company, or with a party that has contracted with Company, to make themselves available to
provide health care or prescription drugs to Participants.
"Medical Specialty Network" means Company's network of organ and soft -tissue transplant
medical centers.
"MSN Provider" means a provider contracted, either directly or indirectly, with Company to
provide organ/tissue transplants to Participants. Such providers shall include, but shall not be
limited to, hospitals, physicians and ancillary providers associated with transplant medical
centers in the Medical Specialty Network.
"Network Provider" means a health care provider who has entered into an agreement with
Company, or with a parry that has contracted with Company, to participate in the Managed Care
Network.
"Network Provider Agreement" means Company's agreement with a health care provider, or
with a party that has contracted with a health care provider, that describes the terms under which
the health care provider participates in the Managed Care Network.
"Non -Network Provider" means a health care provider who is not a Network Provider.
"Participant" means an employee or a retiree and his or her dependents who are covered under
the Plan.
"Plan Benefit Account" means an account established by the Company on which Plan benefit
payments are issued by Company and other withdrawals are made by Company in accordance
with this Agreement.
"Subrogation" means the right to recover Plan benefit payments made to a Participant or a
health care provider because of an injury to the Participant caused by a third party's wrongful act
or negligence for which the Participant or health care provider later receives or is entitled to
receive payment from the third party or the third party's insurer.
SECTION 2: DUTIES OF COMPANY
2.1 Company's Responsibilities. Company shall provide the services described in this
Agreement and the Exhibits attached hereto.
2.2 Fidelity Bond. Company shall maintain, at its sole expense, a fidelity bond covering
losses caused by dishonesty of its officers, employees or agents, as well as loss or
destruction of monies or other property belonging to others and held by Company, until
such time as all duties of Company hereunder are fully discharged.
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SECTION 3: DUTIES OF CONTRACTIIOLDER
3.1 Contractholder's Responsibilities. Contractholder shall comply with its duties and
obligations described in Exhibit 2 and comply with its other duties and obligations
described in this Agreement and the other Exhibits attached hereto.
3.2 Authority. Contractholder retains all authority and responsibility to control, manage and
operate the Plan.
3.3 Responsibility for Plan Funding. Contractholder shall be solely responsible for
determining the funding requirements for the Plan, including, without limitation, the
contribution levels required for persons covered under the Plan.. Although Company may
provide assistance or recommendations with respect to suggested Plan funding and
contribution levels, Company does not guarantee, represent or warrant that any suggested
Plan funding or contribution levels shall be adequate or may not need to be modified or
adjusted based upon Plan participation, Plan design changes, claims experience under the
Plan or for other reasons.
3.4 Financial Condition. Upon request of Company, Contractholder shall furnish
information about its financial condition reasonably required by Company to determine
the ability of Contractholder to meet its financial obligations under this Agreement.
3.5 Plan Documents. The parties acknowledge that, prior to the Effective Date,
Contractholder has furnished to Company copies of all documents relating to the Plan,
including, without limitation, the Plan instrument, the Summary Plan Description, a
detailed description of Plan coverage, and employee communications relating to the Plan.
Contractholder shall amend any such document, at the request of Company, if the
provision to be amended is inconsistent with this Agreement. Contractholder shall be
solely responsible for ensuring that all Plan documents comply with applicable laws and
regulations.
3.6 Complaints by Participants. Contractholder shall promptly advise Company of any
complaints made by Participants of which Contractholder is aware that concern the
services provided by Company.
3.7 Contractholder's Authority. Contractholder or a fiduciary designated by
Contractholder shall retain full discretion and authority to construe and interpret the Plan
with respect to all questions regarding the amount and payment of any Plan benefits in
accordance with the terms of the Plan.
3.8 Subrogation. Contractholder shall be solely responsible for investigation of potential
Subrogation under the Plan, for pursuing and enforcing Subrogation under the Plan, and
for making settlement decisions involving Subrogation. Company shall have no
obligations or duties related to Subrogation under the Plan.
SECTION 4: FUNDING AND PAYMENT OF CLAIMS
4.1 Plan Benefit Account. Contractholder shall maintain in the Plan Benefit Account an
amount which shall be sufficient at all times to fund the Checks written on it for payment
of Plan benefits and withdrawals by Company for such other fees, expenses, or charges as
authorized in this Agreement. Contractholder authorizes Company to draw upon the Plan
Benefit Account amounts representing payments authorized in this Agreement.
4.2 Plan Benefit Account Charges. Contractholder shall be responsible for all banking
costs, fees and charges related to the maintenance and administration of the Plan Benefit
Account.
4.3 Plan Benefit Account Reconciliation. Company shall perform all administrative
functions necessary for the proper maintenance of the Plan Benefit Account, including a
monthly reconciliation of the Plan Benefit Account bank statement.
4.4 Payment of Claims. Company shall issue Checks from the Plan Benefit Account for
Plan benefits. Company shall have no obligation to issue Checks from the Plan Benefit
Account if there are no or insufficient funds in the Plan Benefit Account.
4.5 Company is Not a Fiduciary or Plan Administrator. Company does not have any
discretion in determining the amount and payment of Plan benefits, nor is Company
authorized to manage, acquire or dispose of Plan assets on a discretionary basis.
Company shall not be deemed to be a named fiduciary under the Plan or a fiduciary for
any purpose or for any duties whatsoever. Additionally, Company is not the Plan
"administrator" as deemed in Section 3(16)(A) of ERISA.
4.6 Underpayment/Overpayment. In no event shall Company be deemed to have a
fiduciary obligation to pursue recovery of any incorrect claim payments. In the event
Company pays any person less than the amount to which such person is entitled under the
Plan, Company shall promptly adjust the underpayment by drawing the additional funds
from the Plan Benefit Account. In the event Company overpays any person entitled to
benefits under the Plan, or pays benefits to any person not entitled to them, Company or
its subcontractor shall take reasonable steps to request return of the overpayment and,
except as provided in Section 6, Company shall not initiate court proceedings or other
legal action to recover an overpayment. Company shall only be liable for overpayments
to the extent set forth in Section 9.6.
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SECTION 5: ENROLLMENT AND ELIGIBILITY
5.1 Enrollment Responsibilities. Contractholder shall:
(a) respond to all routine inquiries from Participants concerning enrollment in the
Plan and its terms, conditions, and operations;
(b) notify Participants of their right to apply for benefits and supply them with any
necessary claim forms and claim filing instructions;
(c) notify Participants of their COBRA and conversion rights, if any; and
(d) notify Participants of any other rights as required of Contractholder by any
applicable Law.
5.2 Eligibility. In determining any person's right to benefits under the Plan, Company shall
rely upon eligibility information furnished by Contractholder. It is mutually understood
that the effective performance by Company under this Agreement shall require that it be
advised on a timely basis by Contractholder of the identity of persons covered under the
Plan and the effective date or the termination date of their coverage.
5.3 Verification Process. Contractholder shall implement and maintain an enrollment and
eligibility verification process which provides Company with Participant eligibility and
enrollment information on a timely basis to enable Company to provide services under
this Agreement.
SECTION 6: FRAUD IDENTIFICATION AND INVESTIGATION
6.1 Fraud Services. Company shall perform the following services intended to identify,
monitor and report suspected fraudulent, questionable and/or abusive claim practices by
third parties (i.e., health care providers, persons covered under the Plan, and/or other
persons or entities), that affect the Plan:
(a) monitoring of health care providers, as Company in its sole judgment and
discretion deems proper, appropriate or necessary, who may have engaged in
suspected fraudulent, questionable and/or abusive billing practices, affecting a
Plan claim;
(b) providing a toll -free telephone number for employees to report suspected fraud or
abuse related to a Plan claim; and
(c) reporting suspected fraud or abuse related to a Plan claim to appropriate state
and/or federal governmental authorities.
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Company may, at its sole discretion, perform the following additional services:
(a) Company may investigate and take steps to collect allegedly overpaid claims due
to suspected fraudulent, questionable, and/or abusive claim information submitted
to Company by a third party;
(b) Company may investigate and prevent the payment of claims involving suspected
fraudulent, questionable, and/or abusive claim information submitted to Company
by a third party; and
(c) in a situation in which Company has not identified any suspected fraudulent,
questionable, and/or abusive claim practices, Company may nevertheless (i)
perform audits of a health care provider to determine whether funds have been
paid to such health care provider by Company in connection with a claim that
exceed the actual charges billed by such health care provider, and (ii) initiate
action to collect any claim overpayments.
Company may perform any or all of the services described in this Section 6.1 only with
respect to the Plan or in connection with Company's (or any affiliate's) performance of
such services with respect to other plans that are or have been administered or insured by
Company (or any affiliate), including, without limitation, Company's (or any affiliate's)
group or individual insurance policies.
Company may retain outside counsel, investigative firms, collection firms, or other
parties to assist Company in the performance of its services described in this Section 6.1.
6.2 Standards, Practices and Procedures. Company may, at its sole discretion, utilize such
standards, practices and procedures as it deems proper, appropriate or necessary to
perform its fraud identification and investigation services herein.
6.3 Claim Overpayments Relating to Fraud Services. At its sole discretion, Company
may notify Contractholder in the event Company initiates any steps to (a) collect any
alleged Plan claim overpayments from a third party in accordance with Section 6.1, or
(b) prevent the payment of any Plan claims in accordance with Section 6. L
Company shall not be required to institute legal proceedings in order to seek recovery of
any alleged Plan claim overpayments or to prevent the payment of any Plan claims due to
suspected fraudulent, questionable, and/or abusive claim information submitted to
Company. Nevertheless, Contractholder explicitly grants Company the sole discretion
and authority to pursue any action to recover funds in accordance with Section 6.1 or to
prevent the payment of claims in accordance with Section 6.1 on behalf of
Contractholder, including, without limitation, the filing of a legal action in Company's
name, and to settle and/or compromise such claims as Company, in its sole judgment and
discretion, deems proper and appropriate under the circumstances.
If Company decides to not investigate and take steps to collect allegedly overpaid Plan
claims (e.g., because the estimated cost of investigation will exceed the amount of the
overpaid claim), Company shall refer to Contractholder information relating to such
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allegedly overpaid Plan claims. Contractholder may, at its sole discretion, effort and cost,
investigate and take steps to collect any such Plan claim overpayments.
6.4 No Guarantee. Neither this Agreement nor the performance of any of its services under
this Section 6 constitutes a guarantee by Company (or any affiliate) that it shall identify
or investigate all fraudulent, questionable and/or abusive claim practices by third parties
that affect the Plan or a guarantee that Company (or any affiliate) shall be successful in
recovering any, overpaid Plan claims due to suspected fraudulent, questionable, and/or
abusive claim information submitted to Company by third parties.
6.5 Request of Contractholder. Upon request of Contractholder to monitor, investigate or
take any action with respect to suspected, fraudulent, questionable and/or abusive claim
practices, Company may take such action or no action, as Company in its sole judgment
and discretion deems proper, appropriate or necessary.
6.6 No Fiduciary Obligation. In no event shall Company be deemed to have a fiduciary
obligation to pursue recovery of any claim overpayments or to identify, investigate,
monitor or report suspected, fraudulent, questionable and/or abusive claim practices.
SECTION 7: LUMTATIONS
7.1 Names. Contractholder shall not alter, use or reproduce, by any means, any logo,
trademark, service mark or name of Company or any company affiliated with Company,
in any advertising, publicity releases, customer lists or otherwise, without the prior
written consent of an authorized representative of Company.
7.2 Disobey Laws. Contractholder shall not disobey or violate any applicable Laws.
7.3 Withhold Concurrence. Contractholder shall not unreasonably withhold concurrence so
as to impair the efficiency of Company in all matters undertaken by Company which
require Contractholder's concurrence.
SECTION 8: ADMINISTRATION FEES AND OTHER EXPENSES
8.1 Fees and Expenses. Contractholder-shall:
(a) pay Company the administration fees and other fees and payments for services
performed under this Agreement as set forth in in Exhibit 3 and in other
provisions of this Agreement.
(b) pay or reimburse Company for other charges, fees, taxes, assessments, surcharges,
expenses or debts for which Contractholder is responsible under this Agreement
including, without limitation, any fees, taxes, assessments, surcharges, debts or
expenses imposed upon the Plan or Contractholder by any Governmental
Authority.
8.2 Withdrawals from Plan Benefit Account. Company may withdraw from the Plan
Benefit Account any amounts which are due and payable to Company in accordance with
Section 8.1(a) or Section 8.1(b).
8.3 Time of Payments. Unless Company withdraws amounts in accordance with Section
8.2, Contractholder shall pay Company all amounts which are due and payable to
Company by the end of the month following receipt of Company's billing statement.
SECTION 9: LIABILITY AND INDEMNIFICATION
9.1 Provider of Services. In performing its obligations under this Agreement, Company
neither insures nor underwrites any liability of Contractholder under the Plan, but acts
only as the provider of the services described in this Agreement.
9.2 Defense. Contractholder shall accept the tender of defense and retain the liability for all
Plan benefits claims and all expenses incident to the Plan. Company shall have no duty or
obligation to defend against any action or proceeding brought to recover a claim for Plan
benefits or expenses incident to the - Plan. Company shall, however, cooperate with
Contractholder in the defense of any matters related to Company's services under this
Agreement and shall make available to Contractholder and its counsel such documents or
information relevant to such action or proceeding as Company may have as a result of its
provision of administrative services hereunder.
9.3 Contractholder's Responsibility. Contractholder agrees that it retains responsibility for
compliance with HIPAA and other federal and state Laws, and for Plan claims and all
expenses incident to the Plan, except for the services and expenses specifically assumed
by Company in this Agreement.
9.4 Choice of Counsel. In the event of any litigation involving either Company or
Contractholder concerning any matter related to the Plan, including, without limitation,
any lawsuit for benefits, each party to this Agreement shall retain sole authority to select
legal counsel of its choice.
9.5 Indemnification by Contractholder. In addition to Contractholder's obligations under
Section 9.7 and Section 9.8 herein, Contractholder shall indemnify, defend and hold
Company harmless from any liability, loss, costs, expenses or damages (including,
without limitation, reasonable attorneys' fees, court costs and extracontractual and
punitive damages) incurred by Company, arising out of or resulting from (a) any act or
omission of Contractholder, its officers, directors or employees including, without
limitation, any failure to comply with any material term or obligation of this Agreement,
(b) any act or omission related to the Plan or a Plan claim for which Company has not
specifically assumed responsibility or liability under this Agreement, or (c) any act or
omission of Company based upon direction or instruction from Contractholder.
9.6 Indemnification by Company. Company shall indemnify, defend and hold
Contractholder harmless from any liability, loss, costs, expenses or damages (including,
without limitation, reasonable attorneys' fees, court costs and extracontractual and
punitive damages) incurred by Contractholder arising out of or resulting from Company's
gross negligence or intentional wrongdoing with respect to the performance of its
services under this Agreement. However, Company's obligation under this Section 9.6
shall not extend to liability, loss, costs, expenses or damages (including, without
limitations, attorneys' fees, court costs and extracontractual and punitive damages)
resulting from acts or omissions of Contractholder, its officers, directors, or employees or
acts or omissions of health care providers who furnish services to persons covered under
the Plan. Additionally, Company shall not be liable to Contractholder for mistakes of
judgment, incorrect determinations of benefits payable, actions taken in good faith, or
actions taken based upon eligibility information furnished by Contractholder, or other
information furnished to Company by Contractholder, a person covered, or who claims to
be covered, under the Plan, or any health care provider.
9.7 Reimbursement of Taxes and Other Charges. Contractholder shall reimburse
Company, within thirty (30) days after written demand from Company, for any state
premium or similar tax, or any similar benefit or Plan related charge, surcharge or
assessment, however denominated, including any penalties and interest payable with
respect thereto, assessed against Company on the basis of and/or measured by the amount
of Plan benefits administered by Company pursuant to this Agreement. Contractholder
shall also be responsible for and reimburse Company for any other expense, fee, or
charge, other than those for which Company has specifically assumed responsibility
under this Agreement, within thirty (30) days after written demand from Company.
9.8 Liability for Medical Management. Contractholder shall indemnify, defend, and hold
Company harmless from any liability, loss, costs and expenses (including reasonable
attorneys' fees and court costs), including punitive or extracontractual damages, arising
out of or resulting from the performance of medical management services described in
Exhibit 4, unless such liability is found by a court of competent jurisdiction to arise out of
the gross negligence or intentional wrongdoing of Company in the exercise of its duties
under this Agreement.
9.9 Contractholder's Direction. Company shall not be liable for any act or failure to act, in
the exercise of its powers and performance of its duties hereunder, if the act or failure to
act is at the instruction or direction of Contractholder.
9.10 Tax Liability. Company shall not be responsible for any tax liability that may be
imposed upon Contractholder or the Plan.
SECTION 10: CONFIDENTIAL INFORMATION
10.1 Definitions. For purposes of this Section 10, the following terms have the following
meanings. Terms used, but not otherwise defined, in this Section shall have the same
meaning as those terms in 45 CFR 160.103, 164.103 and 164.501.
(a) "Confidential Business Information" means all written, oral or electronic
nonpublic business or financial information that is designated as confidential in
accordance with Section 10.2(c) herein, and all copies thereof, and all analyses,
reports, data or other written or electronic documents prepared by a Receiving
Party or its Representatives based on, or which contains, any Confidential
Business Information and identified as confidential pursuant to Section 10.2(c)
hereof. Notwithstanding the foregoing, the term "Confidential Business
Information" shall not include any information that (i) first enters the public
domain through means other than direct or indirect disclosure by the Receiving
Party in violation of the terms of this Agreement, or (ii) is in possession of the
Receiving Party free of any obligation of confidence to the Supplying Party.
(b) "Confidential Information" means Confidential Business Information and
Confidential Personal Information.
(c) "Confidential Personal Information" means all individually identifiable personal
information relating to any individual covered under the Plan, including, but not
limited to, demographic, medical and financial information, such as name, age,
sex, address, social security number, past or present physical and mental health
condition and treatment, debt status or history, income and other similar
individually identifiable personal information. The term "Confidential Personal
Information" includes, but is not limited to, Protected Health Information.
(d) "Individual" has the same meaning as the term "individual' in 45 CFR 160.103
and shall include a person who qualifies as a personal representative in
accordance with 45 CFR 164.502(g).
(e) "Privacy Rule" means the Standards for Privacy of Individually Identifiable
Health Information at 45 CFR part 160 and part 164, subparts A and E, as may be
amended from time to time.
(f) "Protected Health Information" has the same meaning as the term "protected
health information" in 45 CFR 160.103, limited to the information created or
received by Company from or on behalf of Contractholder.
(g) "Receiving Party" means the party to this Agreement that receives or has access to
Confidential Information.
(h) "Representative" means, with respect to any party to this Agreement, all officers,
directors, employees, agents, consultants, representatives, subcontractors,
professional advisors and affiliates of such party.
(i) "Required by Law" has the same meaning as the term "required by law" in 45
CFR 164.103.
(j) "Secretary" means the Secretary of the Department of Health and Human Services
or its designee.
(k) "Supplying Party" means the party to this Agreement that provides or makes
available Confidential Information to the other party.
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10.2 Confidential Business Information.
(a) Confidentiality Agreement. The Receiving Party agrees to retain all Confidential
Business Information in confidence, and shall not use or disclose Confidential
Business Information to others except (i) to its directors, officers and employees
who are necessary or appropriate to perform the obligations required of the party
hereunder, or (ii) if not otherwise prohibited under this Agreement, to the party's
Representatives, for purposes related to the party's performance of its obligations
hereunder, provided the Representative is first informed of the confidential nature
of such information and the obligations set forth herein; and agrees to be bound
thereby. The Receiving Party shall be responsible to the Supplying Party for a
breach of confidentiality by its Representatives.
(b) Return of Confidential Business Information. Upon termination of this
Agreement, the Receiving Party shall promptly return or destroy all Confidential
Business Information as directed in writing by the Supplying Party. Upon written
request of the Supplying Party, the destruction or return of such information shall
be confirmed in writing. If the Receiving Party has post -termination obligations
under this Agreement that require continued access to the Confidential
Information, the Receiving Party's obligation to destroy or return such
information shall be extended until such obligations have ended.
(c) Identification of Confidential Business Information. All Confidential Business
Information in documentary or electronic form shall be identified by a
conspicuous "Confidential' stamp or designation on the cover or first page
thereof. All Confidential Business Information disclosed orally shall not be
considered confidential and subject to the provisions of this Section, unless,
within ten (10) days of the disclosure, the Supplying Party summarizes the oral
disclosure in writing, sends the summary to the Receiving Party and identifies
such summary to be confidential as forth hereunder.
10.3 Confidential Personal Information.
(a) Confidentiality, Return. Except for Protected Health Information, all
Confidential Personal Information shall be deemed confidential, with or without
designation as such by the Supplying Party, and shall be treated in the same
manner as Confidential Business Information, described above in Section 10.2(a)
and Section 10.2(b).
(b) Confidentiality of Protected Health Information. Throughout the term of this
Agreement, Company agrees to protect the confidentiality of Protected Health
Information as follows:
(i) not use or further disclose Protected Health Information other than as
permitted or required by this Agreement or as Required by Law;
use appropriate safeguards to prevent use or disclosure of Protected Health
Information other than as provided for by this Agreement;
(iii) report to Contractholder any use or disclosure of Protected Health
Information not provided for by this Agreement of which it becomes
aware;
(iv) mitigate, to the extent practicable, any harmful effect that is known to
Company of a use or disclosure of Protected Health Information by
Company in violation of the requirements of this Agreement;
(v) ensure that any agent, including a subcontractor, to whom it provides
Protected Health Information received from, or created or received by
Company on behalf of Contractholder, agrees to the same restrictions and
conditions set forth in this Section 10.3(b);
(vi) at the request of and in a time and manner agreed to by Contractholder and
Company, provide access to Protected Health Information in a Designated
Record Set to Contractholder or, as directed by Contractholder, to an
Individual in order to meet the requirements under 45 CFR 164.524;
(vii) make any amendment(s) to Protected Health Information in a Designated
Record Set that Contractholder directs or agrees to pursuant to 45 CFR
164.526 at the request of Contractholder or an Individual, and in the same
time and manner agreed to by Contractholder and Company;
(viii) document such disclosures of Protected Health Information and
information related to such disclosures as would be required for
Contractholder to respond to a request by an Individual for an accounting
of disclosures of Protected Health Information in accordance with 45 CFR
164.528;
(ix) provide to Contractholder or an Individual, in a time and manner agreed to
by Contractholder and Company, information collected in accordance with
subsection 10.3(b)(viii) herein, to permit Contractholder to respond to a
request by an Individual for an accounting of disclosures of Protected
Health Information in accordance with 45 CFR 164.528;
(x) make its internal practices, books and records relating to the use and
disclosure of Protected Health Information received from, or created or
received by Company on behalf of, Contractholder available to
Contractholder, or at the request of Contractholder to the Secretary or their
designee, in a time and manner agreed to by Contractholder and Company
or a time and manner designated by the Secretary, for purposes of the
Secretary determining Contractholder's compliance with the Privacy Rule.
(c) Requests for Confidential Communications. Upon receipt from Contractholder
of a reasonable written request signed by an Individual to receive communications
of Protected Health Information by alternative means or at alternative locations,
Company shall accommodate such request. Company shall not be required to
accommodate the Individual's request if the request does not clearly state that the
12
disclosure of all or part of the Protected Health Information could endanger the
Individual.
(d) Restrictions on Use and Disclosure of Protected Health Information. Upon
receipt from Contractholder of a written request signed by an Individual to restrict
uses or disclosures of Protected Health Information about the Individual to carry
out treatment, payment activities, or health care operations and disclosures
permitted under 45 CFR 164.510(b), Company shall assess its capability to
administer the requested restriction, and inform Contractholder if it agrees to the
restriction. Company shall not be required to agree to a requested restriction. If a
restriction is agreed upon, Company shall not use or disclose Protected Health
Information in violation of such restriction. Company shall terminate an agreed -to
restriction as directed by Contractholder. An agreed -upon restriction shall not be
effective to prevent uses or disclosures permitted or required under 45 CFR
164.502(a)(2)(ii) or 164.512. Company shall document restrictions in accordance
with 45 CFR 164.5300).
(e) Use or Disclosure of Protected Health Information for Emergency Treatment.
Notwithstanding any restriction on Company's use or disclosure of Protected
Health Information, if the Individual who requested the restriction is in need of
emergency treatment and the restricted Protected Health Information is needed to
provide the emergency treatment, Company may use the restricted Protected
Health Information, or may disclose such information to a health care provider, to
provide such treatment to the Individual. If restricted Protected Health
Information is disclosed to a health care provider for emergency treatment under
this Section 10.3(e), Company shall request that such health care provider not
further use or disclose the information.
(f) Privacy -Related Complaints. Upon receipt from Contractholder of a written
complaint by an Individual concerning Company's compliance with its obligations
described in this Section, Company shall take reasonable actions to investigate the
basis for the complaint and attempt to resolve the complaint. Company shall not
be required to incur any legal or other expense in investigating or attempting to
resolve a complaint. Notwithstanding the foregoing, Company shall refer to
Contractholder for handling any complaint or other matter that Company
determines involves: (a) a threat of lawsuit or other legal or regulatory action, (b)
any complaint involving Protected Health Information that is not in a Designated
Record Set maintained by Company, or (c) any complaint involving acts or
omissions of a person other than Company. Company shall document all
complaints received, and their disposition, if any, in accordance with the
requirements of 45 CFR 164.5300).
(g) Sample Notice. Company shall provide Contractholder with a sample notice of
privacy practices required by 45 CFR 164.520. Company does not represent or
warrant that the notice complies with the requirements of the Privacy Rule or any
other law or regulation.
13
(h) Use or Disclosure of Protected Health Information. Except as otherwise limited
in this Agreement, Company may:
(i) use or disclose Protected Health Information to perform functions,
activities, or services for, or on behalf of, Contractholder as specified in
this Agreement, if such use or disclosure would not violate the Privacy
Rule if done by Contractholder;
(ii) use or disclose Protected Health Information for the proper management
and administration of Company or to carry out its legal responsibilities,
including, without limitation, disclosure of Protected Health Information
to a public health authority as required `by state or federal law;
(iii) use or disclose Protected Health Information for the proper management
and administration of Company, provided that the uses and disclosures are
Required by Law, or Company obtains reasonable assurances from the
entity or person to whom the information is disclosed that it will remain
confidential and be used or disclosed only as Required by Law or for the
purpose for which it was disclosed to the entity or person, and the entity or
person notifies Company of any instances of which it is aware in which
the confidentiality of the Protected Health Information has been breached;
(iv) use Protected Health Information to provide Data Aggregation services to
Contractholder as permitted by 45 CFR 164.504(e)(2)(i)(B);
(v) use Protected Health Information to report violations of law to appropriate
Federal and State authorities, consistent with 45 CFR 164.5020)(1);
(vi) disclose Protected Health Information relating to payment under, health
care operations of, or other matters pertaining to the Plan to any employee
or other person or entity described in subsection 10.3(i)(iii) herein.
(i) Obligations of Contractholder.
(i) Contractholder certifies that it has amended its Plan documents to
incorporate the provisions described in 45 CFR 164.504(f)(2) and that it
shall comply with such provisions;
(ii) Contractholder shall provide Company with a copy of the notice of
privacy practices for Protected Health Information that Contractholder is
required to furnish to Individuals in accordance with 45 CFR 164.520.
Company shall not be required to comply with any duties of
Contractholder or Company described in such notice that are not described
in this Agreement unless Company agrees in writing to such duties. Any
such agreement shall be documented in a written amendment to this
Agreement.
14
(iii) Contractholder shall furnish Company with the names of those employees
or classes of employees, other persons under the control of Contractholder
or other persons or entities who are authorized to receive Protected Health
Information on behalf of the Plan from Company. Additionally,
Contractholder authorizes Company to disclose Protected Health
Information to persons or entities as Required by Law or as directed by
Contractholder. Notwithstanding any other provision in this Agreement,
Contractholder shall indemnify, defend and hold Company harmless for
any liabilities, claims, demands, suits, losses, damages, costs, obligations
and expenses, including, without limitation, attorneys' fees, court costs and
punitive or similar damages, incurred by Company which result from
Company's disclosure of Protected Health Information to any such
employees or other persons or entities or further disclosure of Protected
Health Information by any such employees or other persons or entities.
(iv) Contractholder shall not request Company to use or disclose Protected
Health Information in any manner that would not be permissible under the
Privacy Rule if done by Contractholder;
(v) Contractholder shall notify Company of any limitation(s) in its notice of
privacy practices of Contractholder in accordance with 45 CFR 164.520,
to the extent that such limitation may affect Company's use or disclosure
of Protected Health Information;
(vi) Contractholder shall notify Company of any changes in, or revocation of,
permission by an Individual . to use or disclose Protected Health
Information, to the extent that such changes may affect Company's use or
disclosure of Protected Health Information;
(vii) Contractholder shall notify Company of any restriction to the use or
disclosure of Protected Health Information that Contractholder has agreed
to in accordance with 45 CFR 164.522, to the extent that such restriction
may affect Company's use or disclosure of Protected Health Information.
10.4 Termination.
(a) Termination for Violation of Confidential Personal Information Provisions. In
addition to any other termination provisions contained in this Agreement, upon
either party's knowledge of a material breach by the other party of a term of
Section 10.3, the nonbreaching party shall either:
(i) provide an opportunity for the breaching party to cure the breach or end
the violation and terminate this Agreement if the breaching party does not
cure the breach or end the violation within the time specified by the
nonbreaching party;
(ii) immediately terminate this Agreement if the breaching party has
materially breached a term of this Section and cure is not possible; or
15
(iii) if neither termination nor cure is feasible, with respect to a material breach
by Company, Contractholder shall report the violation to the Secretary.
(b) Termination for Violation of Confidential Business Information Provisions.
Notwithstanding Section 14 herein, the parties agree that the Supplying Party may
terminate this Agreement effective immediately upon written notice to the
Receiving Party if the Receiving Party has violated the terms of Section 10.2.
(c) Effect of Termination. Upon termination of this Agreement, for any reason,
Company shall promptly return or destroy all Protected Health Information as
directed by Contractholder and retain no copies. This provision shall also apply
to Protected Health Information that is in the possession of subcontractors or
agents of Company. In the event that Company determines that returning or
destroying the Protected Health Information is not feasible, Company shall
provide to Contractholder notification of the conditions that make the return or
destruction not feasible. If return or destruction is not feasible, Company shall
extend the protections of this Agreement to the Protected Health Information and
limit further uses and disclosures of the Protected Health Information to those
purposes that make the return or destruction not feasible, for so long as Company
maintains the Protected Health Information.
10.5 Amendments. The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for Contractholder to comply with the
requirements of the Privacy Rule and the Health Insurance Portability and Accountability
Act, Public Law 104-191.
10.6 Disclosures Required by Law or a Governmental Authority. If a party is required to
disclose Confidential Business Information in response to legal process or a
Governmental Authority, the party against whom disclosure is sought shall immediately
notify the other party and, upon request, cooperate with the other party in connection with
obtaining a protective order. The party against whom disclosure is sought shall furnish
only that portion of the Confidential Business Information which it is legally required to
disclose and shall use commercially reasonable efforts to ensure that confidential
treatment shall be accorded such Confidential Business Information.
10.7 Equitable Relief. The Receiving Party acknowledges the Confidential Information it
receives is confidential and/or proprietary to the Supplying Party, that disclosure thereof
could be seriously harmful to the business prospects of the Supplying Party, that the
Supplying Party may not have adequate remedies at law for a breach of the
confidentiality obligations hereunder and that money damages may be difficult or
impossible to determine. Accordingly, each party agrees, in addition to all other remedies
available at law, that an aggrieved party is entitled to (a) seek and obtain equitable relief,
including injunctive relief, and (b) reimbursement of all attorneys' fees and court costs.
10.8 Material Obligation/Survival. Each obligation contained in this Agreement pertaining to
the confidentiality, use or disclosure of Confidential Information is deemed to be a
16
material obligation of the parties hereunder and shall survive the termination of this
Agreement.
SECTION 11: INSPECTION OF BOOKS AND RECORDS
11.1 Maintenance of Records. Contractholder shall keep regular and accurate records of all
transactions related to this Agreement during the term of this Agreement and for at least
two (2) years thereafter.
11.2 Access to Records. During the term of this Agreement and for two (2) years thereafter,
subject to the provisions of Section 10, Company or its representative shall have the right,
during normal business hours and with at least seven (7) days' advance written notice, to
inspect, audit and make copies from the books and records of Contractholder related to
this Agreement, including, without limitation, the Plan's governing documents.
11.3 Audit. Subject to the provisions of Section 10, Contractholder may audit Company
compliance with its obligations under this Agreement, and Company shall supply
Contractholder with reasonable access to information required or maintained by
Company in performing services under this Agreement. Company shall be required to
supply only such information which is in its possession and which is reasonably
necessary for Contractholder to administer the Plan, provided that such disclosure is not
prohibited by any third -party contracts to which Company is a signatory or any
requirements of Law. Contractholder hereby represents that, to the extent any disclosed
information contains Confidential Personal Information about a Participant, the
Participant has authorized Contractholder or Contractholder otherwise has the legal
authority to have access to such information.
Contractholder shall give Company at least seven (7) days' advance written notice of its
intent to perform such an audit and its need for such information and shall represent to
Company that the information that shall be disclosed therein is reasonably necessary for
the administration of the Plan. All audits and information disclosures shall occur at a
reasonable time and place at Contractholder's expense. Contractholder shall reimburse
Company for costs incurred by Company with respect to any audits.
Contractholder may designate a representative acceptable to Company to conduct or
participate in the audit, or to receive access to such information, provided that
Contractholder and the representative enter into a written agreement with Company under
which the representative agrees to use any disclosed information solely for purposes of
administering the Plan, to keep such information confidential and not to disclose the
information to any other entity or person.
SECTION 12: MODIFICATION OF THIS AGREEMENT
12.1 Revisions. Company shall have the right to revise this Agreement, including, without
limitation, any administration fee or other fee or payment described in Exhibit 3:
(a) on any anniversary of the Effective Date, provided at least thirty (30) days'
advance written notice has been given by Company;
17
(b) on the date of any modification or amendment of the Plan or Company's
administrative duties;
(c) on or after the date the number of participants covered under the Plan increases or
decreases by 10% or 100 participants, whichever number is less;
(d) on the date this Agreement has terminated in the event Company continues to
process claims in accordance with Section 14.5 herein;
(e) on the date of any merger or consolidation, or acquisition or divestiture (through
stock, assets or exchange) of all or part of a', business enterprise affecting
Contractholder's employee population;
(f) on or after the date on which any Law is enacted, issued, amended, or enforced
that, in the sole discretion of Company, materially increases Company's potential
or actual liability arising out of or related to Company's services or duties
hereunder, or
(g) on or after the date on which the total number of Checks issued by Company
exceeds 5,261 for Medical and 1,882 for Dental.
12.2 Modification of Agreement. Any modification of this Agreement, including, without
limitation, any administration fee, pursuant to this Section 12 shall be made by written
notice to Contractholder by Company. If Contractholder pays such revised administration
fee or fails to object to any other modification in writing within fifteen (15) Business
Days of receipt of notice, this Agreement shall be deemed modified to reflect the
modification as communicated by Company.
SECTION 13:MODIFICATION OF PLAN
Any proposed modification or amendment of the Plan shall be communicated in writing by
Contractholder to Company. Implementation of any modification or amendment shall be
mutually agreed upon by Contractholder and Company and shall be evidenced by an amendment
to this Agreement. The term "Plan" as used in this Agreement shall include each such
modification or amendment as of the implementation date agreed upon by the parties.
SECTION 14: TERM AND TERMINATION
14.1 Initial Term. This Agreement shall take effect on the Effective Date and shall remain in
effect for a period of one (1) year unless terminated earlier as provided in this Section 14.
14.2 Renewal of Agreement. This Agreement shall automatically renew for successive one
(1) year periods, unless either Company or Contractholder gives to the other party at least
sixty (60) days' advance written notice of its intention to terminate at the end of the initial
term or the current renewal term, or unless this Agreement is otherwise terminated as
provided in this Section 14.
14.3 Termination. This Agreement shall terminate upon the earliest of the following dates:
18
(a) the date specified in a written notice from one party to the other party of its
intention to terminate, without cause, provided notice is given at least sixty (60)
days prior to the specified date;
(b) the date specified in a written notice from one party to the other party that the
other party has breached any of its material obligations under this Agreement,
including, without limitation, Contractholder's obligation to pay administration
fees to Company or to reimburse Company for any fees, expenses, charges, taxes,
assessments, or surcharges in accordance with this Agreement;
(c) the date on which the Plan terminates;
(d) at the option of Company, the date upon which Company notifies Contractholder
that this Agreement shall terminate due to:
(i) negligence, fraud or embezzlement on the part of Contractholder, its
employees or agents as deemed to have occurred in Company's judgment;
(ii) sale of controlling interest in Contractholder, which has not received at
least thirty (30) days' advance written approval of Company;
(iii) Contractholder's failure to maintain in the Plan Benefit Account sufficient
funds to pay claims under the Plan;
(iv) Contractholder's failure to accept a change in this Agreement, including,
without limitation, a change to the administration fees payable hereunder;
(v) Contractholder's failure to pay Company any monthly administration fee
or other payment described in this Agreement by the end of the month in
which the fee or payment is due; or
(vi) Contractholder's failure to abide by the terms of this Agreement; or
(e) any other date mutually agreeable to Contractholder and Company.
14.4 Termination of Claims Processing. Upon termination of this Agreement, Company
shall immediately cease the processing of all Plan claims (except for claims described in
Section 14.5 herein) and the performance of all other services hereunder (except as
otherwise provided in this Agreement).
14.5 Claims Processing after Termination. Company shall continue to process Plan claims
which were incurred prior to termination in accordance with this Agreement for a period
of twelve (12) months following termination of this Agreement in accordance with
Section 14.3(a) or Section 14.3(f) herein, if (a) at least ten (10) days prior to termination
Contractholder notifies Company in writing that it wishes Company to continue such
services and (b) Contractholder pays Company, on or before the date of termination of
this Agreement, a lump sum claim processing fee equal to the greater of
19
(a) 25% of the annualized administration fees described in Section 1 of Exhibit 3 in
effect immediately prior to the date of termination, calculated by taking the
average total monthly administration fees billed for the three (3) month period
preceding the termination date multiplied by 12, and then multiplying this sum by
.25; or
(b) 25% of the annualized renewal administration fees projected by Company for the
next twelve (12) month period, calculated by taking the total projected monthly
renewal administration fees multiplied by 12, and then multiplying this sum by
.25.
In the event Company continues to process Plan claims in accordance with this Section
14.5, all other terms and conditions of this Agreement which would have been applicable
if this Agreement continued to be in effect shall continue to apply.
14.6 Return of Claim Files. Contractholder may, within three (3) years after termination of
this Agreement, request in writing that Company send Contractholder any existing Plan
claim files that Company holds in hard -copy form or stores electronically on magnetic
tape. Company shall charge Contractholder:
(a) $1,000.00 for each magnetic tape which is provided by Company to
Contractholder in Company's standard format for each type of Plan coverage; plus
(b) $115.00 an hour for Company's cost of programming and $115.00 an hour for
computer time for providing Plan claim records; plus
(c) a charge, determined by Company, for the retrieval of hard copy documents from
archival records as may be requested by Contractholder.
14.7 Remedies. If either party terminates this Agreement due to the other party's breach of its
material obligations under this Agreement, the non -breaching party may pursue any other
rights or remedies available to it at law or in equity.
14.8 Fraud Identification and Investigation Services after Termination of Agreement. In
the event of termination of this Agreement or the modification of this Agreement
resulting in the termination of any or all of the services described in Section 6, Company
shall have the right, in its sole discretion, to perform any or all of the services described
in Section 6 with respect to matters which arose before the date of termination. In such
event, the fee and expense reimbursement described in Section 2 of Exhibit 3 shall
continue to apply, notwithstanding that the Agreement has terminated. In the event
Company continues to provide such services, all other terms and conditions of this
Agreement which would have been applicable if this Agreement continued to be in effect
shall continue to apply.
14.9 Prorated Premium/Fees: If, in addition to this Agreement, the Contractholder has any
other service agreement ("Service Agreement"), insurance policy ("Policy") or group
health maintenance organization contract ("Contract") with the Company or any affiliate
of the Company, and premium/feenot paid in full during the grace period for any Policy
20
or Contract or an administration fee or other payment described in this Agreement or a
Service Agreement is not paid by the required due date, the total amount of premium and
Fees paid for this Agreement and each Policy, Contract and Service Agreement during
the month in which the premium/fee is not paid in full ("the Delinquent Month")will be
allocated to this Agreement and each Policy, Contract and Service Agreement on a pro-
rata basis.
The amount of premium and Fees allocated to this Agreement and each Policy, Contract,
and Service Agreement will be determined by multiplying (a) the amount of Fees due for
this Agreement and each Service Agreement during the Delinquent Month and the
amount of premium due for each Policy and Contract during the Delinquent Month by (b)
the percentage equal to (i) the total amount of premium and Fees paid for this Agreement
and each Policy, Contract and Service Agreement during the Delinquent Month divided
by (ii) the total amount of premium and Fees due for this Agreement and each Policy,
Contract and Service Agreement during the Delinquent Month.
The Contractholder and the Company acknowledge and agree that the method of
allocating premium and Fees described in this provision will result in: (a) the full amount
of Fees not being paid for this Agreement and each Service Agreement by the required
due date and (b) the full amount of premium not being paid for each Policy and Contract
during the grace period for each Policy and Contract. Accordingly, notwithstanding
anything to the contrary in this Agreement or any Policy, Contract or Service Agreement,
the following will occur:
1. Any Policy or Contract will automatically terminate on the date described in the
Policy or Contract for non-payment of premium; and
2. This Agreement and any Service Agreement will automatically terminate at the
end of the Delinquent Month
SECTION 15: GENERAL PROVISIONS
15.1 Governing Law. This Agreement shall be governed by applicable federal law and, to the
extent that state law applies, this Agreement shall be governed by the Laws of the State
of Nebraska, without regard to that State's principles of conflicts of law. Should any
provision of this Agreement require judicial interpretation, the parties agree and stipulate
that the court interpreting or considering this Agreement shall not apply any presumption
that the terms of this Agreement shall be more strictly construed against a party who
itself or through its agents prepared this Agreement. The parties acknowledge that all
parties hereto have participated in the preparation of this Agreement, either through
drafting or review, and that each party has had full opportunity to consult legal counsel of
choice before execution of this Agreement.
15.2 Third Party Beneficiaries. This Agreement is for the benefit of Contractholder and
Company and not for any other person or entity.
21
15.3 Headings. The headings of the various sections and subsections of this Agreement are
inserted merely for convenience and do not, expressly or by implication, limit or define
or extend the specific terms of the section or subsection so designated.
15.4 Conformance. Any terms or conditions of this Agreement that violate, conflict with or
do not comply with any applicable Law shall be amended to conform to such Law. The
parties hereto shall immediately amend this Agreement as required by applicable Law.
15.5 No Waiver. Failure of either party to enforce any provision of this Agreement shall not
operate to waive or modify such provision or render such provision unenforceable.
15.6 No Change. No modification or amendment of this Agreement shall be valid unless
approved in writing by an officer of Company.
15.7 No Assignment. Services to be provided by Company under this Agreement may be
performed in whole or in part by Company, by any of its affiliates, or by any
subcontractor selected by it or by such affiliates. Except as set forth in the preceding
sentence, neither party may assign or delegate any of the rights and obligations hereunder
to any third party without the prior written consent of an officer of the other party.
15.8 Severability. In the event any provision of this Agreement is found to be invalid or
unenforceable, the remaining provisions shall remain in effect.
15.9 Entire Agreement. This Agreement, including the Recitals, the Exhibits, and any
amendments to the Agreement or the Exhibits, constitutes the entire agreement between
the parties. All prior agreements, whether oral or written, between Company and
Contractholder relating to the subject matter of this Agreement are hereby declared null
and void.
15.10 Independent Contractor. The only relationship between Contractholder and Company
is the contractual relationship established by this Agreement. Company is an
independent contractor and not an employee of Contractholder. None of the terms of this
Agreement shall be construed as creating an employer -employee relationship.
Company's authority shall be limited to that which is expressly stated in this Agreement.
15.11 Force Majeure. Company shall not be liable for any failure to meet any of the
obligations or provide any of the services specified or required under this Agreement
where such failure to perform is due to any contingency beyond the reasonable control of
Company, its employees, officers, or directors. Such contingencies include, without
limitation, acts of God, fires, wars, accidents, and labor disputes or shortages.
15.12 Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and said counterparts shall constitute but one and the
same instrument.
15.13 Notice. Any notice required or permitted under this Agreement shall be in writing and
personally sent by Certified Mail with all postage prepaid or by express mail delivery
organization or overnight carrier or by facsimile upon actual receipt, addressed as set
22
forth below or to such other address as either party may hereafter notify the other party in
writing.
To Contractholder: THE CITY OF VERNON
4305 Santa Fe Ave.
Vernon, CA 90058
ATTN: Joan Francone
Facsimile:323-583-8811
To Company: United of Omaha Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175
Facsimile: (402) 351-2553
15.14 Interest. Interest will accrue on any amount due under this Agreement, which has not
been paid within thirty (30) days of receipt of written demand for such amount, at the rate
of one (1) percent per month, or the highest rate permitted by law, whichever is lower.
15.15 Survival. Termination of this Agreement shall not terminate the rights or liabilities of
either party arising prior to termination, including, without limitation, any rights or
liabilities under Section 9.
This Agreement has been duly executed in duplicate by the parties as of the dates set forth
below.
THE CITY OF VERNON
By:
Typed Name:
Title:
Date:
UNITED OF OMAHA LIFE
INSURANCE CONWANY
By: r C;"-� W;��
Typed Name: CID V'y Cl-ld^
Title: VP ar_�lik ,L
Date: a - �2b -0
23
EXHIBIT 1
CLAIMS SERVICES
Claims ProcessinE
1. Claims Handling Facilities. Company shall provide claims handling administration
facilities, furnish personnel and establish procedures, including claim files and systems,
for processing Plan claims.
2. Eligibility. Company shall determine claimant eligibility for Plan coverage based upon
eligibility and enrollment information provided to Company by Contractholder.
3. Claims Processing. Company shall process claims for benefits under the Plan which are
incurred by a Participant on or after the Effective Date, but before the date of termination
of this Agreement. Unless continued pursuant to Section 14.5 of this Agreement, or as
provided for elsewhere in this Agreement, all claims processing and other services of
Company under this Agreement shall cease as of the date of termination of this
Agreement, regardless of the date the claims were incurred.
4. Benefit Determination. Provided that claims for Plan benefits are submitted to Company
in an electronic or paper form that is satisfactory to Company, Company shall determine
whether a benefit is payable under the Plan for claims submitted to Company by
Participants or health care providers.
5. Determination to Pay Benefits. If it is determined that a benefit is payable, Company
shall issue a Check for the benefit payment to the appropriate payee and send an
explanation of benefits or payment form to the payee. Company shall prepare claim
payments on Plan Benefit Account Checks.
6. Determination to Deny Benefits. If Company determines that all or a part of the benefit
is not payable under the Plan, Company shall notify the claimant of the denial and of the
claimant's right to appeal the denial. The notification shall be designed to comply with
ERISA requirements for denial notices.
7. Claim Forms and Checks. Company shall print and pay the cost of all necessary Plan
claim forms and Plan Benefit Account Checks.
8. Phone Number. Company shall make available a toll -free customer service telephone
number for Plan claimants.
9. Audits. Company shall perform a periodic audit of claims processing activities in a
manner agreed to by Company and Contractholder to determine the quality of claims
administration.
10. Referrals to Contractholder. Notwithstanding anything to the contrary in this Exhibit,
Company shall refer to an appropriate named fiduciary designated by Contractholder, for
the purpose of allowing such party to review and make benefits and appeals decisions,
01
any class of claims specified in writing by Contractholder or any claim or other matter
that Company determines involves: (a) a threat of lawsuit or other legal or regulatory
action, (b) a threat of disclosure to the media, (c) the exercise of discretion in making a
benefits decision, or (d) any request for an exception to the terms of the Plan. An
appropriate named fiduciary designated by Contractholder shall have the discretion,
authority, and responsibility to construe and interpret the terms of the Plan, and to make
factual decisions and final and binding determinations concerning availability of Plan
benefits.
11. Use of Discounted Charge. Company shall calculate copayments (based on percentage
of charges) or coinsurance, deductibles, benefit maximums, and claims under the Plan
based on the Discounted Charge. Company shall be entitled to retain those amounts
excluded from the definition of Discounted Charge. However, Company has estimated
such amounts and has taken them into consideration in setting the fees charged to provide
services under this Agreement.
Claims Appeals
1. Company's Review. If Company denies a Plan benefit claim, Company shall notify the
claimant in accordance with the Plan requirements, including, without limitation, a
description of the Plan's review or appeal procedure, including applicable time limits.
2. First Level Appeal. If, after review of an initial benefits denial appeal, Company
determines that the benefit is available or is not available under the Plan, Company shall
notify the claimant of the appeal decision and of the claimant's right to a second level
appeal.
3. Second Level Appeal. All final decisions for second level appeals will be made by an
appropriate named fiduciary designated by Contractholder for the purpose of allowing
such party to perform a full and fair review of the claim and the adverse benefit
determination. If a second level appeal request is received by Company, Company shall
review the appeal and make a recommendation as to whether the benefit is available or is
not available under the Plan. Company shall communicate its recommendation to
Contractholder and provide to Contractholder all documentation necessary to allow the
appropriate named fiduciary to perform its review. Contractholder shall communicate the
appropriate named fiduciary's appeal decision to Company. Promptly after receipt of
such information from Contractholder, Company shall notify the claimant of the second
level appeal decision.
4. Compliance with Plan. All appeals and notices shall be handled in accordance with the
requirements of the Plan.
5. Disposition of Claims. An appropriate named fiduciary designated by Contractholder
shall make all final decisions on appeals and Plan claims referred by Company and advise
Company as to their disposition.
6. Referrals to Contractholder. In no event will Company make any appeal decision in
which the exercise of discretion would be involved. In such cases, Company will refer
t-2
such claims to an appropriate named fiduciary designated by Contractholder for the
purpose of allowing such party to make the appeals decision.
t-3
EXHIBIT 2
CONTRACTHOLDER'S RESPONSIBILITIES
1. Contractholder shall ensure that the Plan, including, without limitation, any summary
plan description or benefit certificatelbooklet furnished to Participants, accurately and
completely describes the claim appeal process.
2. Contractholder shall provide Company with five (5) calendar days' prior notice of a
Participant's ineligibility for coverage under the Plan. Contractholder agrees that, in the
event Company is not given such prior notice of a Participant's ineligibility,
Contractholder shall fund the claims of such person if Company authorized the payment
of claims during this period, even if such person is no longer eligible for Plan benefits
during this period.
3. Contractholder shall:
(a) In accordance with the requirements of the Health Insurance Portability and
Accountability Act ("HIPAA"), furnish certificates of creditable coverage to
individuals who are or have been covered under the Plan, or to an entity
requesting the certificate on behalf of such an individual;
(b) Promptly inform Company of all claims, causes of actions, threats of litigation or
complaints involving Contractholder's responsibilities under this Section 3;
(c) Retain accurate records of all transactions related to Contractholder's
responsibilities described in this Section 3, including, without limitation,
correspondence with persons regarding certificates of creditable coverage and
copies or other records of certificates that have been provided to individuals.
Contractholder agrees that Company has the right to review and obtain copies of
these records;
(d) Require any party to whom Contractholder delegates or subcontracts the
responsibilities for providing certificates of creditable coverage to comply with all
of the terms and conditions described in this Section 3 that apply to
Contractholder. Contractholder acknowledges and agrees that any such delegation
or subcontract shall not relieve Contractholder of its obligations under HIPAA
and the terms of this Section 3;
(e) Promptly provide Company with necessary information so that Company can
make other arrangements to furnish certificates of creditable coverage in the event
Company determines that Contractholder is not furnishing certificates of
creditable coverage in accordance with the terms of this Section 3. If Company
makes such other arrangements, Contractholder shall pay Company a reasonable
fee for this service determined by Company. In addition to such fee,
Contractholder shall reimburse Company for all costs incurred by Company in
providing or arranging for certificates of creditable coverage to be furnished.
2-1
4. Contractholder agrees:
(a) as long as this Agreement is in force, it shall not negotiate or arrange or contract
in any way for rebates from any manufacturer for prescription drug services
dispensed to persons covered under the Plan in connection with and for the term
covered by this Agreement;
(b) not to disclose confidential and proprietary information of Express Scripts, Inc.
(hereinafter referred to as "ESP') except to its employees or agents as necessary to
fulfill its obligations and the purposes of this Agreement, or as required by law;
(c) to grant ESI permission to use drug and related data of persons covered under the
Plan in a non -identifiable form for research, analysis and cost comparison
purposes, if confidentiality of persons covered under the Plan is thereby
maintained in accordance with applicable laws;
(d) to use only those written materials for persons covered under the Plan prepared by
Company to describe ESI and its services. Contractholder agrees that its Plan
shall use the drug price file and maximum allowable cost list of ESI;
(e) that ESI shall negotiate with retail pharmacies regarding reimbursement rates for
prescription drugs and related services for pharmacies participating in its
networks; and
(f) that ESI receives income from the provision of data and related services to drug
manufacturers, including those participating in the ESI Manufacturer Rebate
Program, that shall be retained by ESI, and such income may be based partly on
the volume of covered prescription drugs provided to persons covered under the
Plan.
5. If conversion coverage is available under the Plan, Contractholder shall be solely
responsible for arranging and paying for any such conversion coverage. Company shall
have no responsibility and will not arrange, offer or provide any such conversion
coverage.
6. Contractholder agrees that it shall include the following provisions in the summary plan
description distributed to Participants:
United of Omaha Life Insurance Company has contractual arrangements with Preferred
Providers and other health care providers, provider networks, pharmacy benefit
managers, and other vendors of health care services and supplies ("Providers"). In
accordance with these contractual arrangements, certain Providers have agreed to
Discounted Charges.
A "Discounted Charge" is the amount that a Provider has agreed to accept as payment in
full for covered health care services or supplies. A "Discounted Charge" does not include
pharmaceutical rebates or any other reductions, fees or credits a Provider may
periodically give United. United will retain those amounts that are not "Discounted
W
Charges However United has estimated the amount of such rebates, reductions, fees
and credits and have taken those into consideration in setting the premium charge to
provide services for this plan.
Any deductible, copayment (based upon percentage of charge), coinsurance and benefit
maximums are described in this Schedule will be determined based on the Discounted
Charge.
7. Contractholder is responsible for the expense of investigation and collection of any
Subrogation recoveries, including, without limitation, legal fees, court costs, and costs of
third parties retained by Contractholder to pursue Subrogation.
2-3
EXHIBIT 3
COMPENSATION AND PAYMENTS
Administration Fees. Contractholder shall pay Company by the end of the month following
receipt of Company's monthly billing statement a monthly administration fee equal to:
(a) $44.98 for each employee and retiree each month covered under the medical plan during the period
l/1/04 to 1/l/05. This fee is the total of the following sub fees:
1. $39.34 for claims administration;
2. $3.09 for Managed Care Network access;
3. $2.55 for the Medical Management Services;
(b) $9.38 for each employee and retiree each month covered under the dental plan during the period
1/1/04 to 111105.
2. Fees for Fraud Services. Contractholder shall be responsible for and pay to Company the
following additional fees and expense reimbursement for Company's fraud identification and
investigation services provided in accordance with this Agreement:
To the extent Company (or any affiliate) incurs expenses for use of investigative
firms, outside counsel, collection firms or other parties (including, without
limitation, travel expenses of any such parties consisting of charges for
airfare, mileage and car rental, lodging and meals) relating to any of the
services described in Section 6 of this Agreement, Company shall be
entitled to reimbursement of such expenses paid by Company.
(a) To the extent the employees of Company (or any affiliate) directly provide
any of the services described in Section 6 of this Agreement, Company
shall be entitled to reimbursement for travel expenses of such employees
(consisting of charges for airfare, mileage and car rental, lodging and
meals) and payment of a per hour fee based upon Company's most current
internal business resource billing rate.
(b) Company shall either (i) withdraw any amount described in Section 2(a)
or Section 2(b) from the Plan Benefit Account, or (ii) deduct such amount
from any recoveries. In the event the services relate to Contractholder and
other plans that are or have been administered or insured by Company (or
any affiliate), Company shall either (i) withdraw from the Plan Benefit
Account Contractholder's allocable share of such expenses and fees as
determined by Company, or (ii) deduct said amount from any recoveries;
and
(c) In addition to the reimbursement of expenses and fee payments described
in Section 2(a) and Section 2(b) herein:
3-1
(i) To the extent Company is successful in collecting any monies from a third
party or health care provider in accordance with Section 6 of this
Agreement, Company shall either (1) withdraw from the Plan Benefit
Account and retain an amount equal to the lesser of (A) 5% of the
recovery (after deduction of Company's fees and expenses), or (B)
$50,000; or (2) deduct said amount from any recoveries; and
00 To the extent Company is successful in preventing the payment of any
Plan claims in accordance with Section 6 of this Agreement, Company
shall withdraw from the Plan Benefit Account and retain an amount equal
to the lesser of (1) 5% of the amount of such claims submitted to
Company but not paid due to suspected fraudulent, questionable, and/or
abusive claim information, or (2) $50,000.
(e) To the extent any recovery described in Section 6 of this Agreement relates to the
Plan and other plans that are or have been administered by Company (or any
affiliate), Company shall either (i) withdraw from the Plan Benefit Account and
retain an amount equal to the lesser of (1) 5% of Contractholder's allocable share
of the recovery as determined by Company (after deduction of Company's
expenses and fees as determined by Company or (2) $50,000; or (ii) deduct said
amount from the recoveries.
3. Other Fees and Payments. Contractholder shall be responsible for and pay to Company
the following fees and payments:
(a) Contractholder shall reimburse Company for any sales or use taxes, or any similar
benefit or Plan -related charge, surcharge or assessment, however denominated,
which may be imposed by any Governmental Authority upon the Plan or
Contractholder. Company may withdraw from the Plan Benefit Account any such
amounts that are due to Company.
(b) Contractholder shall reimburse Company for costs of Plan benefit booklets and id
cards in excess of $900 in accordance with Section 2 of Exhibit 5.
(c) As compensation for its PNS service described in Section 3 of Exhibit 5,
Contractholder ,shall pay Company a fee equal to 35% of the amount of any
Savings achieved through negotiations with a health care provider in accordance
with Section 3 of Exhibit 5 during each month. Contractholder authorizes
Company to collect this fee by drawing the amount of the fee from the Plan
Benefit Account. For purposes of this provision, the term "Savings" means the
difference between the submitted charges and the adjusted bill amount based upon
the negotiated settlement with the provider
(d) As compensation for its OPRS service described in Section 4 of Exhibit 5,
Contractholder shall pay Company 35% of the savings, if any, achieved for the
performance of OPRS. Savings shall be equal to the difference between the billed
charges and the adjusted bill amount based on the negotiated settlement with the
3-2
provider. Company shall withdraw the fee from Contractholder's Plan Benefit
Account on a monthly basis for this service.
(e) As compensation for its HBAS service described in Section 5 of Exhibit 5,
Contractholder shall pay Company 35% of the savings, if any, achieved for the
performance of HBAS. Savings shall be equal to the amount of any refund
received by Company or its subcontractor from the hospital in accordance with
the hospital's signed agreement to adjust the billed charges identified in the audit.
Company shall withdraw the fee from Contractholder's Plan Benefit Account on a
monthly basis for this service.
(f) As compensation for its services described in Section 6 of Exhibit 5,
Contractholder shall pay Company 35% of any credit balance recovered by
Company or its subcontractors as a result of the performance of Company's
service. Company shall withdraw the fee from the Contractholder's Plan Benefit
Account on a monthly basis for this service.
(g) Company has arranged for pharmacy benefit management services to be provided
by Express Scripts, Inc. ("ESI"). As compensation for such services,
Contractholder agrees that Company shall be entitled to 5% of the monthly
savings, if any, achieved for the performance of pharmacy benefit management
services. Savings shall be equal to the difference between:
(i) the average wholesale price of a particular drug or supply dispensed by a
pharmacy as determined in accordance with Company's contract with ESI,
and
(ii) the Discounted Charge for the same drug or supply determined in
accordance with Company's contract with ESL
Company will withdraw the amount of the fee from the Plan Benefit Account
each month for savings achieved during the previous month.
(h) Contractholder shall pay to Company any other fee or charge described in the
Agreement.
4. Amounts Retained by Company. Company will retain all amounts excluded from the
definition of Discounted Charge. Company has taken those amounts into consideration in
setting the foregoing compensation and payment terms.
3-3
EXHIBIT 4
MEDICAL MANAGEMENT SERVICES
1. Medical Management Administration. Company shall:
(a) Provide a utilization management program consisting of-
(i) Preadmission and Admission Review - Reviewing the medical necessity
and/or appropriateness of proposed hospitalizations prior thereto.
(ii) Concurrent Review - Monitoring of the medical necessity and/or
appropriateness of an ongoing hospital stay.
(iii) Outpatient Surgical Review - Reviewing the medical necessity and/or
appropriateness of certain proposed outpatient surgical procedures.
(iv) Mental Health And Chemical Dependency Review
Inpatient - Preadmission, admission and concurrent review of the medical
necessity and/or appropriateness of all proposed hospitalization for
psychiatric or chemical dependency treatment.
Outpatient - Review of the medical necessity and/or appropriateness of all
proposed outpatient psychiatric or chemical dependency treatment plans.
(v) Maternity Management - A service designed to promote healthy
pregnancies through early prenatal care, education, early identification of
high risk factors and, if necessary; early Case Management.
(vi) Specialized Services and Supplies Review - Reviewing the medical
necessity of certain proposed services and supplies, including the review
of Specialty Drugs and Medicines as described in the Plan.
(b) Design an explanation of the utilization management program for persons covered
under the Plan.
(c) If Company determines that the health care item or service being reviewed
pursuant to utilization management is medically necessary or appropriate under
the terms of the Plan, then Company shall authorize payment of Plan benefits with
respect to that item or service, to the extent that the item or service and the
Participant are covered by the Plan. If Company determines that the item or
service is not medically necessary or appropriate under the terms of the Plan,
Company shall deny authorization of payment of Plan benefits with respect to
such item or service. Company shall notify the Participant of the denial and of the
Participant's right to appeal the denial. This notification shall comply with the
terms of the Plan.
4-1
(d) Own all records (other than records which belong to a subcontractor) arising out
of the administration of services under this Exhibit.
2. Independent Contractor. Company shall perform its services hereunder as an
independent contractor and assumes no authority to bind Contractholder to any of the
utilization management recommendations, assessments or review opinions. These
recommendations, assessments and opinions are available to assist in making claims
decisions under the Plan, but are not intended to be a substitute for actual claims decisions.
Claims decisions are subject to all applicable provisions of the Plan.
3. Explanation of Services. Contractholder shall distribute Company's explanation of its
services herein to employees covered under the Plan.
4. Subcontractors. Contractholder acknowledges and agrees that Company does not assume
any liability for the negligent, fraudulent, dishonest or other acts or omissions of any
subcontractor providing medical management services.
5. Purpose of Utilization Management. The utilization management program described
herein is designed to help determine if certain health care services may be recommended
for certification as medically necessary under the terms of the Plan. Company shall use the
results of the utilization management program to assist in making claims decisions under
the Plan. The utilization management program is not intended to be a substitute for actual
claims decisions. Claims decisions are subject to all applicable provisions of the Plan. The
decision or determination to obtain or deliver any health care services is always made only
by the patient (and his or her parent or guardian, if appropriate) and/or his or her health care
provider.
6. Termination. Termination of this Agreement or the performance of Company's utilization
management services shall not affect those reviews of persons covered under the Plan
which are in progress on or before the effective date of termination unless Company
terminates its services because an agreement between Company and a subcontractor
terminates, or a subcontractor is otherwise unable, unwilling or fails to provide utilization
management in accordance with this Agreement. When Company's services terminate for
this reason, Company shall use its best efforts to arrange for completion of services in
progress on or before the effective date of termination of the services hereunder. No
review activities shall be initiated after termination of services hereunder, unless Company
agrees in writing to continue the services or to arrange for the provision of such services by
another party or parties.
7. Change in Services. The utilization management services described herein may be
changed or modified at any time, at the option of Company, to conform to any change or
modification to this Agreement or to an agreement between the Company and a
subcontractor which affects the obligation of the parties hereunder. Company agrees to
give Contractholder written notice of any such changes or modifications to its agreement
with a subcontractor or of any changes in the identity of a subcontractor.
4-2
EXHIBIT 5
OTHER SERVICES
On behalf of Contractholder, Company shall pay Contractholder's consultant a monthly
consultation fee of $1.00 per employee
2. Company shall develop, print and pay the cost of Plan benefit booklets and identification
cards, except that costs in excess of $900 shall be paid by Contractholder.
3. Professional Negotiation Services (PNS) — Company shall attempt, through its own
efforts or through its subcontractors, to negotiate Discounted Charges on medical
provider bills on a case by case _basis where the Company, in its sole discretion,
determines that such attempts to negotiate Discounted Charges may be beneficial to
Contractholder.
4. Outpatient Recovery Services (OPRS) — Company shall attempt, through its own efforts
or through its subcontractors, to reprice outpatient surgical facility charges based upon
Company's or its subcontractor's proprietary charge based database. Company shall
initiate this service on a case by case basis where Company, in its sole discretion,
determines that such attempts to reprice charges may be beneficial to Contractholder.
5. Hospital Bill Audit Services (HBAS) — Company shall, through its own efforts or through
its subcontractors, determine through a screening process whether a hospital bill is a good
candidate for an on -site hospital bill audit to assess the accuracy of the inpatient or
outpatient facility charges by such hospital. Company shall decide in its sole discretion
whether to perform such audit or to require its subcontractor to perform such audit.
6. Hospital Credit Balance Audits — Company may, through its own efforts or through its
subcontractors, audit records of certain hospitals for credit balances involving persons
covered under the Plan. A "credit balance" means funds collected by a hospital from one
or more sources that exceed the actual charges billed or incurred by the hospital.
Company shall, in its discretion, determine which, if any, hospitals shall have their
records audited for the purpose of identifying credit balances. This service applies to all
claims paid or administered by Company during the term of this Agreement.
7. Company shall arrange for pharmacy benefit management services to be provided by
Express Scripts, Inc. ("ESI") or any other pharmacy benefit management company selected
by Company in its sole discretion. ESI or such other pharmacy benefit management
company shall arrange for pharmacies in its participating pharmacy network to accept a
Discounted Charge for retail and mail order prescription drugs and supplies provided to
Participants. Additionally, ESI or such other pharmacy benefit management company shall
be required to process Plan claims for retail and mail order prescription drugs or supplies
furnished by pharmacies in its participating pharmacy network.
5-1
EXHIBIT 6
MANAGED CARE NETWORK SERVICES
This Exhibit describes the terms and conditions that apply to Contractholder's access to
Company's Managed Care Network.
For purposes of this Exhibit, "health care provider" shall also mean "dental care provider", and
"health care" and "health care services" shall also mean "dental care" and "dental care services
1. Managed Care Network Services.
(a) Company shall make available to Participants a Managed Care Network in
geographical sites agreed upon by Company and Contractholder.
(b) Company shall provide Contractholder:
(i) Participant identification cards, if applicable;
(ii) A process through which Participants may be referred to Non -Network
Providers in circumstances where Network Providers are not reasonably
available to provide services to Participants; and
(iii) A grievance process for Participants with respect to their use of Network
Providers.
(c) The number, type and particular health care providers who are Network Providers
may change at any time. However, Company shall periodically notify
Contractholder, or make available to Contractholder through the Internet,
information regarding changes in the Managed Care Network. Such information
shall be provided in advance or as soon as reasonably possible.
(d) Company shall determine whether, which and under what conditions health care
providers shall participate in the Managed Care Network.
(e) Company will make available to Contractholder a listing of providers
participating in Company's network.
6-1
2. Status of Network Providers. Contractholder understands and agrees that the
agreements between Network Providers and Company do not create a relationship of
employer and employee, principal and agent, joint venturers, partners or any other
relationship other than independent contractors. Contractholder further understands and
agrees that Company is not responsible for any care rendered or not rendered or health
care item or service provided or not provided to Participants by Network Providers or
Non -Network Providers and that Company shall not be providing any health care
pursuant to this Agreement. Health care providers and Participants are solely responsible
for any health care services rendered to Participants and for all treatment decisions.
3. Amount of Plan Benefits. Plan benefits for health care services furnished by Network
Providers shall be equal to the amounts the Network Providers have agreed to accept in
the contractual arrangements governing the Network Providers' participation in the
Managed Care Network.
4. Benefit Differentials. Contractholder represents and warrants that its Plan provides a
higher level of benefits and/or other incentives for health care services that are rendered
by Network Providers than for health care services that are rendered by Non -Network
Providers. If the Managed Care Network requires, now or in the future, a certain benefit
differential, Contractholder shall amend the Plan to provide such benefit differential.
(This Section does not apply to dental care services and dental care providers.)
5. Network Provider Agreements. Contractholder authorizes Company to enter into
Network Provider Agreements, for the benefit of Contractholder, which agreements may,
among other provisions, specify fee amounts which shall be accepted by Network
Providers as payment in full for health care services provided to persons covered under
Contractholder's health benefit plan.
6. Contractholder agrees to be bound by and comply with all terms and conditions of
Network Provider Agreements which apply to Contractholder and its health benefit plan.
7. Inspection of Agreements. Contractholder may inspect, at its sole cost, all Network
Provider Agreements applicable to Contractholder's health benefit plan at Company's
Home Office, during Company's regular business hours, subject to any confidentiality
restrictions in such agreements. Upon request from Contractholder, Company shall, at no
cost to Contractholder, furnish one copy of any applicable standard form Network
Provider Agreement intended for use with health care providers. Upon request from
Contractholder and at Company's sole cost, Company shall furnish Contractholder with a
copy of all applicable Network Provider Agreements with health care providers, subject
to any confidentiality restrictions in such agreements. Contractholder shall hold all
copies of Network Provider Agreements in a confidential manner and shall not disclose
any of the terms of such agreements to any other party without Company's prior written
consent.
8. Liability. Company and Contractholder do not assume any liability for the negligent,
fraudulent or any other acts or omissions of any Network Provider or Non -Network
Provider. It is acknowledged that Company and Contractholder have no control over
6-2
patient care. Health care providers are solely responsible for the quality of health care
services.
9. Participation of Providers. The participation of a specific health care provider in the
Managed Care Network may terminate in accordance with the terms of the applicable
Network Provider Agreement.
10. Managed Care Services Information. Prior to the Effective Date, Contractholder shall
provide Participants with written material describing the managed care services set forth
in this Agreement reasonably needed by Participants to use the services.
6-3
EXHIBIT
. 06
Mu udo(omdHa
ComPames
d
April 12, 2004
Joan Francone
City Of Vernon
4305 S. Santa Fe Ave.
Vernon, CA 90058
Re: City of Vernon
Group Policy: G0002R05
Dear Joan:
Address all correspondence to
Southern California Group Office
15260 Ventura Blvd., Suite 600
Sherman Oaks, CA 91403
Toll Free: (866) 888-2770
Phone: (818) 380-2970
Fax: (818) 380-2971
Charles F. Russell.
Regional Manager
LEGAL DEPT.
Enclosed are copies of the revised Master Contract documents for the above referenced group. Please keep these copies
for your files. In addition, a copy has been forwarded to your insurance broker for their records and future reference.
Stoploss Insurance Policy: Issued due to renewal of your Stoploss Insurance Policy.
(For HR Master File Only)
If you have any questions regarding the enclosed material, please do not hesitate to contact me.
Account Assistant
Mutual of Omaha
Southern California Group Office
Ph: (818) 380-2970 x229
Fax: (818) 380-2971
E-Mail sal.bottieri@mutualofomaha.com
CC: Bob Bumell
Gallagher Benefit Services of California Insurance Services
MUMdWOMW hr1URMCe COMPM9 - MUTUAL OF OMAHA PLAZA - OMAHA, NE 68175 - 402-342-7600
United of Omaha Life Insurance Company
Home Office: Mutual of Omaha Plaza, Omaha, Nebraska 68175
A Stock Company
(herein called Company)
has issued this Policy to City of Vernon
(herein called Policyholder)
This Policy is issued in consideration of the terms, conditions and limitations of this Policy.
This Policy is effective January 1, 2004, at 12:01 a.m., Standard Time, at the main office of the
Policyholder.
The Company agrees to reimburse the Policyholder for excess Plan payments made for the benefit of
eligible employees and their eligible dependents, in accord with the terms, conditions and limitations of
this Policy.
This Policy is issued in and is subject to California law.
UNITED OF OMAHA LIFE INSURANCE COMPANY
1 0 r, o � Ps VA
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Chairman and CEO
k?XLCQ��
Secretary
POLICY NO. UP-2R05
(E)). (herein called Policy)
Mu1ua&0[W1Hd
5654GM-U-EZ 98 W/O SUBR ASO
SCHEDULE OF INSURANCE
UP-2R05
Insurance coverage herein applies only during the Policy Period specified, except that the Maximum
Specific Reimbursement is not limited to a Policy Period. The coverage herein assumes the benefit
exclusions and provisions indicated in the Employee Benefit Plan.
1. POLICY PERIOD: Begins January 1, 2004 and ends December 31, 2004
2. SPECIFIC STOP LOSS INSURANCE
(a) Specific Deductible (per Covered Unit as defined):
Each Person: $200,000
(b) Specific Reimbursement Percentage: 100%
(c) Maximum Specific Reimbursement: $850,000
(d) Benefit Period - Specific: Claims paid from January 1, 2004 to January 1, 2005
(e) Specific coverage includes the Policyholder's self -insured Medical Plan and includes the
following coverage(s):
No other coverages
(f) Specific Insurance Premium Rates:
Employee with or without dependents....................................................................................$44.12
(g) Special Underwriting Terms:
Not Applicable
3. AGGREGATE STOP LOSS INSURANCE
(a) Monthly Aggregate Deductible Factor (per Covered Unit as defined):
Employee with or without dependents..................................................................................$886.09
(b) Minimum Monthly Aggregate Deductible: $202,028.52
(c) Aggregate Reimbursement Percentage: 100%
(d) Maximum Aggregate Reimbursement: $1,000,000 per Policy Period
(e) Aggregate coverage includes the Policyholder's self -insured Plan Medical and includes the
following coverage(s):
No other coverages
(f) Benefit Period - Aggregate: Claims paid from January 1, 2004 to January 1, 2005
(g) Aggregate Insurance Premium Rates:
Employee with or without dependents......................................................................................$5.58
(h) Special Underwriting Terms:
Not Applicable
DEFINITIONS
ACCUMULATED AGGREGATE DEDUCTIBLE is the amount of the Policyholder's Plan
aggregate liability to date, and is equal to the sum of the Monthly Aggregate Deductibles for the current
Policy Period to date.
AGGREGATE REIMBURSEMENT PERCENTAGE is the percentage which the Company agrees
to reimburse the Policyholder for Losses Paid by the Policyholder which exceed the Policyholder's
Annual Aggregate Deductible (or Accumulated Aggregate Deductible), subject to the terms and
conditions of the Policy.
ANNUAL AGGREGATE DEDUCTIBLE is the amount of the Policyholder's aggregate liability for
the entire Policy Period and is equal to the sum of the Monthly Aggregate Deductibles for the entire
Policy Period.
BENEFIT PERIOD is the period during which a Loss must be Paid to be eligible for reimbursement
under the Policy.
COVERED UNITS are any Person or Persons covered under the Plan. Covered Units may include any
person, employee, dependent, family (dependents only), family (employee plus dependents) or other as
agreed by the Company and the Policyholder and may differ between the Specific and Aggregate Stop
Loss Insurance.
EMPLOYEE BENEFIT PLAN (OR PLAN) is the Policyholder's self -insured health care plan,
provided for the benefit of the Policyholder's eligible employees and their eligible dependents.
INCUR or INCURRED means medical services rendered to, or supplies received by, the Person during
the Benefit Period.
LOSS is an amount actually Paid by the Policyholder:
(a) for benefits under the Plan;
(b) in settlement of claims for benefits under the Plan; or
(c) in satisfaction of judgments for benefits under the Plan.
Loss, however, does not include the following:
(a) any Payment which does not strictly comply with the terms and conditions of the Plan;
(b) any Payments which the Policyholder may recover under any Plan nonduplication or
coordination of benefits provision;
(c) exemplary, extra -contractual, compensatory or punitive damages or liabilities, including but not
limited to those resulting from gross negligence, intentional wrongs, fraud, bad faith or strict
liability on the part of the Policyholder or the Policyholder's agent, employee or representative;
(d) any settlement or litigation costs and expenses; or
(e) the cost of services of a Third. Party Administrator or other contracted services.
MA30 UM AGGREGATE REEWBURSEMENT is the Company's maximum liability for
Aggregate Stop Loss Insurance for Losses under the Employee Benefit Plan during a Plan Period.
MAMaIUM SPECIFIC R E%IBURSEMENT is the Company's maximum liability for Specific Stop
Loss Insurance for Losses from any Person covered under the Employee Benefit Plan.
NOTE: The Maximum Specific Reimbursement will be reduced by the amount of benefits that
have been paid or that are payable under any stop -loss coverage whether issued by the
Company or any other carrier.
MINIMUM MONTHLY AGGREGATE DEDUCTIBLE, as shown in the Schedule of Insurance, is
the Policyholder's smallest possible liability for a month during the Benefit Period, as shown in the
Schedule of Insurance, for Losses under the Plan.
MONTHLY AGGREGATE DEDUCTIBLE is the greater of:
(a) the Minimum Monthly Aggregate Deductible as shown in the Schedule of Insurance; or
(b) the Monthly Aggregate Deductible Factor multiplied by the corresponding Covered Units under
the Plan for a given month.
PAY, PAID, PAYMENT is any draft or check issued, provided it is delivered to the payee within 30
days.
PERSON, INDIVIDUAL is anyone entitled to benefits under the Policyholder's Plan.
POLICYHOLDER is an employer, organization or entity who has been approved by the Company for
the insurance coverage provided by this Policy.
POLICY PERIOD is the period shown in the Schedule of Insurance.
OUR, WE, US means the Company shown on the face of this Policy.
SPECIFIC DEDUCTIBLE is the amount of the Policyholder's liability for each Covered Unit under
the Plan during the Benefit Period. For each Covered Unit, the Specific Deductible applies separately to
each Benefit Period. If the Policy terminates during any Policy Period, the Specific Deductible will be
calculated as if the Policy had remained in effect for the full Policy Period.
SPECIFIC REIMBURSEMENT PERCENTAGE is the percentage that the Company agrees to
reimburse the Policyholder for Losses exceeding the Policyholder's Specific Deductible, per Covered
Unit, but subject to the terms and conditions of the Policy.
GENERAL PROVISIONS
AMENDMENTS TO THE EMPLOYEE BENEFIT PLAN - No Plan change will affect this Policy
or the rights or obligations of the Company without the Company's written consent. Written notice of a
Plan change must be given to the Company at its Home Office, at least 31 days prior to the effective
date of the change. The Company will provide reimbursement under this Policy as if the Plan had not
been amended, if such advance written notice is not received and the change has not been accepted in
writing by an officer of the Company. The. Company will provide reimbursement under this Policy
based upon the amended Plan only after such notice is received by and the change has been accepted in
writing by an officer of the Company.
AMENDMENTS TO THIS POLICY - Only an officer of the Company may change this Policy. No
change will be valid unless made in writing and accepted in writing by the Company. No agent has
authority to change this Policy or waive any of its provisions.
ASSIGNMENT - The Policyholder may not assign the Policy or its rights or obligations under the
Policy.
CLERICAL ERROR - A clerical error will not invalidate insurance otherwise in effect; nor will it
continue insurance validly terminated. If an error is discovered, an equitable adjustment in premium will
be made. If a premium adjustment involves the return of unearned premium, the amount of the return
will be limited to the unearned premium for the Policy Period during which the Company receives proof
such an adjustment is necessary.
CONFORMITY WITH STATE STATUTES - If, on the effective date of this Policy, any provision of
this Policy conflicts with any applicable law, then the provision will be deemed to conform to the
minimum requirements of the law.
CONCEALMENT, FRAUD - This entire Policy will be void:
(a) if before or after making any reimbursement, the Company determines that the Policyholder or
its agent, employee or representative has concealed or misrepresented any material fact or
circumstance concerning this Policy, including any Plan Loss; or
(b) in any case of fraud by the Policyholder or its agent, employee or representative relating to this
Policy. ,
INSURANCE CONTRACT - The entire contract between the parties shall consist of
(a) this Policy;
(b) the Policyholder's application; and
(c) Company approved riders to this Policy.
EXAMINATION OF RECORDS - The Policyholder's books, records and procedures pertaining to the
Plan or this Policy (and those of all their agents, employees and representatives) will be open to
inspection by the Company's representatives during the Policyholder's regular business hours.
HEADINGS - The headings of the various provisions of this Policy are inserted merely for convenience
and do not, expressly or by implication, limit, define or extend the terms of the provisions so designated.
INSOLVENCY - The Policyholder's or its Third Party Administrator's insolvency, bankruptcy,
financial impairment, receivership, voluntary plan or arrangement with creditors, or dissolution:
(a) will not impose upon the Company any liability other than the liability defined in this Policy;
and
(b) -will not make the Company liable to the Policyholder's creditors, including Persons covered
under the Plan.
LEGAL ACTIONS - No legal action to recover any reimbursement under this Policy may be brought
earlier than 60 days after the date written claim for reimbursement has been given to the Company. No
legal action may be brought more than three years after the date any Loss has been incurred for which
reimbursements are claimed.
LIABILITY - The Company will have neither the right nor obligation under this Policy to directly Pay
any Person or provider of professional or medical services. The Company's sole liability is to the
Policyholder, subject to the terms and conditions of this Policy. Nothing in this Policy shall be construed
to permit a Person, other than the Policyholder, to have a direct right of action against the Company. The
Company will not be considered a party to the Policyholder's Employee Benefit Plan or to any
supplement or amendment to it.
LUMTED SCOPE OF COVERAGE - The Company shall not be liable for any exemplary
extra -contractual, compensatory, or punitive damages or liabilities of any nature, assessed against the
Policyholder. The Policyholder also agrees that such damages will not be used to satisfy the Specific
Deductible or Annual Aggregate Deductible.
MISSTATED DATA - The Company has relied upon the underwriting information, including, but not
limited to, the Select Risk Questionnaire, provided by the Policyholder or the Policyholder's agent, in
the issuance of this Policy. If information becomes known after issuance of this Policy, which would
have affected the rates, deductibles, terms or conditions of coverage, the Company will have the right to
revise rates, deductibles, terms or conditions or rescind coverage as of the effective date of this Policy,
by providing written notice to the Policyholder.
PARTIES TO THIS POLICY - The parties to this Policy are the Policyholder and the Company. This
Policy does not create:
(a) any right or legal relationship between the Company and any Third Party Administrator or
between the Company and a Person or beneficiary under the Policyholder's Plan; or
(b) any responsibility or obligation of the Company to directly reimburse any Person or health care
Provider for any benefits which the Policyholder has agreed to provide under the terms of its
Plan.
This Policy will not be deemed to make the Company a party to any agreement between the
Policyholder and a Third Party Administrator.
REEWBURSEMENT OF PLAN LOSSES - The Company shall have sole authority to reimburse or
deny any Plan Losses under this Policy. All Payments hereunder will be reimbursed to the Policyholder
as they become reimbursable under this Policy.
RENEWAL - At the end of the Policy Period, but only by mutual agreement of the Policyholder and the
Company, this Policy may be renewed for another Policy Period. The renewal may be subject to new
premium rates, new Special Underwriting Terms, new Benefit Period and other new terms and
conditions. The Company's approval of a renewal requested by the Policyholder for insurance
designating a new Policy Period, Benefit Period and new Policy terms and conditions, shall require a
new Schedule of Insurance to be issued by the Company.
SEVERABILITY CLAUSE - If any clause is deemed void, void -able, invalid, or otherwise
unenforceable, whether or not such a provision is contrary to public interest, voiding that clause will not
render any of the remaining provisions of this Policy invalid
DUTIES OF THE POLICYHOLDER
In addition to all other duties and obligations described in this Policy, the parties agree that the
Policyholder shall have the duties and obligations described herein.
PROOF OF PLAN LOSS - The Policyholder agrees to maintain (and make available at all times) such
information as the Company may reasonably require for Payment of claims under this Policy.
FUNDING PLAN LOSSES - If the Policyholder fails to provide funds for timely Payment, at the
Company's option:
(a) coverage under this Policy will immediately terminate for the Policyholder; and
(b) any Annual Aggregate Deductible and/or Specific Deductible will be deemed not satisfied.
REPORTING COVERED UNITS - The Policyholder agrees to prepare and submit to the Company by
the 15th calendar day of each month a report of the total number of Covered Units under the Plan during
the prior month.
RECORDS - The Policyholder agrees to maintain records reasonably required by the Company;
(a) while the Policyholder is insured under this,Policy; and
(b) for seven years after termination.
The Policyholder shall furnish to the Company, upon its request, all pertinent data concerning Persons
covered under the Plan.
NOTIFICATION - The Policyholder will immediately notify the Company of Plan termination or
Third Party Administrator changes.
PLAN DOCUMENT - The Policyholder shall provide to the Company a copy of the self -insured Plan
document.
PREMIUMS AND FACTORS
PAYMENT OF PREMIUMS - The fast premium Due Date is on the fast day of the Policy Period.
Premiums for each subsequent Period of Coverage are due the first day of each month during the Policy
Period.
Payment should be made to the Company at the Home Office, unless an officer of the Company
authorizes payment to be made somewhere else.
If this Policy terminates for any reason:
(a) the Policyholder is liable for all premiums to the date of termination, including premiums for any
Grace Period or part of any Grace Period; and
(b) all unpaid premiums are due no later than the date of termination.
PREMIUM AMOUNT - The premium amount for each Person will be calculated separately, on the
basis. of rates shown in the Schedule of Insurance. The amount of premium due will be the sum of the
products obtained by multiplying each rate, as shown in the Schedule of Insurance, by the appropriate
number of Persons covered under the Plan to which the rate applies.
GRACE PERIOD - A Grace Period of 31 days from the Due Date will be allowed for the Payment of
premiums after the first premium Payment. Coverage will automatically terminate at the end of the
Grace Period if premium is unpaid when the Grace Period ends.
PREMIUM RATE, DEDUCTIBLES AND FACTOR CHANGES - The Company may change
premium rates, Aggregate or Specific Deductibles or Aggregate Deductible Factors on any of the
following dates:
(a) the date the Policyholder's Plan or Policy is amended;
(b) the date the Policyholder adds or deletes a subsidiary, affiliated company or division; or
(c) the date an increase or decrease in the number of Covered Units under the Plan exceeds 10% of
those from the prior month (or 10% over any period of 12 consecutive months).
If the Company gives at least 60. days' advance written notice, the Company also has the right to adjust
the premium rates:
(a) when the premium taxes payable by the Company increase (but only to the extent of the
increase);
(b) when the Company assumes any Policy administration previously performed by the Policyholder
or a Third Party Administrator; or
(c) when any Policy change is required to comply with state or federal law.
Any submission of incorrect premium amounts or number of Covered Units in the prior Policy Period
must be reported to the Company within 60 days after the prior Policy Period ends.
EFFECTIVE DATE OF INSURANCE
Insurance for Policyholder will commence on the effective date of the Policy.
TERMINATION OF INSURANCE
This Policy will continue in effect until the end of each Policy Period, as shown on the Schedule of
Insurance; unless coverage is terminated as set forth below.
The Policy will terminate on the earliest of:
(a) the date the Policyholder's Employee Benefit Plan terminates;
(b) the date the Policyholder dissolves, suspends active business operations, or is placed in
bankruptcy or receivership; or
(c) the date the Company receives written notice of termination from the Policyholder, or the
termination date requested by the Policyholder (whichever is later);
(d) the day a change in the Aggregate Stop -Loss Deductible or Specific Stop -Loss Deductible; or a
premium increase is effective but has not been accepted in writing by the Policyholder, or
(e) the end of the Grace Period if premium has not been Paid by such date.
The Policy may also be terminated, at the Company's option, on the earliest of:
(a) the date the Policyholder fails to fund the benefits provided by the Plan;
(b) the date the Policyholder amends the Plan without the Company's written consent;
(c) the date the number of employees covered under the Policyholder's Plan is less than 50; or
(d) the date the Policyholder fails to perform any of its duties as described in this Policy.
The Company will not refund any portion of the earned premiums Paid by Policyholder in the event
coverage terminates during a Policy Period.
NEW POLICY PERIOD
At the end of the Policy Period this Policy may be renewed for a new Policy Period by mutual written
agreement of the Policyholder and the Company. If the Policy is renewed a new Schedule of Insurance
will be issued by the Company. The new Schedule of Insurance will set forth certain terms for the new
Policy Period.
REINSTATEMENT AFTER THE POLICY ENDS
If this Policy terminates for any reason, it can be reinstated only:
(a) by an officer of the Company;
(b) in writing; and
(c) subject to any written conditions of reinstatement imposed by the Company.
SPECIFIC STOP LOSS INSURANCE
INSURING PROVISION - If, during any Benefit Period, Losses for any Covered Unit exceed the
Specific Deductible, the Company will reimburse the Policyholder an amount equal to the product of the
Specific Reimbursement Percentage and the amount by which Losses exceed the Specific Deductible.
Losses from any Person may not exceed the Maximum Specific Reimbursement.
The Specific Deductible, as shown in the Schedule of Insurance, applies separately to each Covered Unit
during a Policy Period.
The Maximum Specific Reimbursement, Benefit Period and Specific Reimbursement Percentage are
shown in the Schedule of Insurance.
LOSSES for any Covered Unit during the Benefit Period shall also be subject to any Special
Underwriting Terms, as shown in the Schedule of Insurance.
CLAIM SETTLEMENTS - The Company will reimburse the Policyholder for Losses for which
indemnity is herein provided.
AGGREGATE STOP LOSS INSURANCE
COVERAGE PROVISION - If, during a Benefit Period, Losses exceed the Annual Aggregate
Deductible for the Policy Period, the Company will Pay to the Policyholder an amount:
(a) equal to the product of the Aggregate Reimbursement Percentage and the amount by which
Losses exceed the Annual Aggregate Deductible; but
(b) not exceeding the Maximum Aggregate Reimbursement.
However, if the Policy terminates before the Policy Period ends:
(a) the Annual Aggregate Deductible will be deemed not satisfied; and
(b) the Company will not be liable for any aggregate reimbursement.
The Maximum Aggregate Reimbursement, Benefit Period, Aggregate Deductible Factors and Aggregate
Reimbursement Percentage are shown in the Schedule of Insurance.
LOSSES during any Benefit Period shall also be subject to the Special Underwriting Terms, as shown
in the Schedule of Insurance. Loss will not include amounts exceeding the Specific Deductible and will
not include amounts Paid by the Company under any other provision of this Policy.
CLAIM SETTLEMENT The Company will reimburse the Policyholder for Losses for which
indemnity is herein. provided