R-11-09-22-11C2 - 9/22/2011RESOLUTION NO. R -11-09-22-11C2
WHEREAS, the City of Round Rock (the "City") has duly advertised for proposals to retain
services to provide independent third -party administration of the City's self-funded employee health
benefits plan (the "Plan"); and
WHEREAS, Aetna Life Insurance Company ("Aetna") has submitted a proposal to provide
said services, and said proposal has been determined to be the most advantageous to the City
considering the price and other evaluation factors included in the request for proposals; and
WHEREAS, the City Council desires to accept the proposal of Aetna, Now Therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS:
That the proposal of Aetna Life Insurance Company for provision of independent third -party
administration of the City's self-funded employee health benefits plan is hereby accepted as the
proposal determined to be the most advantageous to the City considering the price and other evaluation
factors included in the request for proposals.
That the Mayor is hereby authorized and directed to execute on behalf of the City the Master
Services Agreement No. MSA -819919 with Aetna, along with any necessary attached documents
regarding the Plan, a copy of such documents being attached hereto as Exhibit "A" and incorporated
herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
O:\wdox\SCClnts\0112\ 1104\MUNICIPAL\00232944.DOC/jkg
RESOLVED this 22nd day of September, 2011.
ATTEST:
5re/1/14/1- . 1/Letitt--
SARA L. WHITE, City Secretary
ALAN MCGRAW, Mayor
City of Round Rock, Texas
2
EXHIBIT
„A»
MASTER SERVICES AGREEMENT NO. MSA -819919
This Master Services Agreement by and between Aetna Life Insurance Company, a
Connecticut corporation located at 151 Farmington Avenue, Hartford, Connecticut,
its affiliated HMOs, if indicated in Appendix V, its other affiliates and subsidiaries
(collectively "Aetna") and City of Round Rock, a Texas Municipality, located at 221
E. Main Street, Round Rock, Texas 78664 ("Customer") is effective as of January 1,
2010 ("Effective Date"). This Master Services Agreement, Statements of Available
Services ("SAS"s) and any additional Schedules and Appendices, as so identified and
agreed, shall be hereinafter collectively referred to as the "Services Agreement."
1. INTRODUCTION
WHEREAS, Customer has established a self-funded employee health benefits plan (the "Plan"), for
certain eligible Plan Participants (employees, dependents, beneficiaries, retirees, or members as
referenced in the Plan documents, or any term used by the Customer to designate participants in the
Plan) described in Appendix I of this Services Agreement; and
WHEREAS, pursuant to the Plan, Customer wishes to make available one or more products offered
by Aetna ("the Products"), as specified in the SASs; and
WHEREAS, Aetna has arranged to provide integrated claim administration of these Product(s) and
supplemental administrative services ("Services");
THEREFORE, in consideration of the mutual covenants and promises stated herein and other
good and valuable consideration, the parties hereby enter into this Services Agreement, which sets
forth the _terms and conditions under which Aetna agrees to render the Services, and under which
Customer hereby agrees to receive and compensate Aetna for such Services.
2. TERM
Unless one party informs the other of its intent to allow the Services Agreement to terminate in
accordance with Section 7 of this Master Services Agreement, the initial term of this Services
Agreement shall be three (3) years beginning on the Effective Date (referred to as an "Agreement
Period"). This Agreement may be renewed for two (2) additional periods of time not to exceed
twelve (12) months each provided both parties agree in writing.
3. SERVICES
Aetna shall perform only those services expressly described in this Services Agreement and Aetna's
response to the requirements of the Request for Proposal Third Party Administration RFP No. 09-
019 June 2009 (Appendix VII). In the event of a conflict between the terms of this Master Services
Agreement, the attached SASs, or Aetna's response to the Request for Proposal, the order of
precedence shall be as follows:
First - Master Services Agreement, including the Statements of Available Services
Second - Aetna's response and negotiations of Best & Final Offer
Third - Aetna's initial response to the Request for Proposals
Fourth - Letter of Understanding
MSA 1
4. STANDARD OF CARE
Aetna or Customer will discharge their obligations under the Services Agreement with that level of
reasonable care which a similarly situated Services provider or Plan Sponsor, as applicable, would
exercise under similar circumstances In connection with fiduciary powers and duties hereunder, if
delegated by Customer to Aetna as noted in the Claim Fiduciary section of the applicable SAS, Aetna
shall observe the standard of care and diligence required of a fiduciary under applicable state law.
5. FIDUCIARY DUTY
It is understood and agreed that the Customer retains complete authority and responsibility for the
Plan, its operation, and the benefits provided there under, and that Aetna is empowered to act on
behalf of Customer in connection with the Plan only to the extent expressly stated in the Services
Agreement or as agreed to in writing by Aetna and Customer.
Customer has the sole and complete authority to determine eligibility of persons to participate in the
Plan.
Claim fiduciary responsibility is identified in the applicable Statement of Available Services ("SAS").
6. SERVICE FEES
Customer shall pay Aetna the Service Fees in accordance with the Service and Fee Schedule(s), and the
following "Prompt Payment Policy".
Prompt Payment Policy:
Payments will be made within thirty (30) days after the day on which the performance of services was
completed or the day on which the Customer receives a correct invoice for the services, whichever is later.
Aetna may charge a late fee as set forth below (provided that the fee shall not be greater than that which is
permitted by Texas law) for payments not made in accordance with this prompt payment policy; however,
this policy does not apply to payments made by the Customer in the event:
• There is a bona fide dispute between the Customer and Aetna concerning the supplies, materials,
services or equipment delivered or the services performed that causes the payment to be late; or
• The terms of a federal agreement, grant, regulation, or statute prevent the Customer from
making a timely payment with Federal Funds; of
• There is a bona fide dispute between Aetna and a subcontractor or between a subcontractor and
its supplies concerning supplies, materials, or equipment delivered or the services performed
which caused the payment to be late; or
• The invoice is not mailed to the Customer in strict accordance with instructions, if any, on the
purchase order or agreement or other such contractual agreement.
No Services other than those identified in the Service and Fee Schedule(s) are included in the Service
Fees. The Services to be provided by Aetna and the Service Fees may be adjusted annually effective
on the anniversary of the Effective Date (the "Contract Anniversary Date") by Aetna, provided both
parties agree, upon one hundred twenty (120) days prior written notice, or at other times as indicated
in the Service and Fee Schedule(s).
Aetna shall provide Customer with a monthly statement indicating the Service Fees owed for that
month. Customer shall pay Aetna the amount of the Service Fees no later than thirty-one (31)
calendar days following the first calendar day of the month in which the Services are provided (the
"Payment Due Date").
MSA 2
Customer shall reimburse Aetna for additional expenses incurred by Aetna and agreed to by the
parties on behalf of the Plan or Customer which are necessary for the administration of the Plan,
including, but not limited to: special hospital audit fees, fees paid or expenses incurred to recover
Plan assets, customized printing fees, clerical listing of eligibility, Customer audits exceeding limits in
the Services Agreement, and for any other services performed which are not Services under the
Services Agreement. The payment by Aetna on behalf of Customer of any such expenses shall
constitute part of the Services hereunder, provided, however, with respect to any payments made by
Aetna on behalf of and at the request of the Customer to Customer's vendors, Customer shall be
responsible for filing any notices, such as Form 1099 or other forms.
In circumstances where Aetna may have a contractual, claim or payment dispute with a provider, the
settlement of that dispute with the provider may include a one time payment in settlement to the
provider or to Aetna, or may otherwise impact future payments to providers. Aetna, in its discretion,
may apportion the settlement to self-funded Customers, either as an additional service fee from, or as
a credit to, Customer, as may be the case, based upon specific applicable claims, proportional
membership or some other allocation methodology, after taking into account Aetna's costs including
Aetna's internal costs of recovery and distribution.
All overdue amounts shall be subject to the late charges set forth below and the Prompt Payment
Policy set forth above.
Following the close of an Agreement Period, Aetna will prepare and submit to the Customer a report
showing the Service Fees paid.
7. TERMINATION
The Services Agreement may be terminated by Aetna or the Customer as follows:
(A) Legal Prohibition - If any state or other jurisdiction enacts a law or Aetna interprets an existing
law to prohibit the continuance of the Services Agreement or some portion thereof, the Services
Agreement or that portion shall terminate automatically as to such state or jurisdiction on the
effective date of such law or interpretation; provided, however, if only a portion of the Services
Agreement is impacted, the Services Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.
(B) Customer Termination - Customer may terminate the Services Agreement with respect to all
Plan Participants or any group of Plan Participants included under the Services Agreement or
any subsidiary or affiliate of Customer that is covered under the Services Agreement, or for a
particular Product and/or SAS, by giving Aetna at least thirty-one (31) days written notice stating
when, after the date of such notice, such termination shall become effective.
The City reserves the right to review Aetna's performance at the end of each period and cancel
all or part of the Agreement(s) or continue the Agreement(s) through the next period.
If Aetna fails to perform its duties in a reasonable and competent manner, the City may give
written notice to Aetna of the deficiencies and Aetna shall have thirty-one (31) days to correct
such deficiencies. If Aetna fails to correct the deficiencies within the thirty-one (31) days the
City may terminate the Agreement(s) by giving Aetna written notice of termination and the
reason for the termination.
MSA 3
(C) Aetna Termination -
(1) Aetna may terminate the Services Agreement or any SAS attached hereto by giving to
Customer at least thirty-one (31) days written notice stating when, after the date of such
notice, such termination shall become effective.
(2) If Customer fails to respond to an initial request by Aetna, or the bank selected by Aetna, on
which benefit payment checks are drawn in satisfaction of a claim for Plan benefits
("Bank"), to provide funds to the Bank for the payment of checks or other payments
approved and recorded by Aetna, Aetna shall have the right to cease processing benefit
payment requests and suspend other Services until the requested funds have been provided.
Aetna may terminate the Services Agreement immediately upon transmission of notice to
Customer by mail, facsimile transmission or other means of communication (including
electronic mail) if (a) Customer fails to provide the requested funds within five (5) business
days of written notice by Aetna, or (b) Aetna determines that Customer will not meet its
obligation to provide such funds within such five (5) business days.
If Customer fails to pay Service Fees by the Payment Due Date, Aetna shall have the right to
suspend Services until the Service Fees have been paid. Aetna may terminate the Services
Agreement immediately upon transmission of notice to Customer by mail, facsimile
transmission or other means of communication (including electronic mail) if (a) Customer
either fails to pay such Service Fees within five (5) business days of written notice of unpaid
Service Fees by Aetna, or (b) Aetna determines that Customer will not meet its obligation to
pay such Service Fees within such five (5) business days.
(4) Any acceptance by Aetna of funds or Service Fees described in paragraphs (2) or (3) above,
after the grace periods specified therein have elapsed and prior to any action by Aetna to
suspend Services or terminate the Services Agreement, shall not constitute a waiver of
Aetna s right to suspend Services or terminate the Services Agreement in accordance with
this section with respect to any other failure of Customer to meet its obligations hereunder.
(D) Responsibilities on Termination - Upon termination of the Services Agreement, for any
reason other than termination under Section 7 (C) (2), Aetna will continue to process runoff
claims for Plan benefits that were incurred prior to, but not processed as of, the termination
date, which are received by Aetna not more than twelve (12) months following the termination
date. The Service Fee for such activity is included in the Service Fees described in Section 6 of
this Master Services Agreement. The procedures and obligations described in the Services
Agreement, to the extent applicable, shall survive the termination of the Services Agreement and
remain in effect with respect to such claims. Benefit payments processed by Aetna with respect
to such claims which are pended or disputed will be handled to their conclusion by Aetna, and
the procedures and obligations described in the Services Agreement, to the extent applicable,
shall survive the expiration of the twelve (12) month period. Requests for benefit payments
received after such twelve (12) month period will be returned to the Customer or, upon its
direction, to a successor administrator at the Customer's expense.
(3)
MSA 4
Customer will be liable for all Plan benefit payments made by Aetna in accordance with the
preceding paragraph (D) following the termination date or which are outstanding on the
termination date. Customer will continue to fund Plan benefit payments through the banking
arrangement described in Section 8 of this Master Services Agreement and agrees to instruct its
bank to continue to make funds available until all outstanding Plan benefit payments have been
funded by the Customer or until such time as mutually agreed upon by Aetna and Customer
(e.g., Customer's wire line and bank account from which the Bank requests funds must remain
open for one (1) year after runoff processing ends, two (2) years after termination).
Upon termination of the Services Agreement and provided all Service Fees have been paid,
Aetna will release to Customer or to a successor administrator, in Aetna's standard format, all
claim data, records and files within a reasonable time period following the termination date. All
costs associated with the release of data, records and files from Aetna to Customer shall be paid
by Customer.
8. BENEFIT FUNDING
Plan benefit payments and related charges of any amount payable under the Plan shall be made by
check drawn by Aetna payable through the Bank or by electronic funds transfer or other reasonable
transfer method. Customer, by execution of the Services Agreement, expressly authorizes Aetna to
issue and accept such checks on behalf of Customer for the purpose of payment of Plan benefits and
other related charges. Customer agrees to provide funds through its designated bank sufficient to
satisfy all Plan benefits and related charges upon notice from Aetna or the Bank of the amount of
payments made. by Aetna. Customer agrees to instruct its bank to forward an amount in Federal
funds on the day of the request equal to such liability by wire transfer or such other transfer method
agreed upon between Customer and Aetna. As used herein `Plan benefits" means payments under
the Plan, excluding any copayments, coinsurance or deductibles required by the Plan.
Aetna reserves the right to place stop payments on all outstanding benefit checks (i.e., checks which
have not been presented for payment) on the sooner of
(A) one (1) year following the date Aetna completes its runoff processing obligations; or
(B) five (5) days following Customer's failure to provide requested funds or pay Service Fees due
in accordance with Section 7(C).
Prior to the Effective Date of this Services Agreement, Customer shall deposit a `Payment Fund"
with the Bank subject to the Bank's controL Such Payment Fund shall be in an amount determined
by Aetna to be sufficient to fund all Plan benefits for a period of at least two weeks and shall not be
drawn from Plan assets. Aetna will periodically assess the sufficiency of the Payment Fund and may,
at its sole discretion, direct Customer to deposit additional amounts to the Payment Fund upon
twenty-four (24) hours written notice. The Payment Fund may be used to fund Plan benefits and
related charges in the event the Customer fails to perform its payment and funding obligation under
the first paragraph of this Section 8. The Payment Fund shall be maintained by the Bank following
termination of the Services Agreement for such period of time as Aetna determines is necessary to
cover Plan benefits. Customer will not be credited with interest on amounts held in the Payment
Fund.
The remainder of this Section 8. will not apply to the Health Fund, the Pharmacy Fund or the Dental
Fund:
MSA 5
For any calendar month, the maximum payment to be made to the Bank to fund Plan benefit
payments and related charges is described below. Plan benefit payments and related charges in a
calendar month which exceed the maximum payment for the month will be carried forward to be
funded by Customer in future calendar months of the current Agreement Period, except that for the
last calendar month of the Agreement Period, Customer is liable for any benefit payments which
exceed the maximum payment for that month.
The maximum payment for any calendar month shall be equal to (i) less (ii) where:
(i). shall be equal to the product of (A) and (B) where:
(A) equals the sum of the number of employees as indicated by Aetna records at the
beginning of each calendar month of the Agreement Period up to and including the
current calendar month (provided the sum shall not be less than the number of calendar
months up to and including the current calendar month times the number of employees
as indicated by Aetna records as of the beginning of the first Services Agreement
month), times
(B) the maximum benefit payment factor. This factor shall be determined by Aetna and shall
be effective as of the first calendar month of an Agreement Period. The maximum
benefit payment factor may be changed at such other times as the Aggregate Stop Loss
Factor under Contractual Liability Insurance Policy Number SL -819919 is adjusted.
(ii). shall equal the Plan benefit payments funded by the Customer during the preceding calendar
months of the Agreement Period.
On the termination date, in addition to the liabilities described in Section 7, the Customer is liable for
and must provide funds to the Bank equal to the difference between:
• the total amount of benefit payments by Aetna during the Agreement Period; and
• the amount of benefit payments by Aetna during the Agreement Period for which the
Customer has provided funds up to the date of termination.
9. CUSTOMER'S RESPONSIBILITIES
(A) Eligibility - Customer shall supply Aetna in writing or by electronic medium acceptable to
Aetna with all information regarding the eligibility of Plan Participants including but not limited
to the identification of any Sponsored Dependents defined in Customer's Summary Plan
Description (SPD) and shall notify Aetna by the tenth day of the month following any changes
in Plan participation. Customer agrees that retroactive terminations of Plan Participants shall not
exceed 60 days and that Aetna has no financial responsibility for any benefit payments owed
under the Plan. Aetna has no responsibility for determining whether an individual meets the
definition of a Sponsored Dependent. Aetna shall not be responsible in any manner, including
but not limited to, any obligations set forth in Section 13 below, for any delay or error caused by
the Customer's failure to furnish accurate eligibility information. Customer represents that it has
informed its Plan Participants through enrollment forms executed by Customer's Plan
Participants, or in another manner which satisfies applicable law, that confidential information
relating to their benefit claims may be disclosed to third parties in connection with plan
administration.
MSA 6
(B) Initial SPD Review - Customer shall provide Aetna with all Plan documents at least thirty (30)
days prior to the Effective Date or such other date mutually agreed upon by the parties.
Customer agrees that it will provide Aetna with a copy of its SPD, so that Aetna may reconcile
any potential differences that may exist among the SPD, the description of Plan benefits in
Appendix I and Aetna's internal policies and procedures. Aetna does NOT review Customer's
SPD for compliance with applicable law. Customer also agrees that it is responsible for satisfying
any and all Plan reporting and disclosure requirements imposed by law, including updating the
SPD to reflect any changes in benefits.
(C) Notice of Benefit Change - Customer shall notify Aetna in writing of any changes in Plan
documents or Plan benefits at least thirty (30) days prior to the effective date of such changes.
Aetna shall have thirty (30) days following receipt of such notice to inform Customer of whether
it will administer such proposed changes. Appendix I hereto shall be deemed to be automatically
modified to reflect such proposed changes if Aetna either agrees to administer the changes as
proposed or fails to object to such changes within thirty (30) days of receipt of the foregoing
notice. The description of Plan benefits in Appendix I may otherwise be amended only by
mutual written agreement of the parties. Aetna may charge additional fees relating to any increase
in cost to administer the description of Plan benefits in Appendix I and otherwise revise this
Services Agreement, including, without limitation, the financial terms set forth in the Service and
Fee Schedule or the Performance Guarantees set forth in Exhibit II because of changes which
Aetna agrees to administer.
(D) Employee Notices - Customer agrees to furnish each Employee covered by the Plan written
notice, satisfactory to Aetna, that Customer has complete financial liability for the payment of
Plan benefits. Customer agrees to indemnify Aetna and hold Aetna harmless against any and all
loss, damage and expense (including reasonable attorneys' fees) sustained by Aetna as a result of
any failure by Customer to give such notice.
(E) Miscellaneous - Customer shall immediately provide Aetna with such information regarding
administration of the Plan as Aetna may request from time to time. Aetna is entitled to rely on
the information most recently supplied by Customer in connection with Aetna's Services and its
other obligations under the Services Agreement. Aetna shall not be responsible for any delay or
error caused by Customer's failure to furnish correct information in a timely manner. Aetna is
not responsible for responding to Plan Participant requests for copies of Plan documents.
10. RECORDS
Customer acknowledges and agrees that Aetna or its affiliates or authorized agents shall have the
right to use all documents, records, reports, and data, including data recorded in Aetna's data
processing systems ("Documentation"), subject to compliance with privacy laws and regulations,
including without limitation regulations promulgated pursuant to the Health Insurance Portability
and Accountability Act of 1996. All Documentation is stored in Aetna's data warehouses, and may be
de -identified as to Plan Participants and Customer identity for purposes other than administration of
Customer's claims, at Aetna's discretion. Customer is not compensated for any use of de -identified
Documentation maintained in Aetna's data warehouse.
MSA
Upon reasonable prior written request, and subject to the provisions of Sections 11 and 12, and as
permitted by applicable law, the Plan -related benefit payment information contained in the
Documentation shall be made available to Customer or to a third party designated by Customer, for
inspection during regular business hours at the place or places of business where it is maintained by
Aetna, for purposes related to the administration of the Plan. Aetna may assess a charge to recover
costs in connection with documentation requests. Such Plan -related benefit payment Documentation
will be kept by Aetna for seven (7) years after the year in which a claim is adjudicated, unless Aetna
turns such Documentation over to Customer or a designee of Customer. In the event return or
destruction is infeasible, Aetna shall extend protections required by HIPAA.
11. CONFIDENTIALITY
(A) Business Confidential Information - Each party acknowledges that performance of the
Services Agreement may involve access to and disclosure of Customer and Aetna identifiable
business proprietary data, rates, procedures, materials, lists, systems and information of the other
(collectively "Business Confidential Information"). No Business Confidential Information shall
be disclosed to any third party other than a party's representatives who have a need to know
such Information in relation to administration of the Plan, and provided that such
representatives are informed of the confidentiality provisions hereof and agree to abide by them.
All such Information must be maintained in strict confidence. Customer agrees that Aetna may
make lawful references to Customer in its marketing activities and in informing health care
providers as to the organizations and plans for which Services are to be provided.
(B) Aetna Confidential Information — Any information with respect to Aetna's or any of its
affiliate's fees or specific rates of payment to health care providers and any information which
may allow determination of such fees or rates and any of the terms and provisions of the health
care providers' agreements with Aetna or its affiliates are deemed to be Aetna Confidential
Information. No disclosure of any such information may be made or permitted to Customer or
to any third party whatsoever, including, but not limited to, any broker, consultant, auditor,
reviewer, administrator or agent unless (i) Aetna has consented in writing to such disclosure and
(n) each such recipient has executed a confidentiality agreement in form satisfactory to Aetna's
counseL
(C) Plan Participant Confidential Information - In addition, each party will maintain the
confidentiality of medical records and confidential Plan Participant -identifiable patient
information ("Plan Participant Confidential Information"), and in accordance with the terms of
the Business Associate Agreement attached as Appendix A to this Services Agreement.
(D) Upon Termination - Upon termination of the Services Agreement, each party, upon the
request of the other, will return or destroy all copies of all of the other's Confidential
Information in its possession or control except to the extent such Confidential Information must
be retained pursuant to applicable law, to the extent such Confidential Information cannot be
disaggregated from Aetna's databases, or except as otherwise provided under the Business
Associate Addendum attached as Appendix A; provided, however, that Aetna may retain copies
of any such Confidential Information it deems necessary for the defense of litigation concerning
the Services it provided under the Services Agreement and for use in the processing of runoff
claims for Plan benefits, in accordance with the terms of Section 7(D) of this Master Services
Agreement.
(E) Customer and Aetna acknowledge that compliance with the provisions of the foregoing
paragraphs are necessary to protect the business and good will of each party and its affiliates and
that any actual or prospective breach will irreparably cause damage to each party or its affiliates
MSA 8
for which money damages may not be adequate. Customer and Aetna therefore agree that if a
party or party's representatives breach or attempt to breach paragraphs (A) through (D) hereof,
the other party will not oppose such party's request for temporary, preliminary and permanent
equitable relief, without bond, to restrain such breaches, together with any and all other legal and
equitable remedies available under applicable law or under the Services Agreement. The
prevailing party shall be entitled to recover from the non -prevailing party the attorneys' fees and
costs it expends in any action related to such breach or attempted breach.
(F) Not withstanding the above, the parties recognize, understand, and agree that Customer is
subject to the Texas Public Information Act and its duties run in accordance therewith.
12. AUDIT RIGHTS
(A) General Guidelines - For the purpose of this Services Agreement, an "audit" is defined as
performing a detailed review of medical claim transactions for the purpose of assessing the
accuracy of benefit determinations.
Audits must be commenced within two (2) years following the period being audited. Audits of
performance guarantees must be commenced in the year following the period to which the
performance guarantee results apply.
Audits must be performed at the location where Customer's claims are processed.
Aetna is not responsible for paying Customers' audit fees or the costs associated with the audit.
Customer shall pay Aetna fees for any audit which, with Aetna's approval, n cannot be
completed within a five (5) day period, (ii) contains a sample size in excess of 250 claim
transactions (or with respect to a Health Fund audit, 250 Plan Participant(s), or (iii) otherwise
creates exceptional administrative demands upon Aetna. The Customer represents that it has
informed its Plan Participants that Plan Participant Confidential Information may be used in
connection with audits.
Any requested payment from Aetna resulting from the audit must be based upon documented
findings, agreed to by both parties, and must be solely due to Aetna's actions or inactions. "
(B) Auditor Qualifications and Requirements - Customer will utilize individuals to conduct
audits on its behalf who are qualified by appropriate training and experience for such work, and
will perform its review in accordance with published administrative safeguards or procedures and
applicable law against unauthorized use or disclosure (in the audit report or otherwise) of any
individually identifiable information. Customer and such individuals will not make or retain any
record of provider negotiated rates induded in the audited transactions, or payment identifying
information concerning treatment of drug or alcohol abuse, mental/nervous or HIV/AIDS or
genetic markers, in connection with any audit. Aetna reserves the right to refuse to allow an
auditor to conduct an audit in the event Aetna determines the auditor has a conflict of interest
Determination of the nature of a conflict of interest shall be in the sole discretion of Aetna. A
conflict of interest includes (but is not limited to) a situation in which the audit agent .(a) is
employed by an entity which is a competitor of Aetna; or (b) has terminated from Aetna within
the past 12 months; or (c) is affiliated with a vendor subcontracted by Aetna to adjudicate claims
The auditor chosen by the Customer must be mutually agreeable to both Customer and Aetna.
Auditors may not be compensated on the basis of a contingency fee or a percentage of
overpayments identified, in accordance with the provisions of Section 8.207 through 8.209 of the
International Federation of Accountant's (IFAC) Code of Ethics For Professional Accountants
(Revised 2004).
MSA 9
(C) Audit Coordination - Customer will provide reasonable advance notice of its intent to audit and
will complete an Audit Request Form providing information reasonably requested by Aetna.
Further, Customer or its representative will provide Aetna at least four (4) weeks in advance of
the desired audit date, with a complete and accurate listing of the transactions to be pulled for
the audit, and with identification of the potential auditor. Notification requirements may exceed
four weeks for unusual audit requests, including but not limited to audits involving large sample
sizes (e.g., greater than 250 transactions). No audit may commence until the Audit Request Form
is completed and executed by the Customer, the auditor, and Aetna.
(D) Identification of Audit Sample - Unless otherwise specified in Appendix II, Performance
Guarantees, the sample must be based on a statistical random sampling methodology (e.g.,
systematic random sampling, simple random sampling, stratified random sampling.) Aetna
reserves the right to review and approve the sample size, the objectives of the audit and the
sampling methodology proposed by the auditors.
(E) Closing Meeting - The auditors will provide their draft audit findings to Aetna, in writing,
before a final audit report is presented to Customer and auditors shall discuss their draft audit
findings with Aetna at this stage of the audit process.
(F) Audit Reports - Aetna will have a right to receive the final Audit Report, before delivery to the
Customer. Aetna shall have the right to include with the final Audit Report a supplementary
statement containing supporting documentation and materials that Aetna considers pertinent to
the audit.
13. RECOVERY OF OVERPAYMENTS
The parties will cooperate fully to make reasonable efforts to recover overpayments of Plan benefits.
If it is determined that any payment has been made by Aetna to or on behalf of an ineligible person
or if it is determined that more than the appropriate amount has been paid, Aetna shall undertake
good faith efforts to recover the erroneous payment. For the purpose of this provision, "good faith
efforts" constitute Aetna's outreach to the responsible party twice via letter, phone, email or other
means to attempt to recover the payment at issue. If those efforts are unsuccessful in obtaining
recovery, Aetna may use an outside vendor, collection agency or attorney to pursue recovery unless
the Customer directs otherwise. Except as stated in this section, Aetna has no other obligation with
respect to the recovery of overpayments.
Overpayment recoveries made through third party recovery vendors, collection agencies, or
attorneys are credited to Customer net of fees charged by those entities.
Overpayments must be determined by direct proof of specific claims. Indirect or inferential methods
of proof — such as statistical sampling, extrapolation of error rate to the population, etc. — may not be
used to determine overpayments. In addition, application of only software may not be used to
determine overpayments.
Customer may not seek collection, or use a third party to seek collection, of benefit payments or
overpayments from contracted providers, since all such recoveries are subject to the teens and
provisions of the providers' proprietary contracts with Aetna. For the purpose of determining
whether a provider has or has not been overpaid, Customer agrees that the rates paid to contracting
providers for covered services shall be governed by Aetna's contracts with those providers, and shall
be effective upon the loading of those contract rates into Aetna's systems, but no later than three (3)
months after the effective date of the providers' contracts.
MSA 10
Customer may not seek collection, or use a third party to seek collection, of benefit payments or
overpayments from parties other than contracted providers described above, until Aetna has had a
reasonable opportunity to recover the overpayments. Aetna must confirm all overpayments before
collection by a third party may commence. Customer may be charged for additional Aetna expenses
incurred in overpayment confirmation.
14. INDEMNIFICATION
(A) Aetna shall indemnify and hold harmless Customer, its directors, officers, and employees (acting
in the course of their employment, but not as Plan Participants) for that portion of any third
party loss, liability, damage, expense, settlement, cost or obligation (induding reasonable
attorneys' fees but excluding payment of plan benefits) caused solely and directly by Aetna's
willful misconduct, criminal conduct, breach of the Services Agreement, fraud, breach of
fiduciary responsibility, or failure to comply with Section 4 above, related to or arising out of the
Services provided under the Services Agreement.
Except as provided in (A) above, and to the extent allowed by law, Customer shall indemnify and
hold harmless Aetna, its affiliates and their respective directors, officers, and employees for that
portion of any third party loss, liability, damage, expense, settlement, cost or obligation
(including reasonable attomey's fees but exduding payment of plan benefits ): (i) which was
caused solely and directly by Customer's willful misconduct, criminal conduct, breach of the
Services Agreement, fraud, breach of fiduciary responsibility, or failure to comply with Section 4
above, related to or arising out of the Services Agreement or Customer's role as employer or
Plan sponsor; (ii) resulting from taxes, assessments and penalties incurred by Aetna by reason of
Plan benefit payments made or Services performed hereunder, and any interest thereon,
provided that Customer shall not be required to pay any net income, franchise or other tax,
however designated, based upon or measured by Aetna's net income, receipts, capital or net
worth; (ii) in connection with the release or transfer of Plan Participant -identifiable information
to Customer or a third party designated by Customer, or the use or further disdosure of such
information by Customer or such third party; (iv) resulting from the indusion of third party
vendor information on identification cards; or (v) resulting from or arising out of claims,
demands or lawsuits brought against Aetna in connection with Services provided under the
Services Agreement.
(C) The party seeking indemnification under (A) or (B) above must notify the indemnifying party
within 20 days in writing of any actual or threatened action, suit or proceeding to which it claims
such indemnification applies. Failure to so notify the indemnifying party shall not be deemed a
waiver of the right to seek indemnification, unless the actions of the indemnifying party have
been prejudiced by the failure of the other party to provide notice within the required time
period.
The indemnifying party may then take steps to be joined as a party to such proceeding, and the
party seeking indemnification shall not oppose any such jointer. Whether or not such jointer
takes place, the indemnifying party shall provide the defense with respect to claims to which this
Section applies and in doing so shall have the right to control the defense and settlement with
respect to such claims.
The party seeking indemnification may assume responsibility for the direction of its own defense
at any time, including the right to settle or compromise any claim against it without the consent
of the indemnifying party, provided that in doing so it shall be deemed to have waived its right to
03)
MSA 11
indemnification, except in cases where the indemnifying party has declined to defend against the
claim.
(D) Customer and Aetna agree that: (i) Aetna does not render medical services or treatments to Plan
Participants; (ii) neither Customer nor Aetna is responsible for the health care that is delivered by
contracting health care providers; (iii) health care providers are solely responsible for the health
care they deliver to Plan Participants; (iv) health care providers are not the agents or employees
of Customer or Aetna; and (v) the indemnification obligations of (A) or (B) above do not apply
to any portion of any loss, liability, damage, expense, settlement, cost or obligation caused by the
acts or omissions of health care providers with respect to Plan Participants.
(E) The indemnification obligations under (A) above shall not apply to that portion of any loss,
liability, damage, expense, settlement, cost or obligation caused by any act undertaken by Aetna
at the direction of Customer, or by any failure, refusal, or omission to act, directed by the
Customer (other than services described in the Services Agreement). The indemnification
obligations under (B) above shall not apply to that portion of any loss, liability, damage, expense,
settlement, cost or obligation caused by any act undertaken by Customer at the direction of
Aetna, or by any failure, refusal, or omission to act, directed by the Aetna.
(F) The indemnification obligations under this Section 14 shall terminate upon the expiration of this
Services Agreement, except as to any matter concerning which a claim has been asserted by
notice to the other party at the time of such expiration or within two (2) years thereafter.
15. DEFENSE OF CLAIM LITIGATION
In the event of a legal, administrative or other action arising out of the administration, processing or
determination of a claim for Plan benefits, the party designated in this document as the fiduciary
which rendered the decision in the appeal last exercised by the Member which is being appealed to
the court ("appropriate named fiduciary") shall undertake the defense of such action at its expense
and settle such action when in its reasonable judgment it appears expedient to do so. If the other
party is also named as a party to such action, the appropriate named fiduciary will defend the other
party PROVIDED the action relates solely and directly to actions or failure to act by the appropriate
named fiduciary and there is no conflict of interest between the parties. Customer agrees to pay the
amount of Plan benefits included in any judgment or settlement in such action. The other party shall
not be liable for any other part of such judgment or settlement, including but not limited to legal
expenses and punitive damages, except to the extent provided in Section 14 Indemnification of the
Master Services Agreement.
16. REMEDIES
Other than in an action between the parties for third party indemnification, neither party shall be
liable to the other for any consequential, incidental or punitive damages whatsoever.
MSA ' 12
17. MEDIATION OF CERTAIN DISPUTES
If a dispute arises under this Agreement, the parties agree to resolve the dispute with the help of a
mediator mutually agreed upon by both parties. Any costs and fees, other than attorneys fees,
associated with the mediation shall be shared equally by the parties.
The City and Aetna hereby expressly agree that no claims or disputes between the parties arising out
of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding,
including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14)
or any applicable state arbitration statute.
18. NON-AETNA NETWORKS
If Aetna is requested by Customer to arrange for network services to be provided for Plan
Participants in a geographic area where Aetna does not have a network of providers under contract
to provide those services, Aetna may contract with another network of non -contracted providers
("non -Aetna networks") to provide the requested services. With respect to the services provided by
providers who are not under contract to Aetna or any of its subsidiaries ("non -Aetna providers"),
Customer acknowledges and agrees that, any other provisions of the Services Agreement
notwithstanding: Aetna does not credential, monitor or oversee the providers or the administrative
procedures or practices of any non -Aetna networks; No particular discounts may, in fact, be
provided or made available by any particular providers; Such providers may not necessarily be
available, accessible or convenient; Any performance guarantees appearing in the Services Agreement
shall not apply to services delivered by non -Aetna providers or networks; Neither non -Aetna
providers nor non -Aetna networks are to be considered contractors or subcontractors of Aetna; and
such providers are providers in private practice, are neither agents nor employees of Aetna, and are
solely responsible for the health care services they deliver.
Customer further agrees that, if Aetna subsequently establishes its own contracted provider network
in a geographic area where services are being provided by a non -Aetna network, Aetna may terminate
the non -Aetna network contract, and begin providing services through a network that is subject to
the terms and provisions of the Services Agreement. Customer acknowledges that such conversion
may cause disruption, including the possibility that a particular provider in a non -Aetna network may
not be included in the replacement network.
19. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
(HIPAA) COMPLIANCE
In accordance with the services being provided under the Services Agreement, Aetna will have access
to, create and/or receive certain Protected Health Information ("PHI as defined in Appendix III),
thus necessitating a written agreement that meets the applicable requirements of the privacy and
security rules promulgated by the Federal Department of Health and Human Services ("HHS").
Customer and Aetna mutually agree to satisfy the foregoing regulatory requirements through
Appendix III to the Services Agreement.
As of the effective dates set forth therein, the provisions of Appendix III supercede any other
provision of the Services Agreement, which may be in conflict with such Appendix on or after the
applicable effective date.
MSA 13
20. GENERAL
(A) Relationship of the Parties - It is understood and agreed that Aetna is an agent with respect to
claim payments and an independent contractor with respect to all other Services being
performed pursuant to the Services Agreement. Aetna makes no guarantee and disclaims any
obligation to make any specific health care providers or any particular number of health care
providers available for use by Plan Participants or that any level of discounts or savings will be
afforded to or realized by Customer, the Plan or Plan Participants.
(B) Subcontractors - The work to be performed by Aetna under the Services Agreement may, at its
discretion, be performed directly by it or wholly or in part through a subsidiary or affiliate or
under a contract with an organization of its choosing. Aetna will remain liable for Services under
the Services Agreement.
(C) Advancement of Funds - If, in the normal course of business under the Services Agreement,
Aetna, or any other financial organization with which Aetna has a working arrangement, chooses
to advance any funds, Customer shall reimburse Aetna or such other financial organization for
such payment. In no event shall such advances by Aetna or any another financial organization be
construed as obligating Aetna or such organization to make further advances, or to assume
liability of Customer for the payment of Plan benefits.
(D) Communications - Aetna and Customer shall be entitled to rely upon any communication
believed by them to be genuine and to have been signed or presented by the proper party or
parties.
Neither party shall be bound by any notice, direction, requisition or request unless and until it
shall have been received in writing at (i) in the case of Aetna, 151 Farmington Avenue, Hartford,
Connecticut 06156, Attention: Plan Sponsor Services Site Manager, Aetna, (ii) in the case of the
Customer, at the address shown below, or (iii) at such other address as either party specifies for
the purposes of the Services Agreement by notice in writing addressed to the other party.
Notices or communications shall be sent by mail, facsimile transmission or other means of
communication.
Address: 221 East Main Street
Round Rock, TX 78664
(E) Force Majeure - Aetna shall not be liable for any failure to meet any of the obligations or
provide any of the services or benefits specified or required under the Services Agreement
including performance guarantees, where such failure to perform is due to any contingency
beyond the reasonable control of Aetna, its employees, officers or directors. Such contingencies
indude, but are not limited to: acts or omissions of any person or entity not employed or
reasonably controlled by Aetna, its employees, officers or directors; acts of God; terrorism,
pandemic, fires; wars; accidents; labor disputes or shortages; governmental laws, ordinances,
rules, regulations, or the opinions rendered by any Court, whether valid or invalid.
(F) Miscellaneous - The Services Agreement shall be governed by and interpreted in accordance
with applicable federal law. To the extent such federal law does not govern, the Services
Agreement shall be governed by Texas law and the courts in such state shall have sole and
exclusive jurisdiction of any dispute related hereto or arising hereunder. No delay or failure of
either party in exercising any right hereunder shall be deemed to constitute a waiver of that right.
There are no intended third party beneficiaries of the Services Agreement. This Section and
Sections 3 through 13 and 15 through 17 shall survive termination of the Services Agreement.
MSA 14
The provisions of Section 14 shall survive termination only to the extent stated therein. The
headings in the Services Agreement are for reference only and shall not affect the interpretation
or construction of the Services Agreement. This Services Agreement (including incorporated
attachments) constitutes the complete and exclusive contract between the parties and supersedes
any and all prior or contemporaneous oral or written communications or proposals not expressly
included herein. No modification or amendment of this Services Agreement shall be valid unless
in a writing signed by a duly authorized representative of Aetna and a duly authorized
representative of Customer. By executing this Services Agreement, Customer acknowledges and
agrees that it has reviewed all terms and conditions incorporated into this Services Agreement
and intends to be legally bound by the same.
IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement to be
executed by their duly authorized representatives as of the day and year first written herein.
CUSTOMER AETNA LIFE INSURANCE COMPANY:
CITY OF ROUND ROCK
By:
Name:
Title:
Date:
MSA 15
Br /44t1/ 1/744"wi
Ronald A. Williams
Chairman. Chief Executive Officer and President
Date: March 8.2010
Financial Verification
SELF FUNDED MEDICAL PLAN
STATEMENT OF AVAILABLE SERVICES — PPO BASED PRODUCTS
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Services Agreement, the Services available from Aetna are
described below. Unless otherwise agreed in writing, only the Services selected by Customer in the
Service and Fee Schedule (as modified by Aetna from time to time pursuant to Section 6 of the
Master Services Agreement) will be provided by Aetna. Additional Services may be provided at
Customer's written request under the terms of the Services Agreement. This Statement of Available
Services shall supersede any previous SAS or other document describing the Services.
I. Excluded and/or Superseded Provisions of Master Services Agreement: NONE
II. Claim Fiduciary
Customer and Aetna agree that with respect to applicable state law, Aetna will be the
"appropriate named fiduciary" of the Plan for the first two levels of appeal for the purpose of
reviewing denied claims under the Plan. Customer understands that the performance of
fiduciary duties under applicable state law necessarily involves the exercise of discretion on
Aetna's part in the determination and evaluation of facts and evidence presented in support of
any claim or appeaL Therefore, and to the extent not already implied as a matter of law,
Customer hereby delegates to Aetna discretionary authority to determine entitlement to
benefits under the applicable Plan Documents for each claim received, including discretionary
authority to determine and evaluate facts and evidence, and discretionary authority to construe
the terms of the Plan.
If the denial is upheld in the second level of appeal, Aetna will determine if the appeal is
eligible for External Review Organization ("ERO"). If the appeal is eligible for ERO, then
Aetna will inform the Participant of his right to appeal to ERO. If the appeal is not eligible for
ERO or if the ERO upholds the denial, then Aetna will inform the Participant of his right to
appeal to the Customer for final review. Customer shall be the "appropriate named fiduciary"
of the Plan for the final appeal.
III. Administration Services:
A. Member and Claim Services:
1. Requests for Plan benefit payments for claims shall be made to Aetna on forms or
other appropriate means approved by Aetna. Such forms (or other appropriate means)
may include a consent to the release of medical, claims, and administrative records and
information to Aetna. Aetna will process and pay the claims for Plan benefits incurred
after the Effective Date using Aetna's normal claim determination, payment and audit
procedures and applicable cost control standards in a manner consistent with the
terms of the Plan and the Services Agreement. With respect to any Plan Participant
who makes a request for Plan benefits which is denied on behalf of Customer, Aetna
will notify said Plan Participant of the denial and of said Plan Participant's right of
review of the denial in accordance with ERISA.
2. Whenever it is determined that benefits and related charges are payable under the
Plan, Aetna will issue a payment of such benefits and related charges on behalf of
PPO Based Medical SAS 16
Customer. Funding of Plan benefits and related charges shall be made as provided in
Section 8 of the Master Services Agreement.
3. Where the Plan contains a coordination of benefits clause, antiduplication clause, or
provision(s) reducing benefits for injuries or illnesses caused or alleged to be caused by
third parties, Aetna will administer all claims consistent with such provisions and any
information concurrently in its possession as to duplicate coverage or the cause of the
injury or illness. Aetna shall have no obligation to recover sums owed to the Plan by
virtue of the Plan's rights to coordinate where the claim was incurred prior to the
Effective Date. Aetna has no obligation to bring actions bases} on subrogation or lien
rights, unless Subrogation Services are included herein, in which event its obligations
are governed by Article V of this Statement of Available Services.
B. Plan Sponsor Services:
1. Aetna will assign an Account Executive to Customer's account. The Account
Executive will be available to assist Customer in connection with the general
administration of the Services, ongoing communications with Customer and assistance
in claims administration and record-keeping systems for Customer's ongoing
operation of the Plan.
2. Upon request by Customer and consent by Aetna, Aetna will implement changes in
claims administration consistent with Customer's modifications of its Plan. A charge
may be assessed for implementing such changes. Customer's administration services
fees, as set forth in the Service and Fee Schedule, will be revised if the foregoing
amendments or modifications increase Aema s costs.
3. Aetna will provide the following reports to Customer for no additional charge:
(a) Monthly/Quarterly/Annual Accounting Reports - Aetna shall prepare the
following accounting reports in accordance with the benefit -account structure for
use by Customer in the financial management and administrative control of the
Plan benefits:
(i) a monthly listing of funds requested and received for payment of Plan
benefits;
(ii) a monthly reconciliation of funds requested to claims paid within the benefit -
account structure;
(iii) a monthly or quarterly or annual listing of paid benefits; and
(iv) quarterly or annual standard claim analysis reports.
(b) Annual Accounting Reports - Aetna shall prepare standard annual accounting
reports for each major benefit line under the Plan for the Agreement Period that
include the following
(i) forecast of claim costs;
(ii) accounting of experience; and
PPO Based Medical SAS 17
(iii) calculation of Customer reserve.
(iv) outstanding issued report (IBNR) as of the last day of each Customer fiscal
year (September 30)
Any additional reporting formats and the price for any such reports shall be mutually
agreed upon by Customer and Aetna.
4. Aetna shall develop and install all agreed upon administrative and record keeping
systems, including the production of employee identification cards.
5. Aetna shall design and install a benefit -account structure separately by class of
employees, division, subsidiary, associated company, or other classification desired by
Customer.
6. Aetna shall provide plan design and underwriting services in connection with benefit
revisions, additions of new benefits and extensions of coverage to new Plan
Participants.
7. Aetna shall provide cost estimates and actuarial advice for benefit revisions, new
benefits and extensions of coverage being considered by Customer.
8. Upon request of Customer, Aetna will provide Customer with information reasonably
available to Aetna which is reasonably necessary for Customer to prepare reports for
the United States Internal Revenue Service and Department of Labor.
9. Aetna will provide assistance in connection with the initial set up, design and
preparation of Customer's Plan, subject to the direction, review and approval of
Customer. Customer shall have the final and sole authority regarding the benefits and
provisions of the self-insured portion of the Plan, as outlined in Customer's Plan
document. Customer acknowledges its responsibility to review and approve all Plan
documents and revisions thereto and to consult with Customer's legal counsel, at its
discretion, in connection with said review and approval. Aetna shall have no
responsibility or liability for the content of any of Customer's Plan documents,
regardless of the role Aetna may have played in the preparation of such documents.
10(a). Upon request of Customer, Aetna shall prepare an Aetna standard Plan description,
including benefit revisions, additions of new benefits, and extension of coverage under
the Plan. If the Customer elects to have an Aetna non-standard Plan description,
Aetna will provide a custom Plan description with all costs borne by Customer, or
10(b). Upon request of Customer, Aetna will review Customer -prepared employee Plan
descriptions, subject to the Customer's final and sole authority regarding benefits and
provisions in the self-insured portion of the Plan.
If Customer requires both preparation (a) and review (b), there may be an additional
charge.
PPO Based Medical SAS 18
11. Upon request by Customer, Aetna will arrange for the printing of Plan descriptions,
with all costs borne by Customer.
12. Upon request by Customer, Aetna will arrange for the custom printing of forms and
identification cards, with all costs borne by Customer.
IV. Aetna Health ConnectionsSM Services:
1. Utilization Management Inpatient and Outpatient Precertification:
Inpatient Precertification: A process for collecting information prior to an inpatient
confinement. The precertification process permits eligibility verification/confirmation,
initial determination of coverage, and communication with the physician and/or Plan
Participant in advance of the provision of the procedure, service or supply at issue.
Precertification also allows Aetna to identify Plan Participants for pre -service discharge
planning and to identify and register Plan Participants for specialized programs such as
Case Management and Disease Management
Outpatient Precertification (not applicable to Indemnity or PPO. Products): A
process for reviewing selected ambulatory procedures, surgeries, diagnostic tests, home
health care and durable medical equipment. The goals .of this process (which may vary
based on the requirements of any Aexcel Product(s) elected) are:
— Assessment of the level and quality of the services provided;
- Determination of the coverage of the proposed treatment,
— Identification of care and treatment alternatives, when appropriate; and
- Identification of Plan Participants for referral to specia i?ed programs.
2. Utilization Management Concurrent Review:
• Concurrent review encompasses those aspects of patient management that take place
during the provision of services at an inpatient level of care or during an ongoing
outpatient course of treatment.
• Inpatient concurrent review is conducted telephonically or on-site at the facility where
care is delivered.
• The concurrent review process includes:
— Obtaining necessary information from practitioners and providers regarding the
care being provided to Plan Participants;
- Assessing the clinical condition of Plan Participants and the ongoing provision of
medical services and treatments to determine benefit coverage;
— Notifying practitioners and providers of coverage determinations in the
appropriate manner and within the appropriate time frame;
- Identifying continuing care needs early in the inpatient stay to facilitate discharge
to the appropriate setting; and
- Identifying Plan Participants for referral to covered specialty programs such as
Case Management, Behavioral Health and Disease Management
PPO Based Medical SAS 19
3. Utilization Management Discharge Planning:
This is an interdisciplinary process that assists Plan Participants as their medical condition
changes and they transition from the inpatient setting. Discharge planning may be initiated
at any stage of the Patient Management process. Assessment of potential discharge
planning needs begins at the time of notification, and coordination of discharge plans
commences upon identification of post discharge needs during precertification or
concurrent review. This program may include evaluation of alternate care settings and
identification of care needed after discharge. The goal is to provide continuing quality of
care and to avoid delay in discharge due to lack of outpatient support.
4. Utilization Management Retrospective Review:
Retrospective review is the process of reviewing coverage requests for initial certification
after the service has been provided or when the Plan Participant is no longer in-patient or
receiving the service. Retrospective review includes making coverage determinations for
the appropriate level of service consistent with the Plan Participant's needs at the time the
service was provided after confining eligibility and the availability of benefits within the
Plan Participant's benefit plan.
5. Case Management Program:
The Aetna Case Management program is a collaborative process of assessment, planning,
facilitation and advocacy for options and services to meet an individual's health needs
through communication and available resources to promote quality, cost-effective
outcomes.
Those Plan Participants with diagnoses and clinical situations for which a specialized
nurse, working with the Plan Participant and their physician, can make an impact to the
course or outcome of care and/or reduce medical costs will be accepted into the program
at Aetna's discretion. Case management staff strives to enhance the Plan Participant's
quality of life, support continuity of care, facilitate provision of services in the appropriate
setting and manage cost and resource allocation to promote quality, cost-effective
outcomes. Case Managers collaborate with the Plan Participant, family, caregiver,
physician and healthcare provider community to coordinate care, with a focus on closing
gaps in the Plan Participant's care and maximizing g quality outcomes.
Aetna operates two types of case management programs:
• Complex Case Management targets Plan Participants who have already experienced a
health event and are likely to have care and benefit coordination needs after the event.
The objective for Case Managers is to identify care or benefit coordination needs
which lead to faster or more favorable clinical outcomes and/or reduced medical
costs.
• Proactive Case Management targets Plan Participants, from Aetna's perspective, who
are misusing, over -using or under -utilizing the health care system, leading them
towards avoidable and costly health events. This program's objective is to confirm
gaps in Plan Participants' care leading to their over -use, misuse, or under -use, and to
work with the Plan Participant and their physician to close those gaps.
PPO Based Medical SAS 20
6. Infertility Case Management:
Aetna operates two types of infertility programs:
• Basic Infertility Program coordinates covered diagnostic services and treatment of the
underlying medical causes of infertility, helps Plan Participants understand complex
infertility treatments and helps control treatment costs through care coordination and
patient education.
• Infertility Case Management Program provides education and information resources
for Plan Participants who are experiencing infertility. Depending on the plan selected,
the program may guide eligible Plan Participants to a select network of infertility
providers for covered or non -covered services. If the services are covered, Aetna's
Infertility Management Unit issues any appropriate authorizations required under the
Plan.
7. National Medical Excellence/Institutes of Excellence Program/Institutes of
Quality:
The National Medical Excellence program was created to help arrange for access to
effective care for Plan Participants with particularly difficult conditions requiring
transplants or complex cardiac, neurosurgical or other procedures, when the needed care is
not available in a Plan Participant's service area. The program utilizes a national network
of experienced providers and facilities selected based on their volume of cases and clinical
outcomes. The National Medical Excellence Unit provides specialized Case Management
through the use of nurse case managers, each with procedure and/or disease-specific
training.
The Aetna Institutes of Excellence (IOE) transplant network was established to enhance
quality standards and lower the cost of transplant care for Plan Participants. It is made up
of a select group of hospitals and transplant centers that meet quality standards for the
number of transplants performed and their outcomes, as well as access criteria for Plan
Participants. IOE facilities have agreed to specific contractual terms and conditions and
are selected and recognized by transplant type. The following criteria are applied to each
facility prior to being selected for the IOE network:
• Quality — enhanced organ-specific credentialing and quality standards;
• Access — the national availability of, and need for, transplant facilities on a transplant -
specific basis. Need is assessed relative to the distribution of membership and relative
incidence of transplant types;
• Cost — provider contracts reflect lower negotiated rates.
The Aetna Institutes of Quality (IOQ) are a national network of health care facilities that
are designated based on measures of clinical performance, access and efficiency for
bariatric surgery. Bariatric surgery, also known as weight loss surgery, refers to various
surgical procedures to treat people living with morbid, or extreme, obesity.
PPO Based Medical SAS 21
Facilities selected for the network met the following criteria:
• Have significant experience in bariatric surgery, including a minimum of 125
procedures in the most recent calendar year - aligns with nationally recognized
organizations.
• Have evidence -based and recognized standards for clinical outcomes, processes of
care and patient safety.
• Provide ongoing follow-up programs and support for their bariatric surgery patients.
• Adhere to Aetna's standards for Participant access to the facility and Aetna
participating providers.
• Demonstrate efficiency in providing care based on overall cost of care, readmission
rates and comprehensiveness of program.
8. MedQuerySM
The MedQuery program is a data -mining initiative, aimed at turning Aetna's data into
information that physicians can use to improve clinical quality and patient safety. Through
the program, Aetna's data is analyzed and the resulting information gives physicians access
to a broader view of the Plan Participant's clinical profile. The data which fuels this
program includes claim history, current medical claims, pharmacy, physician encounter
reports, and patient demographics. Data is mined on a weekly basis and compared with
evidence -based treatment recommendations to find possible errors, gaps, omissions
(meaning, for example, that a certain accepted treatment regimens may be absent) or co -
missions in care (meaning, for example, drug -to -drug or drug -to disease interactions).
When MedQuery identifies a Plan Participant whose data indicates that there may be an
opportunity to improve care, outreach is made to the treating physician based on the
apparent urgency of the situation. For customers who have elected the buy -up of
MedQuery with Member Messaging feature, in certain situations outreach will be made
directly to the Plan Participant by MedQuery, requesting that the Plan Participant discuss
with their physician, specific opportunities to improve their care.
When available information reveals lack of compliance with a clinical risk, condition, or
demographic -related recommendation for preventive care, a Preventive Care
Consideration ("PCC") is generated. The PCC is a preventive/wellness alert sent to the
Member electronically via the Member's Personal Health Record. Paper copies of a PCC,
delivered via U.S. Mail, are also available as a buy up option.
PPO Based Medical SAS 22
9. Aetna Health ConnectionsSM Disease Management
Aetna Health ConnectionsSM is Aetna's new approach to medical management, and is a
critical component of Aetna's ongoing commitment to assisting to improve care for Plan
Participants. Most traditional medical management programs focus only on the 20% of
Plan Participants who are typically in poor health and represent the majority of medical
costs. Aetna Health ConnectionsSM will continue to identify those Plan Participants at
highest risks of deteriorating health, but also expands its focus and programs to indude
well Plan Participants. Regardless of their health status, Plan Participants will find that
Aetna offers programs or web -based tools to help them become more informed health
consumers, more aware of their own health status, and more engaged in taking action to
improve or maintain their health.
Aetna Health ConnectionsSM Disease Management is an enhancement to Aetna's
medical/disease management spectrum and will target Plan Participants at risk for high
cost who have actionable gaps in care, engage the Plan Participants at the appropriate
level, and assist the Plan Participant to close gaps in care in order to avoid complications,
improve clinical outcomes and demonstrate medical cost savings.
While traditional disease management is focused on delivering education to Plan
Participants about a specific chronic condition, .Aetna Health Connections SM focuses on
the entire person with specific interventions driven by the CareEngine® System, a
patented, analytical technology platform that continuously compares individual patient
information against widely accepted evidence -based best medical practices in order to
identify gaps in care, medical errors and quality issues.
10. Healthy Outlook Program:
This program directs focused support and resources toward Plan Participants within a
defined disease population, as determined by Aetna. The goal of this program is to provide
disease management services for Plan Participants with chronic conditions, in an effort to
improve health status and quality of life. This program identifies Plan Participant
populations at risk for certain chronic diseases, with a focus on education for the Plan
Participant and provider to maximize positive health outcomes. This program offers
individual disease management focused on assisting the Plan Participant to identify and
address health risk factors associated with their chronic condition. It also offers Plan
Participants the opportunity to order educational materials that contain information about
certain chronic diseases or conditions (e.g., asthma, congestive heart failure, coronary
artery disease, and diabetes).
11. Beginning RightSM Maternity Program:
Through an intensive focus on prevention, early treatment and education, the Beginning
RightSM Maternity Program provides women with the tools to help improve pregnancy
outcomes and control maternity -care costs through a variety of services including. risk
identification, care coordination by obstetrical nurses and board certified OB/GYNs and
Plan Participant support.
12. Informed Health Line:
Informed Health Line (IHL) provides Plan Participants with a toll-free 24-hour/7 day
health telephonic access to registered nurses experienced in providing information on a
variety of health topics. The nurses can contribute to informed health care decision-
making and optimal patient/provider relationships through coaching and support. The
nurses cannot diagnose, prescribe treatment or give medical advice, but they can provide
Plan Participants with information on a broad spectrum of health issues, including. self-
care, prevention, chronic conditions and complex medical situations. Plan Participants can
also access the Audio Health Library, a recorded collection of more than 2,000 health
topics, available in English and Spanish. Plan Participants can register on Aetna Navigator,
Aetna's member and consumer website, and access Health wise Knowledgebase, another
valuable resource of information on thousands of health topics.
The range of available service components are purchased according to the following
categories:
A. Nurseline 1-800# Only. This includes toll-free telephone access to the Informed
Health Line Nurseline.
B. Service Plus. This includes the following components:
1. Toll-free telephone access to the Informed Health Line Nurseline.
2. Introductory program announcement letter.
3. Reminder postcards mailed directly to Plan Participants' homes through the year.
4. Semi-annual Activity Utilization Report.
C. Optional Service Features. These features may be purchased in conjunction with the
"Service Plus" package and include:
1. Additional introductory kit including Informed Health handbook, flyer with
attached wallet cards and refrigerator magnet.
2. Annual Plan Participant survey and Comprehensive Results Report which reflects
outcomes, Plan Participant satisfaction and savings results.
13. Wellness Counseling.
This service provides personalized decision support, educational matrrials, and targeted
nurse outreach coaching Plan Participants to a healthier lifestyle through behavioral
modification, education, and facilitation of the most effective utilization of Plan
Participants benefits. Additionally, action plans may be developed and reviewed with Plan
Participants, as appropriate. Plan Participants are identified for participation in wellness
counseling through completion of the Simple Steps To A Healthier Life® health risk
assessment.
PPO Based Medical SAS 24
14. Healthy Body, Healthy Weight
This service is a voluntary, one-year program for eligible Plan Participants who access the
program by taking the Web -based Simple Steps To A Healthier Life® health assessment
Plan Participants are categorized as low, intermediate or high-risk. The frequency and
intensity of program interactions are determined based on the Plan Participants' risk
stratification and health status.
All program Plan Participants receive an initial call from an Aetna registered
nurse/nutritionist who will:
• Provide information on nutrition, healthy menus and exercise.
• Review available health information resources.
• Provide motivational tools, including a pedometer and discounts to a participating
community-based weight loss program.
• Identify opportunities for referral to other Aetna programs (e.g. disease management,
case management, behavioral health).
• Place a follow-up call to review the Plan Participant's progress and offer support.
• Based on their individual risk factors and health status, Plan Participants may also
receive:
- Ongoing telephone outreach from and access to a weight loss therapist, to include
a nutritional and "readiness -to -change" assessment
- Additional motivational tools to encourage participation.
- Regular follow-up at 3-, 6-, and 9 -month intervals to monitor weight loss,
medication compliance (if applicable) and adherence to recommended exercise
programs.
15. Onsite Health Screening Services:
Aetna's Onsite Health Screening Services help employers engage and educate their
employees about wellness at the workplace. These offerings provide turnkey solutions to
support employers' overall wellness strategies, increase consumerism and promote
informed -decision making. Offerings include:
• Onsite Health Screenings (blood pressure, diabetes, cholesterol, BMI, etc.)
• Onsite Workshops: education on specific health conditions and diseases
(cardiovascular disease, diabetes, cancer screening, etc.)
• Special Awareness Campaigns: health campaigns that can be customized to meet
customer needs
• Worksite Educational Resources turnkey educational programs that focus on
Women's Health, Men's Health and Children's Health.
PPO Based Medical SAS 25
16. Simple Steps To A Healthier Life®:
Aetna InteliHealth, Inc. ("Aetna InteliHealth'), a Delaware corporation and an indirect
wholly-owned subsidiary of Aetna Inc. and an affiliate of Aetna Life Insurance Company
("Aetna") (Aetna InteliHealth and Aetna are collectively referred to as "InteliHealth"), has
developed an internet-based comprehensive management information resource, known as
"Simple Steps To A Healthier Life" (the "Life Program") and located at www.aetna.com,
to be hosted by Aetna InteliHealth and designed for the eligible employees and
dependants of subscribing employers (the "Users'). The Life Program is an online service
that offers advice relating to disease prevention, condition education, behavior
modification and health promotion programs that may contribute to the health and
productivity of employees. The Life Program allows Users to create a health assessment
profile that generates personalized health reports. Upon completion of the health
assessment, Users also have access to an action plan with links to personalized online
wellness programs (offered through HealthMedia, Inc.)
Refer to Appendix IV for features, system requirements and certain terms and conditions
for use of this service. Customer affirms that by selecting Simple Steps To A Healthier
Life on the Service and Fee Schedule attached to and made a part of the Services
Agreement, Customer agrees to the terms and conditions of use set forth in Appendix IV.
17. Personal Health Record:
Personal Health Record (PHR) is a collection of personal health information about an
individual Member that is stored electronically. The PHR is designed so that the member
can maintain his or her own comprehensive health record. In a PHR developed by a health
plan, health information is commonly derived from claims data collected during plan
administration activities. Health information may be supplemented with information
entered by the health plan member.
Aetna offers the Aetna CareEngirme®-Powered PHR (for Customers who have elected
this buy -up option). The CareEngine-Powered PHR combines the basic functions of a PHR
with a personalized, proactive, evidence -based messaging platform. As above, it's pre -
populated with health information from Aetna's claims system. Members can also input
personal health information themselves. An online health assessment is available to
facilitate the self -reporting process. The Aetna CareEngine Powered PHR also offers:
• Personalized messaging and alerts based on medical daims, pharmacy daims, and
demographic information, and lab reports
• Original condition -specific content developed and reviewed by doctors from the
Harvard Medical School and the Aetna InteliHealth editorial team.
• Aetna's personalized, interactive health and wellness program, Simple Steps To A
Healthier Isfe.
• Inforrxed Care Deasioru, an online decision support tool that provides treatment
information for more than 40 diseases and conditions.
Aetna offers a PHR program called Health Trackers Incentive that may include an
incentive to encourage members to enter their personal information and create a more
complete picture of their health. This incentive will be paid out on a quarterly basis; the
amount of the incentive is determined by the Customer.
PPO Based Medical SAS 26
18. Focused Psychiatric Review (FPR):
A program which provides phone -based utilization review of inpatient behavioral health
admissions (mental health and chemical dependency) intended to contain confinements to
appropriate lengths, assess medical necessity and appropriateness of care, and control
costs. This program includes a precertification process which collects information prior to
an inpatient confinement, determination of the coverage of the proposed treatment,
assessment of the level of services provided, as well as concurrent review which monitors
a Plan Participant's progress after a patient is admitted.
19. Managed Behavioral Health:
A set of services that includes both inpatient and outpatient care management.
■ Inpatient Care Management provides phone -based utilization review of inpatient
behavioral health (mental health and chemical dependency) admissions intended to
contain confinements to appropriate lengths, assure medical necessity and
appropriateness of care, and control costs. Inpatient Care Management provides
precertification, concurrent review and discharge planning of inpatient behavioral
health admissions. These services also include identification of Plan Participants for
referral to specialized programs such as Behavioral Health Disease Management
programs, Intensive Case Management or Medical Psychiatric Case Management
• Outpatient Care Management includes precertification on a limited number of
selected services. Where precertification is required, the request for services is
reviewed against a set of criteria established by clinical experts and administered by
trained staff, in order to determine coverage of the proposed treatment Where
precertification is not required, cases are identified for Outpatient Case Management
through the application of clinical algorithms.
20. Intensive Case Management (Behavioral Health):
This program is designed for Plan Participants who have complex behavioral health
(mental health and chemical dependency) conditions that require a specialized approach in
order for care to be effective in relieving symptoms and improving the quality of their
lives. Intensive Case Management is a process of identifying these high risk persons,
assessing opportunities to coordinate care among multiple providers, identifying
opportunities to improve treatment compliance, and facilitating coordination among
support groups and supportive family members. These activities are designed to improve
the individual Plan Participant's clinical condition and lower readmission rates.
PPO Based Medical SAS 27
21. Medical Psychiatric Case Management
The Medical Psychiatric Case Management program (Med Psych) is designed to help Plan
Participants who have simultaneous medical and behavioral health conditions. As one
condition may affect the successful treatment of the other, the need for care coordination
between Medical Management nurses and Behavioral Health case managers is high. Plan
Participants enrolled in this program are identified through the efforts of Aetna medical
and behavioral health case/disease managers who screen for co -morbid conditions.
Additionally, enrollees can be identified through Aetna's predictive models and clinical
algorithms. The Med Psych case managers provide service coordination with medical case
managers as well as follow-up support for the Plan Participant.
22. Depression Disease Management
This program facilitates the application of evidence -based treatment intervention and
enhances the cost-effective use of pharmacy benefits to maximize responses to
antidepressant medication. The program consists of the following components: self-
assessment for depression and co -morbid disorders; online services related to depression
and its treatment; decision -support tools; and case management telephonic outreach and
coordination with pharmacy, primary care physirians and behavioral health professionals
to assist with access to services as well as enhanced compliance.
23. Anxiety Disease Management
This program facilitates the application of evidence -based treatment interventions and
enhances the cost-effective use of pharmacy benefits to maximize management of, and
recovery from, the symptoms of anxiety disorders. Plan Participants ate identified for this
program using claims data and referrals, and are then screened by a behavioral health
professional to determine appropriate intervention. For those Plan Participants identified
with chronic anxiety diagnoses and/or medical diagnoses with associated anxiety, case
management may be deemed appropriate.
24. Alcohol Disease Management
A program with variability to assist in meeting the needs of the Plan Participant who has
been identified as early in the course of the disease, as the more chronic alcoholic, or an
individual with another psychiatric disorder such as depression. As appropriate, clinicians
with expertise in alcohol treatment reach out to the Plan Participant to provide support
and education using case management and relapse prevention strategies. There can be
collaboration with behavioral health providers, the primary care physician or family
members and facilitated linkages for services.
PPO Based Medical SAS 28
25. Quit Tobacco:
This program is designated to provide helpful tools to Plan Participants who want to stop
using tobacco. Plan Participants may opt to participate in the voluntary, limited -duration
program by calling a toll-free number, or by using Aetna's Navigator internes site. The
program offers Plan Participants access to telephonic counseling, educational materials,
including a self-help guide, and interactive web tools. Plan Participants who have
registered for the program, completed the health assessment questionnaire and completed
certain coaching sessions may also have access to the limited supply of over the counter
nicotine replacement therapy items (gum, patch and lozenge).
26. Healthy Lifestyle Coaching:
The Healthy Coaching Lifestyle program provides online educational materials, web -based
tools and telephonic coaching interventions with a primary health coach that utilizes
incentives and rewards to encourage engagement and continued program participation.
The program is designed to help Plan Participants quit smoking, manage, their weight, deal
more effectively with stress and learn about proper nutrition and, physical fitness.
27. High Tech Radiology Program:
The radiology program is to promote the most appropriate and effective use of outpatient
diagnostic imaging services. Aetna will maintain broad and national or regional access and
experience interacting with free-standing radiology network facilities which include the
following services: Computed Tomography/Coronary Computed Tomography
Angiograph (CT/CTA), Magnetic Resonance Tomography, Magnetic Resonance
Angiography (MRIs/MRAs), Nuclear Medicine and Positron Emission Tomography
(PEI) and/or PET/CT Fusion. The High Tech Radiology program well be administered
by Aetna vendors through a clinical certification process. This program should result in
the following benefits:
■ Immediate reductions in current radiology spending for unnecessary or inappropriate
services.
• Utilization management for clinically appropriate and cost-effective use of diagnostic
imaging services.
• Improved services, quality and customer satisfaction.
Vendors can assist physicians or their staff in finding the most cost-effective, quality
radiology facility closest to the managed Plan Participant's home. Aetna will maintain
oversight on vendors operations and ensure procedures are consistent with company
policies and procedures and meet with the accreditation standards of NCQA and URAC.
28. Flexible Medical Model
This program provides the Customer with the option to purchase more clinical resources
devoted specifically to their Members. The Flex Model provides a Single Point of Contact
Nurse (SPOC) and designated team to handle all case management activities for three
levels of Flex Model Options, as elected. Aetna will engage in outbound Member outreach
calls to provide case management support based on specific criteria.
PPO Based Medical SAS 29
Includes a designated team to provide centralized case management services for all case
management activities (i.e., Case Management referrals, PULSE assessment and High
Dollar Claims).
• Single Point of Contact Nurse designated for the plan sponsor, with appropriate back
up.
• Nurse Case Managers make pre -admission and post discharge calls, for a limited
number of targeted diagnoses, to assess the Member's health care needs and to
provide information that will help meet their specific needs. To accomplish this, the
Case Managers:
Assess the Member's preparedness for admission.
Evaluate the potential for discharge planning needs.
Provide guidance on how to avoid post-surgery complications, using pain medications
as prescribed, following their treatment plan, and contacting their physician early if
they have questions about the course of recovery.
• Customization to the CM trigger list, such as High Dollar claims reviewed at a lower
threshold.
Includes Option 1 elements plus:
• Pre -admission and Post Discharge calls for all diagnoses/conditions except maternity
and behavioral health.
• Outreach to Members based on PULSE assessment who have scores of 10 or greater
or one or more action flags.
Includes Option 2 dements plus:
• Additional outreach options as determined by the plan sponsor.
Frequent Emergency Room Visits.
Informed Health Line call backs;
Post Partum Calls.
J
Pharmacy Non -Compliance (Aetna pharmacy data or imported pharmacy data
required).
Multiple Visits to Multiple Providers.
29. Aetna Compassionate Care Program
The Aetna Compassionate Care program provides additional support to terminally ill
members and their families. It removes barriers to hospice and provides mon: choices for
end -of -life care, so that members are able to spend their time with family and friends
outside a hospital setting
PPO Based Medical SAS 30
Aetna Compassionate Care Website www.aetnacompassionatecareprogram.com is
available to all Aetna customers as part of our standard medical plan offering. It provides:
• Information on the dying process, the grieving process, hospice and palliative care
support
• Information about decisions to be made, a checklist of important documents to
compile, plus printable Advanced Directives and Living Will forms for several states
• Tips for beginning a discussion with loved ones about end -of -life wishes
ACCP Enhanced Hospice Benefits Package
The enhanced hospice benefits package includes the following.
• The option for a member to continue to seek curative care while in hospice
• The ability to enroll in a hospice program with a 12 -month terminal prognosis
• The elimin tion of the current hospice day and dollar maximum plan limits
• Respite and bereavement services are now included as part of the new enhanced
hospice benefits. The hospice services provided through a hospice regularly include
these services and are coordinated by the hospice agency providing care and the Aetna
nurse case manager precertifying care for the member. In addition, bereavement
services are also available through the Aetna EAP for plan sponsors without an EAP
vendor.
Bereavement counseling shall be available both to Members upon loss of aloved one and
to family and caregivers of a Member enrolled in ACCP following the death of such
Member.
30. Aetna Health Connections — Direct2you:
Aetna Health Connections — Direct2you, Aetna's Worksite Health Services Program, is an
expansion of our Aetna Health Connections Disease Management and Wellness Programs,
which are delivered telephonically. AHC — Direct2you will offer worksite delivery of
several Aetna Health Connections programs.
AHC — Direct2you will include: Aetna Health Connections (AHC) Disease Management
Program and Wellness Counseling Onsite.
Employee Assistance Program (EAP) will be included if EAP is elected and applicable to
the Plan. EAP network providers will provide onsite EAP counseling services,
management consultation services and training seminars.
Member engagement is key to the success of employee health and wellness programs.
Onsite programs result in higher engagement levels than telephonic only delivery of
programs.
V. Network Access Services:
A. Aetna shall provide Plan Participants with access to Aetna's network hospitals, physicians
and other health care providers ("Network Providers") who have agreed to provide
services at agreed upon rates and who are participating in the Network covering the Plan
Participants (which, for any Aexcel product(s) elected, may be subject to further criteria
depending on the Product model).
PPO Based Medical SAS 31
B. When a claim is submitted for services incurred after the Effective Date, covered by the
Plan, and performed by a Network Provider, Aetna will issue a payment on behalf of
Customer for those services in an amount determined in accordance with the Aetna
contract with the Network Provider and the Plan benefits. In addition to standard fee -for -
services rates, these contracted rates with network providers may also be based on case
rates, per diems and in some circumstances, include risk -adjustment mechanisms, quality
incentives, pay -for -performance and other incentive and adjustment mechanisms.
Retroactive adjustments are occasionally made to Aetna's contract rates (e.g., because the
federal government does not issue cost of living data in sufficient time for an adjustment
to be made on a timely basis, or because contract negotiations were not completed by the
end of the prior price period or due to contract dispute settlements). In all cases, Aetna
shall adjust Customer's payments accordingly. Customer's liability for all such adjustments
shall survive the termination of this Services Agreement.
C. Aetna reserves the right to set a minimum plan benefit design structure for in -area
network claims to which Customer must comply in order to participate in Aetna's
Network Program.
D. Aetna will provide Customer with physician directories in an amount up to 100% of
eligible employees plus 20% of the current enrolled employees. Customer shall pay the
costs of providing any additional directories which it requests.
VI. Subrogation Services:
Aetna will provide assistance to Customer for subrogation/reimbursement services, which will
be delegated to an organization of Aetna's choosing in accordance with Section 20.B of the
Master Services Agreement. Any reference in this section to "Aetna" shall be deemed to
indude a reference to its contracted representative, unless a different meaning is clearly
required by the context.
Subrogation/reimbursement language must be included in the Customer's summary plan
description (SPD) and the SPD must be finalized and available to Customer's employees
before subrogation/reimbursement matters can be investigated and pursued. Aetna will
continue to process claims during the investigation process. Aetna will not pend or deny claims
for subrogation/reimbursement purposes.
Aetna or its contracted representative shall retain a percentage of any monies collected while
pursuing subrogation/reimbursement recoveries. This fee includes reasonable expenses.
Reasonable expenses include but are not limited to (a) collection agency fees, (b) police and
fire reports, (c) asset checks, (d) locate reports and (e) attorneys' fees.
Aetna shall advise Customer if the pursuit of recovery, requires initiation of formal litigation. In
such event, Customer shall have the option to approve or disapprove the initiation of
litigation.
Aetna will credit net recoveries to the Customer. Aetna does not adjust individual member
claims for subrogation/reimbursement recoveries.
Aetna has the exdusive discretion: (a) to decide whether to pursue potential recoveries on
subrogation/reimbursement rkim%; (b) to determine the reasonable methods used to pursue
recoveries on such claims, subject to the proviso with respect to initiation of formal litigation
PPO Based Medical SAS 32
above; and (c) to decide whether to accept any settlement offer relating to a
subrogation/reimbursement claim.
If no monies are recovered as a result of the subrogation/reimbursement pursuit, no fees or
expenses incurred by Aetna for subrogation/reimbursement activities will be charged to
Customer.
Notwithstanding the above, should Customer pursue, recover by settlement or otherwise,
waive any subrogation/ reimbursement claim, or instruct Aetna to cease pursuit of a potential
subrogation claim, Aetna will be entitled to its standard fee, which will be calculated based on
the full amount of claims paid at the time Customer resolves the file or instructs Aetna to
cease pursuit.
If Customer notifies Aetna of its election to terminate the Services provided by Aetna, all
claims identified for potential subrogation/reimbursement recovery prior to the date
notification of such election is received, including both open subrogation files and claims still
under investigation, shall be handled to conclusion by Aetna and shall be governed by the
terms of this provision, unless otherwise mutually agreed. Aetna will not investigate or handle
subrogation/reimbursement cases or recoveries on any matters identified after Customer's
termination date.
VII. Group Health Certification Services Relative to P.L. 104-191, the Health Insurance
Portability and Accountability Act of 1996 and Related Regulations
Aetna will assist the Customer with the preparation and distribution of Certifications of Prior
Group Health Coverage for health expense coverage which is administered under the terms of
the Services Agreement. Aetna will be entitled to rely upon the information provided by the
Customer in the production and distribution of such certifications.
VIII. Performance Guarantees
Any Performance Guarantees applicable to Aetna's provision of Services pursuant to the Self
Funded Medical Plan are attached in Appendix II of the Services Agreement.
IX. Fees
The following Administrative Fees are provided in conjunction with Aetna's Services relating
to the self funded medical products offered under the Plan Sponsor's self funded benefits plan.
All Administrative Fees from this SAS are srmmari7ed in the following Service and Fee
Schedule.
PPO Based Medical SAS 33
SERVICE AND FEE SCHEDULE
The corresponding Service Fees effective for the period beginning January 1, 2010 and ending December 31,
2010 are specified below. They shall be amended for future periods, in accordance with Section 6 of the Master
Services Agreement. Any reference to "Member" shall mean a Plan Participant as defined in the Master Services
Agreement.
Product
Per Employee* Per Month Fee -
*A person within classes that are specifically described
in Appendix I, including employees, retirees, COBRA
continuees and any other persons induding those of
subsidiaries and affiliates of Customer who are
reported, in writing, to Aetna for inclusion in the
Services Agreement.
I. Administration Services
Included
Aetna Choice POS II Medical
$31.56
Basic Vision
$ 1.00
Services applicable and included in above PEPM fees (except where indicated
otherwise)
I. Administration Services
Included
II. Aetna Health ConnectionsSM Services
Included
• Utilization Management Inpatient and Outpatient Precertification
Included
• Utilization Management Concurrent Review
Included
• Utilization Management Discharge Planning
Included
• Utilization Management Retrospective Review
Included
• Case Management Program
Included
• Infertility Case Management
Included
• National Medical Excellence/ Institutes of Excellence with transportation and
lodging expense
Included
• MedQuerysM with Member Messaging
Included
• MedQuerysM without Member Messaging
Not Included
• Preventive Care Consideration (PCC) paper copy
Not Included
• Aetna Health ConnectionssM Disease Management
Included
• Healthy Outlook Programs as follows:
• Asthma
• Coronary Artery Disease
Not Included
PPO Based Medical SFS
34
•
•
Chronic Heart Failure
Diabetes
V. Group Health
•
Beginning RightsM Maternity Program
Included
•
•
Informed Health Line as follows
Nurseline 1-800# Only
Induded
•
Wellness Counseling
Not Included
•
Healthy Body, Healthy Weight
Not Included
.
Onsite Health Screening Services
Not Included
•
Simple Steps To A Healthier Life®
Included
•
Personal Health Record
CareEngine®-Powered PHR
PHR Health Tracker Incentive
Not Included
•
Focused Psychiatric Review
Not Included
•
Managed Behavioral Health
Induded
•
Intensive Case Management
Included
•
Medical/Psychiatric Case Management
Not Included
•
Depression Disease Management
Not Included
•
Anxiety Disease Management
Not Included
•
Alcohol Disease Management
Not Included
•
Quit Tobacco
Not Included
•
Healthy Lifestyle Coaching
Not Included
•
High Tech Radiology Program
Not Included
■
Direct2You, Aetna's Worksite Health Services Program
Not Included
Flexible Medical Model
Not Included
•
Aetna's Compassionate Caresm Program
Includedi
•
ACCP Enhanced Hospice Benefits Package
Not Included
'
N.
Subrogation
Included
23.5% of recovered amount will be retained by subrogation vendor
V. Group Health
PPO Based Medical SFS
35
Certification
Services
Included at a charge of $0.20 per employee per month
VI. National Advantage
Program (NAP)
National Advantage -
Facility Charge Review
(NAP -FCR)
National Advantage -
Facility Charge Review
(NAP-FCR/MBB)
National Advantage -
Facility Charge Review
(NAP-FCR/FD)
National Advantage—
Itemized Bill
Review(IBR)
Induded
Not Included
Not Included
Not Included
National Advantage Access Fee:
50% of Aggregate Savings —
Fee will be included in Plan Benefit Funding
Request from Bank
Aetna also may adjust Service Fees effective as of the date on which any of the following occurs.
(1) If, for any product, there is a:
• 15% decrease in the number of Employees from the number assumed in Aetna's quotation
of September 1, 2009, or from any subsequently reset assumptions.
Name of Product(s) Assumed Number of Employees
Choice POS II 771 Employees
• 10% increase in the Member to Employee ratio from the ratio assumed in Aetna's quotation
of September 1, 2009, or from any subsequently reset assumptions.
Name of Product(s) Assumed Ratio
Choice POS II 2.0 Members to 771 Employees
(2) Change in Plan - A material change in Plan is initiated by the Customer or by legislative action.
(3) Change in Claim Administration - A material change in claim payment requirements or
procedures, account structure, or any other change materially affecting the manner or cost of
paying benefits.
Late Payment Charges
In addition to any termination rights under the Services Agreement which may apply, if the
Customer fails to provide funds on a timely basis to cover Plan benefit payments as provided in
Section 8 of the Master Services Agreement, and/or fails to pay Service Fees on a timely basis as
provided in Section 6 of the Master Services Agreement, Aetna will assess a late payment charge. The
charge for 2010 will be as follows:
(i) late funds to cover Plan benefit payments (e.g., late wire transfers): 12% annual rate
(n) late payments of Service Fees: 12% annual rate
In addition, Aetna will assess a charge to recover its costs of collection including reasonable
attorneys' fees.
The late payment charge percentage specified above is subject to change annually.
SELF FUNDED DENTAL PLAN
STATEMENT OF AVAILABLE SERVICES
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Services Agreement, the Services available from Aetna are
described below. Unless otherwise agreed in writing, only the Services selected by Customer in the
Service and Fee Schedule (as modified by Aetna from time to time pursuant to Section 6 of the
Master Services Agreement) will be provided by Aetna. Additional Services may be provided at
Customer's written request under the terms of the Services Agreement. This Statement of Available
Services shall supersede any previous SAS or other document describing the Services.
I. Excluded and/or Superseded Provisions of Master Services Agreement NONE
II. Claim Fiduciary
Customer and Aetna agree that with respect to applicable state law, Aetna will be the
"appropriate named fiduciary" of the Plan for the first two levels of appeal for the purpose of
reviewing denied claims under the Plan. Customer understands that the performance of
fiduciary duties under applicable state law necessarily involves the exercise of discretion on
Aetna's part in the determination and evaluation of facts and evidence presented in support of
any claim or appeaL Therefore, and to the extent not already implied as a matter of law,
Customer hereby delegates to Aetna discretionary authority to determine entitlement to
benefits under the applicable Plan Documents for each claim received, including discretionary
authority to determine and evaluate facts and evidence, and discretionary authority to construe
the terms of the Plan.
If the denial is upheld in the second level of appeal, Aetna will determine if the appeal is
eligible for External Review Organization ("ERO"). If the appeal is eligible for ERO, then
Aetna will inform the Participant of his right to appeal to ERO. If the appeal is not eligible for
ERO or if the ERO upholds the denial, then Aetna will inform the Participant of his right to
appeal to the Customer for final review. Customer shall be the "appropriate named fiduciary"
of the Plan for the final appeal.
III. Administration Services:
A. Member and Claim Services:
1. Requests for Plan benefit payments for claims shall be made to Aetna on forms or
other appropriate means approved by Aetna. Such forms (or other appropriate means)
may include a consent to the release of medical, dental, daims, and administrative
records and information to Aetna. Aetna will process and pay the claims for Plan
benefits incurred after the Effective Date ming Aetna's normal claim determination,
payment and audit procedures and applicable cost control standards in a manner
consistent with the terms of the Plan and the Services Agreement With respect to any
Plan Participant who makes a request for Plan benefits which is denied on behalf of
Customer, Aetna will notify said Plan Participant of the denial and of said Plan
Participant's right of review of the denial in accordance with ERISA.
2. Whenever it is determined that benefits and related charges are payable under the
Plan, Aetna will issue a payment of such benefits and related charges on behalf of
Dental SFS 38
Customer. Funding of Plan benefits and related charges shall be made as provided in
Section 8 of the Master Services Agreement.
3. Where the Plan contains a coordination of benefits clause, antiduplication clause, or
provision(s) reducing benefits for injuries or illnesses caused or alleged to be caused by
third parties, Aetna will administer all claims consistent with such provisions and any
information concurrently in its possession as to duplicate coverage or the cause of the
injury or illness. Aetna shall have no obligation to recover sums owed to the Plan by
virtue of the Plan's rights to coordinate where the claim was incurred prior to the
Effective Date. Aetna has no obligation to bring actions based on subrogation or lien
rights.
B. Plan Sponsor Services:
1. Aetna will assign an Account Executive to Customer's account. The Account
Executive will be available to assist Customer in connection with the general
administration of the Services, ongoing communications with Customer and assistance
in claims administration and record-keeping systems for Customer's ongoing
operation of the Plan.
2. Upon request by Customer and consent by Aetna, Aetna will implement changes in
claims administration consistent with Customer's modifications of its Plan. A charge
may be assessed for implementing such changes. Customer's administration services
fees, as set forth in the Service and Fee Schedule, will be revised if the foregoing
amendments or modifications increase Aetna's costs.
3. Aetna will provide the following reports to Customer for no additional charge:
(a) Monthly/Quarterly/Annual Accounting Reports - Aetna shall prepare the
following accounting reports in accordance with the benefit -account structure for
use by Customer in the financial management and administrative control of the
Plan benefits:
(i) a monthly listing of funds requested and received for payment of Plan
benefits;
(ii)
a monthly reconciliation of funds requested to claims paid within the benefit -
account structure;
(iii) a monthly or quarterly or annual listing of paid benefits; and
(iv) quarterly or annual standard claim analysis reports.
(b) Annual Accounting Reports - Aetna shall prepare standard annual accounting
reports for each major benefit line under the Plan for the Services Agreement
Period that include the following.
(i) forecast of claim costs;
(ii) accounting of experience; and
(iii) calculation of Customer reserve.
Dental SFS 39
Any additional reporting formats and the price for any such reports shall be mutually
agreed upon by Customer and Aetna.
4. Aetna shall develop and install all agreed upon administrative and record keeping
systems, including the production of employee identification cards.
5. Aetna shall design and install a benefit -account structure separately by lass of
employees, division, subsidiary, associated company, or other classification desired by
Customer.
6. Aetna shall provide plan design and underwriting services in connection with benefit
revisions, additions of new benefits and extensions of coverage to new Plan
Participants.
7. Aetna shall provide cost estimates and actuarial advice for benefit revisions, new
benefits and extensions of coverage being considered by Customer.
8. Upon request of Customer, Aetna will provide Customer with information reasonably
available to Aetna which is reasonably necessary for Customer to prepare reports for
the United States Internal Revenue Service and Department of Labor.
9. Aetna will provide assistance in connection with the initial set up, design and
preparation of Customer's Plan, subject to the direction, review and approval of
Customer. Customer shall have the final and sole authority regarding the benefits and
provisions of the self-insured portion of the Plan, as outlined in the Customer's Plan
document. Customer acknowledges its responsibility to review and approve all Plan
documents and revisions thereto and to consult with Customer's legal counsel, at its
discretion, in connection with said review and approvaL Aetna shall have no
responsibility or liability for the content of any of Customer's plan documents,
regardless of the role Aetna may have played in the preparation of such documents.
10(a). Upon request of Customer, Aetna shall prepare an Aetna standard Plan description,
including benefit revisions, additions of new benefits, and extension of coverage under
the Plan. If the Customer elects to have an Aetna non-standard Plan description,
Aetna will provide a custom Plan description with all costs borne by Customer, or
10(b). Upon request of Customer, Aetna will review Customer -prepared employee Plan
descriptions, subject to the Customer's final and sole authority regarding benefits and
provisions in the self-insured portion of the Plan.
If Customer requires both preparation (a) and review (b), there may be an additional
charge.
11. Upon request by Customer, Aetna will arrange for, the printing of Plan descriptions,
with all costs borne by Customer.
12. Upon request by Customer, Aetna will arrange for the custom printing of forms and
identification cards, with all costs borne by Customer.
IV. Network Access Services: (For Dental PPO Plans ONLY)
A. Aetna shall provide Plan Participants with access to Aetna's network of dentists and other
applicable dental care providers ("Network Providers") who (i) participate in the network
applicable to the Plan Participant's Plan at negotiated rates with Aetna and (ii) are
designated by Aetna for participation in the applicable network.
B. Aetna reserves the right to set a minimum plan benefit design structure for in -network
claims to which Customer must comply in order to receive access to Network Providers at
Aetna's agreed upon rates with such providers.
C. Aetna maintains an online directory for Plan Participants and Customers to access for
information regarding Network Providers.
V. Dental Management Services:
A. Dental Utilization Management
The Dental utilization management program provides for appropriate review, by licensed
dentists and other dental professionals, of certain dental claims, as well as of voluntary
predetermination, in order to assist in making coverage, determinations basedon the
necessity and appropriateness of services rendered to treat Plan Participants' dental
conditions.
B. Dental/Medical Integration (DMI) Program:
The DMI program is designed to educate Plan Participants on the impact of good oral
health care on the management of certain diseases and conditions. Plan Participants
identified with diabetes, coronary artery disease/cerebrovascular disease or who are
pregnant, are sent educational materials explaining the correlation between their disease or
condition and periodontal disease. The following programs are included:
1. Enhanced Benefit Program for Pregnant Women (offers additional benefits, ie., an
additional deaning).
2. Enhanced Benefit Program for Diabetes and Coronary Artery Disease (offers
additional benefits, ie., an additional leaning).
3. Member Outreach Program (educational materials sent to Plan Participants or
outreach phone calls made to Plan Participants encouraging the importance of oral
care).
VI. Performance Guarantees
Any Performance Guarantees applicable to Aetna's provision of Services pursuant to the Self
Funded Dental Plan are attached in Appendix II to the Services Agreement.
VII. Fees
The following Administrative Fees are provided in conjunction with Aetna's Services relating
to the self funded dental products offered under the Plan Sponsor's self funded benefits plan.
All Administrative Fees from this SAS are summarized in the following Service and Fee
Schedule.
Dental SFS • 41
SERVICE AND FEE SCHEDULE
The corresponding Service Fees effective for the period beginning January 1, 2010 and ending December 31,
2010 are specified below. They shall be amended for future periods, in accordance with Section 6 of the Master
Services Agreement. Any reference to "Member" shall mean a Plan Participant as defined in the Master Services
Agreement.
Product
Per Employee* Per Month Fee -
*A person within classes that are specifically described in Appendix I, including
employees, retirees, COBRA continues and any other persons including those of
subsidiaries and affiliates of Customer who are reported, in writing, to Aetna for
inclusion in the Services Agreement.
I. Administration Services
Included
PPO Dental
$ 4.35
Services applicable and included in above PEPM
fees (except where indicated otherwise)
I. Administration Services
Included
II. Network Access Services
Induded
• Access to Network Providers
Induded
• Minimum Plan Benefit Design
Structure Set by Aetna
Not Induded
• Online Directory Maintained by Aetna
Not Included
III. Dental Management Services
Not Included
• Dental Utilization Management
Not Included
• Dental/Medical Integration
Not Included
Aetna also may adjust Service Fees effective as of the date on which any of the following occurs.
(1) If, for this product, there is a:
• 15% decrease in the number of Employees from the number assumed in Aetna's quotation
of September 1, 2009, or from any subsequently reset assumptions.
Name of Product(s) Assumed Number of Employees
PPO Dental
782 Employees
(2) Change in Plan - A material change in Plan is initiated by the Customer or by legislative action.
Dental SFS 42
(3) Change in Claim Administration - A material change in claim payment requirements or
procedures, account structure, or any other change materially affecting the manner or cost of
paying benefits.
Late Payment Charges
In addition to any termination rights under the Services Agreement which may apply, if the
Customer fails to provide funds on a timely basis to cover Plan benefit payments as provided in
Section 8 of the Master Services Agreement, and/or fails to pay Service Fees on a timely basis as
provided in Section 6 of the Master Services Agreement, Aetna will assess a late payment charge. The
charge for 2010 will be as follows:
(i) late funds to cover Plan benefit payments (e.g., late wire transfers): 12% annual rate
(u) late payments of Service Fees: 12% annual rate
In addition, Aetna will assess a charge to recover its costs of collection including reasonable
attorneys' fees.
The late payment charge percentage specified above is subject to change annually.
Dental SFS 43
SELF FUNDED PRESCRIPTION DRUG BENEFITS PLAN
STATEMENT OF AVAILABLE SERVICES
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Service Agreement, the Services available from Aetna are
described below. Unless otherwise agreed in writing, only the Services selected by Customer in the
Service and Fee Schedule, (as modified by Aetna from time to time pursuant to Section 6 of the
Master Services Agreement) will be provided by Aetna. Additional Services may be provided at
Customer's written request under the terms of the Service Agreement. This Statement of Available
Services shall supersede any previous SAS or other document describing the Services.
I. Excluded and/or Superseded Provisions of Master Services Agreement
Term
Unless one party informs the other of its intent to allow the Service Agreement to terminate in
accordance with Section 7 of this Master Services Agreement, the initial term of this Service
Agreement shall be one year beginning on the Effective Date (referred to as an "Agreement
Period"). This Service Agreement will automatically renew for additional Agreement Periods
(successive one-year terms) unless otherwise terminated pursuant to the Termination section of
the SAS.
II Claim Fiduciary
Customer and Aetna agree that with respect to applicable state law, Aetna will be the
"appropriate named fiduciary" of the Plan for the first two levels of appeal for the purpose of
reviewing denied claims under the Plan. Customer understands that the performance of fiduciary
duties under applicable state law necessarily involves the exercise of discretion on Aetna's part in
the determination and evaluation of facts and evidence presented in support of any claim or
appeal Therefore, and to the extent not already implied as a matter of law, Customer hereby
delegates to Aetna discretionary authority to determine entitlement to benefits under the
applicable Plan Documents for each claim received, including discretionary authority to
determine and evaluate facts and evidence, and discretionary authority to construe the terms of
the Plan.
If the denial is upheld in the second level of appeal, Aetna will determine if the appeal is
eligible for External Review Organziation ("ERO"). If the appeal is eligible for ERO, then
Aetna will inform the Participant of his right to appeal to ERO. If the appeal is not eligible for
ERO or if the ERO upholds the denial, then Aetna will inform the Participant of his right to
appeal to the Customer for final review. Customer shall be the "appropriate named fiduciary"
of the Plan for the final appeal.
III. Definitions:
When used in this Statement of Available Services, all capitalized terms shall have the following
meanings -
"Aetna Mail Order Pharmacy" means a licensed pharmacy owned or operated by Aetna that
provides prescription drug and other pharmacy services to individuals covered by or enrolled in
pharmacy benefits issued, serviced or administered by Aetna.
"Aetna Specialty Pharmacy" means a licensed pharmacy owned or operated by Aetna that
provides specialty injectable drug and other pharmacy services to individuals covered by or
enrolled in pharmacy benefits issued, serviced or administered by Aetna.
"Audits" shall have the meaning set forth in Section VI.A.1.
"Average Wholesale Price" or "AWP" means the average wholesale price of a prescription
drug as listed in the Medispan weekly price updates (or any other similar publication designated
by Aetna) received by Aetna; provided, however, that if AWP is no longer published by
Medispan (or any other similar publication designated by Aetna), or is revised such that it no
longer represents a comparable percentage of WAC, Aetna shall substitute another pricing index
or methodology and make any corresponding revisions to the financial terms set forth in this
Service Agreement, including without limitation, the Service and Fee Schedule hereof; so as to
preserve, to the greatest extent reasonably possible, the financial benefits hereunder for both
parties that would have resulted if AWP were still published or were not revised, as applicable.
The AWP for Claims filled by a Participating Pharmacy will be the AWP for the eleven digit
National Drug Code (NDC) for the prescription drug package size used by the Participating
Pharmacy to fill the prescription and identified in the Claim submitted by such pharmacy to
Aetna. Aetna shall use the weekly price update from the same publication (Medispan or such
other publication designated by Aetna) to adjudicate all Claims submitted to Aetna on any given
day for services rendered by Participating Retail Pharmacies, the Aetna Mail Order Pharmacy and
the Aetna Specialty Pharmacy.
"Benefit Cost(s)" means the cost of providing Covered Services to Plan Participants and
includes amounts paid to pharmacies -and other providers Benefit Costs do not include
Copayment amounts paid by Plan Participants. Benefit Costs do not include Service Fees. The
Benefit Cost includes any Dispensing Fee paid to a pharmacy or other provider for dispensing
covered medications to Plan Participants.
"Brand Drug" means a prescription drug or insulin with a proprietary name assigned to it by the
manufacturer and distributor and so indicated by Medispan or any other similar publication
designated by Company. Brand Name Drug does not include those drugs classified as a Generic
Drug hereunder.
"Calculated Ingredient Cost" means the lesser o€
a) AWP less the percentage discount negotiated with the Participating Pharmacy;
b) MAC; or
c) U&C Price.
The Calculated Ingredient Cost does not include the Dispensing Fee, the Copayment or sales
tax, if any.
"Claim" means an On -Line Claim or DMR Claim.
"Compound Prescription" means a Prescription Drug which would require the dispensing
pharmacist to produce an extemporaneously produced mixture containing at least one Federal
Legend drug, the end product of which is not available in an equivalent commercial form. For
purposes of this Service Agreement, a prescription will not be considered a Compound Drug if it
is reconstituted or if the only ingredient added to the prescription is water, alcohol, a sodium
chloride solution or other common dilatants.
RX SAS 45
"Concurrent Drug Utilization Review" or "Concurrent DUR" means the review of drug
utilization when an On -Line Claim is processed by Aetna. Examples of Aetna's Concurrent
DUR Programs include refill -too -soon, duplicate claims, potential drug/drug interaction,
duplicate drug therapy and minimum/maximum dosage edits. Aetna's Concurrent DUR
Programs are educational programs that are administered using information submitted to and
available in Aetna's on-line claims system, as well as On -Line Claims adjudication information
submitted by the Participating Pharmacies. Aetna's Concurrent DUR Programs provide
Participating Pharmacies access to drug utilization information at the point-of-sale which can be
used by such pharmacies, in their profession judgment and discretion, when reviewing the
appropriateness of prescriptions.
"Copayment" means the amount (e.g., copayment, coinsurance and/or deductible) that a Plan
Participant is required to pay for a Covered Service.
"Covered Services" means Prescription Drugs, over-the-counter medications or other services
or supplies that are covered under the terms and conditions set forth in the description of Plan
Benefits.
"Discount" means the discounted cost negotiated by Aetna and a Participating Pharmacy for
Prescription Drugs and other services provided by such pharmacy to Plan Participants. The
Discount excludes the Dispensing Fee, Copayment and sales tax, if any.
"Dispensing Fee" means an amount paid to a Participating Pharmacy for dispensing
medication to a Plan Participant The Dispensing Fee is in addition to the Calculated Ingredient
Cost paid to the Participating Pharmacy, and is induded as part of the Benefit Cost
"Dispensing Fee Guarantee" means the maximum Dispensing Fee that Aetna guarantees
Customer will pay as set forth in the Service and Fee Schedule.
"Drug Utilization Review" or "DUR" means a review to manage costs and promote quality
healthcare services. DUR is composed of three types of reviews: Prospective DUR, Concurrent
DUR and Retrospective DUR.
"DMR Claim" means a claim that (i) meets all applicable requirements, is submitted in the
proper timeframe and format, and contains all necessary information, and (ii) is submitted to
Aetna by a Plan Participant who paid cash for Covered Services, or subrogation claims submitted
by the United States or any state under Medicaid or similar government health care programs.
"Effective Date" means the Effective Date shown on the SAS.
"Formulary" or "Formularies" means the list(s) of prescription drugs and supplies approved
by the U.S. Food and Drug Administration ("FDA") developed by Aetna which classifies drugs
and supplies for purposes of benefit design and coverage decisions
"Generic Drug" means a prescription drug, whether identified by its chemical, proprietary, or
non-proprietary name that (a) is accepted by the U.S. Food and Drug Administration as
therapeutically equivalent and interchangeable with drugs having an identical amount of the same
active ingredient, or (b) is deemed by Aetna to be pharmaceutically equivalent and
interchangeable with drugs having an identical amount of the same active ingredient
RX SAS 46
"Implementation Credit" shall have the meaning set forth in the Executive Summary Fee
Schedule.
"Law" means any law, statute, rule, regulation, ordinance and other pronouncement having the
effect of law of the United States of America, any foreign country or any domestic or foreign
state, county, city or other political subdivision, or of any governmental or regulatory body,
including without limitation, any court, tribunal, arbitrator, or any agency, authority, official or
instrumentality of any governmental or political subdivision.
"Maximum Allowable Cost" or "MAC" means the cost basis for reimbursement at the NDC
level established by Aetna, as modified from time to time, for the same dose and form of
Generic Drugs which are induded on Aetna's applicable MAC List
"MAC List" means the list of Generic Drugs designated from lists established by Aetna for
which reimbursement to a pharmacy shall be paid according to the MAC price established by
Aetna for such list, as modified from time to time.
"National Drug Code" or "NDC" means a universal product identifier for human drugs. The
National Drug Code Query (NDCQ) content is limited to prescription drugs and a few selected
OTC products. The National. Drug: Code (NDC) Number is a unique, eleven -digit, three -
segment number that identifies the labeler/vendor, product, and trade•package size. For the
avoidance of doubt, Aetna covenants neither Aetna shall repackage prescription drugs and
dispense such drugs to Plan Participants under a new NDC.
"On -Line Claim" means a claim that () meets all applicable requirements, is submitted in the
proper timeframe and format, and contains all necessary information, and Cu) is submitted for
payment to Aetna by a Participating Pharmacy as a result of provision of Covered Services to a
Plan Participant
"Participating Pharmacy" means a Participating Retail Pharmacy, Aetna Mail Order Pharmacy
or Aetna Specialty Pharmacy.
"Participating Retail Pharmacy" means any licensed retail pharmacy that has executed an
agreement with Aetna to provide prescription drug and other pharmacy services to individuals
covered by or enrolled in health benefit plans issued, serviced or administered by Aetna,
including without limitation, a Plan.
"Pharmacy Discount Guarantee" means the minimum Discount that Aetna guarantees
Customer will receive as set forth in the Service and Fee Schedule.
"Plan" means the Customer's managed prescription drug benefit that Aetna is administering for
Customer's Plan Participants pursuant to this Service Agreement
"Precertification" means a process under which certain drugs require prior authorization (prior
approval) before Plan Participants can obtain them as a covered benefit The Aetna Pharmacy
Management Precertification Unit must receive prior notification from physicians or their
authorized agents requesting coverage for medications on the Precertification List
"Prescriber" means an individual who is appropriately licensed and permitted by law to order
drugs that legally require a prescription.
"Prescription Drug" means a legend drug that, by Law, cannot be sold without a written
prescription from an authorized Prescriber. For purposes of this Service Agreement, insulin shall
be considered a Prescription Drug.
"Prospective Drug Utilization Review" or "Prospective DUR" means a review of drug
utilization that is performed before a prescribed medication is covered under a Plan.
Precertification is an example of Prospective DUR.
"Rebates" shall mean retrospective amounts paid to Aetna (i) pursuant to the terms of an
agreement with a pharmaceutical manufacturer, (ii) in consideration for the inclusion of such
manufacturer's drug(s) on Aetna's Formulary, and (iii) which are directly related and attributable
to, and calculated based upon, the specific and identifiable utilization of certain prescription
drugs by Plan Participants.
"Rebate Contract Excerpts" shall have the meaning set forth in Section VI.B.2.
"Rebate Guarantee" means the minimum Rebate amount that Aetna guarantees Customer will
receive as set forth in the Service and Fee Schedule.
"Retrospective Drug Utilization Review" or "Retrospective DUR" means a review of drug
utilization that is performed after a Claim for Covered Services is processed.
"Services" shall have the meaning set forth in Section III.A.1.
"Service Fees" shall have the meaning set forth in Section VIII.
"Single Source Generic Drug" shall mean any Generic Drug NDC that is manufactured by
one (1) manufacturer or has an AWP within fifteen percent (15%) of the AWP of the equivalent
Brand Drug.
"Specialty Drug" means a biotech medication used in the treatment of certain high-cost, high
risk chronic health conditions such as cancer, HIV/AIDS, organ transplant, and hemophilia. The
list of Specialty Drugs is subject to change by Aetna.
"Step -Therapy" means a type of Precertification under which certain medications will be
excluded from coverage unless the Plan Participant tries one or more "prerequisite" drug(s) first,
or unless a medical exception for coverage is obtained.
"Vermination Notice Date" shall have the meaning set forth in Section V.A.1.
"Transition Expenses" shall have the meaning set forth in Section ID] of the Service and Fee
Schedule.
"Usual and Customary Retail Price" or "U&C Price" means the cash price net of all
applicable customer discounts which a pharmacy usually charges customers who do not have
prescription drug coverage.
"Valid Script" means, for purposes of determining and reconciling the Rebate Guarantee under
this Service Agreement, a Claim for a prescription that meets all State and Federal guidelines and
requirements, including patient name, label name, strength, directions, quantity, physician
signature, etc. A Valid Script shall exclude all denied and rejected claims.
RX SAS 48
"Wholesale Acquisition Cost" or "WAC" means the wholesale acquisition cost of a
prescription drug as listed in the Medispan weekly price updates (or any other similar publication
designated by Aetna) received by Aetna.
"Zero Balance Claim" means a Claim whose total cost is equal to or less than the Plan
Participant Copayment and for which no payment is due from Customer to Aetna pursuant to
the Service Agreement or this Statement of Available Services.
N. Administration Services:
Subject to the terms and conditions of this Statement of Available Services, the Services to be
provided by Aetna, as well as certain Customer obligations in connection thereto, are described
below. Unless otherwise agreed in writing, only the Services selected by Customer in the
Service and Fee Schedule (as may be modified by Aetna from time to time pursuant to this
Statement of Available Services and the Service Agreement will be provided by Aetna.
Additional Services may be provided at Customer's written request under the terms of this
Statement of Available Services and the Service Agreement.
A. General Responsibilities and Obligations
1. Services
Customer will purchase and Aetna will provide to Customer the services designated in
this Statement of Available Services, if selected in the Service and Fee Schedule, and
such other services Customer requests of Aetna and Aetna agrees in writing to
perform, as further described herein (the "Services"). Customer acknowledges that
Aetna may utilize the services of external reviewers or contractors in performing these
services.
2. Customer's Responsibilities
Customer shall perform the obligations set forth in the Master Services Agreement
and in this Statement of Available Services, including without limitation, the Service
and Fee Schedule.
RX SAS 49
3. Exclusivity
During the term of this Statement of Available Services, Customer shall use Aetna as
the exclusive provider of the pharmacy benefit administrative services described in
this Service Agreement, including without limitation, pharmacy claims processing,
pharmacy network management, clinical programs, formulary management and rebate
management. All Service Fees, pharmacy reimbursement rates, Rebates, Rebate
Guarantees, Dispensing Fee Guarantees, Pharmacy Discount Guarantees, and other
fees or payment terms under this Statement of Available Services are conditioned on
Aetna's status as the exclusive provider of managed prescription drug benefit
administrative services hereunder. Any failure by Customer to comply with this
Section shall constitute a material breach of this Statement of Available Services and
the Service Agreement. Without limiting Aetna's other rights or remedies, in the event
Customer fails to comply with this Section, Aetna shall have the right to modify the
terms and conditions of this Statement of Available Services, including without
limitation, the financial terms set forth in the Service and Fee Schedule and any
Performance Guarantees attached hereto. .
B. Pharmacy Benefit Management Services
1. Pharmacy Claims Processing
a. On -Line Claims Processing. Using Aetna's normal claim determination, payment
and audit procedures and applicable cost control standards in a manner consistent
with the terms of the description of Plan benefits and this Statement of Available
Services, Aetna will perform claims processing services for Covered Services that
are provided by a Participating Pharmacy after the Effective Date, and submitted
electronically to Aetna's on-line claims processing system. On -Line Claim
processing services shall include verification of eligibility, performance of DUR
pursuant to this Statement of Available Services, determination of Covered
Services, and adjudication of the On -Line Claims Aetna or Customer, as
applicable, shall have ultimate and final responsibility for all decisions with respect
to coverage of an On -Line Claim and the benefits allowed under the Plan as set
forth in Section 5 of the Master Services Agreement.
b. PMR Claims Processing. If specified on the description of Plan benefits, Aetna
will process DMR Claims using Aetna's normal claim determination, payment and
audit procedures And applicable cost control standards in a manner consistent
with the terms of the description of Plan benefits. The Plan Participant, or
Medicaid agency where applicable, shall be responsible for submitting DMR
Claims directly to Aetna on such form(s) provided by Aetna within the timeframe
specified on the description of Plan benefits. Aetna will process DMR Claims and,
where appropriate, will reimburse such Plan Participant or Medicaid agency on
behalf of Customer the lesser of the amount invoiced and indicated on such DMR
Claim or the amount the Plan Participant is entitled to be reimbursed for such
claim pursuant to the description of Plan benefits. With respect to any Plan
Participant who submits a DMR Claim which is denied on behalf of Customer,
Aetna will notify said Plan Participant of the denial and of said Plan Participant's
right of review of the denial in accordance with ERISA. Aetna or Customer, as
applicable, shall have ultimate and final responsibility for all decisions with respect
to coverage of a DMR Claim and the benefits allowed under the Plan as set forth
in Section 5 of the Master Services Agreement.
c. ,Additional Services Related to Claims Processing.
Whenever Aetna determines that benefits and related charges are payable
under the Plan, Aetna will issue a payment of such benefits and related
charges on behalf of Customer. Funding of Benefit Costs and related charges
shall be made as provided in Section 8 of the Service Agreement.
ii Where the Plan contains a coordination of benefits clause, antiduplication
clause, or provision(s) reducing benefits for injuries or illnesses caused or
alleged to be caused by third parties, Aetna will administer all Claims
consistent with such provisions and any information concurrently in its
possession as to duplicate coverage or the cause of the injury or illness. Aetna
shall have no obligation to recover sums owed to the Plan by virtue of the
Plan's rights to coordinate where the Claim was incurred prior to the
Effective Date. Aetna has no obligation to bring actions based on subrogation
or lien rights, unless Subrogation Services are included herein, in which event
its obligations are governed by Article VII of this Statement of Available
Services.
2. Pharmacy Network Management
a. Participating Retail Pharmacies. Aetna shall provide Plan Participants with access
to Participating Retail Pharmacies. Aetna shall make available an updated listing of
Participating Retail Pharmacies on itsiutemet website and via its member services
call center. Any additions or deletions to the network of Participating Retail
Pharmacies shall be made in Aetna's sole discretion. Aetna shall provide notice to
Customer of any deletions that have a material adverse impact on Plan
Participants' access to Participating Retail Pharmacies. Aetna shall direct each
Participating Retail Pharmacy to (a) verify the Plan Participant's eligibility rising
Aetna's on-line claims system, and (b) charge and collect the applicable
Copayment from Plan Participants for each Covered Service. Aetna will adjudicate
On -Claims for Covered Services from Participating Retail Pharmacies using the
negotiated rates that Aetna has in place with the applicable Participating Retail
Pharmacy.
Aetna shall require each Participating Retail Pharmacy to comply with Aetna's
applicable network participation requirements. Aetna does not direct or
otherwise exercise any control over the professional judgment exercised by
any pharmacist dispensing prescriptions or providing pharmacy services.
Participating Retail Pharmacies are independent contractors of Aetna and
Aetna shall have no liability to Customer, any Plan Participant or any other
person or entity for any act or omission of a Participating Retail Pharmacy or
its agents, employees or representatives.
RX SAS 51
ii Aetna shall establish and maintain policies and procedures which it may revise
from time to time specifying how and when a Participating Retail Pharmacy
will be audited to review compliance with such pharmacy's agreement with
Aetna. The audit may be conducted by Aetna's internal auditors and/or
outside auditors, and may consist of a "desktop" audit of Claims submitted by
the Participating Retail Pharmacy and/or a review of prescription and other
records located onsite at such pharmacy. Any overpaid or erroneously paid
amounts recovered by Aetna from a Participating Retail Pharmacy pursuant
to an audit shall be credited to Customer net of any fees charged by Aetna in
accordance with the Service and Fee Schedule or by Aetna's designated
outside auditors, as applicable. Aetna shall attempt recovery of overpayments
or payments made in error through offsets or demand of amounts due. In no
event will Aetna be required to initiate litigation to recover any overpayments
or payments made in error.
iii. Aetna shall adjudicate each On -Line Claim for services rendered by a
Participating Retail Pharmacy at the full, applicable Discount and Dispensing
Fee negotiated between Aetna and such pharmacy. For the avoidance of
doubt, the Benefit Cost paid by Customer in connection with On -Line Claims
for services rendered by Participating Retail Pharmacies shall reflect 100% of
the Discount and Dispensing Fees negotiated between Aetna and such
pharmacies.
b. Aetna Mail Order Pharmacy. Aetna shall provide Plan Participants with access to
the Aetna Mail Order Pharmacy. Aetna shall make available information regarding
how Plan Participants may access and use the Aetna Mail Order Pharmacy on its
interact website and via its member services call center. The Aetna Mail Order
Pharmacy shall verify the Plan Participant's eligibility using Aetna's on-line claims
system, and shall charge and collect the applicable Copayment from Plan
Participants for each Covered Service. The Aetna Mail Order Pharmacy will
dispense medications and supplies in quantities not to exceed a 90 -day supply,
unless otherwise specified in the description of Plan benefits. If the prescription
and applicable Law do not prohibit substitution of a Generic Drug equivalent, if
any, for the prescribed drug, or if the Aetna Mail Order Pharmacy obtains consent
of the Prescriber, the Aetna Mail Order Pharmacy shall dispense the Generic
Drug equivalent to the Plan Participant The Aetna Mail Order Pharmacy shall
make refill reminder and on-line ordering services available to Plan Participants.
Aetna and/or the Aetna Mail Order Pharmacy may promote the use of the Aetna
Mail Order Pharmacy to Plan Participants through informational mailings,
coupons or other financial incentives at Aetna's and/or the Aetna Mail Order
Pharmacy's cost, unless otherwise agreed upon by Aetna and Customer.
c. Aetna Specialty Pharmacy. Aetna shall provide Plan Participants with access to the
Aetna Specialty Pharmacy. Aetna shall make available information regarding how
Plan Participants may access and use the Aetna Specialty Pharmacy on its internet
website and via its member services call center. The Aetna Specialty Pharmacy
shall verify the Plan Participant's eligibility using Aetna's on-line claims system,
and shall charge and collect the applicable Copayment from Plan Participants for
each Covered Service. The Aetna Specialty Pharmacy will dispense medications
and supplies in quantities not to exceed a 30 -day supply, unless otherwise
specified in the description of Plan benefits. If the prescription and applicable
Law do not prohibit substitution of a Generic Drug equivalent, if any, to the
RX SAS 52
prescribed drug, or if the Aetna Specialty Pharmacy obtains consent of the
Prescriber, the Aetna Specialty Pharmacy shall dispense the Generic Drug
equivalent to the Plan Participant The Aetna Specialty Pharmacy shall make refill
reminder and on-line ordering services available to Plan Participants. Aetna
and/or the Aetna Specialty Pharmacy may promote the use of the Aetna Specialty
Pharmacy to Plan Participants through informational mailings, coupons or other
financial incentives at Aetna's and/or the Aetna Specialty Pharmacy's cost, unless
otherwise agreed upon by Aetna and Customer.
3. Clinical Programs
a. Formulary Management Aetna shall implement the Formulary and Aetna's
formulary management programs, which may include cost containment initiatives
and formulary education programs. Customer hereby elects to adopt the
Formulary for use with the Plan. Subject to the terms and conditions set forth in
this Service Agreement, Aetna grants Customer the right to use the Formulary
during the term of this Service Agreement solely in connection with the Plan, and
to distribute or make the Formulary available to Plan Participants. Customer
acknowledges and agrees that it has sole discretion and authority to accept or
reject the Formulary for the Plan.. Customer further acknowledges and agrees that
the Formulary is subject to change as a result of.a variety of factors, including
without limitation, market conditions, clinical information, cost, rebates and other
factors. Customer also acknowledges and agrees that the Formulary is the
Confidential Information of Aetna and is subject to the requirements set forth in
this Statement of Available Services and the Service Agreement.
b. Prospective Drug Utilization Review Services. Aetna shall implement and
administer the Prospective DUR program, which shall include Precertification and
Step -Therapy programs and other Aetna standard Prospective DUR programs,
with respect to On -Line Claims. Under these programs, Plan Participants must
meet standard Aetna clinical criteria before coverage of the drugs included in the
program will be authorized; provided, however, that Customer authorizes Aetna
to approve coverage of drugs for uses that do not meet applicable clinical criteria
in the event of complications, co -morbidities and other factors that are not
specifically addressed in such criteria. Aetna shall perform exception reviews and
authorize coverage overrides when appropriate for such programs, and other
benefit exclusions and limitations. In performing such reviews, Aetna may rely
solely on diagnosis and other information concerning the Plan Participant deemed
credible and supplied to Aetna by the requesting provider, applicable clinical
criteria and other information relevant or necessary to perform the review.
c. Concurrent Drug Utilization Review Services. Aetna shall implement and
administer its standard Concurrent DUR programs with respect to On -Line
Claims. Aetna's Concurrent DUR programs help Participating Pharmacies to
identify potential drug interactions, duplicate drug therapy and other
circumstances where prescriptions may be clinically inappropriate for Members.
Aetna's Concurrent DUR programs are educational programs that are based on
available clinic -at literature. Aetna's Concurrent DUR programs are administered
rising information submitted to and available in Aetna's on-line claims system, as
well as On -Line Claims information submitted by the Participating Pharmacy.
d. Retrospective Drug Utilization Review Services. Aetna shall implement and
administer its standard Retrospective DUR programs with respect to On -Line
Claims. Aetna's Retrospective DUR programs are designed to help providers and
Plan Participants identify circumstances where prescription drug therapy may be
clinically inappropriate or other cost-effective drug alternatives may be available.
Aetna's Retrospective DUR programs are educational programs and program
results may be communicated to Plan Participants, providers and plan sponsors.
Aetna's Retrospective DUR programs are administered using information
submitted to and available in Aetna's on-line claims system, as well as On -Line
Claims information submitted by the Participating Pharmacy.
e. Therapeutic Class Management (TCM). If purchased by Customer as indicated on
the Service and Fee Schedule, Aetna shall administer the TCM program. The goal
of Aetna's TCM programs is to assist clients in managing- their drug benefit
spending for high volume or inappropriately managed therapeutic classes. In
addition, a client -reporting package will be available to support these programs
which will indicate the number of claims impacted and cost savings associated
with the programs.
f. Aetna Rx Check Program. If purchased by Customer as indicated on the Service
and Fee Schedule, Aetna shall administer the Aetna Rx Check Program. Aetna Rx
Check programs use a rapid Retrospective DUR approach. Prescription drug
claims are systematically analyzed, often within 24 hours of adjudication, for
possible physician outreach based on program algorithms. The specific outreach
programs are designed to promote quality, cost-effective care in accordance with
accepted clinical guidelines through mailings or telephone calls to physicians and
Plan Participants.
g•
Aetna Rx Check will analyze pharmacy claims for plans included in the programs
on a daily basis, identify potential opportunities for quality and cost
improvements, and will notify physicians or Plan Participants of those
opportunities. The physician -based Aetna Rx Check programs will identify:
• Certain medications that may duplicate each other's effect;
• Certain drug to drug interactions;
• Multiple prescriptions and/or Prescribers for certain medications with the
potential for misuse;
• Prescriptions for a multiple daily dose of a proton pump inhibitor (PPI) when
symptoms might be controlled with a once -daily dosing. A PPI reduces the
production of acid by blocking the enzyme in the wall of the stomach that
produces acid; and
• Plan Participants who have filled prescriptions for brand-new medications
that have an A -rated generic equivalent available that could save members
money.
Another Aetna Rx Check program will notify Plan Participants in selected plans
with mail-order drug benefits when they can save money by filling maintenance
prescriptions at Aetna Rx Home Delivery versus filling prescriptions at a
participating retail pharmacy.
Save-A-CopaysM: If purchased by Customer as indicated on the Service and Fee
Schedule, Aetna shall administer the Save-A-Copay program. Aetna's Save-A-
Copay program is designed to encourage individuals to use generic drugs, where
appropriate and with the approval of their physician. If Plan Participants switch to
a generic alternative from a brand-name product, the Plan Participant co -pay is
reduced for a six month period. In such circumstances, the plan sponsor incurs an
additional cost for such claim equal to the amount the co -pay is reduced.
h. Disease Management Educational Program. If purchased by Customer as
indicated on the Service and Fee Schedule, Aetna shall administer the Disease
Management Educational Program. The Disease Management Educational
Program is available to plan sponsors who purchase Aetna managed prescription
drug benefit management services, but not Aetna medical benefitplan services.
The program consists of Plan Participant identification and outreach based on
active pharmacy claims analysis for targeted risk conditions, such as asthma and
diabetes. Upon identification, Plan Participants will receive a welcome kit
introducing the program, complete with important information including
educational materials and resources. Customer may choose either the Asthma or
Diabetes program or a combination of the two programs.
Disclaimer Regarding Clinical Programs. Aetna's clinical programs do not dictate
or control providers' decisions regarding the treatment of care of Plan
Participants. Aetna assumes no liability from Customer or any other person in
connection with these programs, including the failure of a program to identify or
prevent the use of drugs that result in injury to a Plan Participant.
4. Platt Participant Services and Programs
Internet services including Aetna Navigator and Aetna Pharmacy Website. Through
Aetna Navigator, Plan Participants have access to the following
• Estimating the cost of prescription drugs.
• Prescription Comparison Tool — Compares the estimated cost of filling
prescriptions at a participating retail pharmacy to Aetna's Rx Home Delivery mail-
order prescription service.
• Preferred Drug List — Available for Plan Participants who wish to review
prescribed medications to verify if any additional coverage requirements apply.
• View drug alteratives for medications not on the Preferred Drug List.
• Claim information and EOBs.
Through the Aetna Pharmacy website, Plan Participants have access to the following
• Find -A -Pharmacy — This service helps locate an Aetna participating chain or
independent pharmacy on hundreds of medications and herbal remedies.
• Tips on drug safety and prevention of drug interactions.
• Answers to commonly asked questions about prescription drug benefits and
access to educational videos.
• Preferred Drug List and Generic Substitution List
• Step Therapy List
RX SAS 55
5. Rebate Administration
a. Customer acknowledges that Aetna contracts for its own account with
pharmaceutical manufacturers to obtain rebates attributable to the utilization of
certain prescription products by individuals who receive benefits from plan
sponsors for whom Aetna provides pharmacy benefit management services.
Aetna and Customer agree that Aetna shall retain any and all of the Rebates
received by Aetna based on the utilization by Plan Participants of rebateable drugs
covered under the Plans.
C. General Administration Services
1. Eligibility Transmission
The Service Fees set forth under the Service and Fee Schedule assume that Customer
will provide eligibility information monthly, or more frequently, from one (1) location
by electronic connectivity. Submission of eligibility information by more than one
location or via multiple methods will result in additional charges to Customer as
determined by Aetna. Costs associated with any custom programming necessary to
accept eligibility information from Customer are excluded from the Service Fees set
forth in the Service and Fee Schedule.
2. Plan Sponsor Services
a. Aetna will assign an Account Executive to Customer's account. The Account
Executive will be available to assist Customer in connection with the general
administration of the Services, ongoing communications with Customer and
assistance in claims administration and record-keeping systems for Customer's
ongoing operation of the Plan.
b. Upon request by Customer and consent by Aetna, Aetna will implement changes
in claims administration consistent with Customer's modifications of its Plan. A
charge may be assessed for implementing such changes. Customer's
administration services fees, as set forth in the Service and Fee Schedule, will be
revised if the foregoing amendments or modifications increase Aetna's costs.
c. Aetna will provide the following reports to Customer for no additional charge:
i • Monthly/Quarterly/Annual Accounting Reports - Aetna shall prepare the
following accounting reports in accordance with the benefit -account structure
for use by Customer in the financial management and administrative control
.of the Plan benefits:
• a monthly listing of funds requested and received for payment of Plan
benefits;
• a monthly reconciliation of funds requested to claims paid within the
benefit -account structure;
• a monthly or quarterly or annual listing of paid benefits; and
quarterly or annual standard claim analysis reports.
RX SAS 56
ii Annual Accounting Reports - Aetna shall prepare standard annual accounting
reports for each major benefit line under the Plan for the Services Agreement
Period that include the following
• forecast of claim costs;
• accounting of experience; and
• calculation of Customer reserve.
Any additional reporting formats and the price for any such reports shall be
mutually agreed upon by Customer and Aetna.
d. Aetna shall develop and install all agreed upon administrative and record keeping
systems, including the production of employee identification cards
e. Aetna shall design and install a benefit -account structure separately by class of
employees, division, subsidiary, associated company, or other classification desired
by Customer.
f. Aetna shall provide plan design and underwriting services in connection with
benefit revisions, additions of new benefits and extensions of coverage to new
Plan Participants.
g. Aetna shall provide cost estimates and actuarial advice for benefit revisions, new
benefits and extensions of coverage being considered by Customer.
h. Upon request of Customer, Aetna will provide Customer with information
reasonably available to Aetna which is reasonably necessary for Customer to
prepare reports for the United States Internal Revenue Service and Department of
Labor.
i. Upon request, Aetna shall provide the following Plan description services:
Cl).
CA)
Upon request of Customer, Aetna shall prepare an Aetna standard Plan
description, induding benefit revisions, additions of new benefits, and
extension of coverage under the Plan. If the Customer elects to have an Aetna
non-standard Plan description, Aetna will provide a custom Plan description
with all costs borne by Customer; or
Upon request of Customer, Aetna will review Customer -prepared employee
Plan descriptions, subject to the Customer's final and sole authority regarding
benefits and provisions in the self-insured portion of the Plan. Customer
acknowledges its responsibility to review and approve all Plan descriptions
and any revisions thereto and to consult Customer's legal counsel, at its
discretion, with said review and approvaL
Aetna shall have no responsibility or liability for the content of any of Customer's
Plan documents, regardless of the role Aetna may have played -in the preparation
of such documents.
If Customer requires both preparation (a) and review (b), there may be an
additional charge.
RX SAS 57
Upon request by Customer, Aetna will arrange for the printing of Plan
descriptions, with all costs borne by Customer.
k. Upon request by Customer, Aetna will arrange for the custom printing of forms
and identification cards, with all costs borne by Customer.
V. Important Information about the Pharmacy Benefit Management Services
A. Customer acknowledges that from time to time, Aetna receives other payments from drug
manufacturers that are not rebates and which are paid separately to Aetna or designated
third parties (e.g., mailing vendors, printers). These payments are to reimburse Aetna for
the cost of various educational programs. These programs are designed to reinforce
Aetna's goals of maintaining access to quality, affordable health care for its members and
customers. These goals are typically accomplished by educating physicians and Plan
Participants about established clinical guidelines, disease management, appropriate and
cost-effective therapies, and other information. Aetna may also receive payments from
drug manufacturers that are not Rebates as compensation for bona fide services it
performs, such as the analysis or provision of aggregated information regarding utilization
of health care services.
Because these payments are unrelated to the rebate arrangements, and serve educational
and other broad-based goals, these payments are not included under Aetna's rebate
arrangements with manufacturers, and are not included in the Rebates that Aetna will
share with Customer.
B. Customer acknowledges that in evaluating clinically and therapeutically similar drugs for
selection for its Formularies, Aetna reviews the costs of drugs and takes into account
rebates negotiated between Aetna and drug manufacturers. Consequently, a drug may be
induded on the Formularies that is more expensive than a non -formulary alternative
before any Rebates Aetna may receive from a drug manufacturer are taken into account.
In addition, certain drugs may be chosen for the Formularies because of their clinical or
therapeutic advantages or level of acceptance among physicians even though they cost
more than non -formulary alternatives. The net cost to a self-funded customer for covered
prescriptions will vary based on (i) the terms of Aetna's arrangements with Participating
Pharmacies; (n) the amount of the Plan Participant's copayment, coinsurance or deductible
obligation under the terms of the plan; and (rir) the percentage, if any, of Rebates to which
the Customer is entitled under its agreement with Aetna. As a result, a self-funded
customer's actual claim expense per prescription for a particular formulary drug may in
some circumstances be higher than for a non -formulary alternative.
In prescription plans with copayment or coinsurance tiers, use of Formulary drugs
generally will result in lower costs to Plan Participants. However, where the prescription
plan utilizes copayments or coinsurance calculated on a percentage basis, there could be
some circumstances in which a Formulary drug would cost the Plan Participant more than
a non -formulary drug because (i) the negotiated pharmacy payment rate for the Formulary
drug may be more than the negotiated pharmacy payment rate for the non -formulary drug,
and (n) Rebates received by Aetna from drug manufacturers do not reduce the amount a
Plan Participant pays to the pharmacy for an individual prescription drug.
C. Customer acknowledges that Aetna generally pays Participating Pharmacies for brand-
name drugs whose patents have expired and their generic drug equivalents at MAC. MAC
pricing is designed to help promote appropriate, cost-effective dispensing by encouraging
RX SAS 58
pharmacies to dispense equivalent generic drugs where clinically appropriate. When a
brand-name drug patent expires and one or more generic alternatives first become
available, the price for the generic drug(s) may not be significantly less than the price for
the brand-name drug. Aetna reviews the drugs to determine whether to pay Participating
Pharmacies based on MAC or continue to pay Participating Pharmacies on a discounted
fee-for-service basis, typically a Discount plus a Dispensing Fee. This determination is
based in part on a comparison under both the MAC and Discount plus Dispensing Fee
methodologies of the relative pricing of the brand and generic drugs, taking into account
any rebates Aetna may receive from drug manufacturers in connection with the brand-
name drug. If Aetna determines that under Discount plus Dispensing Fee pricing the
brand-name drug is less expensive (after taking into account manufacturer rebates Aetna
receives) than the generic alternative(s), Aetna may elect not to establish a MAC price for
the drugs and continue to pay participating pharmacies according to a Discount plus
Dispensing Fee methodology.
In some circumstances, a decision not to establish a MAC price for a brand-name drug
and its generic equivalents could cause a given self-funded customer to incur higher costs
for the drugs. This situation may result from: (i) the terms of Aetna's arrangements with
Participating Pharmacies; (u) the amount of the Plan Participant's copayment, coinsurance
or deductible obligation under the terns of the plan; and (iii) the percentage, if any, of
rebates to which the plan sponsor is entitled under its agreement with Aetna.
VL Audit Rights
A. General Pharmacy Audit Terms and Conditions
1. Subject to the terms and conditions set forth in Section 12 of the Master Services
Agreement, Customer shall be entitled to have audits performed on its behalf
(hereinafter "Pharmacy Audits") to verify that Aetna has (a) properly processed
Claims submitted by Participating Pharmacies and (b) paid Rebates in accordance with
this Agreement. Pharmacy Audits must be performed at Aetna's Minnetonka, MN
location.
RX SAS 59
2. Additional Terms and Conditions
In addition to the audit terms and conditions set forth in Section 12 of the Master
Services Agreement, the following general terms and conditions shall apply with
respect to Pharmacy Audits.
a. Auditor Qualifications and Requirements specific to Pharmacy Audits
All Pharmacy Audits shall be performed solely by third party auditors meeting
the qualifications and requirements of Section 12 (B) of the Master Services
Agreement. Customer will ensure that third party auditors conduct Pharmacy
Audits on its behalf in accordance with published administrative safeguards or
procedures that shall prevent the unauthorized use or disclosure to Customer
or any other third party (in the Pharmacy Audit report or otherwise) of any
individually identifiable information (including health care information) or
financial information contained in the information to be audited. Customer
and such individuals will not make or retain any record of provider negotiated
rates or financial information included in the audited transactions, or payment
identifying information concerning treatiaent of drug or alcohol abuse,
mental/nervous or HIV/AIDS or genetic markers, in connection with any
Pharmacy Audit. There must be no conflict of interest or past business or
other relationship which would prevent the auditor from performing an
independent audit to conclusion. A conflict of interest includes, but is not
limited to, a situation in which the audit agent (i) is employed by an entity, or
any affiliate of such entity, which is a competitor to Aetna's benefits or claims
administration business or Aetna's mail order or specialty pharmacy
businesses; (ii) has terminated from Aetna within the past 12 months; (iii) is
affiliated with a vendor subcontracted by Aetna to adjudicate claims or provide
services in connection with Aetna's administration of benefits or provision of
mail order or specialty pharmacy services; or (iv) is compensated in a manner
which could financially incent the agent to overstate or misconstrue data.
Determination of the nature of a conflict of interest shall be at the discretion
of Aetna and, in any event, shall be communicated to Customer within ten (10)
business days of notice of intent to audit. The auditor chosen by Customer
must be mutually agreeable to both Customer and Aetna. Auditors may not be
compensated on the basis of a contingency fee or a percentage of
overpayments identified, in accordance with the provisions of Section 8.207
through 8.209 of the International Federation of Accountant's (IFAC) Code of
Ethics For Professional Accountants (Revised 2004). Auditors shall enter into
an appropriate confidentiality agreement with, and acceptable to, Aetna prior
to conducting any Audit hereunder
b. Closing Meeting
In the event that Aetna and Customer's auditors are unable to resolve any such
disagreement regarding draft Pharmacy Audit findings, either Aetna or
Customer shall have the right to refer such dispute to an independent third -
party auditor meeting the requirements of the Master Services Agreement and
this Section VI and selected by mutual agreement of Aetna and Customer. The
parties shall bear equally the fees and charges of any such independent third -
party auditor, provided however that if such auditor determines that Aetna or
Customer's auditor is correct, the non -prevailing party shall bear all fees and
charges of such auditor. The determination by any such independent third -
party auditor shall be final and binding upon the parties, absent manifest error,
and shall be reflected in the final Pharmacy Audit report.
B. Additional Pharmacy Claim Audit Terms and Conditions
1. Pharmacy Claim Audits. In addition to the terms and conditions set forth in
Section 12 of the Master Services Agreement and this Statement of Available
Services, including without limitation the General Pharmacy Audit Terms and
Conditions set forth in this Section VI, the following requirements and
conditions shall apply with respect to Pharmacy Audits of Claims performed
hereunder:
Participating Retail Pharmacy Discount Disclosure - Aetna shall disclose,
through a formal Claims Audit, the actual Participating Retail Pharmacy
contracts, induding negotiated Discounts and Dispensing Fees for all
Brand, MAC and non -MAC Generic Drugs and Compound Prescriptions
dispensed on behalf of Plan Participants for each On -Line Claim for
services rendered by a Participating Retail Pharmacy identified in the 250
Claim sample to validate the pass-through of Aetna's negotiated Discounts
and Dispensing Fees with Participating Retail Pharmacies; provided,
however, that if a Participating Retail Pharmacy contract applicable to any
of the On -Line Claims included in the 250 Claim sample includes
restrictions prohibiting Aetna from disclosing relevant portions of such
agreement to Customer, the parties shall negotiate in good faith appropriate
adjustments, if any, to the 250 Claim sample such that On -Line Claims are
selected for services rendered by Participating Retail Pharmacies with
agreements that do not restrict or prohibit disclosure of such agreements to
Customer.
VII. Fees
The following Administrative Fees are provided in conjunction with Aetna's Services relating
to the self funded prescription drug benefit products offered under the Plan Sponsor's self
funded benefits plan. All Administrative Fees from this SAS are summarized in the following
Service and Fee Schedule.
VIII. Financial Guarantees
In conjunction with the Services provided by Aetna under this Statement of Available Services,
Aetna shall provide any financial guarantees set forth in the Service and Fee Schedule.
RX SAS 61
IX. Performance Guarantees
Any Performance Guarantees applicable to Aetna's provision of Services pursuant to the Self
Funded Prescription Drug Benefits Plan are attached in Appendix II to the Agreement.
SERVICE AND FEE SCHEDULE
A. The corresponding Service Fees for the period beginning January 1, 2010 and ending December
31, 2010, are specified below. They shall be amended for future periods, in accordance with
Section 6 of the Master Services Agreement. For the purposes of this Schedule, "employee" shall
mean Plan Participants exclusive of Dependents.
Service Fees Per Employee Per Month
771
Combined with Medical PEPM.
See Medical Fee Schedule
Except as otherwise mutually agreed upon by the parties, the average number of employees for
purposes of determining the applicable Service Fees in the preceding table shall be calculated
annually beginning on the first day of the Services Agreement year. Such average shall be calculated
by taking the sum of all employees enrolled in or covered by Plans administered by Aetna each
month during the Services Agreement year and dividing such total by the number of months in the
Services Agreement year. Service Fees shall be amended for future periods, in accordance with this
Services Agreement to reflect the Services elected and corresponding Service Fees for such periods.
Services applicable and included in above PEPM fees
I. Pharmacy Benefit Management Services
A. Pharmacy Claims
• On -Line. Claims Processing
• DMR Claims Processing
• Additional Services Related to Claims Processi.g
B. Pharmacy Network. Management
• Participating Retail Pharmacies
• Aetna Mail Order Pharmacy (Aetna RX Home Delivery)
• Aetna Specialty Pharmacy
RX SFS
63
If Customer requests and Aetna agrees to provide (i) additional services beyond the Services set forth
above, or (ii) any customization of the Services set forth above, such additional services shall be
subject to additional charges to be determined by Aetna.
Aetna also may adjust Service Fees effective as of the date on which any of the following occurs.
(1) If, for any product, there is a:
• 15% decrease in the number of Employees from the number assumed in Aetna's quotation of
September 1, 2009 , ie. 771 Employees for Pharmacy, or from any subsequently reset
assumptions.
• 10% increase in the Member to Employee ratio from the ratio assumed in Aetna's. quotation of
September 1, 2009 ie:;-ZUMtmberi to 771 Employees for Pharmacy, or froin any
subsequently reset assumptions.
RX SFS 64
C. Clinical Programs
• Formulary Management
• Prospective Drug Utilization Review Services
• Concurrent Drug Utilization Review Services
• Retrospective Drug Utilization Review Services
D. Employee Services and Programs
Internet Services mcll' ling:
• Aetna Navigator
• Aetna Pharmacy Website
E. Rebate Administration
II.
General Administration Services
• Implementation Services
• Account Management
• Customer Team Services
• Communication Materials
• ID Cards
• Eligibility
• Standard Report
If Customer requests and Aetna agrees to provide (i) additional services beyond the Services set forth
above, or (ii) any customization of the Services set forth above, such additional services shall be
subject to additional charges to be determined by Aetna.
Aetna also may adjust Service Fees effective as of the date on which any of the following occurs.
(1) If, for any product, there is a:
• 15% decrease in the number of Employees from the number assumed in Aetna's quotation of
September 1, 2009 , ie. 771 Employees for Pharmacy, or from any subsequently reset
assumptions.
• 10% increase in the Member to Employee ratio from the ratio assumed in Aetna's. quotation of
September 1, 2009 ie:;-ZUMtmberi to 771 Employees for Pharmacy, or froin any
subsequently reset assumptions.
RX SFS 64
(2) Change in Plan - r1 material change in Plan is initiated by Customer or by legislative action.
(3) Change in Claim Administration - A material change in claim payment requirements or
procedures, account structure, or any other change materially affecting the manner or cost of
paying benefits.
Late Payment Charges
In addition to any termination rights under the Services Agreement which may apply, if the
Customer fails to provide funds on a timely basis to cover Benefit Cost payments in accordance with
Section 8 of the Master Services .Agreement and/or fails to pay Service Fees on a timely basis as
provided in Section 6 of the Master Services Agreement, Aetna will assess a late payment charge. The
charge for 2010 will be as follows:
(i) Late payment of funds to cover Benefit Cost payments (e.g., late wire transfers): 12% annual
rate
(ii) Late payment of Service Fees: 12% annual rate
In addition, Aetna will assess a charge to recover its costs of collection, including without limitation,
reasonable attorneys' fees.
The late payment charge percentage specified above is subject to change annually.
RX SFS 65
HEALTH CARE/DEPENDENT CARE
FLEXIBLE SPENDING ACCOUNT
STATEMENT OF AVAILABLE SERVICES
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Services Agreement, the Services available from Aetna are described below.
Unless otherwise agreed in writing, only the Services selected by Customer in the Service and Fee Schedule (as
modified by Aetna from time to time pursuant to Section 6 of the Master Services Agreement) will be provided by
Aetna. Additional Services may be provided at Customer's written request under the teens of the Services Agreement
This Statement of Available Services ("SAS") shall supersede any previous SAS or other document describing the
Services.
I. Excluded and/or Superseded Provisions of the Master Service Agreement
• Section 4 ("Standard of Care") is excluded and replaced by Section IV of this SAS (with respect to
Dependent Care only);
• Section 6 ("Service Fees), second paragraph, is excluded and replaced by Section V of this SAS;
• Section 7(D) ("Responsibilities on Termination") is excluded and replaced by Section VI of this SAS;
• Section 12 (Audit Rights") is superseded by this SAS, but only with respect to the size of the audit sample,
which shall be 150 claims;
• Section 13 ("Recovery of Overpayments") is excluded and replaced by Section VII of this SAS;
• Section 18 ("Non -Aetna Networks') does not apply with respect to the Services pursuant to this SAS.
II. Fiduciary Duty
It is understood and agreed that the Customer retains complete authority and responsibility for the Plan, its
operation, and the benefits provided there under, and that Aetna is empowered to act on behalf of Customer in
connection with the Plan only to the extent expressly stated in the Services Agreement or as agreed to in writing
by Aetna and Customer. Customer has the sole and complete authority to determine eligibility of persons to
participate in the Plan.
Customer and Aetna agree that with respect to applicable state law, Customer will be the "appropriate named
fiduciary" with respect to the Health Care FSA and the Dependent Care FSA for the purpose of reviewing
denied claims under the Health Care FSA and the Dependent Care FSA. It is also agreed that Aetna's
responsibilities under this SAS are ministerial and Aetna has no fiduciary responsibility under this SAS.
III. Administration Services:
A. Member and Claim Services:
1. Requests for Plan benefit payments for claims shall be made to Aetna on forms or other appropriate
means approved by Aetna. Such forms (or other appropriate means) may include a consent to the
release of medical, claims, and administrative records and information to Aetna. Aetna will process and
pay the Maims for Plan benefits incurred after the Effective Date using Aetna's normal claim
determination, payment and audit procedures and applicable cost control standards in a manner
consistent with the teens of the Plan and the Services Agreement
2. Whenever it is determined that benefits and related charges are payable under the Plan, Aetna will issue
a payment of such benefits and related charges on behalf of Customer. Funding of Plan benefits and
related charges shall be made as provided in Section 8 (`Benefit Funding") of the Master Services
Agreement.
3. Following an adverse benefit determination of a daim during its initial submission, Aetna shall issue a
written notification of its decision to the Plan Participant consistent with Department of Labor
("DOL") regulations or other prevailing law, which shall inrhude• the basis for the adverse benefit
FSA HC/DC SAS 66
determination; reference to the specific Plan provisions on which the determination is based; a
description of additional information which may be required in order to perfect the claim; how to
formally appeal the claim; and a general statement of rights under the Plan or prevailing law.
4. Upon receipt of an appeal by a Plan Participant, Aetna shall forward to Customer a copy of the entire
claim file, along with an appeal summary prepared by Aetna. Customer shall be responsible for, and has
otherwise reserved unto itself, final discretionary authority to render benefit determinations, including
interpreting the terms of the Plan, during the review on appeaL Customer shall issue written notice of
any adverse benefit determination to the Plan Participant and Aetna, which shall include all the
requirements of applicable law.
5. Aetna shall provide customer service support for Plan Participants by toll free telephone, Monday
through Friday, during the hours of 8 AM and 6 PM.
B. Plan Sponsor Services:
1. Aetna will assign an Account Executive to Customer's account The Account Executive will be
available to assist Customer in connection with the general administration of the Services, ongoing
communications with Customer and assistance in claims administration and record-keeping systems for
Customer's ongoing operation of the Plan.
2 Upon request by Customer and consent by Aetna, Aetna will implement changes in claims
administration consistent with Customer's modifications of its Plan. A charge may be assessed for
implementing such changes. Customer's administration services fees, as set forth in the Service and Fee
Schedule,: will be revised if the foregoing amendments ormodifications increase Aetna's costs.
3. Aetna shall prepare the following standard accounting reports in accordance with the benefit -account
structure for use by Customer in the financial management and administrative control of the Pfau
benefits:
(a) Monthly accounting reports which show:
(i) reimbursements made to members under the Plan, and
Cu) current month and year-to-date plan contributions.
(b) Upon Customer request, quarterly or semi-annual negative balance reports, if appropriate, under
the Plan.
(c) Annual plan closeout benefit payment reports in tape or paper format which include the following
information by employee and in aggregate:
(i) total employee deposits,
Cu) total expense reimbursement,
(iii) final account balance,
(iv) monthly listing of checks cleared and funds called from Employer account, and
(v) issued but unpaid benefits,
(vi) Upon Customer request, negative balance reports.
FSA HC/DC SAS 67
4. Aetna shall provide the Customer account activity statements for each Employee at a schedule agreed
upon between Aetna and Customer. Such statements will include the following information:
(a) Total contributions,
(b) Total reimbursed expenses, and
(c) Remaining account balance.
5. Aetna shall develop and install all agreed-upon administrative and record keeping systems.
6. As to the Health Care portion, if Customer has elected to allow the use of debit cards with respect to
the FSA, Aetna shall provide the capability for FSA participants to pay for health care FSA -eligible
expenses using debit card technology, including the production of FSA debit cards and claim
streamlining capabilities.
7. Aetna shall design and install a benefit -account structure separately by class of Employees, division,
subsidiary, associated company, or other classification desired by Customer.
8. Aetna shall assist Customer with regard to plan design and underwriting issues in connection with
benefit revisions, additions of new benefits and extensions of coverage to new Employees and their
Dependents.
9. Aetna will provide assistance in connection with the initial set up and design of Customer's Plan,
subject to the direction, review and approval by Customer. Customer shall have the final and sole
authority regarding the benefits and provisions of the self-insured portion of the Plan, as outlined in
Customer's Plan document. Customer acknowledges its responsibility to review and approve all Plan
documents and revisions thereto and to consult with Customer's legal counsel, at its discretion, in
connection with said review and approval. Aetna shall have no responsibility or liability for the content
of any of Customer's Plan documents, regardless of the role Aetna may have played in the preparation
of such documents.
10. Upon request of Customer, Aetna will provide Customer with information reasonably available to
Aetna which is reasonably necessary for Customer to prepare reports for the United States Internal
Revenue Service and Department of Labor.
11. Upon request of Customer, Aetna shall prepare an Aetna standard Plan description, including benefit
revisions, additions of new benefits, and extension of coverage under the Plan. If the Customer elects
to have an Aetna non-standard Plan description, Aetna will provide a custom Plan description with all
costs borne by Customer.
12. Upon request of Customer, Aetna will review Customer prepared employee Plan descriptions, subject
to the Customer's final and sole authority regarding benefits and provisions in the self-insured pottion
of the Plan. Aetna shall have no responsibility or liability for the content of any of Customer's Plan
description, regardless of the role Aetna may have played in the preparation of such description.
13. Upon request by Customer, Aetna will arrange for the printing of Plan descriptions, with all costs
borne by Customer.
14. Upon request by Customer, Aetna will arrange for the custom printing of forms, with all costs borne
by Customer.
FSA HC/DC SAS
W. Standard of Care
Aetna will discharge its obligations under the Services Agreement with that level of reasonable care which a
similarly situated Services provider would exercise under similar circumstances In connection with its fiduciary
powers and duties hereunder, Aetna shall observe the standard of care and diligence required of a fiduciary
under applicable state law.
V. Service Fees
Aetna shall submit to the Customer on a monthly basis a statement showing the installation fee and monthly
fees due for each month of the Agreement Period. For each month, the fee may consist of the monthly
administrative fee or any other fee applicable for that month. The fee is due and payable on the date shown on
such statement (the "Payment Due Date").
VL Responsibilities on Termination
Upon termination of the Services described in this Flexible Spending Account SAS for any reason other than
termination under Section 7 (C) (2), Aetna may be requested by Customer, and Aetna may agree, to continue
processing runoff claims for Plan benefits that were incurred prior to but not processed as of the termination
date which are received by Aetna no later than the Last Claim Received Date, as defined in the Appendix
attached to this SAS. Aetna will be entitled to the same fees (as shown in the Service and Fee Schedule) as were
in effect on the date the SAS terminated. The procedures and obligations described in the Services Agreement,
to the extent applicable, shall survive the termination of the Services Agreement and remain in effect with
respect to such claims. Benefit payments processed by Aetna with respect to such claims which are pended or
disputed will be handled to their condusion by Aetna and the procedures and obligations described in this
Services Agreement, to the extent applicable, shall survive the expiration date with respect to such claims.
Requests for benefit payments received after the Plan Close Out Date will be returned to the Customer or,
upon its direction, to a successor administrator at the Customer's expense.
Customer will be liable for all Plan benefit payments made by Aetna in accordance with the preceding
paragraph (D) following the termination date or which are outstanding on the termination date. Customer will
continue to fund Plan benefit payments through the banking arrangement described in Section 8 (`Benefit
Funding") of this Master Services Agreement and agrees to instruct its bank to continue to make funds
available until all outstanding benefit payments have been funded by Customer or until such time as mutually
agreed upon by Aetna and Customer (e.g., Customer's wire line and bank account from which the Bank
requests funds must remain open for one (1) year after runoff processing ends, two (2) years after termination).
Upon termination of the SAS and provided all Service Fees have been paid, Aetna will release to Customjer or
to a successor administrator, in Aetna's standard format, all claim data, records and files within a reasonable
time period following the termination date. All costs associated with the release of data, records and files 'from
Aetna to Customer shall be paid by Customer. Except as otherwise provided herein, any claims receivedby
Aetna after the termination date will be forwarded to Customer or to the provider at Customer's expense;
Aetna will bear no responsibility with respect to such claims
VII. Recovery of Overpayments
The parties will cooperate fully to make reasonable efforts to recover overpayments of Plan benefits. If it is
determined that any payment has been made by Aetna to or on behalf of an ineligible person or it is determined
that more than the appropriate amount has been paid, Aetna shall undertake good faith efforts to recover the
erroneous payment. For the purpose of this provision, "good faith efforts" means that Aetna will coat** the
responsible party once via letter, phone, email or other means to try to make the recovery. Except as sailed in
this section, Aetna has no other duties with respect to the recovery of overpayments.
Overpayments must be determined by direct proof of specific claims. Indirect or inferential methods of prof —
such as statistical sampling, etc. — may not be used to determine overpayments. In addition, application of only
software may not be used to determine overpayments.
FSA HC/DC SAS 69
VIII. Performance Guarantees
Any Performance Guarantees applicable to Aetna's provision of Services provided pursuant to this SAS are
displayed in Appendix II to the Services Agreement.
IX. Fees
The following Administrative Fees are provided in conjunction with Aetna's Services relating to the Health
Care FSA and Dependent Care FSA. All Administrative Fees from this SAS are sun++nari7ed in the following
Service and Fee Schedule.
FSA HC/DC SAS 70
SERVICE AND FEE SCHEDULE
Customer hereby elects to receive the Services designated below. The corresponding Administrative Fees effective for
the period beginning January 1, 2010 and ending December 31, 2010 are specified below. They shall be amended for
future periods, in accordance with Section 6 of the Master Services Agreement.
Fees for services performed by Aetna in accordance with the SAS will be determined by Aetna in accordance with the
following
1. In GeneraL Fees for standard services as described in the SAS consist of (a) an installation fee, (b) a monthly
administration fee, and (c) other fees. The corresponding Fees effective for the period beginning January 1, 2010 and
ending December 31, 2010 shall be as follows:
Services
Service Fees
Monthly Administration Fee
$ 6.90 Per Participant/Per Month
In general, the number of Plan Participants on which the per -Participant -per -month fee is based for any month is the
sum of (1) the number of Plan Participants on the first day of the Plan Year plus (2) the number of Plan Participants
that have been added during the Agreement Period. This number is determined as of the first day of each month of
the Agreement Period and any Transition Period, as defined in the Appendix to this SAS. Plan Participants who
terminate during a month are included in the Plan Participant count for purposes of determining that month's per -
Participant fee.
The fees shown above are based on administrative services selected. Aetna may adjust the Service Fees effective as of
the date on which any of the following occurs:
(a) If for any Service, there is a 10% change in the number of employees participating in the health care flexible
spending account and dependent care flexible spending account from the number assumed in Aetna's
quotation of September 1, 2009 or from any subsequently reset assumptions.
(b) Change in Plan — A material change in the Plan is initiated by the Customer or by legislative action.
(c) Change in Administration — A material change in claim payment requirements or procedures, account
structure or any other change materially affecting the manner or cost of paying benefits.
2. Late Payment Charges: In addition to any termination rights under the Services Agreement which may
apply, if the Customer fails to provide funds on a timely basis to cover Plan benefit payments as provided in Section 8
of the Master Services Agreement, and/or fails to pay Service Fees on a timely basis as provided in Section 6 of the
Master Services Agreement, Aetna will assess a late payment charge. The charge for 2010 will be as follows:
(a) late funds to cover benefit payments (e.g., late wire transfers): 12% annual rate
(b) late payments of Service Fees: 12% annual rate
In addition, Aetna will assess a charge to recover its costs of collection including reasonable attorneys' fees.
The late payment charge percentage specified above is subject to change annually.
FSA HC/DC SFS 71
COBRA SERVICES
STATEMENT OF AVAILABLE SERVICES
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Services Agreement, the COBRA Services available from
Aetna are described below in this Statement of Available Services ("SAS"). Unless otherwise agreed
in writing, only the Services selected by Customer in the Service and Fee Schedule (as modified by
Aetna from time to time pursuant to Section 6 of the Master Services Agreement) will be provided
by Aetna. Additional Services may be provided at Customer's written request under the terms of the
Services Agreement. This Statement of Available Services shall supersede any previous SAS or other
document describing the Services.
I. Excluded and/or Superseded Provisions of Master Services Agreement
• Section 5 ("Fiduciary Duty") is exduded and replaced by Section V of this COBRA SAS;
• Section 7. "Termination" is excluded and replaced by Section VII of this COBRA SAS;
■ Section 8 ("Benefit Plan Funding") does not apply with respect to the Services provided
pursuant to this COBRA SAS;
• Section 9 ("Customer Responsibilities") is excluded and replaced by Section IV of this
COBRA SAS;
■ Section 12. "Audit Rights" is excluded and replaced by Section VI of this COBRA SAS;
• Section 18: "Non -Aetna Networks" does not apply with respect to Services provided
pursuant to this COBRA SAS;
• Section 20 (D): "Communications" does not apply with respect to Services provided
pursuant to this COBRA SAS.
II. COBRA Standard Administration Services:
Throughout the term of this SAS and upon Aetna's receipt of any and all necessary
information, Aetna will perform the COBRA services specified below.
A. Accept from Qualified Beneficiaries (as defined in COBRA) who elect continued
coverage, (a) a specially prepared Aetna form (or one that is acceptable to Aetna) and (b) a
payment with such form to cover the amount due based on the number of full months
from the date of coverage termination that results from the Qualifying Event (as defined
in COBRA) to the date of such election by the Qualified Beneficiary.
B. Commence billing and collection for Qualified Beneficiaries on a monthly basis, using
individual billing dates based on their COBRA coverage effective dates, following proper
notification of their election of continuation. A thirty (30) day grace period will be allowed
for payment of the amount due. Customer shall supply Aetna in writing or by electronic
medium acceptable to Aetna with all information regarding the premium amounts to be
collected by Aetna from Qualifying Beneficiaries.
C. Accept notices of second Qualifying Event or Social Security Administration disability
determination in accordance with COBRA.
D. Accept and remit COBRA premium payments. Pursuant to COBRA, Aetna will not be
responsible for accepting amounts sent by Qualified Beneficiaries which are less than the
amounts billed. Such partial payments may be returned with a request for full payment.
Cobra SAS 72
Customer and Aetna understand that in some cases the amounts, if significant even
though not total, will have to be accepted by Aetna and Customer.
E. Determine whether each COBRA Participant has timely paid the required COBRA
premium amount Provide notice of nonpayment or insufficient payment to a COBRA
Participant on subsequent billing statement(s).
F. Furnish to Qualified Beneficiaries general information informing them of possible state
conversion to individual conversion plans availability and referring them to published
details of the Plan at the end of the maximum continuation periods (e.g. 18, 29 or 36
months).
G. Furnish, in the event of termination of this SAS or this Services Agreement, a general
notice to all Qualified Beneficiaries advising them to make contact with the Customer for
further continuation information.
H. Furnish the Customer the following regular reports:
(1) Eligibility and Payment Status Report : A monthly statement of all Qualified
Beneficiaries for whom coverage is continued, including such information as name,
Social Security Number, date of birth, effective date of coverage and benefit
information, amount and payment dates of payments made, date through which paid,
current coverage status "family" status; i.e., employee only, employee and dependents
etc.
(2) Activity List A weekly statement of all qualified Beneficiaries enrolled, changed or
terminated, including the effective dates of such events.
Aetna -produced reports of Qualified Beneficiaries will be based on pertinent information
given to and processed by Aetna as of the date of such reports. Aetna will include
Qualified Beneficiaries on such reports if the amount owed was still in the grace period
and the Qualified Beneficiaries had not been terminated for any other reason on the date
the reports were prepared.
I. Aetna will deposit the amounts actually collected in a general account for COBRA
payments. Aetna will remit to the Customer the full amount collected for any non-insured
portion of the plan involving an ASC. If the Fee Schedule attached hereto describes the
administrative service fee of 2%, that under COBRA is charged to the Qualifying
Beneficiary, to be payable to Aetna, Aetna shall retain that amount of 2% from the
amounts actually collected and will not remit that 2% to the Customer. For an Aetna
Insured portion of the plan, appropriate collected amounts will be transferred as an
advance against premium. If the Fee Schedule attached hereto describes the administrative
service fee of 2%, that under COBRA is charged to the Qualifying Beneficiary, to be
payable to Aetna, the amounts transferred as an advance against premium shall not include
the 2% which shall be retained by Aetna as part of the administrative fees.
Upon advance and reasonable notice, provide the Customer with address labels or
electronic lists of Qualified Beneficiaries annually to be used in the distribution of any
required open enrollment materials, new summary plan descriptions or other mass
mailings.
J.
Cobra SAS 73
K. Upon advance and reasonable notice from the Customer, distribute notices of
unavailability of COBRA coverage.
L. Distribute notices of termination of COBRA coverage.
III. COBRA Additional Administration Services:
Throughout the term of this SAS and upon Aetna's receipt of any and all necessary
information, Aetna will perform those additional COBRA services specified below which are
listed in the separate attached Service and Fee Schedule.
A. Prepare and distribute the initial / General COBRA notices upon receipt of a weekly
listing from the Customer, in a form acceptable to Aetna, of all newly covered active
employees whom notice is to be provided, including such information as name, address,
social security number. The information in the list, regardless of the form of such list,
induding EZLink, shall be accurate and complete. If Aetna comes to the conclusion that
the data provided is incorrect or incomplete Aetna may reject the information in its totality
or request a correction of the information with errors. Customer will be able to send all
the information of that group again without the errors and/or request an immediate
revision with Aetna of the data that Aetna indicated to be in error or to be incomplete.
B. Prepare and distribute COBRA Qualifying Event election form notices to each Qualified
Beneficiary informing them of their continuation rights upon termination of coverage and
specify the monthly amounts to be paid as premium.
C. Perform maintenance of eligibility only services (Plan Participants maintained in the
Individual Billing System for eligibility only).
D. Mail HIPAA Certification notices.
IV. Duties of the Customer.
A. The Customer shall furnish all records and infommation to Aetna as are needed for Aetna
to perform services under this Services Agreement Aetna will rely in the records and
information furnished by Customer to perform the services described in this SAS.
B. The Customer shall notify in writing to Aetna of the required monthly premium rates for
COBRA coverage. Modifications in monthly premium rates will be applied by Aetna sixty
(60) days after the written notice from Customer is received by Aetna.
C. The Customer shall notify each affected entity (HMO or other health insurance carriers)
of the existence of this Services Agreement; secure from each of the entities mentioned
above in this provision, written acceptance of all of the provisions of this Services
Agreement; send as soon as possible to the address induded in section VIII below, but no
later than ninety (90) days after signing this Services Agreement, copies of such
acceptances from the Entities mentioned above in this provision.
D. Customer shall pay Aetna the required service fees, as detailed in the Service and Fee
Schedule on a timely and accurate basis.
Cobra SAS 74
V. Fiduciary Responsibility:
A. For the purpose of this SAS and the responsibilities assumed by Aetna to perform the
services defined under this SAS, Aetna shall not be considered the plan administrator or
the plan's named fiduciary, as those terms are defined under the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
B. The Customer is the named fiduciary for the Plan and it retains final authority and
responsibility for interpreting the Plan and for the Plan's operation. An appropriate
fiduciary shall act on behalf of the Customer/Health Plan to resolve any and all disputes
or disagreements with potential Qualifying Beneficiaries regarding eligibility
determinations.
VI. Audit
A. Aetna agrees that Customer or a reputable independent auditor retained by Customer may
inspect and audit, at Customer's sole cost and expense, the books and accounts of the
services rendered by Aetna as part of this SAS. Aetna must cooperate with the
independent auditor and make its books and records related to the COBRA services
available during normal business hours upon 60 days written notice to Aetna.
B. If an audit discloses any problems with the services rendered, Aetna shall have sixty (60)
days from the time the final audit report is provided to Aetna to confirm or reject the
audit findings. If the audit findings are confirmed by Aetna, it shall make best efforts to
correct the problems on behalf of Customer, in accordance with Aetna's policies and
procedures. If Aetna rejects the findings it should do so with an explanation of such
rejection in writing.
VII. Termination:
A. Either party may terminate this SAS at any time by providing at least thirty (30) days'
written notice.
B. Aetna may terminate the SAS if Customer fails to pay any required fee or charge where
such failure to pay continues for a period of thirty (30) days after the due date.
C. Either party may terminate this SAS by written notice provided fifteen (15) days before the
date of termination, if the termination is "for cause." "For cause" shall mean any of the
following events:
(1) failure of either party to comply with a material term of this SAS which, after being
provided written notice of a failure, and the failure to comply has not been corrected
within thirty (30) days of such notice;
(2) The Services Agreement shall terminate automatically upon termination if the
Customer ceases to provide a health plan to its employees.
D. Upon termination of this Services Agreement, an accounting and settlement for service
fees and charges accrued to the date of termination shall be made within ninety (90) days.
E. Aetna will return to Customer all amounts collected from Qualifying Beneficiaries but not
remitted as provided hereunder as of the date of termination.
Cobra SAS 75
F. Both parties recognize the need of a transition period after the termination of this SAS or
the Services Agreement This transition will include the need of dealing with the new
COBRA members. Customer shall notify Aetna in writing as soon as possible, but no later
than thirty (30) days before the date of termination, of the transitional support which will
be needed from Aetna. Customer will indicate whether or not Customer is going to be in
charge of such transition or if Customer will require Aetna's support If Customer requires
Aetna's support during such transition it agrees to continue paying the fees as described in
the Service and Fee Schedule during the transition period. The charges for additional
services performed in support of such transition will be mutually agreed upon prior to the
date of termination.
G. Upon termination of this SAS or Services Agreement, Customer will assume sole and
immediate responsibility for all the services herein.
VIII. Notice:
Except as set forth in this Services Agreement, all notices required or permitted to be given,
shall be in writing and shall be sent by mail, return receipt requested, or by facsimile with a
confirmation by mail, to the parties at their respective addresses set forth below:
Aetna at Aetna, Inc
Attention: Individual Billing Unit
151 Farmington Avenue, MB52
Hartford, CT 06156-3124
Fax: 860-754-1095
Employer at CITY OF ROUND ROCK
Attention: Linda Gunther
221 East Main Street
Round Rock, TX 78664
or to any other address or to other persons designated by written notice given from time -to -
time during the term of this SAS by one party to the other. Except as set forth, if mailed in
accordance with the provisions of this paragraph, the notice shall be deemed to be received
three (3) business days after mailing.
IX. Fees
The following initial Administrative Service Fees are provided in conjunction with Aetna's
Services relating to the self funded COBRA Services offered under the Customer's self funded
benefits plan. All Administrative Fees from this SAS are summarized in the following Service
and Fee Schedule.
The fees described in this Service and Fee Schedule will not be modified by Aetna unless it
provides the Customer with 30 days advance written notice of such modification. Such notice
will be sent to the address indicated in section VIII.
Cobra SAS 76
SERVICE AND FEE SCHEDULE
The corresponding Service Fees effective for the period beginning January 1, 2010 and ending
December 31, 2010 are specified below. They shall be amended for future periods, in accordance
with Section 6 of the Master Services Agreement.
• Individual Billing Administration
COBRA Administrative Fees
Installation or Restructure Fee S1.000.00
For a direct billing arrangement setup within a control number. Payable only in the first year. A full
or partial charge may also be applied for restructures after the initial setup, e.g., whenever new
records must be established for existing continuees who are being moved to a new or revised control,
suffix, plan or account structure.
Fee Per COBRA Participant Per Month for Standard Services PPPM Fee
Monthly fee charged for each primary participant enrolled in COBRA $7.15*
Fees For Additional Services
Initial/General Notification $3.25
The Customer requests that Aetna send out notification to each newly hired employee detailing
COBRA rights in the event that they or a covered family member experience a COBRA event.
COBRA Qualifying Event Election Notification
After the qualifying event has occurred, the Customer requests that Aetna send out enrollment
notification materials to each Qualified Beneficiary. Fees vary based on method of Aetna receiving
source information from Customer.
Electronic File (Secure Web Transfer)
Paper — standard format
Maintenance of Eligibility Only Services
Plan Participants maintained in the Individual Billing
System for eligibility only
$8.35
Not Applicable
PPPM Fee
$3.10
HIIPAA Certification Notices
Cost per certificate mailed $3.00
Individual Billing Administration fees are billed directly to the Customer on a quarterly basis. The
quarter commences with the administration effective date.
Cobra SFS 77
Appendix I - Health Coverage
PLAN OF BENEFITS
PAYABLE UNDER
MASTER SERVICES AGREEMENT No. MSA -819919
EFFECTIVE January 1, 2010
An Agreement between
Aetna Life Insurance Company
and
City of Round Rock
("Customer")
Appendix Contents
This Appendix consists of the provisions found in the Booklet(s) listed below.
A "Booklet" consists of:
The Employee Booklet Base document ("Booklet Base") which describes benefits paid from the
Customer's funds.
Any Schedule of Benefits ("SOB") and Amendment ("Amend.") issued to support or amend the
Booklet Base.
The Booklet(s) induded in this Appendix are as follows:
Identification
Book Base: 1
SOC: IA
SOC: 1B
Book Base: 2
SOC: 2A
Book Base: 3
SOC: 3A
Amend: 1
Complaint and Health
Rider
Issue Date Effective Date
December 3, 2009
December 3, 2009
December 3, 2009
December 4, 2009
December 4, 2009
December 4, 2009
December 4, 2009
January 1, 2010
January 1, 2010
January 1, 2010
January 1, 2010
January 1, 2010
January 1, 2010
January 1, 2010
December 4, 2009 January 1, 2010
December 4, 2009 January 1, 2010
APP I - Contents 78
Eligible Group and/or
Type of Coverage
POS II
High Option
Low Option
PPO Dental
Vision
POS II OOA Dependents
Appendix I - Flexible Spending Account - Dependent Care
PLAN OF BENEFITS FOR
MASTER SERVICES AGREEMENT No. MSA -819919
EFFECTIVE January 1, 2010
An agreement between
Aetna Life Insurance Company ("Aetna")
and
City of Round Rock
(Customer)
Section 1
Purpose and Definition
1.1 Purpose
The Plan will provide Eligible Employees of the Customer with a choice of receiving certain tax free
benefits provided by the Customer in lieu of taxable compensation.
As used in this Appendix, Plan means the Customer's Dependent Care Assistance Plan.
It is intended that the Plan provide, as part of the Customer's cafeteria plan within the meaning of
Section 125 of the Internal Revenue Code of 1986, as amended, (hereinafter referred to as the
"Code") Dependent Care Assistance, within the meaning of Section 129 of the Code, the benefits of
which are eligible for exclusion from the Employee's income under Section 129(a) of the Code, and
are allowable under the applicable rules of Section 125 of the Code.
1.2 Definitions
(a) Covered Expenses: those listed in Subsection 2.2(b) of this Appendix, subject to the
limitations in Subsections 2.3 and 2.4.
(b) Dependent any individual who, in the current calendar year, is a spouse of a Plan Participant
or a dependent of a Plan Participant as defined in Section 152(a) of the Code.
(c) Eligible Employees: all full time Employees.
(d) Employee: any individual who is considered to be in a legal employer-employee relationship
with the Customer. Such term includes former employees for the limited purposes of
allowing continued eligibility for benefits hereunder for the remainder of the Plan Year in
which an employee ceases to be employed by the Customer. or, if longer, the period during
which a former employee has elected to continue coverage following termination of
employment as provided by Section 4980B of the Code and Section 601 of the Employee
Retirement Income Security Act as amended (hereinafter referred to as "ERISA").
APP I - FSA Deps Care 79
(e) Maximum Benefit: the maximum amount allowable, as specified in Subsection 2.4 of this
Appendix for Dependent Care Assistance, to a Plan Participant in any Plan Year.
(f) Plan Participant
O
any Eligible Employee who has elected to receive benefits under the Plan and who has
entered into a salary reduction agreement which provides funding for a Dependent
Care Assistance Account.
(u) a terminated employee who continues contributions pursuant to Subsection 3.2 of this
Appendix, but only to the extent of such contribution.
(iii) a terminated employee whose eligibility for reimbursement continues for the period of
coverage prior to termination.
(g) Plan Administrator. the Customer is the Plan Administrator for purposes of ERISA.
(h)
(i) Plan Year
For the first year the Plan is in effect, January 1 through December 31.
For each succeeding year, January 1 through December 31.
(ii) Extended Plan Year
January 1 (or the first day of the Plan Year) through March 31 of the following year.
(i) Dependent Care Center: a center that meets the standards set forth in Subsection 2.2(c) of
this Appendix.
6) Qualifying Individual.• an individual who meets the definition set forth in Subsection 2.2(a)
of this Appendix.
(k) Account an account for each Plan Participant under the Plan to which are credited the
contributions made by or on behalf of such Plan Participant.
Section 2
Dependent Care Assistance Coverage
2.1 Dependent Cate Assistance - General
Every Plan Participant who has elected to receive benefits pursuant to this Section 2 will be eligible
to receive a benefit for Covered Dependent Care Assistance Expenses incurred by the Plan
Participant or the Plan Participant's spouse, subject to the limitations hereinafter described. Benefits
will be payable only With respect to expenses that are "employment-related expenses" under Section
21 of the Code, and are otherwise reimbursable under the rules of Sections 125 and 129 of the Code.
For any Plan Year, benefits will be payable under this Section 2 only for Covered Dependent Care
Assistance Expenses which are incurred during the Plan Year and during the time that the Eligible
Employee is a Plan Participant
APP I - FSA Deps Care 80
2.2 Covered Expenses
(a) Expenses for Dependent Care Assistance services will be reviewed as eligible for
reimbursement only if the services are performed for the benefit of a "Qualifying
Individual," A Qualifying Individual is:
(b)
()
(u)
a Plan Participant's Dependent who is under the age of 13, and with respect to whom
the Plan Participant is entitled to a deduction under Section 151(c) of the Code;
A Plan Participant's Dependent who is physically or mentally incapable of caring for
him/herself;
(iii) the Plan Participant's spouse if he/she is physically or mentally incapable of caring
for him/herself.
In order to be reviewed as a reimbursable Dependent Care Expense, the expense must have
been incurred for services which enable the Plan Participant and his/her spouse to remain
gainfully employed. These services are:
(i) Household services, including, but not limited to, services performed by a maid or
cook, provided such services are at least in part attributable to the care of one ror
more Qualifying Individuals;
(u) Services for the care of one or more Qualifying Individuals in the Plan Participant's
home;
(iii) Services for the care of one or more Qualifying Individuals outside of the home of a
Plan Participant if the Qualifying Individuals are either (a) under age 13 or (b)
regularly spend at least 8 hours each day in the Plan Participant's home;
(iv) The services of a Dependent Care Center.
(c) A Dependent Care Center is a facility which provides care for more than six individuals
(other than individuals who reside in the facility), receives a fee, payment or grant for
providing services for any of these individuals, and complies with all applicable laws and
regulations of the state or unit of local government where it is located.
2.3 Limitations on Benefits
(a) Dependent Care Assistance benefits will not be paid for expenses:
(i) Paid to a Qualifying Individual with respect to whom, for the taxable year, a
deduction under Section 151(c) of the Code is allowable to either the Plan Participant
or his/her spouse.
(u)
Paid to the Plan Participant's child under age 19 at the close of the taxable year.
APP I - FSA Deps Care 81
(b)
(iii) Of a Participant whose parent is in a Nursing Home with respect to the expense
incurred for the parent's care provided by the Nursing Home.
All benefits payable pursuant to this Section 2 shall be paid exclusively from the Plan
Participant's Dependent Care Assistance Account A Plan Participant may not receive a
benefit for Covered Dependent Care Assistance Expenses incurred for any one month
which is in excess of the balance in the Plan Participant's Dependent Care Assistance
Account as of the date of the payment of the incurred expense. In no event shall the benefit
payable under this Section 2 with respect to any Plan Year exceed the maximum amount
allowable for dependent care assistance under the Plan as specified in Subsection 2.4 of this
Appendix.
2.4 Maximum Benefit
Under this Plan, the maximum amount of coverage that may be elected by a Plan Participant for
dependent care expense reimbursement per family per Plan Year is $ 5,000.
Section 3
General Provisions
3.1 Effective Date
The Plan described in this Appendix shall be effective January 1, 2010.
3.2 Post -Termination Contributions
With respect to terminated Employees only, contributions may be made on a post -tax basis to the
Dependent Care Assistance Account (COBRA continuation does not apply to Dependent Care) until
the end of the Plan Year during which termination occurs. If however, contributions are
discontinued upon termination of employment, coverage will cease immediately.
3.3 Changes in Participant Election
Changes in the Plan Participant's election may be made by the Plan Participant during the Plan Year
provided there has been an applicable status event, as specified in Section 125 of the Code and any
regulations there under. A status event includes, but is not limited to:
O
(n)
()
change in marital status (e.g., marriage, death of spouse, divorce,. legal separation,
annulment);
change in number of Dependents (eg., birth, death, adoption, placement for adoption);
change in employment status of Plan Participant, spouse or Dependent by reason of
termination or commencement of employment, strike or lockout, commencement of or
return from unpaid leave of absence, or change in worksite, including change in Plan
eligibility resulting from change in employment status;
change in Dependent eligibility under the Plan (e.g., by reason of age or change in student
status);
change in residence of participant, spouse, or Dependent
Changes in the Plan Participant'selection pursuant to Subsection 3.2 must be consistent with the
status event.
APP 1- FSA Deps Care 82
3.4 Termination of Coverage
Coverage in this Plan will terminate immediately upon the earliest to occur of:
(a) the first day of a Plan Year for which the Eligible Employee has not elected to participate.
(b)
termination of employment Reimbursements may not be made for claims incurred after
termination except where a terminated employee has elected to continue to make
contributions on a post -tax basis as specified in Subsection 3.2 of this Appendix for the Plan
Year in which the termination occurs. If the terminated employee elects to continue to make
contributions to the Plan on a post -tax basis, then claims for expenses incurred at any time
during that Plan Year may be submitted up until the last day of the Extended Plan Year.
(c) the date on which contributions cease to be made by or on behalf of a Plan Participant.
(d) the discontinuance of the Plan.
(e) the discontinuance of the Master Services Agreement.
3.5 Payment of Benefits and Incurred Expenses
(a) A Plan Participant will make a claim for benefits by making a request to the Plan
Administrator on a form acceptable to the Plan Administrator. A Plan Participant must
provide (i) a written statement from "an independent third party" (e.g., health care provider,
hospital, etc.) stating that the expense has been incurred and the amount of such expense
and (ii) a written statement that such expense is not covered and not reimbursable under any
other health plan coverage.
(b) Claims will be paid monthly. An explanation of claim settlement will be provided with each
claim payment. All claims for Covered Expenses incurred during the Plan Year must be
submitted by the last day of the Extended Plan Year.
(c) The maximum allowable reimbursement available for Dependent Care Assistance under the
Plan shall be determined under Subsection 2.3(b) of this Appendix.
3.6 Administration
At least monthly, the Customer will send Aetna information regarding Plan Participant enrollment
and account contributions which is sufficient to administer the Plan. Each month Aetna will send the
Customer a listing of drafts cleared and funds called from the employer's account. Aetna will
accumulate year-to-date deposits and maintain information on the claims paid and the resulting
Account balances.
APP I - FSA Deps Care 83
3.7 Settlement of Accounts
Any funds remaining in a Plan Participant's account as of the last day of the Extended Plan Year will
be either (a) applied to administrative expenses of the Plan for the year, (b) used to reduce required
charges for the following Plan Year, (c) refunded to Plan Participants on a "reasonable and uniform
basis" --reasonable and uniform means contributions must be allocated among all participants
regardless of claim experience, or (d) used in such other manner as permitted under Section 125 of
the Code, Aetna will provide the Customer with account balance information for the previous Plan
Year as soon as reasonably possible after such date. This information will include total contributions,
total payments and any remaining account balance for each Plan Participant.
3.8 IRS Determination
Any determination as to qualification of an expense under this Plan is subject to interpretation by the
Internal Revenue Service (IRS). Should the IRS take a position contrary to that applied under this
Plan, this Plan will be administered according to IRS instructions. Plan Participants who disagree
with the IRS position, and wish to appeal that position, must obtain their own counseL
Appendix I - Flexible Spending Account - Health Care
PLAN OF BENEFITS FOR
MASTER SERVICES AGREEMENT No. MSA -819919
EFFECTIVE January 1, 2010
An agreement between
Aetna Life Insurance Company ("Aetna")
and
City of Round Rock
(Customer)
Section 1
Purpose and Definition
1.1 Purpose
The Plan will provide Piigible Employees of the Customer with a choice of receiving certain tax free
benefits provided by the Customer in lieu of taxable compensation.
As used in this Appendix, Plan means the Customer's Health Care Expense Reimbursement Plan.
It is intended that the Plan provide, as part of the Customer's cafeteria plan within the meaning of
Section 125 of the Internal Revenue Code of 1986, as amended, (hereinafter referred to as the
"Code") Health Care Expense Reimbursement, to the extent such benefits are eligible for exclusion
from the Employee's income under Sections 105, 106, other applicable provisions of the Code, and
are allowable under the applicable rules of Section 125 of the Code.
1.2 Definitions
(a) Covered Expenses: those listed in Subsection 2.3 of this Appendix, subject to the limitations
in Subsections 2.4 and 2.5.
(b) Dependent any individual who, in the current calendar year, is a spouse of a Plan Participant
or a dependent of a Plan Participant as defined in Section 152(a) of the Code.
(c) Eligible Employees: all full time Employees.
(d) Employee: any individual who is considered to be in a legal employer-employee relationship
with the Customer. Such term includes former employees for the limited purposes of
allowing continued eligibility for benefits hereunder for the remainder of the Plan Year in
which an employee ceases to be employed by the Customer. or, if longer, the period during
which a former employee has elected to continue coverage following termination of
employment as provided by Section 4980B of the Code and Section 601 of the Employee
Retirement Income Security Act as amended (hereinafter referred to as "ERISA").
APP I - FSA Health Care 85
(e) Maximum Benefit: the maximum amount allowable, as specified in Subsection 2.5 of this
Appendix for Health Care Expense Reimbursement, to a Plan Participant in any Plan Year.
(f) Plan Participant:
O
any Eligible Employee who has elected to receive benefits under the Plan and who has
entered into a salary reduction agreement which provides funding for a Health Care
Expense Reimbursement Account.
(ii) a terminated employee who continues contributions pursuant to Subsection 3.2 of this
Appendix, but only to the extent of such contribution.
(iii) a erminated employee whose eligibility for reimbursement continues for the period of
coverage prior to termination.
(g) Plan Administrator. the Customer is the Plan Administrator for purposes of ERISA.
(h)
n
Plan Year
For the first year the Plan is in effect, January 1 through December 31.
For each succeeding year, January 1 through December 31.
(ii) Extended Plan Year
January 1 (or the first day of the Plan Year) through March 31 of the following year.
(i) Account an account for each Plan Participant under the Plan to which are credited the
contributions made by or on behalf of such Plan Participant
Section 2
Health Care Expense Reimbursement Coverage
2.1 Health Care Expense Reimbursement - General
Every Plan Participant who has elected to receive benefits pursuant to this Section 2 will be eligible
for reimbursement of Covered Expenses incurred by the Plan Participant and his/her Dependent
subject to the limitations hereinafter described. For any Plan Year, benefits will be payable under this
Section 2 only for Covered Expenses which are incurred during the Plan Year and during the time
that the Eligible Employee is a Plan Participant.
2.2 Covered Expenses
In order for a Plan Participant to receive reimbursement from the Health Care Expense
Reimbursement Account, a health care expense of the Plan Participant or his/her Dependent must
be:
(a) approved by Aetna as reimbursable,
APP I - FSA Health Care
(b) of the type specified in Subsection 2.3 of this Appendix, and
(c) of the type that is recognized as properly reimbursable under Section 125 of the Code for
the Plan Participant or his/her Dependents.
A Plan Participant's payments for any other health coverage shall not be considered a Covered
Expense under the Plan. No Plan Participant may receive reimbursement under this Section 2 for any
expense for which he/she is entitled to reimbursement under any other plan of medical, dental,
pharmacy, vision or hearing expenses.
2.3 List of Covered Expenses
Covered Expenses will include:
(a) Expenses incurred for which no benefits are paid or payable under any hospital, medical,
dental, vision or hearing coverage program solely because of any one or more of the
following.
) deductibles or copayments;
(ii) coinsurance provisions;
the excess over reasonable and customary charges;
the excess over any scheduled maximum benefit limitation provisions; or
Any other medical/dental expense that is considered a deductible health care expense
under the Code and is properly reimbursable under the applicable rules of Section 125
of the Code.
2.4 Limitations on Benefits
All benefits payable pursuant to this Section 2 shall be paid exclusively from the Plan Participant's
Health Care Expense Reimbursement Account. The amount available for reimbursement shall, at all
times during the Plan Year, be equal to the amount of coverage elected by the Plan Participant less
any reimbursement made previously during the Plan Year. However, in no event shall the benefits
payable under this Section 2 with respect to any Plan Year exceed the maximum amount allowable
for health care expense reimbursement under the Plan as specified in Subsection 2.5 of this
Appendix.
2.5 Maximum Benefit
Under the Plan, the maximum amount of coverage that may be elected by a Plan Participant for
health care expense reimbursement per family per Plan Year is $ 5,000.
Section 3
General Provisions
3.1 Effective Date
The Plan described in this Appendix shall be effective January 1, 2010.
APP I - FSA Health Care 87
3.2 Post -Termination Contributions
With respect to terminated Employees only, contributions may be made on a post -tax basis to the
Health Care Expense Reimbursement Account until the end of the Plan Year during which
termination occurs. If however, contributions are discontinued upon termination of employment,
coverage will cease immediately.
3.3 Changes in Participant Election
Changes in the Plan Participant's election may be made by the Plan Participant during the Plan Year
provided there has been an applicable status event, as specified in Section 125 of the Code and any
regulations thereunder. A status event includes, but is not limited to:
(i) change in marital status (e g., marriage, death of spouse, divorce, legal separation,
annulment);
(u) change in number of Dependents (e.g., birth, death, adoption, placement for adoption);
(iii) change in employment status of Plan Participant
, spouse or Dependent reason of
epeeent by
termination or commencement of employment, strike or lockout, commencement of or
return from unpaid leave of absence, or change in worksite, including change in Plan
eligibility resulting from change in employment status;
(iv) change in Dependent eligibility under the Plan(e.g., byreason of or in student
� n'
status);
(v) change in residence of participant, spouse, or Dependent
Changes in the Plan Participant's election pursuant to Subsection 3.2 must be consistent with the
status event.
3.4 Termination of Coverage
Coverage in this Plan will terminate immediately upon the earliest to occur of:
(a) the first day of a Plan Year for which the Eligible Employee has not elected to participate.
(b) termination of employment. Reimbursements may not be made for claims incurred after
termination except where a terminated employee has elected to continue to make
contributions on a post -tax basis as specified in Subsection 3.2 of this Appendix for the Plan
Year in which the termination occurs. If the terminated employee elects to continue to make
contributions to the Plan on a post -tax basis, then claims for expenses incurred at any time
during that Plan Year may be submitted up until the last day of the Extended Plan Year.
(c) the date on which contributions cease to be made by or on behalf of a Plan Participant
(d) the discontinuance of the Plan.
(e) the discontinuance of the Master Services Agreement.
APP I - FSA Health Care 88
3.5 Payment of Benefits and Incurred Expenses
(a) A Plan Participant will make a claim for benefits by making a request to the Plan
Administrator on a form acceptable to the Plan Administrator. A Plan Participant must
provide (i) a written statement from "an independent third party" (e.g., health care provider,
hospital, etc.) stating that the expense has been incurred and the amount of such expense
and (u) a written statement that such expense is not covered and not reimbursable under any
other health plan coverage.
(b) Claims will be paid monthly. An explanation of claim settlement will be provided with each
claim payment. All claims for Covered Expenses incurred during the Plan Year must be
submitted by the last day of the Extended Plan Year.
(c) For each Plan Participant, the maximum allowable reimbursement -available for health care
expense reimbursement under the Plan shall be determined under Subsection 2.5 of this
.Appendix.
3.6 Administration
At least monthly, the Customer will send Aetna information regarding Plan Participant enrollment
and account contributions which is sufficient to administer the Plan. Each month Aetna will send the
Customer a listing of drafts cleared and funds called from the employer's account. Aetna will
accumulate year-to-date deposits and maintain information on the claims paid and the resulting
Account balances.
3.7 Settlement of Accounts
Any funds remaining in the account of a Plan Participant who has made contributions (.e. annual or
semi-annual Any funds remaining in a Plan Participant's account as of the last day of the Extended
Plan Year will be either (a) applied to administrative expenses of the Plan for the year, (b) used to
reduce required charges for the following Plan Year, (c) refunded to Plan Participants on a
"reasonable and uniform basis"—reasonable and uniform means contributions must be allocated
among all participants regardless of claim experience, or (d) used in such other manner as permitted
under Section 125 of the Code, Aetna will provide the Customer with account balance information
for the previous Plan Year as soon as reasonably possible after such date. This information will
include total contributions, total payments and any remaining account balance for each Plan
Participant
3.8 IRS Determination
Any determination as to qualification of an expense under this Plan is subject to interpretation by the
Internal Revenue Service (IRS). Should the IRS take a position contrary to that applied under this
Plan, this Plan will be administered according to IRS instructions. Plan Participants who disagree
with the IRS position, and wish to appeal that position, must obtain their own counsel.
APP I - FSA Health Care 89
Appendix II
PERFORMANCE GUARANTEES
FOR
MASTER SERVICES AGREEMENT No. MSA -819919
EFFECTIVE January 1, 2010
An agreement between
Aetna Life Insurance Company ("Aetna")
and
City of Round Rock
(Customer)
There are Performance Guarantees between the Customer and Aetna, which are attached by
reference and made part of this Services Agreement.
APP U - PG
APPENDIX III
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA)
THIS APPENDIX between City of Round Rock ("Customer") and Aetna Life Insurance
Company or any of its corporate affiliates ("Aetna") is an attachment to Master Services Agreement
No. MSA -819919 between Aetna and Customer (the "Services Agreement") and is incorporated by
reference therein.
In conformity with the regulations at 45 C.F.R. Parts 160-164 (the "Privacy and Security Rules")
Aetna will under the following conditions and provisions have access to, maintain, transmit, create
and/or receive certain Protected Health Information:
1. Definitions. The following terms shall have the meaning set forth below:
(a) ,ARRA. "ARRA" means the American Recovery and Reinvestment Act of 2009.
(b) C.F.R. "C.F.R" means the Code of Federal Regulations.
(c) Designated Record Set "Designated Record Set' has the meaning assigned to. such term in
45 C.F.R. 164.501.
(d) Discovery. "Discovery" shall mean the first day on which a Security Breach is known to
Aetna (including any person, other than the individual committing the breach, that is an
employee, officer, or other agent of Aetna), or should reasonably have been known to Aetna,
to have occurred.
(e) Electronic Health Record. "Electronic Health Record" means an electronic record of
health-related information on an individual that is created, gathered, managed and consulted
by authorized health care clinicians and staff.
(f) Electronic Protected Health Information. "Electronic Protected Health Information"
means information that comes within paragraphs 1(i) or 1(u) of the definition of "Protected
Health Information", as defined in 45 C.F.R. 160.103.
(g) IndividuaL "Individual" shall have the same meaning as the term "individual" in 45 C.F.R.
160.103 and shall include a person who qualifies as personal representative in accordance
with 45 C.F.R. 164.502 (g).
(h) Protected Health Information "Protected Health Information" shall have the same meaning
as the term "Protected Health Information", as defined by 45 C.F.R. 160.103, limited to the
information created or received by Aetna from or on behalf of Customer.
(i) Required By Law. "Required By Law" shall have the same meaning as the term "required by
law" in 45 C.F.R. 164.103.
0) Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human
Services or his designee.
(k) Security Breach. "Security Breach" means the unauthorized acquisition, access, use or
disclosure of Protected Health Information which compromises the security or privacy of
such information, except where an unauthorized person to whom such information is
disclosed would not reasonably have been able to retain such information. Security Breach
does not include:
(i) any unintentional acquisition, access, or use of Protected Health Information by an
employee or individual acting under the authority of Aetna if:
(I) such acquisition, access or use was made in good faith and within the course and
scope of the employment or other professional relationship of such employee or
individual, respectively, with Aetna; and
(II) such information is not further acquired, accessed, used or disclosed by any person;
or
APP III - HIPAA 91
(ii) any inadvertent disclosure from an individual who is otherwise authorized to access
Protected Health Information at a facility operated by Aetna to another similarly situated
individual at the same facility; and
(iii) any such information received as a result of such disclosure is not further acquired,
accessed, used or disclosed without authorization by any person.
(1) Security Breach Compliance Date. "Security Breach Compliance Date" means the date that
is thirty (30) days after the Secretary publishes interim final regulations to carry out the
provisions of Section 13402 of Subtitle D (Privacy) of ARRA.
(m) Security Incident. "Security Incident" has the meaning assigned to such term in 45 C.F.R.
164.304.
(n) Standard Transactions. "Standard Transactions" means the electronic health care
transactions for which HIPAA standards have been establishe&as set forth in 45
Parts 160-162.
(o) Unsecured Protected Health Information. "Unsecured Protected Health Information"
means Protected Health Information that is not secured through the use of a technology or
methodology specified by guidance issued by the Secretary from time to time.
2. Obligations and Activities of Aetna
(a) Aetna agrees to not use or disclose Protected Health Information other than as permitted or
required by this Appendix or as Required By Law.
(b) Aetna agrees to use appropriate safeguards to prevent use or disclosure of the Protected
Health Information other than as provided for by this Appendix.
(c) Aetna agrees to mitigate, to the extent practicable, any harmful effect that is known to Aetna
of a use or disclosure of Protected Health Information by Aetna in violation of the
requirements of this Appendix.
(d) Aetna agrees to report to Customer any Security Incident or any use or disdosure of the
Protected Health Information not allowed by this Appendix of which it becomes aware,
except that, for purposes of the Security Incident reporting requirement, the term "Security
Incident" shall not include inconsequential incidents that occur on a daily basis, such as
scans, "pings" or other unsuccessful attempts to penetrate computer networks or servers
containing electronic PHI maintained by Aetna.
(e) Beginning on the later of the Effective Date of this Appendix or the Security Breach
Compliance Date, Aetna agrees to report to Customer any Security Breach of Unsecured
Protected Health Information without unreasonable delay and in no case later than sixty (60)
calendar days after Discovery of a Security Breach. Such notice shall indude the
identification of each individual whose Unsecured Protected Health Information has been,
or is reasonably believed by Aetna, to have been, accessed, acquired, or disclosed In
connection with such Security Breach. In addition, Aetna shall provide any additional
information reasonably requested by Customer for purposes of investigating the Security
Breach. Aetna's notification of a Security Breach under this section shall comply in all
respects with each applicable provision .of Section 13400 of Subtitle D (Privacy) of ARRA
and related guidance issued by the Secretary from time to time.
(f) Aetna agrees to ensure that any agent, including a subcontractor, to whom it provides
Protected Health Information received from, or created or received by Aetna on behalf of
Customer agrees to the same restrictions and conditions that apply through this Appendix to
Aetna with respect to such information.
(g) Aetna agrees to provide access, at the request of Customer, and in the time and manner
designated by Customer, to Protected Health Information in a Designated Record Set, to
Customer or, as directed by Customer, to an Individual in order to meet the requirements
under 45 C.F.R. 164.524.
(h) Aetna agrees to make any amendment(s) to Protected Health Information in a Designated
Record Set that the Customer directs or agrees to pursuant to 45 C.F.R. 164.526 at the
APP III - HIPAA
request of Customer or an Individual, and in the time and manner designated by
Customer.(i) Aetna agrees to make (i) internal practices, books, and records, including
policies and procedures, relating to the use and disdosure of Protected Health Information
received from, or created or received by Aetna on behalf of, Customer, and (ii) policies,
procedures, and documentation relating to the safeguarding of Electronic Protected Health
Information available to the Secretary, in a time and manner designated by the Secretary, for
purposes of the Secretary determining Customer's compliance with the Privacy and Security
Rules.
0) Aetna agrees to document such disclosures of Protected Health Information as would be
required for Customer to respond to a request by an Individual for an accounting of
disclosures of Protected Health Information in accordance with 45 C.F.R. 164.528.
(k) Aetna agrees to provide to Customer the information collected in accordance with this
Section to permit Customer to respond to a request by an Individual for an accounting of
disclosures of Protected Health Information in accordance with 45 C.F.R. 164.528. In
addition, with respect to information contained in an Electronic Health Record, Aetna shall
document, and maintain such documentation for three (3) years from date of disdosure,
such disclosures as would be required for Customer to respond to a request by an Individual
for an accounting of disclosures of information contained in an Electronic Health Record, as
required by Section 13405(c) of Subtitle D (Privacy) of ARRA and related regulations issued
by the Secretary from time to time.
(I) With respect to Electronic Protected Health Information, Aetna shall implement and
comply with (and ensure that its subcontractors implement and comply with) the
administrative safeguards set forth at 45 C.F.R. 164.308, the physical safeguards set forth at
45 C.F.R. 310, the technical safeguards set forth at 45 C.F.R. 164.312, and the policies and
procedures set forth at 45 C.F.R. 164.316 to reasonably and appropriately protect the
confidentiality, integrity, and availability of the Electronic Protected Health Information that
it creates, receives, maintains, or transmits on behalf of Customer. Aetna acknowledges that,
effective the later of the Effective Date of this Appendix or February 17, 2010, (i) the
foregoing safeguards, policies and procedures requirements shall apply to Aetna in the same
manner that such requirements apply to Customer, and (n) Aetna shall be liable under the
civil and criminal enforcement provisions set forth at 42 U.S.C. 1320d-5 and 1320d-6, as
amended from time to time, for failure to comply with the safeguards, policies and
procedures requirements and any guidance issued by the Secretary from time to time with
respect to such requirements.
(m) With respect to Electronic Protected Health Information, Aetna shall ensure that any agent,
including a subcontractor, to whom it provides Electronic Protected Health Information,
agrees to implement reasonable and appropriate safeguards to protect it.
(n) If Aetna conducts any Standard Transactions on behalf of Customer, Aetna shall comply
with the applicable requirements of 45 C.F.R. Parts 160-162.
(o) Aetna acknowledges that, effective the later of the Effective Date of this Appendix or
February 17, 2010, it shall be liable under the civil and criminal enforcement provisions set
forth at 42 U.S.C. 1320d-5 and 1320d-6, as amended from time to time, for failure to comply
with any of the use and disclosure requirements of this Appendix and any guidance issued by
the Secretary from time to time with respect to such use and disclosure requirements
3. Permitted Uses and Disclosures by Aetna
3.1 General Use and Disdosure
Except as otherwise provided in this Appendix, Aetna may use or disclose Protected Health
Information to perform its obligations under the Services Agreement, provided that such use
or disclosure would not violate the Privacy and Security Rules if done by Customer or the
minimum necessary policies and procedures of Customer.
3.2 Specific Use and Disclosure Provisions
(a) Except as otherwise provided in this Appendix, Aetna may use Protected Health
Information for the proper management and administration of Aetna or to carry out the
legal responsibilities of Aetna.
(b) Except as otherwise provided in this Appendix, Aetna may disclose Protected Health
Information for the proper management and administration of Aetna, provided that
disclosures are Required By Law, or Aetna obtains reasonable assurances from the
person to whom the information is disclosed that it will remain confidential and used or
further disclosed only as Required By Law or for the purpose for which it was disdosed
to the person, and the person notifies Aetna of any instances of which it is aware in
which the confidentiality of the information has been breached in accordance with the
Security Breach and Security Incident notifications requirements of this Appendix.
(c) Aetna shall not directly or indirectly receive remuneration in exchange for any Protected
Health Information of an individual without Customer's prior written approval and
notice from Customer that it has obtained from the individual, in accordance with 45
C.F.R. 164.508, a valid authorization that includes a specification of whether the
Protected Health Information can be further exchanged for remuneration by Aetna.
The foregoing shall not apply to Customer's payments to Aetna for services delivered by
Aetna to Customer.
(d) Except as otherwise provided in this Appendix, Aetna may use Protected Health
Information to provide data aggregation services to Customer as permitted by 45 C.F.R.
164.504(e)(2)O(B).
(e) Aetna may use Protected Health Information to report violations of law to appropriate
Federal and State authorities, consistent with 45 C.F.R. 164.5020(1).
4. Ob4gationu Qf Customer.
4.1 Provisions for Customer to Inform Aetna of Privacy Practices and Restrictions
(a) Customer shall notify Aetna of any limitation(s) in its notice of privacy practices of
Customer in accordance with 45 C.F.R. § 164.520, to the extent that such limitation(s)
may affect Aetna's use or disclosure of Protected Health Information.
(b) Customer shall provide Aetna with any changes in, or revocation of, permission by
Individual to use or disclose Protected Health Information, to the extent that such
changes affect Aetna's uses or disclosures of Protected Health Information.
(c) Customer agrees that it will not furnish or impose by arrangements with third parties or
other Covered Entities or Business Associates special limits or restrictions to the uses
and disclosures of its PHI that may impact in any manner the use and disclosure of PHI
by Aetna under the Services Agreement and this Appendix, including, but not limited to,
restrictions on the use and/or disclosure of PHI as provided for in 45 C.F.R. 164.522.
4.2 Permissible Requests by Customer
Customer shall not request Aetna to use or disclose Protected Health Information in any
manner that would not be permissible under the Privacy and Security Rules if done by
Customer.
5. Term and Termination
(a) Igni. The provisions of this Appendix shall take effect April 14, 2003 (except for the
provisions pertaining to the safeguarding of Electronic Protected Health Information, which
provisions shall take effect April 21, 2005), and shall terminate when protections are
extended to such information, in accordance with Section 5(c) of this Appendix.
APP III-HIPAA
(b) Termination for Cause. Without limiting the termination rights of the parties pursuant to the
Services Agreement and upon either party's knowledge of a material breach by the other
party, the non -breaching party shall either.
i Provide an opportunity for the breaching party to cure the breach or end the violation,
or terminate the Services Agreement, if the breaching party does not cure the breach or
end the violation within the time specified by the non -breaching party,
ii Immediately terminate the Services Agreement, if cure of such breach is not possible;
iii. If neither te.r ination nor cure are feasible, the non -breaching party shall report the
violation to the Secretary.
(c) Effect of Termination.
The parties mutually agree that it is essential for Protected Health Information to be
maintained after the expiration of the Services Agreement for regulatory and other business
reasons. The parties further agree that it would be infeasible for Customer to maintain such
records because Customer lacks the necessary system and expertise. Accordingly, Customer
hereby appoints Aetna as its custodian for the safe keeping of any record containing
Protected Health Information that Aetna may determine it is appropriate to retain.
Notwithstanding the expiration of the Services Agreement, Aetna shall extend the
protections of this Appendix to such Protected Health Information, and limit further use or
disclosure of the Protected Health Information to those purposes that make the return or
destruction of the Protected Health Information infeasible
6. Miscellaneous
(a) Regulatory References. A reference in this Appendix to a section in the Privacy and Security
Rules means the section as in effect or as amended, and for which compliance is required.
(b) Amendment. Upon the enactment of any law or regulation affecting the use or disclosure of
Protected Health Information, the safeguarding of Electronic Protected Health Information,
or the publication of any decision of a court of the United States or any state relating to any
such law or the publication of any interpretive policy or opinion of any governmental agency
charged with the enforcement of any such law or regulation, either party may, by written
notice to the other party, amend the Services Agreement and this Appendix in such manner
as such party determines necessary to comply with such ;law or regulation. If the other party
disagrees with such amendment, it shall so notify the first party in writing within thirty (30)
days of the notice. If the parties are unable to agree on an amendment within thirty (30) days
thereafter, then either of the parties may terminate the Services Agreement on thirty (30)
days written notice to the other party.
(c) Survival The respective rights and obligations of Aetna under Section 5(c) of this Appendix
shall survive the termination of this Appendix.
(d) Interpretation. Any ambiguity in this Appendix shall be resolved in favor of a meaning that
permits Customer to comply with the Privacy and Security Rules.
(e) No third party beneficiary. Nothing express or implied in this Appendix or in the Services
Agreement is intended to confer, nor shall anything herein confer, upon any person other
than the parties and the respective successors or assigns of the parties, any rights, remedies,
obligations, or liabilities whatsoever.
(f) Governing Law. This Appendix shall be governed by and construed in accordance with the
same internal laws as that of the Services Agreement
The parties hereto have executed this Appendix with the execution of the Services Agreement.
APP III - HIPAA 95
APPENDIX IV
SIMPLE STEPS TO A HEALTHIER LIFE
FEATURES, SYSTEM REQUIREMENTS AND TERMS AND CONDITIONS OF USE
I. Base Features:
Simple Steps to a Healthier Life (the "Life Program") includes the following base features:
Employer Features:
• Display of Employer Corporate Logo (optional feature) — the corporate logo of the
Employer will be displayed within the Life Program navigation.
• Employer Broadcast Messaging by Location (optional feature) — text area used to
broadcast health and benefits information to the User demographically. Limited to one
update per quarter.
• Your Health Benefits — up to 10 links to Employer -specified Web sites of health-care
insurers (Aetna Navigator).
• Other References & Resources - links to Employer -specified health and wellness
references and resources. The User will need to register separately, if registration is
applicable, to access these links from the Life Program.
■ Standard Quarterly Management Reports are consistent with HIPAA guidelines (reports
will not be provided to the Employer if the User population, by a specific category, is
below 30).
• Event Tracking (optional feature) — ability to track an event/activity and a certain time
period in order to provide incentives to the User. The fulfillment of the incentives is on
behalf of the Employer and Employer understands and agrees that Employer is solely
responsible for all costs and expenses in connection with the Rewards and Incentive
Program. InteliHealth to provide Employer with a monthly report outlining Users who
have completed events/activities, as defined by Employer.
• Reward Program (optional feature) — Opt in page will be displayed for Employers Users to
enroll in the Reward Program and educate themselves about the rules of the program.
■ Communications and Promotional Kit — An on-line Employee Engagement Toolkit is
provided at http://www.aetna.com/employer/commMaterials/SimpleSteps/index html.
APP IV - SS
II.
User Features:
• Online Health Risk Assessment (the "HRA") — the User completes an online health risk
assessment (the "HRA") that is a set of health-related questions. The HRA evaluates the
answers, provided by the User, based on a series of clinical risk factors that are used to
determine if the User is at risk for one or more medical conditions. The User will receive a
summary report, identifying the at -risk conditions, as well as other health-related areas the
User may need to focus on.
• Health Action Plan - in addition to the summary report, the User will receive a health
action plan that is generated based upon the User's completed HRA. The health action
plan is stored within the "Take Action" section of the Life Program homepage. The health
action plan provides information on certain ways to achieve better health.
■ Healthy Living and Other Programs - once a User completes the HRA, the User can
access certain healthy living programs from the health action plan. These programs
provide information on particular at -risk conditions identified by the completed HRA.
■ Preventive Health Schedule - a listing of certain preventive health-care activities applicable
to the User, based on the User's age and gender.
Condition Module - certain condition modules will provide educational information,
interactive illustrations and videos, human -interest stories, if any, relating to the condition,
and healthy living information.
• Wellness Kits To Go — tools to enhance a User's knowledge about healthy lifestyle
changes and how to effectively: communicate with their health care providers.
• Informed Health Line Text Promotional Message (optional feature)— this is a separately
purchased product outside of the Life Program. A text 800 number message, to contact a
nurse virtually 24 hours a day, 7 days a week, will be displayed within the Life Program
navigation if the Employer purchased the product through Aetna Inc.
• Data Feed to Aetna's Electronic Total Utilization Management System (eTUMS) (optional
feature) — opt -in page for Users to consent to have their self-reported data sent to an
Aetna healthcare professional (case manager).
User System Requirements
The User will need the following system requirements to access the Life Program:
• Standard Web Browser Requirement: Netscape Navigator 4.x or Microsoft Internet
Explorer, versions 4.0 or higher. If the desktop is on a network with a firewall, the
network must accept multiple cookies and javascripts; and
• Online Access Requirement use of a computer system to connect to InteliHealth's sys
hosting the Life Program via the Internet using a standard Web browser.
APP IV - SS 97
III. Simple Steps To A Healthier Life Agreement
1. Grant of License. Subject to all the terms and conditions of the Service Agreement and
this Appendix B, InteliHealth hereby grants Customer a non-exclusive, nontransferable,
world-wide right and license to use the Life Program software and documentation,
together with all updates, enhancements, modifications, and fixes thereto, which are
owned by InteliHealth and/or its licensors for the benefit of Customer's Users. The Life
Program is more fully described in Parts I and II of this Appendix B, above. Subject to the
license granted to Customer hereunder, InteliHealth shall retain sole and exclusive
ownership of all right, title and interest (including all associated intellectual property rights)
in and to the Life Program.
2. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS APPENDIX B,
INTELIHEALTH DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM
COURSE OF DEALING OR PERFORMANCE. INTELIHEALTH DOES NOT
WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION THAT
THE LIFE PROGRAM, ANY DOCUMENTATION, ANY ADDITIONAL WORK,
OR ANY COMPONENT OF ANY OF THE FOREGOING WILL MEET
EMPLOYER'S OR ITS USERS' REQUIREMENTS OR THAT EMPLOYER'S OR ITS
USERS' USE OF THE LIFE PROGRAM WILL BE UNINTERRUPTED OR ERROR
FREE. INTELIHEALTH MAKES NO WARRANTY AS TO THE RELIABILITY,
ACCURACY, TIMELINESS, USEFULNESS OR COMPLETENESS OF THE
INFORMATION. INTELIHEALTH CANNOT AND DOES NOT WARRANT
AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS,
INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. INTELIHEALTH
CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES
AVAILABLE FOR DOWNLOADING FROM THE LIFE PROGRAM WILL BE
FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER
CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES.
THE INFORMATION CONTAINED IN THE LIFE PROGRAM IS PRESENTED
"AS IS" AND IN SUMMARY FORM ONLY AND INTENDED TO PROVIDE
BROAD CONSUMER UNDERSTANDING AND KNOWLEDGE OF HEALTH
CARE TOPICS. THE INFORMATION SHOULD NOT BE CONSIDERED
EXHAUSTIVE AND SHOULD NOT BE USED IN PLACE OF A VISIT, CALL,
CONSULTATION OR ADVICE OF A PHYSICIAN OR OTHER HEALTH CARE
PROVIDER. INTELIHEALTH DOES NOT RECOMMEND THE SELF-
MANAGEMENT OF HEALTH PROBLEMS. INFORMATION OBTAINED BY
USING THE LIFE PROGRAM DOES NOT COVER ALL DISEASES, AILMENTS,
PHYSICAL CONDITIONS OR THEIR TREATMENT. SHOULD A USER OF THE
LIFE PROGRAM HAVE ANY HEALTH CARE -RELATED QUESTIONS, SUCH
USER SHOULD CALL OR SEE THEIR PHYSICIAN OR OTHER HEALTH CARE
PROVIDER PROMPTLY AND SHOULD NEVER DISREGARD MEDICAL
ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING THEY MAY
HAVE READ IN THE LIFE PROGRAM.
THE INFORMATION CONTAINED IN THE LIFE PROGRAM IS COMPILED
FROM A VARIETY OF SOURCES ("INFORMATION PROVIDERS'). NEITHER
INTELIHEALTH AND ITS AFFILIATES NOR ANY INFORMATION PROVIDER
APP IV - SS 98
SHALL BE RESPONSIBLE FOR INFORMATION PROVIDED HEREIN UNDER
ANY THEORY OF LIABILITY OR INDEMNITY.
3. Limitation of Liability. Notwithstanding anything to the contrary contained in the Services
Agreement or this Appendix B, in no event shall InteliHealth be liable to Customer for
any special, indirect, incidental, punitive or consequential damages, whether based on
breach of contract, tort ('including negligence or strict liability), or for interrupted
communications, or otherwise, whether or not InteliHealth has been advised of the
possibility of such damage.
APP IV - SS 99
APPENDIX IV
NATIONAL ADVANTAGE PROGRAM
The National Advantage Program ("NAP") is an Appendix to Master Services Agreement No. MSA -
819919 between Aetna and Customer (as identified herein) and is incorporated into the Services
Agreement by reference.
I. National Advantage Program
A. Summary
NAP provides access to contracted rates for many medical claims that would otherwise be
paid as billed under indemnity plans, the out -of -network portion of managed care plans, or
for emergency/medically necessary services not provided within the network. When
available, these contracted rates will produce savings for the Customer.
Aetna contracts with several national third -party vendors to access their contracted rates.
In addition, a significant number of Aetna directly -contracted rates are available for
members with indemnity benefits. Aetna will access third -party vendor rates where Aetna
directly -contracted rates are not available. If no contracted rate is available, Aetna will
attempt to negotiate an Ad -Hoc Rate (case specific discount) with non -NAP participating
providers for certain larger claims or will apply Facility Charge Review, as applicable and as
described below.
B. Claim Submission/Payment Process
Providers should bill Aetna directly for Covered Services. The Member should not make
payment at the time of service. When the Provider submits the claim, Aetna will process it
at the contracted rate (when applicable) and reflect the contracted amount in any
explanation of payments made that the Member and Provider receives. The Member
would then be responsible for any applicable coinsurance, deductible or non -covered
service, based upon the plan of benefits.
II. National Advantage Program — Facility Charge Review
Facility Charge Review is an optional component of NAP. It is only available in conjunction
with the National Advantage Program, and is not available separately.
A. Summary
Where a contracted rate is not available under NAP, the Facility Charge Review Program
provides reasonable charge allowances for most inpatient and outpatient facility claims
under Members' indemnity plans and the out -of -network portion of Members' managed
care plans or for emergency/medically necessary services not provided within the network.
When utilized, these reasonable charges will produce savings for the Customer.
APP N - NAP Medical 100
B. Claim Submission/Payment Process
When an inpatient or outpatient facility claim exceeds a threshold (currently $1,000) and
Aetna does not have access to a contracted rate, Aetna will review billed charges for
financial reasonableness for the geographic area where the service was provided. Payment
to the facility will be based on the Reasonable Charge Amount. Any excess will be
considered not covered as it exceeds the reasonable charge (as defined under the Plan).
Though many facilities accept the Reasonable Charge Amount as payment in full, there
may be circumstances where facilities may not accept the determination of the reasonable
charge and may balance bill the Member. In the event that a Member is balance billed,
Aetna has a review process and will initiate negotiations with the facility in an attempt to
come to a mutually agreeable payment amount.
However, should Aetna be unable to negotiate a mutually acceptable rate, consistent with
the terms of the Member's plan of benefits, the Member may be responsible for any
charges in excess of the reasonable charge. For claims that are to be paid at the
preferred/in network level under the terms of the Member's plan of benefits (e.g.,
emergency services), Aetna will negotiate with the facility so that the Member is not
responsible for any charges in excess of any applicable deductible and
coinsurance/copayments.
The explanation of benefits that the Member receives from Aetna, if applicable, will
indicate that the amount paid is based upon the Reasonable Charge Amount and will
request that the Member contact Aetna should the Member be balance billed.
The amount actually paid to the provider under the Facility Charge Review Program will
be used as the basis for the calculation of the Member's coinsurance and deductibles.
III. Terms and Conditions
A. Customer Charges For Provider Payments
Subject to the .terms herein, Aetna agrees that for Covered Services rendered by a Provider
for which Aetna has a) accessed a contracted rate, or b) negotiated an Ad -Hoc rate, or c)
applied a Reasonable Charge Amount for facility services, or d) applied an Itemized Bill
Review reduction, Customer shall be charged the amount paid to the Provider. This
amount shall be equal to the contracted rate, Ad -Hoc Rate, or Reasonable Charge Amount
less any payments made by the Member in accordance with the Plan.
B. Access Fees
1. As compensation for the services provided by Aetna under NAP for savings
achieved, Customer shall pay an Access Fee to Aetna as described in the Fee Schedule
(excluding Aggregate Savings with respect to claims for which Aetna is liable for
funding, e g., claims in excess of an individual or aggregate stop loss point).
APP IV - NAP Medical 101
2. Access Fees shall be paid by the Bank to Aetna via wire transfer or such other
reasonable transfer method agreed upon by Aetna and the Bank. The Customer
agrees to provide funds through its designated bank sufficient to satisfy the Access
Fee in accordance with the banking agreement between the Customer and the Bank,
i.e., Access Fees will be included in the request from the Bank for payment/funding
of claims.
3. An Access Fee will be credited to the Customer for any Aggregate Savings
subsequently reduced or eliminated for which the Customer has already paid an
Access Fee.
4. Aetna shall provide a quarterly report of Aggregate Savings and Access Fees. Access
Fees may be included with claims in other reports.
C. Member Information Regarding National Advantage Program
For most products/plans, Customer will inform Members of the availability of NAP.
Further, a Customer's Plan document language defining reasonable charge or recognized
charge must conform to Aetna requirements. Aetna shall provide information regarding
participating Providers on DocFind®, Aetna's online provider listing, on our website at
www.Aetna.com or by other comparable means.
D. Definitions
As used herein:
"Access Fee" means the amount(s) to be paid by Customer to Aetna for access to the
savings provided under NAP.
"Ad -Hoc Rate" means the rate which was negotiated for a specific claim in the absence
of a pre -negotiated contracted rate with a Provider.
"Aggregate Savings" means the difference between (i) the amount which would have
been due or otherwise paid to Providers for Covered Services without the benefit of NAP,
and (ii) the amount due Providers for Covered Services as a result of NAP.
"Covered Services" means the health services subject for which charges are paid
pursuant to the Plan.
"Member" means a person who is eligible for coverage as identified and specified under
the terms of the Plan.
"Plan" means the portion of Customer's employee welfare benefit plan, which provides
medical benefits to Members as administered by Aetna.
"Providers" means those physicians, hospitals and other health care providers whose
services are available at a savings under NAP.
"Reasonable Charge Amount" means the amount determined by Aetna to be a
reasonable charge for a service in the geographic area where the service was provided to
the Member.
APP IV - NAP Medical 102
E. Customer Acknowledgements
Customer acknowledges that:
1. The NAP listing of Providers includes Providers that are (i) participating by virtue of
direct contracts with Aetna and its affiliates, and (ii) participating by virtue of Aetna's
contracts with unaffiliated third parties that have contracts with Providers, and
provide Aetna with access to these contracted rates for the purpose of NAP.
2. Aetna does not guarantee (a) any particular discounts or any level of discount will be
made available through providers listed as participating in NAP; (b) any obligation to
make any specific Providers or any particular number of Providers available for use
by Plan participants. Aetna does not credential, monitor or oversee those Providers
who participate through third party contracts. Providers listed as participating in NAP
may not necessarily be available or convenient.
3. Aetna is not responsible for the acts or omissions of any provider listed as
participating in NAP. All such providers are providers in private practice, are neither
agents nor employees of Aetna, and are solely responsible for the health care services
they deliver.
4. The following claim situations may not be eligible for NAP:
• Small claims (currently certain claims below $151 and claims below $1000 for
which there is no contracted rate).
• Claims involving Medicare or coordination of benefits (COB).
• Claims that have already been paid directly by the Member.
F. General Provisions
1. Neither party shall be liable to the other for any consequential or incidental damages
whatsoever. Aetna's aggregate cumulative liability to the Customer for all losses or
liabilities arising under or related to this Appendix, regardless of the form of action,
shall be limited to the Access Fees actually paid to Aetna by the Customer for services
rendered; provided, however, this limitation will not apply to or affect any
performance standards set forth in the Services Agreement.
2. The terms and conditions of this Appendix shall remain in effect for any claims
incurred prior to the termination date that are administered by Aetna after the
termination date. Except as provided herein, this Appendix is subject to all of the
provisions of the Services Agreement, provided, however, in the event of any conflict
between this Appendix and the Services Agreement, the terms of this Appendix shall
govern.
APP IV - NAP Medical 103
Appendix V
List of Aetna Affiliated HMOs
for
POS II, Aetna Select and SI HMO
Medical Products
Aetna has arranged to provide integrated administration of the POS II, the Aetna Select and SI HMO Product(s),
through the HMOs. The HMOs include the following entities to the extent that Plan beneficiaries elect coverage
under Products offered in geographic areas served by such entity. Aetna Life Insurance Company is authorized to
represent the HMOs listed below for purposes of the execution and administration of this Services Agreement,
including receipt of any notices to Aetna required hereunder:
Aetna Health, Inc. (CT)
Aetna Health Inc. (ME)
Aetna Health Inc. (NY)
Aetna Health Inc. (DE)
Aetna Health Inc. (NJ)
Aetna Health Inc. (PA)
Aetna Health Inc. (MD)
Aetna Health Inc. (FL)
Aetna Health Inc. (TN)
Aetna Health Inc. (GA)
Aetna Health of the Carolinas Inc.
Aetna Health Inc. (CO)
Aetna Health of Illinois Inc.
Aetna Health Inc. (MI)
Aetna Health Inc. (MO)
Aetna Health Inc. (OIC)
Aetna Health Inc. (TX)
Aetna Health Inc. (AZ)
Aetna Health Inc. (WA)'
APP V - Affiliated HMOs 104
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
Agenda Item No. 11C2.
City Council Agenda Summary Sheet
Consider a resolution authorizing the Mayor to execute Master Services Agreement No.
Agenda Caption: MSA -819919 with Aetna Life Insurance Company.
Meeting Date: September 22, 2011
Department: Human Resources
Staff Person making presentation: Teresa Bledsoe
Human Resources Director
Item Summary:
After going out for proposals, Aetna was selected to continue as our Third Party Administrator (TPA) for the Plan
Year beginning January 1, 2010. The contract allowed for 4 additional renewals of 12 months each.
After the selection process and during the review of Aetna's Master Service Agreement we advised Aetna of changes
that were needed in order to approve the Agreement. Realizing that there could be a significant delay, we agreed to
a Letter of Understanding to ensure that we had coverage.
The Master Service Agreement was in Aetna's Legal Department for well over a year. We continued to have
coverage and Aetna paid claims consistent with our Plan Design and the proposed Administrative Service
Agreement.
When we entered Plan Year 2011, Aetna sent the First year renewal. We chose not to sign that document until both
parties were satisfied with the Master Service Agreement. At no time were we without coverage.
Cost: N/A
Source of Funds: N/A
Date of Public Hearing (if required): N/A
Recommended Action: Approval
EXECUTED
DOCUMENTS
FOLLOW
MASTER SERVICES AGREEMENT NO. MSA -819919
This Master Services Agreement by and between Aetna Life Insurance Company, a
Connecticut corporation located at 151 Farmington Avenue, Hartford, Connecticut,
its affiliated HMOs, if indicated in Appendix V, its other affiliates and subsidiaries
(collectively "Aetna") and City of Round Rock, a Texas Municipality, located at 221
E. Main Street, Round Rock, Texas 78664 ("Customer") is effective as of January 1,
2010 ("Effective Date"). This Master Services Agreement, Statements of Available
Services ("SAS"s) and any additional Schedules and Appendices, as so identified and
agreed, shall be hereinafter collectively referred to as the "Services Agreement."
1. INTRODUCTION
WHEREAS, Customer has established a self-funded employee health benefits plan (the "Plan"), for
certain eligible Plan Participants (employees, dependents, beneficiaries, retirees, or members as
referenced in the Plan documents, or any term used by the Customer to designate participants in the
Plan) described in Appendix I of this Services Agreement; and
WHEREAS, pursuant to the Plan, Customer wishes to make available one or more products offered
by Aetna ("the Products"), as specified in the SASs; and
WHEREAS, Aetna has arranged to provide integrated claim administration of these Product(s) and
supplemental administrative services ("Services");
THEREFORE, in consideration of the mutual covenants and promises stated herein and other
good and valuable consideration, the parties hereby enter into this Services Agreement, which sets
forth the terms and conditions under which Aetna agrees to render the Services, and under which
Customer hereby agrees to receive and compensate Aetna for such Services.
2. TERM
Unless one party informs the other of its intent to allow the Services Agreement to terminate in
accordance with Section 7 of this Master Services Agreement, the initial term of this Services
Agreement shall be three (3) years beginning on the Effective Date (referred to as an "Agreement
Period"). This Agreement may be renewed for two (2) additional periods of time not to exceed
twelve (12) months each provided both parties agree in writing.
3. SERVICES
Aetna shall perform only those services expressly described in this Services Agreement and Aetna's
response to the requirements of the Request for Proposal Third Party Administration RFP No. 09--
019 June 2009 (Appendix VII). In the event of a conflict between the terms of this Master Services
Agreement, the attached SASs, or Aetna's response to the Request for Proposal, the order of
precedence shall be as follows:
First - Master Services Agreement, including the Statements of Available Services
Second - Aetna's response and negotiations of Best & Final Offer
Third - Aetna's initial response to the Request for Proposals
Fourth - Letter of Understanding
MSA
-1141-22-1162
1
4. STANDARD OF CARE
Aetna or Customer will discharge their obligations under the Services Agreement with that level of
reasonable care which a similarly situated Services provider or Plan Sponsor, as applicable, would
exercise under similar circumstances. In connection with fiduciary powers and duties hereunder, if
delegated by Customer to Aetna as noted in the Claim Fiduciary section of the applicable SAS, Aetna
shall observe the standard of care and diligence required of a fiduciary under applicable state law.
5. FIDUCIARY DUTY
It is understood and agreed that the Customer retains complete authority and responsibility for the
Plan, its operation, and the benefits provided there under, and that Aetna is empowered to act on
behalf of Customer in connection with the Plan only to the extent expressly stated in the Services
Agreement or as agreed to in writing by Aetna and Customer.
Customer has the sole and complete authority to determine eligibility of persons to participate in the
Plan.
Claim fiduciary responsibility is identified in the applicable Statement of Available Services ("SAS").
6. SERVICE FEES
Customer shall pay Aetna the Service Fees in accordance with the Service and Fee Schedule(s), and the
following "Prompt Payment Policy".
Prompt Payment Policy:
Payments will be made within thirty (30) days after the day on which the performance of services was
completed or the day on which the Customer receives a correct invoice for the services, whichever is later.
Aetna may charge a late fee as set forth below (provided that the fee shall not be greater than that which is
permitted by Texas law) for payments not made in accordance with this prompt payment policy; however,
this policy does not apply to payments made by the Customer in the event:
• There is a bona fide dispute between the Customer and Aetna concerning the supplies, materials,
services or equipment delivered or the services performed that causes the payment to be late; or
• The terms of a federal agreement, grant, regulation, or statute prevent the Customer from
making a timely payment with Federal Funds; of
• There is a bona fide dispute between Aetna and a subcontractor or between a subcontractor and
its supplies concerning supplies, materials, or equipment delivered or the services performed
which caused the payment to be late; or
• The invoice is not mailed to the Customer in strict accordance with instructions, if any, on the
purchase order or agreement or other such contractual agreement.
No Services other than those identified in the Service and Fee Schedule(s) are included in the Service
Fees. The Services to be provided by Aetna and the Service Fees may be adjusted annually effective
on the anniversary of the Effective Date (the "Contract Anniversary Date") by Aetna, provided both
parties agree, upon one hundred twenty (120) days prior written notice, or at other times as indicated
in the Service and Fee Schedule(s).
Aetna shall provide Customer with a monthly statement indicating the Service Fees owed for that
month. Customer shall pay Aetna the amount of the Service Fees no later than thirty-one (31)
calendar days following the first calendar day of the month in which the Services are provided (the
"Payment Due Date").
MSA 2
Customer shall reimburse Aetna for additional expenses incurred by Aetna and agreed to by the
parties on behalf of the Plan or Customer which are necessary for the administration of the Plan,
including, but not limited to: special hospital audit fees, fees paid or expenses incurred to recover
Plan assets, customized printing fees, clerical listing of eligibility, Customer audits exceeding limits in
the Services Agreement, and for any other services performed which are not Services under the
Services Agreement. The payment by Aetna on behalf of Customer of any such expenses shall
constitute part of the Services hereunder, provided, however, with respect to any payments made by
Aetna on behalf of and at the request of the Customer to Customer's vendors, Customer shall be
responsible for filing any notices, such as Form 1099 or other forms.
In circumstances where Aetna may have a contractual, claim or payment dispute with a provider, the
settlement of that dispute with the provider may include a one time payment in settlement to the
provider or to Aetna, or may otherwise impact future payments to providers. Aetna, in its discretion,
may apportion the settlement to self-funded Customers, either as an additional service fee from, or as
a credit to, Customer, as may be the case, based upon specific applicable claims, proportional
membership or some other allocation methodology, after taking into account Aetna's costs including
Aetna's internal costs of recovery and distribution.
All overdue amounts shall be subject to the late charges set forth below and the Prompt Payment
Policy set forth above.
Following the close of an Agreement Period, Aetna will prepare and submit to the Customer a report
showing the Service Fees paid.
7. TERMINATION
The Services Agreement may be terminated by Aetna or the Customer as follows:
(A) Legal Prohibition - If any state or other jurisdiction enacts a law or Aetna interprets an existing
law to prohibit the continuance of the Services Agreement or some portion thereof, the Services
Agreement or that portion shall terminate automatically as to such state or jurisdiction on the
effective date of such law or interpretation; provided, however, if only a portion of the Services
Agreement is impacted, the Services Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.
(B) Customer Termination - Customer may terminate the Services Agreement with respect to all
Plan Participants or any group of Plan Participants included under the Services Agreement or
any subsidiary or affiliate of Customer that is covered under the Services Agreement, or for a
particular Product and/or SAS, by giving Aetna at least thirty-one (31) days written notice stating
when, after the date of such notice, such termination shall become effective.
The City reserves the right to review Aetna's performance at the end of each period and cancel
all or part of the Agreement(s) or continue the Agreement(s) through the next period.
If Aetna fails to perform its duties in a reasonable and competent manner, the City may give
written notice to Aetna of the deficiencies and Aetna shall have thirty-one (31) days to correct
such deficiencies. If Aetna fails to correct the deficiencies within the thirty-one (31) days the
City may terminate the Agreement(s) by giving Aetna written notice of termination and the
reason for the termination.
MSA 3
(C) Aetna Termination -
(1) Aetna may terminate the Services Agreement or any SAS attached hereto by giving to
Customer at least thirty-one (31) days written notice stating when, after the date of such
notice, such termination shall become effective.
(2) If Customer fails to respond to an initial request by Aetna, or the bank selected by Aetna, on
which benefit payment checks are drawn in satisfaction of a claim for Plan benefits
("Bank"), to provide funds to the Bank for the payment of checks or other payments
approved and recorded by Aetna, Aetna shall have the right to cease processing benefit
payment requests and suspend other Services until the requested funds have been provided.
Aetna may terminate the Services Agreement immediately upon transmission of notice to
Customer by mail, facsimile transmission or other means of communication (including
electronic mail) if (a) Customer fails to provide the requested funds within five (5) business
days of written notice by Aetna, or (b) Aetna determines that Customer will not meet its
obligation to provide such funds within such five (5) business days.
If Customer fails to pay Service Fees by the Payment Due Date, Aetna shall have the right to
suspend Services until the Service Fees have been paid. Aetna may terminate the Services
Agreement immediately upon transmission of notice to Customer by mail, facsimile
transmission or other means of communication (including electronic mail) if (a) Customer
either fails to pay such Service Fees within five (5) business days of written notice of unpaid
Service Fees by Aetna, or (b) Aetna determines that Customer will not meet its obligation to
pay such Service Fees within such five (5) business days.
(3)
(4) Any acceptance by Aetna of funds or Service Fees described in paragraphs (2) or (3) above,
after the grace periods specified therein have elapsed and prior to any action by Aetna to
suspend Services or terminate the Services Agreement, shall not constitute a waiver of
Aetna s right to suspend Services or terminate the Services Agreement in accordance with
this section with respect to any other failure of Customer to meet its obligations hereunder.
(D) Responsibilities on Termination - Upon termination of the Services Agreement, for any
reason other than termination under Section 7 (C) (2), Aetna will continue to process runoff
claims for Plan benefits that were incurred prior to, but not processed as of, the termination
date, which are received by Aetna not more than twelve (12) months following the termination
date. The Service Fee for such activity is included in the Service Fees described in Section 6 of
this Master Services Agreement. The procedures and obligations described in the Services
Agreement, to the extent applicable, shall survive the termination of the Services Agreement and
remain in effect with respect to such claims. Benefit payments processed by Aetna with respect
to such claims which are pended or disputed will be handled to their conclusion by Aetna, and
the procedures and obligations described in the Services Agreement, to the extent applicable,
shall survive the expiration of the twelve (12) month period. Requests for benefit payments
received after such twelve (12) month period will be returned to the Customer or, upon its
direction, to a successor administrator at the Customer's expense.
MSA 4
Customer will be liable for all Plan benefit payments made by Aetna in accordance with the
preceding paragraph (D) following the termination date or which are outstanding on the
termination date. Customer will continue to fund Plan benefit payments through the banking
arrangement described in Section 8 of this Master Services Agreement and agrees to instruct its
back to continue to make funds available until all outstanding Plan benefit payments have been
funded by the Customer or until such time as mutually agreed upon by Aetna and Customer
(e.g., Customer's wire line and bank account from which the Bank requests funds must remain
open for one (1) year after runoff processing ends, two (2) years after termination).
Upon termination of the Services Agreement and provided all Service Fees have been paid,
Aetna will release to Customer or to a successor administrator, in Aetna's standard format, all
claim data, records and files within a reasonable time period following the termination date. All
costs associated with the release of data, records and files from Aetna to Customer shall be paid
by Customer.
8. BENEFIT FUNDING
Plan benefit payments and related charges of any amount payable under the Plan shall be made by
check drawn by Aetna payable through the Bank or by electronic funds transfer or other reasonable
transfer method. Customer, by execution of the Services Agreement, expressly authorizes Aetna to
issue and accept such checks on behalf of Customer for the purpose of payment of Plan benefits and
other related charges. Customer agrees to provide funds through its designated bank sufficient to
satisfy all Plan benefits and related charges upon notice from Aetna or the Bank of the amount of
payments made by Aetna. Customer agrees to instruct its bank to forward an amount in Federal
funds on the day of the request equal to such liability by wire transfer or such other transfer method
agreed upon between Customer and Aetna. As used herein "Plan benefits" means payments under
the Plan, excluding any copayments, coinsurance or deductibles required by the Plan.
Aetna reserves the right to place stop payments on all outstanding benefit checks (.e., checks which
have not been presented for payment) on the sooner of
(A) one (1) year following the date Aetna completes its runoff processing obligations; or
(B) five (5) days following Customer's failure to provide requested funds or pay Service Fees due
in accordance with Section 7(C).
Prior to the Effective Date of this Services Agreement, Customer shall deposit a "Payment Fund"
with the Bank subject to the Bank's control. Such Payment Fund shall be in an amount determined
by Aetna to be sufficient to fund all Plan benefits for a period of at least two weeks and shall not be
drawn from Plan assets. Aetna will periodically assess the sufficiency of the Payment Fund and may,
at its sole discretion, direct Customer to deposit additional amounts to the Payment Fund upon
twenty-four (24) hours written notice. The Payment Fund may be used to fund Plan benefits and
related charges in the event the Customer fails to perform its payment and funding obligation under
the first paragraph of this Section 8. The Payment Fund shall be maintained by the Bank following
termination of the Services Agreement for such period of time as Aetna determines is necessary to
cover Plan benefits. Customer will not be credited with interest on amounts held in the Payment
Fund.
The remainder of this Section 8. will not apply to the Health Fund, the Pharmacy Fund or the Dental
Fund:
MSA 5
For any calendar month, the maximum payment to be made to the Bank to fund Plan benefit
payments and related charges is described below. Plan benefit payments and related charges in a
calendar month which exceed the maximum payment for the month will be carried forward to be
funded by Customer in future calendar months of the current Agreement Period, except that for the
last calendar month of the Agreement Period, Customer is liable for any benefit payments which
exceed the maximum payment for that month.
The maximum payment for any calendar month shall be equal to (i) less (ii) where:
(i). shall be equal to the product of (A) and (B) where:
(A) equals the sum of the number of employees as indicated by Aetna records at the
beginning of each calendar month of the Agreement Period up to and including the
current calendar month (provided the sum shall not be less than the number of calendar
months up to and including the current calendar month times the number of employees
as indicated by Aetna records as of the beginning of the first Services Agreement
month), times
(B) the maximum benefit payment factor. This factor shall be determined by Aetna and shall
be effective as of the first calendar month of an Agreement Period. The maximum
benefit payment factor may be changed at such other times as the Aggregate Stop Loss
Factor under Contractual Liability Insurance Policy Number SL -819919 is adjusted.
(ii). shall equal the Plan benefit payments funded by the Customer during the preceding calendar
months of the Agreement Period.
On the termination date, in addition to the liabilities described in Section 7, the Customer is liable for
and must provide funds to the Bank equal to the difference between:
■ the total amount of benefit payments by Aetna during the Agreement Period; and
• the amount of benefit payments by Aetna during the Agreement Period for which the
Customer has provided funds up to the date of termination.
9. CUSTOMER'S RESPONSIBILITIES
(A) Eligibility - Customer shall supply Aetna in writing or by electronic medium acceptable to
Aetna with all information regarding the eligibility of Plan Participants including but not limited
to the identification of any Sponsored Dependents defined in Customer's Summary Plan
Description (SPD) and shall notify Aetna by the tenth day of the month following any changes
in Plan participation. Customer agrees that retroactive terminations of Plan Participants shall not
exceed 60 days and that Aetna has no financial responsibility for any benefit payments owed
under the Plan. Aetna has no responsibility for determining whether an individual meets the
definition of a Sponsored Dependent. Aetna shall not be responsible in any manner, including
but not limited to, any obligations set forth in Section 13 below, for any delay or error caused by
the Customer's failure to furnish accurate eligibility information. Customer represents that it has
informed its Plan Participants through enrollment forms executed by Customer's Plan
Participants, or in another manner which satisfies applicable law, that confidential information
relating to their benefit claims may be disclosed to third parties in connection with plan
administration.
MSA 6
(B) Initial SPD Review - Customer shall provide Aetna with all Plan documents at least thirty (30)
days prior to the Effective Date or such other date mutually agreed upon by the parties.
Customer agrees that it will provide Aetna with a copy of its SPD, so that Aetna may reconcile
any potential differences that may exist among the SPD, the description of Plan benefits in
Appendix I and Aetna's intemal policies and procedures. Aetna does NOT review Customer's
SPD for compliance with applicable law. Customer also agrees that it is responsible for satisfying
any and all Plan reporting and disclosure requirements imposed by law, including updating the
SPD to reflect any changes in benefits.
(C) Notice of Benefit Change - Customer shall notify Aetna in writing of any changes in Plan
documents or Plan benefits at least thirty (30) days prior to the effective date of such changes.
Aetna shall have thirty (30) days following receipt of such notice to inform Customer of whether
it will administer such proposed changes. Appendix I hereto shall be deemed to be automatically
modified to reflect such proposed changes if Aetna either agrees to administer the changes as
proposed or fails to object to such changes within thirty (30) days of receipt of the foregoing
notice. The description of Plan benefits in Appendix I may otherwise be amended only by
mutual written agreement of the parties. Aetna may charge additional fees relating to any increase
in cost to administer the description of Plan benefits in Appendix I and otherwise revise this
Services Agreement, inclniiing, without limitation, the financial terms set forth in the Service and
Fee Schedule or the Performance Guarantees set forth in Exhibit II because of changes which
Aetna agrees to administer.
(D) Employee Notices - Customer agrees to furnish each Employee covered by the Plan written
notice, satisfactory to Aetna, that Customer has complete financial liability for the payment of
Plan benefits. Customer agrees to indemnify Aetna and hold Aetna harmless against any and all
loss, damage and expense (including reasonable attorneys' fees) sustained by Aetna as a result of
any failure by Customer to give such notice.
(E) Miscellaneous - Customer shall immediately provide Aetna with such information regarding
administration of the Plan as Aetna may request from time to time. Aetna is entitled to rely on
the information most recently supplied by Customer in connection with Aetna's Services and its
other obligations under the Services Agreement. Aetna shall not be responsible for any delay or
error caused by Customer's failure to furnish correct information in a timely manner. Aetna is
not responsible for responding to Plan Participant requests for copies of Plan documents.
10. RECORDS
Customer acknowledges and agrees that Aetna or its affiliates or authorized agents shall have the
right to use all documents, records, reports, and data, including data recorded in Aetna's data
processing systems ("Documentation"), subject to compliance with privacy laws and regulations,
incli,ding without limitation regulations promulgated pursuant to the Health Insurance Portability
and Accountability Act of 1996. All Documentation is stored in Aetna's data warehouses, and may be
de -identified as to Plan Participants and Customer identity for purposes other than administration of
Customer's claims, at Aetna's discretion. Customer is not compensated for any use of de -identified
Documentation maintained in Aetna's data warehouse.
MSA
Upon reasonable prior written request, and subject to the provisions of Sections 11 and 12, and as
permitted by applicable law, the Plan -related benefit payment information contained in the
Documentation shall be made available to Customer or to a third party designated by Customer, for
inspection during regular business hours at the place or places of business where it is maintained by
Aetna, for purposes related to the administration of the Plan. Aetna may assess a charge to recover
costs in connection with documentation requests. Such Plan -related benefit payment Documentation
will be kept by Aetna for seven (7) years after the year in which a claim is adjudicated, unless Aetna
turns such Documentation over to Customer or a designee of Customer. In the event return or
destruction is infeasible, Aetna shall extend protections required by HIPAA.
11. CONFIDENTIALITY
(A) Business Confidential Information - Each party acknowledges that performance of the
Services Agreement may involve access to and disclosure of Customer and Aetna identifiable
business proprietary data, rates, procedures, materials, lists, systems and information of the other
(collectively "Business Confidential Information"). No Business Confidential Information shall
be disclosed to any third party other than a party's representatives who have a need to know
such Information in relation to administration of the Plan, and provided that such
representatives are informed of the confidentiality provisions hereof and agree to abide by them.
All such Information must be maintained in strict confidence. Customer agrees that Aetna may
make lawful references to Customer in its marketing activities and in informing health care
providers as to the organizations and plans for which Services are to be provided.
(B) Aetna Confidential Information — Any information with respect to Aetna's or any of its
affiliate's fees or specific rates of payment to health care providers and any information which
may allow determination of such fees or rates and any of the terms and provisions of the health
care providers' agreements with Aetna or its affiliates are deemed to be Aetna Confidential
Information. No disclosure of any such information may be made or permitted to Customer or
to any third party whatsoever, including, but not limited to, any broker, consultant, auditor,
reviewer, administrator or agent unless (i) Aetna has consented in writing to such disclosure and
(ii) each such recipient has executed a confidentiality agreement in form satisfactory to Aetna's
counsel.
(C) Plan Participant Confidential Information - In addition, each party will maintain the
confidentiality of medical records and confidential Plan Participant -identifiable patient
information ("Plan Participant Confidential Information"), and in accordance with the terms of
the Business Associate Agreement attached as Appendix A to this Services Agreement.
(D) Upon Termination - Upon termination of the Services Agreement, each party, upon the
request of the other, will return or destroy all copies of all of the other's Confidential
Information in its possession or control except to the extent such Confidential Information must
be retained pursuant to applicable law, to the extent such Confidential Information cannot be
disaggregated from Aetna's databases, or except as otherwise provided under the Business
Associate Addendum attached as Appendix A; provided, however, that Aetna may retain copies
of any such Confidential Information it deems necessary for the defense of litigation concerning
the Services it provided under the Services Agreement and for use in the processing of runoff
claims for Plan benefits, in accordance with the terms of Section 7 (D) of this Master Services
Agreement.
E)
Customer and Aetna acknowledge that compliance with the provisions of the foregoing
paragraphs are necessary to protect the business and good will of each party and its affiliates and
that any actual or prospective breach will irreparably cause damage to each party or its affiliates
MSA 8
for which money damages may not be adequate. Customer and Aetna therefore agree that if a
party or party's representatives breach or attempt to breach paragraphs (A) through (D) hereof,
the other party will not oppose such party's request for temporary, preliminary and permanent
equitable relief, without bond, to restrain such breaches, together with any and all other legal and
equitable remedies available under applicable law or under the Services Agreement. The
prevailing party shall be entitled to recover from the non -prevailing party the attorneys' fees and
costs it expends in any action related to such breach or attempted breach.
(F) Not withstanding the above, the parties recognize, understand, and agree that Customer is
subject to the Texas Public Information Act and its duties run in accordance therewith.
12. AUDIT RIGHTS
(A) General Guidelines - For the purpose of this Services Agreement, an "audit" is defined as
performing a detailed review of medical claim transactions for the purpose of assessing the
accuracy of benefit determinations.
Audits must be commenced within two (2) years following the period being audited. Audits of
performance guarantees must be commenced in the year following the period to which the
performance guarantee results apply.
Audits must be performed at the location where Customer's claims are processed.
Aetna is not responsible for paying Customers' audit fees or the costs associated with the audit.
Customer shall pay Aetna fees for any audit which, with Aetna's approval, (i) cannot be
completed within a five (5) day period, (ii) contains a sample size in excess of 250 claim
transactions (or with respect to a Health Fund audit, 250 Plan Participant(s), or (iii) otherwise
creates exceptional administrative demands upon Aetna. The Customer represents that it has
informed its Plan Participants that Plan Participant Confidential Information may be used in
connection with audits.
Any requested payment from Aetna resulting from the audit must be based upon documented
findings, agreed to by both parties, and must be solely due to Aetna's actions or inactions.
(B) Auditor Qualifications and Requirements - Customer will utilize individuals to conduct
audits on its behalf who are qualified by appropriate training and experience for such work, and
will perform its review in accordance with published administrative safeguards or procedures and
applicable law against unauthorized use or disclosure (in the audit report or otherwise) of any
individually identifiable information. Customer and such individuals will not make or retain any
record of provider negotiated rates included in the audited transactions, or payment identifying
information concerning treatment of drug or alcohol abuse, mental/nervous or HIV/AIDS or
genetic markers, in connection with any audit. Aetna reserves the right to refuse to allow an
auditor to conduct an audit in the event Aetna determines the auditor has a conflict of interest.
Determination of the nature of a conflict of interest shall be in the sole discretion of Aetna. A
conflict of interest includes (but is not limited to) a situation in which the audit agent (a) is
employed by an entity which is a competitor of Aetna; or (b) has terminated from Aetna within
the past 12 months; or (c) is affiliated with a vendor subcontracted by Aetna to adjudicate claims.
The auditor chosen by the Customer must be mutually agreeable to both Customer and Aetna.
Auditors may not be compensated on the basis of a contingency fee or a percentage of
overpayments identified, in accordance with the provisions of Section 8.207 through 8.209 of the
International Federation of Accountant's (IFAC) Code of Ethics For Professional Accountants
(Revised 2004).
MSA 9
(C) Audit Coordination - Customer will provide reasonable advance notice of its intent to audit and
will complete an Audit Request Form providing information reasonably requested by Aetna.
Further, Customer or its representative will provide Aetna at least four (4) weeks in advance of
the desired audit date, with a complete and accurate listing of the transactions to be pulled for
the audit, and with identification of the potential auditor. Notification requirements may exceed
four weeks for unusual audit requests, including but not limited to audits involving large sample
sizes (e.g., greater than 250 transactions). No audit may commence until the Audit Request Form
is completed and executed by the Customer, the auditor, and Aetna.
(D) Identification of Audit Sample - Unless otherwise specified in Appendix II, Performance
Guarantees, the sample must be based on a statistical random sampling methodology (e.g.,
systematic random sampling, simple random sampling, stratified random sampling.) Aetna
reserves the right to review and approve the sample size, the objectives of the audit and the
sampling methodology proposed by the auditors.
(E) Closing Meeting - The auditors will provide their draft audit findings to Aetna, in writing,
before a final audit report is presented to Customer and auditors shall discuss their draft audit
findings with Aetna at this stage of the audit process.
(F) Audit Reports - Aetna will have a right to receive the final Audit Report, before delivery to the
Customer. Aetna shall have the right to include with the final Audit Report a supplementary
statement containing supporting documentation and materials that Aetna considers pertinent to
the audit.
13. RECOVERY OF OVERPAYMENTS
The parties will cooperate fully to make reasonable efforts to recover overpayments of Plan benefits.
If it is determined that any payment has been made by Aetna to or on behalf of an ineligible person
or if it is determined that more than the appropriate amount has been paid, Aetna shall undertake
good faith efforts to recover the erroneous payment. For the purpose of this provision, "good faith
efforts" constitute Aetna's outreach to the responsible party twice via letter, phone, email or other
means to attempt to recover the payment at issue. If those efforts are unsuccessful in obtaining
recovery, Aetna may use an outside vendor, collection agency or attorney to pursue recovery unless
the Customer directs otherwise. Except as stated in this section, Aetna has no other obligation with
respect to the recovery of overpayments.
Overpayment recoveries made through third party recovery vendors, collection agencies, or
attorneys are credited to Customer net of fees charged by those entities.
Overpayments must be determined by direct proof of specific claims. Indirect or inferential methods
of proof — such as statistical sampling, extrapolation of error rate to the population, etc. — may not be
used to determine overpayments. In addition, application of only software may not be used to
determine overpayments.
Customer may not seek collection, or use a third party to seek collection, of benefit payments or
overpayments from contracted providers, since all such recoveries are subject to the terms and
provisions of the providers' proprietary contracts with Aetna. For the purpose of determining
whether a provider has or has not been overpaid, Customer agrees that the rates paid to contracting
providers for covered services shall be governed by Aetna's contracts with those providers, and shall
be effective upon the loading of those contract rates into Aetna's systems, but no later than three (3)
months after the effective date of the providers' contracts.
MSA 10
Customer may not seek collection, or use a third party to seek collection, of benefit payments or
overpayments from parties other than contracted providers described above, until Aetna has had a
reasonable opportunity to recover the overpayments. Aetna must confirm all overpayments before
collection by a third party may commence. Customer may be charged for additional Aetna expenses
incurred in overpayment confirmation.
14. INDEMNIFICATION
(A) Aetna shall indemnify and hold harmless Customer, its directors, officers, and employees (acting
in the course of their employment, but not as Plan Participants) for that portion of any third
party loss, liability, damage, expense, settlement, cost or obligation (inducting reasonable
attorneys' fees but exduding payment of plan benefits) caused solely and directly by Aetna's
willful misconduct, criminal conduct, breach of the Services Agreement, fraud, breach of
fiduciary responsibility, or failure to comply with Section 4 above, related to or arising out of the
Services provided under the Services Agreement.
Except as provided in (A) above, and to the extent allowed by law, Customer shall indemnify and
hold harmless Aetna, its affiliates and their respective directors, officers, and employees for that
portion of any third party loss, liability, damage, expense, settlement, cost or obligation
(including reasonable attorney's fees but excluding payment of plan benefits ): (i) which was
caused solely and directly by Customer's willful misconduct, criminal conduct, breach of the
Services Agreement, fraud, breach of fiduciary responsibility, or failure to comply with Section 4
above, related to or arising out of the Services Agreement or Customer's role as employer or
Plan sponsor; (ii) resulting from taxes, assessments and penalties incurred by Aetna by reason of
Plan benefit payments made or Services performed hereunder, and any interest thereon,
provided that Customer shall not be required to pay any net income, franchise or other tax,
however designated, based upon or measured by Aetna's net income, receipts, capital or net
worth; (iii) in connection with the release or transfer of Plan Participant -identifiable information
to Customer or a third party designated by Customer, or the use or further disclosure of such
information by Customer or such third party; (iv) resulting from the inclusion of third party
vendor information on identification cards; or (v) resulting from or arising out of claims,
demands or lawsuits brought against Aetna in connection with Services provided under the
Services Agreement.
(C) The party seeking indemnification under (A) or (B) above must notify the indemnifying party
within 20 days in writing of any actual or threatened action, suit or proceeding to which it claims
such indemnification applies. Failure to so notify the indemnifying party shall not be deemed a
waiver of the right to seek indemnification, unless the actions of the indemnifying party have
been prejudiced by the failure of the other party to provide notice within the required time
period.
The indemnifying party may then take steps to be joined as a party to such proceeding, and the
party seeking indemnification shall not oppose any such jointer. Whether or not such jointer
takes place, the indemnifying party shall provide the defense with respect to claims to which this
Section applies and in doing so shall have the right to control the defense and settlement with
respect to such claims.
The party seeking indemnification may assume responsibility for the direction of its own defense
at any time, including the right to settle or compromise any claim against it without the consent
of the indemnifying party, provided that in doing so it shall be deemed to have waived its right to
(B)
MSA 11
indemnification, except in cases where the indemnifying party has declined to defend against the
claim.
(D) Customer and Aetna agree that: (i) Aetna does not render medical services or treatments to Plan
Participants; (u) neither Customer nor Aetna is responsible for the health care that is delivered by
contracting health care providers; (iii) health care providers are solely responsible for the health
care they deliver to Plan Participants; (iv) health care providers are not the agents or employees
of Customer or Aetna; and (v) the indemnification obligations of (A) or (B) above do not apply
to any portion of any loss, liability, damage, expense, settlement, cost or obligation caused by the
acts or omissions of health care providers with respect to Plan Participants.
(E) The indemnification obligations under (A) above shall not apply to that portion of any loss,
liability, damage, expense, settlement, cost or obligation caused by any act undertaken by Aetna
at the direction of Customer, or by any failure, refusal, or omission to act, directed by the
Customer (other than services described in the Services Agreement). The indemnification
obligations under (B) above shall not apply to that portion of any loss, liability, damage, expense,
settlement, cost or obligation caused by any act undertaken by Customer at the direction of
Aetna, or by any failure, refusal, or omission to act, directed by the Aetna.
(F) The indemnification obligations under this Section 14 shall terminate upon the expiration of this
Services Agreement, except as to any matter concerning which a claim has been asserted by
notice to the other party at the time of such expiration or within two (2) years thereafter.
15. DEFENSE OF CLAIM LITIGATION
In the event of a legal, administrative or other action arising out of the administration, processing or
determination of a claim for Plan benefits, the party designated in this document as the fiduciary
which rendered the decision in the appeal last exercised by the Member which is being appealed to
the court ("appropriate named fiduciary") shall undertake the defense of such action at its expense
and settle such action when in its reasonable judgment it appears expedient to do so. If the other
party is also named as a party to such action, the appropriate named fiduciary will defend the other
party PROVIDED the action relates solely and directly to actions or failure to act by the appropriate
named fiduciary and there is no conflict of interest between the parties. Customer agrees to pay the
amount of Plan benefits included in any judgment or settlement in such action. The other party shall
not be liable for any other part of such judgment or settlement, including but not limited to legal
expenses and punitive damages, except to the extent provided in Section 14 Indemnification of the
Master Services Agreement.
16. REMEDIES
Other than in an action between the parties for third party indemnification, neither party shall be
liable to the other for any consequential, incidental or punitive damages whatsoever.
MSA 12
17. MEDIATION OF CERTAIN DISPUTES
If a dispute arises under this Agreement, the parties agree to resolve the dispute with the help of a
mediator mutually agreed upon by both parties. Any costs and fees, other than attorneys fees,
associated with the mediation shall be shared equally by the parties.
The City and Aetna hereby expressly agree that no claims or disputes between the parties arising out
of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding,
including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14)
or any applicable state arbitration statute.
18. NON-AETNA NETWORKS
If Aetna is requested by Customer to arrange for network services to be provided for Plan
Participants in a geographic area where Aetna does not have a network of providers under contract
to provide those services, Aetna may contract with another network of non -contracted providers
("non -Aetna networks") to provide the requested services. With respect to the services provided by
providers who are not under contract to Aetna or any of its subsidiaries ("non -Aetna providers"),
Customer acknowledges and agrees that, any other provisions of the Services Agreement
notwithstanding Aetna does not credential, monitor or oversee the providers or the administrative
procedures or practices of any non -Aetna networks; No particular discounts may, in fact, be
provided or made available by any particular providers; Such providers may not necessarily be
available, accessible or convenient; Any performance guarantees appearing in the Services Agreement
shall not apply to services delivered by non -Aetna providers or networks; Neither non -Aetna
providers nor non -Aetna networks are to be considered contractors or subcontractors of Aetna; and
such providers are providers in private practice, are neither agents nor employees of Aetna, and are
solely responsible for the health care services they deliver.
Customer further agrees that, if Aetna subsequently establishes its own contracted provider network
in a geographic area where services are being provided by a non -Aetna network, Aetna may terminate
the non -Aetna network contract, and begin providing services through a network that is subject to
the terms and provisions of the Services Agreement. Customer acknowledges that such conversion
may cause disruption, including the possibility that a particular provider in a non -Aetna network may
not be included in the replacement network.
19. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
(HIPAA) COMPLIANCE
In accordance with the services being provided under the Services Agreement, Aetna will have access
to, create and/or receive certain Protected Health Information ("PHI as defined in Appendix III),
thus necessitating a written agreement that meets the applicable requirements of the privacy and
security rules promulgated by the Federal Department of Health and Human Services ("HHS").
Customer and Aetna mutually agree to satisfy the foregoing regulatory requirements through
Appendix III to the Services Agreement.
As of the effective dates set forth therein, the provisions of Appendix III supercede any other
provision of the Services Agreement, which may be in conflict with such Appendix on or after the
applicable effective date.
MSA 13
20. GENERAL
(A) Relationship of the Parties - It is understood and agreed that Aetna is an agent with respect to
claim payments and an independent contractor with respect to all other Services being
performed pursuant to the Services Agreement. Aetna makes no guarantee and disclaims any
obligation to make any specific health care providers or any particular number of health care
providers available for use by Plan Participants or that any level of discounts or savings will be
afforded to or rea i7ed by Customer, the Plan or Plan Participants.
(B) Subcontractors - The work to be performed by Aetna under the Services Agreement may, at its
discretion, be performed directly by it or wholly or in part through a subsidiary or affiliate or
under a contract with an organization of its choosing. Aetna will remain liable for Services under
the Services Agreement.
(C) Advancement of Funds - If, in the normal course of business under the Services Agreement,
Aetna, or any other financial organization with which Aetna has a working arrangement, chooses
to advance any funds, Customer shall reimburse Aetna or such other financial organization for
such payment. In no event shall such advances by Aetna or any another financial organization be
construed as obligating Aetna or such organization to make further advances, or to assume
liability of Customer for the payment of Plan benefits.
(D) Communications - Aetna and Customer shall be entitled to rely upon any communication
believed by them to be genuine and to have been signed or presented by the proper party or
parties.
Neither party shall be bound by any notice, direction, requisition or request unless and until it
shall have been received in writing at (i) in the case of Aetna, 151 Farmington Avenue, Hartford,
Connecticut 06156, Attention: Plan Sponsor Services Site Manager, Aetna, (ii) in the case of the
Customer, at the address shown below, or (iii) at such other address as either party specifies for
the purposes of the Services Agreement by notice in writing addressed to the other party.
Notices or communications shall be sent by mail, facsimile transmission or other means of
communication.
Address: 221 East Main Street
Round Rock, TX 78664
(E) Force Majeure - Aetna shall not be liable for any failure to meet any of the obligations or
provide any of the services or benefits specified or required under the Services Agreement
including performance guarantees, where such failure to perform is due to any contingency
beyond the reasonable control of Aetna, its employees, officers or directors. Such contingencies
include, but are not limited to: acts or omissions of any person or entity not employed or
reasonably controlled by Aetna, its employees, officers or directors; acts of God; terrorism,
pandemic, fires; wars; accidents; labor disputes or shortages; governmental laws, ordinances,
rules, regulations, or the opinions rendered by any Court, whether valid or invalid.
(F) Miscellaneous - The Services Agreement shall be governed by and interpreted in accordance
with applicable federal law. To the extent such federal law does not govern, the Services
Agreement shall be governed by Texas law and the courts in such state shall have sole and
exclusive jurisdiction of any dispute related hereto or arising hereunder. No delay or failure of
either party in exercising any right hereunder shall be deemed to constitute a waiver of that right.
There are no intended third party beneficiaries of the Services Agreement. This Section and
Sections 3 through 13 and 15 through 17 shall survive termination of the Services Agreement.
MSA 14
The provisions of Section 14 shall survive termination only to the extent stated therein. The
headings in the Services Agreement are for reference only and shall not affect the interpretation
or construction of the Services Agreement. This Services Agreement (including incorporated
attachments) constitutes the complete and exclusive contract between the parties and supersedes
any and all prior or contemporaneous oral or written communications or proposals not expressly
included herein. No modification or amendment of this Services Agreement shall be valid unless
in a writing signed by a duly authorized representative of Aetna and a duly authorized
representative of Customer. By executing this Services Agreement, Customer acknowledges and
agrees that it has reviewed all terms and conditions incorporated into this Services Agreement
and intends to be legally bound by the same.
IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement to be
executed by their duly authorized representatives as of the day and year first written herein.
CUSTOMER AETNA LIFE INSURANCE COMPANY:
CITY 7.UND ROCK
By m
(44t411 1/7/14
By:
Name: P44,1
titl"C 1A% Ronald A. Williams
Title:
Date:
tvtatlo
tt
MSA 15
Chairman, Chief Executive Officer and President
Date: March 8, 2010
Financial Verification
SELF FUNDED MEDICAL PLAN
STATEMENT OF AVAILABLE SERVICES — PPO BASED PRODUCTS
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Services Agreement, the Services available from Aetna are
described below. Unless otherwise agreed in writing, only the Services selected by Customer in the
Service and Fee Schedule (as modified by Aetna from time to time pursuant to Section 6 of the
Master Services Agreement) will be provided by Aetna. Additional Services may be provided at
Customer's written request under the terms of the Services Agreement. This Statement of Available
Services shall supersede any previous SAS or other document describing the Services.
I. Excluded and/or Superseded Provisions of Master Services Agreement: NONE
II. Claim Fiduciary
Customer and Aetna agree that with respect to applicable state law,Aetna will be the
"appropriate named fiduciary" of the Plan for the firs t two levels of appeal for the purpose of
reviewing denied claims under the Plan. Customer understands that the perfiortance of
fiduciary duties under applicable state law necessarily involves the exercise of d cretion-on
Aetna's part in the determination and evaluation of facts and evidence presented in support of
any claim or appeal. Therefore, and to the extent not already implied as a•matter of law,
Customer hereby delegates to Aetna discretionary authority to determine entitlement to
benefits under the applicable Plan Documents for each claim received, including discretionary
authority to determine and evaluate facts and evidence, and discretionary authority to construe
the terms of the Plan.
If the denial is upheld in the second level of appeal, Aetna will determine if the appeal is
eligible for External Review Organization CERO"). If the appeal is eligible for ERO, then
Aetna will inform the Participant of his right to appeal to ERO. If the appeal is not eligible for
ERO or if the ERO upholds the denial, then Aetna will inform the Participant of his right to
appeal to the Customer for final review. Customer shall be the "appropriate named fiduciary"
of the Plan for the final appeal.
III. Administration Services:
A. Member and Claim Services:
1. Requests for Plan benefit payments for claims shall be made to Aetna on forms or
other appropriate means approved by Aetna. Such forms (or other appropriate means)
may include a consent to the release of medical, claims, and administrative records and
information to Aetna. Aetna will process and pay the claims for Plan benefits incurred
after the Effective Date using Aetna's normal claim determination, payment and audit
procedures and applicable cost control standards in a manner consistent with the
terms of the Plan and the Services Agreement. With respect to any Plan Participant
who makes a request for Plan benefits which is denied on behalf of Customer, Aetna
will notify said Plan Participant of the denial and of said Plan Participant's right of
review of the denial in accordance with ERISA.
2. Whenever it is determined that benefits and related charges are payable under the
Plan, Aetna will issue a payment of such benefits and related charges on behalf of
PPO Based Medical SAS 16
Customer. Funding of Plan benefits and related charges shall be made as provided in
Section 8 of the Master Services Agreement.
3. Where the Plan contains a coordination of benefits clause, antiduplication clause, or
provision(s) reducing benefits for injuries or illnesses caused or alleged to be caused by
third parties, Aetna will administer all claims consistent with such provisions and any
information concurrently in its possession as to duplicate coverage or the cause of the
injury or illness. Aetna shall have no obligation to recover sums owed to the Plan by
virtue of the Plan's rights to coordinate where the claim was incurred prior to the
Effective Date. Aetna has no obligation to bring actions based on subrogation or lien
rights, unless Subrogation Services are included herein, in which event its obligations
are governed by Article V of this Statement of Available Services.
B. Plan Sponsor Services:
1. Aetna will assign an Account Executive to Customer's account. The Account
Executive will be available to assist Customer in connection with the general
administration of the Services, ongoing communications with Customer and assistance
in claims administration and record-keeping systems for Customer's ongoing
operation of the Plan.
2. Upon request by Customer and consent by Aetna, Aetna will implement changes in
claims administration consistent with Customer's modifications of its Plan. A charge
may be assessed for implementing such changes. Customer's administration services
fees, as set forth in the Service and Fee. Schedule, will be revised if the foregoing
amendments or modifications increase Aetna s costs.
3. Aetna will provide the following reports to Customer for no additional charge:
(a) Monthly/Quarterly/Annual Accounting Reports - Aetna shall prepare the
following accounting reports in accordance with the benefit -account structure for
use by Customer in the financial management and administrative control of the
Plan benefits:
(i)
cu)
a monthly listing of funds requested and received for payment of Plan
benefits;
a monthly reconciliation of funds requested to claims paid within the benefit -
account structure;
(iii) a monthly or quarterly or annual listing of paid benefits; and
(iv) quarterly or annual standard claim analysis reports.
(b) Annual Accounting Reports - Aetna shall prepare standard annual accounting
reports for each major benefit line under the Plan for the Agreement Period that
include the following
(i) forecast of claim costs;
(ii) accounting of experience; and
PPO Based Medical SAS 17
(iii) calculation of Customer reserve.
(iv) outstanding issued report (IBNR) as of the last day of each Customer fiscal
year (September 30)
Any additional reporting formats and the price for any such reports shall be mutually
agreed upon by Customer and Aetna.
4. Aetna shall develop and install all agreed upon administrative and record keeping
systems, including the production of employee identification cards.
5. Aetna shall design and install a benefit -account structure separately by class of
employees, division, subsidiary, associated company, or other classification desired by
Customer.
6. Aetna shall provide plan design and underwriting services in connection with benefit
revisions, additions of new benefits and extensions of coverage to new Plan
Participants.
7. Aetna shall provide cost estimates and actuarial advice for benefit revisions, new
benefits and extensions of coverage being considered by Customer.
8. Upon request of Customer, Aetna will provide Customer with information reasonably
available to Aetna which is reasonably necessary for Customer to prepare reports for
the United States Internal Revenue Service and Department of Labor.
9. Aetna will provide assistance in connection with the initial set up, design and
preparation of Customer's Plan, subject to the direction, review and approval of
Customer. Customer shall have the final and sole authority regarding the benefits and
provisions of the self-insured portion of the Plan, as outlined in Customer's Plan
document. Customer acknowledges its responsibility to review and approve all Plan
documents and revisions thereto and to consult with Customer's legal counsel, at its
discretion, in connection with said review and approval. Aetna shall have no
responsibility or liability for the content of any of Customer's Plan documents,
regardless of the role Aetna may have played in the preparation of such documents.
10(a). Upon request of Customer, Aetna shall prepare an Aetna standard Plan description,
including benefit revisions, additions of new benefits, and extension of coverage under
the Plan. If the Customer elects to have an Aetna non-standard Plan description,
Aetna will provide a custom Plan description with all costs borne by Customer; or
10(b). Upon request of Customer, Aetna will review Customer -prepared employee Plan
descriptions, subject to the Customer's final and sole authority regarding benefits and
provisions in the self-insured portion of the Plan.
If Customer requires both preparation (a) and review (b), there may be an additional
charge.
PPO Based Medical SAS 18
11. Upon request by Customer, Aetna will arrange for the printing of Plan descriptions,
with all costs borne by Customer.
12. Upon request by Customer, Aetna will arrange for the custom printing of forms and
identification cards, with all costs borne by Customer.
IV. Aetna Health ConnectionsSM Services:
1. Utilization Management Inpatient and Outpatient Precertification:
Inpatient Precertification: A process for collecting information prior to an inpatient
confinement. The precertification process permits eligibility verification/confirmation,
initial determination of coverage, and communication with the physician and/or Plan
Participant in advance of the provision of the procedure, service or supply at issue.
Precertification also allows Aetna to identify Plan Participants for pre -service discharge
planning and to identify and register Plan Participants for specialized programs such as
Case Management and Disease Management.
Outpatient Precertification (not applicable to Indemnity or PPO Products): A
process for reviewing selected ambulatory procedures, surgeries, diagnostic tests, home
health care and durable medical equipment. The goais=of .this process (which may vary
based on the requirements of any Aexcel Product(s) elected) are:
- Assessment of the level and quality of the services provided;
- Determination of the coverage of the proposed treatment;
- Identification of care and treatment alternatives, when appropriate; and
- Identification of Plan Participants for referral to specialized programs.
2. Utilization Management Concurrent Review:
• Concurrent review encompasses those aspects of patient management that take place
during the provision of services at an inpatient level of care or during an ongoing
outpatient course of treatment.
• Inpatient concurrent review is conducted telephonically or on-site at the facility where
care is delivered.
• The concurrent review process includes:
- Obtaining necessary information from practitioners and providers regarding the
care being provided to Plan Participants;
— Assessing the clinical condition of Plan Participants and the ongoing provision of
medical services and treatments to determine benefit coverage;
— Notifying practitioners and providers of coverage determinations in the
appropriate manner and within the appropriate time frame;
— Identifying continuing care needs early in the inpatient stay to facilitate discharge
to the appropriate setting; and
- Identifying Plan Participants for referral to covered specialty programs such as
Case Management, Behavioral Health and Disease Management.
PPO Based Medical SAS 19
3. Utilization Management Discharge Planting:
This is an interdisciplinary process that assists Plan Participants as their medical condition
changes and they transition from the inpatient setting. Discharge planning may be initiated
at any stage of the Patient Management process. Assessment of potential discharge
planning needs begins at the time of notification, and coordination of discharge plans
commences upon identification of post discharge needs during precertification or
concurrent review. This program may include evaluation of alternate care settings and
identification of care needed after discharge. The goal is to provide continuing quality of
care and to avoid delay in discharge due to lack of outpatient support.
4. Utilization Management Retrospective Review:
Retrospective review is the process of reviewing coverage requests for initial certification
after the service has been provided or when the Plan Participant is no longer in-patient or
receiving the service. Retrospective review includes making coverage determinations for
the appropriate level of service consistent with the Plan Participant's needs at the time the
service was provided after confirming eligibility and the availability of benefits within the
Plan Participant's benefit plan.
5. Case Management Program:
The Aetna Case Management program is a collaborative process of assessment, planning,
facilitation and advocacy for options and services to meet an individual's health needs
through communication and available resources to promote quality, cost-effective
outcomes.
Those Plan Participants with diagnoses and clinical situations for which a sperialired
nurse, working with the Plan Participant and their physician, can make an impact to the
course or outcome of care and/or reduce medical costs will be accepted into the program
at Aetna's discretion. Case management staff strives to enhance the Plan Participant's
quality of life, support continuity of care, facilitate provision of services in the appropriate
setting and manage cost and resource allocation to promote quality, cost-effective
outcomes. Case Managers collaborate with the Plan Participant, family, caregiver,
physician and healthcare provider community to coordinate care, with a focus on closing
gaps in the Plan Participant's care and maximizing quality outcomes.
Aetna operates two types of case management programs:
• Complex Case Management targets Plan Participants who have already experienced a
health event and are likely to have care and benefit coordination needs after the event.
The objective for Case Managers is to identify care or benefit coordination needs
which lead to faster or more favorable clinical outcomes and/or reduced medical
costs.
• Proactive Case Management targets Plan Participants, from Aetna's perspective, who
are misusing, over -using or under -utilizing the health care system, leading them
towards avoidable and costly health events. This program's objective is to confirm
gaps in Plan Participants' care leading to their over -use, misuse, or under -use, and to
work with the Plan Participant and their physician to close those gaps.
PPO Based Medical SAS 20
6. Infertility Case Management
Aetna operates two types of infertility programs:
• Basic Infertility Program coordinates covered diagnostic services and treatment of the
underlying medical causes of infertility, helps Plan Participants understand complex
infertility treatments and helps control treatment costs through care coordination and
patient education.
Infertility Case Management Program provides education and information resources
for Plan Participants who are experiencing infertility. Depending on the plan selected,
the program may guide eligible Plan Participants to a select network of infertility
providers for covered or non -covered services. If the services are covered, Aetna's
Infertility Management Unit issues any appropriate authorizations required under the
Plan.
7. National Medical Excellence/Institutes of Excellence Program/Institutes of
Quality:
The National Medical Excellence program was created to help arrange for access to
effective care for Plan Participants with particularly difficult conditions requiring
transplants or complex cardiac, neurosurgical or other procedures, when the needed care is
not available in a Plan Participant's service area. The program utilizes a national network
of experienced providers and facilities selected based on their volume of cases and clinical
outcomes. The National Medical Excellence Unit provides specialized Case Management
through the use of nurse case managers, each with procedure and/or disease-specific
training.
The Aetna Institutes of Excellence (IOE) transplant network was established to enhance
quality standards and lower the cost of transplant care for Plan Participants. It is made up
of a select group of hospitals and transplant centers that meet quality standards for the
number of transplants performed and their outcomes, as well as access criteria for Plan
Participants. IOE facilities have agreed to specific contractual terms and conditions and
are selected and recognized by transplant type. The following criteria are applied to each
facility prior to being selected for the IOE network:
• Quality — enhanced organ-specific credentialing and quality standards;
• Access — the national availability of, and need for, transplant facilities on a transplant -
specific basis. Need is assessed relative to the distribution of membership and relative
incidence of transplant types;
• Cost — provider contracts reflect lower negotiated rates.
The Aetna Institutes of Quality (IOQ) are a national network of health care facilities that
are designated based on measures of clinical performance, access and efficiency for
bariatric surgery. Bariatric surgery, also known as weight loss surgery, refers to various
surgical procedures to treat people living with morbid, or extreme, obesity.
PPO Based Medical SAS 21
Facilities selected for the network met the following criteria:
• Have significant experience in bariatric surgery, including a minimum of 125
procedures in the most recent calendar year - aligns with nationally recognized
organizations.
• Have evidence -based and recognized standards for clinical outcomes, processes of
care and patient safety.
• Provide ongoing follow-up programs and support for their bariatric surgery patients.
• Adhere to Aetna's standards for Participant access to the facility and Aetna
participating providers.
• Demonstrate efficiency in providing care based on overall cost of care, readmission
rates and comprehensiveness of program.
8. MedQuerySM
The MedQuery program is a data -mining initiative, aimed at turning Aetna's data into
information that physicians can use to improve clinical quality and patient safety. Through
the program, Aetna's data is analyzed and the resulting information gives physicians access
to a broader view of the Plan Participant's clinical profile. The data which fuels this
program includes claim history, current medical claims, pharmacy, physician encounter
reports, and patient demographics. Data is mined on a weekly basis and compared with
evidence -based treatment recommendations to find possible errors, gaps, omissions
(meaning, for example, that a certain accepted treatment regimens may be absent) or co -
missions in care (meaning, for example, drug -to -drug or drug -to disease interactions).
When MedQuery identifies a Plan Participant whose data indicates that there may be an
opportunity to improve care, outreach is made to the treating physician based on the
apparent urgency of the situation. For customers who have elected the buy -up of
MedQuery with Member Messaging feature, in certain situations outreach will be made
directly to the Plan Participant by MedQuery, requesting that the Plan Participant discuss
with their physician, specific opportunities to improve their care.
When available information reveals lack of compliance with a clinical risk, condition, or
demographic -related recommendation for preventive care, a Preventive Care
Consideration ("PCC") is generated. The PCC is a preventive/wellness alert sent to the
Member electronically via the Member's Personal Health Record. Paper copies of a PCC,
delivered via U.S. Mail, are also available as a buy up option.
PPO Based Medical SAS 22
9. Aetna Health ConnectionsSM Disease Management
Aetna Health ConnectionsSM is Aetna's new approach to medical management, and is a
critical component of Aetna's ongoing commitment to assisting to improve care for Plan
Participants. Most traditional medical management programs focus only on the 20% of
Plan Participants who are typically in poor health and represent the majority of medical
costs. Aetna Health ConnectionsSM will continue to identify those Plan Participants at
highest risks of deteriorating health, but also expands its focus and programs to include
well Plan Participants. Regardless of their health status, Plan Participants will find that
Aetna offers programs or web -based tools to help them become more informed health
consumers, more aware of their own health status, and more engaged in taking action to
improve or maintain their health.
Aetna Health ConnectionsSM Disease Management is an enhancement to Aetna's
medical/disease management spectrum and will target Plan Participants at risk for high
cost who have actionable gaps in care, engage the Plan Participants at the appropriate
level, and assist the Plan Participant to close gaps in care in order to avoid complications,
improve clinical outcomes and demonstrate medical cost savings.
While traditional disease management is focused on delivering education to Plan
Participants about a specific chronic condition, Aetna Health Connections SM focuses on
the entire person with specific interventions driven by the CareEngine® System, a
patented, analytical technology platform that continuously compares individual patient
information against widely accepted evidence -based best medical practices in order to
identify gaps in care, medical errors and quality issues.
10. Healthy Outlook Program:
This program directs focused support and resources toward Plan Participants within a
defined disease population, as determined by Aetna. The goal of this program is to provide
disease management services for Plan Participants with chronic conditions, in an effort to
improve health status and quality of life. This program identifies Plan Participant
populations at risk for certain chronic diseases, with a focus on education for the Plan
Participant and provider to maximize positive health outcomes. This program offers
individual disease management focused on assisting the Plan Participant to identify and
address health risk factors associated with their chronic condition. It also offers Plan
Participants the opportunity to order educational materials that contain information about
certain chronic diseases or conditions (e.g., asthma, congestive heart failure, coronary
artery disease, and diabetes).
11. Beginning RightSM Maternity Program:
Through an intensive focus on prevention, early treatment and education, the Beginning
RightSM Maternity Program provides women with the tools to help improve pregnancy
outcomes and control maternity -care costs through a variety of services including. risk
identification, care coordination by obstetrical nurses and board certified OB/GYNs and
Plan Participant support.
PPO Based Medical SAS 23
12. Informed Health Line:
Informed Health Line (IHL) provides Plan Participants with a toll-free 24-hour/7 day
health telephonic access to registered nurses experienced in providing information on a
variety of health topics. The nurses can contribute to informed health care decision-
making and optimal patient/provider relationships through coaching and support. The
nurses cannot diagnose, prescribe treatment or give medical advice, but they can provide
Plan Participants with information on a broad spectrum of health issues, including self-
care, prevention, chronic conditions and complex medical situations. Plan Participants can
also access the Audio Health Library, a recorded collection of more than 2,000 health
topics, available in English and Spanish. Plan Participants can register on Aetna Navigator,
Aetna's member and consumer website, and access Health wise Knowledgebase, another
valuable resource of information on thousands of health topics.
The range of available service components are purchased according to the following
categories:
A. Nurseline 1-800# Only. This includes toll-free telephone access to the Informed
Health Line Nurseline.
B. Service Plus. This includes the following components:
1. Toll-free telephone access to the Informed Health Line Nurseline.
2. Introductory program announcement letter.
3. Reminder postcards mailed directly to Plan Participants' homes through the year.
4. Semi-annual Activity Utilization Report.
C. Optional Service Features. These features may be purchased in conjunction with the
"Service Plus" package and include:
1. Additional introductory kit including Informed Health handbook, flyer with
attached wallet cards and refrigerator magnet.
2. Annual Plan Participant survey and Comprehensive Results Report which reflects
outcomes, Plan Participant satisfaction and savings results.
13. Wellness Counseling.
This service provides personalized decision support, educational materials, and targeted
nurse outreach coaching Plan Participants to a healthier lifestyle through behavioral
modification, education, and facilitation of the most effective utilization of Plan
Participants benefits. Additionally, action plans may be developed and reviewed with Plan
Participants, as appropriate. Plan Participants are identified for participation in wellness
counseling through completion of the Simple Steps To A Healthier Life® health risk
assessment.
PPO Based Medical SAS 24
14. Healthy Body, Healthy Weight
This service is a voluntary, one-year program for eligible Plan Participants who access the
program by taking the Web -based Simple Steps To A Healthier Life® health assessment.
Plan Participants are categorized as low, intermediate or high-risk. The frequency and
intensity of program interactions are determined based on the Plan Participants' risk
stratification and health status.
All program Plan Participants receive an initial call from an Aetna registered
nurse/nutritionist who will:
• Provide information on nutrition, healthy menus and exercise.
• Review available health information resources.
• Provide motivational tools, indiiding a pedometer and discounts to a participating
community-based weight loss program.
• Identify opportunities for referral to other Aetna programs (e.g. disease management,
case management, behavioral health).
• Place a follow-up call to review the Plan Participant's progress and offer support.
• Based on their individual risk factors and health status, Plan Participants may also
receive:
- Ongoing telephone outreach from and access to a weight loss therapist, to include
a nutritional and "readiness -to -change" assessment.
- Additional motivational tools to encourage participation.
— Regular follow-up at 3-, 6-, and 9 -month intervals to monitor weight loss,
medication compliance (if applicable) and adherence to recommended exercise
programs.
15. Onsite Health Screening Services:
Aetna's Onsite Health Screening Services help employers engage and educate their
employees about wellness at the workplace. These offerings provide turnkey solutions to
support employers' overall wellness strategies, increase consumerism and promote
informed -decision making. Offerings include:
• Onsite Health Screenings (blood pressure, diabetes, cholesterol, BMI, etc.)
• Onsite Workshops: education on specific health conditions and diseases
(cardiovascular disease, diabetes, cancer screening, etc.)
• Special Awareness Campaigns: health campaigns that can be customized to meet
customer needs
• Worksite Educational Resources: turnkey educational programs that focus on
Women's Health, Men's Health and Children's Health.
PPO Based Medical SAS 25
16. Simple Steps To A Healthier Life®:
Aetna InteliHealth, Inc. ("Aetna InteliHealth"), a Delaware corporation and an indirect
wholly-owned subsidiary of Aetna Inc. and an affiliate of Aetna Life Insurance Company
("Aetna") (Aetna InteliHealth and Aetna are collectively referred to as "InteliHealth"), has
developed an internet-based comprehensive management information resource, known as
"Simple Steps To A Healthier Life" (the "Life Program") and located at www.aetna.com,
to be hosted by Aetna InteliHealth and designed for the eligible employees and
dependants of subscribing employers (the "Users"). The Life Program is an online service
that offers advice relating to disease prevention, condition education, behavior
modification and health promotion programs that may contribute to the health and
productivity of employees. The Life Program allows Users to create a health assessment
profile that generates personalized health reports. Upon completion of the health
assessment, Users also have access to an action plan with links to personalized online
wellness programs (offered through HealthMedia, Inc.)
Refer to Appendix IV for features, system requirements and certain terms and conditions
for use of this service. Customer affirms that by selecting Simple Steps To A Healthier
Life on the Service and Fee Schedule attached to and made a part of the Services
Agreement, Customer agrees to the terms and conditions of use set forth in Appendix IV.
17. Personal Health Record:
Personal Health Record (PHR) is a collection of personal health information about an
individual Member that is stored electronically. The PHR is designed so that the member
can maintain his or her own comprehensive health record. In a PHR developed by a health
plan, health information is commonly derived from claims data collected during plan
administration activities. Health information may be supplemented with information
entered by the health plan member.
Aetna offers the Aetna CareEngine?-Powered PHR (for Customers who have elected
this buy -up option). The CaiEngine-Powered PHR combines the basic functions of a PHR
with a personab7ed, proactive, evidence -based messaging platform. As above, it's pre -
populated with health information from Aetna's claims system. Members can also input
personal health information themselves. An online health assessment is available to
facilitate the self -reporting process. The Aetna CareEngine-Powered PHR also offers:
■ Personalized messaging and alerts based on medical claims, pharmacy claims, and
demographic information, and lab reports.
• Original condition -specific content developed and reviewed by doctors from the
Harvard Medical School and the Aetna InteliHealth editorial team.
• Aetna's personalized, interactive health and wellness program, Simpk Steps To A
Healthier Life.
• Informed Care Decisions, an online decision support tool that provides treatment
information for more than 40 diseases and conditions.
Aetna offers a PHR program called Health Trackers Incentive that may include an
incentive to encourage members to enter their personal information and create a more
complete picture of their health. This incentive will be paid out on a quarterly basis; the
amount of the incentive is determined by the Customer.
PPO Based Medical SAS 26
18. Focused Psychiatric Review (FPR):
A program which provides phone -based utilization review of inpatient behavioral health
admissions (mental health and chemical dependency) intended to contain confinements to
appropriate lengths, assess medical necessity and appropriateness of care, and control
costs. This program includes a precertification process which collects information prior to
an inpatient confinement, deteunination of the coverage of the proposed treatment,
assessment of the level of services provided, as well as concurrent review which monitors
a Plan Participant's progress after a patient is admitted.
19. Managed Behavioral Health:
A set of services that includes both inpatient and outpatient care management.
• Inpatient Care Management provides phone -based utilization review of inpatient
behavioral health (mental health and chemical dependency) admissions intended to
contain confinements to appropriate lengths, assure medical necessity and
appropriateness of care, and control costs. Inpatient Care Management provides
precertification, concurrent review and discharge planning of inpatient behavioral
health admissions. These services also include identification of Plan Participants for
referral to specialized programs such as Behavioral Health Disease Management
programs, Intensive Case Management or Medical Psychiatric Case Management.
■ Outpatient Care Management includes precertification on a limited number of
selected services. Where precertification is required, the request for services is
reviewed against a set of criteria established by clinical experts and administered by
trained staff, in order to determine coverage of the proposed treatment. Where
precertification is not required, cases are identified for Outpatient Case Management
through the application of clinical algorithms.
20. Intensive Case Management (Behavioral Health):
This program is designed for Plan Participants who have complex behavioral health
(mental health and chemical dependency) conditions that require a specialized approach in
order for care to be effective in relieving symptoms and improving the quality of their
lives. Intensive Case Management is a process of identifying these high risk persons,
assessing opportunities to coordinate care among multiple providers, identifying
opportunities to improve treatment compliance, and facilitating coordination among
support groups and supportive family members. These activities are designed to improve
the individual Plan Participant's clinical condition and lower readmission rates.
PPO Based Medical SAS 27
21. Medical Psychiatric Case Management
The Medical Psychiatric Case Management program (Med Psych) is designed to help Plan
Participants who have simultaneous medical and behavioral health conditions. As one
condition may affect the successful treatment of the other, the need for care coordination
between Medical Management nurses and Behavioral Health case managers is high. Plan
Participants enrolled in this program are identified through the efforts of Aetna medical
and behavioral health case/disease managers who screen for co -morbid conditions.
Additionally, enrollees can be identified through Aetna's predictive models and clinical
algorithms. The Med Psych case managers provide service coordination with medical case
managers as well as follow-up support for the Plan Participant.
22. Depression Disease Management:
This program facilitates the application of evidence -based treatment intervention and
enhances the cost-effective use of pharmacy benefits to maximize responses to
antidepressant medication. The program consists of the following components: self-
assessment for depression and co -morbid disorders; online services related to depression
and its treatment; decision -support tools; and case management telephonic outreach and
coordination with pharmacy, primary care physicians and behavioral health professionals
to assist with access to services as well as enhanced compliance.
23. Anxiety Disease Management:
This program facilitates the application of evidence -based treatment interventions and
enhances the cost-effective use of pharmacy benefits to maximize management of, and
recovery from, the symptoms of anxiety disorders. Plan Participants are identified for this
program using claims data and referrals, and are then screened by a behavioral health
professional to determine appropriate intervention. For those Plan Participants identified
with chronic anxiety diagnoses and/or medical diagnoses with associated anxiety, case
management may be deemed appropriate.
24. Alcohol Disease Management:
A program with variability to assist in meeting the needs of the Plan Participant who has
been identified as early in the course of the disease, as the more chronic alcoholic, or an
individual with another psychiatric disorder such as depression. As appropriate, clinicians
with expertise in alcohol treatment reach out to the Plan Participant to provide support
and education using case management and relapse prevention strategies. There can be
collaboration with behavioral health providers, the primary care physician or family
members and facilitated linkages for services.
PPO Based Medical SAS 28
25. Quit Tobacco:
This program is designated to provide helpful tools to Plan Participants who want to stop
using tobacco. Plan Participants may opt to participate in the voluntary, limited -duration
program by calling a toll-free number, or by using Aetna's Navigator interne site. The
program offers Plan Participants access to telephonic counseling, educational materials,
including a self-help guide, and interactive web tools. Plan Participants who have
registered for the program, completed the health assessment questionnaire and completed
certain coaching sessions may also have access to the limited supply of over the counter
nicotine replacement therapy items (gum, patch and lozenge).
26. Healthy Lifestyle Coaching.
The Healthy Coaching Lifestyle program provides online educational materials, web -based
tools and telephonic coaching interventions with a primary health coach that utilizes
incentives and rewards to encourage engagement and continued program participation.
The program is designed to help Plan Participants quit smoking, manage their weight, deal
more effectively with stress and learn about proper nutrition and physical fitness.
27. High Tech Radiology Program:
The radiology program is to promote the most appropriate and effective use of outpatient
diagnostic imaging services. Aetna will maintain broad and national or regional access and
experience interacting with free-standing radiology network facilities which include the
following services: Computed Tomography/Coronary Computed Tomography
Angiograph (CT/CTA), Magnetic Resonance Tomography, Magnetic Resonance
Angiography (MRIs/MRAs), Nuclear Medicine and Positron Emission Tomography
(PET) and/or PET/CT Fusion. The High Tech Radiology program will be administered
by Aetna vendors through a clinical certification process. This program should result in
the following benefits:
• Immediate reductions in current radiology spending for unnecessary or inappropriate
services.
■ Utilization management for clinically appropriate and cost-effective use of diagnostic
imaging services.
• Improved services, quality and customer satisfaction.
Vendors can assist physicians or their staff in finding the most cost-effective, quality
radiology facility closest to the managed Plan Participant's home. Aetna will maintain
oversight on vendors operations and ensure procedures are consistent with company
policies and procedures and meet with the accreditation standards of NCQA and URAC.
28. Flexible Medical Model
This program provides the Customer with the option to purchase more clinical resources
devoted specifically to their Members. The Flex Model provides a Single Point of Contact
Nurse (SPOC) and designated team to handle all case management activities for three
levels of Flex Model Options, as elected. Aetna will engage in outbound Member outreach
calls to provide case management support based on specific criteria.
PPO Based Medical SAS 29
Includes a designated team to provide centralized case management services for all case
management activities (i.e., Case Management referrals, PULSE assessment and High
Dollar Claims).
• Single Point of Contact Nurse designated for the plan sponsor, with appropriate back
up.
• Nurse Case Managers make pre -admission and post discharge calls, for a limited
number of targeted diagnoses, to assess the Member's health care needs and to
provide information that will help meet their specific needs. To accomplish this, the
Case Managers:
Assess the Member's preparedness for admission.
Evaluate the potential for discharge planning needs.
Provide guidance on how to avoid post-surgery complications, using pain medications
as prescribed, following their treatment plan, and contacting their physician early if
they have questions about the course of recovery.
• Customization to the CM trigger list, such as High Dollar claims reviewed at a lower
threshold.
Includes Option 1 elements plus:
• Pre -admission and Post Discharge calls for all diagnoses/conditions except maternity
and behavioral health.
• Outreach to Members based on PULSE assessment who have scores of 10 or greater
or one or more action flags.
Includes Option 2 elements plus:
• Additional outreach options as determined by the plan sponsor:
Frequent Emergency Room Visits.
Informed Health Line call backs;
Post Partum Calls.
Pharmacy Non -Compliance (Aetna pharmacy data or imported pharmacy data
required).
Multiple Visits to Multiple Providers.
29. Aetna Compassionate Caren' Program
The Aetna Compassionate Care program provides additional support to terminally ill
members and their families. It removes barriers to hospice and provides more choices for
end -of -life care, so that members are able to spend their time with family and friends
outside a hospital setting
PPO Based Medical SAS 30
Aetna Compassionate Care Website www.aetnacompassionatecareprogram.com is
available to all Aetna customers as part of our standard medical plan offering. It provides:
■ Information on the dying process, the grieving process, hospice and palliative care
support
■ Information about decisions to be made, a checklist of important documents to
compile, plus printable Advanced Directives and Living Will forms for several states
• Tips for beginning a discussion with loved ones about end -of -life wishes
ACCP Enhanced Hospice Benefits Package
The enhanced hospice benefits package includes the following
■ The option for a member to continue to seek curative care while in hospice
• The ability to enroll in a hospice program with a 12 -month terminal prognosis
• The elimination of the current hospice day and dollar maximum plan limits
■ Respite and bereavement services are now included as part of the new enhanced
hospice benefits. The hospice services provided through a hospice regularly include
these services and are coordinated by the hospice agency providing care and the Aetna
nurse case manager precertifying care for the member. In addition, bereavement
services are also available through the Aetna EAP for plan sponsors without an EAP
vendor.
Bereavement counseling shall be available both to Members upon kiss of a loved one and
to family and caregivers of a Member enrolled in ACCP following the death of such
Member.
30. Aetna Health Connections — Direct2you:
Aetna Health Connections — Direct2you, Aetna's Worksite Health Services Program, is an
expansion of our Aetna Health Connections Disease Management and Wellness Programs,
which are delivered telephonically. AHC — Direct2you will offer worksite delivery of
several Aetna Health Connections programs.
AHC — Direct2you will include: Aetna Health Connections (AHC) Disease Management
Program and Wellness Counseling Onsite.
Employee Assistance Program (EAP) will be included if EAP is elected and applicable to
the Plan. EAP network providers will provide onsite EAP counseling services,
management consultation services and training seminars.
Member engagement is key to the success of employee health and wellness programs.
Onsite programs result in higher engagement levels than telephonic only delivery of
programs.
V. Network Access Services:
A. Aetna shall provide Plan Participants with access to Aetna's network hospitals, physicians
and other health care providers ("Network Providers") who have agreed to provide
services at agreed upon rates and who are participating in the Network covering the Plan
Participants (which, for any Aexcel product(s) elected, may be subject to further criteria
depending on the Product model).
PPO Based Medical SAS 31
B. When a claim is submitted for services incurred after the Effective Date, covered by the
Plan, and performed by a Network Provider, Aetna will issue a payment on behalf of
Customer for those services in an amount determined in accordance with the Aetna
contract with the Network Provider and the Plan benefits. In addition to standard fee -for -
services rates, these contracted rates with network providers may also be based on case
rates, per diems and in some circumstances, include risk -adjustment mechanisms, quality
incentives, pay -for -performance and other incentive and adjustment mechanisms
Retroactive adjustments are occasionally made to Aetna's contract rates (e.g., because the
federal government does not issue cost of living data in sufficient time for an adjustment
to be made on a timely basis, or because contract negotiations were not completed by the
end of the prior price period or due to contract dispute settlements). In all cases, Aetna
shall adjust Customer's payments accordingly. Customer's liability for all such adjustments
shall survive the termination of this Services Agreement.
C. Aetna reserves the right to set a minimum plan benefit design structure for in -area
network claims to which Customer must comply in order to participate in Aetna's
Network Program.
D. Aetna will provide Customer with physician directories in an amount up to 100% of
eligible employees plus 20% of the current enrolled employees. Customer shall pay the
costs of providing any additional directories which it requests.
VI. Subrogation Services:
Aetna will provide assistance to Customer for subrogation/reimbursement services, which will
be delegated to an organization of Aetna's choosing in accordance with Section 20.B of the
Master Services Agreement. Any reference in this section to "Aetna" shall be deemed to
include a reference to its contracted representative, unless a different meaning is clearly
required by the context.
Subrogation/reimbursement language must be included in the Customer's summary plan
description (SPD) and the SPD must be finalized and available to Customer's employees
before subrogation/reimbursement matters can be investigated and pursued. Aetna will
continue to process claims during the investigation process. Aetna will not pend or deny claims
for subrogation/reimbursement purposes.
Aetna or its contracted representative shall retain a percentage of any monies collected while
pursuing subrogation/reimbursement recoveries. This fee includes reasonable expenses.
Reasonable expenses include but are not limited to (a) collection agency fees, (b) police and
fire reports, (c) asset checks, (d) locate reports and (e) attorneys' fees.
Aetna shall advise Customer if the pursuit of recovery requires initiation of formal litigation. In
such event, Customer shall have the option to approve or disapprove the initiation of
litigation.
Aetna will credit net recoveries to the Customer. Aetna does not adjust individual member
claims for subrogation/reimbursement recoveries.
Aetna has the exdusive discretion: (a) to decide whether to pursue potential recoveries on
subrogation/reimbursement claims; (b) to determine the reasonable methods used to pursue
recoveries on such claims, subject to the proviso with respect to initiation of formal litigation
PPO Based Medical SAS 32
above; and (c) to decide whether to accept any settlement offer relating to a
subrogation/reimbursement claim.
If no monies are recovered as a result of the subrogation/reimbursement pursuit, no fees or
expenses incurred by Aetna for subrogation/reimbursement activities will be charged to
Customer.
Notwithstanding the above, should Customer pursue, recover by settlement or otherwise,
waive any subrogation/ reimbursement claim, or instruct Aetna to cease pursuit of a potential
subrogation claim, Aetna will be entitled to its standard fee, which will be calculated based on
the full amount of claims paid at the time Customer resolves the file or instructs Aetna to
cease pursuit.
If Customer notifies Aetna of its election to terminate the Services provided by Aetna, all
claims identified for potential subrogation/reimbursement recovery prior to the date
notification of such election is received, including both open subrogation files and claims still
under investigation, shall be handled to conclusion by Aetna and shall be govemed by the
terms of this provision, unless otherwise mutually agreed. Aetna will not investigate or handle
subrogation/reimbursement cases or recoveries on any matters identified after Customer's
termination date.
VII. Group Health Certification Services Relative to P.L. 104-191, the Health Insurance
Portability and Accountability Act of 1996 and Related Regulations
Aetna will assist the Customer with the preparation and distribution of Certifications of Prior
Group Health Coverage for health expense coverage which is administered under the terms of
the Services Agreement. Aetna will be entitled to rely upon the information provided by the
Customer in the production and distribution of such certifications.
VIII. Performance Guarantees
Any Performance Guarantees applicable to Aetna's provision of Services pursuant to the Self
Funded Medical Plan are attached in Appendix II of the Services Agreement.
IX. Fees
The following Administrative Fees are provided in conjunction with Aetna's Services relating
to the self funded medical products offered under the Plan Sponsor's self funded benefits plan.
All Administrative Fees from this SAS are summarized in the following Service and Fee
Schedule.
PPO Based Medical SAS 33
SERVICE AND FEE SCHEDULE
The corresponding Service Fees effective for the period beginning January 1, 2010 and ending December 31,
2010 are specified below. They shall be amended for future periods, in accordance with Section 6 of the Master
Services Agreement. Any reference to "Member" shall mean a Plan Participant as defined in the Master Services
Aereement.
Product
Per Employee* Per Month Fee -
*A person within classes that are specifically described
in Appendix I, induding employees, retirees, COBRA
continuees and any other persons including those of
subsidiaries and affiliates of Customer who are
reported, in writing, to Aetna for inclusion in the
Services Agreement.
I.
Administration
Aetna Choice POS II Medical
$31.56
Basic Vision
$ 1.00
Services applicable and included in above PEPM fees (except where indicated
otherwise)
I.
Administration
Services
Included
II.
Aetna Health ConnectionsSM Services
Included
•
Utilization Management Inpatient and Outpatient Precertification
Included
•
Utilization Management Concurrent Review
Included
•
Utilization Management Discharge Planning
Included
•
Utilization Management Retrospective Review
Included
•
Case Management Program
Included
•
Infertility Case Management
Included
•
National Medical Excellence/ Institutes of Excellence with transportation and
lodging expense
Included
•
MedQuerysM with Member Messaging
Included
•
MedQuerysM without Member Messaging
Not Included
•
Preventive Care Consideration (PCC) paper copy
Not Included
•
Aetna Health ConnectionssM Disease Management
Included
•
•
•
Healthy Outlook Programs as follows:
Asthma
Coronary Artery Disease
Not Included
PPO Based Medical SFS
34
•
•
Chronic Heart Failure
Diabetes
Subrogation
Program
•
Beginning RightsM Maternity Program
Included''
•
•
•
Informed Health Line as follows
Nurseline 1-800# Only
Included'
•
Wellness Counseling
Not Included
•
Healthy Body, Healthy Weight
Not Included
1
•
Onsite Health Screening Services
Not Inchided
•
Simple Steps To A Healthier Life®
Included'''
•
Personal Health Record
CareEngine®-Powered PHR
PHR Health Tracker Incentive
Not Included
•
Focused Psychiatric Review
Not Included
•
Managed Behavioral Health
Included''
•
Intensive Case Management
Included
•
Medical/Psychiatric Case Management
Not Inclued
•
Depression Disease Management
Not Includded
•
Anxiety Disease Management
Not Included
•
Alcohol Disease Management
Not Incl>ded
•
Quit Tobacco
I
Not Included
•
Healthy Lifestyle Coaching
Not Inch ded
i
•
High Tech Radiology Program
Not Inc1>pded
•
Direct2You, Aetna's Worksite Health Services Program
Not Included
Flexible Medical Model
Not Inch
ded
•
Aetna's Compassionate Cares"' Program
Included'
•
ACCP Enhanced Hospice Benefits Package
Not Inchtided
IV. Aetna
Included
23.5% of recovered amount will be retained by subrogation vendor
Subrogation
Program
V. Group Health
PPO Based Medical SFS
35
Certification
Services
Included at a charge of $0.20 per employee per month
VI. National Advantage
Program (NAP)
National Advantage -
Facility Charge Review
(NAP -FCR)
National Advantage -
Facility Charge Review
(NAP-FCR/MBB)
National Advantage -
Facility Charge Review
(NAP-FCR/FD)
National Advantage—
Itemized Bill
Review(IBR)
Included
Not Included
Not Included
Not Included
National Advantage Access Fee:
50% of Aggregate Savings —
Fee will be induded in Plan Benefit Funding
Request from Bank
Aetna also may adjust Service Fees effective as of the date on which any of the following occurs.
(1) If, for any product, there is a:
• 15% decrease in the number of Employees from the number assumed in Aetna's quotation
of September 1, 2009, or from any subsequently reset assumptions.
Name of Product(s) Assumed Number of Employees
Choice POS II 771 Employees
• 10% increase in the Member to Employee ratio from the ratio assumed in Aetna's quotation
of September 1, 2009, or from any subsequently reset assumptions.
Name of Product(s) Assumed Ratio
Choice POS II 2.0 Members to 771 Employees
(2) Change in Plan - A material change in Plan is initiated by the Customer or by legislative action.
(3)
Change in Claim Administration - A material change in claim payment requirements or
procedures, account structure, or any other change materially affecting the manner or cost of
paying benefits.
PPO Based Medical SFS 36
Late Payment Charges
In addition to any termination rights under the Services Agreement which may apply, if the
Customer fails to provide funds on a timely basis to cover Plan benefit payments as provided in
Section 8 of the Master Services Agreement, and/or fails to pay Service Fees on a timely basis as
provided in Section 6 of the Master Services Agreement, Aetna will assess a late payment charge. The
charge for 2010 will be as follows:
(i) late funds to cover Plan benefit payments (e.g., late wire transfers): 12% annual rate
(ii) late payments of Service Fees: 12% annual rate
In addition, Aetna will assess a charge to recover its costs of collection including reasonable
attorneys' fees.
The late payment charge percentage specified above is subject to change annually
PPO Based Medical SFS 37
SELF FUNDED DENTAL PLAN
STATEMENT OF AVAILABLE SERVICES
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Services Agreement, the Services available from Aetna are
described below. Unless otherwise agreed in writing, only the Services selected by Customer in the
Service and Fee Schedule (as modified by Aetna from time to time pursuant to Section 6 of the
Master Services Agreement) will be provided by Aetna. Additional Services may be provided at
Customer's written request under the terms of the Services Agreement. This Statement of Available
Services shall supersede any previous SAS or other document describing the Services.
I. Excluded and/or Superseded Provisions of Master Services Agreement NONE
II. Claim Fiduciary
Customer and Aetna agree that with respect to applicable state law, Aetna will be the
"appropriate named fiduciary" of the Plan for the first two levels of appeal for the purpose of
reviewing denied claims under the Plan. Customer understands that the performance of
fiduciary duties under applicable state law necessarily involves the exercise of discretion on
Aetna's part in the determination and evaluation of facts and evidence presented in support of
any claim or appeal. Therefore, and to the extent not already implied as a matter of law,
Customer hereby delegates to Aetna discretionary authority to determine entitlement to
benefits under the applicable Plan Documents for each claim received, including discretionary
authority to determine and evaluate facts and evidence, and discretionary authority to construe
the terms of the Plan.
If the denial is upheld in the second level of appeal, Aetna will determine if the appeal is
eligible for External Review Organization ("ERO"). If the appeal is eligible for ERO, then
Aetna will inform the Participant of his right to appeal to ERO. If the appeal is not eligible for
ERO or if the ERO upholds the denial, then Aetna will inform the Participant of his right to
appeal to the Customer for final review. Customer shall be the "appropriate named fiduciary"
of the Plan for the final appeal.
III. Administration Services:
A. Member and Claim Services:
1. Requests for Plan benefit payments for claims shall be made to Aetna on forms or
other appropriate means approved by Aetna. Such forms (or other appropriate means)
may include a consent to the release of medical, dental, claims, and administrative
records and information to Aetna. Aetna will process and pay the claims for Plan
benefits incurred after the Effective Date using Aetna's normal claim determination,
payment and audit procedures and applicable cost control standards in a manner
consistent with the terms of the Plan and the Services Agreement. With respect to any
Plan Participant who makes a request for Plan benefits which is denied on behalf of
Customer, Aetna will notify said Plan Participant of the denial and of said Plan
Participant's right of review of the denial in accordance with ERISA.
2. Whenever it is determined that benefits and related charges are payable under the
Plan, Aetna will issue a payment of such benefits and related charges on behalf of
Dental SFS 38
Customer. Funding of Plan benefits and related charges shall be made as provided in
Section 8 of the Master Services Agreement.
3. Where the Plan contains a coordination of benefits clause, antiduplication clause, or
provision(s) reducing benefits for injuries or illnesses caused or alleged to be caused by
third parties, Aetna will administer all claims consistent with such provisions and any
information concurrently in its possession as to duplicate coverage or the cause of the
injury or illness. Aetna shall have no obligation to recover sums owed to the Plan by
virtue of the Plan's rights to coordinate where the claim was incurred prior to the
Effective Date. Aetna has no obligation to bring actions based on subrogation or lien
rights.
B. Plan Sponsor Services:
1. Aetna will assign an Account Executive to Customer's account. The Account
Executive will be available to assist Customer in connection with the general
administration of the Services, ongoing communications with Customer and assistance
in claims administration and record-keeping systems for Customer's ongoing
operation of the Plan.
2. Upon request by Customer and consent by Aetna, Aetna will implement changes in
claims administration consistent with Customer's modifications of its Plan. A charge
may be assessed for implementing such changes. Customer's administration services
fees, as set forth in the Service and Fee Schedule, will be revised if the foregoing
amendments or modifications increase Aetna's costs.
3. Aetna will provide the following reports to Customer for no additional charge:
(a) Monthly/Quarterly/Annual Accounting Reports - Aetna shall prepare the
following accounting reports in accordance with the benefit -account structure for
use by Customer in the financial management and administrative control of the
Plan benefits:
(i)
(u)
a monthly listing of funds requested and received for payment of Plan
benefits;
a monthly reconciliation of funds requested to claims paid within the benefit -
account structure;
(iii) a monthly or quarterly or annual listing of paid benefits; and
(iv) quarterly or annual standard claim analysis reports.
(b) Annual Accounting Reports - Aetna shall prepare standard annual accounting
reports for each major benefit line under the Plan for the Services Agreement
Period that include the following.
(i) forecast of claim costs;
(ii) accounting of experience; and
(iii) calculation of Customer reserve.
Dental SFS 39
Any additional reporting formats and the price for any such reports shall be mutually
agreed upon by Customer and Aetna.
4. Aetna shall develop and install all agreed upon administrative and record keeping
systems, including the production of employee identification cards.
5. Aetna shall design and install a benefit -account structure separately by class of
employees, division, subsidiary, associated company, or other classification desired by
Customer.
6. Aetna shall provide plan design and underwriting services in connection with benefit
revisions, additions of new benefits and extensions of coverage to new Plan
Participants.
7. Aetna shall provide cost estimates and actuarial advice for benefit revisions, new
benefits and extensions of coverage being considered by Customer.
8. Upon request of Customer, Aetna will provide Customer with information reasonably
available to Aetna which is reasonably necessary for Customer to prepare reports for
the United States Internal Revenue Service and Department of Labor.
9. Aetna will provide assistance in connection with the initial set up, design and
preparation of Customer's Plan, subject to the direction, review and approval of
Customer. Customer shall have the final and sole authority regarding the benefits and
provisions of the self-insured portion of the Plan, as outlined in the Customer's Plan
document. Customer acknowledges its responsibility to review and approve all Plan
documents and revisions thereto and to consult with Customer's legal counsel, at its
discretion, in connection with said review and approval. Aetna shall have no
responsibility or liability for the content of any of Customer's plan documents,
regardless of the role Aetna may have played in the preparation of such documents.
10(a). Upon request of Customer, Aetna shall prepare an Aetna standard Plan description,
including benefit revisions, additions of new benefits, and extension of coverage under
the Plan. If the Customer elects to have an Aetna non-standard Plan description,
Aetna will provide a custom Plan description with all costs borne by Customer; or
10(b). Upon request of Customer, Aetna will review Customer -prepared employee Plan
descriptions, subject to the Customer's final and sole authority regarding benefits and
provisions in the self-insured portion of the Plan.
If Customer requires both preparation (a) and review (b), there may be an additional
charge.
11. Upon request by Customer, Aetna will arrange for the printing of Plan descriptions,
with all costs borne by Customer.
12. Upon request by Customer, Aetna will arrange for the custom printing of forms and
identification cards, with all costs borne by Customer.
Dental SFS 40
IV. Network Access Services: (For Dental PPO Plans ONLY)
A. Aetna shall provide Plan Participants with access to Aetna's network of dentists and other
applicable dental care providers ("Network Providers") who (i) participate in the network
applicable to the Plan Participant's Plan at negotiated rates with Aetna and (ii) are
designated by Aetna for participation in the applicable network.
B. Aetna reserves the right to set a minimum plan benefit design structure for in -network
claims to which Customer must comply in order to receive access to Network Providers at
Aetna's agreed upon rates with such providers.
C. Aetna maintains an online directory for Plan Participants and Customers to access for
information regarding Network Providers.
V. Dental Management Services:
A. Dental Utilization Management
The Dental utilization management program provides for appropriate review, by licensed
dentists and other dental professionals, of certain dental claims, as well as of voluntary
predetermination, in order to assist in making coverage determinations based on the
necessity and appropriateness of services rendered to treat Plan Participants' dental
conditions.
B. Dental/Medical Integration (DMI) Program:
The DMI program is designed to educate Plan Participants on the impact of good oral
health care on the management of certain diseases and conditions. Plan Participants
identified with diabetes, coronary artery disease/cerebrovascular disease or who are
pregnant, are sent educational materials explaining the correlation between their disease or
condition and periodontal disease. The following programs are included:
1. Enhanced Benefit Program for Pregnant Women (offers additional benefits, ie., an
additional cleaning).
2. Enhanced Benefit Program for Diabetes and Coronary Artery Disease (offers
additional benefits, ie., an additional cleaning).
3. Member Outreach Program (educational materials sent to Plan Participants or
outreach phone calls made to Plan Participants encouraging the importance of oral
care).
VI. Performance Guarantees
Any Performance Guarantees applicable to Aetna's provision of Services pursuant to the Self
Funded Dental Plan are attached in Appendix II to the Services Agreement.
VII. Fees
The following Administrative Fees are provided in conjunction with Aetna's Services relating
to the self funded dental products offered under the Plan Sponsor's self funded benefits plan.
All Administrative Fees from this SAS are summarized in the following Service and Fee
Schedule.
Dental SFS 41
SERVICE AND FEE SCHEDULE
The corresponding Service Fees effective for the period beginning January 1, 2010 and ending December 31,
2010 are specified below. They shall be amended for future periods, in accordance with Section 6 of the Master
Services Agreement. Any reference to "Member" shall mean a Plan Participant as defined in the Master Services
Agreement.
Product
Per Employee* Per Month Fee -
*A person within classes that are specifically described in Appendix I, including
employees, retirees, COBRA continues and any other persons including those of
subsidiaries and affiliates of Customer who are reported, in writing, to Aetna for
inclusion in the Services Agreement.
I. Administration Services
Included
PPO Dental
$ 4.35
Services applicable and included in above PEPM
fees (except where indicated otherwise)
I. Administration Services
Included
II. Network Access Services
Included
• Access to Network Providers
Included
• Minimum Plan Benefit Design
Structure Set by Aetna
Not Included
• Online Directory Maintained by Aetna
Not Included
III. Dental Management Services
Not Included
■ Dental Utilization Management
Not Included
• Dental/Medical Integration
Not Included
Aetna also may adjust Service Fees effective as of the date on which any of the following occurs.
(1) If, for this product, there is a:
• 15% decrease in the number of Employees from the number assumed in Aetna's quotation
of September 1, 2009, or from any subsequently reset assumptions.
Name of Product(s) Assumed Number of Employees
PPO Dental
782 Employees
(2) Change in Plan - A material change in Plan is initiated by the Customer or by legislative action.
Dental SFS 42
(3) Change in Claim Administration - A material change in claim payment requirements or
procedures, account structure, or any other change materially affecting the manner or cost of
paying benefits.
Late Payment Charges
In addition to any termination rights under the Services Agreement which may apply, if the
Customer fails to provide funds on a timely basis to cover Plan benefit payments as provided in
Section 8 of the Master Services Agreement, and/or fails to pay Service Fees on a timely basis as
provided in Section 6 of the Master Services Agreement, Aetna will assess a late payment charge. The
charge for 2010 will be as follows:
(i) late funds to cover Plan benefit payments (e.g., late wire transfers): 12% annual rate
(u) late payments of Service Fees: 12% annual rate
In addition, Aetna will assess a charge to recover its costs of collection including reasonable
attorneys' fees.
The late payment charge percentage specified above is subject to change annaally.
Dental SFS 43
SELF FUNDED PRESCRIPTION DRUG BENEFITS PLAN
STATEMENT OF AVAILABLE SERVICES
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Service Agreement, the Services available from Aetna are
described below. Unless otherwise agreed in writing, only the Services selected by Customer in the
Service and Fee Schedule, (as modified by Aetna from time to time pursuant to Section 6 of the
Master Services Agreement) will be provided by Aetna. Additional Services may be provided at
Customer's written request under the terms of the Service Agreement. This Statement of Available
Services shall supersede any previous SAS or other document describing the Services.
I. Excluded and/or Superseded Provisions of Master Services Agreement:
Term
Unless one party informs the other of its intent to allow the Service Agreement to terminate in
accordance with Section 7 of this Master Services Agreement, the initial term of this Service
Agreement shall be one year beginning on the Effective Date (referred to as an "Agreement
Period"). This Service Agreement will automatically renew for additional Agreement Periods
(successive one-year terms) unless otherwise terminated pursuant to the Termination section of
the SAS.
II. Claim Fiduciary
Customer and Aetna agree that with respect to applicable state law, Aetna will be the
"appropriate named fiduciary" of the Plan for the first two levels of appeal for the purpose of
reviewing denied claims under the Plan. Customer understands that the performance of fiduciary
duties under applicable state law necessarily involves the exercise of discretion on Aetna's part in
the determination and evaluation of facts and evidence presented in support of any claim or
appeal. Therefore, and to the extent not already implied as a matter of law, Customer hereby
delegates to Aetna discretionary authority to determine entitlement to benefits under the
applicable Plan Documents for each claim received, including discretionary authority to
determine and evaluate facts and evidence, and discretionary authority to construe the terms of
the Plan.
If the denial is upheld in the second level of appeal, Aetna will determine if the appeal is
eligible for External Review Organziation ("ERO"). If the appeal is eligible for ERO, then
Aetna will inform the Participant of his right to appeal to ERO. If the appeal is not eligible for
ERO or if the ERO upholds the denial, then Aetna will inform the Participant of his right to
appeal to the Customer for final review. Customer shall be the "appropriate named fiduciary"
of the Plan for the final appeal.
III. Defmitions:
When used in This Statement of Available Services, all capitalized terms shall have the following
meanings:
"Aetna Mail Order Pharmacy" means a licensed pharmacy owned or operated by Aetna that
provides prescription drug and other pharmacy services to individuals covered by or enrolled in
pharmacy benefits issued, serviced or administered by Aetna.
RX SAS 44
"Aetna Specialty Pharmacy" means a licensed pharmacy owned or operated by Aetna that
provides specialty injectable drug and other pharmacy services to individuals covered by or
enrolled in pharmacy benefits issued, serviced or administered by Aetna.
"Audits" shall have the meaning set forth in Section VI.A.1.
"Average Wholesale Price" or "AWP" means the average wholesale price of a prescription
drug as listed in the Medispan weekly price updates (or any other similar publication designated
by Aetna) received by Aetna; provided, however, that if AWP is no longer published by
Medispan (or any other similar publication designated by Aetna), or is revised such that it no
longer represents a comparable percentage of WAC, Aetna shall substitute another pricing index
or methodology and make any corresponding revisions to the financial terms set forth in this
Service Agreement, including without limitation, the Service and Fee Schedule hereof, so as to
preserve, to the greatest extent reasonably possible, the financial benefits hereunder for both
parties that would have resulted if AWP were still published or were not revised, as applicable.
The AWP for Claims filled by a Participating Pharmacy will be the AWP for the eleven digit
National Drug Code (NDC) for the prescription drug package size used by the Participating
Pharmacy to fill the prescription and identified in the Claim submitted by such pharmacy to
Aetna. Aetna shall use the weekly price update from the same publication (Medispan or such
other publication designated by Aetna) to adjudicate all Claims submitted to Aetna on any given
day for services rendered by Participating Retail Pharmacies, the Aetna Mail Order Pharmacy and
the Aetna Specialty Pharmacy.
"Benefit Cost(s)" means the cost of providing Covered Services to Plan Participants and
includes amounts paid to pharmacies and other providers. Benefit Costs do not include
Copayment amounts paid by Plan Participants. Benefit Costs do not include Service Fees. The
Benefit Cost includes any Dispensing Fee paid to a pharmacy or other provider for dispensing
covered medications to Plan Participants.
"Brand Drug" means a prescription drug or insulin with a proprietary name assigned to it by the
manufacturer and distributor and so indicated by Medispan or any other similar publication
designated by Company. Brand Name Drug does not include those drugs classified as a Generic
Drug hereunder.
"Calculated Ingredient Cost" means the lesser of:
a) AWP less the percentage discount negotiated with the Participating Pharmacy;
b) MAC; or
c) U&C Price.
The Calculated Ingredient Cost does not include the Dispensing Fee, the Copayment or sales
tax, if any.
"Claim" means an On -Line Claim or DMR Claim.
"Compound Prescription" means a Prescription Drug which would require the dispensing
pharmacist to produce an extemporaneously produced mixture containing at least one Federal
Legend drug, the end product of which is not available in an equivalent commercial form. For
purposes of this Service Agreement, a prescription will not be considered a Compound Drug if it
is reconstituted or if the only ingredient added to the prescription is water, alcohol, a sodium
chloride solution or other common dilatants.
RX SAS 45
"Concurrent Drug Utilization Review" or "Concurrent DUR" means the review of drug
utilization when an On -Line Claim is processed by Aetna. Examples of Aetna's Concurrent
DUR Programs include refill -too -soon, duplicate claims, potential drug/drug interaction,
duplicate drug therapy and minimum/maximum dosage edits. Aetna's Concurrent DUR
Programs are educational programs that are administered using information submitted to and
available in Aetna's on-line claims system, as well as On -Line Claims adjudication information
submitted by the Participating Pharmacies. Aetna's Concurrent DUR Programs provide
Participating Pharmacies access to drug utilization information at the point-of-sale which can be
used by such pharmacies, in their profession judgment and discretion, when reviewing the
appropriateness of prescriptions.
"Copayment" means the amount (e.g., copayment, coinsurance and/or deductible) that a Plan
Participant is required to pay for a Covered Service.
"Covered Services" means Prescription Drugs, over-the-counter medications or other services
or supplies that are covered under the terms and conditions set forth in the description of Plan
Benefits.
"Discount" means the discounted cost negotiated by Aetna and a Participating Pharmacy for
Prescription Drugs and other services provided by such pharmacy to Plan Participants. The
Discount excludes the Dispensing Fee, Copayment and sales tax, if any.
"Dispensing Fee" means an amount paid to a Participating Pharmacy for dispensing
medication to a Plan Participant. The Dispensing Fee is in addition to the Calculated Ingredient
Cost paid to the Participating Pharmacy, and is included as part of the Benefit Cost.
"Dispensing Fee Guarantee" means the maximum Dispensing Fee that Aetna guarantees
Customer will pay as set forth in the Service and Fee Schedule.
"Drug Utilization Review" or "DUR" means a review to manage costs and promote quality
health care services. DUR is composed of three types of reviews: Prospective DUR, Concurrent
DUR and Retrospective DUR.
"DMR Claim" means a claim that (i) meets all applicable requirements, is submitted in the
proper timeframe and format, and contains all necessary information, and (ii) is submitted to
Aetna by a Plan Participant who paid cash for Covered Services, or subrogation claims submitted
by the United States or any state under Medicaid or similar government health care programs.
"Effective Date" means the Effective Date shown on the SAS.
"Formulary" or "Formularies" means the list(s) of prescription drugs and supplies approved
by the U.S. Food and Drug Administration ("FDA") developed by Aetna which classifies drugs
and supplies for purposes of benefit design and coverage decisions.
"Generic Drug" means a prescription drug, whether identified by its chemical, proprietary, or
non-proprietary name that (a) is accepted by the U.S. Food and Drug Administration as
therapeutically equivalent and interchangeable with drugs having an identical amount of the same
active ingredient, or (b) is deemed by Aetna to be pharmaceutically equivalent and
interchangeable with drugs having an identical amount of the same active ingredient.
RX SAS 46
"Implementation Credit" shall have the meaning set forth in the Executive Summary Fee
Schedule.
"Law" means any law, statute, rule, regulation, ordinance and other pronouncement having the
effect of law of the United States of America, any foreign country or any domestic or foreign
state, county, city or other political subdivision, or of any governmental or regulatory body,
induding without limitation, any court, tribunal, arbitrator, or any agency, authority, official or
instrumentality of any governmental or political subdivision.
"Maximum Allowable Cost" or "MAC" means the cost basis for reimbursement at the NDC
level established by Aetna, as modified from time to time, for the same dose and form of
Generic Drugs which are included on Aetna's applicable MAC List.
"MAC List" means the list of Generic Drugs designated from lists established by Aetna for
which reimbursement to a pharmacy shall be paid according to the MAC price established by
Aetna for such list, as modified from time to time.
"National Drug Code" or "NDC" means a universal product identifier for human drugs. The
National Drug Code Query (NDCQ) content is limited to prescription drugs and a few selected
OTC products. The National Drug Code (NDC) Number is a unique, eleven -digit, three -
segment number that identifies the labeler/vendor, product, and trade•package size. For the
avoidance of doubt, Aetna covenants neither Aetna shall repackage prescription drugs and
dispense such drugs to Plan Participants under a new NDC.
"On -Line Claim" means a claim that (i) meets all applicable requirements, is submitted in the
proper timeframe and format, and contains all necessary information, and (ii) is submitted for
payment to Aetna by a Participating Pharmacy as a result of provision of Covered Services to a
Plan Participant.
"Participating Pharmacy" means a Participating Retail Pharmacy, Aetna Mail Order Pharmacy
or Aetna Specialty Pharmacy.
"Participating Retail Pharmacy" means any licensed retail pharmacy that has executed an
agreement with Aetna to provide prescription drug and other pharmacy services to individuals
covered by or enrolled in health benefit plans issued, serviced or administered by Aetna,
including without limitation, a Plan.
"Pharmacy Discount Guarantee" means the minimum Discount that Aetna guarantees
Customer will receive as set forth in the Service and Fee Schedule.
"Plan" means the Customer's managed prescription drug benefit that Aetna is administering for
Customer's Plan Participants pursuant to this Service Agreement.
"Precertification" means a process under which certain drugs require prior authorization (prior
approval) before Plan Participants can obtain them as a covered benefit. The Aetna Pharmacy
Management Precertification Unit must receive prior notification from physicians or their
authorized agents requesting coverage for medications on the Precertification List.
"Prescriber" means an individual who is appropriately licensed and permitted by law to order
drugs that legally require a prescription.
RX SAS 47
"Prescription Drug" means a legend drug that, by Law, cannot be sold without a written
prescription from an authorized Prescriber. For purposes of this Service Agreement, insulin shall
be considered a Prescription Drug.
"Prospective Drug Utilization Review" or "Prospective DUR" means a review of drug
utilization that is performed before a prescribed medication is covered under a Plan.
Precertification is an example of Prospective DUR.
"Rebates" shall mean retrospective amounts paid to Aetna (i) pursuant to the terms of an
agreement with a pharmaceutical manufacturer, (ii) in consideration for the inclusion of such
manufacturer's drug(s) on Aetna's Formulary, and (iii) which are directly related and attributable
to, and calculated based upon, the specific and identifiable utilization of certain prescription
drugs by Plan Participants.
"Rebate Contract Excerpts" shall have the meaning set forth in Section VI.B.2.
"Rebate Guarantee" means the minimum Rebate amount that Aetna guarantees Customer will
receive as set forth in the Service and Fee Schedule.
"Retrospective Drug Utilization Review" or "Retrospective DUR" means a review of drug
utilization that is performed after a Claim for Covered Services is processed.
"Services" shall have the meaning set forth in Section III.A.1.
"Service Fees" shall have the meaning set forth in Section VIII.
"Single Source Generic Drug" shall mean any Generic Drug NDC that is manufactured by
one (1) manufacturer or has an AWP within fifteen percent (15%) of the AWP of the equivalent
Brand Drug.
"Specialty Drug" means a biotech medication used in the treatment of certain high-cost, high=
risk chronic health conditions such as cancer, HIV/AIDS, organ transplant, and hemophilia. The
list of Specialty Drugs is subject to change by Aetna.
"Step -Therapy" means a type of Precertification under which certain medications will be
excluded from coverage unless the Plan Participant tries one or more "prerequisite" drug(s) first,
or unless a medical exception for coverage is obtained.
"Termination Notice Date" shall have the meaning set forth in Section V.A.1.
"Transition Expenses" shall have the meaning set forth in Section p] of the Service and Fee
Schedule.
"Usual and Customary Retail Price" or "U&C Price" means the cash price net of all
applicable customer discounts which a pharmacy usually charges customers who do not have
prescription drug coverage.
"Valid Script" means, for purposes of determining and reconciling the Rebate Guarantee under
this Service Agreement, a Claim for a prescription that meets all State and Federal guidelines and
requirements, including patient name, label name, strength, directions, quantity, physician
signature, etc. A Valid Script shall exclude all denied and rejected claims.
RX SAS 48
"Wholesale Acquisition Cost" or "WAC" means the wholesale acquisition cost of a
prescription drug as listed in the Medispan weekly price updates (or any other similar publication
designated by Aetna) received by Aetna.
"Zero Balance Claim" means a Claim whose total cost is equal to or less than the Plan
Participant Copayment and for which no payment is due from Customer to Aetna pursuant to
the Service Agreement or this Statement of Available Services.
IV. Administration Services:
Subject to the terms and conditions of this Statement of Available Services, the Services to be
provided by Aetna, as well as certain Customer obligations in connection thereto, are described
below. Unless otherwise agreed in writing, only the Services selected by Customer in the
Service and Fee Schedule (as may be modified by Aetna from time to time pursuant to this
Statement of Available Services and the Service Agreement will be provided by Aetna.
Additional Services may be provided at Customer's written request under the terms of this
Statement of Available Services and the Service Agreement.
A. General Responsibilities and Obligations
1. Services
Customer will purchase and Aetna will provide to Customer the services designated in
this Statement of Available Services, if selected in the Service and Fee Schedule, and
such other services Customer requests of Aetna and Aetna agrees in writing to
perform, as further described herein (the "Services"). Customer acknowledges that
Aetna may utilize the services of external reviewers or contractors in performing these
services.
2. Customer's Responsibilities
Customer shall perform the obligations set forth in the Master Services Agreement
and in this Statement of Available Services, including without limitation, the Service
and Fee Schedule.
RX SAS 49
3. Exclusivity
During the term of this Statement of Available Services, Customer shall use Aetna as
the exclusive provider of the pharmacy benefit administrative services described in
this Service Agreement, including without limitation, pharmacy claims processing,
pharmacy network management, clinical programs, formulary management and rebate
management. All Service Fees, pharmacy reimbursement rates, Rebates, Rebate
Guarantees, Dispensing Fee Guarantees, Pharmacy Discount Guarantees, and other
fees or payment terms under this Statement of Available Services are conditioned on
Aetna's status as the exclusive provider of managed prescription drug benefit
administrative services hereunder. Any failure by Customer to comply with this
Section shall constitute a material breach of this Statement of Available Services and
the Service Agreement. Without limiting Aetna's other rights or remedies, in the event
Customer fails to comply with this Section, Aetna shall have the right to modify the
terms and conditions of this Statement of Available Services, including without
limitation, the financial terms set forth in the Service and Fee Schedule and any
Performance Guarantees attached hereto.
B. Pharmacy Benefit Management Services
1. Pharmacy Claims Processing
a. On -Line Claims Processing. Using Aetna's normal claim determination, payment
and audit procedures and applicable cost control standards in a manner consistent
with the terms of the description of Plan benefits and this Statement of Available
Services, Aetna will perform claims processing services for Covered Services that
are provided by a Participating Pharmacy after the Effective Date, and submitted
electronically to Aetna's on-line claims processing system. On -Line Claim
processing services shall include verification of eligibility, performance of DUR
pursuant to this Statement of Available Services, determination of Covered
Services, and adjudication of the On -Line Claims. Aetna or Customer, as
applicable, shall have ultimate and final responsibility for all decisions with respect
to coverage of an On -Line Claim and the benefits allowed under the Plan as set
forth in Section 5 of the Master Services Agreement.
b. DMR Claims Processing. If specified on the description of Plan benefits, Aetna
will process DMR Claims using Aetna's normal claim determination, payment and
audit procedures and applicable cost control standards in a manner consistent
with the terms of the description of Plan benefits. The Plan Participant, or
Medicaid agency where applicable, shall be responsible for submitting DMR
Claims directly to Aetna on such form(s) provided by Aetna within the timeframe
specified on the description of Plan benefits. Aetna will process DMR Claims and,
where appropriate, will reimburse such Plan Participant or Medicaid agency on
behalf of Customer the lesser of the amount invoiced and indicated on such DMR
Claim or the amount the Plan Participant is entitled to be reimbursed for such
claim pursuant to the description of Plan benefits. With respect to any Plan
Participant who submits a DMR Claim which is denied on behalf of Customer,
Aetna will notify said Plan Participant of the denial and of said Plan Participant's
right of review of the denial in accordance with ERISA. Aetna or Customer, as
applicable, shall have ultimate and final responsibility for all decisions with respect
to coverage of a DMR Claim and the benefits allowed under the Plan as set forth
in Section 5 of the Master Services Agreement.
RX SAS 50
c. Additional Services Related to Claims Processing.
Whenever Aetna determines that benefits and related charges are payable
under the Plan, Aetna will issue a payment of such benefits and related
charges on behalf of Customer. Funding of Benefit Costs and related charges
shall be made as provided in Section 8 of the Service Agreement.
ii. Where the Plan contains a coordination of benefits clause, antiduplication
clause, or provision(s) reducing benefits for injuries or illnesses caused or
alleged to be caused by third parties, Aetna will administer all Claims
consistent with such provisions and any information concurrently in its
possession as to duplicate coverage or the cause of the injury or illness. Aetna
shall have no obligation to recover sums owed to the Plan by virtue of the
Plan's rights to coordinate where the Claim was incurred prior to the
Effective Date. Aetna has no obligation to bring actions based on subrogation
or lien rights, unless Subrogation Services are included herein, in which event
its obligations are governed by Article VII of this Statement of Available
Services.
2. Pharmacy Network Management
a. Participating Retail Pharmacies. Aetna shall provide Plan Participants with access
to Participating Retail Pharmacies. Aetna shall make available an updated listing of
Participating Retail Pharmacies on its intemet website and via its member services
call center. Any additions or deletions to the network of Participating Retail
Pharmacies shall be made in Aetna's sole discretion. Aetna shall provide notice to
Customer of any deletions that have a material adverse impact on Plan
Participants' access to Participating Retail Pharmacies. Aetna shall direct each
Participating Retail Pharmacy to (a) verify the Plan Participant's eligibility using
Aetna's on-line claims system, and (b) charge and collect the applicable
Copayment from Plan Participants for each Covered Service. Aetna will adjudicate
On -Claims for Covered Services from Participating Retail Pharmacies using the
negotiated rates that Aetna has in place with the applicable Participating Retail
Pharmacy.
Aetna shall require each Participating Retail Pharmacy to comply with Aetna's
applicable network participation requirements. Aetna does not direct or
otherwise exercise any control over the professional judgment exercised by
any phannacist dispensing prescriptions or providing pharmacy services.
Participating Retail Pharmacies are independent contractors of Aetna and
Aetna shall have no liability to Customer, any Plan Participant or any other
person or entity for any act or omission of a Participating Retail Pharmacy or
its agents, employees or representatives.
RX SAS 51
ii Aetna shall establish and maintain policies and procedures which it may revise
from time to time specifying how and when a Participating Retail Pharmacy
will be audited to review compliance with such pharmacy's agreement with
Aetna. The audit may be conducted by Aetna's internal auditors and/or
outside auditors, and may consist of a "desktop" audit of Claims submitted by
the Participating Retail Pharmacy and/or a review of prescription and other
records located onsite at such pharmacy. Any overpaid or erroneously paid
amounts recovered by Aetna from a Participating Retail Pharmacy pursuant
to an audit shall be credited to Customer net of any fees charged by Aetna in
accordance with the Service and Fee Schedule or by Aetna's designated
outside auditors, as applicable. Aetna shall attempt recovery of overpayments
or payments made in error through offsets or demand of amounts due. In no
event will Aetna be required to initiate litigation to recover any overpayments
or payments made in error.
iii. Aetna shall adjudicate each On -Line Claim for services rendered by a
Participating Retail Pharmacy at the full, applicable Discount and Dispensing
Fee negotiated between Aetna and such pharmacy. For the avoidance of
doubt, the Benefit Cost paid by Customer in connection with On -Line Claims
for services rendered by Participating Retail Pharmacies shall reflect 100% of
the Discount and Dispensing Fees negotiated between Aetna and such
pharmacies.
b. Aetna Mail Order Pharmacy. Aetna shall provide Plan Participants with access to
the Aetna Mail Order Pharmacy. Aetna shall make available information regarding
how Plan Participants may access and use the Aetna Mail Order Pharmacy on its
internet website and via its member services call center. The Aetna Mail Order
Pharmacy shall verify the Plan Participant's eligibility using Aetna's on-line claims
system, and shall charge and collect the applicable Copayment from Plan
Participants for each Covered Service. The Aetna Mail Order Pharmacy will
dispense medications and supplies in quantities not to exceed a 90 -day supply,
unless otherwise specified in the description of Plan benefits. If the prescription
and applicable Law do not prohibit substitution of a Generic Drug equivalent, if
any, for the prescribed drug, or if the Aetna Mail Order Pharmacy obtains consent
of the Prescriber, the Aetna Mail Order Pharmacy shall dispense the Generic
Drug equivalent to the Plan Participant. The Aetna Mail Order Pharmacy shall
make refill reminder and on-line ordering services available to Plan Participants.
Aetna and/or the Aetna Mail Order Pharmacy may promote the use of the Aetna
Mail Order Pharmacy to Plan Participants through informational mailings,
coupons or other financial incentives at Aetna's and/or the Aetna Mail Order
Pharmacy's cost, unless otherwise agreed upon by Aetna and Customer.
c. Aetna Specialty Pharmacy. Aetna shall provide Plan Participants with access to the
Aetna Specialty Pharmacy. Aetna shall make available information regarding how
Plan Participants may access and use the Aetna Specialty Pharmacy on its internet
website and via its member services call center. The Aetna Specialty Pharmacy
shall verify the Plan Participant's eligibility using Aetna's on-line claims system,
and shall charge and collect the applicable Copayment from Plan Participants for
each Covered Service. The Aetna Specialty Pharmacy will dispense medications
and supplies in quantities not to exceed a 30 -day supply, unless otherwise
specified in the description of Plan benefits. If the prescription and applicable
Law do not prohibit substitution of a Generic Drug equivalent, if any, to the
RX SAS 52
prescribed drug, or if the Aetna Specialty Pharmacy obtains consent of the
Prescriber, the Aetna Specialty Pharmacy shall dispense the Generic Drug
equivalent to the Plan Participant. The Aetna Specialty Pharmacy shall make refill
reminder and on-line ordering services available to Plan Participants. Aetna
and/or the Aetna Specialty Pharmacy may promote the use of the Aetna Specialty
Pharmacy to Plan Participants through informational mailings, coupons or other
financial incentives at Aetna's and/or the Aetna Specialty Pharmacy's cost, unless
otherwise agreed upon by Aetna and Customer.
3 Clinical Programs
a. Formulary Management. Aetna shall implement the Formulary and Aetna's
formulary management programs, which may include cost containment initiatives
and formulary education programs. Customer hereby elects to adopt the
Formulary for use with the Plan. Subject to the terms and conditions set forth in
this Service Agreement, Aetna grants Customer the right to use the Formulary
during the term of this Service Agreement solely in connection with the Plan, and
to distribute or make the Formulary available to Plan Participants. Customer
acknowledges and agrees that it has sole discretion and authority to accept or
reject the Formulary for the Plan. Customer further acknowledges and agrees that
the Formulary is subject to change as a result of a variety of factors, including
without limitation, market conditions, clinical information, cost, rebates and other
factors. Customer also acknowledges and agrees that the Formulary is the
Confidential Information of Aetna and is subject to the requirements set forth in
this Statement of Available Services and the Service Agreement.
b. Prospective Drug Utilization Review Services. Aetna shall implement and
administer the Prospective DUR program, which shall include Precertification and
Step -Therapy programs and other Aetna standard Prospective DUR programs,
with respect to On -Line Claims. Under these programs, Plan Participants must
meet standard Aetna clinical criteria before coverage of the drugs included in the
program will be authorized; provided, however, that Customer authorizes Aetna
to approve coverage of drugs for uses that do not meet applicable clinical criteria
in the event of complications, co -morbidities and other factors that are not
specifically addressed in such criteria. Aetna shall perform exception reviews and
authorize coverage overrides when appropriate for such programs, and other
benefit exclusions and limitations. In performing such reviews, Aetna may rely
solely on diagnosis and other information concerning the Plan Participant deemed
credible and supplied to Aetna by the requesting provider, applicable clinical
criteria and other information relevant or necessary to perform the review.
c. Concurrent Drug Utilization Review Services. Aetna shall implement and
administer its standard Concurrent DUR programs with respect to On -Line
Claims. Aetna's Concurrent DUR programs help Participating Pharmacies to
identify potential drug interactions, duplicate drug therapy and other
circumstances where prescriptions may be clinically inappropriate for Members.
Aetna's Concurrent DUR programs are educational programs that are based on
available clinical literature. Aetna's Concurrent DUR programs are administered
using information submitted to and available in Aetna's on-line claims system, as
well as On -Line Claims information submitted by the Participating Pharmacy.
RX SAS 53
d. Retrospective Drug Utilization Review Services. Aetna shall implement and
administer its standard Retrospective DUR programs with respect to On -Line
Claims. Aetna's Retrospective DUR programs are designed to help providers and
Plan Participants identify circumstances where prescription drug therapy may be
clinically inappropriate or other cost-effective drug alternatives may be available.
Aetna's Retrospective DUR programs are educational programs and program
results may be communicated to Plan Participants, providers and plan sponsors.
Aetna's Retrospective DUR programs are administered using information
submitted to and available in Aetna's on-line claims system, as well as On -Line
Claims information submitted by the Participating Pharmacy.
e. Therapeutic Class Management (TCM). If purchased by Customer as indicated on
the Service and Fee Schedule, Aetna shall administer the TCM program. The goal
of Aetna's TCM programs is to assist clients in managing their drug benefit
spending for high volume or inappropriately managed therapeutic classes. In
addition, a client -reporting package will be available to support these programs
which will indicate the number of claims impacted and cost savings associated
with the programs.
f. Aetna Rx Check Program. If purchased by Customer as indicated on the Service
and Fee Schedule, Aetna shall administer the Aetna Rx Check Program. Aetna Rx
Check programs use a rapid Retrospective DUR approach. Prescription drug
claims are systematically analyzed, often within 24 hours of adjudication, for
possible physician outreach based on program algorithms. The specific outreach
programs are designed to promote quality, cost-effective care in accordance with
accepted clinical guidelines through mailings or telephone calls to physicians and
Plan Participants.
g•
Aetna Rx Check will analyze pharmacy claims for plans included in the programs
on a daily basis, identify potential opportunities for quality and cost
improvements, and will notify physicians or Plan Participants of those
opportunities. The physician -based Aetna Rx Check programs will identify:
• Certain medications that may duplicate each other's effect;
■ Certain drug to drug interactions;
■ Multiple prescriptions and/or Prescribers for certain medications with the
potential for misuse;
• Prescriptions for a multiple daily dose of a proton pump inhibitor (PPI) when
sruptoms might be controlled with a once -daily dosing. A PPI reduces the
production of acid by blocking the enzyme in the wall of the stomach that
produces acid; and
• Plan Participants who have filled prescriptions for brand-new medications
that have an A -rated generic equivalent available that could save members
money.
Another Aetna Rx Check program will notify Plan Participants in selected plans
with mail-order drug benefits when they can save money by filling maintenance
prescriptions at Aetna Rx Home Delivery versus filling prescriptions at a
participating retail pharmacy.
Save-A-CopaysM: If purchased by Customer as indicated on the Service and Fee
Schedule, Aetna shall administer the Save-A-Copay program. Aetna's Save -A -
RX SAS 54
Copay program is designed to encourage individuals to use generic drugs, where
appropriate and with the approval of their physician. If Plan Participants switch to
a generic alternative from a brand-name product, the Flan Participant co -pay is
reduced for a six month period. In such circumstances, the plan sponsor incurs an
additional cost for such claim equal to the amount the co -pay is reduced.
h. Disease Management Educational Program. If purchased by Customer as
indicated on the Service and Fee Schedule, Aetna shall administer the Disease
Management Educational Program. The Disease Management Educational
Program is available to plan sponsors who purchase Aetna managed prescription
drug benefit management services, but not Aetna medical benefit plan services.
The program consists of Plan Participant identification and outreach based on
active pharmacy claims analysis for targeted risk conditions, such as asthma and
diabetes. Upon identification, Plan Participants will receive a welcome kit
introducing the program, complete with important information including
educational materials and resources. Customer may choose either the Asthma or
Diabetes program or a combination of the two programs.
Disclaimer Regarding Clinical Programs. Aetna's clinical programs do not dictate
or control providers' decisions regarding the treatment of care of Plan
Participants. Aetna assumes no liability from Customer or any other person in
connection with these programs, including the failure of a program to identify or
prevent the use of drugs that result in injury to a Plan Participant.
4. Plan Participant Services and Programs
Internet services including Aetna Navigator and Aetna Pharmacy Website. Through
Aetna Navigator, Plan Participants have access to the following
• Estimating the cost of prescription drugs.
• Prescription Comparison Tool — Compares the estimated cost of filling
prescriptions at a participating retail pharmacy to Aetna's Rx Home Delivery mail-
order prescription service.
• Preferred Drug List — Available for Plan Participants who wish to review
prescribed medications to verify if any additional coverage requirements apply.
• View drug alternatives for medications not on the Preferred Drug List.
• Claim information and EOBs.
Through the Aetna Pharmacy website, Plan Participants have access to the following
• Find -A -Pharmacy — This service helps locate an Aetna participating chain or
independent pharmacy on hundreds of medications and herbal remedies.
• Tips on drug safety and prevention of drug interactions.
• Answers to commonly asked questions about prescription drug benefits and
access to educational videos.
• Preferred Drug List and Generic Substitution List
• Step Therapy List
RX SAS 55
5. Rebate Administration
a. Customer acknowledges that Aetna contracts for its own account with
pharmaceutical manufacturers to obtain rebates attributable to the utilization of
certain prescription products by individuals who receive benefits from plan
sponsors for whom Aetna provides pharmacy benefit management services.
Aetna and Customer agree that Aetna shall retain any and all of the Rebates
received by Aetna based on the utilization by Plan Participants of rebateable drugs
covered under the Plans.
C. General Administration Services
1. Eligibility Transmission
The Service Fees set forth under the Service and Fee Schedule assume that Customer
will provide eligibility information monthly, or more frequently, from one (1) location
by electronic connectivity. Submission of eligibility information by more than one
location or via multiple methods will result in additional charges to Customer as
determined by Aetna. Costs associated with any custom programming necessary to
accept eligibility information from Customer are excluded from the Service Fees set
forth in the Service and Fee Schedule.
2. Plan Sponsor Services
a. Aetna will assign an Account Executive to Customer's account. The Account
Executive will be available to assist Customer in connection with the general
administration of the Services, ongoing communications with Customer and
assistance in claims administration and record-keeping systems for Customer's
ongoing operation of the Plan.
b. Upon request by Customer and consent by Aetna, Aetna will implement changes
in claims administration consistent with Customer's modifications of its Plan. A
charge may be assessed for implementing such changes. Customer's
administration services fees, as set forth in the Service and Fee Schedule, will be
revised if the foregoing amendments or modifications increase Aetna s costs.
c. Aetna will provide the following reports to Customer for no additional charge:
i. Monthly/Quarterly/Annual Accounting Reports - Aetna shall prepare the
following accounting reports in accordance with the benefit -account structure
for use by Customer in the financial management and administrative control
of the Plan benefits:
• a monthly listing of funds requested and received for payment of Plan
benefits;
• a monthly reconciliation of funds requested to claims paid within the
benefit -account structure;
• a monthly or quarterly or annual listing of paid benefits; and
• quarterly or annual standard claim analysis reports.
RX SAS 56
ii. Annual Accounting Reports - Aetna shall prepare standard annual accounting
reports for each major benefit line under the Plan for the Services Agreement
Period that include the following.
• forecast of claim costs;
■ accounting of experience; and
• calculation of Customer reserve.
Any additional reporting formats and the price for any such reports shall be
mutually agreed upon by Customer and Aetna.
d. Aetna shall develop and install all agreed upon administrative and record keeping
systems, including the production of employee identification cards.
e. Aetna shall design and install a benefit -account structure separately by class of
employees, division, subsidiary, associated company, or other classification desired
by Customer.
f. Aetna shall provide plan design and underwriting services in connection with
benefit revisions, additions of new benefits and extensions of coverage to new
Plan Participants.
g•
Aetna shall provide cost estimates and actuarial advice for benefit revisions, new
benefits and extensions of coverage being considered by Customer.
h. Upon request of Customer, Aetna will provide Customer with information
reasonably available to Aetna which is reasonably necessary for Customer to
prepare reports for the United States In ernal Revenue Service and Department of
Labor.
i Upon request, Aetna shall provide the following Plan description services:
(i).
Upon request of Customer, Aetna shall prepare an Aetna standard Plan
description, including benefit revisions, additions of new benefits, and
extension of coverage under the Plan. If the Customer elects to have an Aetna
non-standard Plan description, Aetna will provide a custom Plan description
with all costs bome by Customer, or
Upon request of Customer, Aetna will review Customer -prepared employee
Plan descriptions, subject to the Customer's final and sole authority regarding
benefits and provisions in the self-insured portion of the Plan. Customer
acknowledges its responsibility to review and approve all Plan descriptions
and any revisions thereto and to consult Customer's legal counsel, at its
discretion, with said review and approval.
Aetna shall have no responsibility or liability for the content of any of Customer's
Plan documents, regardless of the role Aetna may have played in the preparation
of such documents.
If Customer requires both preparation (a) and review (b), there may be an
additional charge.
RX SAS 57
j. Upon request by Customer, Aetna will arrange for the printing of Plan
descriptions, with all costs borne by Customer.
k. Upon request by Customer, Aetna will arrange for the custom printing of forms
and identification cards, with all costs borne by Customer.
V. Important Information about the Pharmacy Benefit Management Services
A. Customer acknowledges that from time to time, Aetna receives other payments from drug
manufacturers that are not rebates and which are paid separately to Aetna or designated
third parties (e.g., mailing vendors, printers). These payments are to reimburse Aetna for
the cost of various educational programs. These programs are designed to reinforce
Aetna's goals of maintaining access to quality, affordable health care for its members and
customers. These goals are typically accomplished by educating physicians and Plan
Participants about established clinical guidelines, disease management, appropriate and
cost-effective therapies, and other information. Aetna may also receive payments from
drug manufacturers that are not Rebates as compensation for bona fide services it
performs, such as the analysis or provision of aggregated information regarding utilization
of health care services.
Because these payments are unrelated to the rebate arrangements, and serve educational
and other broad-based goals, these payments are not included under Aetna's rebate
arrangements with manufacturers, and are not included in the Rebates that Aetna will
share with Customer.
B. Customer acknowledges that in evaluating clinically and therapeutically similar drugs for
selection for its Formularies, Aetna reviews the costs of drugs and takes into account
rebates negotiated between Aetna and drug manufacturers. Consequently, a drug may be
included on the Formularies that is more expensive than a non -formulary alternative
before any Rebates Aetna may receive from a drug manufacturer are taken into account.
In addition, certain drugs may be chosen for the Formularies because of their clinical or
therapeutic advantages or level of acceptance among physicians even though they cost
more than non -form -112g alternatives. The net cost to a self-funded customer for covered
prescriptions will vary based on (i) the terms of Aetna's arrangements with Participating
Pharmacies; (ii) the amount of the Plan Participant's copayment, coinsurance or deductible
obligation under the terms of the plan; and (iii) the percentage, if any, of Rebates to which
the Customer is entitled under its agreement with Aetna. As a result, a self-funded
customer's actual claim expense per prescription for a particular formulary drug may in
some circumstances be higher than for a non -formulary alternative.
In prescription plans with copayment or coinsurance tiers, use of Formulary drugs
generally will result in lower costs to Plan Participants. However, where the prescription
plan utilizes copayments or coinsurance calculated on a percentage basis, there could be
some circumstances in which a Formnlary drug would cost the Plan Participant more than
a non -formulary drug because (i) the negotiated pharmacy payment rate for the Formulary
drug may be more than the negotiated pharmacy payment rate for the non -formulary drug,
and (ii) Rebates received by Aetna from drug manufacturers do not reduce the amount a
Plan Participant pays to the pharmacy for an individual prescription drug.
C. Customer acknowledges that Aetna generally pays Participating Pharmacies for brand-
name drugs whose patents have expired and their generic drug equivalents at MAC. MAC
pricing is designed to help promote appropriate, cost-effective dispensing by encouraging
RX SAS 58
pharmacies to dispense equivalent generic drugs where clinically appropriate. When a
brand-name drug patent expires and one or more generic alternatives first become
available, the price for the generic drug(s) may not be significantly less than the price for
the brand-name drug. Aetna reviews the drugs to determine whether to pay Participating
Pharmacies based on MAC or continue to pay Participating Pharmacies on a discounted
fee-for-service basis, typically a Discount plus a Dispensing Fee. This determination is
based in part on a comparison under both the MAC and Discount plus Dispensing Fee
methodologies of the relative pricing of the brand and generic drugs, taking into account
any rebates Aetna may receive from drug manufacturers in connection with the brand-
name drug. If Aetna determines that under Discount plus Dispensing Fee pricing the
brand-name drug is less expensive (after taking into account manufacturer rebates Aetna
receives) than the generic alternative(s), Aetna may elect not to establish a MAC price for
the drugs and continue to pay participating pharmacies according to a Discount plus
Dispensing Fee methodology.
In some circumstances, a decision not to establish a MAC price for a brand-name drug
and its generic equivalents could cause a given self-funded customer to incur higher costs
for the drugs. This situation may result from: (i) the terms of Aetna's arrangements with
Participating Pharmacies; (ii) the amount of the Plan Participant's copayment, coinsurance
or deductible obligation under the terms of the plan; and (iii) the percentage, if any, of
rebates to which the plan sponsor is entitled under its agreement with Aetna.
VI. Audit Rights
A. General Pharmacy Audit Terms and Conditions
1. Subject to the terms and conditions set forth in Section 12 of the Master Services
Agreement, Customer shall be entitled to have audits performed on its behalf
(hereinafter "Pharmacy Audits") to verify that Aetna has (a) properly processed
Claims submitted by Participating Pharmacies and (b) paid Rebates in accordance with
this Agreement. Pharmacy Audits must be performed at Aetna's Minnetonka, MN
location.
RX SAS 59
2. Additional Terms and Conditions
In addition to the audit terms and conditions set forth in Section 12 of the Master
Services Agreement, the following general terms and conditions shall apply with
respect to Pharmacy Audits.
a. Auditor Qualifications and Requirements specific to Pharmacy Audits
All Pharmacy Audits shall be performed solely by third party auditors meeting
the qualifications and requirements of Section 12 (B) of the Master Services
Agreement. Customer will ensure that third party auditors conduct Pharmacy
Audits on its behalf in accordance with published administrative safeguards or
procedures that shall prevent the unauthorized use or disclosure to Customer
or any other third party (in the Pharmacy Audit report or otherwise) of any
individually identifiable information (including health care information) or
financial information contained in the information to be audited. Customer
and such individuals will not make or retain any record of provider negotiated
rates or financial information included in the audited transactions, or payment
identifying information concerning treatment of drug or alcohol abuse,
mental/nervous or HIV/AIDS or genetic markers, in connection with any
Pharmacy Audit. There must be no conflict of interest or past business or
other relationship which would prevent the auditor from performing an
independent audit to conclusion. A conflict of interest includes, but is not
limited to, a situation in which the audit agent (i) is employed by an entity, or
any affiliate of such entity, which is a competitor to Aetna's benefits or claims
administration business or Aetna's mail order or specialty pharmacy
businesses; (ii) has terminated from Aetna within the past 12 months; (iii) is
affiliated with a vendor subcontracted by Aetna to adjudicate claims or provide
services in connection with Aetna's administration of benefits or provision of
mail order or specialty pharmacy services; or (iv) is compensated in a manner
which could financially incent the agent to overstate or misconstrue data.
Determination of the nature of a conflict of interest shall be at the discretion
of Aetna and, in any event, shall be communicated to Customer within ten (10)
business days of notice of intent to audit. The auditor chosen by Customer
must be mutually agreeable to both Customer and Aetna. Auditors may not be
compensated on the basis of a contingency fee or a percentage of
overpayments identified, in accordance with the provisions of Section 8.207
through 8.209 of the International Federation of Accountant's (IFAC) Code of
Ethics For Professional Accountants (Revised 2004). Auditors shall enter into
an appropriate confidentiality agreement with, and acceptable to, Aetna prior
to conducting any Audit hereunder
RX SAS 60
b. Closing Meeting
In the event that Aetna and Customer's auditors are unable to resolve any such
disagreement regarding draft Pharmacy Audit findings, either Aetna or
Customer shall have the right to refer such dispute to an independent third -
party auditor meeting the requirements of the Master Services Agreement and
this Section VI and selected by mutual agreement of Aetna and Customer. The
parties shall bear equally the fees and charges of any such independent third -
party auditor, provided however that if such auditor determines that Aetna or
Customer's auditor is correct, the non -prevailing party shall bear all fees and
charges of such auditor. The determination by any such independent third -
party auditor shall be final and binding upon the parties, absent manifest error,
and shall be reflected in the final Pharmacy Audit report.
B. Additional Pharmacy Claim Audit Terms and Conditions
1. Pharmacy Claim Audits. In addition to the terms and conditions set forth in
Section 12 of the Master Services Agreement and this Statement of Available
Services, including without limitation the General Pharmacy Audit Terms and
Conditions set forth in this Section VI, the following requirements and
conditions shall apply with respect to Pharmacy Audits of Claims performed
hereunder.
Participating Retail Pharmacy Discount Disclosure - Aetna shall disclose,
through a formal Claims Audit, the actual Participating Retail Pharmacy
contracts, including negotiated Discounts and Dispensing Fees for all
Brand, MAC and non -MAC Generic Drugs and Compound Prescriptions
dispensed on behalf of Plan Participants for each On -Line Claim for
services rendered by a Participating Retail Pharmacy identified in the 250
Claim sample to validate the pass-through of Aetna's negotiated Discounts
and Dispensing Fees with Participating Retail Pharmacies; provided,
however, that if a Participating Retail Pharmacy contract applicable to any
of the On -Line Claims included in the 250 Claim sample includes
restrictions prohibiting Aetna from disclosing relevant portions of such
agreement to Customer, the parties shall negotiate in good faith appropriate
adjustments, if any, to the 250 Claim sample such that On -Line Claims are
selected for services rendered by Participating Retail Pharmacies with
agreements that do not restrict or prohibit disclosure of such agreements to
Customer.
VII. Fees
The following Administrative Fees are provided in conjunction with Aetna's Services relating
to the self funded prescription drug benefit products offered under the Plan Sponsor's self
funded benefits plan. All Administrative Fees from this SAS are summarized in the following
Service and Fee Schedule.
VIII. Financial Guarantees
In conjunction with the Services provided by Aetna under this Statement of Available Services,
Aetna shall provide any financial guarantees set forth in the Service and Fee Schedule.
RX SAS 61
IX. Performance Guarantees
Any Performance Guarantees applicable to Aetna's provision of Services pursuant to the Self
Funded Prescription Drug Benefits Plan are attached in Appendix II to the Agreement.
RX SAS 62
SERVICE AND FEE SCHEDULE
A. The corresponding Service Fees for the period beginning January 1, 2010 and ending December
31, 2010, are specified below. They shall be amended for future periods, in accordance with
Section 6 of the Master Services Agreement. For the purposes of this Schedule, "employee" shall
mean Plan Participants exclusive of Dependents.
Service Fees Per Employee Per Month
771
Combined with Medical PEPM.
See Medical Fee Schedule
Except as otherwise mutually agreed upon by the parties, the average number of employees for
purposes of determining the applicable Service Fees in the preceding table shall be calculated
annually beginning on the first day of the Services Agreement year. Such average shall be calculated
by taking the sum of all employees enrolled in or covered by Plans administered by Aetna each
month during the Services Agreement year and dividing such total by the number of months in the
Services Agreement year. Service Fees shall be amended for future periods, in accordance with this
Services Agreement to reflect the Services elected and corresponding Service Fees for such periods.
Services applicable and included in above PEPM fees
I. Pharmacy Benefit Management Services
A. Pharmacy Claims
• On -Line Claims Processing
• DMR Claims Processing
• Additional Services Related to Claims Processing
B. Pharmacy Network Management
• Participating Retail Pharmacies
• Aetna Mail Order Pharmacy (Aetna RX Home Delivery)
• Aetna Specialty Pharmacy
RX SFS
63
If Customer requests and Aetna agrees to provide (i) additional services beyond the Services set forth
above, or (ii) any customization of the Services set forth above, such additional services shall be
subject to additional charges to be determined by Aetna.
Aetna also may adjust Service Fees effective as of the date on which any of the following occurs.
(1) If, for any product, there is a:
• 15% decrease in the number of Employees from the number assumed in Aetna's quotation of
September 1, 2009 , i.e. 771 Employees for Pharmacy, or from any subsequently reset
assumptions.
• 10% increase in the Member to Employee ratio from the ratio assumed in Aetna's quotation of
September 1, 2009, i.e., 2.0 Members to 771 Employees for Pharmacy, or from any
subsequently reset assumptions.
RX SFS 64
C.
Clinical Programs
•
Formulary Management
•
Prospective Drug Utilization Review Services
•
Concurrent Drug Utilization Review Services
•
Retrospective Drug Utilization Review Services
D.
Employee Services and Programs
Internet Services including
•
Aetna Navigator
•
Aetna Pharmacy Website
E. Rebate Administration
II.
General Administration Services
•
Implementation Services
•
Account Management
•
Customer Team Services
•
Communication Materials
•
ID Cards
•
Eligibility
•
Standard Report
If Customer requests and Aetna agrees to provide (i) additional services beyond the Services set forth
above, or (ii) any customization of the Services set forth above, such additional services shall be
subject to additional charges to be determined by Aetna.
Aetna also may adjust Service Fees effective as of the date on which any of the following occurs.
(1) If, for any product, there is a:
• 15% decrease in the number of Employees from the number assumed in Aetna's quotation of
September 1, 2009 , i.e. 771 Employees for Pharmacy, or from any subsequently reset
assumptions.
• 10% increase in the Member to Employee ratio from the ratio assumed in Aetna's quotation of
September 1, 2009, i.e., 2.0 Members to 771 Employees for Pharmacy, or from any
subsequently reset assumptions.
RX SFS 64
(2) Change in Plan - A material change in Plan is initiated by Customer or by legislative action.
(3) Change in Claim Administration - A material change in claim payment requirements or
procedures, account structure, or any other change materially affecting the manner or cost of
paying benefits.
Late Payment Charges
In addition to any termination rights under the Services Agreement which may apply, if the
Customer fails to provide funds on a timely basis to cover Benefit Cost payments in accordance with
Section 8 of the Master Services Agreement and/or fails to pay Service Fees on a timely basis as
provided in Section 6 of the Master Services Agreement, Aetna will assess a late payment charge. The
charge for 2010 will be as follows:
(i) Late payment of funds to cover Benefit Cost payments (e.g., late wire transfers): 12% annual
rate
(u) Late payment of Service Fees: 12% annual rate
In addition, Aetna will assess a charge to recover its costs of collection, including without limitation,
reasonable attorneys' fees.
The late payment charge percentage specified above is subject to change annually
RX SFS 65
HEALTH CARE/DEPENDENT CARE
FLEXIBLE SPENDING ACCOUNT
STATEMENT OF AVAILABLE SERVICES
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Services Agreement, the Services available from Aetna are described below.
Unless otherwise agreed in writing, only the Services selected by Customer in the Service and Fee Schedule (as
modified by Aetna from time to time pursuant to Section 6 of the Master Services Agreement) will be provided by
Aetna. Additional Services may be provided at Customer's written request under the terms of the Services Agreement.
This Statement of Available Services ("SAS") shall supersede any previous SAS or other document describing the
Services.
I. Excluded and/or Superseded Provisions of the Master Service Agreement
• Section 4 ("Standard of Care") is excluded and replaced by Section IV of this SAS (with respect to
Dependent Care only);
• Section 6 ("Service Fees), second paragraph, is excluded and replaced by Section V of this SAS;
• Section 7(D) ("Responsibilities on Termination") is excluded and replaced by Section VI of this SAS;
• Section 12 (Audit Rights") is superseded by this SAS, but only with respect to the size of the audit sample,
which shall be 150 claims;
• Section 13 ("Recovery of Overpayments") is excluded and replaced by Section VII of this SAS;
• Section 18 ("Non -Aetna Networks") does not apply with respect to the Services pursuant to this SAS.
II. Fiduciary Duty
It is understood and agreed that the Customer retains complete authority and responsibility for the Plan, its
operation, and the benefits provided there under, and that Aetna is empowered to act on behalf of Customer in
connection with the Plan only to the extent expressly stated in the Services Agreement or as agreed to in writing
by Aetna and Customer. Customer has the sole and complete authority to determine eligibility of persons to
participate in the Plan.
Customer and Aetna agree that with respect to applicable state law, Customer will be the "appropriate named
fiduciary" with respect to the Health Care FSA and the Dependent Care FSA for the purpose of reviewing
denied claims under the Health Care FSA and the Dependent Care FSA. It is also agreed that Aetna's
responsibilities under this SAS are ministerial and Aetna has no fiduciary responsibility under this SAS.
III. Administration Services:
A. Member and Claim Services:
1. Requests for Plan benefit payments for claims shall be made to Aetna on forms or other appropriate
means approved by Aetna. Such forms (or other appropriate means) may include a consent to the
release of medical, claims, and administrative records and information to Aetna. Aetna will process and
pay the claims for Plan benefits incurred after the Effective Date using Aetna's normal claim
determination, payment and audit procedures and applicable cost control standards in a manner
consistent with the terms of the Plan and the Services Agreement.
2. Whenever it is determined that benefits and related charges are payable under the Plan, Aetna will issue
a payment of such benefits and related charges on behalf of Customer. Funding of Plan benefits and
related charges shall be made as provided in Section 8 ("Benefit Funding") of the Master Services
Agreement.
3. Following an adverse benefit determination of a claim dining its initial submission, Aetna shall issue a
written notification of its decision to the Plan Participant consistent with Department of Labor
("DOL") regulations or other prevailing law, which shall include: the basis for the adverse benefit
FSA HC/DC SAS 66
determination; reference to the specific Plan provisions on which the determination is based; a
description of additional information which may be required in order to perfect the claim; how to
formally appeal the claim; and a general statement of rights under the Plan or prevailing law.
4. Upon receipt of an appeal by a Plan Participant, Aetna shall forward to Customer a copy of the entire
claim file, along with an appeal summary prepared by Aetna. Customer shall be responsible for, and has
otherwise reserved unto itself, final discretionary authority to render benefit determinations, inchijding
interpreting the terms of the Plan, during the review on appeaL Customer shall issue written notice of
any adverse benefit determination to the Plan Participant and Aetna, which shall include all the
requirements of applicable law.
5. Aetna shall provide customer service support for Plan Participants by toll free telephone, Monday
through Friday, during the hours of 8 AM and 6 PM.
B. Plan Sponsor Services:
1. Aetna will assign an Account Executive to Customer's account. The Account Executive will be
available to assist Customer in connection with the general administration of the Services, ongoing
communications with Customer and assistance in claims administration and record-keeping systems for
Customer's ongoing operation of the Plan.
2. Upon request by Customer and consent by Aetna, Aetna will implement changes in claims
administration consistent with Customer's modifications of its Plan. A charge may be assessed fait
implementing such changes. Customer's administration services fees, as set forth in the Service and Fee
Schedule, will be revised if the foregoing amendments or modifications increase Aetna s costs.
3. Aetna shall prepare the following standard accounting reports in accordance with the benefit -account
structure for use by Customer in the financial management and administrative control of the Plan
benefits:
(a) Monthly accounting reports which show:
(i) reimbursements made to members under the Plan, and
(ii) current month and year-to-date plan contributions.
(b) Upon Customer request, quarterly or semi-annual negative balance reports, if appropriate, under
the Plan.
(c) Annual plan closeout benefit payment reports in tape or paper format which include the following
information by employee and in aggregate:
(i) total employee deposits,
(ii) total expense reimbursement,
(iii) final account balance,
(iv) monthly listing of checks cleared and funds called from Employer account, and
(v) issued but unpaid benefits,
(vi) Upon Customer request, negative balance reports.
FSA HC/DC SAS 67
4. Aetna shall provide the Customer account activity statements for each Employee at a schedule agreed
upon between Aetna and Customer. Such statements will include the following information:
(a) Total contributions,
(b) Total reimbursed expenses, and
(c) Remaining account balance.
5. Aetna shall develop and install all agreed-upon administrative and record keeping systems.
6. As to the Health Care portion, if Customer has elected to allow the use of debit cards with respect to
the FSA, Aetna shall provide the capability for FSA participants to pay for health care FSA -eligible
expenses using debit card technology, including the production of FSA debit cards and claim
streamlining capabilities.
7. Aetna shall design and install a benefit -account structure separately by class of Employees, division,
subsidiary, associated company, or other classification desired by Customer.
8. Aetna shall assist Customer with regard to plan design and underwriting issues in connection with
benefit revisions, additions of new benefits and extensions of coverage to new Employees and their
Dependents.
9. Aetna will provide assistance in connection with the initial set up and design of Customer's Plan,
subject to the direction, review and approval by Customer. Customer shall have the final and sole
authority regarding the benefits and provisions of the self-insured portion of the Plan, as outlined in
Customer's Plan document. Customer acknowledges its responsibility to review and approve all Plan
documents and revisions thereto and to consult with Customer's legal counsel, at its discretion, in
connection with said review and approval. Aetna shall have no responsibility or liability for the content
of any of Customer's Plan documents, regardless of the role Aetna may have played in the preparation
of such documents.
10. Upon request of Customer, Aetna will provide Customer with information reasonably available to
Aetna which is reasonably necessary for Customer to prepare reports for the United States Internal
Revenue Service and Department of Labor.
11. Upon request of Customer, Aetna shall prepare an Aetna standard Plan description, including benefit
revisions, additions of new benefits, and extension of coverage under the Plan. If the Customer elects
to have an Aetna non-standard Plan description, Aetna will provide a custom Plan description with all
costs bome by Customer.
12. Upon request of Customer, Aetna will review Customer prepared employee Plan descriptions, subject
to the Customer's final and sole authority regarding benefits and provisions in the self-insured portion
of the Plan. Aetna shall have no responsibility or liability for the content of any of Customer's Plan
description, regardless of the role Aetna may have played in the preparation of such description.
13. Upon request by Customer, Aetna will arrange for the printing of Plan descriptions, with all costs
borne by Customer.
14. Upon request by Customer, Aetna will arrange for the custom printing of forms, with all costs borne
by Customer.
FSA HC/DC SAS 68
W. Standard of Care
Aetna will discharge its obligations under the Services Agreement with that level of reasonable care which a
similarly situated Services provider would exercise under similar circumstances In connection with its fidttciary
powers and duties hereunder, Aetna shall observe the standard of care and diligence required of a fiduciary
under applicable state law.
V. Service Fees
Aetna shall submit to the Customer on a monthly basis a statement showing the installation fee and monthly
fees due for each month of the Agreement Period. For each month, the fee may consist of the monthly
administrative fee or any other fee applicable for that month. The fee is due and payable on the date shown on
such statement (the "Payment Due Date").
VI. Responsibilities on Termination
Upon termination of the Services described in this Flexible Spending Account SAS for any reason other than
termination under Section 7 (C) (2), Aetna may be requested by Customer, and Aetna may agree, to continue
processing runoff claims for Plan benefits that were incurred prior to but not processed as of the termination
date which are received by Aetna no later than the Last Claim Received Date, as defined in the Appendix',
attached to this SAS. Aetna will be entitled to the same fees (as shown in the Service and Fee Schedule) as were
in effect on the date the SAS terminated. The procedures and obligations described in the Services Agreement,
to the extent applicable, shall survive the termination of the Services Agreement and remain in effect with
respect to such claims. Benefit payments processed by Aetna with respect to such claims which are pended or
disputed will be handled to their conclusion by Aetna and the procedures and obligations described in this
Services Agreement, to the extent applicable, shall survive the expiration date with respect to such claims:.
Requests for benefit payments received after the Plan Close Out Date will be returned to the Customer or,
upon its direction, to a successor administrator at the Customer's expense.
Customer will be liable for all Plan benefit payments made by Aetna in accordance with the preceding
paragraph (D) following the termination date or which are outstanding on the termination date. Customer will
continue to fund Plan benefit payments through the banking arrangement described in Section 8 (`Benefit
Funding") of this Master Services Agreement and agrees to instruct its bank to continue to make funds
available until all outstanding benefit payments have been funded by Customer or until such time as mutually
agreed upon by Aetna and Customer (e.g., Customer's wire line and bank account from which the Bank
requests funds must remain open for one (1) year after runoff processing ends, two (2) years after termination).
Upon termination of the SAS and provided all Service Fees have been paid, Aetna will release to Customer or
to a successor administrator, in Aetna s standard format, all claim data, records and files within a reasonable
time period following the termination date. All costs associated with the release of data, records and files from
Aetna to Customer shall be paid by Customer. Except as otherwise provided herein, any claims received by
Aetna after the termination date will be forwarded to Customer or to the provider at Customer's expense;
Aetna will bear no responsibility with respect to such claims.
VII. Recovery of Overpayments
The parties will cooperate fully to make reasonable efforts to recover overpayments of Plan benefits. If it is
determined that any payment has been made by Aetna to or on behalf of an ineligible person or it is dete mined
that more than the appropriate amount has been paid, Aetna shall undertake good faith efforts to recover the
erroneous payment. For the purpose of this provision, "good faith efforts" means that Aetna will contact the
responsible party once via letter, phone, email or other means to try to make the recovery. Except as stated in
this section, Aetna has no other duties with respect to the recovery of overpayments.
Overpayments must be determined by direct proof of specific claims. Indirect or inferential methods of proof —
such as statistical sampling, etc. — may not be used to determine overpayments. In addition, application of only
software may not be used to determine overpayments.
FSA HC/DC SAS 69
VIII. Performance Guarantees
Any Performance Guarantees applicable to Aetna's provision of Services provided pursuant to this SAS are
displayed in Appendix II to the Services Agreement.
IX. Fees
The following Administrative Fees are provided in conjunction with Aetna's Services relating to the Health
Care FSA and Dependent Care FSA. All Administrative Fees from this SAS are summarized in the following
Service and Fee Schedule.
FSA HC/DC SAS 70
SERVICE AND FEE SCHEDULE
Customer hereby elects to receive the Services designated below. The corresponding Administrative Fees effective for
the period beginning January 1, 2010 and ending December 31, 2010 are specified below. They shall be amended for
future periods, in accordance with Section 6 of the Master Services Agreement.
Fees for services performed by Aetna in accordance with the SAS will be determined by Aetna in accordance with the
following.
1. In General. Fees for standard services as described in the SAS consist of (a) an installation fee, (b) a tntnthly
administration fee, and (c) other fees. The corresponding Fees effective for the period beginning January 1, 2010 and
ending December 31, 2010 shall be as follows:
Services
Service Fees
Monthly Administration Fee
$ 6.90 Per Participant/Per Month
In general, the number of Plan Participants on which the per -Participant -per -month fee is based for any month is the
sum of (1) the number of Plan Participants on the first day of the Plan Year plus (2) the number of Plan Particiants
that have been added during the Agreement Period. This number is determined as of the first day of each montii of
the Agreement Period and any Transition Period, as defined in the Appendix to this SAS. Plan Participants who
terminate during a month are included in the Plan Participant count for purposes of determining that month's per -
Participant fee.
The fees shown above are based on administrative services selected. Aetna may adjust the Service Fees effective as of
the date on which any of the following occurs:
(a) If, for any Service, there is a 10% change in the number of employees participating in the health care flexible
spending account and dependent care flexible spending account from the number assumed in Aetna's
quotation of September 1, 2009 or from any subsequently reset assumptions.
(b) Change in Plan — A material change in the Plan is initiated by the Customer or by legislative action.
(c) Change in Administration — A material change in claim payment requirements or procedures, account
structure or any other change materially affecting the manner or cost of paying benefits.
2. Late Payment Charges: In addition to any termination rights under the Services Agreement which may
apply, if the Customer fails to provide funds on a timely basis to cover Plan benefit payments as provided in Sel¢tion 8
of the Master Services Agreement, and/or fails to pay Service Fees on a timely basis as provided in Section 6 of the
Master Services Agreement, Aetna will assess a late payment charge. The charge for 2010 will be as follows:
(a) late funds to cover benefit payments (e.g., late wire transfers): 12% annual rate
(b) late payments of Service Fees: 12% annual rate
In addition, Aetna will assess a charge to recover its costs of collection including reasonable attorneys' fees.
The late payment charge percentage specified above is subject to change annually.
FSA HC/DC SFS 71
COBRA SERVICES
STATEMENT OF AVAILABLE SERVICES
EFFECTIVE January 1, 2010
MASTER SERVICES AGREEMENT No. MSA -819919
Subject to the terms and conditions of the Services Agreement, the COBRA Services available from
Aetna are described below in this Statement of Available Services ("SAS"). Unless otherwise agreed
in writing, only the Services selected by Customer in the Service and Fee Schedule (as modified by
Aetna from time to time pursuant to Section 6 of the Master Services Agreement) will be provided
by Aetna. Additional Services may be provided at Customer's written request under the terms of the
Services Agreement. This Statement of Available Services shall supersede any previous SAS or other
document describing the Services.
I. Excluded and/or Superseded Provisions of Master Services Agreement:
• Section 5 ("Fiduciary Duty") is excluded and replaced by Section V of this COBRA SAS;
• Section 7. "Termination" is excluded and replaced by Section VII of this COBRA SAS;
• Section 8 ("Benefit Plan Funding") does not apply with respect to the Services provided
pursuant to this COBRA SAS;
• Section 9 ("Customer Responsibilities") is excluded and replaced by Section IV of this
COBRA SAS;
• Section 12. "Audit Rights" is excluded and replaced by Section VI of this COBRA SAS;
• Section 18: "Non -Aetna Networks" does not apply with respect to Services provided
pursuant to this COBRA SAS;
• Section 20 (D): "Communications" does not apply with respect to Services provided
pursuant to this COBRA SAS.
II. COBRA Standard Administration Services:
Throughout the term of this SAS and upon Aetna's receipt of any and all necessary
information, Aetna will perform the COBRA services specified below.
A. Accept from Qualified Beneficiaries (as defined in COBRA) who elect continued
coverage, (a) a specially prepared Aetna form (or one that is acceptable to Aetna) and (b) a
payment with such form to cover the amount due based on the number of full months
from the date of coverage termination that results from the Qualifying Event (as defined
in COBRA) to the date of such election by the Qualified Beneficiary.
B. Commence billing and collection for Qualified Beneficiaries on a monthly basis, using
individual billing dates based on their COBRA coverage effective dates, following proper
notification of their election of continuation. A thirty (30) day grace period will be allowed
for payment of the amount due. Customer shall supply Aetna in writing or by electronic
medium acceptable to Aetna with all information regarding the premium amounts to be
collected by Aetna from Qualifying Beneficiaries.
C. Accept notices of second Qualifying Event or Social Security Administration disability
determination in accordance with COBRA.
D. Accept and remit COBRA premium payments. Pursuant to COBRA, Aetna will not be
responsible for accepting amounts sent by Qualified Beneficiaries which are less than the
amounts billed. Such partial payments may be returned with a request for full payment.
Cobra SAS 72
Customer and Aetna understand that in some cases the amounts, if significant even
though not total, will have to be accepted by Aetna and Customer.
E. Determine whether each COBRA Participant has timely paid the required COBRA
premium amount Provide notice of nonpayment or insufficient payment to a COBRA
Participant on subsequent billing statement(s).
F. Furnish to Qualified Beneficiaries general information informing them of possible state
conversion to individual conversion plans availability and referring them to published
details of the Plan at the end of the maximum continuation periods (e.g. 18, 29 or 36
months).
G. Furnish, in the event of termination of this SAS or this Services Agreement, a general
notice to all Qualified Beneficiaries advising them to make contact with the Customer for
further continuation information.
H. Furnish the Customer the following regular reports:
(1)
Eligibility and Payment Status Report : A monthly statement of all Qualified
Beneficiaries for whom coverage is continued, including such information as name,
Social Security Number, date of birth, effective date of coverage and benefit
information, amount and payment dates of payments made, date through which paid,
current coverage status "family" status; ie., employee only, employee and dependents
etc.
(2) Activity List: A weekly statement of all qualified Beneficiaries enrolled, changed or
terminated, including the effective dates of such events.
Aetna -produced reports of Qualified Beneficiaries will be based on pertinent information
given to and processed by Aetna as of the date of such reports. Aetna will include
Qualified Beneficiaries on such reports if the amount owed was still in the grace period
and the Qualified Beneficiaries had not been terminated for any other reason on the date
the reports were prepared.
I. Aetna will deposit the amounts actually collected in a general account for COBRA
payments. Aetna will remit to the Customer the full amount collected for any non-insured
portion of the plan involving an ASC. If the Fee Schedule attached hereto describes the
administrative service fee of 2%, that under COBRA is charged to the Qualifying
Beneficiary, to be payable to Aetna, Aetna shall retain that amount of 2% from the
amounts actually collected and will not remit that 2% to the Customer. For an Aetna
Insured portion of the plan, appropriate collected amounts will be transferred as an
advance against premium. If the Fee Schedule attached hereto describes the administrative
service fee of 2%, that under COBRA is charged to the Qualifying Beneficiary, to be
payable to Aetna, the amounts transferred as an advance against premium shall not include
the 2% which shall be retained by Aetna as part of the administrative fees.
Upon advance and reasonable notice, provide the Customer with address labels or
electronic lists of Qualified Beneficiaries annually to be used in the distribution of any
required open enrollment materials, new summary plan descriptions or other mass
mailings.
J.
Cobra SAS 73
K. Upon advance and reasonable notice from the Customer, distribute notices of
unavailability of COBRA coverage.
L. Distribute notices of termination of COBRA coverage.
III. COBRA Additional Administration Services:
Throughout the term of this SAS and upon Aetna's receipt of any and all necessary
information, Aetna will perform those additional COBRA services specified below which are
listed in the separate attached Service and Fee Schedule.
A. Prepare and distribute the initial / General COBRA notices upon receipt of a weekly
listing from the Customer, in a form acceptable to Aetna, of all newly covered active
employees whom notice is to be provided, including such information as name, address,
social security number. The information in the list, regardless of the form of such list,
including E7Link, shall be accurate and complete. If Aetna comes to the conclusion that
the data provided is incorrect or incomplete Aetna may reject the information in its totality
or request a correction of the information with errors. Customer will be able to send all
the information of that group again without the errors and/or request an immediate
revision with Aetna of the data that Aetna indicated to be in error or to be incomplete.
B. Prepare and distribute COBRA Qualifying Event election form notices to each Qualified
Beneficiary informing them of their continuation rights upon termination of coverage and
specify the monthly amounts to be paid as premium.
C. Perform maintenance of eligibility only services (Plan Participants maintained in the
Individual Billing System for eligibility only).
D. Mail HIPAA Certification notices.
IV. Duties of the Customer.
A. The Customer shall furnish all records and information to Aetna as are needed for Aetna
to perform services under this Services Agreement. Aetna will rely in the records and
information furnished by Customer to perform the services described in this SAS.
B. The Customer shall notify in writing to Aetna of the required monthly premium rates for
COBRA coverage. Modifications in monthly premium rates will be applied by Aetna sixty
(60) days after the written notice from Customer is received by Aetna.
C. The Customer shall notify each affected entity (HMO or other health insurance carriers)
of the existence of this Services Agreement; secure from each of the entities mentioned
above in this provision, written acceptance of all of the provisions of this Services
Agreement; send as soon as possible to the address included in section VIII below, but no
later than ninety (90) days after signing this Services Agreement, copies of such
acceptances from the Entities mentioned above in this provision.
D. Customer shall pay Aetna the required service fees, as detailed in the Service and Fee
Schedule on a timely and accurate basis.
Cobra SAS 74
V. Fiduciary Responsibility:
A. For the purpose of this SAS and the responsibilities assumed by Aetna to perform the
services defined under this SAS, Aetna shall not be considered the plan administrator or
the plan's named fiduciary, as those terms are defined under the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
B. The Customer is the named fiduciary for the Plan and it retains final authority and
responsibility for interpreting the Plan and for the Plan's operation. An appropriate
fiduciary shall act on behalf of the Customer/Health Plan to resolve any and all disputes
or disagreements with potential Qualifying Beneficiaries regarding eligibility
determinations.
VL Audit:
A. Aetna agrees that Customer or a reputable independent auditor retained by Customer may
inspect and audit, at Customer's sole cost and expense, the books and accounts of the
services rendered by Aetna as part of this SAS. Aetna must cooperate with the
independent auditor and make its books and records related to the COBRA services
available during normal business hours upon 60 days written notice to Aetna.
B. If an audit discloses any problems with the services rendered, Aetna shall have sixty (60)
days from the time the final audit report is provided to Aetna to confirm or reject the
audit findings. If the audit findings are confirmed by Aetna, it shall make best efforts to
correct the problems on behalf of Customer, in accordance with Aetna's policies and
procedures. If Aetna rejects the findings it should do so with an explanation of such
rejection in writing.
VII. Termination:
A. Either party may terminate this SAS at any time by providing at least thirty (30) days'
written notice.
B. Aetna may terminate the SAS if Customer fails to pay any required fee or charge where
such failure to pay continues for a period of thirty (30) days after the due date.
C. Either party may terminate this SAS by written notice provided fifteen (15) days before the
date of termination, if the termination is "for cause." "For cause" shall mean any of the
following events:
(1) failure of either party to comply with a material term of this SAS which, after being
provided written notice of a failure, and the failure to comply has not been corrected
within thirty (30) days of such notice;
(2) The Services Agreement shall terminate automatically upon termination if the
Customer ceases to provide a health plan to its employees.
D. Upon termination of this Services Agreement, an accounting and settlement for service
fees and charges accrued to the date of termination shall be made within ninety (90) days.
E. Aetna will return to Customer all amounts collected from Qualifying Beneficiaries but not
remitted as provided hereunder as of the date of termination.
Cobra SAS 75
F. Both parties recognize the need of a transition period after the termination of this SAS or
the Services Agreement. This transition will include the need of dealing with the new
COBRA members. Customer shall notify Aetna in writing as soon as possible, but no later
than thirty (30) days before the date of termination, of the transitional support which will
be needed from Aetna. Customer will indicate whether or not Customer is going to be in
charge of such transition or if Customer will require Aetna's support. If Customer requires
Aetna's support during such transition it agrees to continue paying the fees as described in
the Service and Fee Schedule during the transition period. The charges for additional
services performed in support of such transition will be mutually agreed upon prior to the
date of termination.
G. Upon termination of this SAS or Services Agreement, Customer will assume sole and
immediate responsibility for all the services herein.
VIII. Notice:
Except as set forth in this Services Agreement, all notices required or permitted to be given,
shall be in writing and shall be sent by mail, return receipt requested, or by facsimile with a
confirmation by mail, to the parties at their respective addresses set forth below:
Aetna at. Aetna, Inc
Attention: Individual Billing Unit
151 Farmington Avenue, MB52
Hartford, CT 06156-3124
Fax: 860-754-1095
Employer a CITY OF ROUND ROCK
Attention: Linda Gunther
221 East Main Street
Round Rock, TX 78664
or to any other address or to other persons designated by written notice given from time -to -
time during the term of this SAS by one party to the other. Except as set forth, if mailed in
accordance with the provisions of this paragraph, the notice shall be deemed to be received
three (3) business days after mailing.
IX. Fees
The following initial Administrative Service Fees are provided in conjunction with Aetna's
Services relating to the self funded COBRA Services offered under the Customer's self funded
benefits plan. All Administrative Fees from this SAS are summarized in the following Service
and Fee Schedule.
The fees described in this Service and Fee Schedule will not be modified by Aetna unless it
provides the Customer with 30 days advance written notice of such modification. Such notice
will be sent to the address indicated in section VIII.
Cobra SAS 76
SERVICE AND FEE SCHEDULE
The corresponding Service Fees effective for the period beginning January 1, 2010 and ending
December 31, 2010 are specified below. They shall be amended for future periods, in accordance
with Section 6 of the Master Services Agreement.
Individual Billing Administration
COBRA Administrative Fees
Installation or Restructure Fee $1.000.00
For a direct billing arrangement setup within a control number. Payable only in the first year. A full
or partial charge may also be applied for restructures after the initial setup, e.g., whenever new
records must be established for existing continuees who are being moved to a new or revised control,
suffix, plan or account structure.
Fee Per COBRA Participant Per Month for Standard Services
Monthly fee charged for each primary participant enrolled in COBRA
Fees For Additional Services
PPPM Fee
$7.15*
Initial/General Notification $3.25
The Customer requests that Aetna send out notification to each newly hired employee detailing
COBRA rights in the event that they or a covered family member experience a COBRA event.
COBRA Qualifying Event Election Notification
After the qualifying event has occurred, the Customer requests that Aetna send out enrollment
notification materials to each Qualified Beneficiary. Fees vary based on method of Aetna receiving
source information from Customer.
Electronic File (Secure Web Transfer)
Paper — standard format
$8.35
Not Applicable
Maintenance of Eligibility Only Services
Plan Participants maintained in the Individual Billing
System for eligibility only
PPPM Fee
$3.10
HIPAA Certification Notices
Cost per certificate mailed $3.00
Individual Billing Administration fees are billed directly to the Customer on a quarterly basis. The
quarter commences with the administration effective date.
Cobra SFS 77
Appendix I - Health Coverage
PLAN OF BENEFITS
PAYABLE UNDER
MASTER SERVICES AGREEMENT No. MSA -819919
EFFECTIVE January 1, 2010
An Agreement between
Aetna Life Insurance Company
and
City of Round Rock
("Customer")
Appendix Contents
This Appendix consists of the provisions found in the Booklet(s) listed below.
A "Booklet" consists of:
The Employee Booklet Base document ("Booklet Base") which describes benefits paid from the
Customer's funds.
Any Schedule of Benefits ("SOB") and Amendment ("Amend.") issued to support or amend the
Booklet Base.
The Booklet(s) included in this Appendix are as follows:
Identification Issue Date Effective Date Eligible Group and/or
Type of Coverage
Book Base: 1 December 3, 2009 January 1, 2010 POS II
SOC: IA December 3, 2009 January 1, 2010 High Option
SOC: 1B December 3, 2009 January 1, 2010 Low Option
Book Base: 2 December 4, 2009 January 1, 2010 PPO Dental
SOC: 2A December 4, 2009 January 1, 2010
Book Base: 3 December 4, 2009 January 1, 2010 Vision
SOC: 3A December 4, 2009 January 1, 2010
Amend: 1 December 4, 2009 January 1, 2010 POS II OOA Dependents
Complaint and Health December 4, 2009 January 1, 2010
Rider
APP I - Contents 78
Appendix I - Flexible Spending Account - Dependent Care
PLAN OF BENEFITS FOR
MASTER SERVICES AGREEMENT No. MSA -819919
EFFECTIVE January 1, 2010
An agreement between
Aetna Life Insurance Company ("Aetna")
and
City of Round Rock
(Customer)
Section 1
Purpose and Definition
1.1 Purpose
The Plan will provide Eligible Employees of the Customer with a choice of receiving certain tax free
benefits provided by the Customer in lieu of taxable compensation.
As used in this Appendix, Plan means the Customer's Dependent Care Assistance Plan.
It is intended that the Plan provide, as part of the Customer's cafeteria plan within the meaning of
Section 125 of the Internal Revenue Code of 1986, as amended, (hereinafter referred to as the
"Code") Dependent Care Assistance, within the meaning of Section 129 of the Code, the benefits of
which are eligible for exclusion from the Employee's income under Section 129(a) of the Code, and
are allowable under the applicable rules of Section 125 of the Code.
1.2 Definitions
(a) Covered Expenses: those listed in Subsection 2.2(b) of this Appendix, subject to the
limitations in Subsections 2.3 and 2.4.
(b)
Dependent: any individual who, in the current calendar year, is a spouse of a Plan Participant
or a dependent of a Plan Participant as defined in Section 152(a) of the Code.
(c) Eligible Employees: all full time Employees.
(d) Employee: any individual who is considered to be in a legal employer-employee relationship
with the Customer. Such term indudes former employees for the limited purposes of
allowing continued eligibility for benefits hereunder for the remainder of the Plan Year in
which an employee ceases to be employed by the Customer. or, if longer, the period during
which a former employee has elected to continue coverage following termination of
employment as provided by Section 4980B of the Code and Section 601 of the Employee
Retirement Income Security Act as amended (hereinafter referred to as "ERISA").
APP I - FSA Deps Care 79
(e) Maximum Benefit: the maximum amount allowable, as specified in Subsection 2.4 of this
Appendix for Dependent Care Assistance, to a Plan Participant in any Plan Year.
(f) Plan Participant
(i)
any Eligible Employee who has elected to receive benefits under the Plan and who has
entered into a salary reduction agreement which provides funding for a Dependent
Care Assistance Account.
(ii) a terminated employee who continues contributions pursuant to Subsection 3.2 of this
Appendix, but only to the extent of such contribution.
(iii) a terminated employee whose eligibility for reimbursement continues for the period of
coverage prior to termination.
(g) Plan Administrator. the Customer is the Plan Administrator for purposes of ERISA.
(h)
(i)
Plan Year
For the first year the Plan is in effect, January 1 through December 31.
For each succeeding year, January 1 through December 31.
(ii) Extended Plan Year
January 1 (or the first day of the Plan Year) through March 31 of the following year.
(i) Dependent Care Center a center that meets the standards set forth in Subsection 2.2(c) of
this Appendix.
0) Qualifying Individual: an individual who meets the definition set forth in Subsection 2.2(a)
of this Appendix.
(k) Account: an account for each Plan Participant under the Plan to which are credited the
contributions made by or on behalf of such Plan Participant.
Section 2
Dependent Care Assistance Coverage
2.1 Dependent Care Assistance - General
Every Plan Participant who has elected to receive benefits pursuant to this Section 2 will be eligible
to receive a benefit for Covered Dependent Care Assistance Expenses incurred by the Plan
Participant or the Plan Participant's spouse, subject to the limitations hereinafter described. Benefits
will be payable only with respect to expenses that are "employment-related expenses" under Section
21 of the Code, and are otherwise reimbursable under the rules of Sections 125 and 129 of the Code.
For any Plan Year, benefits will be payable under this Section 2 only for Covered Dependent Care
Assistance Expenses which are incurred during the Plan Year and during the time that the Eligible
Employee is a Plan Participant.
APP I - FSA Deps Care 80
2.2 Covered Expenses
(a) Expenses for Dependent Care Assistance services will be reviewed as eligible for
reimbursement only if the services are performed for the benefit of a "Qualifying
Individual," A Qualifying Individual is:
(b)
(i) a Plan Participant's Dependent who is under the age of 13, and with respect to whom
the Plan Participant is entitled to a deduction under Section 151(c) of the Code;
A Plan Participant's Dependent who is physically or mentally incapable of caring for
him/herself;
(u7
the Plan Participant's spouse if he/she is physically or mentally incapable of caring
for him/herself.
In order to be reviewed as a reimbursable Dependent Care Expense, the expense must have
been incurred for services which enable the Plan Participant and his/her spouse to remain
gainfully employed. These services are:
(i)
Household services, including, but not limited to, services performed by a maid or
cook, provided such services are at least in part attributable to the care of one or
more Qualifying Individuals;
(ii) Services for the care of one or more Qualifying Individuals in the Plan Participant's
home;
()
Services for the care of one or more Qualifying Individuals outside of the home of a
Plan Participant if the Qualifying Individuals are either (a) under age 13 or (b)
regularly spend at least 8 hours each day in the Plan Participant's home;
(iv) The services of a Dependent Care Center.
(c) A Dependent Care Center is a facility which provides care for more than six individuals
(other than individuals who reside in the facility), receives a fee, payment or grant for
providing services for any of these individuals, and complies with all applicable laws and
regulations of the state or unit of local government where it is located.
2.3 Limitations on Benefits
(a) Dependent Care Assistance benefits will not be paid for expenses:
(i)
(ii
Paid to a Qualifying Individual with respect to whom, for the taxable year, a
deduction under Section 151(c) of the Code is allowable to either the Plan Participant
or his/her spouse.
Paid to the Plan Participant's child under age 19 at the close of the taxable year.
APP I - FSA Deps Care 81
(iii) Of a Participant whose parent is in a Nursing Home with respect to the expense
incurred for the parent's care provided by the Nursing Home.
(b) All benefits payable pursuant to this Section 2 shall be paid exclusively from the Plan
Participant's Dependent Care Assistance Account. A Plan Participant may not receive a
benefit for Covered Dependent Care Assistance Expenses incurred for any one month
which is in excess of the balance in the Plan Participant's Dependent Care Assistance
Account as of the date of the payment of the incurred expense. In no event shall the benefit
payable under this Section 2 with respect to any Plan Year exceed the maximum amount
allowable for dependent care assistance under the Plan as specified in Subsection 2.4 of this
Appendix.
2.4 Maximum Benefit
Under this Plan, the maximum amount of coverage that may be elected by a Plan Participant for
dependent care expense reimbursement per family per Plan Year is $ 5,000.
Section 3
General Provisions
3.1 Effective Date
The Plan described in this Appendix shall be effective January 1, 2010.
3.2 Post -Termination Contributions
With respect to terminated Employees only, contributions may be made on a post -tax basis to the
Dependent Care Assistance Account (COBRA continuation does not apply to Dependent Care) until
the end of the Plan Year daring which termination occurs. If however, contributions are
discontinued upon termination of employment, coverage will cease immediately.
3.3 Changes in Participant Election
Changes in the Plan Participant's election may be made by the Plan Participant during the Plan Year
provided there has been an applicable status event, as specified in Section 125 of the Code and any
regulations there under. A status event includes, but is not limited to:
(i) change in marital status (e.g., marriage, death of spouse, divorce, legal separation,
annulment);
(ii) change in number of Dependents (e.g., birth, death, adoption, placement for adoption);
(iii) change in employment status of Plan Participant, spouse or Dependent by reason of
termination or commencement of employment, strike or lockout, commencement of or
return from unpaid leave of absence, or change in worksite, including change in Plan
eligibility resulting from change in employment status;
(iv) change in Dependent eligibility under the Plan (e.g., by reason of age or change in student
status);
(v) change in residence of participant, spouse, or Dependent.
Changes in the Plan Participant's election pursuant to Subsection 3.2 must be consistent with the
status event.
APP I - FSA Deps Care 82
3.4 Termination of Coverage
Coverage in this Plan will terminate immediately upon the earliest to occur of:
(a) the first day of a Plan Year for which the Eligible Employee has not elected to participate.
(b)
termination of employment. Reimbursements may not be made for claims incurred after
termination except where a terminated employee has elected to continue to make
contributions on a post -tax basis as specified in Subsection 3.2 of this Appendix for the Plan
Year in which the termination occurs. If the terminated employee elects to continue to make
contributions to the Plan on a post -tax basis, then claims for expenses incurred at any time
during that Plan Year may be submitted up until the last day of the Extended Plan Year.
(c) the date on which contributions cease to be made by or on behalf of a Plan Participant.
(d) the discontinuance of the Plan.
(e) the discontinuance of the Master Services Agreement.
3.5 Payment of Benefits and Incurred Expenses
(a) A Plan Participant will make a claim for benefits by making a request to the Plan
Administrator on a form acceptable to the Plan Administrator. A Plan Participant must
provide (i) a written statement from "an independent third party" (e.g., health care provider,
hospital, etc.) stating that the expense has been incurred and the amount of such expense
and (ii) a written statement that such expense is not covered and not reimbursable under any
other health plan coverage.
(b) Claims will be paid monthly. An explanation of claim settlement will be provided with each
claim payment. All claims for Covered Expenses incurred during the Plan Year must be
submitted by the last day of the Extended Plan Year.
(c) The maximum allowable reimbursement available for Dependent Care Assistance under the
Plan shall be determined under Subsection 2.3(b) of this Appendix.
3.6 Administration
At least monthly, the Customer will send Aetna information regarding Plan Participant enrollment
and account contributions which is sufficient to administer the Plan. Each month Aetna will send the
Customer a listing of drafts cleared and funds called from the employer's account. Aetna will
accumulate year-to-date deposits and maintain information on the claims paid and the resulting
Account balances.
APP I - FSA Deps Care 83
3.7 Settlement of Accounts
Any funds remaining in a Plan Participant's account as of the last day of the Extended Plan Year will
be either (a) applied to administrative expenses of the Plan for the year, (b) used to reduce required
charges for the following Plan Year, (c) refunded to Plan Participants on a "reasonable and uniform
basis" --reasonable and uniform means contributions must be allocated among all participants
regardless of claim experience, or (d) used in such other manner as permitted under Section 125 of
the Code, Aetna will provide the Customer with account balance information for the previous Plan
Year as soon as reasonably possible after such date. This information will include total contributions,
total payments and any remaining account balance for each Plan Participant.
3.8 IRS Determination
Any determination as to qualification of an expense under this Plan is subject to interpretation by the
Internal Revenue Service (IRS). Should the IRS take a position contrary to that applied under this
Plan, this Plan will be administered according to IRS instructions. Plan Participants who disagree
with the IRS position, and wish to appeal that position, must obtain their own counsel.
APP I - FSA Deps Care 84
Appendix I - Flexible Spending Account - Health Care
PLAN OF BENEFITS FOR
MASTER SERVICES AGREEMENT No. MSA -819919
EFFECTIVE January 1, 2010
An agreement between
Aetna Life Insurance Company ("Aetna")
and
City of Round Rock
(Customer)
Section 1
Purpose and Definition
1.1 Purpose
The Plan will provide Eligible Employees of the Customer with a choice of receiving certain tax free
benefits provided by the Customer in lieu of taxable compensation.
As used in this Appendix, Plan means the Customer's Health Care Expense Reimbursement Plan.
It is intended that the Plan provide, as part of the Customer's cafeteria plan within the meaning of
Section 125 of the Internal Revenue Code of 1986, as amended, (hereinafter referred to as the
"Code") Health Care Expense Reimbursement, to the extent such benefits are eligible for exclusion
from the Employee's income under Sections 105, 106, other applicable provisions of the Code, and
are allowable under the applicable rules of Section 125 of the Code.
1.2 Definitions
(a) Covered Expenses: those listed in Subsection 2.3 of this Appendix, subject to the limitations
in Subsections 2.4 and 2.5.
(b)
Dependent: any individual who, in the current calendar year, is a spouse of a Plan Participant
or a dependent of a Plan Participant as defined in Section 152(a) of the Code.
(c) Eligible Employees: all full time Employees.
(d) Employee: any individual who is considered to be in a legal employer-employee relationship
with the Customer. Such term includes former employees for the limited purposes of
allowing continued eligibility for benefits hereunder for the remainder of the Plan Year in
which an employee ceases to be employed by the Customer. or, if longer, the period during
which a former employee has elected to continue coverage following termination of
employment as provided by Section 4980B of the Code and Section 601 of the Employee
Retirement Income Security Act as amended (hereinafter referred to as "ERISA").
APP I - FSA Health Care 85
(e) Maximum Benefit: the maximum amount allowable, as specified in Subsection 2.5 of this
Appendix for Health Care Expense Reimbursement, to a Plan Participant in any Plan Year.
(f) Plan Participant:
(i)
(u)
(m)
any Eligible Employee who has elected to receive benefits under the Plan and who has
entered into a salary reduction agreement which provides funding for a Health Care
Expense Reimbursement Account.
a terminated employee who continues contributions pursuant to Subsection 3.2 of this
Appendix, but only to the extent of such contribution.
a terminated employee whose eligibility for reimbursement continues for the period of
coverage prior to termination.
(g) Plan Administrator: the Customer is the Plan Administrator for purposes of ERISA.
(h)
(i) Plan Year
For the first year the Plan is in effect, January 1 through December 31.
For each succeeding year, January 1 through December 31.
(ii) Extended Plan Year
January 1 (or the first day of the Plan Year) through March 31 of the following year.
(i) Account an account for each Plan Participant under the Plan to which are credited the
contributions made by or on behalf of such Plan Participant.
Section 2
Health Care Expense Reimbursement Coverage
2.1 Health Care Expense Reimbursement - General
Every Plan Participant who has elected to receive benefits pursuant to this Section 2 will be eligible
for reimbursement of Covered Expenses incurred by the Plan Participant and his/her Dependent
subject to the limitations hereinafter described. For any Plan Year, benefits will be payable under this
Section 2 only for Covered Expenses which are incurred during the Plan Year and during the time
that the Eligible Employee is a Plan Participant.
2.2 Covered Expenses
In order for a Plan Participant to receive reimbursement from the Health Care Expense
Reimbursement Account, a health care expense of the Plan Participant or his/her Dependent must
be:
(a) approved by Aetna as reimbursable,
APP I - FSA Health Care 86
(b) of the type specified in Subsection 2.3 of this Appendix, and
(c) of the type that is recognized as properly reimbursable under Section 125 of the Code for
the Plan Participant or his/her Dependents.
A Plan Participant's payments for any other health coverage shall not be considered a Covered
Expense under the Plan. No Plan Participant may receive reimbursement under this Section 2 for any
expense for which he/she is entitled to reimbursement under any other plan of medical, dental,
pharmacy, vision or hearing expenses.
2.3 List of Covered Expenses
Covered Expenses will include:
(a) Expenses incurred for which no benefits are paid or payable under any hospital, medical,
dental, vision or hearing coverage program solely because of any one or more of the
following
(i) deductibles or copayments;
(ii) coinsurance provisions;
(iii) the excess over reasonable and customary charges;
(iv) the excess over any scheduled maximum benefit limitation provisions; or
(v) Any other medical/dental expense that is considered a deductible health care expense
under the Code and is properly reimbursable under the applicable rules of Section 125
of the Code.
2.4 Limitations on Benefits
All benefits payable pursuant to this Section 2 shall be paid exclusively from the Plan Participant's
Health Care Expense Reimbursement Account. The amount available for reimbursement shall, at all
times during the Plan Year, be equal to the amount of coverage elected by the Plan Participant less
any reimbursement made previously during the Plan Year. However, in no event shall the benefits
payable under this Section 2 with respect to any Plan Year exceed the maximum amount allowable
for health care expense reimbursement under the Plan as specified in Subsection 2.5 of this
Appendix.
2.5 Maximum Benefit
Under the Plan, the maximum amount of coverage that may be elected by a Plan Participant for
health care expense reimbursement per family per Plan Year is $ 5,000.
Section 3
General Provisions
3.1 Effective Date
The Plan described in this Appendix shall be effective January 1, 2010.
APP I - FSA Health Care 87
3.2 Post -Termination Contributions
With respect to terminated Employees only, contributions may be made on a post -tax basis to the
Health Care Expense Reimbursement Account until the end of the Plan Year during which
termination occurs. If however, contributions are discontinued upon termination of employment,
coverage will cease immediately.
3.3 Changes in Participant Election
Changes in the Plan Participant's election may be made by the Plan Participant during the Plan Year
provided there has been an applicable status event, as specified in Section 125 of the Code and any
regulations thereunder. A status event includes, but is not limited to:
(i) change in marital status (e.g., marriage, death of spouse, divorce, legal separation,
annulment);
(ii) change in number of Dependents (e.g., birth, death, adoption, placement for adoption);
(iii) change in employment status of Plan Participant, spouse or Dependent by reason of
termination or commencement of employment, strike or lockout, commencement of or
return from unpaid leave of absence, or change in worksite, including change in Plan
eligibility resulting from change in employment status;
(iv) change in Dependent eligibility under the Plan (e.g., by reason of age or change in student
status);
(v) change in residence of participant, spouse, or Dependent.
Changes in the Plan Participant's election pursuant to Subsection 3.2 must be consistent with the
status event.
3.4 Termination of Coverage
Coverage in this Plan will terminate immediately upon the earliest to occur of:
(a) the first day of a Plan Year for which the Eligible Employee has not elected to participate.
(b) termination of employment. Reimbursements may not be made for claims incurred after
termination except where a terminated employee has elected to continue to make
contributions on a post -tax basis as specified in Subsection 3.2 of this Appendix for the Plan
Year in which the termination occurs. If the terminated employee elects to continue to make
contributions to the Plan on a post -tax basis, then claims for expenses incurred at any time
during that Plan Year may be submitted up until the last day of the Extended Plan Year.
(c) the date on which contributions cease to be made by or on behalf of a Plan Participant.
(d) the discontinuance of the Plan.
(e) the discontinuance of the Master Services Agreement.
APP I - FSA Health Care 88
3.5 Payment of Benefits and Incurred Expenses
(a) A Plan Participant will make a claim for benefits by making a request to the Plan
Administrator on a form acceptable to the Plan Administrator. A Plan Participant must
provide (i) a written statement from "an independent third party" (e.g., health care provider,
hospital, etc.) staling that the expense has been incurred and the amount of such expense
and (ii) a written statement that such expense is not covered and not reimbursable under any
other health plan coverage.
(b)
Claims will be paid monthly. An explanation of claim settlement will be provided with each
claim payment. All claims for Covered Expenses incurred during the Plan Year must be
submitted by the last day of the Extended Plan Year.
(c) For each Plan Participant, the maximum allowable reimbursement -available for health care
expense reimbursement under the Plan shall be determined under Subsection 2.5 of this
Appendix.
3.6 Administration
At least monthly, the Customer will send Aetna information regarding Plan Participant enrollment
and account contributions which is sufficient to administer the Plan. Each month Aetna will send the
Customer a listing of drafts cleared and funds called from the employer's account. Aetna will
accumulate year-to-date deposits and maintain information on the claims paid and the resulting
Account balances.
3.7 Settlement of Accounts
Any funds remaining in the account of a Plan Participant who has made contributions (ie. annual or
semi-annual Any funds remaining in a Plan Participant's account as of the last day of the Extended
Plan Year will be either (a) applied to administrative expenses of the Plan for the year, (b) used to
reduce required charges for the following Plan Year, (c) refunded to Plan Participants on a
"reasonable and uniform basis" --reasonable and uniform means contributions must be allocated
among all participants regardless of claim experience, or (d) used in such other manner as permitted
under Section 125 of the Code, Aetna will provide the Customer with account balance information
for the previous Plan Year as soon as reasonably possible after such date. This information will
include total contributions, total payments and any remaining account balance for each Plan
Participant.
3.8 IRS Determination
Any determination as to qualification of an expense under this Plan is subject to interpretation by the
Internal Revenue Service (IRS). Should the IRS take a position contrary to that applied under this
Plan, this Plan will be administered according to IRS instructions. Plan Participants who disagree
with the IRS position, and wish to appeal that position, must obtain their own counseL
APP I - FSA Health Care 89
Appendix II
PERFORMANCE GUARANTEES
FOR
MASTER SERVICES AGREEMENT No. MSA -819919
EFFECTIVE January 1, 2010
An agreement between
Aetna Life Insurance Company ("Aetna")
and
City of Round Rock
(Customer)
There are Performance Guarantees between the Customer and Aetna, which are attached by
reference and made part of this Services Agreement.
APPII - PG 90
APPENDIX III
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA)
THIS APPENDIX between City of Round Rock ("Customer") and Aetna Life Insurance
Company or any of its corporate affiliates ("Aetna") is an attachment to Master Services Agreement
No. MSA -819919 between Aetna and Customer (the "Services Agreement") and is incorporated by
reference therein.
In conformity with the regulations at 45 C.F.R. Parts 160-164 (the "Privacy and Security Rules")
Aetna will under the following conditions and provisions have access to, maintain, transmit, create
and/or receive certain Protected Health Information:
1. Definitions. The following terms shall have the meaning set forth below:
(a) ARRA. "ARRA" means the American Recovery and Reinvestment Act of 2009.
(b) C.F.R. "C.F.R" means the Code of Federal Regulations.
(c) Designated Record Set. "Designated Record Set" has the meaning assigned to such term in
45 C.F.R. 164.501.
(d) Discovery. "Discovery" shall mean the first day on which a Security Breach is known to
Aetna (including any person, other than the individual committing the breach, that is an
employee, officer, or other agent of Aetna), or should reasonably have been known to Aetna,
to have occurred.
(e) Electronic Health Record. "Electronic Health Record" means an electronic record of
health-related information on an individual that is created, gathered, managed and consulted
by authorized health care clinicians and staff.
(f) Electronic Protected Health Information. "Electronic Protected Health Information"
means information that comes within paragraphs 1(i) or 1(ii) of the definition of "Protected
Health Information", as defined in 45 C.F.R. 160.103.
(g) Individual. "Individual" shall have the same meaning as the term "individual" in 45 C.F.R.
160.103 and shall include a person who qualifies as personal representative in accordance
with 45 C.F.R. 164.502 (g).
(h) Protected Health Information "Protected Health Information" shall have the same meaning
as the term "Protected Health Information", as defined by 45 C.F.R. 160.103, limited to the
information created or received by Aetna from or on behalf of Customer.
(i) Required By Law. "Required By Law" shall have the same meaning as the term "required by
law" in 45 C.F.R. 164.103.
(j) Secretary. "Secretary" shall mean the Secretary of the Department of Health and Human
Services or his designee.
(k) Security Breach. "Security Breach" means the unauthorized acquisition, access, use or
disclosure of Protected Health Information which compromises the security or privacy of
such information, except where an unauthorized person to whom such information is
disclosed would not reasonably have been able to retain such information. Security Breach
does not include:
(i) any unintentional acquisition, access, or use of Protected Health Information by an
employee or individual acting under the authority of Aetna if:
(I) such acquisition, access or use was made in good faith and within the course and
scope of the employment or other professional relationship of such employee or
individual, respectively, with Aetna; and
(II) such information is not further acquired, accessed, used or disclosed by any person;
or
APP III - HIPAA 91
(ii) any inadvertent disclosure from an individual who is otherwise authorized to access
Protected Health Information at a facility operated by Aetna to another similarly situated
individual at the same facility; and
(iii) any such information received as a result of such disclosure is not further acquired,
accessed, used or disclosed without authorization by any person.
(1) Security Breach Compliance Date. "Security Breach Compliance Date" means the date that
is thirty (30) days after the Secretary publishes interim final regulations to carry out the
provisions of Section 13402 of Subtitle D (Privacy) of ARRA.
(m) Security Incident. "Security Incident" has the meaning assigned to such term in 45 C.F.R.
164.304.
(n) Standard Transactions. "Standard Transactions" means the electronic health care
transactions for which HIPAA standards have been established. as set forth in 45 C.F.R.
Parts 160-162.
(o) Unsecured Protected Health Information. "Unsecured Protected Health Information"
means Protected Health Information that is not secured through the use of a technology or
methodology specified by guidance issued by the Secretary from time to time.
2. Obligations and Activities of Aetna
(a) Aetna agrees to not use or disclose Protected Health Information other than as permitted or
required by this Appendix or as Required By Law.
(b) Aetna agrees to use appropriate safeguards to prevent use or disclosure of the Protected
Health Information other than as provided for by this Appendix.
(c) Aetna agrees to mitigate, to the extent practicable, any harmful effect that is known to Aetna
of a use or disclosure of Protected Health Information by Aetna in violation of the
requirements of this Appendix.
(d) Aetna agrees to report to Customer any Security Incident or any use or disclosure of the
Protected Health Information not allowed by this Appendix of which it becomes aware,
except that, for purposes of the Security Incident reporting requirement, the term "Security
Incident" shall not include inconsequential incidents that occur on a daily basis, such as
scans, "pings" or other unsuccessful attempts to penetrate computer networks or servers
containing electronic PHI maintained by Aetna.
(e) Beginning on the later of the Effective Date of this Appendix or the Security Breach
Compliance Date, Aetna agrees to report to Customer any Security Breach of Unsecured
Protected Health Information without unreasonable delay and in no case later than sixty (60)
calendar days after Discovery of a Security Breach. Such notice shall include the
identification of each individual whose Unsecured Protected Health Information has been,
or is reasonably believed by Aetna, to have been, accessed, acquired, or disclosed In
connection with such Security Breach. In addition, Aetna shall provide any additional
information reasonably requested by Customer for purposes of investigating the Security
Breach. Aetna's notification of a Security Breach under this section shall comply in all
respects with each applicable provision of Section 13400 of Subtitle D (Privacy) of ARRA
and related guidance issued by the Secretary from time to time.
(f) Aetna agrees to ensure that any agent, including a subcontractor, to whom it provides
Protected Health Information received from, or created or received by Aetna on behalf of
Customer agrees to the same restrictions and conditions that apply through this Appendix to
Aetna with respect to such information.
(g) Aetna agrees to provide access, at the request of Customer, and in the time and manner
designated by Customer, to Protected Health Information in a Designated Record Set, to
Customer or, as directed by Customer, to an Individual in order to meet the requirements
under 45 C.F.R. 164.524.
(h) Aetna agrees to make any amendment(s) to Protected Health Information in a Designated
Record Set that the Customer directs or agrees to pursuant to 45 C.F.R. 164.526 at the
APP III - I-IPAA 92
request of Customer or an Individual, and in the time and manner designated by
Customer(i) Aetna agrees to make (i) internal practices, books, and records, including
policies and procedures, relating to the use and disclosure of Protected Health Information
received from, or created or received by Aetna on behalf of, Customer, and (ii) policies,
procedures, and documentation relating to the safeguarding of Electronic Protected Health
Information available to the Secretary, in a time and manner designated by the Secretary, for
purposes of the Secretary determining Customer's compliance with the Privacy and Security
Rules.
0) Aetna agrees to document such disclosures of Protected Health Information as would be
required for Customer to respond to a request by an Individual for an accounting of
disclosures of Protected Health Information in accordance with 45 C.F.R. 164.528.
(k) Aetna agrees to provide to Customer the information collected in accordance with this
Section to permit Customer to respond to a request by an Individual for an accounting of
disclosures of Protected Health Information in accordance with 45 C.F.R. 164.528. In
addition, with respect to information contained in an Electronic Health Record, Aetna shall
document, and maintain such documentation for three (3) years from date of disclosure,
such disclosures as would be required for Customer to respond to a request by an Individual
for an accounting of disclosures of information contained in an Electronic Health Record, as
required by Section 13405(c) of Subtitle D (Privacy) of ARRA and related regulations issued
by the Secretary from time to time.
(1) With respect to Electronic Protected Health Information, Aetna shall implement and
comply with (and ensure that its subcontractors implement and comply with) the
administrative safeguards set forth at 45 C.F.R. 164.308, the physical safeguards set forth at
45 C.F.R. 310, the technical safeguards set forth at 45 C.F.R. 164.312, and the policies and
procedures set forth at 45 C.F.R. 164.316 to reasonably and appropriately protect the
confidentiality, integrity, and availability of the Electronic Protected Health Information that
it creates, receives, maintains, or transmits on behalf of Customer. Aetna acknowledges that,
effective the later of the Effective Date of this Appendix or February 17, 2010, (i) the
foregoing safeguards, policies and procedures requirements shall apply to Aetna in the same
manner that such requirements apply to Customer, and (ii) Aetna shall be liable under the
civil and criminal enforcement provisions set forth at 42 U.S.C. 1320d-5 and 1320d-6, as
amended from time to time, for failure to comply with the safeguards, policies and
procedures requirements and any guidance issued by the Secretary from time to time with
respect to such requirements.
(m) With respect to Electronic Protected Health Information, Aetna shall ensure that any agent,
including a subcontractor, to whom it provides Electronic Protected Health Information,
agrees to implement reasonable and appropriate safeguards to protect it.
(n) If Aetna conducts any Standard Transactions on behalf of Customer, Aetna shall comply
with the applicable requirements of 45 C.F.R. Parts 160-162.
(o) Aetna acknowledges that, effective the later of the Effective Date of this Appendix or
February 17, 2010, it shall be liable under the civil and criminal enforcement provisions set
forth at 42 U.S.C. 1320d-5 and 1320d-6, as amended from time to time, for failure to comply
with any of the use and disclosure requirements of this Appendix and any guidance issued by
the Secretary from time to time with respect to such use and disdosure requirements
3. Permitted Uses and Disclosures by Aetna
3.1 General Use and Disclosure
Except as otherwise provided in this Appendix, Aetna may use or disclose Protected Health
Information to perform its obligations under the Services Agreement, provided that such use
or disclosure would not violate the Privacy and Security Rules if done by Customer or the
minimum necessary policies and procedures of Customer.
APP III - HIPAA 93
3.2 Specific Use and Disclosure Provisions
(a) Except as otherwise provided in this Appendix, Aetna may use Protected Health
Information for the proper management and administration of Aetna or to carry out the
legal responsibilities of Aetna.
(b) Except as otherwise provided in this Appendix, Aetna may disclose Protected Health
Information for the proper management and administration of Aetna, provided that
disclosures are Required By Law, or Aetna obtains reasonable assurances from the
person to whom the information is disclosed that it will remain confidential and used or
further disclosed only as Required By Law or for the purpose for which it was disclosed
to the person, and the person notifies Aetna of any instances of which it is aware in
which the confidentiality of the information has been breached in accordance with the
Security Breach and Security Incident notifications requirements of this Appendix.
(c) Aetna shall not directly or indirectly receive remuneration in exchange for any Protected
Health Information of an individual without Customer's prior written approval and
notice from Customer that it has obtained from the individual, in accordance with 45
C.F.R. 164.508, a valid authorization that includes a specification of whether the
Protected Health Information can be further exchanged for remuneration by Aetna.
The foregoing shall not apply to Customer's payments to Aetna for services delivered by
Aetna to Customer.
(d) Except as otherwise provided in this Appendix, Aetna may use Protected Health
Information to provide data aggregation services to Customer as permitted by 45 C.F.R.
164.504(e) (2) (i) (B).
(e) Aetna may use Protected Health Information to report violations of law to appropriate
Federal and State authorities, consistent with 45 C.F.R. 164.5020(1).
4. Obligations of Customer.
4.1 Provisions for Customer to Inform Aetna of Privacy Practices and Restrictions
(a) Customer shall notify Aetna of any limitation(s) in its notice of privacy practices of
Customer in accordance with 45 C.F.R. § 164.520, to the extent that such limitation(s)
may affect Aetna's use or disclosure of Protected Health Information.
(b) Customer shall provide Aetna with any changes in, or revocation of, permission by
Individual to use or disclose Protected Health Information, to the extent that such
changes affect Aetna's uses or disclosures of Protected Health Information.
(c) Customer agrees that it will not furnish or impose by arrangements with third parties or
other Covered Entities or Business Associates special limits or restrictions to the uses
and disclosures of its PHI that may impact in any manner the use and disclosure of PHI
by Aetna under the Services Agreement and this Appendix, including, but not limited to,
restrictions on the use and/or disclosure of PHI as provided for in 45 C.F.R. 164.522.
4.2 Permissible Requests by Customer
Customer shall not request Aetna to use or disclose Protected Health Information in any
manner that would not be permissible under the Privacy and Security Rules if done by
Customer.
5. Term and Termination
(a) I. The provisions of this Appendix shall take effect April 14, 2003 (except for the
provisions pertaining to the safeguarding of Electronic Protected Health Information, which
provisions shall take effect April 21, 2005), and shall terminate when protections are
extended to such information, in accordance with Section 5(c) of this Appendix.
APP III - J-IPAA 94
(b) Termination for Cause. Without limiting the termination rights of the parties pursuant to the
Services Agreement and upon either party's knowledge of a material breach by the other
party, the non -breaching party shall either.
i Provide an opportunity for the breaching party to cure the breach or end the violation,
or erminate the Services Agreement, if the breaching party does not cure the breach or
end the violation within the time specified by the non -breaching party,
ii. Immediately terminate the Services Agreement, if cure of such breach is not possible;
iii. If neither termination nor cure are feasible, the non -breaching party shall report the
violation to the Secretary.
(c) Effect of Termination.
The parties mutually agree that it is essential for Protected Health Information to be
maintained after the expiration of the Services Agreement for regulatory and other business
reasons. The parties further agree that it would be infeasible for Customer to maintain such
records because Customer lacks the necessary system and expertise. Accordingly, Customer
hereby appoints Aetna as its custodian for the safe keeping of any record containing
Protected Health Information that Aetna may determine it is appropriate to retain.
Notwithstanding the expiration of the Services Agreement, Aetna shall extend the
protections of this Appendix to such Protected Health Information, and limit further use or
disclosure of the Protected Health Information to those purposes that make the return or
destruction of the Protected Health Information infeasible
6. Miscellaneous
(a) Regulatory References. A reference in this Appendix to a section in the Privacy and Security
Rules means the section as in effect or as amended, and for which compliance is required.
(b) Amendment. Upon the enactment of any law or regulation affecting the use or disclosure of
Protected Health Information, the safeguarding of Electronic Protected Health Information,
or the publication of any decision of a court of the United States or any state relating to any
such law or the publication of any interpretive policy or opinion of any governmental agency
charged with the enforcement of any such law or regulation, either party may, by written
notice to the other party, amend the Services Agreement and this Appendix in such manner
as such party determines necessary to comply with such law or regulation. If the other party
disagrees with such amendment, it shall so notify the first party in writing within thirty (30)
days of the notice. If the parties are unable to agree on an amendment within thirty (30) days
thereafter, then either of the parties may terminate the Services Agreement on thirty (30)
days written notice to the other party.
(c) Survival. The respective rights and obligations of Aetna under Section 5(c) of this Appendix
shall survive the termination of this Appendix.
(d) Interpretation. Any ambiguity in this Appendix shall be resolved in favor of a meaning that
permits Customer to comply with the Privacy and Security Rules.
(e) No third party beneficiary. Nothing express or implied in this Appendix or in the Services
Agreement is intended to confer, nor shall anything herein confer, upon any person other
than the parties and the respective successors or assigns of the parties, any rights, remedies,
obligations, or liabilities whatsoever.
(f) Governing Law. This Appendix shall be governed by and construed in accordance with the
same internal laws as that of the Services Agreement
The parties hereto have executed this Appendix with the execution of the Services Agreement.
APP III - HIPAA 95
APPENDIX IV
SIMPLE STEPS TO A HEALTHIER LIFE
FEATURES, SYSTEM REQUIREMENTS AND TERMS AND CONDITIONS OF USE
I. Base Features:
Simple Steps to a Healthier Life (the "Life Program") includes the following base features:
Employer Features:
• Display of Employer Corporate Logo (optional feature) — the corporate logo of the
Employer will be displayed within the Life Program navigation.
• Employer Broadcast Messaging by Location (optional feature) — text area used to
broadcast health and benefits information to the User demographically. Limited to one
update per quarter.
• Your Health Benefits — up to 10 links to Employer -specified Web sites of health-care
insurers (Aetna Navigator).
• Other References & Resources - links to Employer -specified health and wellness
references and resources. The User will need to register separately, if registration is
applicable, to access these links from the Life Program.
• Standard Quarterly Management Reports are consistent with I-IIPAA guidelines (reports
will not be provided to the Employer if the User population, by a specific category, is
below 30).
• Event Tracking (optional feature) — ability to track an event/activity and a certain time
period in order to provide incentives to the User. The fulfillment of the incentives is on
behalf of the Employer and Employer understands and agrees that Employer is solely
responsible for all costs and expenses in connection with the Rewards and Incentive
Program. InteliHealth to provide Employer with a monthly report outlining Users who
have completed events/activities, as defined by Employer.
• Reward Program (optional feature) — Opt in page will be displayed for Employers Users to
enroll in the Reward Program and educate themselves about the rules of the program.
• Communications and Promotional Kit — An on-line Employee Engagement Toolkit is
provided at: http://www.aetna.com/employer/commMaterials/SimpleSteps/index.html.
APPIV - SS 96
User Features:
• Online Health Risk Assessment (the "HRA") — the User completes an online health risk
assessment (the "HRA") that is a set of health-related questions. The HRA evaluates the
answers, provided by the User, based on a series of clinical risk factors that are used to
determine if the User is at risk for one or more medical conditions. The User will receive a
summary report, identifying the at -risk conditions, as well as other health-related areas the
User may need to focus on.
• Health Action Plan - in addition to the summary report, the User will receive a health
action plan that is generated based upon the User's completed HRA. The health action
plan is stored within the "Take Action" section of the Life Program homepage. The health
action plan provides information on certain ways to achieve better health.
• Healthy Living and Other Programs - once a User completes the HRA, the User can
access certain healthy living programs from the health action plan. These programs
provide information on particular at -risk conditions identified by the completed HRA.
■ Preventive Health Schedule - a listing of certain preventive health-care activities applicable
to the User, based on the User's age and gender.
Condition Module - certain condition modules will provide educational information,
interactive illustrations and videos, human -interest stories, if any, relating to the condition,
and healthy living information.
• Wellness Kits To Go — tools to enhance a User's knowledge about healthy lifestyle
changes and how to effectively communicate with their health care providers.
• Informed Health Line Text Promotional Message (optional feature)— this is a separately
purchased product outside of the Life Program. A text 800 number message, to contact a
nurse virtually 24 hours a day, 7 days a week, will be displayed within the Life Program
navigation if the Employer purchased the product through Aetna Inc.
• Data Feed to Aetna's Electronic Total Utilization Management System (eTUMS) (optional
feature) — opt -in page for Users to consent to have their self-reported data sent to an
Aetna healthcare professional (case manager).
II. User System Requirements
The User will need the following system requirements to access the Life Program:
• Standard Web Browser Requirement: Netscape Navigator 4.x or Microsoft Internet
Explorer, versions 4.0 or higher. If the desktop is on a network with a firewall, the
network must accept multiple cookies and javascripts; and
• Online Access Requirement use of a computer system to connect to InteliHealth's system
hosting the Life Program via the Internet using a standard Web browser.
APP IV - SS 97
III. Simple Steps To A Healthier Life Agreement
1. Grant of License. Subject to all the terms and conditions of the Service Agreement and
this Appendix B, InteliHealth hereby grants Customer a non-exclusive, nontransferable,
world-wide right and license to use the Life Program software and documentation,
together with all updates, enhancements, modifications, and fixes thereto, which are
owned by InteliHealth and/or its licensors for the benefit of Customer's Users. The Life
Program is more fully described in Parts I and II of this Appendix B, above. Subject to the
license granted to Customer hereunder, InteliHealth shall retain sole and exclusive
ownership of all right, title and interest (including all associated intellectual property rights)
in and to the Life Program.
2. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS APPENDIX B,
INTELIHEALTH DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM
COURSE OF DEALING OR PERFORMANCE. INTELIHEALTH DOES NOT
WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION THAT
THE LIFE PROGRAM, ANY DOCUMENTATION, ANY ADDITIONAL WORK,
OR ANY COMPONENT OF ANY OF THE FOREGOING WILL MEET
EMPLOYER'S OR ITS USERS' REQUIREMENTS OR THAT EMPLOYER'S OR ITS
USERS' USE OF THE LIFE PROGRAM WILL BE UNINTERRUPTED OR ERROR
FREE. INTELIHEALTH MAKES NO WARRANTY AS TO THE RELIABILITY,
ACCURACY, TIMELINESS, USEFULNESS OR COMPLETENESS OF THE
INFORMATION. INTELIHEALTH CANNOT AND DOES NOT WARRANT
AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS,
INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. INTELIHEALTH
CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FTLFS
AVAILABLE FOR DOWNLOADING FROM THE LIFE PROGRAM WILL BE
FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER
CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES.
THE INFORMATION CONTAINED IN THE LIFE PROGRAM IS PRESENTED
"AS IS" AND IN SUMMARY FORM ONLY AND INTENDED TO PROVIDE
BROAD CONSUMER UNDERSTANDING AND KNOWLEDGE OF HEALTH
CARE TOPICS. THE INFORMATION SHOULD NOT BE CONSIDERED
EXHAUSTIVE AND SHOULD NOT BE USED IN PLACE OF A VISIT, CALL,
CONSULTATION OR ADVICE OF A PHYSICIAN OR OTHER HEALTH CARE
PROVIDER. INTELIHEALTH DOES NOT RECOMMEND THE SELF-
MANAGEMENT OF HEALTH PROBLEMS. INFORMATION OBTAINED BY
USING THE LIFE PROGRAM DOES NOT COVER ALL DISEASES, AILMENTS,
PHYSICAL CONDITIONS OR THEIR TREATMENT. SHOULD A USER OF THE
LIFE PROGRAM HAVE ANY HEALTH CARE -RELATED QUESTIONS, SUCH
USER SHOULD CALL OR SEE THEIR PHYSICIAN OR OTHER HEALTH CARE
PROVIDER PROMPTLY AND SHOULD NEVER DISREGARD MEDICAL
ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING THEY MAY
HAVE READ IN THE LIFE PROGRAM.
THE INFORMATION CONTAINED IN THE LIFE PROGRAM IS COMPILED
FROM A VARIETY OF SOURCES ("INFORMATION PROVIDERS"). NEITHER
INTELIHEALTH AND ITS AFFILIATES NOR ANY INFORMATION PROVIDER
APP IV - SS 98
SHALL BE RESPONSIBLE FOR INFORMATION PROVIDED HEREIN UNDER
ANY THEORY OF LIABILITY OR INDEMNITY.
3. Limitation of Liability. Notwithstanding anything to the contrary contained in the Services
Agreement or this Appendix B, in no event shall InteliHealth be liable to Customer for
any special, indirect, incidental, punitive or consequential damages, whether based on
breach of contract, tort (including negligence or strict liability), or for interrupted
communications, or otherwise, whether or not InteliHealth has been advised of the
possibility of such damage.
APP IV - SS 99
APPENDIX IV
NATIONAL ADVANTAGE PROGRAM
The National Advantage Program ("NAP") is an Appendix to Master Services Agreement No. MSA -
819919 between Aetna and Customer (as identified herein) and is incorporated into the Services
Agreement by reference.
I. National Advantage Program
A. Summary
NAP provides access to contracted rates for many medical claims that would otherwise be
paid as billed under indemnity plans, the out -of -network portion of managed care plans, or
for emergency/medically necessary services not provided within the network. When
available, these contracted rates will produce savings for the Customer.
Aetna contracts with several national third -party vendors to access their contracted rates.
In addition, a significant number of Aetna directly -contracted rates are available for
members with indemnity benefits. Aetna will access third -party vendor rates where Aetna
directly -contracted rates are not available. If no contracted rate is available, Aetna will
attempt to negotiate an Ad -Hoc Rate (case specific discount) with non -NAP participating
providers for certain larger claims or will apply Facility Charge Review, as applicable and as
described below.
B. Claim Submission/Payment Process
Providers should bill Aetna directly for Covered Services. The Member should not make
payment at the time of service. When the Provider submits the claim, Aetna will process it
at the contracted rate (when applicable) and reflect the contracted amount in any
explanation of payments made that the Member and Provider receives. The Member
would then be responsible for any applicable coinsurance, deductible or non -covered
service, based upon the plan of benefits.
II. National Advantage Program — Facility Charge Review
Facility Charge Review is an optional component of NAP. It is only available in conjunction
with the National Advantage Program, and is not available separately.
A. Summary
Where a contracted rate is not available under NAP, the Facility Charge Review Program
provides reasonable charge allowances for most inpatient and outpatient facility claims
under Members' indemnity plans and the out -of -network portion of Members' managed
care plans or for emergency/medically necessary services not provided within the network.
When utilized, these reasonable charges will produce savings for the Customer.
APP IV - NAP Medical 100
B. Claim Submission/Payment Process
When an inpatient or outpatient facility claim exceeds a threshold (currently $ 1,000) and
Aetna does not have access to a contracted rate, Aetna will review billed charges for
financial reasonableness for the geographic area where the service was provided. Payment
to the facility will be based on the Reasonable Charge Amount. Any excess will be
considered not covered as it exceeds the reasonable charge (as defined under the Plan).
Though many facilities accept the Reasonable Charge Amount as payment in full, there
may be circumstances where facilities may not accept the determination of the reasonable
charge and may balance bill the Member. In the event that a Member is balance billed,
Aetna has a review process and will initiate negotiations with the facility in an attempt to
come to a mutually agreeable payment amount.
However, should Aetna be unable to negotiate a mutually acceptable rate, consistent with
the terms of the Member's plan of benefits, the Member may be responsible for any
charges in excess of the reasonable charge. For claims that are to be paid at the
preferred/in network level under the terms of the Member's plan of benefits (e.g.,
emergency services), Aetna will negotiate with the facility so that the Member is not
responsible for any charges in excess of any applicable deductible and
coinsurance/copayments.
The explanation of benefits that the Member receives from Aetna, if applicable, will
indicate that the amount paid is based upon the Reasonable Charge Amount and will
request that the Member contact Aetna should the Member be balance billed.
The amount actually paid to the provider under the Facility Charge Review Program will
be used as the basis for the calculation of the Member's coinsurance and deductibles.
III. Terms and Conditions
A. Customer Charges For Provider Payments
Subject to the terms herein, Aetna agrees that for Covered Services rendered by a Provider
for which Aetna has a) accessed a contracted rate, or b) negotiated an Ad -Hoc rate, or c)
applied a Reasonable Charge Amount for facility services, or d) applied an Itemized Bill
Review reduction, Customer shall be charged the amount paid to the Provider. This
amount shall be equal to the contracted rate, Ad -Hoc Rate, or Reasonable Charge Amount
less any payments made by the Member in accordance with the Plan.
B. Access Fees
1. As compensation for the services provided by Aetna under NAP for savings
achieved, Customer shall pay an Access Fee to Aetna as described in the Fee Schedule
(excluding Aggregate Savings with respect to claims for which Aetna is liable for
funding, e.g., claims in excess of an individual or aggregate stop loss point).
APP IV - NAP Medical 101
2. Access Fees shall be paid by the Bank to Aetna via wire transfer or such other
reasonable transfer method agreed upon by Aetna and the Bank. The Customer
agrees to provide funds through its designated bank sufficient to satisfy the Access
Fee in accordance with the banking agreement between the Customer and the Bank,
ie., Access Fees will be included in the request from the Bank for payment/funding
of claims.
3. An Access Fee will be credited to the Customer for any Aggregate Savings
subsequently reduced or eliminated for which the Customer has already paid an
Access Fee.
4. Aetna shall provide a quarterly report of Aggregate Savings and Access Fees. Access
Fees may be included with claims in other reports.
C. Member Information Regarding National Advantage Program
For most products/plans, Customer will inform Members of the availability of NAP.
Further, a Customer's Plan document language defining reasonable charge or recognized
charge must conform to Aetna requirements. Aetna shall provide information regarding
participating Providers on DocFind®, Aetna's online provider listing, on our website at
www.Aetna.com or by other comparable means.
D. Definitions
As used herein:
"Access Fee" means the amount(s) to be paid by Customer to Aetna for access to the
savings provided under NAP.
"Ad -Hoc Rate" means the rate which was negotiated for a specific claim in the absence
of a pre -negotiated contracted rate with a Provider.
"Aggregate Savings" means the difference between (i) the amount which would have
been due or otherwise paid to Providers for Covered Services without the benefit of NAP,
and (ii) the amount due Providers for Covered Services as a result of NAP.
"Covered Services" means the health services subject for which charges are paid
pursuant to the Plan.
"Member" means a person who is eligible for coverage as identified and specified under
the terms of the Plan.
"Plan" means the portion of Customer's employee welfare benefit plan, which provides
medical benefits to Members as administered by Aetna.
"Providers" means those physicians, hospitals and other health care providers whose
services are available at a savings under NAP.
"Reasonable Charge Amount" means the amount determined by Aetna to be a
reasonable charge for a service in the geographic area where the service was provided to
the Member.
APP IV - NAP Medical 102
E. Customer Acknowledgements
Customer acknowledges that•.
1. The NAP listing of Providers includes Providers that are (i) participating by virtue of
direct contracts with Aetna and its affiliates, and (ii) participating by virtue of Aetna's
contracts with unaffiliated third parties that have contracts with Providers, and
provide Aetna with access to these contracted rates for the purpose of NAP.
2. Aetna does not guarantee (a) any particular discounts or any level of discount will be
made available through providers listed as participating in NAP; (b) any obligation to
make any specific Providers or any particular number of Providers available for use
by Plan participants. Aetna does not credential, monitor or oversee those Providers
who participate through third party contracts. Providers listed as participating in NAP
may not necessarily be available or convenient.
3. Aetna is not responsible for the acts or omissions of any provider listed as
participating in NAP. All such providers are providers in private practice, are neither
agents nor employees of Aetna, and are solely responsible for the health care services
they deliver.
4. The following claim situations may not be eligible for NAP:
• Small claims (currently certain claims below $151 and claims below $1000 for
which there is no contracted rate).
■ Claims involving Medicare or coordination of benefits (COB).
• Claims that have already been paid directly by the Member.
F. General Provisions
1. Neither party shall be liable to the other for any consequential or incidental damages
whatsoever. Aetna's aggregate cumulative liability to the Customer for all losses or
liabilities arising under or related to this Appendix, regardless of the form of action,
shall be limited to the Access Fees actually paid to Aetna by the Customer for services
rendered; provided, however, this limitation will not apply to or affect any
performance standards set forth in the Services Agreement.
2. The terms and conditions of this Appendix shall remain in effect for any claims
incurred prior to the termination date that are administered by Aetna after the
termination date. Except as provided herein, this Appendix is subject to all of the
provisions of the Services Agreement, provided, however, in the event of any conflict
between this Appendix and the Services Agreement, the terms of this Appendix shall
govern.
APP N - NAP Medical 103
Appendix V
List of Aetna Affiliated HMOs
for
POS II, Aetna Select and SI HMO
Medical Products
Aetna has arranged to provide integrated administration of the POS II, the Aetna Select and SI HMO Product(s),
through the HMOs. The HMOs include the following entities to the extent that Plan beneficiaries elect coverage
under Products offered in geographic areas served by such entity. Aetna Life Insurance Company is authorized to
represent the HMOs listed below for purposes of the execution and administration of this Services Agreement,
including receipt of any notices to Aetna required hereunder.
Aetna Health, Inc. (CT)
Aetna Health Inc. (ME)
Aetna Health Inc. (NY)
Aetna Health Inc. (DE)
Aetna Health Inc. (NJ)
Aetna Health Inc. (PA)
Aetna Health Inc. (MD)
Aetna Health Inc. (FL)
Aetna Health Inc. (IN)
Aetna Health Inc. (GA)
Aetna Health of the Carolinas Inc.
Aetna Health Inc. (CO)
Aetna Health of Illinois Inc.
Aetna Health Inc. (MI)
Aetna Health Inc. (MO)
Aetna Health Inc. (OI)
Aetna Health Inc. (TX)
Aetna Health Inc. (AZ)
Aetna Health Inc. (WA)'
APP V - Affiliated HMOs 104