Loading...
Administrative Services Only Agreement with Cigna Health and Life Insurance Company 2 -- °go /6 -a 9g6/ Administrative Services Only Agreement By and Between City of Miami Beach "Employer" And Cigna Health and Life Insurance Company "CHLIC" Effective Date: October 1, 2016 Table of Contents Definitions 3 Section 1. Term and Termination of Agreement 4 Section 2. Claim Administration and Additional Services 5 Section 3. Funding and Payment ofClaims 6 Section 4. Charges 7 Section 5. Enrollment and Determination of Eligibility 7 Section 6. Claim Audits and Confidentiality 8 Section 7. Plan Benefit Liability/Defense of Actions 9 Section 8. Modification of Plan and Charges 10 Section 9. Modification of Agreement 10 Section 10. Laws Governing Agreement 10 Section 11. Information in CHLIC Processing Systems 11 Section 12. Resolution of Disputes 11 (Intentionally Omitted) 11 Section 13. Third Party Beneficiaries 11 Section 14. Waivers 11 Section 15. Headings 11 Section 16. Severability 11 Section 17. Force Majeure 11 Section 18. Assignment and Subcontracting 11 Section 19. Notices 12 Section 20. Identifying Information and Internet Usage 12 Section 21. Request for Proposal 12 Section 22. insurance Section 23. Compliance with Public Records Laws 1 3 SIGNATURES 15 Schedule of Financial Charges 16 Exhibit A-Plan Booklet 28 Exhibit B—Services Exhibit C—Claim Audit Agreement(Sample) 297 Exhibit D—Privacy Addendum 40 Exhibit E—Conditional Claim/Subrogation Recovery Services 46 Proposal Documents. 48 Client Name: City of Miami Beach Administrative Services Only Agreement THIS AGREEMENT, effective October 1, 2016 (the "Effective Date") is by and between City of Miami Beach ("Employer")and Cigna Health and Life Insurance Company("CHLIC"). RECITALS: WHEREAS,Employer,as Plan sponsor,has adopted the benefit described in Exhibit A,as may be amended,("Plan") for certain of its employees/members and their eligible dependents(collectively"Members"); and WHEREAS,Employer,has requested CHLIC to furnish,certain administration services in connection with the Plan 3340006. NOW,THEREFORE,in consideration of the mutual promises and covenants contained herein,it is hereby agreed as follows: Definitions Agreement—this entire document including the Schedule of Financial Charges and all Exhibits and Addenda. Applicable Law—means the local, state, federal and international laws and regulations that apply. Applicable Law includes, but is not limited to, the Health Insurance Portability and Accountability Act of 1996, as amended and the rules and regulations thereunder("HIPAA"),the Foreign Corrupt Practices Act("FCPA")and any other anti-bribery or anti-corruption laws in the countries where the Parties conduct business. Bank Account—a benefit plan account with a bank designated by CHLIC;established and maintained by Employer in its or a nominee's name. Member—a person eligible for and enrolled in the Plan as an employee or dependent. Participant/Participating Members —Member(s) who is (are) participating in a specific program and/or product available to Members under the Plan. Participating Providers—providers of health care services and/or products,who/which contract directly or indirectly with CHLIC to provide services and/or products to Members. Plan Benefits—Amounts payable for covered health care services and products under the terms of the Plan. Party/Parties—refers to Employer and CHLIC, each a"Party"and collectively, the"Parties". Plan Year—the twelve(12)month period, beginning on the Effective Date and, thereafter, each subsequent twelve (12)month period. Run-Out Claims — claims for Plan Benefits relating to health care services and products that are incurred prior to termination of this Agreement;termination of a Plan benefit option or termination of eligible Members,as applicable. Subscriber-the Member whose employment or participation is the basis for eligibility under the Plan. 02/27/2017 3 Client Name: City of Miami Beach Administrative Services Only Agreement Section 1. Term and Termination of Agreement The initial term of this Agreement shall be thirty-six(36)months commencing on the Effective Date hereof ("Initial Term"); and thereafter shall automatically renew for successive twelve(12)month periods,unless, at least sixty(60)days prior to the end of the then current term the Employer gives written notice that it will not renew the Agreement or unless otherwise terminated as provided below: a. This Agreement shall terminate the upon the earliest of the following dates: i. The end of the term in which delivery of a written notice of nonrenewal has been provided; ii. The effective date of any Applicable Law or governmental action which prohibits performance of the activities required by this Agreement; iii. (a) Should Employer fail to fund the Bank Account within three(3)business days of a written request from CHLIC,CHLIC shall place claims processing on hold and notify Employer of such action. If Employer fails to respond to a request from CHLIC to deposit the funds necessary to maintain the Bank Account in a sufficient amount pursuant to Section 3 (a)within thirty(30) days from receipt of a written request from CHLIC, CHLIC reserves the right to terminate the Agreement. CHLIC reserves the right to suspend the payment of claims during any period of insufficient funds in the Bank Account; (b) At the option of CHLIC,should Employer fail to pay the administration charge as provided in Section 4 within thirty(30) days of a written request from CHLIC; (c) CHLIC shall immediately communicate in writing to Employer of its election to terminate. iv. CHLIC has performed an act or practice that constitutes fraud or made an intentional misrepresentation of material fact under the terms of this Agreement. This will result in immediate termination of the Agreement; v. At the option of CHLIC, on a date specified in a written notice to the Employer of its intention to terminate, said notice to be given by CHLIC to Employer, at least one hundred eighty(180)days prior to the specified date; vi. At the option of the Employer, on a date specified in a written notice to CHLIC of its intention to terminate, said notice to be given by the Employer to CHLIC at least sixty(60)days prior to the specified date; vii. The date that is thirty(30)days after notice by either Employer or CHLIC ("non-defaulting party"), as applicable of a material obligation of the defaulting party related to the Plan Benefits(other than failure to fund the Bank Account or failure to pay any charges when due pursuant to Section 1.a.iii.b above)that is not cured to the reasonable satisfaction of the non-defaulting party within thirty(30)days following the initial notice ; or viii. Any other date mutually agreed upon by Employer and CHLIC. ix. Notwithstanding the foregoing, all provisions in this Agreement reasonably related to CHLIC's administration of the Plan's Pharmacy Benefit(as such term is defined in the Schedule of Financial Charges)(the"Pharmacy Benefit Provisions"), shall continue in effect for no less than thirty-six(36) 02/27/2017 4 Client Name: City of Miami Beach Administrative Services Only Agreement months commencing on the Effective Date, except that, if any of the following dates occurs, the Pharmacy Benefit Provisions will cease being in effect as of such date: (a) The effective date of any Applicable Law or governmental action which prohibits performance of the activities in connection with the Pharmacy Benefit required by this Agreement; (b) Should Employer, within thirty (30) days of a written request from CHLIC, fail to fund the Bank Account as required by this Agreement for claims under the Pharmacy Benefit or fail to pay CHLIC any charges in connection with the Pharmacy Benefit identified in this Agreement when due, provided CHLIC notifies Employer of its election to terminate the Pharmacy Benefit Provisions; or (c) The date that is thirty(30)days after notice by either Employer or CHLIC("non-defaulting party")of the material breach by the other (the "defaulting party") of a material obligation of the defaulting party related to the Pharmacy Benefit (other than failure to fund the Bank Account or failure to pay any charges when due pursuant to Section 1.a.ix.b above)that is not cured to the reasonable satisfaction of the non-defaulting party within a reasonable time following the initial notice of breach; (d) CHLIC has performed an act or practice that constitutes fraud or made an intentional misrepresentation of material fact under the terms of this Agreement. This will result in immediate termination of the Agreement; (e) At the option of CHLIC, on a date specified in a written notice to the Employer, of its intention to terminate,said notice to be given by CHLIC to Employer,at least one hundred eighty(180)days prior to the specified date; or (f) At the option of the Employer,on a date specified in a written notice to CHLIC of its intention to terminate, said notice to be given by the Employer to CHLIC at least sixty(60)days prior to the specified date; During such thirty-six(36)month period(or shorter period,as applicable under(a),(b),(c),(d), (e),or(f)above), CHLIC will continue to be the exclusive provider of Pharmacy Benefit administration services for the Plan's Pharmacy Benefit. Section 2. Claim Administration and Additional Services a. While this Agreement is in effect,CHLIC shall,consistent with,the claim administration policies and procedures then applicable to its own health care insurance business (i) receive and review claims for Plan Benefits; (ii) determine the Plan Benefits,if any,payable for such claims;(iii)disburse payments of Plan Benefits to claimants; and(iv)provide in the manner and within the time limits required by Applicable Law,notification to claimants of (a)the coverage determination or(b)any anticipated delay in making a coverage determination beyond the time required by Applicable Law. b. Following(i)termination of this Agreement,except pursuant to Section 1(a)(iii);(ii)termination of a Plan benefit option or (iii) termination of eligible Members, if the required fees have been paid in full, if any, CHLIC shall process Run-Out Claims for the applicable Run-Out Period(Refer to Schedule of Financial Charges for applicable fees and Run-Out Period). At the termination of any applicable Run-Out Period, CHLIC shall cease processing Run-Out Claims and,subject to the requirements of Section 6.b,make all relevant records in its possession relating to such claims reasonably available to Employer or Employer's designee. CHLIC is not required to provide proprietary information to Employer or any other party,however, should Employer require access to information that CHLIC deems proprietary in nature,Employer agrees that it or its third party designee shall enter into a non- disclosure agreement limiting the use and disclosure of such information to the purposes agreed upon by Employer 02/27/2017 5 Client Name: City of Miami Beach Administrative Services Only Agreement and CHLIC. Notwithstanding the foregoing sentence, CHLIC agrees to provide all necessary information to the Employer, which in the Employer's sole discretion, is needed for the administration of its Plan. c. Recognizing Employer is not subject to ERISA,Employer hereby delegates to CHLIC the authority,responsibility and discretion to determine coverage under the Plan based on the eligibility and enrollment information provided to CHLIC by Employer. Employer also hereby delegates to CHLIC the authority,responsibility and discretion to(i) make factual determinations and to interpret the provisions of the Plan to make coverage determinations on claims for Plan Benefits, (ii) conduct a full and fair review of each claim which has been denied, (iii) decide level one mandatory appeals of"Urgent Care Claims""Concurrent","Pre-service"and"Post-service"claims and notify the Member or the Member's authorized representative of its decision. Employer will ensure that all summary plan description materials provided to Members reflect this delegation. d. In addition to the basic claim administrative duties described above, CHLIC shall also perform the Plan-related administrative duties agreed upon by the Parties and specified in Exhibit B. All services specifically identified in this Agreement shall be provided by CHLIC on an exclusive basis unless otherwise agreed to in writing by CHLIC. Section 3. Funding and Payment of Claims a. Employer shall establish a Bank Account in accordance with Florida Statutes Section 136.091,and maintain in the Bank Account an amount sufficient at all times to fund checks written on it for the following(collectively"Bank Account Payments"):(i)Plan Benefits;(ii)those charges and fees identified in the Schedule of Financial Charges as payable through the Bank Account and(iii)any applicable sales or use taxes, or any similar benefit-or Plan- related charge or assessment however denominated,which may be imposed by any governmental authority. Bank Account Payments may include without limitation: (iv) fixed per person payments and pay-for-performance incentive payments to Participating Providers; (v) amounts owed to CHLIC; and(vi)amounts paid to CHLIC's affiliates and/or subcontractors for, among other things, network access or in- and out-of-network health care services/products provided to Members in accordance with the Employer's benefit plan design. CHLIC may credit the Bank Account with payments due Employer under a stop loss policy issued by CHLIC or an affiliate. Notwithstanding the foregoing,CHLIC acknowledges that Employer is a municipal corporation,organized under the laws of the State of Florida, and as such, is exempt from payment of sales and use tax. b. CHLIC, as agent for the Employer, shall make Bank Account Payments from the Bank Account, in the amount CHLIC reasonably determines to be proper under the Plan and/or under this Agreement. c. In the event that sufficient funds are not available in the Bank Account to pay all Bank Account Payments when due, CHLIC shall cease to process claims for Plan Benefits including Run-Out Claims. d. CHLIC will promptly adjust any underpayment of Plan Benefits by drawing additional funds due the claimant from the Bank Account. In the event CHLIC overpays a claim for Plan Benefits or pays Plan Benefits to the wrong party,it shall take all reasonable steps in accordance with industry standard practices to recover the overpayments. CHLIC shall not be required to initiate court,mediation,arbitration or other administrative proceedings to recover any overpayment.However,when it elects to do so, CHLIC is expressly authorized by Employer to take all actions on behalf of the Employer and/or the Plan to pursue overpayment recovery,including,but not limited to,retaining counsel, settling and compromising claims, in which case CHLIC shall be responsible for the attorney fees court costs or arbitration fees incurred by CHLIC in the specific overpayment recovery action (not applicable to subrogation or conditional claim payment recoveries),but not any other associated third party costs absent consent of CHLIC.CHLIC shall not be responsible for unrecovered payments that are as the result of actions taken in good faith and performed in accordance with the provisions of the Plan or this Agreement. However, CHLIC shall reimburse the Plan for unrecovered overpayments resulting from its failure to perform its duties under the Plan or 02/27/2017 6 Client Name: City of Miami Beach Administrative Services Only Agreement this Agreement with the degree of skill and judgment possessed by other third party administrators experienced in furnishing claims administration services to plans of similar size and characteristics as the Plan. e. Employer shall promptly reimburse CHLIC for any Bank Account Payments paid by CHLIC with its own funds on Employer's behalf and no such payment by CHLIC shall be construed as an assumption of any of Employer's liability. f. Following termination of this Agreement, Employer shall remain liable for payment of all due Bank Account Payments and for all reimbursements due Members under the Plan. This Section 3 shall survive termination of this Agreement. Section 4. Charges a. Charges. CHLIC shall provide to Employer a monthly statement of all charges Employer is obligated to pay under this Agreement that are not paid as Bank Account Payments. Payment of all billed charges shall be due on the first day of the month,as indicated on the monthly statement. Employer shall remit payment of charges properly billed by the sixtieth (60`h) day of receipt of a proper invoice; otherwise said charges may be subject to late charges as provided for by Florida Statutes Section 218 "FLORIDA PROMPT PAYMENT ACT." b. Changes—Additions and Terminations. If a Subscriber's effective date is on or before the fifteenth(15th)day of the month, full charges applicable to that Subscriber shall be due for that Subscriber for that month. If coverage does not start or ceases on or before the fifteenth(15th)day of the month for a Subscriber,no charges shall be due for that Subscriber for that month. c. Retroactive Changes and Terminations. Employer shall remain responsible for all applicable charges and Bank Account Payments incurred or charged through the date CHLIC processed Employer's notice of a retroactive change or termination of a Member. CHLIC shall process such notice within 1 business days of receiving the information. However,if the change or termination would result in a reduction in charges,CHLIC shall credit to Employer the reduction in charges charged for the shorter of(a) the sixty (60) day period preceding the date CHLIC processes the notice, or (b) the period from the date of the change or termination to the date CHLIC processes the notice. This Section 4 shall survive termination of this Agreement. Section 5. Enrollment and Determination of Eligibility a. Eligibility Determinations and Information. Employer is responsible for administering Plan enrollment. In determining any person's right to benefits under the Plan, CHLIC shall rely upon enrollment and eligibility information provided by the Employer. Such information shall identify the effective date of eligibility and the termination date of eligibility and shall be provided promptly to CHLIC in a format and with such other information as mutually agreed upon by the Employer and CHLIC for the proper administration of the Plan. b. Release of Liability. Notwithstanding any inconsistent provision of this Agreement to the contrary,if Employer, fails to provide CHLIC with accurate enrollment and eligibility information,benefit design requirements,or other agreed-upon information in the mutually agreed upon timeframe and format,CHLIC shall have no liability under this Agreement for any act or omission by CHLIC, or its employees, affiliates, subcontractors, agents or representatives, directly or indirectly caused by such failure. 02/27/2017 7 Client Name: City of Miami Beach Administrative Services Only Agreement c. Reconciliation of Eligibility and Information and Default Terminations. CHLIC will periodically share potential discrepancies in eligibility information with Employer. Employer will review and reconcile any discrepancies within thirty (30) days of receipt. If Employer fails to timely do so, CHLIC may terminate coverage for any Member not listed as eligible in Employer's submitted eligibility information. Section 6. Claim Audits and Confidentiality a. Claim Audit.Employer may,in accordance with the following requirements and at no additional charge while this Agreement is in effect, audit CHLIC's payment of Plan Benefits subject to the following conditions: i. Employer shall provide to CHLIC a scope of audit letter and the fully executed Claim Audit Agreement, a sample of which is attached hereto as Exhibit C,together with a forty-five(45)day advance written request for audit. Employer may designate with CHLIC's consent, such consent not to be unreasonably withheld, an independent,third party auditor to conduct the audit(the"Auditor"). Notwithstanding the foregoing,CHLIC hereby consents to the use by the Employer of any of its internal auditors. In addition, Employer and CHLIC will agree upon the date for the audit during regular business hours at CHLIC's office(s). Employer shall be responsible for its Auditor's costs. The audit shall be conducted in accordance with the terms of CHLIC's Claim Audit Agreement,which is hereby agreed to by Employer and which shall be signed by the Auditor prior to the start of the audit. ii. Employer may conduct one audit every two (2) Plan Years (but not within eighteen (18) months of a prior audit)at no additional charge to Employer. Employer may conduct one audit every Plan Year(but not within six(6)months of a prior audit)if Employer elects to pay for the additional audit. iii. Auditor will review payment documents(subject to any contrary terms in Participating Provider agreements) relating to a random, statistically valid sample of two-hundred twenty-five(225)claims paid during the two prior Plan Years and not previously audited. If the audit identifies any claim adjustments,such adjustments will be made in accordance with this Agreement and based upon the actual claims reviewed and not upon statistical projections or extrapolations. If significant erroneous claim payments are identified by an audit,the Employer and CHLIC will evaluate such errors and mutually determine reasonable and appropriate steps to address such errors, subject to the provisions of Section 3.d. and 7.c. of this Agreement. CHLIC will provide written confirmation upon completion of any such steps mutually agreed upon. b. Confidentiality i. Subject to the requirements of Applicable Law, the terms of this Agreement and the Privacy Addendum in Exhibit D, a signed Business Associate agreement between Employer and its designee, and a signed Confidentiality Agreement between CHLIC and applicable designee;CHLIC shall release copies of confidential claims and Plan Benefit payment information in CHLIC's claims system("Confidential Information")and may release copies of proprietary information relating to the Plan in CHLIC's claims system ("Proprietary Information") to the Employer and/or its designees, provided however, that CHLIC shall release any information needed by Employer to administer its Plan and any information which is subject to disclosure pursuant to Public Records Laws,including,without limitation,Chapter 119,Florida Statutes. Employer agrees that Employer and its designees will keep Confidential Information and Proprietary Information confidential and will use Confidential Information and Proprietary Information solely for the purpose of administering the Plan or as otherwise required by law. Employer is solely responsible for the consequences of any use, misuse, or disclosure of Confidential Information provided by CHLIC pursuant to this paragraph b. ii. CHLIC will maintain the confidentiality of all Protected Health Information in its possession in accordance with 02/27/2017 8 Client Name: City of Miami Beach Administrative Services Only Agreement the Privacy Addendum in Exhibit D and any Applicable Laws,including,without limitation,any Florida privacy laws and 201 CMR 1700: Massachusetts Standards for the Protection of Personal Information of Residents of the Commonwealth. c. Upon termination of this Agreement and subject to the provisions of Section 6.b above, CHLIC shall make information available, to the extent administratively feasible, if the Parties agree upon the charge to be paid by Employer. Notwithstanding the foregoing sentence, subsequent to termination of this Agreement, CHLIC shall release any information needed by Employer to administer its Plan. CHLIC will provide any information or data required by Employer in connection with any dispute or litigation regarding a claim for benefits under the Plan, at no additional charge to Employer. The obligations set forth in this Section 6 (b), shall survive termination of this Agreement. Section 7. Plan Benefit Liability/Defense of Actions a. Employer Liability for Plan Benefits.Employer is responsible for all Plan Benefits including any Plan Benefits paid as a result of any legal action. CHLIC shall reasonably cooperate with Employer, in its defense of any action or proceeding involving a claim for Plan Benefits. b. If Employer directs CHLIC in writing to pay a claim for health care services and/or products that CHLIC has determined are not covered under the Plan, Employer is responsible for funding the payment and such payments shall not be considered in determining reimbursements or payments under stop loss insurance or in determining any risk-sharing or performance guarantee reimbursements. Employer shall reimburse CHLIC for any liability or expenses(including reasonable attorneys' fees)CHLIC may incur in connection with making such payments. c. Employer Liability for Plan-Related Expenses. Unless Employer qualifies for a tax exemption, Employer shall reimburse CHLIC for any amounts CHLIC may be required to pay(i)as state premium tax or any similar Plan- related tax, charge, surcharge or assessment, or(ii)under any unclaimed or abandoned property, or escheat law, with respect to Plan Benefits and any penalties and/or interest thereon. CHLIC acknowledges that Employer is a municipal corporation organized under the laws of the State of Florida and, as such,is exempt from the payment of taxes. d. In performing its obligations under this Agreement,CHLIC shall use reasonable diligence and that degree of skill and judgment possessed by one experienced in furnishing claim administration services to plans of similar size and characteristics as the Plan. This includes making a good faith effort to correct any mistake or clerical error which may occur due to actions or inaction by CHLIC,undertaken in good faith once the error or mistake is discovered. e. CHLIC shall be liable to and indemnify the Employer for any loss, cost or expense (including court costs and reasonable attorneys' fees) for which Employer may become liable in consequence of any acts or omissions of CHLIC or its employees,agents,or representatives,which constitute a failure,on the part of CHLIC,to perform its claim administration and other services in accordance with the standard set forth in section 7(d)above;CHLIC's failure to perform the claim administration and other services pursuant to the Plan or this Agreement; or fraud, embezzlement,willful misconduct or intentional disregard on the part of the provisions of the Plan or CHLIC or its employees, agents, or representatives. CHLIC shall not be liable to the Employer for actions taken in good faith and performed in accordance with the provisions of the Plan or this Agreement. f. Defense of Actions. i. The Employer and CHLIC agree to cooperate with respect to(a)the determination,settlement and defense of any and all claims for Plan Benefits undertaken by CHLIC pursuant to this Agreement,and(b)the settlement 02/27/2017 9 Client Name: City of Miami Beach Administrative Services Only Agreement of and conduct of a defense against any claim for Plan Benefits which has been denied, which may include attending hearings and trials and assisting in securing the attendance of witnesses and giving of evidence. ii. The payment of legal fees arising out of any transaction or activity under this Agreement shall be the responsibility of the person incurring the expense,except as provided in this Section 7,or except as expressly agreed to in writing between the Employer and CHLIC. However,reasonable legal fees incurred by CHLIC and attributable to a request,direction,or demand by the Employer shall be the responsibility of the Employer, except when such request,direction or demand is the result of a failure of CHLIC to abide by the terms of this Agreement, in which case CHLIC shall be responsible for payment of the reasonable legal fees. Reasonable legal fees incurred by CHLIC and attributable to the defense of claims determinations made in accordance with this Agreement shall be the obligation of the Employer; provided however, the Employer shall not be responsible for legal fees or costs incurred by CHLIC with respect to a claim where it is determined CHLIC failed to adhere to the standard of care in Section 7(d). In all matters where CHLIC seeks payment of legal fees hereunder,CHLIC shall defer to the Employer with respect to the retention of counsel and the settlement of the dispute. The reimbursement obligations set forth in this Section 7 shall survive termination of this Agreement. Section 8. Modification of Plan and Charges a. After the Initial Term of this Agreement, CHLIC shall have the right to revise the charges identified in this Agreement (i) on the anniversary of this Agreement (thirty-six (36) months after the Effective Date of this Agreement)and at any time thereafter by giving Employer at least sixty(60)days'prior written notice,but not more frequently than once in a twelve (12) month period, (ii) upon any material modification or amendment of the benefits under the Plan,impacting CHLIC's administration of the Plan,(iii)upon any variation of fifteen percent (15%)or more in the number of Members used by CHLIC to calculate its charges under this Agreement,and/or(iv) upon any change in law or regulation that materially impacts CHLIC's liabilities and/or responsibilities under this Agreement. b. Employer shall provide CHLIC written notice of any modification or amendment to the Plan sufficiently in advance of any such change as to allow CHLIC to implement the modification or amendment.Employer and CHLIC shall agree upon the manner and timing of the implementation subject to CHLIC's system and operational capabilities. c. Employer is solely responsible for communicating any Plan modification or amendment to Members or individuals considering enrolling in the Plan. Section 9. Modification of Agreement This Agreement constitutes the entire contract between the Parties regarding the subject matter herein. Except, as otherwise provided herein,the provisions of this Agreement shall control in the event of a conflict with the terms of any other agreements. No modification or amendment hereto shall be valid unless in writing and signed by an authorized person of each of the Parties,except that modification of charges pursuant to Section 8 above may be made by written notice to Employer by CHLIC. Section 10. Laws Governing Agreement a. This Agreement shall be construed in accordance with the laws of the State of Florida without regard to conflict of law rules, and both Employer and CHLIC consent to the venue being in Miami-Dade County, Florida and jurisdiction of its courts. 02/27/2017 10 Client Name: City of Miami Beach Administrative Services Only Agreement b. The Parties shall perform their obligations under this Agreement in conformance with all Applicable Laws and regulatory requirements. Section 11. Information in CHLIC Processing Systems CHLIC may retain and use all Plan-related claim and Plan Benefit payment information recorded for or otherwise integrated into CHLIC's business records including claim processing systems during the ordinary course of business (provided,however,that claim or payment information will be available to Employer pursuant to Section 6). CHLIC will retain claim and payment information as required by Applicable Law. Section 12. Resolution of Disputes (Intentionally Omitted) Section 13. Third Party Beneficiaries This Agreement is solely for the benefit of Employer and CHLIC. It shall not be construed to create any legal relationship between CHLIC and any other party. Section 14. Waivers No course of dealing or failure of any Party to strictly enforce any term,right or condition of this Agreement shall be construed as a waiver of such term, right or condition. Waiver by either Party of any default shall not be deemed a waiver of any other default. Section 15. Headings Article,section,or paragraph headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Section 16. Severability If any provision or any part of a provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not invalidate or render unenforceable any other portion of this Agreement. Section 17. Force Majeure CHLIC shall not be liable for any failure to meet any of the obligations required under this Agreement where such failure to perform is due to any contingency beyond the reasonable control of CHLIC, their employees, officers, or directors. Such contingencies include,but are not limited to,acts or omissions of any person or entity not employed or reasonably controlled by CHLIC, their employees, officers, or directors, acts of God, fires, wars, accidents, labor disputes or shortages, and governmental laws, ordinances,rules or regulations. Section 18. Assignment and Subcontracting No Party may assign any right,interest,or obligation hereunder without the express written consent of the other Party; provided,however that CHLIC may assign any right, interest, or responsibility under this Agreement to its affiliates 02/27/2017 11 Client Name: City of Miami Beach Administrative Services Only Agreement and/or subcontract specific obligations under this Agreement provided that CHLIC shall not be relieved of its obligations under this Agreement when doing so. Section 19. Notices Except as otherwise provided,all notices or other communications hereunder shall be in writing and shall be deemed to have been duly made when(a)delivered in person,(b)delivered to an agent, such as an overnight or similar delivery service, (c) delivered electronically, or (d) deposited in the United States mail, postage prepaid, and addressed as follows: To CHLIC: Cigna Health and Life Insurance Company 401 Chestnut Street Chattanooga, TN 37402 Attention: John Dyer, Financial Analysis Manager To Employer: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Attention: Ms. Sonia Bridges Director of Risk and Benefits The address to which notices or communications may be given by any Party may be changed by written notice given by one Party to the other pursuant to this Section. Section 20. Identifying Information and Internet Usage Except,as necessary in the performance of their duties under this Agreement,no Party may use the other's name,logo, service marks, trademarks or other identifying information or to establish a link to the other's World Wide Web site without its prior written approval. Section 21. Request for Proposal The City of Miami Beach Request for Proposals No. 2016-086-WG Health Plan Services and Benefits to the City of Miami Beach Active Employees, Dependents, Pre-65 Retirees, and Post-65 Retirees, together with all amendments thereto,issued by the City in contemplation of this Agreement(the"RFP"),and CHLIC's proposal in response thereto (the"Proposal"),are hereby incorporated by reference and made a part hereof;provided,however,that in the event of an express conflict between the Proposal Documents and this Agreement,the following order of precedent shall prevail: this Agreement(including its Schedules, Exhibits,Addenda,Amendments,or the like documents);the RFP; and the Proposal. Section 22. Insurance Before beginning to provide services under the Agreement and throughout the Term of the Agreement, CHLIC shall maintain the minimum insurance requirements set forth in Appendix "F"to the RFP. 02/27/2017 12 Client Name: City of Miami Beach Administrative Services Only Agreement Section 23. Compliance with Public Records Laws a. CHLIC shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. Records made or received in connection with this Agreement may be public records under Florida law, as defined in Section 119.011(12), Florida Statutes. b.Pursuant to Section 119.0701 of the Florida Statutes,if the Cigna meets the definition of"Contractor"as defined in Section 119.0701(1)(a), CHLIC shall: i. Keep and maintain public records required by the City to perform the service; ii. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119,Florida Statutes or as otherwise provided by law; iii.Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed,except as authorized by law,for the duration of the contract term and following completion of the Agreement if CHLIC does not transfer the records to the City; iv.Upon completion of the Agreement,transfer,at no cost to the City,all public records in possession of CHLIC or keep and maintain public records required by the City to perform the service. If CHLIC transfers all public records to the City upon completion of the Agreement, CHLIC shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, unless otherwise required to be maintained by CHLIC by law. If CHLIC keeps and maintains public records upon completion of the Agreement, CHLIC shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City,upon request from the City's custodian of public records,in a format that is compatible with the information technology systems of the City. c. REQUEST FOR RECORDS; NONCOMPLIANCE. i. A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify CHLIC of the request,and CHLIC must provide the records to the City or allow the records to be inspected or copied within a reasonable time. ii. CHLIC's failure to comply with the City's request for records shall constitute a breach of this Agreement,and the City,at its sole discretion,may: (1)unilaterally terminate the Agreement;(2) avail itself of the remedies set forth under the Agreement; and/or(3)avail itself of any available remedies at law or in equity. iii. A Contractor who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. d. CIVIL ACTION. i. If a civil action is filed against a Contractor to compel production of public records relating to the City's contract for services,the court shall assess and award against CHLIC the reasonable costs of enforcement, including reasonable attorney fees, if: (a) The court determines that CHLIC unlawfully refused to comply with the public records request within a reasonable time; and (b) At least 8 business days before filing the action, the plaintiff provided written notice of the public records request,including a statement that CHLIC has not complied with the request, to the City and to CHLIC. ii. A notice complies with subparagraph(1)(b)if it is sent to the City's custodian of public records and to CHLIC at CHLIC's address listed on its contract with the City or to CHLIC's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express 02/27/2017 13 Client Name: City of Miami Beach Administrative Services Only Agreement Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. iii. A Contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. e. IF CHLIC HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO CHLIC'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO a,MIAMIBEACHFL.GOV PHONE: 305-673-7411 f. Notwithstanding anything to the contrary in this Agreement,CHLIC acknowledges that Employer is a municipal corporation, organized and existing under the laws of the State of Florida, and, as such, is subject to Chapter 119,Florida Statutes,and related statutes known as the"Public Records Laws". To the extent that CHLIC provides Employer with any information which CHLIC considers to be a trade secret,as defined pursuant to Section 812.081,Florida Statutes,as same may be amended from time to time,CHLIC shall provide a cover sheet marked"confidential"or"trade secret"dated and containing a description of the enclosed protected information or CHLIC shall mark the documents as"confidential" or "trade secret". If a request is made to view Confidential Information for which a disclosure obligation exists (or which Employer believes may exist) pursuant to the Public Records Law, Employer will notify CHLIC of such request and CHLIC will provide Employer with an affidavit consistent with the requirements set forth in Section 624.4213 (1)(c), Florida Statutes to confirm the trade secret status of the information. The affidavit will be provided by CHLIC within seven(7)days from receipt of Employer's request, and will be executed by a duly authorized corporate officer of CHLIC. If a requester objects to the application of the trade secret exemption, the Employer will promptly provide CHLIC with notice of the objection,so as to provide CHLIC with the opportunity to obtain a court order enjoining such disclosure within thirty(30) days from receipt of notification. If CHLIC fails to obtain that court order enjoining disclosure within the thirty(30)days period,Employer may release the information as requested. Such release shall be deemed to be made with Company's consent and will not be deemed to be a violation of law, including but not limited to laws concerning trade secrets,copyright or other intellectual property. CHLIC agrees to indemnify and hold harmless the Employer with respect to all expenses,including any court costs and attorney's fees,which may be incurred by the Employer in connection with any administrative or court processing, including any appellate action, arising out of any public records request relating to this Agreement. 02/27/2017 14 Client Name: City of Miami Beach Administrative Services Only Agreement SIGNATURES ATTEST: CITY OF MIAMI BEACH,F.:4 IF A , /1 4f � BY: W�/ ��,. / Rafael '. Gra .do, ity Clerk ..��1'1'41%4iI ilip Le/4e,M 5, ��'�\ BE, 111 c �% Ilj �/ _/ ,iz ,/ , . Date: _ ���, ; ,,:: ------, < „ ,,,- , ip"�CO` F-I ,�OMTED \;\.4:'--. ,-4�-%��" • � "? ATTEST: , IGI'4T ALTH AND LIFE INSURANCE COMPANY r 1 ,-:::.,:--Iv ,--,--- -'1,g:::,.,,..L i, Print Name/Title: Print Name/Title: . 0_,CYNIZI CJV Cav49 ree d✓ Ltt /6, il/Cr 1"Date: �i3/I APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION EL- 02/27/20 I 7 ty Attomey Date 15 oA 0 :IS" illitilmot r a� uir Q1 v l, ,� :1 <t .x , i.e) —.4 ‘ 1�> M.M. U ilitt 0" agi a CSU e -0 iftligirtil V ,gam '+ k. U �" �� �"-' xRk � fli;...';?,010:ra: • cC 140 w �' '4‘.--10:1"' ;c1 t,. C3 N.uU s- iv JO N�' "k —, 1„,t:',....„4-1,,,!"!::,:::,.:,:: a) z U Xv � ri. E r (( ., n s V WX rA � tsy0 tip pp :. - : ,5 I) ''''; •� .. yy ._"1, 1* r> p : > N^Q tar x. . r ," : o :';'.. ° .3 -^te .R +s y ! R ¢d �y U r., :os-' vi r-+N a 4.° 4 4, `/ 11G 6 'r ,.; cn N, ^` " si-W c/Je % . V ,r ¢oka: £x ;:l " kmv ; ...„%-) {'# r ' r AggiN 1.) ,.:,.,;.,:': tz; <1.) C ee ` y E • ai " d '� 3 r. ,•,, olINIERNR: ittioigto cu gn t. C.4 ,41.4 :11111gli: 11114ip• ,/, '" q .+ta CCC� G U U or+ 6,, Qr " N a —NOEd UV Q E Ell cl >, "0 o 3 fl.,.- Q, G°. = >,'71 y sem„03 1 E Q t> 0 a d 0. y �' 3 U a) .-o a) U .b N 't3 v'b 4�it+', V�1 c�C .>. a) �' cC '3-'. ,S." a) b0 0 '-+ 7) >, U P- i-3 ,-,-.„ 0 . N 3 'CS O ' a) Q a) cC ° YC U o +' 4 t ' .vnCI) q bA O U W g U N ¢, c r 2+� ca - -0 P,x 0 Z a) •O • N 'U U 'C cC CA .N-' cC 02 N 5 "C n 5P-' > rID ccs71 7:1 3 Q b U y o n o 0 • b ^y 6) 4 •„'� to •�V, Vii ,.a ••� ••- c..., ° U a) o 3 - 0 ,ia U >, a) 03 c`.) alc(C Cl) Q Q bo >, a) Zy � •to � a � • i ,, .E o � . - • � I:1 Ct sUU �° ; U o,,a) 0-4 -a C.> -fl>, • bo cV d .c oabA nU d C c O CC ' O .c •o ' ani c° b Aa Q, �� Q V. U P, > m U 4 a) f ,Z :1 '.) • U a) V, O - 'C �l g 0 ccz1 Lsr cC ccS C 'G , O U ¢' cC cC U U P, to • o - E ? 7 'C3 0-' up — , n •,.. 40 o iii l� O Q G”, U cC 'C g to bA 4y >• .-, t 3 O U co W -d +�' OU p � Q a) O bOA N U Nh — U U Q .y N U O Q —V. • U > 0 , i c>C a .• 0 p '�C = A U Q•' O O Q 'd y U Q Q to ° Cl) v Ct -o En MI VS o co ' MS 0 Q a ° o E o 2 Q to g Cj o04. " UC C o, bo U0 PosQkimU ° ••U4' 't 0) � Q cC � >, ,4- ( o Q );, U ga cCi CIO C4 • O ): aH o , n d is a) o P„r a) .Y sy ,.0 w QP, C u, ,- P, boN [-0 a ,4 m ++ ' ' d O O U I U n a) CD p�r O 44� �+ ^y c�C.yy 01v rC o FE': o pOp cu to U 'C % ° C /U CO • • ' ° °Q rU b4 faY S C U Cl) � � >l U -cia)CD cn a) : 4-r y n. ' �' m QC '0 Q, ^ U om 'ci) U U Ec3 >, ., hanN U� rn >, V '� � dE O al v a) co = o 4 g � >, >, CL) C.)• EUoE cC Eam ° '° o• a" a L.) .. (1.)i o oai v o > a) _ U v ,., U 4n bo. ,°? ' � jA C to ncl , vO � o ai Vdf�s cQ' bl) 0 C , UaCNica n 5 •eC Q V aK 4]Yii c8 E >,y eC ti)ct =' N o cc O gt.y ,—Ui -0 •o •- CA N U •s=' ¢„•^ to ' cC cUC+ (l, c- •g g > �' $s p P-1 vs 'U 1)4 a) 0 N P, , a) =, •, cC •, u 3-; •_" 4t�'"•, N r -,:i1-4 f•� U u ,o co0 al �, v coE L ¢ d o, Q Q C7 o^ `� `� o ear tq .. 3 .5 3 I r a 3 = 09 a Z U) a, -, c ' A • • • • • • • • • N N l N UQ N O :.. .� (t) 1 i a 1.) : .-t 0 0 P44 i .A.7.,. 0 4-44 cu 44 U a a� Y 00 is CD cCt bp ° >, > 44r 0 cn a, on a) ct 0 . ' aq p 'C 'o iuq G� to o � n Q + U U �" CT 'C no •o to-o U O N y ?t& �" N cu cu .fl Uazs ElC� ° O at 'C3 c, czt 0 a) .4 Y 'C a c Jo bq ° ^ a ,.. U cu s. 'C O b v SM. ,--4 c4 4-4 1*-4/4 C ; ._1 0 .-4 c4 0 yol U V - y0 Y V .� U n ° s Q. CD.0 70 c� &' •CU •> �" ami I U 4-, a Q > U, x ," . U U 4 ,,,a b4.2 z CA '0 0 d� A ° � cvCmI: 2e cC a +. e ' 4 © czs N 0 Q aU p O 'C U A Sar v, ,� a) v O„ m cc I ct >.44 a) s-' 00 >, o 0 O • bD •U a., CI 'a7 bA sazt IO TS U •- 0 i .L: U N cu O 0 O U O ". 'j rn �.• •,-, U CIS TS ctd 4G� up y a ;i s U a) ° UU`° p c::*• up 'ti sg co • e a. 'OF ml nJ ` ibn +' ' N ° v ai r r= (I) -o 4 LC U N .� . • a ° _ a� o -. at at bio 13 u a b°n a b4 76 Q cC to O u rn cn = rn O Ll cu at cu cu — a' 0 r.. - U •5 y cd 4-. bi) o = c'a � � `��k od ccs � rn r p Ct a s~ 4. �n a) c) E c) a b .0 ccCU CC: c 0s F 5 x • # bq•ct - . QU Ba '� o U '5U 5 „ a Q. a) to • U o b $ byU 'wv a) 0Ua4 `. a >, Q ea Q C to ,2 ^ • U bA ° * vs Q ~ QU .U?'m � 'vw o - m 0-1 'E Ob .° to v.4 CU ▪ p bA A•U ^ . on a. q , Q o • 4 0 6 .. g A ., 3 s. ▪ y 0 • c ^v cn bo .0 o g 0 0 E a, <: 4 c .el C.) C7 ^: a) A a,"' = o$444 o = C7 Qtj o pV) C7 4) ) pp Ro i $.4 c : oA cn ° 9 g ci a) U ' U Q ° � Q.. (L) ao o C9 1 ° E L •- C4 c/1 a4 0 � 4 U op s-, c/1 s•. Urn r sa) 4-i v, CD. 1 1 0 Ct a s 04 on a) CU U el .. fa, •oorez n o4N4. C • • • • • • 4 • A ',.,,Ii. d It b N r N V < N 0 Z a~ U1 cC >, a) ° Q o • �° - - ,0 o - >; al •0 0 >, r) Q •o cp a w = � 3o g0 •- ao � 'te a � r, ; � o 'O .O U Y ° g :-z. °O «S a" O ° bA cC v- „ d 0 c: o y O Ua] O N ,- F pp U " ,0 'C. t. 0 O `�Cri c) y 0 ° 0 sz, MI o CC$ btbUy� PI o A NO Q O •> U "oQ ) bA •-• -g 4 cz' . re; ms 4, 2 st %.E E 2 E "rAo N o C UU E oN > !DJ) 4., Vp TS . O Na. O O a) • yvs: .. 'o ' – 5 1O0U ou, ) O� -a---c), tn 1) cri • N 'o U U '0 y d ^ 5 > >, ao) E •, a) y '> ..O 4 4 o ,, " .S UN. U O at N 3 '`.'i. E > O ° r o f ,4 -odd 2 °U' n 0 1 ,4,r... N at U 4.4n as O O ct • 0 ' ,` ? Q_ OaY O Z G. t1. u O , O ,11.)., UN. o s3 3 ,,12, ° n QWJ f. Qz °m ,' -0 U e 'o ' > to O •� p. b 1,,,,,, C . U z Q zy - k ,) ° Ot a) >, bA U V] a) ar .2 y ,4-, o p ,o• •o a1 .' .•,, A -�" �, a) ." cC O E FA Q a] t1,• • ,Jz— to „,, -o W 0 4 V U N to Qr .'E. r .. U C N • 0 v, 0 .0 i•. 7'. i•. • ., i. ° X bA r-+ .�r G? 3 a,.,J. 'yy .. 4 S]., 'fir .., U ° 'C U at ,– ,. .F.' ... a„ 3 E 0. �, ^. E a) • .tib , .o , '.o E C $. a �. to -. ^ v a U ay 4- = ct .+ i; O 0 c.,„'... U . N)a o y o 4 .ci-y U .,. a c.aCD 13 y U 'o c 'o O U Ili) -, O E . .O Q 2 a) .n E5 O Fes-, 1:1Q. v, a) 1 CD v W E — c a) . Q, ;- — a'50 ° �, ° . 2 ... • c o a o -o .� U 71 79, m F+I "�� (". +w-' al sem. by..iA rA O °O O •° ICOC, UEO so a3 a) 0 -oo , f. .4 0 '� v Is y TS .� ,. U U s~ o o to y ti aUi o z ccj {I : ° 51)."."---'' s� V , to • sU cC u crs 4� cd -TO '> U U 1.. vl •rn 0 S 1,., 0 O Y v, "O U O crl C a7 > ;5 .Y , N a -0 A C7 on'o ° A -6 '; E x ? ° U '�' a 5 a, t A - �'" ° a. U d :- g o P = o C r"' > 0 0 a; �: air A 0 aI aC , .ell U as to U a o O o o a� ,Y o ' U ° to . a, a, U , y 'o y cc ' ,� cc U 't3 U Ve al 0 o 0 U E 3. ao a) C4 g ,4 U E g cca IY 5`4. F" U 5 < Q. -z .5 6n °�' o o a Z .N ¢ r- E A • `,. • • • CS C • :. -0N U Q o d\ y C -0 U 'O o a �: -.-' •� .o a) a) a' v) 4. , i c.) -0a)ami C) o ccs 11 g o c, Q -0 a)r g6 45 0 s a) C Y 0 o I.) ;•, �0 O q-,• o O O a) ) U ar CA � f., $.4Z U C 4, • c; C4 0 • a) a 3 •3 0 0 s. a) 'C O a. oA C) �, U 3 i-- O -0 a) O• a) ms 04 8U o O Obg U abAW U vD bA p,5 a) ri U O •0 O C t,c a) Q a) E yU O O U trU a p a M 0 a) a) a) a) ami �. C p Y '0 >, 4�-, �" 0� a) a) p v ct CU 0 a' ,- a) a) E -a o ~' ,Y x a) a) a - E b • O a) o " 4. Q, .0 a) 40-4 O ccs +_, n `e �~, U O SpA cd (( �' TS N r/] • v1 a) s, O O E, oo a) a yd? U 0 C .., • N 0 4, a p .i 4-4 a) O am •a :".1 5 ` .Y Q, c� O U E �" f,' a) o ' 1) a) a a' 4, U 5 014 " x o Y o � U a E a� >, C . c°0 E 0 3 0 g to a C > � a C cci C) 'C W '0 � a � o 0 4`� o v; Npa a ( 5 o m ' E ti a) x = a) ,a ,� V U CU 0 a) U •5 3 c 9 U C O v oA O a ., a, CD 11 UO .y to °? a, E •o c3 v ,.t < oo t, 0> CU CA • • ct a y o om >, 0 o o 4ppNr•e m > , vg 5 0 'E O a 4, ,so a s, -C c� uOa) y U . aa) a Cu N a O p y — to cC_ �, N a) `� o a) LT4 `a = � � o cd o 0 U) �, O >, ,p-� E -O ki a o N N U ct PcC - 4) ,. y., r.., a) V d O ' $4? - - O sp, O � - 0 tea,cC -0 o >, _ g , . a a) • - N - cn a�, .5 Gi, LN 6Y U C co r --, �, bA ¢' N ms ' _ a Z •N Q, U - — = , i 0 A•r H E ;5 � c.> rq 'a N 0 < 0 7:1 cA N >, cc; s0. N vsC)4" 0 0 a) �, N. �� �' • -2 � o i d) cC j, N c, LP, A. y o cA a) u ro a. = w da' o 4. � '3 ,_ V "c,3 cu W , 0 0 ', t ono m �U rb c, 0 %. 14 "c '0 'C�7 O O ', F, C3 ..• on p N O O O 'a) n ) s. , ' 4.. U ,� s a) s-, ,, ctl4c) O >, � '~ c. cu "0 cd ""0 CZ = ,t" ,y O _ ,- O a) a) 'C ) at a , ct F ct Yr O 2 0 s, 0 0 —0 0 �,,.., N „ C.) �, co = �' 7-� �'a i,. ,.., 0 ,� W - ro a) -. m oa,) o .n o. •o s..4-4 �” IDA) (I a) `� a) m „d Q.- •, o on a) >'(,s- 'Rs" U O -o 'C O 5 x re 5 '!W o a) a) W U Rig O U ,5,+ 0 cn at -O 4rp '� N C U "c74 ci7 „ ;-d ¢ 'C O a) on C) a r ; y a) $ N 41 O crs — O ,- C.) a) k ? A. 4 >1 .� W,y = C YO r N O ' a) o "O a.) — ,S." N Q, N y ,... . 3 .5 -0 � ,4 y0, ›- -0 0 v .. 3 1, c a) y a) teoo E a) w ct o ` co CAt'O oO •.a ,, OU .b W w i) a°)) at. >, 0 4: a) x -0 U Q d g - cc O O c) U ° . CD 'C S-'. N s-..' a' ' Q C CC 8 ,= o E5 i �E o . >,� - ;; o . o ▪ N Y" •Z � - � = .E a) ,_ aircs>, s~ o ct i . 'g s~ CO : o. a . cam, r. a N O ,., U Y. •-. t\ Z .c l W a° 3 0 g "0 3 O o d E r V Q N 0 �r ry� M — ..y ea M. v� y O 3 ee t Z3 vi 4 1:6 O O u C t U •*' O a> U C dId U C7 ^0 C d p rte+ L •L C CD 09 w O • = . . �+ O O rn r4 ^O r .o TI C it o OA 0 0.is G wo \ O O� M w .,, N V 5 o Ct • 0 • 5 :•o C) 41 a> o til o a) Q, C - = E C av • o o rn cn y• •� ' a • > a) a) H O11 • ••• o O oC .• 2 o O a, • • a. • E o o N 5 •zi N r` N . y >> b iz s. ccs . C O Ri az 6 ' (.3 _C U G". , U Q ,. Cbq cc • y .E > .2 O > U.— — O bO .5. >, O cC > czt sac.)O O. '.y a "" 0 C1 ;,�4r � +-+ � a)Ga) ' ` ' ,U Q. d co O m to g v O S N w� U w , e E CD 13 N V Q N O `12 i t' >> csC p ct O >, U », .0 U -o y 3 .4 m - E p. 17 at O '"o . cu --0m1a) d ,o ro .o g ai - $•, ai a) . 15) 'c 3 E oa., .v o . a' Q� E • O ea N •• 'C C cc N a) tzn 043 Q) • N N • .4 0O .. .E t a) "0 O . a-, Q- U " on a) , -0 a) E 0U O cd °? � U )Q, N ,- cc 0 • 0v •C ° 04. 0 o cn on-0 0 ..1.) o -0 ?0 aaiQ, 0 O ) V� ,(1:1 0 a) a) E> 3> v, p a) —, vcc 1••, y -0 U 0 ,4 U y - NU > ,I O ) to N Q • N 5 UNc� g O> n s, p al 0- � 1 O . U 3 a) -0 vit s, a) ..+ • a) czt.% U N aU , b .5 o "" ,.g N ; to ,� N O p L xU> N3-4 1-, Q U E N• ) ,s ' CN •, ) CC cc CA s 0 ) «f U O RN - , N t -, O - 0"C U ,4 - -0 � + U4 / ¢ U U _ 0 . s.. C) .. _ I) ON ' vi `n yx 0 > W aO a a � ;. 0W fiE" yc) ' xo; s- cd — zF-" cn CZI ( • c cc /'cc p c -• c • ) OE ,8 ' i. 4. UbUcAV bA yv .. X O s. A -' Db ' �--� , � • cd E tar U ca m NO _ rzt .E �- E = ,-7. Vao a) ) , a.) p.• 5, 0 a. E y ) c no Imo M • o p 3 ) g •-,,j U a , N 0, o Q s.4 a 0 • ,q Oa) >, p, • U ) cn •U- - AO 9 ct •- 5 as~) '•U :A '11 -C = ani ami = 0 ›, o Ca a > o U Y E 2 0 •3 E a) a) (I U u. 0 Q a) o. a. — E oA"o g . cc s~n �a U � a) 4 'ab.() , . p c..) a) o • - "C p E U' .5 n W > 5 Mtaz c O cn U . N a) y s. U Np E p V, cc cd v . NUs. Ua) a ,,Y U NOu 6, op cn b C - 'O •EAw Cl) c , > u N 0U ' Q & cu Q ~ p s. vi U •••0 CU (1)i O '' '" > ,4 g a) . c � � 05 t.0$-, ....1 '^ x O ccit p v 0 — N• p . UC) ° 8' E f U g a) to cd $~ 0 CO cnQ0 t) • ctt y C g .o E t� 'C3 ,,,,,,---5 o ,!E'!) a) O 0.0 .fl^ $- •- a) N cc Q.U i. czs R N E .E i- O EO p cu a) 0-1 ,-‘•Q.U .p al y0 cA ,z " .�w •Y O .0 oe cc N v' a) U x a) 4, $. •� N -0 cc , a) V Cr) Eat U ii L E 0 = , U E •2 o to o a , E . a) E ) ' .. E ., U a. U -5 api) E -5 w° .nW 6. E aa)) . � E-1U a- • ,., N Z N 0 Q o lo a, es y y z ao o,o ao ou on on o,o `g C0. . z tet CA et \ et v as et se co > v' sg > - a) > > > 4. U V VUU'n d °' °Ci6 s. > 0 0 0 0 0 0 WD > 6 bt o 0 b 0 0 0 O, O� y1 T. U O� O, C\ Cn Cn O, u y O•N O 0 O bE O� O\ Oe N N 1•�1 .0 0 N N N N N N rn a 4. �.) N Cal C.4 et N N N 'C a) rts Y .-) U 0 4.� 'C •0 U ty "CU 0 N W U cn O Co z0 E s.. O cC 0 z C.) z Y o > O o y ° o U Z c� g 3 p - CO Co U °' o' > o �. U -o $. a UE cn cn U 0 7:1•5 `q d 0 `� a) o C_7 p. A E o 0 •P3 °A ¢' ° Q a a • yO O N O N p v ,, 'C D Ia . y a - co °AU " fm,,"" W o �sa . za s2 .E Q -ea, , • �A ,.. 1) i , a . • 0W aAa e i o 0 > ',w w w .o o a' o cn N 0 R. = CA y S C cn Q U v u = 0 0 o 0 o 5 d a a' Q , ' OTfg a) ZvD 1-.1 • • 0 • • Q. • • U • (2 �: o 4 OUs�.. c E O (-.1 r 4 kri 0 co c d _v O >1 U • ) V d 1.. > R -. Z atN w C o CW 'E N N UQ o 10. Cj4 Vi it rd .' e) >a >a >a ` 4- y 6e «'. ,'tea ' ,le �> d �t' d a� ; � .� cCY ' � a > > > > > > r O o 0 co = 01, d ; o a i a-CU CU CO) 6, 'F. > [ v' d iii bA 0 e O 0 0 0 0 0 CD is O ea: , O\ .^. N N N M Mlir) C/1 0.1 U Cr a. N4 ' U $ ,d S." -� � O 14''''e: a, bA O Q. 'CES ',, . y 6 U C#) �' 3 ,Y aci N N p b.0p O `A 4. �+ L�i ..Ci' o t-. O r. W p O z3 5 �`' 'C ' 9. >, o c) a) c i o -oo 0) a �s o Y :7;,,,,, `1--1 C C.) w p - p aa' r "(5-.3', >, P. a~ 3 �j v s. ..�-i fid; 9 'O ,.O O '� E". f g 8 •O g U WW, ti) U12 Q. c4 , cC ,.f' G." ¢ CA u c� Ori E •z O a. 7 s. :;"v c� c O ^ �, V s: aux d'" r` „ c,4 i' N p 4) g O' c'' U 75. cOC gcl O ,sem' O N N r. >' ". 33 cz: UC o � N p --;1p 't = .5 OO i- ¢ � y r'� > U N � O C.) • w OU } .) ) Q "-1,:r " . CC :V., v> N; 5 " Q > V ;"a U 'z Q o'�..O • . N •� fI,f.q ,. X z L. :. O .Et.° .U U N t O N >. _l W N N 5 N s.. I ^fl pp N '' a , ) ° 3 fl . p6 N - I o p p 0 N > h O .pV , ' N g (0 N U N a ' a' 0 3 iN ON 'NN b r Q• gs. '� yO' .y U O �4) P•. N � 'C + ct 1) O ",d N ; O O OaCN •tcz > C y 0 *"°5 ,-,c1) ,?2 � U Cp ,D.� Q . O u sN Y N$ > N , •-c: a)bA O a E'� QF t. E. w > iiii. ea a x v Ate, U U W v N O « x ' c 41, .iii,,,;,,,,,i,i;,,,,,,:.ti Q ,o Ioo a� o ii,3;, ,.....›. ,.7.: ,E, , 11. o N r, P. E 4E3' ' .. ;a.s 3.,i4 N V N N O f O 44 z U m 1.1 Uc. U U U O `` 'V OOA OOA OOA a �''a L Cl Cl Cl 6 4 4 4 co U co z z z ` b. 4 E z o � •z > � (A w5 i >,� , . CA o Fd )y 0 � ' o a4- I p � 0 � ca a.,> 4. >, i Oo cc n . ) O W 0a) «'x X y -toU a) � E .OU O 3 . g 5 > �. a � , o � a) ,, p �0. -10 E " Na0 ir"nYu ° °"' 4)-o P-1 1-) Oo c° ai . �� a) 0 o o = a) .� a, a ro ;. 4. x -o > ... a) d o a) a, �° 'Fs' 0 o U 0 3 bA a >, 3 5 -o �' >, > o a) ._., o - 0 o aoo ct = p.,° ,. '0 czs y g 03 o �. o '" y o a 0 14 . >0 N .> O 0 ••- . o ca: (II a• ti) a) O c� 5 '-' y b vI v) U �, U L. ioQ) •U O o ti }O}.� x y„ 0 5 z �O �' bUA a) . , a. > u) Q» cti y �." O W 3 U a O Qr p" as • ' c+-,4-4 m , •-- 'V cC '- O (C/I)) O U >, p N HU ° M V s N '� bA O e,=, ,� tea) a1i ,.� ,-' O N a O •0 L W 4", U U Eb° O ;% 'G U ° 7p., a.0 ,y O Y gccs ,f' ••U•, cz a '0 U as al U• O tY S F-I Y C /0 y 4. ''/U^� Y. p VJ •ti 3.. 4'i.. Cl) ct U U ;-. `g Ste-, co � W+ a. N. V1 C� co U O 6 ��y, '/-�1 s. o Cl) U• Wi-, a) • • .a (C / Y. cC r N N S bq cC a) U �+ ^U U03 U U U U „, - • . • Y > " E o Sia « a •r°5), µ1 ,�,` 2, at/�r� •V Q O O �y 2 " i c4 -o a) 0 cn 3 U m > U p a, `�, .... 3 0 CrS moU O x�g0 $ c = ; 15 a) k ,- g < y ..OL ., C)o � 2 o �O ' PGE ', U 'C O <4- ap U cn y � i,-tLt 0 ' > o x r '� o - a ,•,, -o> .- o > 4-' o cu >, t0.b I. t, - Cl) '� _. .0o °'c) ) 6 Q Ma? 'a) o E -CJ a1) o av > 03 -d RIQ Wk o 'oc) s. U pZ04-, xC34z, AU o .d " a - w •" s~ wactd U ) Ew a) U -o E ,2UU idc4 •E a~ E A, a..5 >m , t 14 A O zN • N 4 V > sr E ,, Z• N ,," ..... = �; cu E N 0 < cv o W 74 .fr N o (y75 ,-- Z O aCvaE v Ts eigli Z tic Furs as EA -, Q U W, r=1* ►., 0r, 0 E 8v; e ac,,, -ts° 0o at o 4 .• ill th a `t w ? m ' ° o '�o C) o a 0. ai > it 0 .1E48 ,55 c o ¢x c ° o aa. ~ " 0 I -to z oQ • a) 0 an oa . a) oo a.3 U O ^ z •a - ai y 1 °' :3 O4w • ' Y o 0O 0 " 0 U o :o ' U v14 8 , •s 3 >, S-. " ' O N E F.4 Rat •> N cdr. - p -d U m m 0 ad CU 73' on - s~ s.., o U >,-. a.) o c - "OCU a) ° O n ¢ w 0 0Qo y a. C ,.. . 0 O b ' W d t, oO 0 o .Y 4r cd 0a) a) 0 c.. x cd o GO0 ° 0o � ar . • z0 0 on . w o CA o ° CI Q QN p - 0O .— = ° � H. w U N U at Nm 0 ,.o • c . = t, an"O Y o a) 4. U Ii! p 3 a •OpGy d C - •° > • O. 0>: O > v' � o • bO H.pyY > b . Ho 0 ' 5 eU3' t a: > O 4.a C > O QO0 4I . "0 O O -0 p 0N ° v •5 0 U a 'alii 04 Q d G 'O v • `t .-,y '« e CU 4 '> Lt o ° o � '� m �0 - " v t. E ) oo 0 at o o V at .0 > 0 bOO � N �' C fU 0L��, U >''C Lam, A•-. ,. d>1 0 cdCA mi '' • •�. . a O O Y 0 CO' cdOv U d s a) > O v Q a) .d U 0 N 0 tu 0 r• > U 0 p 0 b4 U s... cu v) 0 ••0 a) . a) b c« '173 bO cl C..) 71 0at i oas. Od ^' • 0 c 5 0 . O N C o d C • - O ^ Ev,3U S > y- ns. o a . • • • • em ) 0 O ..., )a) : a) 0o ' o s. . 'i� ) - :'d O o OQ n -y bO Q. p 0•= L 0 4: > • O 0C > "O o 0.-c . .b CV N ,_ '4 C > bs, ° os. Io . = aa)CCQ > U ." n 3 a, , Q p. cA 04 U a) 0 OF.) w bO odd a) . d ) o � o dU ° O A a, 2 o o O & u p -cis rel > y �� •- o N 4-4 rt CO `/) N 'T'' bA a O '0 r" Z N - c o N N 0 < o Client Name: City of Miami Beach Administrative Services Only Agreement Exhibit A-Plan Booklet A"Plan Booklet"that describes the Plan Benefits and Members'rights and responsibilities under the Plan will be provided by Employer to CHLIC for its use in administering the Plan including denials and appeals of denials of claims for Plan Benefits.If Employer has not provided CHLIC with a copy of its finalized Plan Booklet by the time this Agreement is effective,CHLIC will administer the Plan in accordance with the Plan Benefits described in the Plan Booklet draft provided by CHLIC to Employer and Section 2 of this Agreement. CHLIC will continue to administer the Plan in this manner until CHLIC receives the finalized Plan Booklet and follows CHLIC's preparation and review process. After that time CHLIC will administer the Plan in accordance with Plan Benefits described in the finalized Plan Booklet and Section 2 of this Agreement. 02/27/2017 28 ks z • Z h ti z CA z u v u v c, v G. c) C., c) O V S CCOSCOO' ^ ^ " 1: (on, a a 40 a 0.1 a Cr Ci pr .1 d d d d d d d d d d U .a 0 0 0 � Cl..) o _ -- a .d U L." U cC '� 'C O ccC p ` o S a°•— x ct `° °a U a) ,- 074 ii U o o cn U -,S U ,-' N` ,x a ggL. 44 d >, o g � 3 U g a) 0 0 ,-, aa)i 0 0 •0 .o ° o cu 4 v? o �.� -tiQ w 3 'a ¢' 0 0 >, E .� 0 d p o Q �° � o o • .5 U o• on 3 $~ U vp �, ct U a, U U d = -0 , o o 3 ' 'X c•in o I' Z 3 a) N O o .5 u a) GS b ,.. 0 5, -Y Zci) V o 3 U i. ° U 'bcZ: U s"' T3 V CI. 0 -C L+=-, d ›- . E N ,., 2 > 4: d '> O t+: -r y W -o ;o a) c° o O y p.... • • 71 O .6 a) c" r,te^^ �ci '1,� cu x o .2 = o -E 3 cct ^;';' og '° .Y ,o •U c1 ccs cz$ to ¢ up ,"- - 2 O a) E U-, _ •7-1 — -5 tO `Q'i 6�Fk(. : :-071 o o %,_, cn �+ , -a Z cn U 0 - a) U U aQ. ct �; ;� U 0 W U W y Y o a, � cri � ,, ,,< a 0) C9 � � < w � � a) .. U a 5 v) cA 01 .-, cu •�' O ‹p co +, Q,,W ' � 0 'C N x4 F� i'S TS � rn . G) 0 0 EA +-• '•, �' 4. D g..a 'C yg > s-, �` k.. V Q r.,, CC. a Q.. 'V1 cd ,--, ,a ° • 0 � �. a) 0 0 gym' ° -. -a x y E +, >, CC, 6 o m ,U-, a= t y, U >, 3 o 0; U S� N cC _ d O c� O N ' i.. 'E 8.; b T°S N `n E c, O E • O >, cd . U f,,. . ccs s• _0 O n 44 0 G1 a 1• Cl, E U G) cd -'. ? r..' ,••,•" s-. y� N ^� U .a G"P Y a) rU-+ y O N a) r cn N W rn >•. J-, N _ >, U O Q. " s-'' sC cn t7 `z U a) U Y up >, .� U° cC O O C1 ux t' U c V �U. U "Ti U A of > a) �, �, U ✓ La) a o :, '3 o a) a) a) o c" cc; g a s.. 0 t Y a•i.Q E 3 0 0 ▪_ C an a E U a) y b o p 0 cs >' Q, 3 oa'a U 2 d o E O p• >, 0 o a) o 0 '- 4 ''-o o ••° 15 0 ,4 , y Y U 0 ▪ o e. E.._ .5 ,,, - 06 , 0 , c4 E O�-o °). > - `n N U 5,,: u ct Q. E > V ,, V c° • ° p. C w f0 . 4 o U ct v? = S W W , 0 '� U cl. U 4 Q a U 124 r co :., o y hrf ,-Ni M ,-Ni ri 4 vi N r t+ E ' L ZN k !� — •C ,"�,� O w E °'' •_ .a cv C) Q o D 0 R ,0 ,S ,� 0 0 0 0 ao. ao. a°. a a a a v n a a a c. c� GO CO v, v v, m �.d �.d �I 7 i..d U �` U CCI C� � U d U U CO 'S 'S e�ty 'S '� '� 'ZS a., a., 6d it '0 :.^.''.. "b 'S 'S a. E Gl E j'e6� 4 i fa ,�od ad adC O O as 6a i as as a aaw d a d d d d d d g• to ccs o 'C o O s. .�. 4 c4t a) O U U O p cd i O U U O a. N S w • Q" ›,'C3 & Q. m., 'U o •a U yUy cOV'' 3 v� O y • N O p U OU •.J *x` U U a ' O 3 O 0 U .2 W b �, O $-.) g •c� b4 c_.) •.r as '++1-4 NO � 0GCNNU 1:1 •^' rti ; � 'L Ns-,N O ot '6" =6 tOON U c71 'RQ. " = .. U rt co 0 U O N 4, o y y y ZF-i O E � U U N �--d ,� U U 'v.£ N �'N .d , o U LA . p O a, t W b4 as 04 E °�' .o w 'c..) O > '> �' E E >, .fl o •t Cl) (°, w EA .•• 'C3 0 CO U cN ss. a. .� o O �, ss v '> ' >, c .° o -10 42, 0> , b. o E . °? m W EE .3 c,74ami `. o ca g -o `� a„) o ; sx v) CZ U ,� •— o o o x x - >o N > o o U C a� O (� sU. U U d U G� U P� U U o U ca a ,: w N U • U y c06Q1 O •--• N M N M ' ^000, N d r+ E Z +r .� o _C E N V Q }. *pp a> t .. h CJCJ u aV e0 u "C7 = 'O 1:1O "S^C7 " ^ 6 ',, a, a ^O ' O O O O O O as - ^O "� O t,. Yr it 6 it it it '� 0 p it ai ca, a, a, a, a, 0 s. a., GO i d o ^C C "s .s T3 ^C .s i. .a t et "� Yr ; a) ,,M a) c.) a) a) a, d U a> g CC 0 .-. sU-. ' O �bn 0 7y U iiO U ,•,-, ct U • v) wO � OO •• Uyc� � O41 - Ua oU • ~;; d o 5 ° a) ; • o ) o •° 5 3 a 4-4 ni : an a) -p °s~' III - . rami ' U p O O U ..d O U V N a ▪ '> o-C 5 ,2 3 p ., , O �, rn▪ j i , ,_ . o -c,-,4 .— s., .c 1) ice .--. ; ,, -0 ; cn v u u u• u u u u u u as ^: R : : = = = D : Z o 0 0 0 0 0 0 0 0 o a 4:44' a a a as a s a w a Q 2 u 2 ef c d 0 d ami TS 6) a) al al ° : 1 , ....t-C' = 0 o . o b sss. �'" a, � o a) • 3O a . O a) (71 •N bAW czt UUQ. ,U O Q. b4) v O `� oa) U'C O.. ca d on o cu cuc . `° a) a) w .° `"O N , p U" — 0 . ao 0. U E as t UV O 5 ) cn U ' 'Uc . .. iT3 . a Q p Un a. z - G o " a nxi.. ,..gU0 L4) LI) U rs .� a) U fa, .5, E o .5 2 a) › ° t.o o ° ct0 o U 0. 35 u1 ) .o .0 o .O .so aon — o a cc, O )a. ao a a) 3as s.. a.) cur. ,..0 o ': a) •.. a) .-3 U � o o -3 to•.• o U o ° E o › . (4 cnccl rn 4.0 +- E' `n ss. > a) 0w a) � p • atN0: i 3 Oa 8 • N" O O o p.i " a ca s. a) O ao E Q0p a) " ,S4 . ,? ° N . -0 o n v) ›, o cz: V] ci, 6t'�+ • is a� �+ • ao o . e Ua O • 5 -r0 O O'G U r+ - 'O ..-� `O U 'G U o4 ° z o" 2 . , � o oo .to v)a)eda) ›0 Q. `t up4. o 'o c, '°G." -o d " 0 oaN " S � ° -4 QYy N — cU o O5 � '. a) ca •. . cn o +C NN �yN Eo E 3 ° caaa.ca caa o � 'GE � O • � a I Y O OU �. . � w1) .sN1. tl. UGN y w gili � O ca Q. bA ,. . 0. It E bi) cK, Oa , a '• oU - • ) u 0 U o o a. U 3 a) ' --. Ot.) d . caID y U -' E a) •y a) O i. . o x - - - rin gin ▪ — ccs 7.1 U= u • U �' .- ct x N o~ vi a) `j, O� g o IA 0 tk, c)ma . o i .a) oa) to > ow ▪ p - �. a _ 6- o . - 'o ▪ N U ° E aax � iUy i O to , , — et > a U U a) ' . s.= i.. s� .Ocno Uca 0 NQ..Ycpc ,0 u u ] u 0 03 .. ° ¢ am . a �c.) , , c) — O ,4 - >O 1 " o v 0 >,if , U U a U U a � U ''c U H 0..5 Z d c2 H 3 ° CU E Ed �:r U } a c i ri 4 tri N 00 c:: o a) m w r---- z4 ., - Ce O m E A N U Q N e u v cJ c. u 8 et8 0 0 0 0 0 a aaaaa^ b ^a U d d Qa � 4.: dAr - 0. d4d4 0 a) O U O ca a) O �" ca .� •> • Q, E S1'4" c0C U cOC rra C.13 6 � C,, Ca O O � � U Fd • O o C1. NgzU O up a) a) ca iO ) On QccOt. • ";,5, • oo � U� . b ° 4, • ° " ..O 3 -o c3 Q " 5o 09 vO, ca ,— m a) '' N O, CU 'cIa a) O 0 4, a a Q, +- Cn4, a' 0 N 'C `�' 4-. 4r ca O U N a) a) a0 U P.c� to '�' U O 6 > E ca c4 cn 'C aca rn x to , CJ O � i- �:a NU � Qa ° O 3U Ua) co E o , . U O txO 0 C741.) a to bo ro ,� ti ou g 4a n 0a= o m ` . 3U a Ow 4, �1. H, s *OU c O a) p 0 ) 64 Cll 0 M-� U a MU ca o O a >0 O ca �' car.np ' a^p "" . SGcarn 'C G,' ) Q. S3. O � n ) cn 3 4, • O 3 o vl �' > au a 4, a O to °a' o .5 E 40, Cii O p '-4aas u a) a) U ca 4, •p, Q" 4, az: 3 a' U �t` 5 0,.., at ao o `) ) p 0 o a) 0 ,. O5 ca ro ,,r.,.. ..-• c > U o Y4� � � -• 0 0 Ca U a) Ca y• • Ca a 't a) 1=l u•' O U 4, •. y ca Q c) 4, al •- 4, o c3 y to .° 'a •U CO e o :y 0 ca 0 o a; a '-z ° a, .� a) ca 4, ca 4�, U roczt o CI) 2 d O O v, .0 rn . 2 ;0--4 .7.:'� y U 'C y O 40, ca _ U o L], �. ca p U ,� cVa " •"r': '� O sc`"., a) rvn a. p , U >CO 0 • H a Li. Q 4, • U a -0 > O Q, U a) 4U, 'CO bo 4.4 Q .+ V ; —• N M N M v, .-, — — d r L 3 1 Z N Ft r •o csi 0 < o wr = t ito.z . „per z > oo it = .. o = = a "Z:, ° V) 0 � r° o �' cn 4. .E o � 75, c • c 0, � o 0:10 E al C s O U '-.cyl 6� ° E"'' -' p, a) O 'b o Sa4 6-I sem, '> C bA ?+" - — 4G: ,. '�-' p ''' a" ° obn a) ,.,•,- o 3 -v 3 EECCx E binc4,1 [/) C m • • o� m . Y O Q' c UC > k s >, 3 �, a. ,0 ,-0 up 6 aa)i x a o U o s. a) - > ani > ° E- al b0 ° H Ea onw ( ' o i U � 2T. O t ,-o a ) O o . ;4_, a > • N , O' ' O U . � 6C > . >UYN O U � ' cC . rocua) 'G a 1:71) a)- q •ct cn •o ,g 4-" O o'O y a'-) 0 A y 0 t , E� " U 'C a) o go bq rE „ o as ' a> a) Q. o U p c, a) az cc p.U U a) - .V —• g p N4 . a) mo U vO � ;."« — a) 4" O a) , O bq to ,_.,f E Ra 9 ,. t E E N us ›, 'r > --4 G"" 6) N c� m der 3 is Q' � . n 3 rs ° >, a) v U O = 5 E V y ca CD 0 E at >, o �; 5 c) .2 .,`=,' o d cn bD Rb�" ° o ° c° (4-' CO Q OU E r: . '� N j,•.Y ' • N bb ccs o 1" a, r> x o o '- ,Q '' 203 O a > E _ > E ami 1) o ro w .> -C) o o " U p" °. 3 E" U a. � A a0 a ° a � min , aw 0.E co N s,, Z . w C O _d �E N 0 Q 0 {r v Z 0 s. A.. 44 71 F mOc) •�' ai 0 a a ai C , a) is~ Uc�U., ti N 'C a3 > ct :71 �, 4r U 5 cu O O tO on1-4 ooU ,.0a. •' a) �n 0W i _ ai E -a� g a) a) '' aUC ,4 O ° O p+ cla. as E a> 0 4 •Q.i O as a ocS al a. > ° g CA of a3 {� .=� i. p" (�,! iU-4 S r a) w C pit O , , i. cz a. ai ° s•. as • a a) ° U " " " „ a' 0 > ca 0. ° •Y ° U a) E U . Q '° cCp O .-. Uas Ua) Q U `' � N 0as , " M x a O 4 t. 0 U, ^ m - U cz , - z � cC s>. N ..— cd N a) ¢, ct O 11 N 0 cn ct s.. W ' N ct �+ " cQ N .O . a 4. U •U 1 s" Q. N oto . 6 0 v > p U ' P. r �° � y4.14 1, >> -C .yw it °. C) CD v 'C of L1 a) ct Q• s.. <C Q a of > O a cn a) O M a � A ) C E O °�1.- x +' 'j Q" — 6 s>'. E E PO w ami o ° r c s~ 0 ° as a s IN ,. ° U ° U '� 0 ' h E :. W o < as a``"i Ci, Cl) U ° r N ai ZN "' C c tz N d E `p, t` UQ -c-, N Client Name: City of Miami Beach Administrative Services Only Agreement CIGNA HEALTHCARE OF ARIZONA- CIGNA MEDICAL GROUP(CMG) REPRESENTATIVE RATES FOR ROUTINELY PERFORMED MEDICAL SERVICES EFFECTIVE AUGUST 1, 2014 (Applicable to all Open Access Plus Products) Department CPT Code Description OAP Rate All Departments 99213 OFFICE VISIT,EST EXP PROB FOC $65.80 Adult Medicine 99396 WELL EXAM, EST, 40-64 YEARS $102.94 Pediatrics 99392 WELL EXAM, EST, 1-4 YEARS $85.77 Gastroenterology 45378 COLONOSCOPY - Professional Fee only, at a facility $257.75 Neurology 64615 CHEMODENERVATION OF MUSCLE MIGRAINE $157.18 Ophthalmology 66984 REMOVE CATARACT, INSERT LEN- Professional Fee only, at a facility $700.01 Podiatry 11721 DEBRIDEMENT NAIL SIX OR MORE $39.95 Radiology 71020 CHEST X-RAY, PA& LAT $30.38 G0202+ Radiology 77052 SCREENING MAMMOGRAPHY DIGITAL $141.02 Urology 52000 CYSTOSCOPY $253.87 General Surgery 47562 LAPAROSCOPY;CHOLECYSTECTOMY- Professional Fee only, at a facility $837.79 Optometry 92014 EYE EXAM &TREATMENT $109.35 Lab 80053 COMPREHENSIVE METABOLIC PANEL $14.87 Lab 80061 LIPID PANEL $18.85 ASC (Ambulatory surgical center)/Endoscopy Suite Grouper 2 $469.00 ASC (Ambulatory surgical center)/ Endoscopy Suite Grouper 8 $1,104.00 *Medicare does not assign(or may not yet have assigned)relative value units(RVUs)for certain service codes.Codes not valued by Medicare are referred to as"gap codes."For example,Medicare does not assign values for wellness service codes(99381-99397). Cigna Medical Group refers to The Essential RBRVS(Annual)guide to obtain relative values for such gap codes for billing purposes.Typically,Cigna pays CMG for gap codes not valued by Medicare either at the discounted fee schedule referenced above or,for new codes not yet valued by Medicare,at the same rate it pays its IPA providers. The Urgent Care case rate excluding radiology and laboratory services is$115. CMG pharmacy rates(30-day supply): Brand Name: AWP— 10.56%+ $2.75 dispensing fee Generic: AWP—35%+$2.75 dispensing fee 02/27/2017 36 Client Name: City of Miami Beach Administrative Services Only Agreement Exhibit C—Claim Audit Agreement(Sample) A. WHEREAS, Cigna Health and Life Insurance Company("CHLIC") desires to cooperate with requests by ("Employer")to permit an audit for the purposes set forth below and subject to Section 6 of the Administrative Services Only Agreement between CHLIC and Employer; B. WHEREAS, ("Auditor")has been retained by Employer for the purpose of performing an audit("Audit")of claims administered by CHLIC; C. WHEREAS, the Auditor and the Employer recognize CHLIC's legitimate interests in maintaining the confidentiality of its claim information,protecting its business reputation,avoiding unnecessary disruption of its claim administration, and protecting itself from legal liability; and NOW THEREFORE, IN CONSIDERATION of the premises and the mutual promises contained herein, CHLIC, the Employer and the Auditor hereby agree as follows: 1. Audit Specifications The Auditor will specify to CHLIC in writing at least forty-five(45)days prior to the commencement of the Audit the following"Audit Specifications": a. the name, title and professional qualifications of individual Auditors; b. the Claim Office locations, if any,to be audited; c. the Audit objectives; d. the scope of the Audit(time period, lines of coverage and number of claims); e. the process by which claims will be selected for audit; f. the records/information required by the Auditor for purposes of the Audit; and g. the length of time contemplated as necessary to complete the Audit. 2. Review of Specifications CHLIC will have the right to review the Audit Specifications and to require any changes in, or conditions on, the Audit Specifications which are necessary to protect CHLIC's legal and business interests identified in paragraph C above. 3. Access to Information CHLIC will make the records/information called for in the Audit Specifications available to the Auditor at a mutually acceptable time and place. 4. Audit Report The Auditor will provide CHLIC with a true copy of the Audit's findings,as well as the Audit Report, if any, that is submitted to the Employer. Such copies will be provided to CHLIC at the same time that the Audit findings and the Audit Report are submitted to the Employer. 5. Comment on Audit Report CHLIC reserves the right to provide the Auditor and the Employer with its comments on the findings and, if applicable,the Audit Report. 02/27/2017 37 Client Name: City of Miami Beach Administrative Services Only Agreement 6. Confidentiality The Auditor understands that CHLIC is permitting the Auditor to review the claim records/information solely for purposes of the Audit. Accordingly, the Auditor will ensure that all information pertaining to individual claimants will be kept confidential in accordance with all applicable laws and/or regulations. Without limiting the generality of the foregoing, the Auditor specifically agrees to adhere to the following conditions: a. The Auditor shall not make photocopies or remove any of the claim records/information without the express written consent of CHLIC; b. The Auditor agrees that its Audit Report or any other summary prepared in connection with the Audit shall contain no individually identifiable information. 7. Restricted Use of the Audit Information With respect to persons other than the Employer,the Auditor will hold and treat information obtained from CHLIC during the Audit with the same degree and standard of confidentiality owed by the Auditor to its clients in accordance with all applicable legal and professional standards. The Auditor shall not,without the express written consent of CHLIC executed by an officer of CHLIC,disclose in any manner whatsoever, the results, conclusions,reports or information of whatever nature which it acquires or prepares in connection with the Audit to any party other than the Employer except as required by applicable law. The Auditor agrees to indemnify and to hold harmless Employer and CHLIC for any and all claims,costs,expenses and damages which may result from any breaches of the Auditor's obligations under paragraphs 6 and 7 of this Agreement or from CHLIC's provision of information to the Auditor. The Employer authorizes CHLIC to provide to the designated Auditor the necessary information to perform the audit in a manner consistent with all Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Privacy Standards and in compliance with the signed Business Associate Agreement("BAA"). Notwithstanding the foregoing,Employer shall be entitled to review and copy any and all materials,data,documentation and copies thereof furnished by the Employer to CHLIC or specifically created or retained by CHLIC in connection with the services which CHLIC performs under the Administrative Services Only Agreement between CHLIC and Employer. 8. Termination CHLIC may terminate this Agreement with prior written notice. The obligations set forth in Sections 4 through 7 shall survive termination of this Agreement. 02/27/2017 38 Client Name: City of Miami Beach Administrative Services Only Agreement Cigna Health and Life Insurance Company By: TO BE SIGNED AT TIME OF AUDIT Duly Authorized Print Name: Title: Date: Employer: By: TO BE SIGNED AT TIME OF AUDIT Duly Authorized Print Name: Title: Date: Auditor: By: TO BE SIGNED AT TIME OF AUDIT Duly Authorized Print Name: Title: Date: 02/27/2017 39 Client Name: City of Miami Beach Administrative Services Only Agreement Exhibit D—Privacy Addendum ("Business Associate Agreement") I. GENERAL PROVISIONS Section 1. Effect. As of the Effective Date,the terms and provisions of this Addendum are incorporated in and shall supersede any conflicting or inconsistent terms and provisions of(as applicable)the Administrative Services Only Agreement and/or Flexible Spending Account or Reimbursement Accounts Administrative Services Agreement to which this Addendum is attached,including all exhibits or other attachments to,and all documents incorporated by reference in, any such applicable agreements (individually and collectively any such applicable agreements are referred to as the "Agreement"). This Addendum sets out terms and provisions relating to the use and disclosure of Protected Health Information ("PHI") without written authorization from the Individual. To the extent there is a conflict between the Agreement and this Addendum, this Addendum shall control. Section 2. Amendment to Comply with Law. CHLIC,on behalf of itself and its affiliates and subsidiaries that perform services under the Agreement(collectively referred to as"CHLIC"), Employer(also referred to as "Plan Sponsor"), and the group health plan that is the subject of the Agreement (also referred to as the "Plan")agree to amend this Addendum to the extent necessary to allow either the Plan or CHLIC to comply with applicable laws and regulations including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations(45 C.F.R.Parts 160 to 164)("HIPAA Privacy and Security Rules"). Section 3. Relationship of Parties. The parties intend that CHLIC is an independent contractor and not an agent of the Plan or the Plan Sponsor. II. PERMITTED USES AND DISCLOSURES BY CHLIC Section 1. Uses and Disclosures Generally. Except as otherwise provided in this Addendum,CHLIC may use or disclose PHI to perform functions, activities or services for, or on behalf of, the Plan as specified in the Agreement, provided that such use or disclosure would not violate the HIPAA Privacy& Security Rules if done by the Plan. CHLIC shall not further use or disclose PHI other than as permitted or required by this Addendum, or as required by law. Section 2. To Carry Out Plan Obligations. To the extent CHLIC is to carry out one or more of the Plan's obligations under Subpart E of 45 C.F.R.Part 164,CHLIC agrees to comply with the requirements of Subpart E that apply to the Plan in the performance of such obligations. Section 3. Management and Administration. (A) CHLIC may use PHI for the proper management and administration of CHLIC or to carry out the legal responsibilities of CHLIC. (B) CHLIC may disclose PHI for the proper management and administration of CHLIC, provided that disclosures are:(a)required by law;or(b)CHLIC 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 is disclosed to the person, and the person notifies CHLIC of any instances of which it is aware in which the confidentiality of the information has been breached. 02/27/2017 40 Client Name: City of Miami Beach Administrative Services Only Agreement (C) CHLIC may use or disclose PHI to provide Data Aggregation services relating to the Health Care Operations of the Plan,or to de-identify PHI. Once information is de-identified,this Addendum shall not apply. Section 4. Required or Permitted By Law. CHLIC may use or disclose PHI as required by law or permitted by 45 C.F.R. §164.512. III. OTHER OBLIGATIONS AND ACTIVITIES OF CHLIC Section 1. Receiving Remuneration in Exchange for PHI Prohibited. CHLIC shall not directly or indirectly receive remuneration in exchange for any PHI of an Individual,unless an authorization is obtained from the Individual, in accordance with 45 C.F.R. §164.508, that specifies whether PHI can be exchanged for remuneration by the entity receiving PHI of that individual, unless otherwise permitted under the HIPAA Privacy Rule. Section 2. Limited Data Set or Minimum Necessary Standard and Determination. CHLIC shall,to the extent practicable, limit its use, disclosure or request of Individuals' PHI to the minimum necessary amount of Individuals' PHI to accomplish the intended purpose of such use, disclosure or request and to perform its obligations under the underlying Agreement and this Addendum. CHLIC shall determine what constitutes the minimum necessary to accomplish the intended purpose of such disclosure. Section 3. Security Standards. CHLIC shall use appropriate safeguards and comply with Subpart C of 45 C.F.R.Part 164 with respect to Electronic PHI to prevent use or disclosure of PHI other than as provided for by the Agreement. Section 4. Protection of Electronic PHI. With respect to Electronic PHI, CHLIC shall: (A) Implement administrative,physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Electronic PHI that CHLIC creates, receives, maintains or transmits on behalf of the Plan as required by the Security Standards; (B) Ensure that any agent or subcontractor to whom CHLIC provides Electronic PHI agrees to implement reasonable and appropriate safeguards to protect such information; and, (C) Promptly report to the Plan any Security Incident with respect to Electronic PHI of which it becomes aware and which has compromised the protections set forth in the HIPAA Security Rule. In the event of a Security Incident,CHLIC shall report to the Plan in writing(i)any actual,successful Security Incident within ten (10) business days of the date on which CHLIC first becomes aware of such actual, successful Security Incident and(ii)to the extent commercially reasonable,the Plan may request CHLIC to report in writing attempted but unsuccessful Security Incidents involving PHI of which CHLIC becomes aware, provided however that such reports are not required for trivial and routine incidents such as port scans, attempts to log-in with an invalid password or user name,denial of service attacks that do not result in a server being taken off-line, malware and pings or other similar types of events. Section 5. Reporting of Violations. CHLIC shall report to the Plan any use or disclosure of PHI not provided for by this Addendum of which it becomes aware. CHLIC agrees to mitigate,to the extent practicable, any harmful effect from a use or disclosure of PHI in violation of this Addendum of which it is aware. Section 6. Security Breach Notification. CHLIC will notify the Plan of a Breach(including privacy related 02/27/2017 41 Client Name: City of Miami Beach Administrative Services Only Agreement incidents that might,upon further investigation,be deemed to be a Breach)without unreasonable delay and,in any event,within ten(10)business days after CHLIC's discovery of same. This notification will include,to the extent known: i. the names of the individuals whose PHI was involved in the Breach; ii. the circumstances surrounding the Breach; iii. the date of the Breach and the date of its discovery; iv. the information Breached; v. any steps the impacted individuals should take to protect themselves; vi. the steps CHLIC is taking to investigate the Breach, mitigate losses, and protect against future Breaches; and, vii. a contact person who can provide additional information about the Breach. For purposes of discovery and reporting of Breaches,CHLIC is not the agent of the Plan or the Employer(as "agent"is defined under common law). CHLIC will investigate Breaches,assess their impact under applicable state and federal law,including HITECH,and make a recommendation to the Plan as to whether notification is required pursuant to 45 C.F.R. §§164.404-408 and/or applicable state breach notification laws. With the Plan's prior approval,CHLIC will issue notices to such individuals,state and federal agencies—including the Department of Health and Human Services, and/or the media—as the Plan is required to notify pursuant to, and in accordance with the requirements of applicable law(including 45 C.F.R. §§164.404-408). In the event of a Breach affecting multiple CHLIC clients where CHLIC believes notification to affected individuals is required in accordance with applicable law,CHLIC reserves to the right to issue notifications to the affected individuals without Plan approval. CHLIC will pay the costs of issuing notices required by law and other remediation and mitigation which, in CHLIC's discretion,are appropriate and necessary to address the Breach. CHLIC will not be required to issue notifications that are not mandated by applicable law. CHLIC shall provide the Plan with information necessary for the Plan to fulfill its obligation to report Breaches affecting fewer than 500 Individuals to the Secretary as required by 45 C.F.R. §164.408(c). Section 7. Disclosures to and Agreements with Third Parties. CHLIC agrees to ensure that any subcontractors that create,receive, maintain, or transmit PHI on behalf of CHLIC agree to the same restrictions, conditions and requirements that apply to CHLIC with respect to such information. Section 8. Access to PHI. CHLIC shall provide an Individual with access to such Individual's PHI contained in a Designated Record Set in response to such Individual's request in the time and manner required in 45 C.F.R. §164.524. Section 9. Availability of PHI for Amendment. CHLIC shall respond to a request by an Individual for amendment to such Individual's PHI contained in a Designated Record Set in the time and manner required in 45 C.F.R. §164.526. Section 10. Right to Confidential Communications and to Request Restriction of Disclosures of PHI. CHLIC shall respond to a request by an Individual for confidential communications or to restrict the uses and disclosures of PHI contained in such Individual's Designated Record Set in the time and manner required by 45 C.F.R. §164.522. CHLIC shall not be obligated to agree to,or implement,any restriction,if such restriction would hinder Health Care Operations or the provision of the functions, activities or services, unless such 02/27/2017 42 Client Name: City of Miami Beach Administrative Services Only Agreement restriction would otherwise be required by 45 C.F.R. § 164.522(a). Section 11. Accounting of PHI Disclosures. CHLIC shall provide an accounting of disclosures of PHI to an Individual who requests such accounting in the time and manner required in 45 C.F.R. §164.528. Section 12. Availability of Books and Records. CHLIC hereby agrees to make its internal practices, books and records relating to the use and disclosure of PHI received from,or created or received by CHLIC on behalf of the Plan,available to the Secretary for purposes of determining the Plan's compliance with the Privacy Rule. Section 13. Standard Transactions. CHLIC certifies that it conducts any applicable transactions that are subject to the HIPAA standard transaction rules(45 C.F.R. Parts 160-164)as required under such rules. IV. TERMINATION OF AGREEMENT WITH CHLIC Section 1. Termination Upon Breach of Provisions Applicable to PHI. Any other provision of the Agreement notwithstanding, the Agreement may be terminated by the Plan upon prior written notice to CHLIC in the event that CHLIC materially breaches any obligation of this Addendum and fails to cure the breach within such reasonable time as the Plan may provide for in such notice. If CHLIC knows of a pattern of activity or practice of the Plan that constitutes a material breach or violation of the Plan's duties and obligations under this Addendum, CHLIC shall provide a reasonable period of time,as agreed upon by the parties,for the Plan to cure the material breach or violation.Provided,however,that,if the Plan does not cure the material breach or violation within such agreed upon time period,CHLIC may terminate the Agreement at the end of such period. Section 2. Use and Disclosure of PHI upon Termination. The parties hereto agree that it is not feasible for CHLIC to return or destroy PHI at termination of the Agreement;therefore,the protections of this Addendum for PHI shall survive termination of the Agreement,and CHLIC shall limit any further uses and disclosures of such PHI to the purpose or purposes which make the return or destruction of such PHI infeasible. V. OBLIGATIONS OF THE PLAN AND PLAN SPONSOR Section 1. Disclosures Generally. Except as otherwise provided for in this Addendum, the Plan will not request that CHLIC use or disclose PHI in any manner that would not be permissible under HIPAA or HITECH if done by the Plan. Section 2. Disclosures to the Plan or Third Parties. To the extent the Plan requests that CHLIC disclose PHI either to the Plan or to a third party business associate acting for the Plan,the Plan represents and warrants that: (A) It only will request PHI for the purposes of Treatment,Payment, or Health Care Operations, or another permitted purpose under the HIPAA Privacy Rule; (B) The information requested is the minimum necessary to achieve the purpose of the disclosure; and (C) If the PHI is to be disclosed to a third party,the Plan has a business associate agreement in place with the third party. Section 3. Disclosure to Plan Sponsor. To the extent the Plan requests that CHLIC disclose PHI to the Plan Sponsor, the Plan and Plan Sponsor each represent and warrant that: 02/27/2017 43 Client Name: City of Miami Beach Administrative Services Only Agreement (A) The information only will be used for one of the following purposes: i. Plan Administration functions, as defmed by the HIPAA Privacy Rule, and that the Plan Sponsor has executed the required plan amendment and certification allowing the disclosure, as set out in the HIPAA Privacy Rule; ii. Enrollment functions,provided the information to be disclosed is limited to enrollment and disenrollment information; or iii. To amend, modify, or terminate the Plan, or to obtain premium bids to provide health insurance coverage under the Plan, provided the information to be disclosed is limited to Summary Health Information, as defined in the HIPAA Privacy Rule; and (B) The information requested is the minimum necessary to achieve the purpose of the disclosure. VI. DEFINITIONS FOR USE IN THIS ADDENDUM Definitions. Certain capitalized terms used in this Addendum shall have the meanings ascribed to them by HIPAA and HITECH including their respective implementing regulations and guidance.If the meaning of any term defined herein is changed by regulatory or legislative amendment,then this Addendum will be modified automatically to correspond to the amended definition. All capitalized terms used herein that are not otherwise defmed have the meanings described in HIPAA and HITECH. A reference in this Addendum to a section in the HIPAA Privacy Rule,HIPAA Security Rule or HITECH means the section then in effect, as amended. "Breach" means the unauthorized acquisition, access, use or disclosure of Unsecured 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. A Breach does not include any unintentional acquisition,access or use of PHI by an employee or individual acting under the authority of CHLIC if such acquisition,access or use was made in good faith and within the course and scope of the employment or other professional relationship of such employee or individual with CHLIC;any inadvertent disclosure from an individual who is otherwise authorized to access PHI at a facility operated by CHLIC to another similarly situated individual at the same facility; and such information is not further acquired, accessed,used or disclosed without authorization by any person. "Business Associate"means CHLIC. "Covered Entity" means the Plan. "Designated Record Set"shall have the same meaning as the term"designated record set"as set forth in the Privacy Rule,limited to the enrollment,payment,claims adjudication and case or medical management record systems maintained by CHLIC for the Plan, or used, in whole or in part, by CHLIC or the Plan to make decisions about Individuals. "Effective Date" shall mean the earliest date by which CHLIC and the Plan must enter into a business associate agreement under 45 C.F.R. Part 164. 02/27/2017 44 Client Name: City of Miami Beach Administrative Services Only Agreement "Electronic Protected Health Information" shall mean PHI that is transmitted by, or maintained in, electronic media as that term is defined in 45 C.F.R. §160.103. "Limited Data Set" shall have the same meaning as the term "limited data set" as set forth in 45 C.F.R. §164.514(e)(2). "Protected Health Information"or"PHI"shall have the same meaning as set forth at 45 C.F.R. §160.103. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services. "Security Incident" shall have the same meaning as the term "security incident" as set forth in 45 C.F.R. §164.304. "Unsecured Protected Health Information" shall mean PHI that is not rendered unusable,unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under Section 13402(h)(2)of ARRA. 02/27/2017 45 Client Name: City of Miami Beach Administrative Services Only Agreement Exhibit E—Conditional Claim/Subrogation Recovery Services Plans Without CHLIC General Stop Loss Coverage If Employer has not purchased individual or aggregate stop loss coverage from CHLIC or an affiliate with respect to its self-funded employee welfare benefit plan: A. All conditional claim payment and/or subrogation recoveries under the Plan will be handled by the entity checked below; Employer An independent recovery vendor whose name and address follow: CHLIC and its subcontractor(s) B. If Employer has designated CHLIC and its subcontractors to act as its recovery agent in paragraph I.A. above, then: i. Employer hereby confers upon CHLIC and its subcontractors'discretionary authority to reduce recovery amounts by as much as zero percent (0%) of the total amount of benefits paid on Employer's behalf, and to enter into binding settlement agreements for such amounts. ii. In the event a settlement offer represents a reduction greater than the percentage identified above, CHLIC and its subcontractors should seek written settlement authority from: Name: Sonia Bridges, Division Director Title: Human Resource Department, Risk and Benefit Division Address: 1700 Convention Center Drive, Miami Beach, Florida 33139 Telephone: 305-673-7000 iii. All amounts reimbursed to Employer's Bank Account shall be refunded at the gross amount. CHLIC's and it subcontractors' subrogation administration fee on cases where CHLIC and its subcontractors' have retained counsel and in cases where no counsel has been retained by CHLIC and its subcontractors are both reflected in the Schedule of Financial Charges. C. Except where agreed to by CHLIC and Employer,CHLIC and its subcontractors shall have no duty or obligation to represent Employer in any litigation or court proceeding involving any matter which is the subject of this Agreement,but shall make available to Employer and/or Employer's counsel such information relevant to such action or proceeding as CHLIC and its subcontractors may have as a result of its handling of any matter under this Agreement at no additional charge to Employer. D. In the event Employer purchases individual or aggregate stop loss coverage from CHLIC or an affiliate with respect to its self-funded employee welfare benefit plan at any time during the life of this Agreement, the provisions of paragraph II., below, shall control. 02/27/2017 46 Client Name: City of Miami Beach Administrative Services Only Agreement II. Plans with CHLIC Stop Loss Coverage If Employer has purchased individual or aggregate stop loss coverage from CHLIC or an affiliate with respect to its self-funded employee welfare benefit plan: A. CHLIC and its subcontractors shall have the right and responsibility to manage all conditional claim payment and/or subrogation recoveries under the Plan. CHLIC and its subcontractors shall reimburse to the Plan the recovery minus relevant individual and aggregate stop loss payments made by CHLIC. B. All amounts reimbursed to Employer's Bank Account shall be refunded at the gross amount. CHLIC's and its subcontractors' subrogation administration fee on cases where CHLIC and its subcontractors'have retained counsel and in cases where no counsel has been retained by CHLIC and its subcontractors, are both reflected in the Schedule of Financial Charges. C. CHLIC and its subcontractors shall have no duty or obligation to represent Employer in any litigation or court proceeding involving any matter which is the subject of this Agreement but shall make available to Employer and/or Employer's counsel such information relevant to such action or proceeding as CHLIC and its subcontractors may have as a result of its handling of any matter under this Agreement. Notwithstanding the foregoing,CHLIC and its subcontractors reserve to itself the right to retain counsel to represent CHLIC's own interests in any subrogation and/or conditional claim recovery action under the Plan. 02/27/2017 47 Client Name: City of Miami Beach Administrative Services Only Agreement Proposal Documents 03/01/2017 48