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Employer/Union Group MAPD Agreementz C,V`-S 32-G zc� DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 C Z Cigna 1'f LMPLOYERMNION GROUP MAPI) AGREENIF,NT 'Phis Employer/Union Group Medicare Advantage Prescription Drug ("VIAPI)") Agreement (hercinaflcr "Agreement") is by and between Cigna Flealth and Lilo Insurance Company and Heallh5pring Life & Health insurance Company, Inc. (collectively referred to its "Cigna") and City of Miami Beach ("Group"), and is effective as from January 1, 2024 through December 31, 2027. WHEREAS, Cigna has contracted with the Centers for Medicare & Medicaid Services ("CMS") under the Social Security Act as amended by the Medicare Prescription Drug, Improvement and Modernization Act of 2003 and by the Inflation Reduction Act of 2022 and the Affordable Care Act and as frirther regulated by the Medicare Advantage Benefit Plan Final Rules contained in 42 CFR 422 ("MAPD Final Rules") and the Medicare Prescription Drug Benefit Plan Final Rules contained in 42 CrR Part 423 ("PDP Final Rules") to operate an MAPD Plan, and offer employer/union-only group MAPD Plans; and WI-IEREAS, CMS' contract addendum with Cigna (Employer/Union-Only Group Addendum) requires that Cigna obtain written agreements from each employer or union with which it contracts for employer/union-only group MAPD plans, and that such agreements contain certain terms and provisions, as set forth below; and WHEREAS, Group wishes Cigna to provide and Cigna wishes to offer to Group an employer/union-only group MAPD (hercinallcr referred to as the "Plan") for MAPD eligible individuals in accordance with this Agreement; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed as follows: Terri. This Agreement is effective as of the Effective Date set forth above and shall continue in effect for an initial tens of three (3) years. ThereafTer, this Agreement may be renewed for two (2) additional three (3) year tomes provided that Cigna and Group mutually agree on the tenns of such renewal. Group's City Manager shall be authorized to execute all renewal terns under this Agreement. Notwithstanding the foregoing, this Agreement may be terminated at any time in accordance with Section 2 below. On or about the anniversary of each contract term, Cigna may request, and the City Manager may approve, a cost adjustment bated on documented cost increase-4 for the following contract year. See exhibit A 2. Termination. '1'liis Agreement will terminate upon the earlier of any of the followtng events: a. the date that Group terminates its Plan; the date Group fails to pay Premiums accordance with Sectiort4 herein; at any tire, upon thirty (30) days' prior written notice by one party to the other; d. upon termination of Cigna's contract with CMS; or c. upon any other date mutually agreeable to the Group and Cigna. Services. Cigna shall provide coverage in accordance with applicable federal law, the MAPD Final Rules, PDP Final Rules, the Employer/Union-Only Group Addendum and the Evidence of Coverage issued by Cigna to those MAPD eligible individuals who are eligible for and enrolled in Group's Plan C E.nrollees"), as follows: Cigna shall provide the Plan in Cigna's service area utilizing a provider network, pharmncy network and formulary that meet the requirements of its Employer/Union-Only Group Addendum with CMS. (See 42 CPR 422 Subpart C, the Medicare Managed Care Manual ("MMCM"), Cit. 9, Section 41).1, to d 42 CFR 423.121), and the Medicare Prescription Drug Benefit Manual ("PDiiM"), Cit. 12, Scedon 20.8.) b. Cigna shall provide Group Enrollees DocuSign Envelope ID9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 ,,Oso it Group: City of Miami Beach %\af= Cigna Effective Date: .larru:rry I, 2024 coverage as described in the attached Exhibi A. 4. Premium Payment and Grace Period, a. On or before the last day of each month (the "Premium Date"), Group shall remit to Cigna on behalf of each Enrollee the per member per month Premium Rate set forth on [inhibit A, the Summary of Benefits, in payment for services rendered under this Agreement for that month. If Enrollee of the change and, as applicable, refund the difference to the Enrollee, or request payment of the difference, (See 42 CFR 423.466) b. Enrollee will be responsible for any claims expense paid in good faith by Cigna that arises as a result of an adjustment referenced above in Section 5a. (See 42 CrK 423.466) 6. Enrollee Premium, Government Prog_nam Benefil Payments. Group acknowledges that Group does not pay the Premium due to Enrollees will not be permitted to make Cigna within one month of the Premium payment of i'remium contributions for the Date, Cigna .4hall provide Group with a flan through withholding from the Enrollee's notice of late payment. Cigna may Social Security, Railroad Retirement Board, or terminate this Agreement one month after Office of Personnel Management benefit it provides Group with a notice of late payment. (See MMCM, Ch. 9, Section 20.5, payment if Group has not paid the and t'DBM, Ch. 12, Section 20.5.) Premiums due. During this two (2) month grace period, Group may pay Premium 7. Enrollee Premium, Group Subsidization R s rictions. Group's determination of how without loss of coverage under this Agreement. In die event that this much of an Enrollee's Plan Premium it will Agreement terminates prior to Group subsidize is subject to the restrictions set forth paying any outstanding Premium due to in (a) through (c) below. Cigna, Group will be financially responsible for such Premium until a. Group can subsidize different amounts for payment to Cigna is made in full. (See different classes of Enrollees in the Plan, MMCM, Ch. 2, Section 50.3.1, and provided such classes are reasonable and TDBM, Ch. 3, Section 501.1.) based on objective business criteria, such as years of service, date of retirement, b. Group shall be responsible for the business location, job category, and nature payment of all Premium due through the of compensation (e.g., salaried v. hourly). date on which Group coverage ceases Different classes cannot be based on under this Agreement, eligibility for the Part D Low Income Subsidy. 5. Payment of Clainis. Cigna shall pay claims in accordance with (lie Employer/Unionr-Only b. Group cannot vary the Premium subsidy Group Addendum and the Evidence of f'or individuals within a given class of Cov=ge issued by Cigna. Enrollees. a. Group acknowledges and agrees. that from c. Group cannot charge an Enrollee for the time to time Cigna will reprocess or adjust Plan more than the sum of the Enrollee's claims that have been processed under the mmtihly Premium attributable to basic Plan for many potential reason,. including coverage and 100% of the monthly but not limited to obtaining additional Premium attributable to the Enrollee's information front the Enrollee, enrollee's supplemental coverage, or other health or provider, or CMS and identifying errors. prescription drug coverage (if any). In the event that Cigna reprocesses or adjusts a processed claint(s) and this (See. MMCM, Ch. 9, Section 20.4.2, and results in a change to the amount due from PDBM, Ch. 12, Section 20.4 for support the Enrollee, Cigna shall notify the of all of Section 7) DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 061 Group: City of Miami beach 0 Fffective Date: January 1, 2024 �'�("� �' � � Q c. LIS —Premium: 8. Enrollee Premium-, Increase for Late Enrollment Petmity. Cigna shall identify i. For all Enrollees eligible for the LIS, Enrollees without prior creditable prescription the Group will first use the LIS to drug coverage who are subject to the late reduce the portion of the monthly enrollment penalty as described in 42 CFR § Premium attributable to basic Part D 423.46 and 42 CPR § 423.286(d) (3). This coverage paid by the Enrollee, and identification process may include outreach to will then apply any remaining portion the Enrollee and/or Group to obtain additional of the LIS amount toward the portion information necessary to make the of the monthly Premium attributable determination. After CMS informs Cigna that to basic Part D coverage paid by it will assess the late enrollment penalty with Group. If the sum of the Enrollee's respect to such Enrollees Cigna will charge the portion of the monthly Part D late enrollment penalty to the Group on Premium (or the subscriber's/ Group's monthly bill. Group agrees to remit participant's Plan monthly premium, any such late enrollment penalties with if applicable) and the Group's portion Group's monthly premium submission. At of tine monthly Part D Premium (i.e., Group's discretion, Group may pass the total monthly premium) are less than penalty charges to the incurring Enrollee for the monthly LIS amount, Cigna will payment; however, Group remains responsible return any portion of the LIS amount fior payment of such penalties to Cigna. (See above the total monthly Part D 42 CFR § 423.46 and 42 CFR § 423.286(d) Premium to CMS. LIS rinds above (3).) the total monthly Part D Premium cannot be retained by Cigna, the 9. Part D Low Income Subsidy -- Eurojcv Group, or the Enrollee (or the Premium and Cost Sharing subscriber/ participant, if applicable). a. Annually, Group shall provide Cigna with ii. Group shall be responsible for a report showing the portion of the reducing up -front the Part D Premium Premium charged to each Enrollee related contribution required for Enrollees to Part D coverage so that Cigna and eligible for file LIS, In those Group can appropriately administer the instances where Group is not able to Low income Subsidy (1-13") received it -duce up -front (lie Par( D Premiums from CMS. Each titne a new Enrollee paid by the Enrollee (or the enrolls in the Plan, Group shall provide subscriber/participant, if applicable), Cigna with an updated report showing the Cigna shall directly refund to the Part D Premium charged to such Enrollee. Enrollee (or the Additionally, if any Enrollee is subscriber/participant, if applicable), responsible for cost sharing related to Part the amount of the LIS up to the Part D D set -vices in a different amount Unan is Premium contribution previously reflected on Exhibit A, Group shall notify collected front the Enrollee (or the Cigna of such difference and each subscriber/participant, if applicable). Enrollee who is subject to the different Cigna will complete the refund within cost sharing. (See PD11M, Ch.12, forty-five (45) days of the date Cigna Section 20.12.1 and Section 20.M.) receives from CMS the LIS payment for the LIS eligible Enrollee. b. Cigna will receive notification from CMS of any Enrollees who qualily for LiS. iii. If the LIS for which an Enrollee is Cigna will adjust the Part D Premiums due eligible is less than the portion of the from Group to reflect the adjustments monthly Part D Premium paid by the provided by CMS. Enrollee., then the Group must commmlicate to the I•nrollee the DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Group: City of Miami Beach Cigna �•� Cigna Effeetive Date: January 1, 2024 financial consequences for the (Administrative Guidelines). Group Enrollee of enrolling in the Plan as further agrees (o provide mutually agreed compared to enrolling in another plan upon eligibility information on it monthly with a monthly Part D beneficiary basis or as otherwise mutually agreed to premium equal to or below the LIS. by the parties. Cigna will notify Group when it receives incomplete eligibility (See PDBM, C: h. 12, Section 20.12.1 data for potential Enrollees or when it for support for all subsections or identifies actual or potential discrepancies Section 9.c.) in the eligibility data it receives from Group. Group shall review such data and d. LIS -Cost Sharing. Cigna shall use the reconcile any discrepancies and/or provide LiS to reduce each LIS eligible Enrollee's any missing data within twenty one (2 1) Part D cost sharing at the point of sale. days of the date that Cigna notifies Group Group acknowledges that LIS for Part D of such discrepancies or incomplete cost sharing can only be used to reduce an data. Group acknowledges that an Enrollee's Part D cost sharing to the individual whose eligibility data is extent (fiat the Enrollee was responsible incomplete or whose eligibility data for Part D cost sharing. Cigna will return contains discrepancies cannot he enrolled LIS amounts that arc greater than an into the Plan until such issues are Enrollee's Part D cost sharing amount. resolved. Such individual can stay or be LIS funds above an Enrollee's Part D cost enrolled in Group's non-MAPD plan if sharing cannot be retained by Cigna, the Group's policy is to offer and allow such Group, or the Enrollee (or the subscriber( enrollment. (See MMCM, Cit. 2, Section participant, if applicable). If CMS notifies 40.1.6, and 40.2.2, and PDBM, Cit. 3, Cigna that an Enrollee is LIS eligible after Sections 40.1.6 and 40.2.2.) the Enrollee has paid Part D cost sharing amounts, Cigna will refund Parl D cost c. Group will provide written notice to all sharing amounts to the Enrollee within individuals eligible fbr the Plan informing forty five (45) days of receiving such them (i) that Group intends to information from CMS, (See PDBM, Ch. prospectively enroll them into the Plan 12, Section 20.12.2.) thraugh a group enrollment process; (ii) that the individual may affirmatively opt 10. F.ruo hn lilt, tw of such ennolhncnt, (iii) haw to opt - out, and (iv) any consequences to group a. Group will restrict enrollment in the Plan benefits opting out would bring. Group to those individuals eligible for Group's will provide the required written notice to employment -based retiree group coverage all such individuals with this information who are eligible for MAPD, and either 1) at least 21 days prior to the effective dale elect to participate in Group's Plan with of the individual's enrollment in the Plan. Cigna; or 2) do not opt out ol'Group's Group agrees that the required written enrollment in such Plan. (See MMCM, notice must include a summary of benefits Cit. 2, Section 40.1.6, and Ch.9, Section offered under the Plan, and must explain 30.1, and PDBM, Cit. 3, Section 40.1.6 how to get more information on such Plan, and Cit. 12, Section 20.1.1.) and how to contact Medicare for information on other MAPDs that might b. Group will provide to Cigna or Cigna's be available to the individual. The Business Associale for coordination and required written notice will include all submission to Cigna all information on information referenced in and he each individual to be enrolled as required substantially similar to Exhibit 31 by Cigna to submit a complete enrollment Model Employer/Union Sponsored MA request transaction to CMS as described in Plan Group Urarollment Mechanism CMS guidance and Exhibit B Notice of Chanter 2 - Medicare DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 W Group: City of Mirtnti Beach -.1a/� Cigna. Effective Date: January 1, 2024 Advantage Enrollment:lnd Diseurollment b. Group shall promptly notify Cigna of Enrollees who terminate or lose eligibility of the Medicare Managed Care Manual, and Exhibit 32 - Model Emplaver/Union under the Plan. Unless otherwise required Sponsored Prescription Drug Plan Group by law or CMS requireiucnts, coverage for Enrollees shall cease at the end of the Enrollment Mechanism Notice of C_ i ter 3 — Eligibility, Enrollment and month in which Cigna receives notice of Dssenrollment of the Medicare disenrollment. (See MMCM, Ch. 2, Prescription Drug Benefit Manual. (See Section 50.7 and PDBM, Cit. 3, Section MMCM, Ch. 2, Section 40.1.6. and 50.6.) PDBM, Ch. 3, Section 40.1.6) c. [fan Enrollee enrolls in another MAPD or d. When Group provides an individual's Pant D plan, the Enrollee will be completed enrollment request to Cigna in automatically disenrolled from the an untimely fashion and causes Cigna to Group's Plan by CMS. Cigna will notify request a retroactive enrollment, Group the Group within 30 days of receipt of the Shall provide documentation to Cigna disenrollment notice front CMS. Cigna showing that the individual completed the will send a disenrollment letter to the enrollment request in a timely manner and Enrollee within to days of receiving that the delay in providing the completed notice from CMS. (See MMCM, Ch. 2, enrollment request was caused by Group. Section 50.4.1, and PDBM, Ch. 3, As set forth in Exhibit , Cigna shall Section 50.4.1.) provide Group a form that Group shall use to disclose to Cigna the reason the d. if Group's policy is to disenroll Enrollees retroactive request must be made. Cigna for failure to pay their monthly Premium, ntay only seek to retroactively enroll an Group must apply the policy consistently individual into the Plan if the retroactive across its Enrollees. Group must give an enrollment request is necessary as a result Enrollee a minimum grace period and of Group's delay in forwarding the provide them with written notice prior to individual's completed enrollment request disenrollment. The grace period must be at to Cigna. An individual cannot he least two calendar months that begins on retroactively enrolled into the Plan: (a) the first day of the month for which the earlier than the date on which the Premium is unpaid. If an Enrollee fails to individual completed an enrollment pay his or her Premium within the grace request, or (b) more than ninety (90) days period, the Enrollee can be disenrolled on from when the completed enrollment the first day after Cite end of the grace request is received by Cigna. (See period. Group can attempt to collect the MMCM, Ch. 2, 60.6.1, and PDBM, Cit. Premium but cannot retrcxtctively 3, Section 60.5.1.) terminate the Enrollee. (See MMCM, Ch. 2, Section 50.3.1, and PDBM, 11. Disenrolhnent. Chapter 3, Section 50.3.1.) a. Group and Cigna agree that c. If an Enrollee fails to pay their Par. D — disenvollments shall be conducted in income [related Monthly Adjustment accordance with applicable CMS Amount (IKMAA) premiums to Social requirements and that Group and Cigna Security Administration, the Enrollee will will comply with such requirements, automatically be disenrolled from the Group shall maintain and provide the Group's Employer/Union Medicare Part D information required for Cigna to submit a Plan by CMS. (.See MMCM, Ch. 2, complete disenrollment request Section 50.2.6 and PDBM, Cit. 3. tranisaction to CMS as described in CMS Section 50.2.6.) guidance. f. If this Agreement is tenninated or Group DocuSign Envelope ID:9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 ,to#, Group: City of Miami Beach o t Cigna. F.ffeetive Date: January 1, 2024 determines that an Enrollee is no longer such dale until Group gives such notice, eligible to participate in the Plan, such Enrollee or Enrollees, as applicable, shall It. When Group provides an Enrollee's be disenrolled from the Plan in accordance disenrollment request to Cigna in an with CMS requirements subject to the untimely fashion and causes Cigna to following: rcquL%t a retroactive disenrollment, Group shall provide documentaliou to Cigna i. Group shall send a letter or notice to showing when the Enrollee completed the its Enrollee(s) informing them of the disenrollment request, that the Enrollee termination event and other insurance had prospectively requested to be options that may be available to them disenrolled and that the delay in providing through Group. Such notice shall also the disenrollment request was caused by explain how to contact Medicare for Group. Group shall be responsible for any information on other MAPD plans costs and claims that were paid or. behalf' and Medicare options that might be of the Enrollee after the Enrollee's available. offeclive disenrollment date. (See MMCM, Ch.2, Section 60.6.2), (PDBM, ii. Group agrees that, if Group offers Cit. 3, Section 60.5.2.) other MAPD options, the Enrollee(s) must go through the appropriate 12. E ISA. Unless Group provides Cigna with process to make an enrollment choice written notice to the contrary, Group warrants with Group. and represents that it is subject to disclosure requirements under the Employee Retirement iii. Group shall provide timely notice of Income Security Act ("ERISA") such that the Enrollee ineligibility or contract requirements o1*42 CFR dQ 423.128 and other termination to Cigna to facilitate the CMS marketing guidelinos do not apply to the notice requirements in (iv) below. Plan. Group agrees to comply with the applicable disclosure requirements under iv. Cigna shall inform Enrollee(s) at least FRISA with respect to the Plan. thirty (30) days prior to the termination date of this Agreement or 13. Ciroun's Cooperation. the date an Enrollee will become ineligible under the Plan, that he/she it. Group shall provide information and has the option to remain as an cooperate as reasonably requested by individual member of another MAPD Cigna to enable Cigna to perform the plan offered by Cigna, services described in this Agreement and to satisfy any requirements imposed by V. Cigna shall give the Enrollee the CMS with respect to the Plan, necessary instructions to remain erolled in another MAN) plan b. Group shall provide CMS with any offered by Cigna as an individual information Group has on Enrollees' other enrollee. insurance coverage in accordance with CMS requirements. (See MMCM, Ch.2, Section 51).7, and PDBM, Cit. 3, Section 511.6 for 14. Federal Product AclotowNdgemenl anxi Requirements. Group acknowledges limn the support for Section 111.) Plan is a federally regulated product, whereby g. If Group fails to give written notice to any both Group and Cigna must comply with all Enrollee as required in this Section 11, applicable federal and state laws and Group will be financially responsible for regulations and CMS instructions. In addition Plan benefits provided to such Enrollee, to the requirements set forth throughout this beyond Medicare covered services, after Agreement and Isxhibit B, Group agrees and DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 d6bWOO, Group: City of Miami Beach '� f1` Cigna Erfective Date: January 1, 2024 ` aelnnowledges the following; expiration of this Agreement for any reason, or until completion of any audit, a. Any activities or services performed by whichever is later. This provision shall Group under this Agreement shall be survive termination of this Agreement. consistent and comply with Cigna's CMS or its designees may have direct contractual obligations as an MAPD, (See access to Group's records and 42 CFR 422.504(1)(3)(111) and 42 CFR documentation relating to the services it 423.50.5(i)(3)(Ili).) provides under this Agreement. b. All Enrollee communications and f. Group shall ensure that Enrollees of the materials shall be drafted and provided in Plan are not held liable for fees that are accordance with MAPD and Part D the responsibility of Group asset forth at requirements (including 42 CFR 422 and 42 CFR 422.504(i)(3) and 42 CFR 423, die Medicare Managed Care Manual 423.505(i)(3)(i). and the Medicare Prescription Drug Benefit Manual, and CMS instructions as g. in accordance with 42 CFR provided from Limo to timo). (Sae 422.504(i)(4)(iii) and 42 CFR MMCM, Cit. 9, Section 50, PDBM, Cit. 423.505(i)(4)(iii). Group acknowledges 12, Section 20.3.2, and the Medicare and agrees that Cigna will monitor Communications & Marketing Group's performance of its obligations Guidelines.) under this Agreement on an ongoing basis. Cigna sluill have the right, at reasonable c. Cigna's management or this product may titres and upon reasonable notice, to include periodic changes to the formulary examine Group's records including to meet CMS requirements or more payroll records of Enrollees, for the efficiently manage plan expenses and purpose of confirming eligibility, promote favorable clinical outcome. enrollment and appropriate Premium (See PDBM, Ch. 6, PDBM Cit. 12, payment under this Agreement. Section 20.14, and 42 CFR 423.120(b).) It. If requested by CMS, Group will provide d. Group will maintain for a period of ton any records and documentation relating to (10) years, from the final date of this the serviecs it provides under this Agreement or front the date of completion Agreement to Cigna, CMS or CMS's of any audit, whichever is later, all records designee as required by 42 CFR and documentation relating to services it 422.504(i)(2)(ii) and 42 CFR provides under this Agreement. (See 42 423.505(i)(2)(ii). CFR 422.504(i)(2) and 42 CFR 423.505(1)(2).) 15. Entire AureementLMO ification of Agreement. This Agreement constitutes the e. Group shall make its books and records entire contract between the parties relative to available in accordance with 42 CFR the subject matter hereof and no modification 422.504(c)(2), 42 CFR 422.504(i)(2), 42 or amendment hereto shall be- valid unless in CPR 423.505(c)(2) and 42 CFR writing and signed by an officer of each of the 423.5050)(2). Group will give the U.S. parties. Department of health and Human Service (FIHS) and U.S. Comptroller General, and 10. Modification by Law/Regulation. This their authorized designees, the right to Agreement shall be deemed automatically inspect, evaluate and audit all records and amended to comply with any applicable slate documentation relating to the services it or federal laws, regulations or CMS provides under this Agreement during the requirements. Notwithstanding Section 4 lent of (lie Agreement and for a period of above, Cigna may modify the Premium upon len (10) years following termination or any change in applicable state or lederal lnnvs DocuSign Envelope ID: 9FD1 FBAl-AE68-46F6-88F9-E31 DF1 C5DA72 Croup: City of Miami Beach s�,(�. C i g n a Effective Date: January 1, 2024 ` affecting the Agreement by giving to Group at calendar days of the request for Executive least thirty (30) days prior written notice. Review under Section 18 a, above, either Party may initiate mediation by providing 17. Laws Governing Contract. This Agreement written notice to the other Party, which shall be governed by and construed in shall be conducted in Miami -Dade accordance with the laws of the State of County, in accordance with the American Florida to the extent they are not preempted by Arbitration Association commercial ERiSA or the Social Security Act as modified mediation rules ("Mediation"), and using; by the Medicare Prescription Drug, American Arbitration Association Improvement and Modernization Act of 2003 mediators. Each Party shall assume its (MMA) (Pub. L. 108-173), the Affordable own costs and attorneys' fees, and the Care Act (ACA, Pub. L. 1 I1-148), and the compensation and expenses of the Inflation Reduction Act of 2022 (Pub. L. 117- mediator and any administrative fees or 169). costs associated with the mediation proceeding shall be borne equally by the 18. Resolution of Disputes: Arbitration: Parties. The Parties shall not, however, be Indemnification required to mediate the Controversy. It is understood and agreed that, prior to initiating c. Cigna will hold hannlcss and indemnify any state court, federal court or arbitration Group from and against any damages, proceeding in Miami -Dade County, Florida, the costs, claims, expenses or liabilities which Parties shall lust attempt to resolve any dispute Group may incur its a result of a claim by arising from or relating to the performance or any third party arising out of any negligent interpretation of this Agreement using die acts or omissions, fi•aud or other criminal following dispute resolution procedures: acts by Cigna, provided that Group gives Cigna prompt written notice of any such a. Any Controversy shall first be referred to clasnl. an executive level employee of each Party who shall meet and confer with his/her d. This provision shall survive the termination counterpart to attempt to resolve the of the Agreement. dispute ("Executive Review") as follows: The disputing Party shall initiate 19. Third Party Boneficiarics, This Agreement is Executive Review of said Controversy in for the benefit of Group and Cigna and not for such notice. Within twenty (20) calendar any other person. It shall not create any legal days of any Party's written request for relationship between Cigna and any retiree, Executive Review, the receiving Party dependent or any other party claiming any shall submit a written response. Both the right, whether legal or equitable, under the notice and response shall include a terms of this Agreement or of the Plan statement of each Party's position and a summary of the evidence and arguments 0 Waivers. No course of dealing or failure of supporting its position. Within thirty (30) either party to strictly enforce any terns, right calendar days of any Party's request for or condition of this Agreement shall be Executive Review, an executive level construed as a general waiver or employee of each Party shall be relinquishment of such tern, right or designated by the Party to meet and confer condition. Waiver by either party of any with his/her counterpart to attempt to delnult shall riot be deemed a waiver of any resolve the dispute. Each representative other default. shall have full authority to resolve Illy` dispute. 21. tleadinits. Article, section, or paragraph headings contained in the Agreement are for h. In tic event that a Controversy has not reference purposes only and shall not affect been resolved within thirty-five (35) the meaning or interpretation of the DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Croup: City of Miami Beach At 4 oi, :.t 0,: 1�(• Cigna, Effective Date: January 1, 2024 Agrcemenn. (b) City of Miami Beach Attn: Alina T. Fludak 22. Severability. if any provision or any part of a Title: City Manager provision of the Agreement is held invalid or Address: 1700 Convention Center Drive unenforceable, such invalidity or Anal iudaWO1miambeaehf1.eov unettforceability shall not invalidate or render unenforceable any other portion of the 27. Cima's CotWliance with Florida Public Agreement. Records Law. 23. Survival. Provisions contained in the a. CIGNA shall comply with Florida Public Agreement that by their sense and context ate Records law under Chapter 119, Florida Statutes, intended to survive completion of as may be amended from time to time. performance, termination or cancellation of the Agreement shall so survive. b. The term "public records" shall have the meaning ser forth in Section 119.011(12), which 24. Fmc Maieurc. Cigna shall not be liable for means all documents, papers, letters, naps, books, any failure to meet any of the obligations or tapes, photographs, films, sound recordings, data provide any of the services and/or benefits processing software, or other material, regardless specified or required under the Agreement of the physical form, characteristics, or means of where such failure to perform is due to any transmission, made or received pursuant to law or contingency beyond the reasonable control of ordinance or in connection with the transaction of Cigna, its employees, officers, or directors. official business of Group. Such contingencies include, but are not limited to, acts or omissions of any person or entity C. Pursuant to Section 119.0701 of the not employed or reasonably controlled by Florida Statutes, if CIGNA meets the definilion of Cigna, its employees, officers, or directors, "Contractor" as defined in Section 119.0701(1)(a), acts ofGod, fires, wars, accidents, labor CIGNA shall: disputes or shortages, and governmental laws, i. Keep and maintain records required by ordinances, rules or regulations, whether valid Group to perfanu the service; or invalid. ii. Upon request front the City of Miami Beach's custodian of public records, provide the 25. Assignment. No assignment of rights or City of Miami Beach with a copy of the requested interests hereunder shall be binding unless records or allow the records to be inspected or approved in writing by an officer ofeach of copied within a reasonable time at a cost that does the parties hereto. not exceed die cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; 26. Notice. Written notice required by the iii. Ensure that records that are exempt or Agreement shall be addressed as hollows: confidential and exempt front public records disclosure requirements are not disclosed, except (a) Cigna as authorized by law, for the duration of the Attn: Shelly Tant, Manager - Employer contract term and following completion of the Group Account Management Agreement if CIGNA does not transfer the records 500 Great Circle Road to Group; Nashville, TN 37228 iv. Upon completion of the Agreement, Shelly.'1'anttct�CienaFleahhenre.eom transfer, at no cost to Group, all public recor& in possession of CIGNA or keep and maintain public With copy to: records created or prepared by CIGNA in its Cigna Legal performance under this Agreement. if CIGNA L,egalandl'ublicAtrtirs- Transfers all public records to Group upon lncctmiugl.e ,alku Cit:na.cont completion of the Agreement, and subject to Attn: Group Medicare Legal CIGNA'S obligations to maintain records pursuant. to federal Law, CIGNA shall destroy any DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 Group: City of Miami Beach Effective Date:.►anuary I, 2024 duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CIGNA keeps and maintains public records upon completion of the Agreement, CIGNA shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City of Miami Beach, upon request from the custodian of public records for the City of Miami Beach, in a format that is mutually agreed at the time. (D) REQUES'T FOR RECORDS; NONCOMPLIANCE. i. A request to inspect or copy public records relating to Group's contract for services must be made directly to Group. If Group does not possess the requested records, Group shall immediately notify CIGNA of the request, and CIGNA must provide the records to Group or allow (lie records to be inspected or copied within a reasonable time. ii. CIGNA's failure to comply with Group's request for records shall constitute a breach of this Agreement, and Group, 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. If CIGNA fails to provide dw public records to Group within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. i. If a civil action is riled against CIGNA to compel production of public records relating to Group's contract for services, the court shall assess and award against CIGNA the reasonable costs of enforcement, including reasonable attorneys' fees, if: a. The court determines that CIGNA unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before tiling the action, the plaintifTprovided written notice of the public records request, including a statement that CIGNA has not complied with the request, to Group and to CIGNA. ii. A notice complies with subparagraph (1)(b) if it is sent to the City of Miami Beach custodian of public records and to CIGNA at CIGNA's address listed on its contract �1Cigna. with Group or to CIGNA's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express 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. If CIGNA complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF CIGNA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CIGNA'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACTTIfE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 17W CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 F-MAIL: RAFAELGRANADOC4)MIAM IBEACHFL.GOV P I-11 ONE: 305-673-7411 28. Inspector General Audit Rights. Pursuant to Section 2-256 of the Code of City of Mivni Beach, the City of Miami Beach has established the Office of the Inspector General which may, on a random basis, perform reviews, ,audits, inspectio►us and investigations on all Group contracts, throughout the duration of said contracts. This random audit is separate and distinct front any other audit perforated by or on behalf of Group. The Office of the Inspector General is authorized to investigate Group affairs and empowered to review past, present and proposed Group programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor Group projects and programs. Monitoring of an existing Group project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, DocuSign Envelope ID: 9FD1FBAt-AE68-46F6-88F9-E31DF1C5DA72 Group: City of Miami Beach Effective Date:.lanuary 1, 2024 investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of CIGNA, its officers, agents and employees, lobbyists, Group staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, Group is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. C. Upon ten (10) days written notice to CIGNA, CIGNA shall make all requested records and documents available to the InspectorGencral for inspection and copying. The Inspector General is empowered to retain die services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (hid/proposal) submittals, activities of CIGNA its officers, agents and employees, lobbyists, Group staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. d. The Inspector General shall have the right to inspect and copy all documents and records in CiGNA's possession, custody or control which in the inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with succeasfid subcontractors and suppliers, all project related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back - change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rehates, or dividends received, payroll and personnel records and supposing documentation for the aforesaid documents and records. CIGNA shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition ;bid preparation) and performance of this Agreement, for examination, audit, or reproduction, until three 640 (3) years after final payment under this Agreement or for any longer period required by statute or by Other clauses of this Agreement. in addition: (1) If this Agreement is completely or partially terminated, CIGNA shall make available records relating to the work terminated until (lit -cc (3) years after any resulting final termination settlement; and (2) CIGNA shall make available records relating to appeals or to litigation or die settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. f. The provisions in this section shall apply to CIGNA, its officers, agents, employees, subcontractors and suppliers. CIGNA shall incorporate the provisions in this section in all subcontracts and all other agreements executed by CiGNA in connection with the performance of this Agreement. g, Nothing in this section shall impair any independent right of Group to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on Group by CIGNA or third parties. 29. &Verify. a. To the extent applicable to the services offered herein, CIGNA shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("F, Verify Statute"), as may he amended from time to time. Pursuant to the E- Verify Statute, commencing on January I, 2021, CIGNA shall register with and use the E-Verify system to verify lite work authorization status of' all newly hired employees duruig the Term of the Agreement. Additionally. CIGNA shall expressly require any subconsultant performing work or providing services pursuant to the Agreement to likewise utilize die U.S. Uepartrnent of Homeland Security's F-Verify system to verify the employment eligibility of all new employees hired by the subconsultant during the contract Term, If CIGNA enters into a contract with an approved subconsultant, the subconsultant must provide CIGNA with an affidavit stating that the DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach SIGNATURES IN WITNESS WHEREOF, the Parties have caused this Agreement, to be executed in duplicate and signed by their respective officers duly authorized to do so as of the dates given below. Employer executes as the authorized representative of the Plan with respect to the Privacy Addendum to this City of Miami Beach Dated at City of Miami Beach � 12-4-2023 By: Dated: Na : Alina T. Hudak It City Manager my Authorized Dated at Hartford, Connecticut CIGNA HEALTH AND LIFE INSURANCE COMPANY Dated: August 4, 2023 By: Name: Aimee E. Burnham Attest Its Contractual Agreement Unit Manager Duly Authorized City of Miami each By: Name: Rafael E. Granado, City Clerk Date: DEC 19 2-- APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION M City Attorney Date 08/04/2023 21 DocuSign Envelope ID: 9FD1 FBA1-AE68-46F6-88F9-E31 DF1 C5DA72 Group: City of Miami Beach ^ C i g n a Effective Date: Jammi,, I, 2024 t Exhibit A Medicare Advantage Prescription Drug Plan Coverage Description DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 r 44 Cigna. City of Miami Beach Cigna Medicare Advantage Employer Group Plan Effective Date: 1/1/2024 End Data: 12/31/2024 Number of Medicare Beneficiaries 298 Funding Type Fully Insured Situs State FL Medicare Advantage PPO (MAPD) Total Promlum PMPM 1106719M 55 jTWO I ZFM Ir r Rates includes: • 0% 2025 Rate Guarantee • 5% 2026 Rate Cap • $10,000 Comriuiication Fund • $25,000 Standard Performance Guarantees • Retiree Administration Please refer to the Terms and Conditions of this proposal and the Benefit Summary with the benefit details. All Cigna products and services are provided exclusively by or through operating subsidiaries of Cigna Corporation. The Cigna name, logos, and other Cigna marks are owned by Cigna Intellectual Property, Inc. Cigna contracts with Medicare to offer Medicare Advantage HMO and PPO plans and Part D Prescription Drug Plans (PDP) In setecl stales, and with seleut Stale Medicaid programs. 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IMi INNMa rlvralAx W.lwe •rc Md mamlN nary+nnbun el Ul apwe k [n.real s Nrdnr.ba rxrbal+wbd m w 11•MM Mana+•Iy 111 R•x,Yw f�olurorWeu nMW+r Um bpi•Id pm,xvaµ:t•nw bawd wwr•q NpraWeA ••coMmy k•M•bcerepddews•q•p dpu h•vw ONI•+lea 14I (klhnMdt tilt r N+Ip+am•Mltol+kq lvnu aM nra+rcludodnlh+wNOl pro Wme.d the tlx)+a ere Yd /pMbN lrl/r plWak: b,a �h..+Nn +al SrmlrwL+w dmr•a NN Ue lenl YkewyeAY.m lMrnpwha ru+br neopb vnU dlabelrhwlUuna• W)Rnr eul ul NorY erMmr wv:edul•xuMhx rnnluavdmlpn �xnbacenevr nmPeen IV) YA.Ynnpnr• wrriaen bw+n•Wrol p p/•rwLNr keabmnY•1 rW l:pa dd,,-'Mcur.0.. p.0. e+ciuu,WY-40., ulrvl•rWmdll WbvparvY nl Ilk) l;orirpnrwi Ins—,,,Wm•.W4ve+,nl Mlaul k',n nrk.am evA.nJ bY4mnn Wryn•[1w11'rr'pArl y, Ira Gene <pIk•4v vM4 Mweu✓+ b filer AbdW d AdvnM>Ve IVAO and Iwo plant and v.vl ll Inexrrrlkn dun 1+•nf If'li{'1 m Hk[I+I.avv, ar,d Nall+wbt I bM• Ltndr<N mpYw^+ FwuemeM rn f:YyN nxpa••A+m r nnvaJ r•r,ewd y ^I IV fYPol+ueM W rvr r/tppty a DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 �( CIgno City of Miami Beach Cigna Medicare Advantage Employer Group Plan Pharmacy Summary of Benefits Plan Type Customized r Prescription Drug Effective Dates January1, 2024 31 2024 Rx Formulary Enhanced Pharmacy Nohvork Medicare Broad Network Pharmacy Accumulation Period Calendar Year Benefit r, Deductible Phase Irdivdural Ueducliblo $0 Individual Deductible Applies to _ Not Applicable Initial Coverage Level _ Initial Coverage Level Total Drug Spend) $5 0:10 Retail 11-30 Day Supply) Tier 1 Generic Drugs $15 Tier 2 Preferred Brand Drugs $50 Tier 3 Nun Proferred Brand and Generir, Dogs $75 Tier 4 Brand Name and Generic High Cost Specialty Drugs $75 Retail (31-60 Day Supply) Tier i Generic Drugs $30 Tier 2 Preferred Brand Drugs $100 'Tier 3 Non Preferred Brand and Generic Dregs $150 Tier 4 Brand Name and Generic High Cost Specialty Drulls, Not Available - Specialty drugs only available tip ro 30-day Retail (81-90 Day Supply) Tier 1 Generic Drugs $30 Tier 2 Preferred Brand Drugs $100 Tier 3 Non Pfaferrd Brand arid Generic Drugs $150 Tier 4 Brand Name and Generic High Cost Specialty s Nol Available Spebalty drugs only available tit) to 30-da Long -Terns Care (1-31 Day Supply) Tier i Generic Dngs $15 Tier 2 Preferred Brand Drugs $50 Tier 3 Non Preferred Brand and Generic Drugs $75 Tier 4 Brand Name and Generic High Cost Specialty Druqs $15 Mull Order (1-30 Day Supply) Tier 1 Generic Drugs $15 Tier 2 Preferred Brand Drugs $50 Tier 3 Non Preferred Brand and Generic Drugs $75 Tier 4 Brand Name and Generic High Cost Specialty Drugs $75 Mail Order (31.80 Day Supply) Tier 1 Generic Drugs $30 Tier 2 Preferred Brand Drugs $100 Tier 3 Non Preferred Brand and Generic Drugs $150 Tier 4 Brand Name and Generic Hi h Cost Specialty Drugs Not Available - Specialty drugs only avaiiahlo up to 30-dn Mall Order (61.90 Day Supply) Tier 1 Generic Drugs $30 Tier 2 Preferred Brand Drugs $100 Tier 3 Nat Preferred Brand and Generic Drugs $150 Tier 4 Brand Name and Generic High Cost Specialty Drugs Not Available Specialty drugs only available up to 30-da Out of Network Coverage Member Liability) 30 Day Supply) Same as In -Network Member Out of Pocket Maximum $2,000 Coverage Gap (from $5,030 In Drug Spend up to True Out -of -Pocket of $8.000 Retail (1-30 Day Supply) Tier 1 Generic Drugs $15 Tier 2 Preferred Brand Drugs $50 Tier 3 Non Preferred Brawl and Generic Drugs $76 Tier 4 Brand Name and Generic H' s Cost S rwaallDrugs $75 Retail (31.60 Day Supply) Tier 1 Generic Drugs $30 Tier 2 Preferred Brand Drugs $100 Tier 3 Non Preferred Brand and Generic Drugs $150 Tier 4 Brand Name and Generic High Cost Specialtv Drugs Not Availatlo - Specialty druns only available tip to 30-day Retail (61.90 Day Supply) Tier 1 Generic Drugs $30 Tier 2 Preferred Brand Drugs $100 Tier 3 Non Preferred Brand and Generic Drugs $150 Tier 4 Brand Name and Generic High Cost Specialty Drugs Not Availatle - Specialty drugs only available up to 30-day Long -Term Caro (1.31 Day Supply) Tier 1 Generic Drugs $15 Tier 2 Preferred Brand Umgs $50 Tier 3 Nun Preforred Bfard and Generic Drugs $75 Tier 4 Stand Name and Generle: High Cost Specialty Dru s $75 Mall Order (1.30 Day Supply) Tier 1 Generic Drugs $15 Tier 2 Preferred Brand Drugs $50 1 Ior 3 Non Preferred Srmvl and Generic Drugs $75 fu:r 4 Brand Name and Generic High Cost Specialty D $75 Mail Order (31-60 Day Supply) Tier 1 Generic Drugs $30 Tier 2 Preferred Brand Drugs $100 Tier 3 Non Preferred Brand and Generic: Drugs $160 Tier 4 Brand Namu and Generic Hlgtg Cost Specialty Drugs Net Avalla le - Spoclulty, drugs only avallabio up to 30-day Mail Order (01.90 Day Supply) Tier 1 Generic Daggs $30 Tier 2 Preferred Brand Drugs $100 Tier 3 Non Preferred Brand and Gonerk; Dngs $150 6 of 10 Quote created on 7/20/2023 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Cigna. _ tier A Brand Namo and Generic High Cost Specialty Drugs Not Available - Specialty drugs only available up to 30-day Catestroohlc Phase fTruo Out-of-Packotl Slt_nna Generic Drugs $0 Copay Brand Drugs $0 Copay Clinical Manor ement Are the following clinical programs include lQrrwaivved Slop Therapy Included Prior Authorizattons included Quantity Lirnits Included O bids O iakls all MIS Limited to one month supply Non -Part D SupplernerAW Coverage Aro_Sh0 fella n.on-rormulary drugs coyo"d? Fertility Drugs No Prescription vilamins Yes Cold 8 Cough Props Yes Weight LassMeight Gain Yes Erectile Dysfunclion Yes Cosmetic Dwas including Diu s for Harr Loss No Formulary Enhancements Am the rollowlan formulary enhonceinonts covered? Select Preventive Drugs and Diabetic Drugs and Supplm at $0 Copay N/A Non-standard Benefits and/or State Mandrdad Benefits None See next page for Caveats and Exclusions 7 of 10 Quote created on 7/20/2023 DocuSign Envelope ID: 9FD1 FBA1-AE68-46F6-88F9-E31 DF1 C5DA72 ,0,*Cigna. City of Miami Beach - Cigna Medicare Advantage Prescription Drug Plan CAVEATS, EXCLUSIONS and DEFINITIONS the Employer Pan 0 program does rat Integrate with medical plan deductibles, oil -of -pocket maximums, or annual mardmunns Only rutimos and their deperxfonts who are entitled to Medicare Part A and/or enrolled In Pan B are included in this quote. If a rellmo or dependent is not entitled to Medicare Pan A afdfor not enrolled at Part B, than they are not eligible to )oin a Medicam Pan D plan. Billing for this product is on a Per Medicare Beimla iery Per Month bests. Each onmlloo will be set up on their own eligibility rsxord1l0 and the employer group will he changed it single per Medicare beneficiary per month premium rate. Cigna compaNes roserve the right to adlusl Oa benefits mul/or premiums lei this proposal It such adjustments are necessary to comply with current Centers lot Medicare d Medicaid Services (CMS) rules and mglilmions. Drug Firclusione: A Medicate Prescription Drug Plan can't cover a drug that would be covered under Medicare Pan A or Pan B. Also, while a Medicare Prescription Drug Plan can cover off -label uses (meaning for uses olhar than those indicated on a drug's label as approved by Ilia Food and Drug Administration) of a prescription drug, we cover Ilia off-labol usu only in cases where Its use is supported by certain reform" book citations. Congress specifically Ikdud the reference boors that list whether the off -Intel use would be pormllted (these reference hooks are: (1) Amerman Hospital Formulary Service Drug Infurmotlon, (2) the DRUGDEX Informotlon System). By law, certain types of drugs, or categories of drugs, are not covered by Medicare Prescription Drug Plans. These drugs err+ not consdemu Part 0 drugs and may be rofoued to as'oxclusions" or 'non -Pun D drugs." Those drugs include; Non -proscription drugs (or over -the counter dnugs). Drugs when used for anorexia, weight loss, or weight gain. Drugs when used to promote fertility. Drugs when used for cosmetic purposes or hair growth. Dregs when used for the symptomatic relief of cough or colds. Prescription vitamins and mineral products, except prenatal vitamins and fluoide preparations. Outpatient drugs for which the manufacturer seeks to require that associated tests or monitoring servirsa ho purchased exclusively from the manufacturer as a condition of sale. Drugs, such as Viagm. Cialls, Levilm, and Caverom. when used for the treatment of sexual or orocildo dysfunction. In addition. the following exclusions apply to any service that is a Covered Expense (older this plan, but is not covered by Medicare: Expenses for supplies, care, treatment. or surgery Set are not Medically Necessary. To the extent that payment is unlawful where Idle person resides when the expenses are Incurred Charges which you are not ohfigntetl to pay or for wilier you are not lulled or for which you would not have been billed except that they were covered under this plain. 1.30 Day Supply for Retail and 1.31 Day Supply for Long -Terra Caro Facilities (Proration): Usually, to amount for a covored prescription drug is a onrrnenlh supply. However, If the remount is loss Than a eta -month supply for oml solid prescriptions, then ttte amount paid is prorated based on the actual amount received. Prormlon may not apply in certain cm:umslanaas as outlined iii CMS guidance. Retail Exanipbr Plan has a $10 cattily for a 30 day supply. Actual day supply filled is 10 day supply. Copsy Is prorated its follows: $10 divided by 30 or $.3333 per sty. founded to $.33, lianas the day supply of 10, equals $3.30 copay owed by member, Long -Torn Caro Facility Example: Plan tuts a $10 copay for a 31 day supply. Actual day supply filled is 10 day supply. Copay is prorated as follows: $10 divided by 31 or $3220 par day, roundud to $,32, Pews the day supply of 10, equals $3.20 cupay owed by momboi. Coverage Gap: During Ilia roverage get) stage, Cigna will pay the bolter :df the plan or Medicare Part D Batioitl Standard. Employer Group Waiver Plans (EGWP) facilitate the offering of PDP plans to employer/union group health pion sponsors. Employer/union plan sponsors can contract with an Insurer or directly with CMS to provide coverage for medical and/or praaolption drug benefits. CMS grants certain program waivers and/or modifications for EGWP plans that do not apply to enrollea plans. Formulary Options: Basic formulary is Ilia leanest drug flat designed for Ilia specific needs of seniors. It provides the greatest savings to the employer while still providing broad coverage. It uses the same drug list as our individual MAPO plans. Standard formulary includes all drugs as Basic and covers additional Part D brand and new ganorir: drugs that are covered an Cigna's commercial formularies and are used by seniors. In addition, Standard automatically Includes non -Part D drugs In our Courtesy list. Courtesy raters to drugs honestly covered under commercial pharmacy plans, but are excluded by CMS. 8 of 10 Quote created on 7/20/2023 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Enhaneod formulary includes all drugs In tiro Basic told Standard and adds highly utilized brand and generic drugs on Cigna's broad commercial plans and are used by soniors. This formulary wills Pori D drugs at the same tier as tiro commercial formulary which can lower the tfer for a drug common to the Standard. This formulary Is our richest formulary which Includes multi -source and singlo-source brand drugs as wall as some now higher cost generics. Nort-Part D Drugs: The laikrvring drug categories am excluded from CMS coverage. If a plat deductible applies, any non -Pad D coverage added to tiro plan will not be subject to the plan deductible. These drugs will be pad based on the cost share for generic drugs tiler 1) or brand drutls (tier 2) based on Ste drug classification. Non -Part D Drugs automatically Included in the Standard and Enhanced Formulary options are: • Courlosy Drugs: refers to drugs normally covered under commercial phamwcy plans but are exchnded by CMS. DESI (Drug Efficacy Study Implon lntntioo) Drugs: refers to drugs that were introduced between 1938.1962 and approved for safety but not offectivoness. DESI drugs are not "grand lathered" or generally recognized as safe and ntfor:tive (GRASIE). Additional Non -Port D Drug Optional Buy -ups Include Fediffly Drugs - drugs used to promoto feililily Proscilpikm Vbarnins - drugs used nor prescription vitamins and mineral products, excopi pronmrd vdamkas and fiuodlfe preparauonv. Cold 6 Cough Props - drugs used for symplomalic relief of cough end colds Weight Loss/Wilighl Gain - drugs used for anorexia, weight loss, weight gain Erectile Dysfunction - drugs used for erectile dysfuncllon Oplold drugs Limited to 30 day supply at Retail and Mail Order Pharmacies and 31 day supply at Long Tonn Care Facilities. Out -of -Network Coverage: Generally, we cover drugs filled at as out -of -network pharmacy only when Ilia plan participant is notable to use a network phannacy. Here are the circumstances when we would cover prescriptions nikrd 31 all out-ol-nolwmk pharmacy: • If fire plan participant Is unable to obtain a covered drug In a Ninety manner within otr service area because them is no network pharmacy within a reasonable driving distances that provides 24-hair service. • If the plan participant is trying to fill a covered prescription drug that is not regularly stocked at an ac-ussible network retail or mail-order pharmacy (these drugs Irclude orphan drugs or other spacialty pharmaceuticals). • It a covered Part D drug Is dispensed by an c rl-af-nehvark, Inalitution-based phannacy to a patient who is In the emergency depanmehl, provider based clink:. outpatient surgery or other outpatient surgery or other outpatient selfings. • When the plan parttclpanl is away from our service area for an extended parkid of time (for example, during travel), they may use a parthciral to mall order pharmacy. This will ensure they have a sufficient supply of medication with them at all times. Prescriptions purchased out-of-nalwork are Ifmilud to a c no-munth supply. Preventive Drugs at $0 Copay: The Cigna Preventive Drug List includes select preventive medications on Tier 1 and Tier 2 from the Standard Medicare Part D formulary in the following usage categories: high blood pressure, high cholesterol, diabetes, asthma, osteoporosis, stroko blood thinners, and prenatal nutrient deficiency. Those selected drugs are not subject to Ilia Deductible (if applicable), Copay, or Colnsumnco. Vaccines Pert D vaccines are covered at no cast even when the deductible is not met. Insult" Retirees won't pay more than $35 for a ono-nxmlh supply of each Insulin product covered by out plan avail when the deductible is not riot, Tier Labeling: Cigna Rx ModInaro is not always able to keep all generic medications in the Preferred Generic (T mr 1) and Non-Prelorned Brand aril Goner4_ (Tier 3) drug ders Suer if generic, medlcnWits they be In the Preferred Brand (Tier 2) and Specialty Drug (Tier 4) liars. Keep In mild that the name of Ilia New is just a description fit the majority of the doings Ili the tier, it does not mean that there are only generic or only brand drugs in that tier. Cost share shown Is for all drugs In IN Tier unless otherwise noted. All Cigna preducls and services are provided exclusively by or through operating subsidiaries of 0finn Corporation, Including Cigna Health and Life Insurance Company. The Cigna traffic, logos, and other Cigna marks are owned by Cigna Intnllectual Property, Inc. Cigna Is contracted with Medicare for POP plans, HMO and PPO plans In select states, and with select State Medicaid programs. Enrollment in Cigna depunds an contract renewal. 0 Cigna 2023 9 of .10 Quote created on 112012023 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 04 1�r, Cigna. City nl MINIM 111mch • Glw,n Mad nnry Ani ... OW P—,,rlpllon Dmq I'Mn T..m, and Cdrnhl.n. A dxn.IM I.rn,..I On. P.P.... L .tins I, P'—t wPrc, MI lm F1114—M IMa flAy lU.IPM U.WI, M,O—,, Anvanl.nPruN l:gxe lrx MM-1. IPUP1 baaMN M. TIM Pm W,nl 1s vnId lu, 00 d.y. 1— Ns dMkw Jaw vl rrH,m.d 01011201201.1. Any mVW W b w updnlm nudn In the I.mreM Rx11NA M—IMa vnNl IYI.dlmm� mu..n rapnesly unnm,x,IGII.,I by Cann. IMl mf—dw,—t h'.d IN Ito. l'm6o.al NY Coln a;iwWWy dA NJhM-1.1nn1wl It.. bu.V,l 1—h d-1, Hm ixnf. ,A.q Hbld.yA rIM b.,Med by Ihn Mn11.yd,AsI,ryllxsM�WHvm n!rpnau\niNn IuI .,IY Ixmmsa nll.x 'WI IM mah.ulVIII M IT.. 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No wvdrl CMS quNlenn, t. acw IWI+>sunplmna lot nMmnl I,xaun.n w Mm AM'10a11 l) Inm.la IIar.111MM,n 11 rolbM:s .'e-PWrW In Im h,b1W .so P-11 W .,I.• nrhr.bMr N, 0",nM, AM CPPu mMw1.M+1 slnvkve ruPmwdal mcMlvvnly by nr lb„luyl, vpdxu,ul mAaNnarbs of CnHu l:op,Melnm IM UW"a nbn,L NNIm, a,W ulhW I:gnq umnls \ru qW,W by l;1}PW IrPW6Vlvnl I'nIPM1y. 11Ie C,Unn aP111ne1.+nMh Mo-Na.le bMlo, MMlkam Alvarlalo 1/MO MW PPO III— M d I'M 1) Pn:.clyNgll 111114 IUMu (PUP) IN -WO -blot., and VMII .vlat 9nly MMII nO IMry11nnIII I:,nol11-1,1 .1 CI.I dnpnn,le MI r,M11x 1 •m—1 ®cgym 21Pv0 10 of 10 Quote created on 7/20/2023 DocuSign Envelope ID: 9FDIFBA1-AE68-46F6-88F9-E31DFIC5DA72 group: City of Viand Brach fffretivc Date: .I:n nary I, 2024 Exhibit B Group Administrative Guidelines its If Cigna DocuSign Envelope ID: 9FD1 FBAl -AE68-46F6-88F9-E31 DF1 C5DA72 Cigna Healthcare Medicare Advantage Plans Group Administrative Guide M DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Thank you for We're pleased to work with you to improve the health, sharing our well-being and peace of mind of your retirees. Our goal Commitment t0 is to provide you with resources you need for easier plan administration. Please take some time to review the plan quality care. administration topics and refer to this Cigna Healthcaresm Medicare Advantage Plans' Group Administration Guide as seeded. Contents Terms to know 3 Employer Group Portal 4 Eligibility and enrollment 5 Premium billing and payment 12 Employer/Union Group MAPD Agreement 14 Customer communications 14 Customer resources 17 Claims administration 18 Additional resources 18 DocuSign Envelope ID. 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 11111 `,I -i .III . 1.% I1 Ny .I�", Ila." �4 ,� " I tl " m.I ,I . , I1,1 Terms to know Group The term 'group" throughout this document refers to employers, unions and trusts. Customer f he term "customer" throughout this document refers to retirees. covered dependents. beneficiaries and Individuals, Centers for Medicare & Medicaid Services (CMS) CMS is the federal agency that runs the Medicare program and regulates all plans and provisions. Additional information can be found at www.Medicare.gov or by calling 1-800-MEDICARE 0-800-633-4227) Employer Group Waiver Plan (EGWP) Group Medicare Advantage plans are also called Employer Group Waiver Plans (EGWPs). pronounced "egg -whips,' EGWPs are a type of Medicare Advantage plan offered to employees and retirees of some companies. unions or government agencies. Low Income Subsidy (LIS) People with lirnited income and resources may qualify for Extra Help for their prescription drug benefit. Extra Help is referred to as a Low Income Subsidy. The amount of Extra Help an individual may receive depends on their income and resources. Some people automatically qualify for Extra Help and do not have to apply for it. If they answer "yes" to any of the questions below. they automatically qualify for Extra Help and will receive a certain dollar amount that may go toward their premiums or their cost -shores: Do you hove Medicare and full coverage from a state Medicaid program? Do you get Supplemental Security Income? Do you get help from your state Medicaid program paying your Medicare premiums? For example, do you belong to a Medicare Savings Program. such as the Qualified Medicare Retiree (OMB). Specified Low Income Medicare Retiree (SLMB) or Qualified Individual (QI) program? Medicare will mall a gray Loss of Deemed Status Notice to individuals in September if Social Security determines that they no longer automatically qualify for Extra Help for the coming year. Our plan will also mail a notice to encourage people to apply to determine if they still qualify for Extra Help. Customers who no longer qualify for Extra Help will receive a notice in December. If your enrollees have questions about Extra Help with prescription drug costs or need assistance completing an application, they can contact the Social Security Administration (SSA) at 1-800-772-1213 or visit www.SocialSecurity.gov. DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 tAIAI11 A. III( I,N ml I;�I, ntu 1.I0,MIm 1 .11 .n'.l"0 0111 i l M1hi1N11-*41'V' ,Ihi1, Terms to know (continued) Medicare Advantage Plan (Part C) A type of Medicare plan offered by private health insurance carriers that contract with Medicare to provide Medicare Part A and Part B benefits. Cigna Healthcare is one such carrier. Medicare Prescription Drug Plan (Part D) A stand-alone drug plan offered by Insurers and othe•- private companies to people who get benefits through the Original Medicare Plan or through a Medicare Private Fee -for - Service Plan that doesn't offer prescription drug coverage. Medicare Advantage Plans may also offer prescription drug coverage that must follow the some rules as Medicare Prescription Drug Plans. Employer Group Portal Go online to save time Federal exemption The Medicare Modernization Act of 2003 has a very strong preemption provision. This means that in general. state laws don't apply to standard Part C and Part D benefits unless they pertain to state licensing or financial solvency of the insurer. Beginning in 2014, Part D coverage under an Employer Group Waiver Plan (EGWP) that provides customers with supplemental benefits beyond the parameters of the defined standard Part D benefit are treated as non - Medicare Other Health Insurance (OHI) that wraps around Part D. Employers/unions offering EGWPs must ensure any supplemental benefits comply with any applicable requirements for issuance under state insurance laws and/or the Employee Retirement Income Security Act (ERISA) rules. This is similar to commercial health care products that are subject to both state laws and federal laws. Certain state exemptions may apply. The Cigna Healthcare Medicare Employer Group Portal helps you manage your plan. From requesting replacement identification (ID) cards to having access to various reporting and plan documents, you have immediate access to information to help simplify plan administration. The Employer Group Portal will provide employers the ability to: View Group Enrollment Reports. View Group Billing Reports (Invoices). View when a customer's ID card was last ordered/moiled. Submit ID card replacement requests. Getting started Submit address change requests. View customer eligibility details, including information for access to care (enrolled, future and disenrolled in the last 12 months). View/print plan documents and forms. To request Employer Group Portal access, provide your name and email address to your designated Medicare Client Account Manager. Soon after, you will receive an email invitation to register and access the portal at Employer.HSConnectOnfine.com/Home/Login. Your Medicare Client Account Manager can provide training and/or a user guide to get you started. DocuSign Envelope ID 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 t r;.r. A � tip, - � • �� � � `. IRMNFWW Eligibility and enrollment Plan eligibility Customers must be enrolled in both Medicare Part A and Part B to enroll in a Cigna Healthcare Medicare Advantage plan and must be entitled to Medicare Part A and Part B benefits as of the effective date of coverage under the plan. If not, CMS will reject the application and the customer will not have coverage under the Cigna Healthcare Group Medicare plan. To avoid these sitiations, the Group must validate the customer's Medicare status by requesting their Medicare ID card. Prior to send'ng pre -enrollment packages. Cigna Healthcare can verify Medicare Part A and B enrollment to confirm eligibility for potential enrollees. In order to perform the verification, the following demographic information is required: Medicare Beneficiary identifier (MBI), name, date of birth (DOB) and gender, If the Group has customers who don't meet the eligibility requirements to enroll in the Cigna Healthcare Medicare EGWP, the Group should contact their Cigna Healthcare Sales Representative to discuss possible alternative plans. There are specific sign-up periods when a customer can enroll in Medicare Part A and/or B. If the customer does not enroll during their Initial Enrollment Period or a Special Enrollment Period, they will need to enroll during the General Enrollment Period, between January I and March 31 each year. Coverage will start the first day of the month after they sign up. The customer may have to pay a higher Part A and/or Part B premium for late enrollment. A customer may not be enrolled in more than one Medicare plan at any given time. However. CMS has granted a waiver for all employer and union 5 groups to simultaneously enroll their members in an "800 Series" Local MA -only Coordinated Care Plan (HMO, HMOPOS. PPO) and an "800 series" stand- alone prescription drug plan (PDP). CMS requires the separate medical and prescription drug carriers to work closely together with the employer sponsor to provide coordinated care and disease management services between the medical and pharmacy portions of the benefit. This coordination is similar to the kind that would be offered if the employer purchased the medical coverage and the drug coverage from a single carrier under one Medicare Advantage plan with Part D. A customer is eligible to enroll in the Cigna Healthcare Medicare EGWP as long as the enrollee permanently resides in the Cigna Healthcare Medicare service area. To determine the service area for your plan, enrollees should refer to their Evidence of Coverage (EOC) document. For purposes of enrollment in the Cigna Healthcare Medicare EGWP, incarcerated customers are to be considered as residing out of the plan service area, regardless of the location of the correctional facility. Customers must be U.S. citizens or lawfully present in the United States. CMS will notify Cigna Healthcare if the customer is not eligible to enroll on this basis at the time of enrollment. Cigna Healthcare will notify the Group via the Group Enrollment Report. Please reference Chapter 2 of the Medicare Advantage Enrollment and Disenrollment manual found on www.CMS.gov for complete enrollment and disenrollment information. DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 ( I, ,i,I � III AI !? , ),If +.',I I,{, AV At VAN 01 1 11 1V.f V, SIN' -,IH',!I : !VP f-,IIIIH Eligibility and enrollment (continued) Medicare eligibility Medicare is usually available for people age 65 or older. younger people with disabilities, and people with permanent kidney failure requiring dialysis or transplant, also known as End Stage Renal Disease (ESRD). Customers must be in a non -working status (i.e., retiree or disabled) or entitled to benefits due to a retirement status (i.e., spouse of retiree), and Medicare must be primary. Age Customers are typically eligible for Medicare at age 65. To be eligible for our plan, the customer must also meet eligibility requirements outlined in the Eligibility Policies section. For employer groups with 20 or more employees, Medicare will pay secondary if the customer has other coverage through their employer or spouse based on their current employment status. For employer groups with under 20 employees, Medicare will pay primary. Disability Customers can become Medicare eligible due to disability. To be eligible for our plan, the customer must also meet eligibility requirements outlined in the Eligibility Policies section. For employer groups with 100 or more employees, Medicare will pay secondary If the customer has other coverage through their employer or spouse based on their current employment status. For employer groups with under 100 employees, Medic(jre will pay primary. ESRD Customers can become Medicare eligible due to an ESRD diagnosis. If Medicare already pays primary for the customer due to age or disability and subsequently they are diagnosed with ESRD. Medicare will continue to pay as primary. If the customer becomes eligible for Medicare because of ESRD only, Medicare coverage will start the fourth month of dialysis treatments, unless certain criteria is met. Medicare will pay secondary for the first 30 months. At the end of the 30-month coordination period, the customer becomes eligible to enroll in the Employer Group Medicare Advantage plan! If the customer turns age 65 during the 30•-month coordination period. Medicare remains secondary until the end of the coordination period. DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF105DA72 Eligibility and enrollment (continued) Medicare Beneficiary Identifier (MBI) CMS requires that the customer MBI be included with each enrollment application. The MBI can be found on the customer's Medicare ID card. The Group is responsible for providing the customer's MBI to Cigna Healthcare with their enrollment application. Eligibility received without the MBI will be considered an incomplete enrollment application (see Incomplete enrollment information). The customer will not have access to care due to incomplete enrollment. As a reminder. Cigna Healthcare can verify Medicare Part A and B enrollment along with MBI for potential enrollees. See the Plan Eligibility section for more details. Enrollment information required by CMS and Cigna Healthcare for Medicare customers The Group must provide all the information required by CMS and Cigna Healthcare in order to successfully enroll the customer into the elected plan. Required information Customer name Customer DOB Customer gender Permanent residence address: > If a P.O. Box is used for the mailing address. then the Group must also provide the customer's physical address. > Enrollment applications received without the permanent residence address will be considered an incomplete application (see Incomplete Enrollment Information). > If the permanent residence address cannot be provided due to security concerns, a Permanent Residence Attestation can be provided by the client or the customer. • Customer MBI • Account number Branch code Benefit option code Coverage effective date Coverage cancel date (required for all disenrollments, excluding those initiated by CMS) Primary care physician (PCP) name. provider ID or National Provider Identifier (NPI) 7 > Required for Medicare Advantage HMO; if not received. a PCP will be auto -assigned > Optional. but highly recommended for Medicare Advantage PPO Highly recommended information Phone number Email address Newly enrolled customers with phone numbers and email addresses will receive a Welcome Call and Welcome Emails to answer any questions they may have and review key benefits, features and resources to help them make the most of their new plan. At other points during the year, phone numbers and email addresses may be used for clinical care outreaches or to share plan information and updates. • Other insurance information Complete insurance details support accurate claim processing. DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Eligibility and enrollment (continued) Eligibility format and processing The following methods are acceptable for submitting enrollments to Cigna Healthcare: Automated eligibility file CMS -compliant spreadsheet Enrollment requests via phone call or email are never allowed, even in an emergency situation. CMS requires a seven calendar -day processing time from the date completed Medicare eligibility is received by Cigna Healthcare. We will send all enrollment information to CMS. In the event on enrollment is rejected, a letter will be sent to the customer indicating the reason for the rejection. The Group will receive a Group Enrollment Report that identifies the customers who have not been accepted by CMS. Group Enrollment Report This report is generated weekly upon receipt of the CMS response file and includes all accepted enrollments, disenrollments and address changes into the plan. The report will indicate when action is required by the Group. Critical Error Report This report contains errors encountered when the eligibility file is processed. Incomplete enrollment information Enrollment information that is incomplete is not legally valid for enrollment into the Cigna Healthcare Medicare EGWP. In addition, an enrollment is not legally valid if it is later determined that the customer did not meet all of the CMS eligibility requirements. If there is missing or incorrect information, including a missing permanent residence address when a P.O. Box is provided• the customer will receive a letter instructing them to contact the Cigna Healthcare Dedicated Medicare Customer Service Team (see Section Z Customer Resources - Phone Numbers): they can immediately update the missing information in order to expedite processing the initial enrollment. Cigna Healthcare will notify the Group of the missing information on the Group Enrollment and Critical Error Reports for the Group to update their records. The customer has 21 days to respond to the request for missing information. If a valid MBI or permanent residence address cannot be obtained within 21 days, Cigna Healthcare will send the customer a Denial of Enrollment letter and they will notify the Group that the customer must be terminated from the Cigna Healthcare Medicare EGWP on the Group Enrollment Report. The Group may choose to move customers to a non-EGWP or terminate coverage. If the information is provided after the 21 days, the customer's effective date will be postponed until the following month, when the customer's completed infgrmation is received and validated by CMS. 8 DocuSign Envelope ID: 9FDIFBA 'I-AE68-46F6-88F9-E31DF1C5DA72 1i N••. I II At 114 qul 14. I hu.! 'I ,, (;I,:'.Ofsoul 0; 11 .iC:'. th;!...•,(111)I Eligibility and enrollment (continued) Effective dates CMS has sole authority to verify effective dates: however. a proposed effective date may be communicated to the customer. Effective dates will always be the first day of the month. The effective date may not be earlier than the first of the month following the month in which the customer enrollment request was made. The effective date may not be earlier than the first day of the customer's entitlement to Medicare. If a customer's enrollment is submitted with a date prior to their entitlement date, Cigna Healthcare will process the enrollment using the Medicare entitlement date. Enrollments cannot be processed earlier than three months prior to the effective date. Retroactivity Terminations Terriinations will always be the last day of the month, including terminations resulting from the death of the customer. The disenrollment is effective the last day of the month in which the customer (or his/ her egal representative) provides notice to disenroll to the Group and the Group sends the disenrollment to Cigna Healthcare. The disenrollment date may not be earlier than the end of the month in which the customer disenrollment request was made or the customer no longer qualifies for the plan. Retroactive enrollments and disenrollments are not allowed, except in extraordinary circumstances (subject to audit by CMS) when the Group knew of the customer's enrollment or disenrollment intent prior to the requested effective date. The effective date may be retroactive up to, but not exceeding, three months from the date Cigna Healthcare received the request from the Group. The ability to submit limited retroactive enrollment transactions is to be used only for the purpose of submitting a retroactive enrollment made necessary due to the Group's delay in forwarding the completed enrollment request to Cigna Healthcare. Repeated retroactive requests by a Group may indicate an ongoing problem to CMS and lead to a request from CMS to review the Group's documentation of their records. CMS requires a special review process when requesting enrollment/disenrollment effective dates that are older than three months. If the Group submits a request older than three months, Cigna Healthcare will request a completed form, including the required CMS documentation: The customer's enrollment/disenrollment intent (election form, call notes. opt -out form, etc., dated prior to the requested effective date). The premium impact to the customer if the request is approved. Hardship created for the customer if the request is not approved. The reason for the Group's delay in submission to Cigna Healthcare and preventive actions to avoid future occurrences. Once received, we will review the documentation to determine if it meets CMS requirements. If it doesn't, we will work with you for alternative options. If the documentation supports the requested enrollment/ disenrollment effective date, we will submit the request to CMS for review. This review can take CMS up to 60 days. In the event that CMS denies the retroactive request, we will work with you to determine an alternative solution within CMS guidelines that minimizes customer impact. DocuSign Envelope ID 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Eligibility and enrollment (continued) Disenrolline nt/cancellation A customer may disenroll from a Medicare-. Advantage plan with or without Part D only during one of the CMS -approved election periods. If the customer is enrolled in an EGWP-sponsored plan, they are not required to comply with the CMS -approved election period which allows them to submit a disenrollment at any time during the plan year. The customer must elect another Part D plan or other creditable prescription drug coverage that is at least as good as the standard Medicare prescription drug coverage or they may be subject to a late enrollment penalty. When the customer elects another Medicare Advantage plan with or without Part D. CMS will generate an automatic disenrollment from the current Medicare Advantage plan. CMS will notify Cigna Healthcare. and Cigna Healthcare will send the customer a letter and notify the Group through the Group Enrollment Report, The Group must terminate the customer from their plan upon notification from Cigna Healthcare using the date provided by CMS. This individual may not remain enrolled in the Cigna Healthcare Medicare EGWP. Cancellations may be necessary in cases of mistaken enrollment or disenrollment made by a customer. Requests for cancellations can only be accepted prior to the effective date of the enrollment or disenrollment request. If a cancellation occurs after the effective date, retroactive disenrollment and reinstatement actions may be necessary. This is only available on a very limited exception basis per CMS guidelines. See Retroactivity, CMS -initiated disenroliments ('MS will automatically disenr oil a customer: Upon notification of his/her death. Disenrollments due to date of death can only be initiated by CMS. Upon enrollment in another PDP or MAPD plan. Who is no longer entitled to either Medicare Part A and/or B benefits.' For failure to pay their Part D Income -related Monthly Adjustment Amount (IRMAA) to the government. Upon notification of a change in residence that results in the customer being outside of the service area (including incarceration). If it is determined he at- she is unlawfully present in the United States. CMS -initiated reinstatements CMS will automatically reinstate a customer in the following situations; Customer was disenrolled due to enrollment in another plan and the new plan was cancelled. CMS disenrolled customer due to erroneous report of death and CMS has corrected the retiree's Information. CMS disenrolled customer for failure to pay IRMAA and the customer has been approved for reinstatement due to good cause and customer fulfills requirements. Customers who have been automatically reinstated will appear on the. Enrolled Members tab of the Group Enrollment Report. If the Group does not agree to the reinstatement. Cigna Healthcare will submit a disenrollment transaction to CMS. If the Group agrees to reinstate the customer, the customer will remain enrolled in the plan. For failure to pay IRMAA. if CMS notifies Cigna Healthcare prior to reinstating the customer, we will verify if the Group agrees to the reinstatement prior to providing CMS approval for the reinstatement. If the Group agrees to reinstate the customer, notification must be received within five calendar days. 10 DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 , I ,11, .,I,. 11,,-,I , ki A', Ar10: ,: 1 _ , „)111 , `1,1 , 1 n,: Eligibility and enrollment (continued) Termination due to nonpayment of premiums If the Group's policy is to disenroll enrollees for failure to pay their monthly premium, the Group must apply the policy consistently across its enrollees. The Group must give an enrollee a minimum grace period and provide them with written notice prior to disenrollment. The grace period must be at least two calenda, months. and it begins on the first day of the month for which the premium is unpaid. If an enrollee falls to pay his or her premium within the grace period. the enrollee can be disenrolled on the first day after the end of the grace period. The Group can attempt to collect the premium but cannot retroactively terminate the enrollee. Income -related Monthly Adjustment Amount (IRMAA) Medicare -eligible customers with Part D coverage could be assessed a higher Part D premium based on their annual income. Customers with a single annual income over $97.000 or joint income of over $194,000 will be charged additional premiums by the SSA' NOTE: These amounts are subject to change annually. They may either have premiums deducted from their monthly Social Security payment or if they are not receiving Social Security yet. Medicare will bill them directly. Customers who fail to pay the additional premium will be involuntarily terminated from the plan. IRMAA is administered by Medicare and the SSA. Cigna Healthcare is not provided any information regarding which persons are affected by IRMAA. Any questions about IRMAA should be directed to the SSA at 1-800-772-1213. Record retention IRMAA Terminations When a customer does not pay their IRMAA to the SSA, CMS will notify Cigna Healthcare that the customer (rust be terminated. Cigna Healthcare will then notify the Group via the Group Enrollment Report that the customer must be terminated per CMS. CMS provides an opportunity for reinstatement of customers into their Medicare Part D Plan for good cause situations. If the customer advises the Group they have a good reason for failure to pay Part D IRMAA premiums. the Group should tell the customer to contact 1-800-MEDICARE (1-800-633-4227) within 60 calendar days of the disenrollment effective date to see if they qualify for a good cause reinstatement and, if so. make payment arrangements in order to get reinstated into the plan. CMS will notify Cigna Healthcare if the customer qualifies for reinstatement for good cause. Cigna Healthcare will reach out to the Group to confirm if the customer can be added back into the plan based on the Group's eligibility rules. Once the customer makes all the required payments. CMS will reinstate the customer and Cigna Healthcare will notify the Group via the Group Enrollment Report. CMS requires that Cigna Healthcare has a record of all enrollment requests. CMS guidelines require customer enrollment elections to be retained for 10 years. Additionally. the Group will maintain all records and documentation relating to enrollmen: for a period of 10 years from the final date of group coverage. 11 DocvSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Premium billing and payment Billing invoice A separate invoice will be generated for your Cigna Healthcare Medicare plans. If there are multiple account numbers, each account number will generate a separate invoice. The invoice will include a monthly summary and a detailed roster. Payment due date Premium is due by the end of the month. Any premium not received after the last day of the month is considered past due. Cigna Healthcare will provide notice of the unpaid premiums on the next month's invoice and may provide a separate notice of late payment if unpaid premiums are more than one month past due. Cigna Healthcare may terminate the agreement one month after it provides the Group with a notice of late payment if the Group has not paid the premiums due. Payment remittance method Eligibility -based billing or Pay as Billed (PAB) is the Cigna Healthcare remittance method. The Group will need to remit payment for Cigna Healthcare Medicare plan coverage separately from other Cigna Healthcare plans. A separate W-9 is not required for Cigna Healthcare Medicare clients with a Cigna Healthcare commercial relationship. A W-9 is required for clients with Cigna Healthcare Medicare plans only. LIS premium adjustment Wire and Automated Clearing House (ACH) details Bank: Bank of America. N.A. ACH ABA Routing/Transit Number 011900571 Bank Account Number: 385015921381 Bank Account Name: Cigna Health and Life Insurance Company Bank ACH Address: 101 S Tryon Street Charlotte, NC 28255 Wire Transfer ABA: 026009593 Swift: BOFAUS3N Bank: Bank of America Bank Address: 101 West 33rd Street New York, NY 10001 Medicare provides a premium subsidy for those who qualify due to limited income or resources. CMS will notify Cigna Healthcare of any customers eligible for LIS premium adjustments. CMS will pass the adjustment on to Cigna Healthcare. and we in turn will pass the adjustment on to the Group via the monthly billing invoice. A separate detailed monthly billing adjustment report will provide the names of the applicable customers and will contain the amount of the LIS premium adjustments. The billing roster Indicates the retirees who are eligible for the LIS with the adjustment code of LIS. Customers eligible for LIS and the LIS premium adjustment amounts are subject to change on a monthly basis. Retroactive LIS premium adjustments may appear on the billing roster. 12 DocuSign Envelope ID: 9FD1FBA I-AE68-46F6-88F9-E31DF1C5DA72 t to 0A IIt df 111, AW PI ItIf ,I I, !11 IVtti'I14 .l 1,1 ,U4'+hl;(.!If- t-'?�1 11.1E .'I • . IINIt Premium billing and payment (continued) LIS premium adjustment (continued) The Group will reduce the premium amount due up to the amount the customer contributes toward premiums by reducing the premium amount due up front. In those instances where the Group is not able to reduce the premium paid by the customer up front. Cigna Healthcare and the Group may agree that either the Group or Cigna Healthcare shall directly refund to the customer the amount of the LIS premium up to the Cigna Healthcare Group Medicare plan contribution previously collected from the customer. The Group or Cigna Healthcare is required to complete the refund on behalf of Cigna Healthcare within 45 days of the date Cigna Healthcare receives the LIS amount for the LIS-eligible customer from CMS. Any remaining portion of the subsidy amount is then applied toward the monthly customer premium paid by the Group. If the LIS premium amount for which a customer is eligible is less than the portion of the monthly premium paid by the customer, then the Group should communicate the potential financial impact to the customer in the Cigna Healthcare Medicare plan as compared to enrolling in another Part D plan with a monthly premium equal to or below the LIS premium amount. Late Enrollment Penalty (LEP) Customers may have to pay an LEP in addition to their monthly plan premium if there is a continuous period of 63 days or more at any time after the end of their Part D initial enrollment period during which they were eligible to enroll but were not enrolled in a Medicare Part D plan and were not covered under any creditable prescription drug coverage. Creditable prescription drug coverage is coverage that is at least as good as the standard Medicare prescription drug coverage. The customer may have to pay this LEP for as long as they have Medicare prescription drug coverage. The amount of the LEP may change every year. If the customer must pay an LEP, the penalty is applied when a customer joins a Medicare plan with drug coverage and has a gap in coverage of 63 days or more. The penalty amount may change each year based on the national base beneficiary premium amount. Although you can estimate, only CMS is authorized to calculate the actual amount of the penalty. 13 CMS will inform Cigna Healthcare of the LEP amount that the customer would be responsible for paying. Cigna Healthcare will pass the penalty on to the Group via the employer monthly billing invoice. The detailed billing roster will provide the names of the applicable customers and the amount of the LEP. The Group is responsible for paying the penalty on behalf of the customer and may choose to collect the LEP amount from the customer. The amount of the LEP may change every year. If a customer has been assessed an LEP under a non -Cigna Healthcare plan and disagrees with the penalty, the customer must initiate the appeal process by contacting Medicare at 1-800-MEDICARE (1-800-633-4227); TTY users should call 1-877-486-2048. The customer, will need to fill out a reconsideration request form and provide proof that they had previous creditable coverage. Cigna Healthcare is unable to assist in the appeal process when the customer did not have coverage through Cigna Healthcare. DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Premium billing and payment (continued) Attestation Cigna Healthcare will accept an attestation from the Group that all customers submitted on the eligibility file for initial enrollment into the Cigna Healthcare Medicare EGWP were previously enrolled in a plan that provided creditable pharmacy coverage and did not have a gap in creditable coverage for 63 days or longer. If the retirees were enrolled in a Retiree Drug Subsidy filed plan. Cigna Healthcare will also accept an attestation that the customers have been notified of the opportunity to enroll and the process for opting out of coverage in the Cigna Healthcare Medicare EGWP. These attestations apply to valid and complete enrollment applications/records processed prior to the initial effective date of the plan. Enrollment requests processed after the initial effective date will receive communications regarding creditable coverage and/or Retiree Drug Subsidy as required by CMS. Employer/Union Group MAPD Agreement The CMS contract addendum with Cigna Healthcare (Employer/Union-only Group Addendum) requires that Cigna Healthcare obtain written agreements from each employer or union with which it contracts for employer/union-only group MAPD plans and that such agreements contain certoin terms and provisions. This agreement will be provided to you by your account team and will need to be fully executed prior to the effective date. A full agreement is provided with the initial plan year, and on amendment is provided for each renewing year. Customer communications Required group communications to customers Pre -enrollment kits Group pre -enrollment kits are required to go out to all eligible customers and must be received no later than 21 days prior to the effective date for passive enrollment or 21 days before the Open Enrollment Period for active enrollment. Further, pre -enrollment kits are required to be sent to retirees as they reach the age of Medicare eligibility and meet the Group's enrollment rules. Cigna Healthcare will provide the client with a bulk shipment of pre -enrollment (or age -in) kits prior to the start of the calendar year. The client will send a kit to each retiree 60 days prior to cheir Medicare eligibility. Both the pre -enrollment and age -in kits will include: Pre-enrollment/Age-in letter Summary of Benefits Online Resource insert (Directory and Drug List) Information Guide How to Find a Provider guide Notice of Non-discrimination and Multi -language insert Formulary Addendum Optional flyers (if applicable): Access to Care Home-bcsed Care Vaccinations Part B vs. Part D Additional general plan information is available at CignaMedicore.com/group/MAresources. See page 17 for more details. 14 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E310F1C5DA72 11 11 It; AI IiY .'�p1 'r'I I I. 1A. A;.., I ,, I Iq A I t , 'I It Customer communications (continued) Renewal kits Group renewal kits are required to go out to all enrolled customers and must be received 15 days before the beginning of the Group's health plan Open Enrollment Period. If the Group does not have an Open Enrollment Period, then the materials are required to be received or available to review online by customers no later than 15 days before the beginning of the plan year. Renewal cover letter Optional flyers Annual Notice of Change (ANOC) (if applicable): EOC snapshot Access to Care Online Resource insert (Directory and Drug List) Home -based Care How to Find a Provider guide Vaccinations Privacy Practices Part B vs. Part D Notice of Non-discrimination and Multi -language insert Post -enrollment communications Upon completion of the customer's enrollment into the Cigna Healthcare Medicare EGWP• the following will be mailed to the customer within 10 calendar days from receipt of CMS confirmation of enrollment or by the last day of the month prior to the effective date, whichever is later: Welcome letter Acknowledgment/Confirmation of Enrollment EOC snapshot Acceptance letters (mailed separately) Online Resource insert (Directory and Cigna Healthy Todays"" card (mailed separately) Drug List) Optional flyers (if applicable): Customer Handbook • Access to Care Benefit Guide Home -based Care Privacy Practices • Vaccinations ID card (mailed separately) Part B vs. Part D Notice of Non-discrimination and Multi -language Interpreter Services Newly enrolled customers with phone numbers and email addresses will also receive a Welcome Call and Welcome Emails to answer any questions they may have and review key benefits, features, and resources to help them make the most of their new plan. 15 DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 i i .L!I .1 I,1, 1; ql 'hll '1, 1 ,J, ' I ,.,I..1U71".f .,;{ IS I� L IIj�)} Customer communications (continued) Required plan communications to customers Cigna Healthcare will provide a copy of the following items and other communications to the Group and/or broker, if requested. Acknowledgment/Confirmation of Enrollment Acceptance Notices The notices are mailed to the customer within 7 to 10 calendar days of the CMS confinnotion of enrollment, The notices can be used by the customer as proof of coverage prior to receiving the ID card. Identification (ID) Card ID cards are mailed to the customer's home within 10 days of CMS confirmation of enrollment. It is required that the contract be executed prior to the effective date in order to trigger the release of ID cards to those enrolled. Replacement Cigna Healthcare Medicare ID cards can be ordered by calling the dedicated customer service team (see Customer Resources). Cigna Healthcare customers will receive a new customer identifier when moving to the Cigna Healthcare Medicare EGWP. Cigna Healthcare Medicare Plans are member -based products, which require all customers to be loaded as individual subscribers. Low Income Subsidy (LIS) Rider (if applicable) The rider is mailed to the customer's mailing address within 30 calendar days of notification from CMS that the customer qualifies for a low income subsidy. Late Enrollment Penalty (LEP) Attestation Notice This notice is mailed to the customer within 10 calendar days of receipt of application when there is a potential gap in coverage of 63 days or more. and it must be returned within 30 calendar days of the date on the form. Acknowledgment of Disenrollment Notice The notice is mailed to the customer within 10 calendar days of Cigna Healthcare receiving the disenrollment election. Confirmation of Disenrollment Notice This notice is mailed within 7 to 10 calendar days of the CMS confirmation of disenrollment. Explanations of Benefits (EOBs) EOBs will be produced for claim activity and will be mailed to the customer's mailing address in accordance with CMS guidelines, Research Potential Out -of -area Status Notice This notice is mailed to the customer when we receive notice (returned mail, CMS notification, etc.) that they may have moved out of the service area. The customer must confir►n that they still live in the service area within six months or they will be disenrolled from the plan. Notice of Disenrollment Due to Out -of -area Status (upon new address verification from customer) This notice is mailed within 10 calendar days of Cigna Healthcare verifying that the customer has permanently moved out of tl ie service area. Termination Letter CMS allows a Group to disenroll its customers from a Medicare plan using a group disenrollment process. The group disenrollment process must Include a letter of notification of disenrollment to each customer 30 days prior to the effective date of their disenrollment from the Group -sponsored Medicare plan. This is not a complete list of all communications that may be sent throughout the plan year. There are system -generated letters that are sent to request information in order to process claims, update customer records, etc. Electronic samples of these system -generated letters can be provided upon request 16 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Customer resources Medicare Advantage dedicated customer service team phone number Phone number:1-888-281-7867 (TTY/TDD users should call 711) Hours of operation: October I - March 31.7 days a week. 8 a.m. to 8 p.m, local time. April I - September 30, Monday - Friday, 8 a.m. to 8 p.m. local time. Our automated phone system may answer your call during weekends or holidays and after hours. Home Delivery with Express Scripts Pharmacys To set up an account, retirees should have their Cigna Healthcare Medicare ID card and medication list nearby and call Express Scripts° Pharmacy at 1-877-860-0982 (TTY 711). 24 hours a day. 365 days a year. Customer web access Customers can sign in to myCigno.com°, which is a personalized website where they can: View Medicare Advantage benefits Manage profiles and preferences View drug lists Find a doctor, including telehealth Find a network pharmacy Review daim history and EOB details Manage prescriptions Price a medication Access Healthy Rewards"' discount programs View and print ID cards Complete incentive program registration The CignaMedicare.com/group/MAresources public website provides customers with access to general plan information that does not list client -specific benefits. EOC shell (the legal language of the plan) The ability to find a Medicare Advantage provider or pharmacy Chain pharmacy listing Informoton on how to transition to a new plan policy • Drug lists 17 Claim forms Medication therapy management Quantity limit criteria Step therapy criteria Prior authorization criteria Health Risk Assessment (MAPD only) Personal medication list DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 .11,W, III -,d. III( AN(. A511110 A'�, 1i,'v.%; Jli,l rI ;I All',�!,,:11f';,.I,N%IW'.r'd+Ill:l CiI III,: Claims administration Claims When a manual claim is necessary (majority of providers will submit electronically), customers will need to complete a claim form to request payment. Copies of the form can be downloaded from CignaMedicare.com/group/MAresources. or customers can contact customer service to request a form be mailed to them. Claims should be mailed to: Pharmacy Cigna Healthcare Attn: Medicare Part D P.O. Box 14718 Lexington, KY 40512--4718 Claims payment Medicare Advantage Cigna Healthcare Attn: Direct Member Reimbursement, Medical Claims P.O. Box 20002 Nashville, TN 37202 Cigna Healthcare will administer claims in accordance with the EOC document. From time to time. Cigna Medicare will reprocess or adjust claims that have been processed under the Plan for several potential reasons including, but not limited to, obtaining additional information from the customer, the customer's provider or CMS and upon identifying errors. If Cigna Healthcare reprocesses or adjusts a processed cloim(s) and this results in a change to the amount due from the customer, Cigna Healthcare shall notify the customer of the change and, as applicable, refund the difference to the customer or request payment of the difference. Additional resources F00 Medicare website: www.Medicare.gov Cigna Healthcare website: Cigna.com Employer Group customer resources: CignaMedicare.com/Group/MAresources Group Medicare Online Provider and Pharmacy Directory: Providersearch.HSConnectOnline.com/EGWP Group Employer Portal: Employer.HSConnectOnline.com/home/login 18 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 1. (fler(ive lanuary 1, 2021, Medicare Mowed individuals with an f SRIa diargamis to enroll in Medicare Advantage plans at the end of file 10-n1(mth rowdulat:on period 1 At miniver (mask Cigna Ilealllit are In renaslale (overage if Ihey feel IIMI (M%disenolled them in error 11 the Gruup agrees. ( igna ITealth(are will winsidle (morage fo( file usloiner lot a perine of 60 days If (M1 systems are updaled wdhltl (i0 drys, the reinslalernew will Ile sufxnil led to ( MS And the nrslumer will naive file A(knowledgnwnl of Rcinslalcmenl letter. If (MS systems ale not ulxt ted alter 60 days, Ggna Iheal lit aft' will dlsenroll (he alsronle, bark In the nngural disenrolimenl date and itPc usiniiii-i will reteivve a let ter to (tole the remslalenlenl request 3. ro( the most uP Io-date m(ome langes, visit hlgn:/hhww.Mediaur.guv/Dnui (overage Pall D/(mts ; (it Medicare Dnud (overa(je/Monthly Premium I or i:nlrl Mans. •I (M's llnderslanding Medicare Advantage & MeditdrP Dreg Man fnrollmem Perrxis (MS Produu No. I i211) Paean last at(essed Sepli-mber 14, 20) f hops.//wwwnitili(are.gov/Pubs/pdf/112)9 Undcrstandmg-Me(h(aw Part-( 0.pol. S. I xpreu S(riplS' Pharmacy Is Ihe!xnne dvi ve(y phatnla(y off VI RNOR(II" Iled11h SerYat S I'Vernorttl is a divis1011 of IIM (Iglld Group. 4 Swne distntlnt programs au' nol avalllble III all slates and prtxp,nas (nay nn druunliouill at any nine. A dis(ount program is NOT insurance, and customers roust pay the entire dis(ounted charge. All goods, wivi(es and dmounts offered through dis(ouni programs are provided by Thad patties who are sulely responsible !or Iheu p,odu 1s, selvi(e, and dis(ounfs. ( igna Neallh(are pioduc is and scrvlws are provided e%(Iosiv"ly by or Through niwralinq suhsuii,x.es of IIIe (qua (ro,ip file ( qna names, I(xlo%, and marks, n(fudinq III[ (IGNA G OUll and CIGNA NEAI.I M AR, afe owned by (igna Intellr(htai Property, In(. Subsidiaries of The (igtta Croup (ontra(l with Meditate to offer Medicare Advantage HMO and RO plaos and Pact D Preunplion Will Plain IPIX'sI lit sefet I s1,11es, and Willi wle(I'sidle Mediaod prixilaI11% I IIrollim"'1 Ina ( Iona I le•Ilf h(.Ire luotha I depends (in tonlwt l renewal 11/93)8 I1l21 R)2(123(ignaIVd1h(are DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement By and Between City of (Miami Beach "Emplover" And Cigna Health and Life Insurance Company "CHLIC" Effective Date: October 1, 2023 EXCEP'I' AS PROVIDED BY APPLICABLE LAW, THIS AGREEMENT AND ITS TERMS ARE PROPRIETARY AND CANNOT BE DISCLOSED WITHOUT THE PERMISSION OF EACH OF THE PARTIES DocuSign Envelope ID: 9FD1FBA1-AE6846F6-88F9-E31DF1C5DA72 Table of Contents Det i n itions.....................................................................................................................................................................3 SectionI. Term and Termination of Agreement..........................................................................................................4 Section 2. Claim Administration and Additional Services............................................................................................5 Section3. Funding and Payment of Claims...................................................................................................................6 Section4. Charges.........................................................................................................................................................7 Section 5. Enrollment and Determination of Eligibility................................................................................................7 Section6. Audit Rights..................................................................................................................................................8 Section 7. Plan Benefit Liability: Indemnification......................................................................................................10 Section S. Modification of Plan and Charges.............................................................................................................. Section 9. Modification of Agreement........................................................................................................................ I Section10. Choice ofLaw........................................................................................................................................... I 1 Section 11. Information in CHLIC Processing Systems.............................................................................................. I I Section12. Resolution of Disputes..............................................................................................................................12 Section13. Third Party Beneficiaries..........................................................................................................................12 Section14. No Waivers...............................................................................................................................................12 Section15. Headings...................................................................................................................................................12 Section16. Severability...............................................................................................................................................13 Section17, Force Majeure ..........................................................................................................................................13 Section 18. Assignment and Subcontracting...............................................................................................................13 Section19. Notices......................................................................................................................................................13 Section 20. Identifying Information, Internet Usage and Trademark..........................................................................13 Section21. Contidentiality.........................................................................................................................................14 Section 22. Independent Contractors...........................................................................................................................14 Section 23. Reservation of Intellectual Property Rights..............................................................................................14 Section 24 CHLIC's Compliance with Florida Public Records Law.........................................................15 Section 25 Inspector General Audit Rights.......................................................................................16 Section26 F:-verify..................................................................................................................18 Section 27. Insurance Requirements............................................................................................................................19 Section28. Entire Agreement.....................................................................................................................................20 Section 29. Request for Proposal..................................................................................................20 SIGNATURE,S............................................................................................................................................................21 Scheduleof Financial Charges....................................................................................................................................22 ExhibitA - Plan Booklet.............................................................................................................................................54 ExhibitB -- Services....................................................................................................................................................55 ExhibitC - Audit Agreement (Sample) ......................................................................................................................63 Exhibit CI - Clinical Audit Agreement (Sample)......................................................................................................66 ExhibitD - Privacy Addendum...................................................................................................................................71 Exhibit E - Conditional Claim/Subrogation Recovery Services.................................................................................77 AppendixA - Pharmacy Benefit Management Services.............................................................................................79 Appendix B - Cigna Dome Delivery Pharmacy Specialty Drug List..........................................................................98 AppendixC - SaveOnSP Program.............................................................................................................................100 DocuSign Envelope ID 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach THIS AGREEMENT, effective October 1, 2023 (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 that CHLIC provide certain administration services in connection with the Plan (for its own internal purposes, CHLIC identifies Employer's account by the Fallowing number(s) 3340006). NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed as follows; Definitions Agreement means this entire document including the Schedule of Financial Charges and all Exhibits and Addenda, as attached hereto, as well as any subsequent amendments. Applicable Law means the state, federal and/or international law and/or regulation that apply to a Party or the Plan. Bank Account means a benefit plan account with a bank designated by CHLIC; established and maintained by Employer in its or a nominee's name. ERISA means the Employee Retirement Income Security Act of 1974, as amended and related regulations. CHLIC acknowledges that Employer's Plan may not be subject to ERISA. Extra -Contractual Benefits means payments which Employer has instructed CHLIC to make for health care services and/or products that CHLIC has determined are not covered under the Plan. Member means a person eligible for and enrolled in the Plan as an employee or dependent. Participant/Participating Members means Mernber(s) who is (are) participating in a specific program and/or product available to Members under the Plan. Participating Providers means providers of health care services and/or products, who/which contract directly or indirectly with CHLIC to provide services and/or products to Members. Party/Parties means Employer and CHLIC, each a "Party" and collectively, the "Parties". Plan Benefits means amounts payable under the terns of the I'lan for expenses incurred by Members for services/items covered under the Plan. Plan Year means the twelve (12) month period, beginning on the Effective Lute and, thereafter, each subsequent twelve (12) month period. 08/04/2023 3 DocuSign Envelope ID. 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Run -Out Claims means claims for Plan Benefits relating to health care services and products that are incurred but not processed prior to termination of this Agreement; termination of a Plan benefit option or termination of Member eligibility, as applicable. Subscriber means the Member whose employment or participation is the basis for eligibility under the Plan. Section 1. Term and Termination of Agreement This Agreement is effective on the Effective Date and shall remain in effect until the earliest of any of the following dates: i. The date which is at least one hundred and twenty (120) days from the date that either Employer or Cl-IL1C provides written notice to the other of termination of this Agreement; ii. The effective date of any Applicable Law or governmental action which prohibits performance of the activities required by this Agreement; iii. The date upon which Employer fails to fund the Bank Account as required by this Agreement provided CHLIC notifies Employer in writing of its election to terminate and Employer does not fund the Bank Account as soon as possible but no longer than within thirty (30) days of receipt of such written notice; iv. The date upon which Employer fails to pay CHLIC any charges identified in this Agreement when due, provided CHLIC notifies Employer in writing of its election to terminate and Employer does not make such payments as soon as possible but no longer than within thirty (30) days of receipt of such notice; or v. Any other date mutually agreed upon by Employer and CHLIC. vi. 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 Appendix A) (the "Pharmacy Benefit Provisions"), shall continue in effect for no less than thirty six (36) months commencing on the Effective Date, except that, if any of the following dates occurs, the Pharmacy Benefit Provisions set forth in the Schedule of Financial Charges and Appendix A 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. The date upon which Employer fails to fund the Bank Account as required by this Agreement for claims under the Pharmacy Benefit provided CHLIC notifies Employer in writing of its election to terminate the Pharmacy Benefit Provisions and Employer does not fund the Bank Account as soon as possible but no longer than within thirty (30) days of receipt of such written notice; c. The date upon which Employer fails to pay CHLIC any charges in connection with the Pharmacy Benefit identified in this Agreement when due, provided CHLIC notifies Employer in writing of its election to terminate the Pharmacy Benefit Provisions and Employer does not make such payments as soon as possible but no longer than within thirty (30) days of receipt of such notice; or d. The date that is sixty (60) days after written notice by either Employer or CHLIC ("non - defaulting party") of the material breach by the other (the "defaulting party") of a material O8/04/2023 4 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative services Only Agreement for City of Miami Beach 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 Sections I.vi.b and I.vi.c above) that is not cured to the reasonable satisfaction of the non -defaulting party within a reasonable time following the initial notice of breach. During such thirty six (36) month period (or shorter period, as applicable under (a), (b), (c) or (d) above), CHLIC will continue to be the exclusive provider of Pharmacy Benefit administration services for the Plan's Pharmacy Benefit. Section 2. Cloim Administration and Additional Services a. While this Agreement is in effect, CHLIC shall, consistent with, the claim administration policies and procedures then applicable to its own health care insurance business (i) receive and review claims for Plan Benefits; (ii) determine the Plan Benefits, if any, payable for such claims; (III) disburse payments of Plan Benefits to claimants; and (iv) provide in the manner and within the time limits required by Applicable Law, notification to claimants of (a) the coverage determination or (b) any anticipated delay in making a coverage determination beyond the time required by Applicable Law. b. Following (i) termination of this Agreement, except pursuant to Section I.iii and Liv; (ii) termination of a Plan benefit option or (III) termination of eligible Members, if any required fees have been paid in full, CHLIC shall process Run -Out Claims for the applicable Run -Out Period (Refer to Schedule of Financial Charges for applicable fees arui 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 2 La, make all relevant records in its possession relating to such claims, other than CUILIC's proprietary information, available to Employer or Employer's designee in electronic format. CHLIC is not required to provide proprietary information to Employer or any other party. c. Employer hereby delegates to CHLIC the authority, responsibility and discretion to determine coverage under the Plan based on the eligibility and enrollment information provided to CHLIC by Employer. Employer also hereby delegates to CHLIC the authority, responsibility and discretion to (i) make factual determinations and to interpret the provisions of the Plan to make coverage determinations on claims for Plan Benefits, (ii) conduct a full and fair review of each claim which has been denied (as defined by ERISA), (iii) conduct level one of internal appeals of "Urgent Care Claims," "Concurrent," "Pre -service," and "Post -service" claims (as those terms are defined under E:RLSA) 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 the delegation of discretionary authority outlined above. If the Plan provides a level two internal appeal. Employer shall conduct and retain full responsibility and discretionary authority for such appeals including notification to the Member and/or the Member's authorized representative of its decision. Employer will ensure that the summary plan description materials provided to Members properly outline the internal appeal process and Employer's responsibility for level two internal appeals. 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. Unless otherwise agreed to in writing by CHLIC, all services identified in this Agreement shall be provided by CHLIC to Members covered by this Agreement on an exclusive basis with respect to that portion of the Plan administered by CHLIC pursuant to this Agreement. c. As part of the Plan Benefits provided under this Agreement, CHLIC and Employer agree that CHLIC will provide the Pharmacy Benefit (as defined in Appendix A) services described in the Schedule of 08/04/2023 DocuSign Envelope ID 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Nliami Beach Financial Charges and Appendix A as attached hereto, if any (the "Pharmacy Benefit Provisions"). In the event of any conflict between the terms set forth in the Pharmacy Benefit Provisions and any other terms set forth in this Agreement, including Exhibits hereto, the Pharmacy Benefit Provisions shall control solely with respect to the Pharmacy Benefit services. Section 3. Funding and Payment of Claims a. Employer shall establish a Bank Account, and maintain in the Bank Account an amount sufficient at all times to fund payments from it for the following (collectively "Bank Account Payments"): (i) Plan Benefits; (ii) those charges and fees identified in the applicable Schedule of Financial Charges as payable through the Bank Account and (iii) any sales tax, or similar benefit- or Plan -related charge, surcharge or assessment however denominated, which may be imposed by any governmental authority. Bank Account Payments may include without limitation: (a) fixed per person payments and pay -for -performance payments to Participating Providers; (b) amounts owed to C1ILIC which are not billed to Employer in accordance with Section 4 of this Agreement; and (c) amounts paid to CHLIC's affiliates and/or subcontractors for, among other things, network access or in- and out -of -network health care services/products provided to Members. CHLIC may credit the Bank Account with payments due Employer under a stop loss policy issued by CHLIC or an affiliate. b. CHLIC, as agent for the Employer, shall make Bank Account Payments from the Bank Account, in the amount CHLIC reasonably determines to be proper under the Plan and/or under this Agreement. c. In the event that sufficient funds are not available in the Bank Account to pay all Bank Account Payments when due, CHLIC shall cease to process and issue payment for claims for Plan Benefits including Run -Out Claims and CHLIC may notify claimants and Members regarding such insufficient funding. d. CFILIC will promptly adjust any underpayment of Plan Benefits or pay -for -performance payments by drawing additional funds due the claimant from the Bank Account. In the event CHLIC determines that it has overpaid a claim for Plan Benefits or paid Plan Benefits to the wrong party, it shall take all reasonable steps consistent with the policies and procedures applicable to its own health care insurance business to recover the overpayments of Plan Benefits. CHLIC shall also take all reasonable steps consistent with the policies and procedures applicable to its own health care insurance business to collect pay -for -performance payments due to Employer or to recover pay -for - performance overpayments (collectively "Pay -for -Performance Recoveries"). CHLIC shall not be required to initiate court, mediation, arbitration or other administrative proceedings to recover any overpayment of Plan Benefits or to collect or recover Pay -for -Performance Recovery. 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 of Plan Benefits or to collect or recover Pay -for -Performance Recovery including, but not limited to, retaining counsel, settling and compromising claims or Pay -for -Performance Recoveries, 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 of Plan Benefits (not applicable to subrogation or conditional claim payment recoveries) or to collect or recover Pay -for -Performance Recovery, but not any indirect, associated third party costs absent consent of CHLIC. CHLIC shall be responsible for reimbursing any unrecovered payments of Plan Benefits or Pay -for -Performance Recoveries resulting from CHILC's (1) failure to perform its duties under the Plan or 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 and/or (2) gross negligence or intentional wrongdoing. 08/04/2023 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach e. Employer shall promptly reimburse CHLIC for any Bank Account Payments paid by CHLIC with Its own funds on behalf of the Employer or the Plan and no such payment by CHLIC shall be construed as an assumption of any of Employer's liability for such Bank Account Payments. f. Following termination of this Agreement, Employer shall remain liable for payment of all Plan Benefits and other due Bank Account Payments and for all reimbursements due Members under the Plan. The obligations set forth in this Section 3 shall survive termination of this Agreement. Section 4. Ch a. Charges. CHLIC shall provide to Employer a monthly statement of all charges Employer is obligated to pay, in full, under this Agreement that are not paid as Batik 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 billed by the sixtieth (6011) day of receipt of a proper invoice 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 hefore the fifteenth (I 5th) 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 payment of 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. However, if the change or termination would result in a reduction in charges, CHLIC shall credit to Employer the reduction in charges charged for he 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. The obligations set forth in 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 and CHLIC shall have no liability for administering the Plan in reliance upon enrollment and eligibility information provided by Employer. Such eligibility information shall identify the effective date of eligibility and the termination date of eligibility and shall be provided promptly to CHLIC on at least a monthly basis (unless otherwise agreed to in writing by CHLIC) using a method and with such other information as mutually agreed upon by Employer and reasonably may be required by CHLIC for the proper administration of the Plan. b. Release of Liability. Notwithstanding any inconsistent provision of this Agreement to the contrary, if Employer fails to provide CHLIC with accurate enrollment and eligibility information, benefit design requirements, or other agreed -upon information in a 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, caused by such failure. O9/04/2023 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement tier City of Miami Beach c. Reconciliation of Eligibility Information and Def ua�ltJerminatio►�s. CHLIC will periodically share potential discrepancies in eligibility information with Employer. Employer will review and reconcile any discrepancies within thirty (30) days of receipt and provide CHLIC corrected eligibility information. 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. Audit Rlebts a. Employer may audit CI-ILIC's administration of Plan Benefits in accordance with the following requirements: Except for clinical audits, Employer shall provide to CHLIC a scope of audit letter and the fully executed Audit Agreement, a sample of which is attached hereto as Exhibit C. together with a forty-five (45) day advance written request for audit. For a clinical audit, Employer shall provide to CHLIC a ninety (90) day advance written request to audit, together with a scope of audit letter, which scope shall be mutually agreed upon between the parties. CFILIC will provide the Auditor and Employer, if Employer is participating in the audit, with a draft Clinical Audit Agreement, sample of which is attached hereto as Exhibit C I, within a week of receiving the request to audit and scope of audit letter. ii. Employer may designate with CHLIC's consent (which consent shall not to be unreasonably withheld) an independent, third -party auditor to conduct the audit (the "Auditor"). iii. Employer and CHLIC will agree upon the date for the audit during regular business hours in a virtual/remote audit environment or at CUILIC's office(s), as business needs require. iv. Except as otherwise agreed to by the parties in writing prior to the commencement of the audit. the audit shall be conducted in accordance with the terms of CHLIC's Audit Agreement attached hereto as Exhibit C and/or Exhibit C I, as applicable, which would hereby be agreed to by Employer and which shall be signed by the Auditor prior to the start of the audit. V. If the audit identifies any errors requiring adjustments, such adjustments will be made in accordance with this Agreement and based upon the actual claims and fees reviewed and not upon statistical projections or extrapolations. vi. Employer shalt be responsible for its Auditor's costs. vii. If Employer has five thousand (5,000) or more employees who are Members. Employer may conduct one such audit every Plan Year (but not within six (6) months of a prior audit); otherwise. Employer may conduct one such audit every two (2) Plan Years (but not within eighteen (18) months of a prior audit). viii. In no event shall any audit involve Plan benefit payments or administration prior to the most recent two (2) plan years, (unless otherwise noted) or involve Plan benefit payment or administration that has been previously audited. ix. New audits shall not be initiated until all parties have agreed that the prior audit is closed. 08/04/2023 DocuSign Envelope ID 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach In the event Employer requests to alter the scope of the audit, CHLIC will endeavor to reasonably accommodate the Employer's request, which may be subject to additional charges to be mutually agreed upon by the Employer and CHLIC prior to the start of the audit. Employer may (as determined by CHLIC based upon the resources required by the audit requested) be responsible for CHLIC's reasonable costs with respect to the audit, except that while this Agreement is in effect there shall be no additional cost to Employer for an audit of the following: • Claims: Payment documents relating to a random, statistically valid sample of two -hundred twenty- five (225) claims paid. > Requests to review provider contracts will be subject to Cl-IL1C's current criteria and contrary terns in Participating Provider Agreements. • Appeals: Documents, including payment documents as appropriate, relating to a random sample of up to thirty-five (35) appeals. • Customer Service; Documentation and review of call recordings relating to a random sample of up to thirty-five (35) Member calls. >> CHLIC maintains call recordings for up to twelve (12) months. and any customer service audit is limited to the availability of the call recordings. • Accumulator/Cqutbined Deductible: Audits are allowed based on mutually agreed -upon scope of up to thirty (30) cases. • Benefit lmolementation: Audits are allowed based on mutually agreed -upon scope and timing. CHLIC will support the benefit implementation audits for review of benefit set up related to claim processing. • Clinical Cases/Calls: The standard annual allowable number of caws/calls for audit and standard number of days allowed to conduct the audit is as follows, based on number of Employer Subscribers during the time period covered by the audit: Number of Subscribers p Cases # Calls tl Days* 5,000 & under to 3 1 >5,000 & < 25,000 15 a 1 >25,000 & < 75,000 20 5 1.5 >75,000 25 6 2 All cases and calls related to case selection will be prepared and presented in compliance with all Applicable Laws, Privacy Addendum in Exhibit D, including but not limited to the HIPAA Privacy and Security Rules and 42 C.F.R. Part 2. Cases selected will have been managed during the rolling twelve (12) month period prior to the date of the written request to conduct an audit and not previously audited for the current audit scope. • Medical Cost Containment Prosram Fees (MCCP): MCCP audits are limited to confirmation of fees paid by the Employer related to the programs in place. The audits will not include review of 08/04/2023 9 DocuSign Envelope ID9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach documentation that is not applicable to claim administration. In addition, Auditor agrees that it will not outreach to Participating Providers or Members for claim or medical record information. MCCP fee audits are based on the following criteria: ca Random samples based on the following: a Twenty-five (25) claims in which fees were paid for the Non -Participating Provider Cost Containment Programs which include Network Savings Program, Supplemental Network and Medical Bill Review (Pre -payment Cost Containment for Non -contracted claims) a One -hundred (100) claims related to Other Cost Containment Programs which include Medical Bill Review (Bill Audit; DRQ Validation Audits and Recovery; Medical Implant Device Audits); COB Vendor Recoveries; Secondary Vendor Recovery Program; Provider Credit Balance Program; tligh Cost Specialty Pharmaceutical Audits; Eligibility Overpayment Recovery Vendor Services; Class Action Recoveries and Subrogation/Conditional Claim Payment. b. Pharmacy Audits, The rights and obligations regarding pharmacy audits are set forth in Appendix A. Section 7, Plan Benefit Liability, Indemnification a. Employer Liability for Plan Benefit. Employer is responsible for all Plan Benetits 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. If Employer directs CHLIC in writing to pay Extra -Contractual Benefits, Employer is responsible for funding the payment and such payments shall not be considered in determining reimbursements or payments Under stop loss insurance provided by CHLIC or CHLIC affiliate or in determining any CHLIC or CFIL.IC affiliate risk -sharing or performance guarantee reimbursements. Employer shall reimburse CFILIC for any liability or expenses (including reasonable attorneys' fees) CHLIC may incur in defense of its making such payments. b. Employer Liability for Plan-Retated Expenses. Uniess Employer qualifies for a tax exemption, Employer shall reimburse CHLIC for any amounts CHLIC may be required to pay (i) for any sales tax or similar benefit- or Plan -related 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. c. 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. d. CHLIC shall be liable to and indemnify the Employer for any loss, cost or expense (including court costs and reasonable attorney's fees) for which Employer may become liable in consequence of (1) any acts or omissions of CHLIC or its employees, agents, or representatives, which constitute a failure, on the part of CFILIC, to perform its claim administration and other services in accordance with the standard set forth in section 7(c) above; (2) CHLIC's failure to perform the claim administration and other services pursuant to the Plan or this Agreement; or (3) fraud, embezzlement, willful misconduct or intentional disregard on the part of the provisions of the Plan or CHLIC or its employees, agents, or representatives. 08/04/2023 10 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach 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. Ilie obligations set forth in this Section 7 shall survive termination of this Agreement. Section 8. Modification of Plan and Charges a. Except as may be otherwise provided in the Schedule of Financial Charges, and no earlier than sixty (60) months after the Effective Date, CHLIC shall have the right to revise the charges identified in this Agreement (i) by giving Employer at least sixty (60) days' prior written notice, (ii) upon any modification or amendment of the benefits under the Plan, (iii) upon any variation of ten 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. h. Employer shall provide CEILIC 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 of such modification or amendment 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. Choice of Law a. This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida. Any and all claims, controversies, and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by the laws of the State of Florida, including its statutes of limitations, without regard to any conflict -of -taws or other rule that would result in the application of the law of a different jurisdiction. Both CHLIC and Employer consent to Miami -Dade County, Florida, as the sole venue for resolving any state court, federal court, or arbitration proceedings arising from or relating to the performance or interpretation of this 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 Processine Systems CHLIC may retain and use all Plan -related claint/payment information recorded/integrated into CHLIC's business records (including claim processing systems) in the ordinary course of business. Such information will be available to Employer pursuant to Section 21. CHLIC will retain such Plan -related claim/payment information in accordance with its record retention policy and Applicable Law. 08/04/2023 11 DocuSign Envelope ID9FD1FBA1-AE68-46F6-88F9-E31DF105DA72 %dministrative Sci-N,ices Only Agreement for City of Miami Beach iection 12. Resolution of DISDateB It is understood and agreed that, prior to initiating any state court, federal court or arbitration proceeding in Miami -Dade County, Florida, the Parties shall first attempt to resolve any dispute arising from or relating to the performance or interpretation of this Agreement using the following dispute resolution procedures. a. Any Controversy shall first be referred to an executive level employee of each Party who shall meet and confer with his/her counterpart to attempt to resolve the dispute ("Executive Review") as follows: The disputing Party shall initiate Executive Review by giving the other Party written notice of the Controversy and shall specifically request Executive Review of said Controversy in such notice. Within twenty (20) calendar days of any Party's written request for Executive Review, the receiving Party shall submit a written response. Both the notice and response shall include a statement of each Party's position and a summary of the evidence and arguments supporting its position. Within thirty (30) calendar days of any Party's request for Executive Review, an executive level employee of each Party shall be designated by the Party to meet and confer with his/her counterpart to attempt to resolve the dispute. Each representative shall have full authority to resolve the dispute. b. In the event that a Controversy has not been resolved within thirty-five (35) calendar days of the request for Executive Review tinder Section 12.a, above, either Party may initiate mediation by providing written notice to the other Party, which shall be conducted in Miami -Dade County, in accordance with the American Arbitration Association commercial mediation rules ("Mediation"), and using American Arbitration Association mediators. Each Party shall assume its own costs and attorneys' fees, and the compensation and expenses of the mediator and any administrative fees or costs associated with the mediation proceeding shall be borne equally by the Parties. The Parties shall not, however, be required to mediate the Controversy. The obligations set forth in this Section 12 shall survive termination of this Agreement. Section 13. Third Party Beneficiaries This Agreement is for the exclusive benefit of Employer and CHLIC. It shall not be construed to create any legal relationship between CHLIC and any other party. Section 14. No Waivers No waiver by any party of a breach or default of any provision of this Agreement, failure by any party, on one or more occasions, to enforce any of the provisions of this Agreement, or failure by any party to exercise any right or privilege hereunder shall be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of such rights or privileges hereunder, unless and solely to the extent waived by the party against whom the waiver is sought in writing and signed. Section IS. 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. 08/04/2023 12 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Nliami Reach 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. ion 17. Force Maieure CHLIC shall not be liable for any failure to meet any of its obligations under this Agreement where such failure to perform is due to any contingency beyond the reasonable control of CHLIC or its affiliates or subcontractors, its employees, officers, or directors. Such contingencies include, but are not limited to, acts of God, tires, wars, accidents, labor disputes or shortages, and governmental actions, laws, ordinances, rules or regulations. Section I& Assienment and Subcontractin 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 their affiliates and/or subcontract specific obligations under this Agreement provided that CHLIC shall not be relieved of its obligations under this Agreement when doing so. Section 19. Notic 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 900 Cottage ©rove Road Bloomfield, CT 06152 Attention: Jeremy Rainha, Risk & Underwriting Senior Director To Employer: City of Miami Beach 1700 Convention Center Dr., Fourth Floor Miami Beach, FL 33139 Attention: Sonia Walthour Risk Management/Benefits Division Director 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. Identifvine Information. Internet Usaee and Trademark Each Party reserves all right, title, and interest in and to its respective trademarks, service marks. trade names, trade dress, logos, and other proprietary trade designations, whether presently existing or hereafter authored, developed, established, or acquired (collectively, "Marks"). Except as necessary in the performance of their duties under this Agreement or as separately agreed to in writing, no Party shall use 08/04/2023 13 DocuSlgn Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach the other Parry's Marks in advertising or promotional materials or otherwise. All use of a Party's Marks shall remain subject to such Party's reasonable quality control and brand usage guidelines. Additionally, no Party shall establish a link to the other's World Wide Web site, without the owner's prior written consent. All goodwill arising from use of a Parry's Marks shall inure exclusively to such Party's benefit. The obligations set forth in this Section 20 shall survive termination of this Agreement. Section 21. Confidentiality a. 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 designce(s), and a signed Confidentiality Agreement between CHLIC and applicable designee(s), CHLIC shall release copies of confidential claims and Plan Benefit payment information in CHLIC's claims system ("Conlldential 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 designee(s). Employer 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 any unauthorized use or disclosure of Confidential Information and/or Proprietary Information provided by CHLIC pursuant to this Section 21 whether by Employer or its designee and the consequences thereof. b. CHLIC and any of its affiliates or subsidiaries which have any Protected Health Information in their possession will maintain the confidentiality of such Protected Health Information in accordance with the Privacy Addendum in Exhibit D and any applicable state privacy laws, including, without limitation, 201 CMR 17.00: 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 2La above, CFILIC shall make information available to a third patty such as a "successor administrator" as requested by Employer, to the extent administratively feasible, if the Parties agree upon the charge to be paid by Employer. The obligations set forth in this Section 21, shall survive termination of this Agreement. Section 22. Independent Contractors 'rhe Parties' relationship with respect to each other is that of independent contractors and nothing in this Agreement is intended, and nothing shall be construed to, create an employer/employee, partnership, principal -agent, or joint venture relationship, or to exercise control or direction over the manner or method by which CHLIC performs services hereunder. No Party shall make any statement or take any action that might cause a third party to believe such Parry has the authority to transact any business, enter into any agreement, or in any way bind or make any commitment on behalf of the other Party, unless set forth in this Agreement or expressly authorized in writing by a duty authorized officer of the other Party. For the avoidance of doubt, CHLIC is authorized to perform certain services on behalf of Employer under this Agreement and this provision is not intended to in any way diminish that authorization. Section 23. Reservation of Intellectual Property Rights Each Party reserves all right, title, and interest in and to its respective copyrights, patents, trade secrets, trademarks, and other intellectual property, whether presently existing or hereafter authored, invented, 08/04/2023 14 DocuSign Envelope ID. 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach developed, or acquired. Without limiting the foregoing, as between the Parties, CIILIC shall solely and exclusively own the systems, methodologies, and technology used to provide the services, all modifications, enhancements, and improvements thereto, and all associated intellectual property rights. No rights or licenses are granted to Employer other than the limited right to receive and use the services under and in accordance with this Agreement. CHLIC shall own and be free to use and incorporate without payment or other consideration to Employer any ideas, suggestions, recommendations, or other feedback provided to CHLIC in connection with its provision of the services. Nothing in this Agreement is intended or shall be construed to create any joint authorship, joint inventorship, or similar relationship or endeavor between the Parties. The obligations set forth in this Section 23 shall survive termination of this Agreement. Section 24, CHL.IC'S Comnllance with Florida Public Records Law a. CHLIC shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. h. The term "public records" shall have the meaning set forth in Section 1 19.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of uMcial business of Employer. Pursuant to Section 119.0701 of the Florida Statutes, if CHLIC meets the definition of "Contractor" as defined in Section 119.0701(I )(a), CHLIC shall: i. Keep and maintain public records required by Employer to perform the service; ii. Upon request from Employer's custodian of public records, provide Employer 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 Employer; iv. Upon completion of the Agreement, transfer, at no cost to Employer, all public records in possession of CHLIC or keep and maintain public records required by Employer to perform the service. If CHLIC transfers all public records to Employer upon completion of the Agreement, CHLIC shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 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 Employer, upon request from Employer's custodian of public records, in a format that is compatible with the information technology systems of Employer. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. i. A request to inspect or copy public records relating to Employer's contract for services must be made directly to Employer. If Employer does not possess the requested records, Employer shall immediately notify CHLIC of the request, and CHLIC must provide the records to Employer or allow the records to be inspected or copied within a reasonable 08/04/2023 is DocuSign Envelope ID9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Admloistrative Services Only Agreement for City of Miami Bench time. ii. CfILIC's failure to comply with Employer's request for records shall constitute a breach of this Agreement, and Employer, 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, if CHLIC fails to provide the public records to Employer within a reasonable time may be subject to penalties tinder s. 119,10. (E) CIVIL ACTION. i. If a civil action is filed against CHLIC to compel production of public records relating to Employer's contract for services, the court shall assess and award against CHLIC the reasonable costs of enforcement, including reasonable attorneys' fees, if: a. The court determines that CHL(C 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 Employer and to CHLIC. ii. A notice complies with subparagraph (I xb) if it is sent to Employer's custodian of public records and to CHLIC at CHLIC's address listed on its contract with Employer or to CHLIC's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express 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. if CFILIC complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) 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: RAFAELGRANADOna?MIAMIBEACHFL.GOV PHONE.: 305-673-7411 Section 25. Inspector General Audit Rights a. Pursuant to Section 2-256 of the Code of Employer of Miami Beach, Employer has established the Office of the Inspector General which may, on a random basis, perform reviews. audits, inspections and investigations on all Employer contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of Employer. 08/04/2023 16 DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 Administrative Services Only Agreement for City of Miami Beach b. The Office of the Inspector General is authorized to investigate Employer affairs and empowered to review past, present and proposed Employer programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor Employer projects and programs. Monitoring of an existing Employer project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of CFILIC, its officers, agents and employees, lobbyists, Employer staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, Employer is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. C. Upon ten (10) days written notice to CHLIC, CHLIC shall make all requested records and documents available to the Inspector General for Inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of CHLIC its officers, agents and employees, lobbyists, Employer staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. d. The Inspector General shall have the right to inspect and copy all documents and records in CHLIC's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project -related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back -change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. e. CHLIC shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement, for examination, audit, or reproduction, until three (3) years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: (1) If this Agreement is completely or partially terminated, CHLIC shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement, and 08/04/2023 17 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach (2) CHLIC shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. The provisions in this section shall apply to CHLIC, its officers, agents, employees, subcontractors and suppliers. CHLIC shall incorporate the provisions in this section in all subcontracts and all other agreements executed by CHLIC in connection with the performance of this Agreement. Nothing in this section shall impair any independent right of Employer to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on Employer by CHLIC or third parties. Section 26. E-verif a. To the extent applicable to the services offered herein, CHLIC shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, CHLIC shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees dul iag the Term of the Agreement. Additionally, CHLIC shall expressly require any subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verily system to verify the employment eligibility of all new employees hired by the subconsultant during the contract Term. If CHLIC enters into a contract with an approved subconsultant, the subconsultant must provide CHLIC with an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an unauthorized alien. CHLIC shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. b. TERMINATION RIGHTS. i. if Employer has a good faith belief that CHLIC has knowingly violated Section 448.09(I ), Florida Statutes, Employer shall terminate this Agreement with CHLIC for cause, and Employer shall thereafter have or owe no further obligation or liability to CHLIC. ii. If Employer has a good faith belief that a subconsultant has knowingly violated the foregoing Subsection 10.9(A), but CHLIC otherwise complied with such subsection, Employer will promptly notify CHLIC and order CHLIC to immediately terminate the Agreement with the subconsultant. CHLIC's failure to terminate a subconsultant shall be an event of default under this Agreement, entitling Employer to terminate CHLIC's contract for cause. iii. A contract terminated under the foregoing Subsection (Bxl) or (Bx2) is not in breach of contract and may not be considered as such. iv. Employer or CHLIC or a subconsultant may file an action with the Circuit or County Court to challenge a germination under the foregoing Subsection (Bxl) or (B)(2) no later than 20 calendar days after the date on which the contract was terminated. V. If Employer terminates the Agreement with CHLIC under the foregoing Subsection (B)(1), CHLIC may not be awarded a public contract for at least I year after the date of termination of this Agreement. vi. CHLIC is liable for any additional costs incurred by Employer as a result of the 08/04/2023 18 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DRC51DA72 Administrative Services Only Agreement for City of Miami Beach termination of this Agreement under this Section 26. Section 27. Insurance Reaulremegts CHLIC shall maintain the below required insurance in effect prior to awarding the contract and for the duration of the contract. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage may be treated as a material breach of the contract, which could result in withholding of payments or termination of the contract. a. Worker's Compensation Insurance for all employees of the CHLIC as required by Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should CHLIC be exempt from this Statute, CHLIC and each employee shall hold the City harmless from any injury incurred during performance of the Contract. If exempt, CHLIC shall also submit (i) a written statement detailing the number of employees and that they are not required to cant' Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or (H) a copy of a Certificate of Exemption. b. Commercial General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than S1,000,000 per occurrence, and $2.000,000 general aggregate. c. Automobile Liability Insurance covering any automobile, if CHLIC has no owned automobiles, then coverage for hired and non -owned automobiles, with limit no less than $1,000,000 combined per accident for bodily injury and property damage. d. Professional Liability (Errors & Omissions) Insurance appropriate to CTILIC, with limit no less than S 1,000,000. Additional Insured - Employer must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the CHLIC including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the CHLIC's insurance. Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance Services. Waiver of Subrogation - CHLIC agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers - Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAKIA). Carriers may also be considered if they are licensed and authorised to do insurance business in the State of Florida. Verification of Coverage - CHLIC shall furnish the Employer with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the Employer before work 08/04/2023 19 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 Administrative Services Only Agreement for City of Miami Beach commences. However, failure to obtain the required documents prior to the work beginning shall not waive the CHLIC's obligation to provide them. Employer reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER MUST READ: City of Miami Beach c/o Exigis Insurance Compliant Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: Cettificates-miamibeach@riskworks.com Special Risks or Circumstances - Employer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve CHLIC of his liability and obligation under this section or under any other section of this agreement. Section 28. Entire Agreement As of the Effective Date, this Agreement constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all previous and contemporaneous agreements, understandings, inducements or conditions expressed or implied, oral or written, between the Parties, except as herein contained. Further, this Agreement shall not be modified by any shrink-wrap, click -wrap, browse -wrap, click -through, web -site based, online or use agreements ("Click -Wrap") that purport to be accepted or deemed accepted by download or online acknowledgment and to the extent of any conflict between this Agreement and the Click -Wrap, this Agreement shall control. Each Party acknowledges that in entering into this Agreement, it is not relying on any statement, representation, or warranty, other than those expressly set forth 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 agreement regarding the subject matter herein. Section 29. Rcouest for Proposal The Provisions of RFP 2023-259-WG Health, Pharmacy (Rx), and Medicare Advantage Plans and all attachments, amendments, and addendums thereto, attached as Exhibit _, are hereby incorporated into this Agreement. To the extent the provisions of the RFP and all Amendments thereto conflict with any other terms of the Agreement, Schedules, Exhibits, Addendums. Amendments or like documents, the terms of the Agreement, Schedules, Exhibits, Addendums, Amendments, or the like documents, control. For the avoidance of doubt, the following order of precedent shall prevail: this Agreement (including its Schedules, Exhibits, Addendums, Amendments, or the like documents); the RFP; and the CHLIC proposal. 09/04/2023 20 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Group: City of Miami Beach Effective Date: January 1, 2024 subconsultant does not employ, contract with, or subcontract with an unauthorized alien. CIGNA shall maintain a copy of such affidavit for die duration of the Agreement or such other extended period as may be required under this Agreement. b. TERMINATION RIGHTS. i. If Group has a good faith belief that CIGNA has knowingly violated Section 448.09(1), Florida Statutes, Group shall terminate this Agreement with CIGNA for cause, and Group shall thereafter have or owe no further obligation or liability to CIGNA except that Group shall be responsible for payment for any services previously rendered. ii. If Group has a good faith belief that a subconsultant has knowingly violated the foregoing Subsection 10.9(A), but CIGNA otherwise complied with such subsection, Group will promptly notify CIGNA and order CIGNA to immediately terminate the Agreement with the 1la ` Cigna. subconsultant. CIGNA's failure to terminate a subconsultant shall be an event of default under this Agreement, entitling Group to terminate CIGNA's contract for cause. w. A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. iv. Group or CIGNA or a subconsultant may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1) or (13)(2) no later than 20 calendar days after the date on which the contract was terminated. V. If Group tenninates the Agreement with CIGNA under the foregoing Subsection (13)(1), CIGNA may not be awarded a public contract for at least I year after the date of termination of this Agreement. vi. CIGNA is not liable for any additional costs incurred by Group as a result of the termination of this Agreement under this Section 10.926. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate and signed by their respective officers duly authorized to do so. Cigna Health and Life Insurance Company By: Printed Name: Ryan Kochcr Its: Medicare, Chief Growth Officer Bate: November 14 2023 Attest: 04 . 'am' each By: Printed i\T.angAFAEL E. GRANADO Its: 0 ? C L �1(L�• Date: I 1 Z DEC 19 2023 City of TG 'Beach By:ILIA W, j d Nune: 1r' Its: Date: %?-I � z) APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Attorney Da G DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 Administrative Services Only Agreement for Citv of Miami Beach Schedule of Financial Charges Certain fees and charges identified in this Schedule of Financial Charges will be billed to Employer monthly in accordance with CHLIC's then standard billing practices. However, CHLIC is authorized to pay all fees and charges from the Bank Account unless otherwise specified in this Agreement. MEDICAL ADMINISTRATION CHARGES Including Benefit Advisor Fees pavments agreed to by Em lover Product Description Charge Medical Open Access Plus In -Network (OAPIN) $26.50/employee/month with Care Management Preferred Open Access Plus (OAP) Medical S26.50/employee/month with Care Management Preferred All Plans Medical Benefit Advisor Fees For OAPIN and OAP Products: S9.36/em ployee/month MEDICAL NETWORK ACCESS FEE, UTILIZATION MANAGEMENT FEE AND OPTIONAL PROGRAM FEE Product Description Char e Medical OAPIN S17.25/employee/month Access Fee Included in 'Medical Administration Charge Medical OAP S17.25/employee/month Access Fee (All Plans) Included in Medical Administration Charge MULTI -YEAR CHARGE/FEE GUARANTEES The maximum increase for the Medical Administration Charge(s) and Network Access Fee(s) for the 2024 Plan Year will be 0.0% over the 2023 Plan Year charges/fees. The maximum increase for the Medical Administration Charge(s) and Network Access Fee(s) for the 2025 Plan Year will be 0.0% over the 2024 Plan Year charges/fees. 08/04/2023 22 DocuSign Envelope ID 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach The maximum incrcasc for the Mcdical Administration Charge(s) and Network Access Fee(s) for the 2026 Plan Year will be 0.0% over the 202: Plan Year charges/fees. The maximum increase for the Medical Administration Charge(s) and Network Access Fee(s) for the 2027 Plan Year will be 0.0% over the 2026 Plan Year charges/fees. The maximum increase for the Medical Administration Charges(s) and Network Access Fee(s) for the 2028 Plan Year will be 0.0% over the 2027 Plan Year charges/fees. The above fee guarantees are not applicable to Pharmacy Administration Fee. The above charges/fees are guaranteed for the time periods identified above, provided, however. that CHLIC may revise the above charges/fees pursuant to Section 8.a.ii. 8.a.in andbr 8.a.iv of this Agreement. AMOUNTS OWED TO CHLIC CHLIC may pay amounts with its own funds on behalf of Employer or the Plan for charges which Employer or the Plan is obligated to pay under the Agreement including Plan Benefits, Bank Account Payments (including fixed per person payments and pay -for -performance payments to Participating Providers), governmental taxes or assessments and those amounts paid by CHLIC shall be the Employer's financial responsibility. CHLIC is authorized to recover all such amounts from the Bank Account. CIGNA PHARMACY BENEFIT MANAGEMENT SERVICES CHARGES AND RELATED PROVISIONS PHARMACY ADMINISTRATION FEE Cigna Pharmacy Product Administration Fee: $5.53 per script. FINANCIAL GUARANTEES FOR DRUGS COVERED UNDER THE PLAN'S PHARMACY BENEFIT Covered Drugs Dispensed by Cigna Home Delivery Pharmacy: CHLIC will guarantee the following charges for Covered Drugs dispersed by Cigna Home Delivery Pharmacy, subiect to the provisions in the section titled " PBM Pricing — Additional Provisions": Brand Drug Claims: For all Cigna Home Delivery Pharmacy Brand Drug Claims, the Employer's guaranteed annual average discount will be AWP minus 25.50%. Generic Drug Claims: For all Cigna Home Delivery Pharmacy Generic Drug Claims, the Employer's guaranteed annual average discount will be.: AWP minus 87.25% for Plan Year 2023. AWP minus 87.50% for plan year 2024; AWP minus 87.75% for plan year 2025; AWP minus 88.00% for plan year 2026 and AWP minus 88.25% for plan year 2027. 08/04/2023 23 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Dispensing Fees for Drug Claims: For all Cigna Home Delivery Pharmacy Brand Drug Claims and Generic Drug Claims the Employer's guaranteed annual average Dispensing Fee will be $0.00. Covered Drugs Dispensed by Retail Pharmacies in 30-day* supplies: CHLIC will guarantee the following charges for Covered Drugs dispensed by Retail Pharmacies in 30-day supplies, subject to the provisions in the section titled "PBM Pricing — Additional Provisions": *A 30-day supply means any Covered Drug dispensed by a Retail Pharmacy in an amount less than an 83-daysupply. Brand Drug Claims: For all Retail Pharmacy Brand Drug Claims, the Employer's guaranteed annual average discount will be AWP minus 20.00%. Generic Drug Claims: For all Retail Pharmacy Generic Drug Claims; the Employer's guaranteed annual average discount will be: AWP minus 83.50% for Plan Year 2023; AWP minus 83,75% for Plan Year 2024; AWP minus 84.00% for Plan Year 2025 ;AWP minus 84.25% for Plan Year 2026 and AWP minus 84.50% for Plan Year 2027. Dispensing Fees for Both Brand Drug Claims and Generic Drug Claims: For all Retail Pharmacy Brand Drug Claims and Generic Drug Claims, the Employer's guaranteed annual average Dispensing Fee will be $0.50. Covered Drugs Dispensed by Retail Pharmacies in 90-day** supplies: CHLIC will guarantee the following charges for Covered Drugs dispensed by Retail Pharmacies in 90-day supplies, subject to the provisions in the section titled "PBM Pricing - Additional Provisions": **A 90-day supply means any Covered Drug dispensed by a Retail Pharmacy in an amount equal to or greater than an 83-daysupply. Brand Drug Claims: For all Retail Pharmacy Brand Drug Claims, the Employer's guaranteed annual average discount will be AWP minus 25.25%. Generic Drug Claims: For all Retail Pharmacy Generic Drug Claims, the Employer's guaranteed annual average discount will be: AWP minus 85.25% for Plan Year 2023; AWP minus 85.500/6 for Plan Year 2024; AWP minus 85.75% for Plan Year 2025 . AWP minus 86.00% for Plan Year 2026 and AWP minus 86.25% for Plan Year 2027. Dispensing Fees for Both Brand Drug Claims and Generic Drug Claims: For all Retail Pharmacy Brand Drug Claims and Generic Drug Claims, the Employer's guaranteed annual average Dispensing Fee will be 50.00. O8/04/2023 24 DocuSign Envelope ID9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach AGGREGATE SPECIALTY DRUG DISCOUNT GUARANTEE CHLIC shall guarantee an aggregate annual average discount of AW'P minus 2 LJO" a for covered Specialty Drug prescript.ons dispensed by Retail Pharmacies and Cigna Home Delivery Pharmacy. CHLIC's performance will be measured based on analysis of Plan -specific utilization for the contract year. AGGREGATE LIMITED DISTRIBUTION DRUG AND EXCLUSIVE DISTRIBUTION DRUG DISCOUNT GUARANTEE Limited Distribution Drug and Exclusive Distribution Drug Claims: For all covered Limited Distribution Drugs and Exclusive Distribution Drugs that are dispensed to Members by a Cigna Specialty Drug Pharmacy, the Employer's guaranteed annual average aggregate discount will be AWP minus 17.00%. RECONCILIATION OF PHARMACY BENEFIT MANAGEMENT FINANCIAL GUARANTEES Pricing Guarantee Calculation. The following calculation will be performed on an aggregated basis for all paid Claims for Covered Drugs processed during the applicable contract ,year in order to reconcile against the average annual ingredient cost discount guarantees set forth above: 1 — [(the total ingredient cost charged to the Employer prior to application of the ?Ian's Member cost -share requirements), (the total AWP) for all Covered Drugs] For the purposes of the pricing guarantee calculation, and notwithstanding anything herein to the contrary, the total ingredient cost shall also include the ingredient cost for a Covered Drug for which a Member pays 100% in the form of cost -share. The application of brand and generic pricing may be subject to certain "dispensed as written" ("DAW") protocols and Employer defined plan design and coverage policies for adjudication and Member Copayment purposes. For example, DAW 5 (House Generic) claims will be considered a Generic Drug claim for pricing purposes. Pricing Guarantee Exclusions. The following Claims or products shall be excluded from the calculation of any pricing guarantee set forth in this Agreement: - Specialty Drugs, unless otherwise noted in this Schedule of Financial Charges. - Workers' Compensation Claims. - Claims for Supplies. - Non-standard facility Claims (Indian Tribal, Veterans Administration, or Dep. of Defense facilities). - Limited Distribution Drugs and Exclusive Distribution Drugs except with respect to the Aggregate Limited Distribution Drug and Exclusive Distribution Drug Guarantee above) Subrogation Claims. - Repackaged products. - Products tilled through Pharmacies not participating in the network accessed by Employer under this Agreement (including a contracted 08/04/2023 25 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C50A72 Administrative Services Only Agreement for City of Miami Beach pharmacy that does not participate in a sub -network or preferred network tier)- - Over-the-counter (OTC) products, with the exception of diabetic supplies and insulin. - Secondary Payer Claims. - Direct Member Reimbursement Claims. - Compound Drugs. - Claim reversals. - Outlier Claims. - Products identified as prescriptions covered under the federal 3408 drug pricing program. - Claims paid at the Retail Pharmacy's U&C Charge. - Claims where pharmacy reimbursement is determined or mandated by Applicable Law, not based on CHLIC's contracted rates with the Retail Pharmacy (applicable to Retail dispensing fee guarantees only). For the avoidance of doubt and clarity, any type of Paid Claim not excluded in this Agreement shall be considered included in the Financial Guarantees stated above. RECONCILIATION AND OFFSETS REGARDING FINANCIAL GUARANTEES CHLIC will report on the guaranteed amounts within one -hundred eighty (180) days following the end of each contract year. Upon reconciliation, CHLIC's performance with respect to each ingredient cost discount or Dispensing Fee offered under this Agreement will be individually measured and reconciled. CHLIC's Berformance with rem ect to ingredient cost discount or Dispensing Fee shall not be reconciled in the aggregate. PBM PRICING —ADDITIONAL PROVISIONS • For a specific Claim for a Covered Drug dispensed by a Retail Pharmacy or Cigna Home Delivery Pharmacy, and after application of any Plan cost -share requirements, CHLIC shall charge the Employer the lowest of the following amounts: (1) The Prescription Drug Charge; or (2) The pharmacy's submitted U&C Charge, if any. • For a specific Claim for a Covered Drug dispensed by a Retail Pharmacy or Cigna Home Delivery Pharmacy, CHLIC shall charge the Member in accordance with the terms of the Pharmacy Benefit. For example, for a Covered Drug subject to a fixed dollar copayment requirement, CHLIC shall charge the Member the lowest of the following amounts: (1) The fixed dollar copayment for the Covered Drug, if any; (2) The Prescription Drug Charge; and 08/04/2023 26 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach (3) The pharmacy's submitted U&C Charge, if any. • CHLIC may apply, if available and based on price favorability to the Member, a discount card market price for certain non -specialty drug generic products (unless Employer opts out of program enrollment). • Unless specifically noted herein, the discounts to Employer for Covered Drugs set fork in this Agreement are not guaranteed to result in an average aggregate discount off the aggregate AWP of all such Covered Drugs. • biome Delivery Pharmacy Dispensing Fees and Dispensing Fee Guarantees are inclusive of shipping and handling. If carrier rates (i.e., U.S. mail and/or applicable commercial courier services) increase during the term of this Agreement, the Home Delivery Pharmacy Dispensing Fee and Home Delivery Pharmacy Dispensing Fee Guarantee will be increased to reflect such increase(s). • Any pricing guarantees, including any ingredient cost discount or Dispensing Fee guarantee, set forth in this Agreement shall be rendered null and void in the event Employer terminates CHL1C's administration of the Pharmacy Benefit prior to completion of the then -current Plan Year. CHLIC's fees, Rebates (if any), discounts or guarantees (if any) are, among other conditions communicated in this Agreement or otherwise in writing to Employer, contingent on, and assume, adoption by Employer of a specific Formulary, Retail Pharmacy network, and Plan design features (e.g. cost -share structure, utilization/cost management programs). • t IlVitransplant medications that appear on the Specialty Drug List are included in the specialty drug pricing and specialty drug Rebates based on the dispensing channel. as applicable. • DAW penalties and/or mandatory generic penalty amounts will not be included in the discount guarantee calculations or reconciliations; however, such Claims will be included in the discount guarantee calculations and reconciliations and valued at the Total Ingredient Cost. • The MAC list used for Home Delivery Pharmacies will include at least the same identical drugs on the MAC list used for Retail Pharmacies or more. • There is no minimum, charge to either a Member or Employer for any claims dispensed by a Home Delivery Pharmacy. • Notwithstanding anything to the contrary, CHLIC will charge Employer for retail pharmacy claims on a Pass -Through Pricing basis. For purposes of this Agreement, the term "Pass -Through Pricinge" means the acttal ingredient cost and dispensing fee amount paid by CHLIC for the prescription drug claim when the claim is adjudicated by a Participating Pharmacy, as set forth in the specific Participating Pharmacy remittances related to Employer's claims. U8l04/2023 77 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 Administrative Services Only Agreement For Cih of Miami Beach Notwithstanding any other provision of this Agreement. CHLIC may, effective upon written notice to Employer, adjust any or all of the fees, Rebates (if any), discounts or guarantees (if any) in this Agreement to the extent reasonably necessary to preserve the economic value of this Agreement to CHLIC as it existed immediately prior to any of the following events or changes: (a) there are any significant changes in the composition of the CHLIC pharmacy network utilized by Employer hereunder or in such pharmacy network's contract compensation rates, or the structure of the pharmacy stores/chains/vendors that are contracted with CHLIC, including but not limited to disruption in the retail pharmacy delivery model, or bankruptcy of a chain pharmacy; or there is a change in or to the pharmacy network reflected in the pharmacy pricing summary; or (b) there is a change in government laws or regulations which has a significant impact on pharmacy claim costs; or (e) any material manufacturer -rebate contracts with, or for the benefit of, CHLIC are terminated or modified in whole or in part; or (d) there is any legal action or law that materially affects, or could materially affect the manner in which CHLiC's rebate program is administered or an existing law is interpreted so as to materially affect or potentially have a material effect, on CHL1C's administration of the Plan. (e) a major change in market conditions affecting the pharmaceu-ical or pharmacy benefit management market, a drug shortage in the market, an issue involving the safety of the drug supply. an unexpected introduction of a new drug (e.g. authorized generic), or similar market event occurs; (f) the Pharmacy Benefit enrollment decreases by equal to or greater than ten (10)% from the enrollment on which Cl ILIC's financial offer is based; or (g) Employer fails to disclose a material feature of the Plan or the Plan's Pharmacy Benefit or there is a change to the Plan's Pharmacy Benefit including but not limited to the Formulary, benefit designs, OTC plans, clinical or trend programs or otherwise that has the effect of lowering the amount of Rebates earned hereunder or materially impacting any guarantee. DRUG MANUFACTURER -PAYMENT SHAKING Subject to the caveats below, CHLIC will remit to Employer the following porticn of Rebates and Manufacturer Administrative Fees that CHLIC collects with respect to utilization of Covered Drugs under the Plan's Pharmacy Benefit: For All Products: 1-he greater of: 100.00% of Rebates and Manufacturer Administrative Fees on such utilizaron dispensed in the full calendar year immediately preceding CHLIC's remittance, or the sum of: S253.15 for the Plan Year 2023; S274.1 I for the Plan Year 2024; $288.05 for the Plan Years 2025 through 2027 multiplied by the number of Retail Pharmacy Brand Drug Claims (excluding Specialty Brand Drug Claims) dispensed in 30-day' supplies plus S595.50 for the Plan Year 2023. $627.03 for the Plan Year 2024; $664.68 for the Plan Year 2025 through 2027, multiplied by the number of Retail Pharmacy Brand Drug Claims (excluding Specialty Brand Drug Claims) cispensed in 90-day" supplies plus $732.95 for the Plan Year 2023: S799.14 for the Plan Year 2024; S842.82 for the Plan Years 2025 through 2027 multiplied by the number of Cigna Home Delivery Pharmacy Brand Drug Claims (excluding Specialty Brand Drug Claims: plus S418.73 for the Plan Year 2023; $594.87 for the Plan Year 2024 : S626.87 for the Plan Years 2025 through 2027, multiplied by the number of Retail Pharmacy Specialty Brand Drug Claims plus S2,029.06 for Plan Year 2023 : S2,608.98 for Plan Year 2024; S3.034.61 for Plan Years 2025 through 2027 multiplied by the number of Cigna Home 0&'0412023 28 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Delivery Pharmacy Specialty Brand Drug Claims processed in ouch full calendar year. Caveats: (1) CHLIC or its agents contract with drug manufacturers on CHLIC's own behalf, and not as agent of the Employer or the Plan. Rebates are paid based on the contractual terms set forth in this Agreement. (2) Should Employer terminate this Agreement before completion of the then -current Plan Year, no Rebates shall be due and owing with respect to that Plan Year, and any Rebate minimum or fixed dollar guarantees shall be null and void, as the payment of Rebates is conditioned on CHLIC exclusively administering the Pharmacy Benefits for the entire Plan Year. (3) For percentage -based sharing arrangements, Rebate payout amounts may differ slightly from the stated percentage when payout occurs before manufacturers' final reconciliations and payments are made to CHLIC. For purposes of clarity, CHLIC shall reconcile its performance with respect to any Rebate payment guarantees, including, without limitation, any minimum or fixed dollar guarantees, in the aggregate. Moreover, any amount directly or indirectly provided by a manufacturer or other third party that is allocated to reduce and/or wholly or partially satisfy a Member's cost -sharing obligation for a Covered Drug shall not be considered a "Rebate" for the purposes of Rebate payments to Employer but may be included when reconciling CHL1C's performance against any Rebate minimum guarantee set forth in this Agreement. (4) For percentage -based sharing arrangements, the percentage share payment of Rebates shall not include the payment of any Rebates received, if any, for Run -Out Claims, 340b Claims, Medical Specialty Claims, Direct Member Reimbursement Claims, Reversed Claims. and Compound Claims. (5) The Rebate payment commitments, including any minimum or fixed dollar guarantees, if any, set forth in this Schedule of Financial Charges are, among any other conditions communicated in this Agreement or otherwise in writing to Employer, contingent on the availability of Rebates to CHLIC and Employer's Pharmacy Benefit applying a 30-day supply limit for Specialty Drugs. and standard days' supply limits. (b) Rebate Guarantees are raid on a per Brand Claim Basis regardless of days supply - Timid of Rebate Pay -Out: Remittance will be provided within ninety (90) days after the close of each applicable calendar quarter for the portion of such calendar quarter that coincides with the Plan Year. 08/04/2023 29 DocuSign Envelope ID: 9FD1FBA1-AE6846F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach REBATE PAYMENT EXCLUSIONS The Rebate Guarantee payment obligations set forth in this Schedule of Financial Charges shall exclude the following types of claims and/or products: - Claims paid pursuant to a Dispense as Written (DAW) 5 code. - Direct Member Reimbursement Claims. - Vaccines. - Compound Drugs. - Claim reversals. - Products identified as prescriptions covered under the federal 340E drug pricing program. Employer shall be solely responsible for ensuring that any pharmacy affiliated with or operated by Employer or its affiliate, such as an in-house pharmacy, systematically identifies 340B prescriptions on Claim transactions administered by CHLIC. If such pharmacy fails to systematically identify 340B prescriptions on Claim transactions submitted to CHLIC, then CHLIC may withhold all Rebates, or modify any minimum or fixed dollar Rebate guarantee, otherwise attributable to utilization at such pharmacy. Run -Out Claims. Rebate guarantee reconciliation calculations will not include member -submitted coupon copay assistance. For the avoidance of doubt and clarity, any type of Paid Claim not excluded in this Agreement shall be considered included in the Rebate Guarantees stated above GENERIC DISPENSING RATE Retail The number of covered Retail Equivalent Generic Drug Claims (including single -source Included at No generics notwithstanding any other provision herein) divided by the total number of all Additional Cost covered Retail Equivalent Brand Drug Claims and covered Retail Equivalent Generic Drug Claims dispensed to Members under the Plan's Pharmacy Benefit by CHLIC's contracted Retail Pharmacies during the applicable annual period, expressed as a percentage, will equal or exceed 90.201/o ("Target Retail GDR") during the applicable annual period. Supplies, such as diabetic testing supplies, dispense as written claims, over the counter products, vaccines, compounds, and Specialty Drug Claims, are not considered Retail Equivalent Generic Drug Claims or Retail Equivalent Brand Drug Claims and will be excluded from the calculation. If the actually achieved GDR with respect to covered Retail Equivalent Brand Drug Claims and covered Retail Equivalent Generic Drug Claims dispensed by CHLIC's contracted Retail Pharmacies falls below the applicable Target Retai: GDR, CHLIC will pay Employer a dollar -for -dollar adjustment for each percentage point by which the actually achieved GDR falls below the applicable Target Retail GDR, up to an aggregate maximum 08/04/2023 30 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach payment of S260,000.00. A shortfall in achieving the Target Retail GDR will be offset by an overage in achieving the "Target Mail GDR (assuming :his Agreement includes a separate Target Mail GDR), before any penalty is determined with respect to the Target Retail GDR shortfall. -Retail Equivalent Claims" shall mean a method for counting claims, where claims with days' supply equal to or less than thirty-three (33) are counted as one claim and claims with days' supply equal to or greater than thirty -tour (34) are counted as the number of days' su 1 divided by thirty (30). Mail The number of covered Retail Equivalent Generic Drug Claims (including single -source Included at No generics notwithstanding any other provision herein) divided by the total number of all Additional Cost covered Retail Equivalent Brand Drug Claims and covered Retail Equivalent Generic Drug Claims dispensed to Members under the Plan's Pharmacy Benefit by CHLIC's Mail Service Pharmacy during the applicable annual period, expressed as a percentage, will equal or exceed 86.30% ("Target Mail GDR") during the applicable annual period. Supplies, such as diabetic testing supplies, dispense as written claims, over the counter products, vaccines. compounds, and Specialty Drug Claims, are not considered Retail Equivalent Generic Drug Claims or Retail Equivalent Brand Drug Claims and will be excluded from the calculation. if the actually achieved GDR with respect to covered Retail Equivalent Brand Drug Claims and covered Retail Equivalent Generic Drug Claims dispensed by CHLIC's Mail Service Pharmacy falls below the applicable Target Mail GDR, CHLIC will pay Employer a dollar - for -dollar adjustment for each percentage point by which the actually achieved GDR falls below the applicable Target Mail GDR, up to an aggregate maximum payment of SIS.000.00. A shortfall in achieving the Target Mail GDR will be offset by an overage in achieving the Target Retail GDR (assuming this Agreement includes a separate Target Retail GDR), before any penalty is determined with respect to the Target Mail GDR shortfall. "Retail Equivalent Claims` shall mean a method for counting claims, where claims with days' supply equal to or less than thirty-three (33) are counted as one claim and claims with days' supply equal to or greater than thirty-four (34) are counted as the number of days' supply divided by thirty 30). PHARMACY VACCINE PROGRAM Notwithstanding anything to the contrary in this Agreement or otherwise, the following terms and conditions shall apply to the administration of vaccines by CHLIC under the Cigna Pharmacy Program. Vaccine Claims will adjudicate at the lower of the U&C Charge or the amounts shown in the Vaccine Pricing Schedule below. For Vaccine Claims. the U&C Charge shall be the retail price charged by an in -network participating retail pharmacy for the particular vaccine. including 08/04/2023 11 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach administration and dispensing fees, in a cash transaction on the date the vaccine is dispensed as reported to CHLIC by the in -network participating pharmacy. "Vaccine Claim" means a claim for a Covered Drug which is a vaccine. Notwithstanding anything to the contrary in this Agreement or otherwise, all Vaccine Claims shall be excluded from the calculation, measurement, and payment of any and all financial guarantees, including but not limited to rebate guarantees, ingredient cost guarantees, and dispensing fee guarantees set forth in this Agreement. CHLIC reserves the right to revise and modit} the Vaccine Pricing Schedule below, including but not limited to revising or adding an additional Pharmacy Vaccine Administration Fee or Vaccine Program Fee, based on changi-tg market dynamics; the entrant of new vaccines, or changes in law or interpretation of law_ Vaccine Pricing Schedule fo the extent. if any, Employers Schedule of Financial Charges includes a Pharmacy Administrative Fcc charged on a per prescription basis, then such tee shall apply for Vaccine Claims Retail Pharmacy Retail Pharmacy Member Submitted INFLUENZA ALL OTHER VACCINES Vaccine Claims Pharmacy Vaccine Pass -Through Pass -Through Submitted amount Administration Fee (Capped at S15 per in -network (capped at $20 per in -network Vaccine Claim) Vaccine Claim) Ingredient Cost Retail Pharmacy Ingredient Cost as Retail Pharmacy Ingredient Cost as set forth in Submitted amount set forth in this Agreement this Agreement Dispensing Fee Retail Pharmacy Dispensing Fee as Retail Pharmacy Dispensing Fee as set forth in Submitted amount set forth in this Agreement this Agreement Vaccine Program Fee $2.50 per vaccine claim N/A 08/04/2023 32 DocuSign Envelope ID: 9FD1FBA1-AE68r46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach MARKETCHECK On an annual basis, Employer or its designee may provide CHLIC with a written comparison, prepared by an independent pharmacy benefit management consultant, for pharmacy benefit management services offered by a third party PBM provider which includes and takes into account similar plan design, formulary exclusions, clinical and trend programs, retail pharmacy, mail pharmacy, and specialty pharmacy mix and utilization, size, demographics, and other relevant factors necessary to provide an appropriate comparison ("Employer's Current Market Price"i. In evaluating whether Employer's Current Market Price is comparable to pricing CHLIC offers Employer under the terms of this Agreement, CHLIC will validate that, at a minimum, price points used in determining Employer's Current Market Price were selected from benchmark plans that satisfy the comparable Employer Current Market Price factors listed herein. Employer's Current Market Price shall be evaluated on the basis of a total, aggregate comparison of the pricing terns offered by a single vendor to a single plan, and not on the basis of individual or best price points available from multiple vendors to a single plan or a single vendor to multiple plans. A copy Employer's Current Market Price analysis prepared by the consultant will be submitted to both Employer and to CHLIC. The consultant will also provide a reasonably detailed description of the methods and assumptions used in the analysis including the methods and assumptions related to the calculation of the individual pricing components and the Net Plan Costs, as defined below. CHLIC shall have a reasonable opportunity (i.e., not less than twenty (20) business days after all information necessary to perform the analysis is received) to evaluate Employer's Current Market Price. In a format specified by CHLIC, Employer, or its designee, shall provide any information necessary for CHLIC to validate Employer's compliance with the terms of this Section including, but not limited to, relevant details about any benchmark plans Employer relied upon in selecting any price points)/financial guarantees used to determine Employer's Current Market Price or Net Plan Cost. If the Parties agree that the comparison analysis concludes that Employer's Current Market Price would yield an annual X percent (3%) or more savings of "Net Plan Costs" (with Net Plan Costs defined as the sum of the cost of Covered Drugs, dispensing fees, and claims Administrative Fees, less Rebates received by Employer) under the Agreement, then the Parties shall negotiate in good faith a modification of the pricing terns herein. The revised pricing terms will become effective on the first day of the Plan Year following the issuance of the report or sixty (60) days following a fully executed amendment or agreement memorializing the revised pricing terms, whichever is later. The market check shall be at Employer's expense, except that CHLIC shall be responsible for its costs related to responding to the market check. 08/04/2023 33 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach PHARMACY MANAGEMENT FUND ("PMF") CHLIC will provide Employer up to S30,000.00, to reimburse Employer the actual, fair market value of expense items and services related to transitioning, implementing and administering the pharmacy benefit initially and throughout the term of the Agreement. The foregoing reimbursement is subject to submission of adequate documentation to support reimbursement within one hundred -eighty (180) days of incurring the applicable expense. All reimbursement under the PMF is subject to CHLIC's standard PMF business practices for all clients Employer represents and warrants that: (i) it will only request reimbursement under the PMF for its actual expenses incurred in transitioning, implementing, and administering the pharmacy benefit managed by CHLIC hereunder, and/or the additional clinical or other similar program provided by CHLIC throughout the Plan Year; (ii) that the applicable service, item, or program was actually performed or provided; (iii) the amount of the reimbursement is equal to or less than the reasonable fair market value of the actual expenses incurred by Employer; (iv) it will notify and disclose the amount and the terms of any PMF reimbursements to Members and o*her third parties to the extent required by applicable laws and regulations. In addition, if the Employer and the Plan are subject to ERISA, Employer represents and warrants that it will only request reimbursement under the PMF for items or services for which Employer, in the absence of the PMF, would be allowed reimbursement from the Plan (i.e., not "settlor functions"). Employer shall comply with all applicable federal and state requirements, including, but not limited to, all applicable federal and state reporting requirements with respect to any expense, item or service reimbursed under this section. CHLIC reserves the right to periodically audit the books and records of Employer on -site, during normal business hours and after giving reasonable advance notice, for the purposes of verifying Employer's compliance with the PMF requirements set forth in this Agreement. CHLIC intends to amortize the PMF over the Plan Year for pharmacy services on a straight-line basis. In the event of a termination of this Agreement for any reason other than CHL1C's uncured material breach prior to the expiration of the initial term, Employer will reimburse CHLIC an amount equal to any paid but unamortized portion of the PMF. Reimbursement to CHLIC by Employer pursuant to this Section will not be in lieu of any other rights or remedies CHLIC may have in connection with the termination of this Agreement, including monetary or other damages. PMF reimbursements shall not be paid prior to the Effective Date of this Agreement and are not payable until this Agreement is executed. Employer will have no right to interest on, or the time value of, any PMF, and unused funds shall be retained by CHLIC. 09/04/2023 34 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach CIGNA HOME DELIVERY PHARMACY DISCLOSURE Product Charge Cigna Home Specialty drugs dispensed by Cigna Home Delivery Phzrmacy and administered under the The drug's charge under Delivery Pharmacy Plan's medical benefit. a national specialty drug (a CI-ILIC affiliated discount schedule that company(ies)) "Cigna Home Delivery Pharmacy' means a duly licensed pharmacy operated by CHLIC or generates a 19.00% its affiliates, where prescriptions are filled and delivered via the mail service. Cigna Home annual average aggregate Delivery Pharmacy may maintain product purchase discount arrangements and/or fee -for- discount off AWP across service arrangements with pharmaceutical manufacturers and wholesale distributors. Cigna specialty drug claims Home Delivery Pharmacy contract for these arrangements on its own account in support of dispensed at Cigna Home its pharmacy operations. These arrangements relate to services provided outside of this Delivery Pharmacy to Agreement and other pharmacy benefit management arrangements and may be entered into CHLIC's self -funded and without regard to whether a specific drug is on one of the formularies that CHLIC offers to insured group -client entities like Employer that sponsor group health plans. Discounts and fee -for -service book of business. payments received by Cigna Home Delivery Pharmacy are not part of the administrative fees or other charges paid to CHLIC in connection with CHLIC's services hereunder. This provision shall survive termination or ex iration of the Agreement, FEES FOR PROCESSING RUN -OUT CLAIMS OAPIN Run -Out Period of twelve (12) months The sum of the last two (2) months of billed fees and OAP CHLIC shall not be required to process Run -Out Claims until it has received full payment of applicable to the the required fees. terminated (i) Agreement, (ii) Plan benefit option or (iii) Member eli ibility. CHLIC MEDICAL COST CONTAINMENT FEES CHLIC administers the programs listed below to contain costs with respect to cha-ges for health care service/supplies that are covered by the Plan (the "Cost Containment Programs"). In administering these Cost Containment Programs, CHLIC may contract with vendors to perform various tasks related to the Cost Containment Programs. These Cost Containment Programs include services that are performed on claims that are subject to the federal No Surprises Act and are not otherwise subject to state law ("NSA Services"). CHLIC's charge for administering a Cost Containment Program is the applicable -Dercentage indicated in the table below of the: 0&04; 2023 35 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach I) "gross savings" (i.e., the difference between the charge the provider made and the allowable amount resulting from the Cost-Containme Program); 2) -net savings" (i.e., the gross savings less the applicable vendor charge); or 3) "gross recovery" (i.e., the amount recovered as a result of the Cost -Containment Program). CHLIC will make a per claim charge to the Bank Account that includes both CHLICs applicable Cost Containment Program charge, as shown in the Sections A through C of the table below, and the applicable vendor charge. CHLIC will pay the vendor its charge. For charges for covered services received from a non -Participating Provider (including NSA Services and emergency/urgent care services that are covered at the in -network benefit level), CHLIC may apply discounts available under agreements with third parties or through negotiation of the non -Participating Provider's charges whether on a claim -by -claim basis or in advance of services being rendered ("Discounts"). The programs for obtaining the Discounts are identified in Section A and Section B of the table below. CHLIC's per claim charge for administering the programs listed in Section A and Section B of the table below plus any per claim vendor charges associated with those programs shall not exceed $30,000.00 per claim. Vendor charges for the programs listed in Section A and Section B of the table generally range from 5-11% of gross savings. Specific rates charged by vendors for the programs in Section A and Section B of the table are available upon request, subject to execution of a mutually agreed upon non -disclosure agreement to protect the proprietary vendor information from unauthorized use/disclosure. The administration of charges for covered services from non -Participating Providers described above and in Section A and Section B of the table below is consistent with the claim administration practices with respect to CHLIC's own health care insurance business, unless state law requires otherwise. A. Cost Containment for Services/Supplies that are not NSA Services For services/supplies that are not NSA Services. applying the Discounts may result in higher payments than if the maximum reimbursable charge is applied. Whereas application of the maximum reimbursable charge may result in the patient being balance billed for the entire unreimbursed amount, applying the Discounts may avoid balance billing and substantially reduce the patient's out-of-pocket cost. If no Discount is available or negotiated, reimbursement will be based upon: (i) If charges are not subject to CHLIC's benefit enhancement policy — the plan's maximum reimbursable charge (in which case the patient may be balance billed by the non -Participating Provider if the provider's charge exceeds the plan's maximum reimbursable charge); or (ii) If charges are subject to CHLIC's benefit enhancement policy —depending upon the Employer's election: 08/04/2023 36 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach a. the amount of the non -Participating Provider's billed charge not exceeding the greater of a ClILIC determined percentage of the Medicare allowable amount (the 80th percentile of the reasonable and customary charge if there is no Medicare allowable charge) or the amount required by state or federal law (in some instances, the patient may be balance billed by the non -Participating Provider if the provider's charge exceeds such amount), or b. the provider's billed charge. Non -Participating Provider Cost Containment Programs for Services/Supplies that are out NSA Services l . Network Savings Program 29% of net savings 2. Supplemental Network 29% of net savin 3_ Medical Bill Review - (Pre -payment Cost Containment for Non -contracted claims): Inpatient Hospital Bill Review . Professional Fee Negotiation 29% of net savings Line Item Analysis Re -pricing Lesser of 5% ofhospital bill or the gross savings achieved Outpatient Hospital Bill Review . Professional Fee Negotiation 29% of net savings • Line Item Analysis Re -pricing 29% of net savings PhysicianiProfessional Bill Review • Professional Fee Negotiation 29% of net savings . Line Item Analysis Re -pricing 29% of net savings d. For employers that are subject to state laws providing protections from surprise bills: 29% of net savings Payment based on amounts other than Network Savings Program. Supplemental Network. and Medical Bill Review. These payments include amounts determined through negotiation or independent dispute resolution under state law. (The charges indicated in the column to the right include the fees charged by government departments or agencies for administering the 08/04/2023 37 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach independent dispute resolution process and the fees charged by entities conducting independent dispute resolution.) B. Cost Containment for NSA Services For NSA Services, CHLIC will issue initial payments at amounts determined by CHLIC or its vendors ("Initial Allowed Amount"). fhe Initial Allowed Amount may be based on Discounts and may be higher than, equal to, or lower than the qualifying payment amount, as calculated by CHLIC ("QPA"). Patient cost -share will be based on the lower of the QPA, the non -Participating Provider's billed charges, the amount determined by CHLIC to be required by state law (if applicable), or the Initial Allowed Amount. Patient cost -share will not increase as a result of negotiations or independent dispute resolution determinations under the No Surprises Act. If additional payment above the initial Allowed Amount is owed as a result of negotiations or independent dispute resolution under the No Surprises Act, CHLIC. as agent for the Employer, shall make Bank Account Pavments from the Bank Account in the amount of such additional payment. Non -Participating Provider Cost Containment Programs for NSA Services 1. Network Savings Program 29% of net savings 2. Supplemental Network 29%, of net savings 3. Medical Bill Review — (Pre -payment Cost Containment for Non -contracted claims): Inpatient Hospital Bill Review • Professional Fee Negotiation 29% of net savings • Line Item Analysis Re -pricing Lesser of 5% of hospital bill or the gross savings achieved Outpatient Hospital Bill Review • Professional Fee Negotiation 29% of net savings • Line Item Analysis Re -pricing 29% of net savings Pbysician/Professional Bill Review Professional Fee Negotiation 29% of net savings • Line Item Analysis Re -pricing 29% of net savings 08/04/2023 38 DocuSign Envelope ID. 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach 4. Payment based on amounts other than Network Savings Program. Supplemental Network, and 29% of net savings Medical Bill Review. These payments include amounts determined through negotiation or independent dispute resolution under the No Surprises Act. (The charges indicated in the column to the right include the fees charged by government departments or agencies for administering the independent dispute resolution process and the fees charged by entities conducting independent dispute resolution.) C. Other Cost Containment Programs 1. Clinical Complex Claim Review — (Pre- or Post -payment Cost Containment for Non - contracted and Contracted claims): Bill Audit 29% of the gross savings/gross recovery achieved plus hospital fees or expenses passed through Diagnosis Related Grouping (DRG) Validation/Audits and Recovery. An overpayment audit 29% of gross and recovery program in which CHL1C or its vendors review paid claim data to identify savings/gross overpayments based on inaccurate DRG coding. recovery plus any fees or expenses passed through by the hospital or regulatory a enc Medical Implant Device Audits 29% of the gross savings/gross recovery 2. COB Vendor Recoveries [Exclusive of pharmacy programs where claims are adjudicated at 29% of the gross time prescription is received.] recover 3. Secondary Vendor Recovery Program 29% of the gross recovery 4. Provider Credit Balance Recovery Program 29% of the gross recover 08/04/2023 39 DocuSign Envelope ID:9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach 5. High Cost Specialty Pharmaceutical Audits (this service is only provided with respect to 29% of the gross Medical coverage) recovery 6. Eligibility Overpayment Recovery Vendor Services. Identification and recovery of funds in 29% of the gross situations where the overpayment is due to the late receipt of Member termination recovery information. This service is only provided with respect to Medical covers 7. Class Action Recoveries 35% of the gross recovery 9. Subrogation/Conditional Claim Payment. )dentificat.on, investigation and recovery of claim 5% of the gross payments involving other party liability or where another entity is responsible for payment recovery plus (including by way of example but not by limitation automobile insurance, homeowner litigation costs if insurance. commercial property insurance, worker's compensation). (This service is only counsel is retained provided with respect to Medical coverage.) and an appearance is filed on behalf of CHLIC or Employer in anv litigation, or a lawsuit is filed on their behalf, 29% of the gross recovery if no counsel is retained and in all other instances, including cases where state law requires that employee benefit plans be named as party defendants or involuntary plaintiffs. 08/104/2023 40 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach CHLIC PHARMACY COST CONTAINMENT FEES CHLIC administers the following programs to contain costs with respect to charges for health care service/supplies that are covered by the Plan. In administering these programs, CHLIC contracts with vendors to perform program related services. CHLIC's charge for administering these programs is the percenta a (indicated below) of the "recovery" (i.e. the amount recovered) or percentage of**program savin s" . as applicable. I- Pharmacy Vendor Recoveries. CHLIC performs periodic audits of contracted pharmacies in 30.00% of recovery order to determine the accuracy of payments to the pharmacy(ies). CHL1C's recovery vendor collects and remits to CHLIC all overpayments to pharmacy(ies), and CHLIC remits to the Bank Account the balance collected from the recovery vendor, less the recovery fee set forth herein. 2 Clacc Action Recoveries CHI,.I(: identifies, monitors and may (but is not required to) 35.00% of recovery participate, on behalf of Employer, in class action lawsuits or similar legal proceedings against pharmaceutical manufacturers, including, without limitation, lawsuits alleging legal or equitable claims like fraud, anti-trust violations, or unfair trade practices by a manufacturer. As pan of this authority, CHLIC may participate in a settlement, exclude Employer from a settlement and/or otherwise represent Employer's interests outside the settlement. CHLIC collects and retains as a recovery fee set forth herein of any recovery (net of attorneys' fees) attributable to Employer's Plan. 3. SaveOnSP Program. A Member cost share program available when the Employer makes plan 25.00% of program design changes to certain, designated covered prescription drugs as non -essential health savings plus any benefits and establishes Member cost share at amounts that allow for receipt of manufacturer- applicable tertiary supported patient copay assistance. The program fee shall be charged to the Bank Account cost share and measured and calculated based on the program's standard savings methodology. Payment of program fees shall be invoiced on a monthly, incurred basis. Additional terms and conditions of the SaveOnSP program are set forth in the attached SaveOnSP Appendix C. ADVANCED CELLULAR THERAPY PROGRAM Advanced Cellular The Advanced Cellular Therapy Program (ACT) is an enhanced network benefit solution Therapy Program designed to manage the high cost of advanced cellular therapies (e.g. CAR T-cell therapy). This program delivers predictability, clinically appropriate care and maximizes affordability by leveraging a specially selected provider network, with benefit language that includes a travel benefit and a dedicated care management team to support Participating Members receiving these therapies. 08/04/2023 41 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for Cite of Miami Beach For all in -network medical claims covered under the ACT Program at an existing ACT participating provider, Employer shall pay CHLIC (who in turn will pay the rendering ACT participating provider) a Guaranteed Price for the covered advanced cellular therapy. The Guaranteed Price shall equal the Average Wholesale Price (AWP) of the covered advanced cellular therapy minus 10% and will be charged to the Bank Account. Guaranteed Price for the covered advanced cellular therapy (ACT) I AWP minus Employer understands and agrees that the amount paid by CHLIC for the therapy may or may not be equal to the Guaranteed Price charged to Employer and CHLIC will absorb or retain j any difference. There are related costs for Participating Members receiving these therapies that will be paid as I covered services according to the Plan. CARE MANAGEMENTJCOST CONTAP.HMENT PROGRAM FEES CHLIC arranges for third parties to provide care management services to: Specific vendor fees and care management (i) contain the cost of specified health care services/items overall with respect to all plans insured and/or administered by CHLIC, and/or program services are available upon (ii) improve adherence to evidence based guidelines designed to promote patient safety and request. efficient patient care. Charges for these services will be processed through the Bank Account. Medical Management (inclusive of Medical Necessity Review) of Chiropractic services. :National Average is 50.16 PMPM, rates vary by market and are available upon request. In addition to such third parties, CHLIC has arranged for an atiiliale, eviCore, to provide the following care management/cost-containment programs: 08/04/2023 42 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Pre -certification of coverage of radiation therapy services. S912.00 per episode of care (EOC) Pre -certification of coverage of diagnostic cardiology services. (If Employer has elected Basic $0.19 PM I'M Standard Medical Management (.see Administration Charges section above) this program and charge is not applicable to that membership). Pre -certification of coverage of medical oncology services. S1,050.00 per episode of care EOC Pre-cenii7cation of coverage of musculoskeletal therapy services (If Employer has elected $0.40 PMPM Basic Standard Medical Management (see Administration Charges section above) this program and charge is nat applicable to that membership)_ Services related to the coverage of high tech radiology which may include pre -certification. Fee reimbursement method and rates may In certain instances, the Plan will pay eviCore a fee on a per member/per month basis for vary by market and pre -certification, arranging care, and other services that eviCore may render. Such are available upon reimbursement will be in addition to the amount that the Plan pays to reimburse the request. provider through which eviCore arranged for the provision of the service or supply, which will be based on eviCore's contracted rate with that provider. in such instances, Plan Benefits and member cost -share will be determined based on the rate that eviCore contracted to pay the provider for the provision of -he service or supply. (If Employer has elected Basic Standard Medical Management (see Administration Charges .section above) this program and a charge is not applicable to that membership). eviCore may also charge for services related to the provision of high tech radiology as described below in "Other Vendors and Health Care Services Providers." Pre -certification of coverage of gastroenterology services. (If Employer has elected Basic S0.09 PMPM Standard Aledical Management (see Administration Charges section above) this program and charge is not applicable to that membership). Pre -certification of coverage for appropriate setting of caretservice for high tech radiology No more than S0.20 services (If Employer has elected Basic Standard Medical .Management (see Administration PMPM. Billing method may vary b 08/04/2023 43 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Charges section above) this program and charge is not applicable to that membership). market and is available upon request. Pre -certification of coverage for appropriate setting of care/service for certain medical 30.00% of shared oncology drugs (redirection may be to Accredo, a CHLIC affiliate). savings (where savings is derived from the difference between drug dose cost at higher cost provider initially requested and drug dose cost at lower cost provider). Fee shall not exceed S5,000.00 per dose for a maximum of three doses resulting in a maximum total of S15,000.00. Note: CHLIC may retain a portion of the shared savings fee before reimbursing eviCore. Pre -certification of coverage of sleep management services. (If Employer has elected Basic $0.11 PMPM Standard Medical Management (see Administration Charges section above) this program and charge is not applicable to that membership). Network management and care coordination of coverage of home health, durable medical S0.31 PMPM equipment and home infusion services. CHLIC may revise charges/fees by giving Employer at least sixty (60) days' prior written notice. 08/042023 44 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach EXTERNAL REVIEW AND CONSULTATIVE REVIEW FEES When a Member elects an External Review (as that term is defined in the Patient Protection $50041,500 Per and Affordable Care Act (PPACA)) of a benefit determination by an independent third party, Review the cost of a specific third party review is dependent on the nature and complexity of the issue on appeal. Third party review charges will be commensurate with the level of expertise necessary and the time required to complete the review. STRATEGIC ALLIANCES CHLIC contracts directly or indirectly with other :managed care entities and third party All Medical Products network vendors for access to their provider networks and discounts. These third parties charge a network access fee, which is included in CHLIC's monthly charges, as a result of the application of their discounts. Additional details regarding specific charges will be provided upon request. OTHER VENDORS AND HEALTH CARE SERVICES PROVIDERS The fixed per person per period and/or fee -for -service charges that CHLIC has directly or All Products indirectly negotiated with Participating Providers for in -network health care services and/or supplies will be charged to the Bank Account and will be used in calculating any applicable j Member cost -sharing. In addition, performance -based payments to Participating Providers will be charged to the Bank .Account. Such payments will be at the payment rates then in effect, which may be amended from time to time. For certain types of specialty care, including. but not limited to, home health care, durable medical equipment, sleep management, high tech radiology, chiropractic care, acupuncture, physical medicine (such as physical and occupational therapy), speech therapy, orthotics and prosthetics, implants, and hearing, in certain markets CHLIC may contract with various third parties and/or affiliated companies, including eviCore, ("Specialty Vendors') to arrange for the provision of care through their own networks of health care providers on a fee-fbr-service basis. In addition to arranging for care through their own networks of providers, these Specialty Vendors may also provide additional services, including utilization management services and case management services designed to (i) improve adherence to coverage guidelines; and (ii) contain overall healthcare costs to the Plan. Specialty Vendors are included within the definition of "Participating Provider" set forth !n this Agreement and in any benefit booklet covering the Plan. When care is arranged through a Specialty Vendor's network of providers, the form of 08 04-021 45 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach reimbursement to the Specialty Vendor will be through one of the following methods: • Fee -For -Service Payment: In certain instances, the Plan will pay the Specialty Vendor rather than the treating provider on a fee -for -service basis as a claim for Plan Benefits. The Specialty Vendors' fee -for -service charges may be higher than the amounts that the Specialty Vendor contracts to pay the provider for the provision of any particular service or supply, and some portion of the Specialty Vendor's charges may be attributable to the services that the Specialty Vendor provides in addition to those services or supplies provided by the Specialty Vendor's network of providers, including any utilization management services and case management services. In such instances, Plan Benefits and member cost -share will be determined based on th: Specialty Vendor's charges according to Plan terms. • Administration Capitation Payment: In certain instances, the Plan will pay the Specialty Vendor a fee on a per member/per month basis for arranging care and other services that the Specialty Vendor may render. Such reimbursement will be in addition to the amount that the Plan pays to reimburse the provider through which the Specialty Vendor arranged for the provision of the service or supply, which will be based on the Specialty Vendor's contracted rate with that provider. In such instances, Plan Benefits and member cost -share will be determined based on the rate that the Specialty Vendor contracted to pay the provider for the provision of the service or supply. • All -Inclusive Capitation Payment: In certain instances, the Plan will pay the Specialty Vendor a fee on a per member/per month basis that covers (i) the services that the Specialty Vendor may render, including arranging care, and (ii) the fees charged by the provider through which the Specialty Vendor arranged for the provision of the service or supply. In such instances, Plan Benefits and member cost -share will be determined based on the rate that the Specialty Vendor contracted to pay the provider for the provision of the servicx or supply. CHLIC's arrangements with Specialty Vendors are subject to change at any time, and upon request, additional information can be provided that identifies current Specialty Vendors. their area of specialty(ies), whether they are CHLIC affiliates, and the form of payment that they currently receive. Notwithstanding the terms of the Plan, CHLIC shall not administer Member cost -sharing with All Products respect to charges made by Cricket Health, Inc. for its personalized. evidence -based approach(excluding HSA 0&/04/2023 46 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach to managing chronic kidney disease and end -stage renal disease for clinically eligible Members in CA and such cost -sharing expenses shall, instead, be reimbursed by the Plan (not applicable if Em to er has opted out), Products) NOTICE REGARDING PAYMENTS FROM THIRD PARTIES Rebate and Other CHLIC or its affiliates may contract with pharmaceutical manufacturers or other third parties All Pharmacy Remuneration for Rebates, Manufacturer Administrative Fees, and other remuneration on its or their own Products Disclosure (Pharmacy) behalf and for its and their own benefit, and not on behalf of Employer or the Plan. Accordingly, unless otherwise specified in this Schedule of Financial Charges, CHLIC and its affiliates retain all right, title and interest to any and all actual Rebates, Manufacturer Administrative Fees, and other remuneration received from manufacturers or other third parties, neither Employer, its Members, nor Fmployer's Plan retains any beneficial or proprietary interest in any such remuneration, which shall be corsidered pan of the general assets of CHLIC and its affiliates. As an example of the remuneration other than Rebates or Manufacturer Administrative Fees that CHLIC or its affiliates may earn, CHLIC or its affiliates may also directly or indirectly earn from pharmaceutical manufacturers remuneration in connection with value payments and/or services that CHLIC provides to Employer ("Value -Based Payments"). Notwithstanding anything in this Agreement to the contrary, any Value -Based Payments earned by CHLIC or its affiliates are separate and apart from any Rebates or Manufacturer Administrative Fees that CHLIC or its affiliates directly or indirectly earn from pharmaceutical manufacturers, and CHLIC and its affiliates may retain any Value -Based Payments it earns. As examples of -..he value payments and/or services that CHLIC may provide to Employer in connection with Value -Based Payments that CHLIC or its affiliates may earn, CHLIC may provide care management or related services to Employer and%or remit to Employer monetary credits if Members discontinue therapy on certain pharmaceutical products. Information regarding any services, and/or monetary credits or other financial value, for which Employer may be eligible with respect to specific pharmaceutical products or therapeutic classes/conditions, includ ng the products for which monetary credits or other financial value may be available to Employer, the amount of that value. and other payment terms, is available upon request. Any value payments and/or services provided by CHLIC to Employer are subject to change or termination by CHLIC as the value program(s), if any, offered by CHLIC change(s) or terminate(s). Information on the projected aggregate amount of such Rebates with respect to the Plan 08/04/2023 47 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Pharmacy Benefit will be provided upon request. This provision shall survive termination or expiration of the Agreement. Rebate and Other CHLIC may directly or indirectly receive and retain payments under contracts with All Medical Products Remuneration pharmaceutical manufacturers or third parties with respect to Members' utilization of the Disclosure (Medical) manufacturer's products covered under the Employer's Plan medical benefit. These payments may include rebates, service fees (e.g. administrative fees), or other remuneration. CHLIC directly or indirectly contracts with pharmaceutical manufacturers or other third parties for any remuneration on its own behalf, based on its bock of business, and for its own benefit, and not on behalf of Employer or the Plan. Accordingly. CHLIC retains all right, title and interest to any and all such remuneration received from manufacturer; neither Employer, its Members, nor Employer's Plan retains any beneficial or proprietary interest in any such remuneration, which shall be considered pan of the general assets of CHLIC. This provision shall survive termination or expiration cf the Agreement. Implementation/Referral From time to time, CHLIC, directly or through its affiliates, arranges with third parties (e.g., All Products Fee Disclosure service vendors, provider network managers) to provid: various services (e.g., cost - containment services or health care services) in connection with the Plan. CHLIC and its affiliates may receive payments from such third parties to help defray CHLIC's expenses associated with its implementation and/or ongoing administration of these arrangements or as a reimbursement for services or network access provided to such parties by CHLIC. CHLIC may also receive compensation from third -party vendors that Employer may retain based upon a referral from CHLIC or that Members may utilize following an introduction facilitated by CHLIC or an affiliate. CHLIC may also receive: network administration fees from some providers participating in its provider network, credits from banks on balances in accounts utilized to administer claims, non -material incidental compensation/benefns from other source as a result of administering the Plan. u8/ 04/2023 48 DocuSign Envelope ID: 9FD1FBA1-AE6846F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach COMPLIANCE ASSISTANCE CHLIC shall provide the following services to assist Employer in meeting its compliance obligations under section 2715 of' the Public Health Service Act as added by the Patient Protection and Affordable Care Act and applicable regulations with respect to the provision of the Summary of Benefits and Coverage ("SBC"1, translation notice and glossary. Applicable to all medical plans including HRA and FSA which are considered "group health plans" subject to the SBC requirements. I . Preparation of SBC, translation notice. CHLIC will not be responsible for any changes that No charge Employer makes to the SBC. 2. Provide SBC, translation notices prepared by CHLIC to Employer electronically as well as No charge any updates or material modifications. 3. Include in SBC a summary of benefits administered by carve -out vendor if Employer or S500 for each benefit carve -out vendor provides CHLIC with necessary carve -out benefit information at least option under the Plan twelve (12) weeks prior to the date the SBCs are to be 3elivered to Employer. for which carve -out vendor benefits are included in SBC ADDITIONAL SERVICES ,d Service Description Charge Third Party Individual CHLIC will provide its standard individual stop loss third party reporting package only after For OAPIN Stop Loss Interface Fee the stop loss carrier and Employer have executed CHLIC's standard hold harm less/confidentiality agreement. CHLIC's standard individual stop loss reporting package and OAP Products: is based on paid claim data only (documentation and information, including but not limited to, incurred -but -not -paid claims, projected claims, pre -certifications of coverage, case S0.69/employee/month management records and notes, course of treatment or prognosis, and internal audits will not be provided). Employer should be aware that third party stop loss coverage may result in a difference of reimbursable claims under the stop loss carrier's policy versus payable covered services under the medical benefit plan. Behavioral Health Access to inpatient and outpatient behavioral health services and focused utilization review For OAPIN and case management for both inpatient and outpatient, in -network behavioral health services. When applicable, only to Members in CA/V1. and OAP Products: Included in Medical 08/04/2023 49 DocuSign Envelope ID 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Access Fee Pharmacy Clinical inM nd - is a clinically -based Member and provider comprehensive behavioral health Included at No Program(s) program that includes regular retrospective review of pharmacy and medical claim data to Additional Cost identify certain "at risk" (i.e., members with complex psychiatric conditions using multiple psychotropic medications) member utilization pattern to help both members and providers better recognize, treat and support mental and behavioral health conditions. Narcotics Theraay Manaeement - is a clinically -based provider program that consists of a quarterly, retrospective review of pharmacy and medical claims data which helps to identify those individuals with utilization patterns that may be indicative of risk of substance abuse, overdose, or diversion. Pharmacy Utilization Essential Packa¢e - a utilization management program under which some pharmaceutical Included in Pharmacy Management Program products are subject to one or several coverage limitations, including prior authorization, step Administration Fee therapy and/or quantity limits. Under a prior authorization requirement, the requested drug is generally reviewed for clinical appropriateness based on the intended use in therapy. Under a step therapy requirement, the Member generally must try one or more preferred products, or demonstrate why trying the preferred product(s) would be clinically inappropriate, in order to obtain coverage for therequested drug. Clinical Program A targeted condition medication therapy management program in which CHLIC provides Included at No support for Members using specialty medications for certain chronic conditions and that are Additional Cost obtained or administered at retail pharmacies or outpatient, office or home health care settings. As part of the program, Members are counseled on their condition, medication side effects, and importance of adherence. For the sake of Jarity, if a specialty pharmacy affiliate of CHLIC provides therapy management for specialty medications the pharmacy dispenses to Members, then it does so in its capacity as a specialty pharmacy and not on behalf of CI IL1C; CHLIC does not exert direction or control over the pharmacists at any specialty pharmacy affiliate. SafeGuardRx Program A medication therapy management and cost containment program for select therapeutic Included at No conditions such as but not limited to oncology, inflammatory conditions, and multiple Additional Cost sclerosis and select drugs within therapeutic categories. This program seeks to help reduce drug therapy costs through its program offerings. For example, employers may qualify for the payment of discontinuation drug therapy credits and/or the reimbursement of drug therapy through drug cost caps. on select medications and therapeutic conditions. This program may 09/04/2023 50 DocuSlgn Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach also provide for Member outreach or counseling on select medications. Cl ILIC reserves the right to revise, modify, or terminate this program, in whole or in part, at any time. Additional and specific program information is available upon request. Your Ilealth First A proactive health education and improvement program for Members with a chronic For OAPIN condition. The program involves services that span across the Member's health needs. Behavioral coaching principles and evidence based medicine guidelines are utilized to and OAP Products: optimize self -management skills and foster sustained health improvements. Included in Medical Access Fee The program targets a chronic population at high risk for near term and future high cost medical expenses. Members are identified as having a chronic condition through a variety of sources which may include: claims data, referrals, and self -identification. A variety of resources is provided to those with a chronic condition, including access to online tools, personalized support, and targeted materials. The program includes the following components for those with a chronic condition: Chronic condition -specific coaching Pre- and post -discharge calls Lifestyle management coaching: stress, weight management and tobacco cessation Treatment decision support and coaching Transparency in CHLIC will make available an internet-based self-service tool for use by Members, as well as Included in Medical Coverage and certain data in machine-readable file format on a public website, as required under the Administration Fee Consolidated Transparency in Coverage rule. Members can access the cost estimator tool on myCigna.com. Appropriations Act.. Updated machine-readable files can be found on Cigna.com and/or CignaForF-mployers.com 2021 on a monthly basis_ Pursuant to Consolidated Appropriations Act (CAA), Section 106, CHLIC will submit certain air ambulance claim information to the Department of Health and Human Services (HHS) in accordance with guidance issued by HHS. Subject to change based on government guidance for CAA Section 204. CHLIC will submit certain prescription drug and health care spending information to HHS through Plan Lists 08/04/2023 51 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Files (P 1-P3) and Data Files (DI-D8) (D I-D2 for employers without integrated pharmacy product) aggregated at the Market Segment and State level, as outlined in guidance. Employer Fund(s) CHLIC shall establish the following fund(s) to assist the Employer in defraying certain Plan - related expenses. If CHLIC performs a service to be reimbursed by the fund, the fund amount shall be credited during the following settlement. If an external vendor provides the service to be reimbursed by the fund, an invoice from the vendor is required prior to application of fund amounts by CHLIC. Any fund shall be extinguished upon notice of termination of the Agreement and any fund amount not used prior to the notice of termination of the Agreement shall only be available to Employer for the purpose of funding the cost of those reimbursable services provided prior to such notice of termination. Innovation Fund CHLIC shall make available to Employer the designated amount to be used by Employer to: Included at No defray its non-standard expenses associated with innovation of a new Plan or program subject Additional Charge to the following terms: Fund amount: V 00,000.00 Fund effective date: October 1, 2023 Fund will remain in effect until: September 30, 2024 Unused amounts will carry over and be available for use until: September 30, 2024 08/04/2023 52 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Health Improvement Fund Health Improvement For clinical/wellness/behavioral programs offered by CHLIC that are purchased, CHLIC will Fund establish a Health Improvement Fund in the amount of 5100,000.00. This fund will be used to defray the cost of CHLIC designated and arranged health and wellness improvement programs (e.g. biometric screenings, flu shots) for Employees of Employer and to reward participation in these programs. The Health Improvement Fund is a one-time credit to be used from October 1, 2023- September 30, 2024. Unused funds cannot be rolled over and CHLIC must pre -approve use ofthe Health Improvement Fund. The health Improvement Fund shall be extinguish-.d upon notice of termination of the Agreement and any fund amount not used prior to the notice of termination of the Agreement shall only be available to Employer for the purpose of funding the cost of those reimbursable services provided prior to such notice of termination. 08/04/2023 53 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 Administrative Services Only Agreement for City of Miami Beach 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 the 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 the 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 the Agreement. 08/04/2023 54 DocuSign Envelope ID. 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Exhibit B — Services BANKING AND ADMINISTRATION Excluding Health Savings Account Furnishing CHLIC's standard Bank Account activity data reports to Employer as and when agreed All Products upon. CHLIC's administration of the Plan does not include pe-forming obligations, if any, under state escheat or unclaimed property laws. It is Employer's responsibility to determine the extent to which these laws may apply to the Plan and to com 1 with such laws. If Employer has elected, pursuant to section 63 of the New York Health Care Reform Act of 1996 All Medical and (section 2807-t of the Public Health Law) ("the Act"), to pay the assessment on covered lives set Pharmacy Products forth in section 63 and has consented to the conditions set forth in section 63, CHLIC shall file such forms and pay such surcharge and assessment on covered lives on behalf of Employer through the Bank Account to the extent set forth in section 63. Such obligation shall end immediately upon Employer's failure to provide any information required by CHLIC to fulfill this obligation, the failure to comply with any requirement imposed upon Employer pursuant to the Act or the failure of Employer to sufficiently fund the Bank Account. In addition, where permitted and agreed to by CHLIC, CHLIC will file applicable forms and pay on behalf of Employer and/or the Plan any assessment, surcharge, tax or other similar charge which is required to be made by Employer and/or the Plan based on covered lives and/or paid claims or otherwise in accordance with and as required by other applicable state and/or federal laws and regulations and the Bank Account will be charged for any such payments made by CHLIC. CHLIC's obligation to pay on behalf of Emplcyer may end immediately upon Employer's failure to sufficiently fund the Bank Account. CLAIM ADMINISTRATION ExcludingHealth Savings Account Calculate benefits, check and/or electronic payments disbursed from the Bank Account. Bank All Products Account payments will appear in Employer's standard Bank Account activity data reports. CHLIC's generic claim forms are made available to Employer and eligible individuals. All Products CHLIC's Special Investigations Unit will investigate, pend, recommend denial of claims in whole All Products or in part, andior reprocess claims, as appropriate. Discuss claims, when appropriate, with providers of health services. All Products Perform, based on CHLIC's book of business internal audits of plan benefit payments on a random All Products 08/04/2023 -�5 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach sample basis. Claim control procedures reported annually in Statement on Standards for Attestation En a ements (SSAE) No. 18 Report or any applicable successor thereto). All Products Respond to Insurance Department complaints. All Products Designated toll -free telephone line for Member and Provider calls to CHLIC Service Centers. All Products Member Explanation of Benefit ("FOB") statements including, when applicable, notice of denied claims, denial reason(s) and appeal rights. All Products (excluding Pharmacv) Verifv enrollment and eligibility using Member information submitted by Employer and/or its authorized agent. All Products Medical Only CHLIC's generic enrollment form is made available to Employer and eligible individuals. All Medical Products CHLIC's standard 11) card with toll -free telephone number are prepared for Members. All Medical Products Administration of subrogation/conditional Claim Payment (terms described in Exhibit E). All 'Medical Products PLAN BOOKLET Prepare and make accessible Member benefit booklet drafts to Employer. All Products UNDERWRITING SERVICES 5500 Schedule C reporting. All Products 5500 Schedule A or Annual Reconciliation Disclosure reporting when applicable) All Products CHLIC's standard Underwriting services: a) benefit design analysis bprojected cost analysis. All Products HIPAA INDIVIDUAL RIGHTS Handling of requests from Members for access to, amendment and accounting of protected health information, and requests for restrictions and alternative communications as required under federal HIPAA law and regulations, as set out in this Agreement and its Exhibits. All Products COST CONTAINMENT Maximum reimbursable charge determinations of non -Participating Provider charges for covered services. All Medical Products (with out -of -network benefits) CHLIC's standard cost containment controls: Application of non -duplication and coordination of benefits rules and coordination with Medicare. All Medical Products 08/04/2023 56 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Delivery of information, as necessary, regarding standard application of non -duplication or All Medical Products coordination of benefits. Review of medical bills in accordance with CHLIC's then current Medical Bill Review program. All Medical Products Medical Cost Containment, as described in the Schedule of Fim-racial Charges. All Medical Products Annual reporting of CHLIC's standard cost containment results upon Employer's request. All Medical Products Pharmacy Cost Containment, as described in the Schedule of Financial Charges. All Pharmacv Products REPORTING Summary, reports of medical and pharmacy cost and utilization experience (where applicable), All Medical and upon completion of internal report generation, are available through Cigna's web site. Pharmacy Products Ci naforEm loyers.com. CHLIC's standard pharmacy utilization reports. Pharmacv Product Only Claim Reporting: CHLIC will provide standard banking and financial report information based All Medical and upon paid claim data. CHLIC will not provide information on incurred -but -not reported claims, Pharmacy Products projected claims, pre -certifications of coverage, case management information or information on a Member's prognosis or course of treatment. Individual Stop Loss Reporting is an optional service provided at an additional fee to employers All Medical Products who have individual stop loss through another entity other than CHLIC. CHLIC will provide its standard Individual stop loss reporting package, which includes banking and financial information based upon paid claims data only after the stop loss carrier and Employer have executed CHLIC's standard Hold Harmless/Confidentiality Agreement. Aggregate Stop Loss Reporting is not included as part of the standard reporting package and is not provided. CHLIC will not provide documentation and information, including but not limited to, incurred -but -not -paid claims, projected claims. pre -certifications of coverage, case management records and notes, course of treatment or prognosis, and internal audits. CHLIC does not allow stop loss carriers to audit CHLIC's claims administration under the medical benefit plan, however. the Employer's audit rights are set forth in the Agreement. For the sake of clarity, as it is possible that certain information, documentation, data and/or reports that are required by the stop loss carrier prior to reimbursement under Employer's stop loss policy will not be available for stop loss policy administration, Employer is responsible for verifying any such required information with its stop 08/04/2023 57 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach loss carrier. MEMBER EXTERNAL REVIEW PROGRAM CHLIC contracts with a minimum of three (3) independent review organizations that meet the All Medical Products Patient Protection and Affordable Care Act (PPACA) external review requirements. :Members may appeal eligible claims requiring medical judgment to an external independent review organization which is selected by CHLIC on a random basis. If Employer has chosen not to participate in this program, the Employer may be responsible for making other arrangements to meet the Patient Protection and Affordable Care Act (PPACA) external review requirements. MEDICAL MANAGEMENT SERVICES CHLIC provides integrated medical management that includes (depending upon the terms of the Plan) the following core services. Pre -Admission Certification and Continued Stay Review (PAC/CSR) services to certify coverage All Medical Products of acute and sub -acute inpatient admissions/stays or provides guidance to appropriate alternative settings. Administered in accordance with CHLIC's then applicable medical management and claims administration policies, practices and procedures. Case Management, a service designed to provide assistance to a Member who is at risk of All Medical Products developing medical complexities or for whom a health incident has precipitated a need for rehabilitation or additional health care support. Assist providers with resources and tools to enable them to develop long term treatment plans in All Medical Products the management of chronic or catastrophic cases. The Cigna HealthCare Healthy Babies Program is an educational program which provides Member All Medical Products with prenatal care education and resources to help them better manage their pregnancy. Other benefits of this program include the Health Information Line, Nigh risk maternity and pregnancy information on m Ci na.com. HealthCare Cost and Quality tools available on myCigna.com and myCigna mobile app. All Medical Products A panel of physicians and other clinicians to assess the safety and effectiveness of new and All Medical Products emerging medical technologies. The panel meets monthly to review and update coverage policies. Health Information Line is a service that provides twenty-four 1'24) hour to!] free access to nurses All Medical Products who provide convenient and confidential services. Health Information Line nurses can help guide Members in finding the right care, make informed decisions about symptom -based health issues the Member is experiencing when they call the Health Information Line and recommend appropriate settings for care. Health Information Line nurses can help inform and educate 08/04/2023 58 DocuSign Envelope ID. 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of :Miami Beach Members about a wide variety of health and medical informat.on, including access to a library of En lish and Spanish podcasts. Cigna LifeSOURCE Transplant Network" contracts with mo_e than one hundred seventy (170) All Medical Products independent transplant facilities which includes over eight hundred (900) transplant programs and provides access to solid organ and bone marrow/stem cell transplantation while improving cost containment and reducing financial risk. A health education program that delivers mailings to Members with certain conditions. All Medical Products Behavioral health services are provided/arranged by a CHLIC affiliate (details available upon OAPIN request), including utilization review and case management for both inpatient and outpatient, in - network behavioral health services. and OAP Products: (All 'Members) Implement a quality oversight process that includes monitoring of utilization management All Medical Products erformance measurements and a continuous quality improvement process when warranted. Transition of care services to allow Members with defined conditions to continue treatment with All Medical Products non -Participating Providers after enrollment for continued uninterrupted care for a limited time. Except Comprehensive and Indemnitv Focused utilization management of outpatient procedures and identification of appropriate All Medical Products alternatives. Administered in accordance with CHLIC's then applicable medical management and with Care ,Management claims administration policies, practices and procedures. Preferred NETWORK MANAGEMENT SERVICES CHLIC, and/or its affiliates or contracted vendors shall: Provide or arrange access to the applicable network of Participating Providers to furnish health All Medical and care services/products to Members at negotiated rates and methods of reimbursement (e.g. fee -for Pharmacy Products service, fixed per person per period, per diem charges, incentive bonuses, case rates, withholds etc.). The amount and type of negotiated reimbursement may vary depending upon the type of plan. For example, a hospital may accept less for patients enrolled in certain types of plans than others. In addition, CHLIC may contract with Participating Providers and other parties (for example Independent Practice Associations) for performance -based incentive payments to promote quality of care, patient safety and cost elticienc . 08/04/2023 59 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Credential and re -credential Participating Providers in accordance with CHLIC's credentialing All 'Medical and requirements and ensure that third -party network vendors credential re -credential Participating Pharmacy Products Providers in accordance with CHLIC's requirements; Monitor Participating Provider compliance with protocols and procedures for quality. Member All Medical and satisfaction, and grievance resolution. Pharmacv Products Facilitate the identification of Participating Providers by Members: and All Medical and Pharmacv Products Designated toll -free telephone line for Member and Provider calls to CHLIC Service Centers. All !Medical and Pharmacv Products Access to online and/or on demand medical and health -related consultations via secure All !Medical Products telecommunications technologies, telephones and internet are permitted and may include MDLIVE. a CHLIC affiliate (see details on myCi na com). BEHAVIORAL HEALTH CHLIC has contracted with an affiliate (details available upon request) to provide or arrange for These services are the provision of managed in -network behavioral health services, the affiliate is a Participating included in the following Provider, and is reimbursed primarily on a monthly fixed fee basis This fixed fee for behavioral products: health services will be paid as claims and will appear in Employer's monthly reporting and on OAPIN financial documents. Such payments will be at the relevant monthly rates then in effect. The monthly rates paid to the affiliate vary depending on geographic location of Members and on and OAP Products benefit design, and may be subject to change. The rates will be made available upon request. The fixed fee also includes applicable lifestyle management programs and a cognitive behavioral modification program. Behavioral claims from a client specific network are not included in the behavioral monthly fixed fee and will be paid from the Bank Account. In some states, payment for behavioral health services must be paid on a fee -for -service basis. In these states, fee -for -service payments for behavioral health services and the behavioral health administrative fee (including the applicable lifestyle management programs and a cognitive behavioral modification program) will be paid from the Bank Account as claims and will appear in Employer's monthly reporting. 08/04/2023 60 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach EVERNORTH CARE GROUP SERVICES The Cigna HealthCare of Arizona, Inc. staff model Evernorth Care Group (formerly known as All !Medical Products Cigna Medical Group or "CMG') is a multispecialty participating provider group located in metropolitan Phoenix, Arizona. Evemorth Care Group's integrated care delivery model and population health management team work together to facilitate the way in which patients and doctors communicate and interact in order to increase patient satisfaction and improve health outcomes. Plan Participants may at some time receive treatment from an Evernorth Care Group facility or provider even it' they do not reside in Arizona (as when traveling). Plan Participants utilizing Cigna participating provider networks in Arizona may access certain specialty and/or ancillary services (such as imaging and urgent care services) through the Evemorth Care Group system. For covered services provided to Participants, Evemorth Care Croup is paid at the rates in effect at the time of service (as may be revised from time to time). Representative rates for routinely performed services are attached to the Schedule of Financial Charges herein. A complete copy of the rates is available on request under a mutually agreed nondisclosure agreement ("NDA"). If the Plan requires or allows Participants to select a primary care provider ("PCP"), Phoenix area Participants who do not select a PCP during open enrollment may be assigned to or otherwise encouraged to consider an Evernorth Care Group PCP. Evernorth Care Group has established collaborative referral relationships with specialty and ancillary providers in Cigna's affiliate and participating provider networks. Evernorth Care Group may also receive applicable performance -based incentive payments for its participation in programs designed to improve quality, patient safety and affordability. The incentive payments that Evemorth Care Group may receive will be determined using the same performance measures and reward formula as used in determining the incentive payments made to similarly situated non -Cigna affiliated provider entities. The amount of the incentive payments made to Evernorth Care Group and attributable to the plan will be provided upon request. 08/04/2023 61 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach CIGNA HEALTHCARE OF ARIZONA - EVERNORTH CARE GROUP REPRESENTATIVE RATES FOR ROUTINELY PERFORMED MEDICAL SERVICES EFFECTIVE JANUARY I, 2020 (Applicable to Open Access Plus Products All Departments CPT 99213 Description OFFICE VISIT EST EXP PROB FOC Role $73.81 Adult Medicine 99396 WELL EXAM, EST, 40-64 YEARS $126.72 Pediatrics 99392 WELL EXAM EST 14 YEARS $106.46 Ophthalmology 66984 REMOVE CATARACT, INSERT LENS- Professional Fee only, at a facility $641.43 Podiatry 11721 DEBRIDEMENT NAIL SIX OR MORE $45.51 Radiology 71046 CHEST X-RAY, PA & LAT $31.28 Radiology 77067 & 77063 SCREENING MAMMOGRAPHY DIGITAL $189.64 General Surgery 47562 LAPAROSCOPY;CFIOLECYSTECTOMY- Professional Fee only, at a facility $666.13 -Optometry 92014 EYE EXAM & TREATMENT $126.12 ASC (Ambulatory surgical center) / Endoscopy Suite Grouper 2 $469.00 ASC Encloscopy 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). Evernorth Care Group refers to The Essential RBRVS (Annual) guide to obtain relative values for such gap codes for billing purposes. Typically, Cigna pays Fvernorth Care Group fior gap codes not valued by Medicare either at the discounted fee schedule referenced above or, fnr new codes not yet valued by Medicare, at the sane rate it pays its other participating providers. The Urgent Care case rate excluding radiology and laboratory services is $135. 08/04/2023 62 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Exhibit C — 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; and C. WHEREAS, the Auditor and the Employer recognize CHLIC's legitimate interests in maintaining the confidentiality of its information, protecting its business reputation, avoiding unnecessary disruption of its claim and customer service administration, and protecting itself from legal liability; NOW THEREFORE, IN CONSIDERATION of the premises and the mutual promises contained herein, CHLIC, the Employer and the Auditor hereby agree as follows: 1. Audit Specifications The Auditor will specify to CHLIC in writing at least forty-five (45) days prior to the commencement of the Audit the following "Audit Specifications". a. the name. title and professional qualifications of individual Auditors; b. the Audit objectives; c. the scope of the Audit (tithe period, lines of coverage and number of claims/calls); d. the process by which the sample will be selected for audit; c. the records/information required by the Auditor for purposes of the Audit; and F. 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 Auditot 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. 08/04/2023 63 DocuSign Envelope ID: 9FD1FBA I-AE68-46F6-88F9-E31DFIC5DA72 Administrative Services Only Agreement for City of Miami Reach 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. 6. Confidentiality The Auditor understands that CHLIC is permitting the Auditor to review the 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 copy, print, photograph or otherwise duplicate or remove any of the Information without the express written consent of CHLIC; b. The Auditor shall not record any virtual session that includes Protected Health Information as defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"); and C. The Auditor shall not take any screenshots during any virtual session. 7. Restricted Use of the Audit Information With respect to persons other than the Employer, the Auditor will hold and treat information obtained from CHLIC during the Audit with the same degree and standard of confidentiality owed by the Auditor to its clients in accordance with all applicable legal and professional standards. The Auditor shall not, without the express written consent of CHLIC executed by an officer of CHLIC, disclose in any manner whatsoever, the results, conclusions, reports or information of whatever nature which it acquires or prepares in connection with the Audit to any party other than the Employer except as required by applicable law. The Employer and Auditor agree to indemnify and to hold harmless CHLIC for any and all claims, costs, expenses and damages which may result from any breaches of the Auditor's obligations under paragraphs 6 and 7 of this Agreement or from CHLIC's provision of information to the Auditor. The Employer authorizes CHLIC to provide to the designated Auditor the necessary information to perform the audit in a manner consistent with all Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Privacy Standards and in compliance with the signed Business Associate Agreement ("BAA"). 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. 08/04/2023 64 DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 Administrative 4en ices Only Agreement for Pity of Miami Beach Cigna Eicatth and Life Insurance Company By: TO BE SIGNED AT TIME OF AUDIT Duly Authorized Print Title: Date: 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: 08/04/2023 65 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 Administrative Services Only Agreement for City of Miami Beach Exhibit Cl — Clinical Audit Agreement (Sample) A. WHEREAS, Cigna Health and Life Insurance Company ("CHLIC") desires to cooperate with a request by ("Employer") to permit a clinical 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 clinical services administered by CHLIC; C. WHEREAS, in the course of conducting the Audit, Auditor will come into possession of certain confidential and proprietary information relating to individuals who are recipients of CHLIC's services, medical providers who provide health services, and trade secrets of CHLIC (the "Information"); and D. WHEREAS, the Auditor and the Employer recognize CHL►C's legitimate interests in maintaining the confidentiality of its Information, protecting its business reputation, avoiding unnecessary disruption of its service administration, and protecting itself from legal liability; NOW THEREFORE, IN CONSIDERATION of the premises and the mutual promises contained herein, CHLIC, the Employer and the Auditor hereby agree as follows: I. Audit Specifications The Auditor will specify to CHLIC in writing at least ninety (90) days prior to the commencement of the Audit the following "Audit Specifications": a. the name, title and professional qualifications of individual Auditors; b. the date(s), the length of time contemplated as necessary to complete the Audit, and clinical operations location, if any to be audited; or, if the Audit is to be performed virtually, the Internet Protocol (IP) address and physical location from the individual auditors will remotely access the records/infotmation required for the purposes of the Audit; c. the Audit period: d. the Audit objectives; C. the scope of the Audit (time period, diagnosis, enrollee participation in programs and number of claims/calls); i. Standard number of cases/calls is as follows; Number of Subscribers # Cases # Calls # Days* 5,000 & under 10 3 I -5,000 & < 25,000 15 a 1 08/04/2023 66 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Reach >25,000 fir. <' 75.000 20 5 1.5 >75,000 25 6 2 "Takes into con videmtion length of time to complete the standard N cases and calls based on an one (l) year lookback scope period f. the process by which cases and calls will be selected for audit; and g. the records/information reyumA by the Auditor for pugvses of 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 D above, Any additional costs incurred by CHLIC to accommodate unusual audit specifications will be reimbursed as mutually agreed upon by the parties. 3. Access to Information For onsite Audits, CHLIC will make the Information called for in the Audit Specifications available to the Auditor at a mutually acceptable time and place. For virtual audits performed from a remote access point, CFILIC will make the Information called for in the Audit Specifications available to Auditor at a mutual acceptable time via connection to a secure service. Access is subject to CHLIC's verification that each individual auditor meets and complies with CHLIC's remote access standards and other security requirements. 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 before the Audit findings and the Audit Report are submitted to the Employer to allow CHLIC the opportunity to review and respond to Audit findings and Report prior to Auditor sending Finalized versions to 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. 6. Confidentiality The Auditor understands that CHLIC is permitting the Auditor to review the Information solely for purposes of the Audit. Accordingly, the Auditor will ensure that all Information will be kept confidential in accordance with all with all Applicable Laws, Privacy Addendum in Exhibit D, including but not limited to the HIPAA Privacy and Security Rules and 42 C.F.R. Part 2. Without limiting the generality of the foregoing, the Auditor specifically agrees to adhere to the following conditions: 08/04/2023 67 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach a. The Auditor shalt not copy, print, photograph or otherwise duplicate or remove any of the Information without the express written consent of CHLIC; b. The Auditor shall not record any virtual session that includes Protected Health Information as defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"); and c. The Auditor shall not take any screenshots during any virtual session; and d. The Auditor agrees that its Audit Report or any other summary prepared in connection with the Audit shall contain no individually identifiable information. e. Notwithstanding anything to the contrary stated herein, it is understood and agreed by the patties that the Auditor may include and retain the statistical results of the Audit (performance measures expressed as percentages) in its comparative database for the purpose of comparing the results of the Audit with other audits performed by the Auditor. In no event will the results of the Audit included in the comparative database be used or disclosed in any way that identifies Cigna, Employer, or any individual; and f. Except with regard to Protected Health Information (solely with regard to (i)-(iv) below), this Agreement does not apply or restrict the Auditor from using or disclosing information: i. Which is or becomes public other than through a breach of this Agreement; ii. Already known to Auditor prior to the date of this Agreement and with respect to which the Auditor does not have an obligation of confidentiality; iii. Which is disclosed to the Auditor by a person or entity not party to this Agreement and who is entitled to disclose such information without breaching an obligation of confidentiality; iv. To Auditor's legal counsel, subject to the confidentiality obligations in this Agreement; or v. Required to be disclosed by law, whether under an order of a court, government tribunal or other legal process, except that if required by law, Auditor will disclose only the minimum information required to comply with legal mandate. 7. Restricted.Use of the Audit Information With respect to persons other than the Employer, the Auditor will hold and treat information obtained from CHLIC during the Audit with the same degree and standard of confidentiality owed by the Auditor to its clients in accordance with all applicable legal and professional standards. The Auditor shall not, without the express written consent of CHLIC executed by an officer of CHLIC, disclose in any manner whatsoever, the results, conclusions, reports or information of whatever nature which it acquires or prepares in connection with the Audit to any party other than the Employer except as required by applicable law. The Employer and Auditor agree to indemnify and to hold harmless CHLIC f'or any and all claims, costs, expenses and damages which may result from any breaches of the Auditor's obligations under O8/04/2023 68 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 Administrative Services Only Agreement for City of Miami Beach 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 (" HIPAX), Privacy Standards and in compliance with the signed Business Associate Agreement (" BAA"). 8. fermination CHLIC may terminate this Agreement with prior written notice. The obligations set forth in Sections 4 through 7 shall survive termination of this Agreement. 08/04/2023 69 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Reach Cigna Health and Life Insurance Company By: TO HE SIGNED AT TIME OF AUDIT Duly Authorized Print Name: Title: Date: Employer: By: TO BE SIGNED AT TIML OF AUDIT Duly Authorized Print Name: Title: Date: Auditor: By:"CO Bh SIGNED AT TIME OF AUDIT Duly Authorized Print Name: Title: Date: 08/04/2023 70 DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 Administrative Services Only Agreement for City of Miami Beach Exhibit D - Privacy Addendum ("Business Associate Agreement") 1. 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 Part e , For purposes of this Addendum, the parties intend that CHLIC is an independent contractor and not an agent of the Plan or the Plan Sponsor. 11. PERMITTED USES AND DISCLOSURES BY CHLIC Section 1. Uses and Disclosures Generally. Except as otherwise provided in this Addendum, CNUC 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 Prvacy & 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 08/04/2023 71 DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 Administrative Services Only Agreement for City of Miami Beach the infonmation has been breached. (C) CFILIC may use or disclose Pill 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 PI -II 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 NecgssaMStandard and Determination. CHLIC shall, to the extent practicable, limit its use, disclosure or request of Individuals' Pill 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. C l-II.I(` 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. Prgtec ion 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 CIILIC 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. Section 5. R4Porting of Violations. CHLIC shall report to the Plan any use or disclosure of PI 11 not provided for by this Addendum of which it becomes aware, including a Breach or Security Incident. 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. The parties agree that such report's 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 6. Breach Notification. Cl iLIC will notify the Plan of a Breach (including privacy related incidents that might, upon further investigation, be deemed to be a Breach) without unreasonable delay and, in any event, within thirty (30) business days after CHLIC's discovery of same. This notification will include, to the extent known: 08/04/2023 72 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach 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 infortnation 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, and make a recommendation to the Plan as to whether notification is required pursuant to 45 C.F.R. §§I64.404-408 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 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 & 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. Riaht to Confidential Communications and to Request Restriction of Disclosures of PH1. 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 08/04/2023 73 DocuSign Envelope ID: 9FD1FBA1-AE6846F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach of the functions, activities or services, unless such 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 nny nhligntion 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 PH[ 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. 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 I IIPAA Privacy Rule; (B) The information requested is the minimum necessary to achieve the purpose of the disclosure, 08/04/2023 74 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Out) Agreement for City of Miami Beach 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. Di closure to Plan S oq nsor. To the extent the Plan requests that CHLIC disclose PHI to the Plan Sponsor, the Plan and Plan Sponsor each represent and warrant that: (A) The information only will be used for one of the following purposes: i. Plan Administration functions, as defined 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 (8) The intormation 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 including their respective implementing regulations and guidance. If the meaning of any term defined herein is changed by regulatory or legislative amendment, then this Addendum will be modified automatically to correspond to the amended definition. All capitalized terms used herein that are not otherwise defined have the meanings described in HIPAA. A reference in this Addendum to a section in the HIPAA Privacy Rule, or I IIPAA Security Rule 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 ofCHLIC 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 CHL[C. "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 08/04/2023 75 DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 Administrative Services Only Agreement for City of Miami Beach 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. "Electronic Protected Health Information" shall mean PHI that is transmitted by. or maintained in, electronic media as that tern is defined in 45 C.F.R. § 160.103. "Limited Data Set" shall have the same meaning as the terns "limited data set" as set forth in 45 C.F.R. §164.514(ex2). "Protected Health Information" or "PHI" shall have the sank 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 P111 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(hx2) of the American Recovery and Reinvestment Act of 2009. 08/04/2023 76 DocuSign Envelope ID 9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 Administrative Services Only Agreement for City of Miami Beach Exhibit E — Conditional Claim/Subrogation Recovery Services I. Plans Without CHLIC Stop Loss Coverage If Employer has not purchased individual or aggregate stop loss coverage from CHLIC or an affiliate with respect to its self -funded employee welfare benefit plan: (A) All conditional claim payment and/or subrogation recoveries under the Plan will be handled by CHLIC unless CHLIC is otherwise notified by the Employer. (B) CHLIC and its subcontractors acting as Employer's recovery shall have the discretionary authority: i. To reduce recovery amounts by as much as fifty percent (50%) of the total amount of benefits paid on Employer's behalf, and to enter into binding settlement agreements for such amounts. Any modification to this percentage shall be communicated by Employer to CHLIC and will be effective upon Employer's next renewal date, unless otherwise agreed to by CHLIC. ii. In the event a settlement offer represents a reduction greater than the percentage identified above, CHLIC and its subcviiUacturs shall heck hettlerueut advice turn (tic Empluyer. iii. All amounts reimbursed to the Bank Account shall be refunded at the gross amount. CiILIC's and it subcontractors' subrogation administration fee on cases where CFILIC 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 the 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 the Agreement. (1) 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 the Agreement, the provisions of paragraph I I., below, shall control. 11. 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. CFILIC and its subcontractors shall reimburse to the Plan the recovery minus relevant individual and aggregate stop loss payments made by CHLIC. 08/04/2023 77 DocuSign Envelope ID: 9FDIFBA1-AE68-46F6-88F9-E31DRC51DA72 Administrative Services Only Agreement for City of Miami Beach B. All amounts reimbursed to the 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 the 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 the 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. 08/04/2023 78 DocuSign Envelope ID: 9FD1FBA1-AE68116F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Appendix A — Pharmacy Benefit Management Services PHARMACY BENEFIT MANAGEMENT - DEFINITIONS Definitions Any capitalized term not defined below shall have the meaning given to such term in the Agreement. Any capitalized term utilized in the Schedule of Financial Charges or Exhibit B shall have the meaning given to such term in the Agreement, including the meanings set forth below. • 340B Claim" means (i) Prescription Drug Claims submitted by 340B contracted pharmacies that adjudicate at a 340B price or are submitted with a submission clarification code of "20" or such equivalent codes ;or such Participating Pharmacies under the applicable NCPDP formal (or any successor format); (ii) Prescription Drug Claims submitted by a 340E covered entity -owned or 340B contracted pharmacies which are categorized as Type 39 and/or 38 (or such equivalent codes) in the NCPDP DataQ database or otherwise identified as a 340B Claim by the dispensing pharmacy; or (iii) Prescription Drug Claims identified as a 340B Claim by a third party administrator, and (iv) Prescription Drug Claims identified as a 340b Claim by a Pharmaceutical Manufacturer and in which PBM may reduce a subsequent Manufacturer Payment quarterly payment (or reconciliation payment, if applicable) to account for any previously -paid Manufacturer Payment amounts attributable to such claim. • "Actuarially Estimated" shall mean that the discount(s) listed in the Schedule of Financial Charges are estimated, but not guaranteed, to result in a particular average discount for Covered Drugs administered by CHLIC under this Agreement. Actuarially estimated discounts are calculated based on evaluation of an expected distribution of drug utilization across CHLIC's aggregate group client book of business. As measured in the aggregate for Employer's Pharmacy Benefit, Employer's average discount results may vary based on the Plan -specific factors such as drug mix utilization, • "Pharmacy Product Administrative Fee" means the service fee charged by PBM for providing pharmacy benefit management services to Client as described herein • "Affiliate" means any entity that directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, PBM. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to elect at least 50% of the governing board of such entity or to direct or cause the direction of, or play a significant role in, the management and policies of such entity, whether through ownership of voting securities, partnership or limited liability interests, nonprofit membership, contract or otherwise. "Authorized Generic" shall mean a pharmaceutical product sold, licensed, or marketed under a new drug application (NDA) approved by • the Food and Drug Administration (FDA) under section 505 c of the Federal Food, Drug and Cosmetic Act FFDCA that is marketed, 08/04/2023 79 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beacb sold or distributed under a different labeler code, product code, trade name, trademark, or packaging (other than repackaging the listed drug for use in institutions) than the innovator brand name drug. "Average Wholesale Price" or "AWP" shall mean the average wholesale price of a Covered Drug as established and reported by Medi- Span. The applied AWP of a Covered Drug shall be the AWP for the actual eleven () I) digit National Drug Code ("NDC"'), Covered Drug specific, quantity appropriate actual package size (or the manufacturer -packaged quantity closest to the dispensed size), submitted by a Retail Pharmacy, Home Delivery Pharmacy, or Specialty Pharmacy at the time that the Covered Drug is adjudicated. Notwithstanding any other provision in this Agreement, in the event of any major change in market conditions affecting the pharmaceutical or pharmacy benefit management market, including, for example, any change in the markup, methodologies, processes or algorithms underlying the published AWP(s), CHLIC may adjust any or all of the Rebates, charges, rates, discounts, guarantees and/or fees in connection with CHLIC's administration of the Pharmacy Benefit hereunder, including any that are based on AWP, as it reasonably deems necessary to preserve the economic value or benefit of this Agreement to CHLIC as it existed immediately prior to such change. Additionally, and notwithstanding any other provision in this Agreement, CHLIC may replace AWP as its pharmaceutical pricing benchmark with an alternative benchmark and/or may replace Medi-Span, or other such publication, as its source for the AWP or alternative benchmark with a different pricing source, provided that CHLIC adjusts any or all such AWP-based charges or such alternative benchmark -based charges as it reasonably deems necessary to preserve the economic value or benefit of this Agreement to CHLIC as it existed immediately prior to such replacement or immediately prior to the event(s) giving rise to such replacement, as the case may be. "Biosimilar" shall mean a biological product that is licensed by the FDA as a biosimilar pursuant to Section 351(k) of the Public Health Service Act, 42 U.S.C. 262(k), based upon a showing that it is highly similar to a single FDA -licensed biological product, known as a reference product, and has no clinically meaningful differences compared to the reference product in terms of safety, purity, and potency. A biosimilar biological product may be licensed by the FDA as biosimilar or interchangeable, and in either case such biological product is a Biosimilar for the purposes of this Agreement. "Brand Drug" shall mean a pharmaceutical product, including a Covered Drug that is a prescription drug, including over-the-counter drugs dispensed pursuant to a prescription, medicine, agent, substance, device, supply or other therapeutic product that is not a Generic Drug. Except if and where the language expressly states otherwise, a Brand Drug does not include a Specialty Brand Drug for ingredient cost discount purposes. "Cigna Home Delivery Pharmacy" shall mean a duly licensed pharmacy operated by CHLIC or its affiliates, where prescriptions are filled and delivered via the mail service, which may include, for example. Accredo Health Group, Inc., ESl Mail Pharmacy Service, Inc., Express Scripts Pharmacy Inc.. Express Scripts Specialty Distribution Services, Inc. and Lynnfield Drug, Inc. (dba Freedom Fertility Pharmacy). 08/04/2023 80 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services OnIN Agreement for City of Miami Beach "Claim," for purposes of this Appendix A, is a claim or request for coverage under the Pharmacy Benefit. "Compound Drug" shall mean a medication that (a) is comprised of two or more gaseous, solid, semi -solid, or liquid ingredients (other than water or flavoring added to any preparation) that are weighed or measured at a pharmacy and then prepared according to the prescriber's order and the pharmacist's art; (b) contains at least one FDA -approved federal legend drug as an active ingredient; (c) is not otherwise generally available in its compound form; and (d) is not a compound preparation administered by infusion or injection. • C "Copayment" means "Cost Share'. " opay", "Coinsurance". "Deductible" or any other charge and/or any portion of the charge for each Prescription Drug Claim that is the responsibility of the Member to pay (e.g. copay, coinsurance, deductible, physician and member selection copay penalty, excess copay charges, ancillary fees, etc.). Copayment can be a defined dollar amount or percentage of eligible expenses. • "Covered Drugs" shall mean prescription drugs, including over-the-counter drugs dispensed pursuant to a prescription, biologics, medicines, agents, substances, devices, supplies, and other therapeutic products that are prescribed for Members and are covered under the Pharmacy Benefit and shall include all associated standard services usually and customarily rendered by a pharmacy or provider in the normal course of business, including dispensing. adm inistration, counseling and product consultation. • "Dispensing Fee" means an amount paid to a pharmacy for providing professional services necessary to dispense a Covered Drug to a Member. • "FDA" shall mean the U.S. Food and Drug Administration. • "Formulary" shall mean the list of FDA -approved prescription drugs and supplies developed and managed by CI-ILIC across its self - funded and insured group book of business and that is selected and adopted by Employer. The drugs and supplies included on the Formulary will be modified by CHLIC from time to time as a result of factors including, but not limited to, economic and clinical factors like clinical appropriateness, manufacturer Rebate arrangements and patert expirations. Any changes CHLIC makes to the Formulary are hereby adopted by Employer, subject to Employer's discretion to elect not to implement any such addition or deletion through the set-up process, any such election shall be considered an Employer change to the Formulary. • "Generic Drug" means a pharmaceutical product, including a Covered DrLg, whether identified by its chemical, proprietary, or non- proprietary name, that is accepted by the FDA as therapeutically equivalert and interchangeable with drugs having an identical amount of the same active ingredient(s), and which is identified as such in CHLIC s waster drug file using indicators from First Databank, Medi- Span, or other nationally recognized source as used by CHLIC across its book of business on the basis of a proprietary algorithm, a summary of which may be made available for review by Employer or, subject to CHLIC's consent, its auditor upon request in accordance 08/0412023 81 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach with the terms set forth in this Appendix A. Employer and, as applicable, hs auditor shall sign a confidentiality agreement acceptable to CHLIC relating specifically to such summary. The reference to a drug by its chemical name does not necessarily mean that the product is recognized as a generic for adjudication, pricing or copay purposes. Except if and where the language expressly states otherwise, a Generic Drug does not include a Specialty Generic Drug for ingredient cost discount purposes. For pricing purposes, a Generic Drug includes a Covered Drug that is otherwise identified as therapeutically equivalent and interchangeable with drugs having an identical amount of the same active ingredient(s) and is within its exclusivity period or other period of limited competition; provided that, notwithstanding the foregoing, a Generic Drug excludes an Authorized Generic identified as a brand name drug by the aforementioned proprietary algorithm used by CHLIC. For pricing purposes, a Generic Drug also excludes a Biosimilar. "Generics under Exclusivity" means when a patent expires for a brand drug, OTC, or supplies the FDA may grant a period of exclusivity (lasting up to six months) to one company to make the generic four of the drug. During the exclusivity period, no other manufacturer can produce the generic "Gross Drug Cost" means the total discounted cost of the Prescription Drug Claim plus any applicable Dispensing Fee, sales tax or other tax applied. "House Generic" means a brand name drug that is dispensed as a generic drug with Member cost share and client ingredient cost applied at the generic drug rate. "ingredient Cost" means the ingredient cost portion of the claim amount charged by CHLIC for a prescription drug. "Limited Distribution Drug" or "Exclusive Distribution Drug" shall mean a Specialty Drug that is not generally available from most or all pharmacies but is restricted to select pharmacies as determined by a pharmaceutical manufacturer. The list of Limited Distribution Drugs and Exclusive Distribution Drugs will be maintained by CHLIC. "Limited Supply Generic" means a generic Covered Product not available in sufficient supply in the marketplace due to limited product supply and/or not available from a sufficient number of manufacturers in the marketplace. "Maximum Allowable Charge" shall mean the maximum unit price for a Covered Drug included on the applicable MAC List as set forth on such MAC List. "MAC List" shall mean a then -current list maintained by CHLIC of prescription drugs, devices, supplies and over-the-counter drugs identified as readily available as a Generic Drug or generally equivalent to a Brand Drug (in which case it may also be on a MAC List) 08/040023 82 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of ,Miami Beach and that, in each case, are deemed to require or are otherwise capable of pricing management due to the number of manufacturers, utilization and/or pricing volatility. "Manufacturer Administrative Fees" shall mean administrative fees paid by pharmaceutical manufacturers to C14LIC or its affiliate or subcontractor directly in connection with administering, invoicing, allocating and collecting Rebates. "Multi -source Generics" are those generic Covered Products which are manufactured, produced and/or distributed by more than 1 manufacturer. "Net Ingredient Cost" means the Total Ingredient Cost of the Prescription Drug Claim less Copayment. -New to Market Specialty Drugs" are those Specialty medications, Biosimilar medications, Specialty Authorized Products, Specialty Authorized Generics, or Specialty Authorized Alternatives that are within 5 months or less of the product launch date. "Over the Counter" or "OTC" claim means any non-federal legend drug or product that can be purchased or sold without a prescription. "Patent Litigated Generics" means a generic Covered Product that is under patent litigation as a result of a generic manufacturer challenging a patent is invalid or is not violated by the production of the generic version of the drug. "Pharmacy Benefits" shall mean amounts payable for covered pharmacy benefit services and products under the terms of the Plan; Pharmacy Benefits shall be considered Plan Benefits for purposes of this Agreement. "Pharmacy Submitted Cost" means the full non-PBM negotiated cost submitted by the dispensing pharmacy to the PBM in the "Ingredient Cost Submitted" field of the most recent version of the NCDPD file layout. "Prescription Drug Claim" means a claim submitted by a Member or pharmacy, whether submitted electronically or manually, for payment for a Covered Product." "P&T Committee" shall mean it committee comprised of clinicians that represent a range of clinical specialties. The committee regularly reviews pharmaceutical products, new pharmaceutical products, for safety and efficacy, the findings of which clinical reviews inform coverage status decisions made by CHLIC. The P&T Committee's review may be based on consideration of, without limitation, FDA - approved labeling, standard medical reference compendia, or scientific studies published in peer -reviewed English-ianguage bio-medical journals. "PBM Proprietary Information" shall mean information relating to CHLIC's pharmacy benefit management products and services, including, without limitation, CHL1C's reporting and web -based applications, eligibility and adjudication systems and coding 08/0412023 83 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach methodologies, system formats and databanks, clinical or formulary management operations or programs, information and agreements relating to Rebates and other financial information, prescription drug evaluation criteria and coverage policies, drug pricing information, including MAC List and Specialty Drug pricing, paid Claims information integrated into CHL1C's adjudication systems, and pharmaceutical manufacturer, vendor or pharmacy network agreements. "Prescription Drug Charge" shall mean the amount that, prior to application of the Plan's cost -share requirement(s), Employer is obligated to pay for a Covered Drug dispensed at a Retail Pharmacy or Cigna Home Delivery Pharmacy, including any ingredient cost, applicable Dispensing Fee, service fee, and tax. The ingredient cost charged to Employer may be expressed as, for example, a discount off of AWP or other benchmark price, or a MAC. "Rebate" shall mean retrospective formulary rebates received by CHLIC pursuant to the terms of a formulary rebate contract negotiated independently and directly attributable to or arising from the utilization by Members of certain Covered Drugs manufactured, sold, marketed, or distributed by a manufacturer. However, "Rebates" shall exclude: (i) pricing adjustments, payments and credits made in the ordinary course by any manufacturer on account of product returns, delivery errors or shipping damage or losses arising from drugs and other products purchased from such manufacturer by or on behalf of CHLIC (ii) pricing discounts paid or credited by a manufacturer to pharmacies affiliated with CHLIC for prescription drugs and other products purchased from such manufacturer; (iii) any fees or other compensation paid by any manufacturer in consideration of any services, products, activities or programs performed, provided or implemented by CHLIC or any of its affiliates for such manufacturer; (iv) Manufacturer Administrative Fees; (v) Value -Based Payments; (vi) any rebates or other amounts that are allocated to reduce and/or partially or wholly satisfy a Member's cost -sharing obligat;on for a Covered Drug; and (vii) rebates or other amounts paid to CHLIC for prescription drugs that are administered or otherwise provided to Members in providers' offices, home health care settings, or outpatient clinics. "Retail Pharmacy" shall mean any licensed retail pharmacy with which CHLIC has contracted directly or indirectly with a third party, to provide Covered Drugs to Members, and is not a mail order pharmacy. A mail order pharmacy is a pharmacy that primarily rills and delivers pharmaceutical products via the mail service. The term "Retail". when immediately preceding the term "Brand Drug Claim", "Generic Drug Claim", "Specialty Drug Claim", "Specialty Brand Drug Claim", or "Specialty Generic Drug Claim" means that the resulting term (e.g., "Retail Brand Drug Claim") refers to such claim as dispensed by a Retail Pharmacy. "Specialty Drug" shall mean a pharmaceutical product, including a Covered Drug, considered by CHLIC to be a Specialty Drug based on consideration of the following factors: (i) whether the pharmaceutical product is prescribed and used for the treatment of a complex, chronic or rare condition; (ii) whether the pharmaceutical product has z high acquisition cost; and, (iii) whether the pharmaceutical product is subject to limited or restricted distribution, requires special handling an&or requires enhanced patient education, provider coordination or clinical oversight. A Specialty Drug may not possess all or most of the foregoing characteristics, and the presence of any 08/04/2023 84 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E310F1C5DA72 Administrative Services Only Agreement for City of Miami Beach one such characteristic does not guarantee that a pharmaceutical product will be considered a Specialty Drug. The term "Specialty," when immediately preceding the terms "Generic Drug" or "Brand Drug", means that the resulting term (e.g. "Specialty Generic Drug") refers to a Generic Drug or Brand Drug that is considered a Specialty Drug, respectively. "Specialty Pharmacy" shall mean a duly licensed pharmacy designated by or operated by CHLIC or its affiliates that primarily dispenses Specialty Drugs or provides services related thereto; provided, however, that when the Cigna Home Delivery Pharmacy dispenses a Specialty Drug, it shall be considered a Specialty Pharmacy hereunder. "Total Ingredient Cost" means the total discounted cost of the Prescription Drug Claim for any Covered Product excluding Dispensing Fees, ancillary fees, Administrative Fees, sales tax or Rebates and prior to the application of any Copayment. "U&C Charge" shall mean the price the applicable Retail Pharmacy would charge a regular cash -paying customer for a Covered Drug (and any services related to the dispensing thereof) on the day on which the Covered Drug is dispensed. "Zero Balance Due" or "ZBD" claim means any claim where the Member pays the total amount of the Gross Drug Cost of a claim and the amount of the Gross Drug Cost paid by the plan is zero. PHARMACY BENEFIT MANAGEMENT - SERVICES TO BE PROVIDED 1. Retail Pharmacy Network. (a) General. CHLIC shall maintain a Retail 30 Pharmacy network that contains at least 65,000 pharmacies and includes all chain pharmacies and a Retail 90 Pharmacy Network that contains more than 31,000 pharmacies, that includes chain pharmacies, independents, big -box and/or grocery stores. Retail Pharmacies included in the network shall provide Covered Drugs to which the Retail Pharmacies have access to Members during their normal business hours. A list of the Retail Pharmacies included in the network, as updated from time to time, shall be made available to Members online. CHLIC maintains multiple networks and/or sub -networks and may periodically consolidate networks and/or migrate clients, including Employer, between networks and sub- networks. CHLIC shall require each Retail Pharmacy included in the network to meet its requirements for participation in the Retail Pharmacy network, which include, but are not limited to, satisfaction of licensing and insurance requirements. Should CHLIC make a change in the number of participating pharmacies in the retail pharmacy network servicing Employer under this Agreement and such changeresults in more than a 5% reduction in the number of pharmacies participating in the retail pharmacy network and impacts Members access to retail network pharmacies either before Effective Date or during the term of this Agreement, CHLIC agrees to provide notification to Employer which will include an analysis that includes anticipated member 08/04/2023 85 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach disruption, current GEOAccess or similar report and CHLIC agrees to renegotiate a revised financial proposal in good faith. (b) Retail Pharmacy Audits and Overpayments. CHLIC shall review 100% of all claims, with each claim to be reviewed by either desk audit or field audit as determined through the use of random risk based predictive model to ensure that each Retail Pharmacy is complying with the terns of its contract with CHLIC. In the event that CHLIC discovers that an overpayment has been made to a Retail Pharmacy, CHLIC shall take reasonable steps to recover the overpayment pursuant to the terms of this Agreement. (c) Independent Contractors. The Retail Pharmacies are independent contractors, and as such CHLIC does not direct or exercise any control over the pharmacists at Retail Pharmacies or the professional judgement exercised by any pharmacies in the dispensing or filling of prescriptions or performing other pharmaceutical services. Neither CHLIC nor any CHLIC affiliate shall have any liability to Employer, any Member or any other person or entity for any act or omission of any Retail Pharmacy or it agents or employees. (d) Collection of Cost Sharing. CHLIC shall require Retail Pharmacies to collect all applicable Plan cost -shares from Members 2. Cigna Home Delivery Pharmacy. (a) General. Members may submit new or refill prescription orders for fulfillment through Cigna Home Delivery Pharmacy or such other mail service pharmacy that CHLIC in its sole discretion may select from time to time. Such orders may be placed via mail, telephone, or electronic means_ Subject to Applicable Law, Employer shall permit communication with Members regarding the availability and use of the Cigna Home Delivery Pharmacy, and potential cost savings associated therewith, and the provision of supporting services (e.g. pharmacist consultation) in connection with any prescription dispensed by the Cigna Home Delivery Pharmacy. Cigna Home Delivery Pharmacy shall deliver all drugs to Members in accordance with its standard procedures. For the purposes of clarity, CHLIC does not exert direction or control over the pharmacists at Cigna Home Delivery Pharmacy in filling prescriptions or performing other pharmaceutical services. (b) Cost Sharing. Members are responsible for the payment of the applicable cost sharing to Cigna Home Delivery Pharmacy for each prescription or prescription refill. Employer acknowledges that Cigna Home Delivery Pharmacy may suspend services to a Member who is in default of any cost -sharing obligations, in accordance with Cigna Home Delivery Pharmacy's standard credit policy. If payment of such cost -sharing has not been received from the Member within one hundred twenty (120) days of dispensing of the product, the Plan will be billed for the outstanding amount following the one hundred twenty (120) day collection period. (b) Affiliation with CHLIC. Aceredo Health Group, Inc., ESI Mail Pharmacy Service, Inc., Express Scripts Pharmacy Inc., Express Scripts Specialty Distribution Services, Inc. and Lynnfield Drug, Inc. (dba Freedom Fertility Pharmacy) are licensed pharmacy 09/04/2023 86 DocuSign Envelope ID: 9FD1 FBA1-AE68-46F6-88F9-E31 DF1 C5DA72 Administrative Services Onty Agreement for City of Nliami Beach affiliates of CHLIC that fill and deliver Covered Drugs via the ma:1 service. 3. Gaits Processing. (a) General. CHLIC, in accordance with Section 2 of the Agreement, shall perform claims processing services for Covered Drugs dispensed by Retail Pharmacies or Cigna Home Delivery Pharmacy. Iry -network Claims shall be submitted via paper or electronically. Members using out -of -network covered services are required to submit a paper claim form. A separate charge may apply for the submission of any paper claim form, whether in -network or out -of -network. CHLIC is not required to provide coordination of benefits (COS) services for Claims for drugs dispensed, and electronically processed, at a pharmacy; Claims may be processed without consideration of a Members coverage under another plan. (b) Drug Utilization Review. CHLIC shall perform a concurrent Drug Utilization Review ("DUR") analysis of each prescription submitted for processing. Such DUR Analysis may include, for example: (1) prescribed dosage within a safe range; (2) drug -to - drug interaction; (3) drug -to -allergy interaction; (4) age -to -drug interaction; (5) duplicate therapy; (6) quantity limitations; and (7) days' supply. DUR processes shall not override the prescribers. the pharmacist's or other health care provider's professional judgment. 4. Utilization Management Program. CHLIC shall, in accordance with Section 2 of the Agreement administer the Pharmacy Benefit utilization management program(s) identified in this Agreement. Employer acknowledges that CHL1C's coverage policies and claims administration procedures, which are utilized across CHLIC's self -funded and insured book -of -business to adjudicate claims and administer appeals, may change periodically. As an example of the coverage criteria that may apply to a pharmaceutical product, a Member may have to try one or more preferred pharmaceutical products, or demonstrate why trying the preferred pharmaceutical product(s) would be clinically inappropriate, in order to obtain coverage under the Plan for a given pharmaceutical product Employer further authorizes CHLIC to allow coverage for a use that would otherwise be excluded in the event of co -morbidities, complications and other factors not expressly addressed by the coverage policies utilized by CHLIC in reviewing Claims for coverage. CHLIC may rely wholly upon information about the Member and the prescriber's diagnosis of the Member's condition. CHLIC shall not substitute its judgment for the judgment of the prescribing physician, nor shall it determine medical necessity or make other medical determinations other than for coverage purposes. 5. Rebate Management. CHLIC shall pay Employer amounts equal to the Rebate amounts specified in the Schedule of Financial Charges. b. Drug -Related Services. (a) Special!y Drugs. CHLIC shall process Claims regarding Specialty Drugs subject to the following provisions: 08/04/2023 87 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach (1) The Specialty Pharmacy shall 1111 prescriptions for Specialty Drugs based on the professional judgment of the dispensing pharmacist, accepted pharmacy practices and product guidelines. (2) A list of Specialty Drugs available via the Specialty Pharmacy and the pricing for those Specialty Drugs shall be made available as in effect on the Effective Date, as set forth in Appendix B. After the Effective Date, Employer may request that CHLIC provide it with an updated list of Specialty Drugs available via the Specialty Pharmacy and the pricing with respect thereto. (3) To the extent acting in the capacity as a mail order pharmacy, the Specialty Pharmacy shall ship Specialty Drugs to Members in accordance with its standard procedures. (4) Members are responsible for the payment of the applicable cost sharing to the Specialty Pharmacy for each prescription or prescription refill. Employer acknowledges that the Specialty Pharmacy may suspend services to a Member who i" in default of any cost -sharing obligations, in accordance with the Specialty Pharmacy's standard credit policy. If payment has not been received from the Member within one hundred twenty (120) days of dispensing, the Plan will be billed following the one hundred twenty (120) day collection period. (5) For the purposes of clarity, CHLIC does not exert direction or control over the pharmacists at the Specialty Pharmacy in filling prescriptions or performing other pharmaceutical services. (b) Compound Drugs. CHLIC shall process prescribed Compound Drugs to the extent covered under the Plan. CHLIC shall treat as Covered Drugs only those components of a Compound Drug that would otherwise be treated as Covered Drugs were they not part of a Compound Drug. (c) Discount Card Program. In order to help reduce ivlember pharmacy costs, CHLIC may partner and apply pharmacy discount card program market pricing where available for certain Generic Drugs. As such, certain, eligible claims may be processed by a pharmacy discount card provider when there is price favorability to the Member. Such claims will adjudicate at the pharmacy discount card market price as a cash claim. Claims will adjudicate in accordance with Employers Plan design and clinical rules, and Member paid amounts may be applied toward deductible and out of pocket accumulator amounts unless Employer opts out of program enrollment. Claims processed under the program will be included in Rebate and pharmacy financial guarantees, where such guarantees apply. Member direct claims are excluded from the program. Program terms and conditions are subject to change upon no less than forty-five (45) days' prior notice. 7. Member Communications and Services 08/04/2023 88 DocuSign Envelope ID: 9FD1FBA1-AE6846F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach (a) Member Communication, CHLIC shall provide to Members an ID card and instructions to access Member materials online, including the Formulary, the Retail Pharmacy directory, Cigna Home Delivery Pharmacy, information, and an out -of -network Claim reimbursement form, (b) Rx Savings Messenger. CHLIC may send personalized mailings to Members regarding the Generic Drugs and preferred Brand Drugs and savings available from Cigna Home Delivery Pharmacy. (c) Call Center. CHLIC shall maintain toll -free customer service lines twenty-four (24) hours per day, seven (7) days per week for the purpose of responding to inquiries from Members regarding Retail Pharmacy, Cigna Home Delivery Pharmacy or Claims issues. S. Formulary Management; Clinical Programs, Other Services. CHLIC shall provide Formulary management services, which shall include implementing Formulary placement decisions and determinations to apply utilization management requirements made by CHLIC. CHLIC makes Formulary determinations based on consideration of clinical and economic factors. Clinical factors may include, but are not limited to, the CHLIC P&T Committee's evaluation of the place in therapy, relative safety or relative efficacy of the drug, as well as whether certain supply limits or other utilization management requirements should apply. Economic factors may include, but are not limited to, the drug's acquisition cost including, but not limited to, assessments on the cost effectiveness of the drug and available Rebates. Employer acknowledges that the Formulary, utilization management requirements, and coverage policies used by CHLIC to perform coverage reviews, including any changes made thereto, are adopted by Employer, When considering a drug for Formulary placement or other coverage conditions, CHLIC reviews clinical and economic factors regarding enrollees as a general population across its relevant book -of -business. CHLIC may also provide the clinical, safety and/or trend programs, or other programs and services to Employer, some of which may require payment of additional fees by Employer. If additional fees are required for such a program -or service, CHLIC shall include the fee in the Schedule of Financial Charges or otherwise communicate the same in writing to by Employer. PHARMACY BENEFIT MANAGEMENT -PROGRAM OPERATIONS 1. Implementation of Agreement. (a) Project Plan. Employer and CHLIC shall develop an agreed upon implementation project plan with respect to the Agreement prior to the Effective Date or prior to the implementation with respect to any new Pharmacy Benefit under this Agreement following the Effective Date. (b) Initial Data and Commencement of Pharmacy Benefit Management Services. Prior to the Effective Date, Employer shall provide CHLIC with all data and/or documentation necessary for CHLIC to provide the services specified in this Agreement. Such data and/or documentation shall include, but is not necessarily limited to, claims history and Member prior authorization history. 08/04/2023 89 DocuSign Envelope ID9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Assuming all data specified in the preceding sentence is received sufficiently in advance of the Effective Date, CHLIC shall commence providing services under this Agreement as of the Effective Date. 2. Timely Provision of Data by Employer. Employer acknowledges that CHLIC shall not be held responsible for, and shall be released from, fulfilling any obligation or performing any service under this Agreement if Employer or its designee does not provide accurate information in a timely manner. 3. Reporting. CHLIC shall make available to Employer CHLIC's standard reporting applications, subject to Applicable Law and Exhibit D, including, without limitation. HIPAA and state privacy laws. 4. Claims Data. (a) Retention. CHLIC shall retain data with respect to Claims for at least ten (10) years from the date the prescription is tilled. Following the close of such retention period, CHLIC shall retain and dispose of such Claims data pursuant to its then -current standard policies and procedures, Applicable Law and the Business Associate Agreement described in the Agreement. (b) Disclosure to Vendor. Upon Employer's written request and subject to execution of a non -disclosure agreement acceptable to CHLIC, CHLIC shall provide prescription Claims data in its standard format to a vendor contracted with Employer and otherwise acceptable to CHLIC solely for the purposes of such vendor's support of Plan administration functions. Employer agrees that its vendors may not utilize Claims data for any other purpose, including, without limitation, developing products and services, analyzing the Claims data against market benchmarks or CHLIC competitors or adding to a normative database (even if de - identified and/or blinded as to Member and PBM/carrier) for the Employer's or vendor's commercial use. Employer shall be responsible for any use or disclosure of Claims data, or any services provided, by the vendor. Notwithstanding the foregoing, all audits of any pricing guarantees, Rebate -sharing obligations or Claims processing accuracy shall be conduct=d in accordance with the terms in this Agreement specifically relating to such audits. (c) De -Identified Data. During and after the term of this Agreement, CHLIC may use Claims, drug, and medical data that has been de -identified in accordance with HIPAA for research, provider evaluation, database maintenance, and other commercial purposes. This provision shall survive termination or expiration of the Agreement. S. Pharmaev Claims Processing Audits. (a) Employer may, to the extent specified below and at no additional charge, conduct a claims processing audit of CHLIC's administration of Plan Benefits, once every Plan Year provided that the Agreement has been duly executed by Employer and 09/04/2023 90 DocuSign Envelope ID. 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Employer is current in the payment of all pharmacy claims under the Agreement. New audits shall not be initiated until all parties have agreed that any and all prior pharmacy -related audits are closed. In order to balance the need to adequately support the audit process for all CHLIC clients, with an efficient allocation of resources, employers who choose to audit one or more components of the pharmacy arrangement must do so through a single annual audit. (b) Claims processing audits shall be subject to the following conditions: (1) the audit may take place while the Agreement is in effect or within one (1) year after the termination or expiration of the Agreement; (2) the initial audit period for a retrospective claims audit shall not exceed the twenty-four (24) months period i-nmediately preceding CHLIC's receipt of the request to audit; (3) Employer shall be responsible for its incurred costs regarding the audit; (4) Employer shall designate_ with CHLIC's consent, such consent not to be unreasonably withheld. an independent, third party auditor to conduct the audit (the "Auditor") so long as such Auditor is not engaged in providing services for Employer (including, but not limited to the Auditor's engagement as an expert witness in litigation against CHLIC or its affiliates), or otherwise, that conflict with the scope or independent nature of the audit (as determined by CHLIC acting reasonably and in good faith), and provided that Employer's Auditor executes a mutually acceptable confidentiality agreement: (5) Employer shall provide to CHLIC at least thirty (30) days prior written notice of its intent to audit, and any request by Employer to permit an Auditor .o perform an audit will constitute Employer's direction and authorization to CHLIC to disclose PHI to the Auditor; (6) CHLIC will provide all data as reasonably necessary for Auditor to perform the claims processing audit within thirty (30) days following the latter of the audit kick-off call and the Audit Agreement being fully executed or, when applicable, as otherwise agreed upon by the Parties; (7) following Auditor's initial review of the claims, Auditor will provide CHLIC in writing with all suspected categories of claim errors, if any, together with an electronic data file, in a mutually agreed upon format, containing up to three -hundred (300) claims, so that CHLIC may evaluate and investigate Auditor's suspected errors; (8) CHLIC will respond to the suspected errors within sixty (60) days from CHLIC's receipt of such written findings; (9) upon receipt and review of CHLIC's responses, Auditor will provide CHLIC with a written report of Auditor's findings and recommendations before or at the same time such audit report is provided to Employer; (10) CHLIC will respond to the audit report within thirty (30) days of the issuance of Auditor's report; (11) once both Parties have accepted the audit results, the audit shall be considered closed and final; (12) to the extent the mutually accepted audit results demonstrate claims errors, CHLIC will reprocess the claims and make corresponding adjustments to Employer; (13) CliLIC's obligations to respond within the designated periods above is conditioned upon a good faith and cooperative working relationship between Employer and/or its Auditor and CHLIC, including but not limited to no new or additional issues that appear in the final report that were not otherwise provided to CHLIC during the preliminary review of suspected errors. this provision shall survive termination or expiration of the Agreement 6. Pharmacv Rebate Audits. 08/04/2023 91 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach (a) Employer may, to the extent specified below, in accordance with the following requirements, and at no additional charge, audit CHLIC's payment of Rebates provided that the Agreement has been duly executed by Employer and Employer is current in the payment of all pharmacy claims under the Agreement. Any Rebate audit shall occur following CHLIC's issuance of the annual financial reconciliation to Employer once in each twelve (12) month period. N:w audits shall not be initiated until all parties have agreed that all prior pharmacy -related audits are closed. In order to balance the need to adequately support the audit process for all Cl ILIC clients, with an efficient allocation of resources, employers who desire to audit one or more components of the pharmacy arrangement must do so through a single annual audit. (b) Rebate audits shall be subject to the following conditions: (1) Employer and CHLIC shall agree on a mutually acceptable, independent, third -party auditor to conduct the audit, including the individual(s) employed or contracted to perform the audit to ensure that they shall not have a conflict of interest that could reasonably diminish their impartiality (the "Auditor"); (2) Employer shall be responsible for its incurred costs regarding the audit; (3) Employer shall provide CHLIC with at least forty-five (45) days prior written notice of its intent to audit; (4) a mutually agreed upon nondisclosure/nonuse agreement for rebate audits shall be executed by Employer, the Auditor and CHLIC; (5) the scope of records to be audited as being necessary to determine CHLIC's compliance with its contractual Rebate payment obligations under the Agreement shall be as mutually agreed upon by the Auditor and CHLIC; (6) the Auditor may select for audit purposes the records of up to five (5) manufacturers for two (2) calendar quarters from the last reconciled plan ,year immediately preceding the written request to audit; (7) the audit shall be conducted at a mutually acceptable time during regular business hours at CHLIC's offices where such records are located; (8) records shall not be removed or photocopied without CHLIC's express written consent; (9) for the sole purpose of confirming compliance with the audit Confidentiality Agreement, Auditor will first submit in draft to CHLIC, and prior to submission to Employer, its Rebate audit report, so that CHLIC can confirm that no terms of *he applicable rebate agreements which are confidential, are disclosed in the audit report; (10) the Auditor shall provide its final audit report to CHLIC and Employer at the same time: and (11) the Auditor may disclose the aggregate amount of Rebates due Employer but no other details of CHLIC's rebate contracts of which the Auditor is apprised, if any. This provision shall survive termination or expiration of the Agreement. 7. Pharmacv Financial Guarantee Reconciliation Audits. (a) Employer may, to the extent specified below and at no additional charge, conduct a Financial Guarantee Reconciliation audit once every Plan Year following CHLIC's issuance of the annual financial reconciliation to Employer, provided that the Agreement has been duly executed by Employer and Employer is current in the payment of all pharmacy claims under the Agreement. New audits shall not be initiated until all parties have agreed that all prior pharmacy -related audits are closed. In order to balance the need to adequately support the audit process or all CHLIC clients, with an efficient allocation of resources, 08/04/2023 92 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach employers who choose to audit one or more components of the pharmacy arrangement must do so through a single annual audit. (b) Financial Guarantee audits shall be subject to the following cond_tions: (1) the audit may take place while the Agreement is in effect or within one (1) year after the termination or expiration of the Agreement; (2) such audit may cover up to two prior contract years to the extent such prior contract years have not previously been audited; (3) Employer shall be responsible for its incurred costs regarding the audit; (4) Employer shall designate with CHLIC's consent, such consent not to be unreasonably withheld, an independent, third party auditor to conduct the audit (the `Auditor") so long as such Auditor is not engaged in providing services for Employer (including, but not limited to the Auditor's engagement as an expert witness in litigation against CHLIC or its affiliates), or otherwise, that conflict with the scope or independent nature of the audit (as determined by CHLIC acting reasonably and in good faith), and provided that Employer's Auditor executes a mutually acceptable confidentiality agreement; (5) Employer shall provide CHLIC with at least thirty (30) days' prior written request for the audit, and any request by Employer to permit an Auditor to perform an audit will constitute Employer's direction and authorization to CHLIC to disclose PHI to the Auditor; (6) CHLIC will provide all data as reasonably necessary for Auditor to determine that CHLIC has performed in accordance with its contractual obligations regarding the financial guarantees, and CHLIC will provide such data within thirty (30) days following the latter of the audit kick-off call and the confidentiality agreement being fully executed or, when applicable, as otherwise agreed upon by the Parties; (7) any adjustments resulting from the audit will be based upon the actual Claims reviewed and not upon statistical projections or extrapolations, as the Auditor will be furnished with 100% of the paid Claims processed during the applicable contract period for purposes of the audit; (8) following Auditor's initial review and prior to the submission of its written audit report, the Auditor will provide CHLIC in writing with all of the suspected errors, if any, and CHLIC will respond to such suspected errors within sixty (60) days from CHLIC's receipt of such preliminary findings; (9) CHLIC will respond to any audit report issued by the Auditor within thirty (30) days of the issuance of same; and (10) CHLIC will reconcile mutually agreed upon amounts due to Employer within a reasonable period of time following mutual agreement regarding any amount due to the Employer. CHLIC's obligations to respond within the designated periods above is conditioned upon a good faith and cooperative working relationship between Employer and/or its Auditor and CHLIC, including but not limited to no new or additional issues that appear in the final report that were not otherwise provided to CHLIC during the preliminary review of suspected errors. This provision shall survive termination or expiration of the Agreement. PHARMACY BENEFIT MANAGEMENT - FUNDING AND PAYMENT OF CLAIMS; CHARGES 1. Funding and Payment of Claims. With respect to Pharmacy Benefits, (1) CHLIC may withdraw funds from the Bank Account for the purposes specified in Section 3 of the Agreement five times per month, and (2) any recovered overpayments shall be credited to Employer via a line item on its invoice, less the fee set forth on the Schedule of Financial Charges. 08/04/2023 93 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach 2. Retroactive Member Chanees and Terminations. Notwithstanding anything in the Agreement to the contrary, Employer shall remain responsible for all charges and Bank Account Payments incurred or charged through the date CHLIC processed Employer's notice of a retroactive change or termination of a Member's enrollment in the Plan. Notwithstanding anything to the contrary in Section 4.c. of the Agreement, with respect to Pharmacy Benefits, CHLIC generally will implement eligibility updates received from Employer that adhere to CHLIC's standard electronic format as soon as reasonably practicable following receipt of such updates. PHARMACY BENEFIT MANAGEMENT - FIDUCIARY ACKNOWLEDGMENTS CHLIC offers pharmacy benefit management services for consideration by Employer and other entities. The general parameters of such services and the supporting systems have been developed by CHLIC as part of CHLIC's administration of its general business as a pharmacy benefit manager for entities that sponsor group health plans. The Parties have negotiated the terms of this Agreement in an arm's-length fashion. Except to the extent CHLIC conducts the final level of internal appeal as set forth in Section 2.c of the Agreement, the Parties assert that neither Party intends that CHLIC shall be a fiduciary with respect to Pharmacy Benefits for either ERISA (if applicable) or state law purposes, and neither Party shall name CHLIC or any of its affiliates as a "plan fiduciary" with respect to its management of Pharmacy Benefits. Employer acknowledges and agrees that CHLIC (i) dues not have discretionary authority or control respecting management of the Pharmacy Benefits, and (ii) does not exercise any authority or control respecting management or disposition of the assets relating to Pharmacy Benefits or of Employer. Rather, Employer retains all such authority and control. The Parties agree that, upon reasonable notice, CHLIC shall have the right to terminate its Pharmacy Benefit services under this Agreement to any Plan and/or Members located in a state that requires a pharmacy benefit manager to be a fiduciary to Employer, the Plan or a Member. This provision shall survive termination or expiration of the Agreement. PHARMACY BENEFIT MANAGEMENT - FINANCIAL ARRANGEMENTS 1. General. CHLIC contracts with its PBM affiliate for the provision of pharmacy benefit services and financial arrangements. As such, CHLIC or its PBM affiliate, directly or indirectly contract on their own accounts with Retail Pharmacies and Cigna Home Delivery Pharmacy to dispense covered pharmaceutical products to Employer's Members, and not on behalf of, or for the benefit of, Employer or the Plan; accordingly, any discounts or other remuneration CHLIC or its PBM affiliate earns under an arrangement with a Retail Pharmacy or Cigna Home Delivery Pharmacy are obtained for, and inure to, the sole and exclusive benefit of CHLIC or its PBM affiliate, and not the Employer or the Plan. Amounts paid by CHLIC or its PBM affiliate or by the PBM affiliate for Retail Pharmacy or Cigna Home Delivery Pharmacy for Brand Drug, Generic Drug, or Specialty Drug Claims may or may not be equal to the amount charged to Employer and/or Member. If the amount paid by Employer and/or Member does not equal the amount paid by CHLIC or its PBM affiliate or by the PBM affiliate to a particular pharmacy, CHLIC and its PBM affiliate will absorb or retain such difference. CHLIC may directly or indirectly contract for Rebates, Manufacturer Administrative Fees, and other remuneration on its own behalf and for its own benefit, and not on behalf of Employer or the Plan. As an example of other remuneration other than Rebates or Manufacturer Administrative Fees that CHLIC may earn, CHLIC may also directly or indirect!y earn from pharmaceutical manufacturers remuneration 08/04/2023 94 DocuSign Envelope ID 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach in connection with value payments and/or services that CHLIC providm to Employer ("Value -Based Payments"). Notwithstanding anything in this Agreement to the contrary, any Value -Based Payments earned by CHLIC are separate and apart from any Rebates or Manufacturer Administrative Fees that CHLIC directly or indirectly earns from pharmaceutical manufacturers, and CHLIC may retain any Value -Based Payments it cams. As examples of the value payments and/or services that CHLIC may provide to Employer in connection with Value -Based Payments that CHLIC may earn, CHLIC may provide care management or other services to Employer and/or remit to Employer monetary credits if Members discontinue therapy on certain pharmaceutical products. Information regarding any services, and/or monetary credits or other financial value, for which Employer may be eligible with respect to specific pharmaceutical products or therapeutic classes/conditions. including the products for which monetary credits or other financial value may be available to Employer, the amount of that value, and other payment terms, is available upon request. Any value payments and/or services provided by CHLIC to Employer are subject to change or termination by CHLIC as the value program(s), if any, offered by CHLIC change(s) or terminate(s), Accordingly, CHLIC retains all right, title and interest to any and all actual Rebates, Manufacturer Administrative Fees, Value -Based Payments, and other remuneration directly or indirectly received from manufacturers. CHLIC may provide Employer amounts equal to all or some portion of the Rebate and Manufacturer Administrative Fee amounts, or other financial value generated in connection with any value program(s), allocated to Employer, if any, and as specified on the Schedule of Financial Charges, from CHLIC's general assets (neither Employer, its Members, nor Employer's Plan retains any beneficial or proprietary interest in CHLIC's general assets). Rebate and Manufacturer Administrative Fee amounts received vary based on factors including, without limitation, Employer -specific utilization, the volume of utilization as well as Formulary position applicable to the drug or supplies, and adherence to various formulary management controls, benefit design requirements, and Claims volume. Employer acknowledges and agrees that neither it, its Members nor its Plan will have a right to interest on, or the time value of, any Claim payments charged by CHLIC to Employer or any Rebate, Manufacturer Administrative Fee or other payments received by CHLIC during the collection period of moneys payable under this section, if any, and that CHLIC shall retan any such remuneration. For purposes of this provision, the term CHLIC shall also include and mean CHLIC's PBM affiliate, Express Scripts, Inc. 2. Affiliates. Cigna Home Delivery Pharmacy may maintain product purchase discount arrangements and/or fee -for -service arrangements with pharmaceutical manufacturers and wholesale distributors in its capacity as a mail service and/or specialty pharmacy. Cigna Home Delivery Pharmacy may contract for these arrangements on its own account in support of its pharmacy operations, and not on behalf of, or for the benefit of. Employer or the Plan. Accordingly, Cigna Home Delivery Pharmacy retains the sole and exclusive benefit of any difference between its acquisition cost for a pharmaceutical product and the amount charged to Employer under this Agreement. Further these arrangements relate to services provided outside of this Agreement and other pharmacy benefit management arrangements and may be entered into without regard to whether a specific drug is on one of the formularies that CHLIC offers to entities that sponsor group health plans. Discounts and fee -for -service payments received by Cigna Home Delivery Pharmacy are not part of the pharmacy benefit management formulary rebates or associated administrative fees or charges paid to CHLIC in connection with CHLIC's pharmacy benefit management formulary rebate programs. O8104/2023 95 DocuSign Envelope ID: 9FD1FBA1-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beacb This provision shall survive termination or expiration of the Agreement. PHARMACY BENEFIT MANAGEMENT - OBLIGATIONS UPON TERMINATION Upon notice of termination of this Agreement, the following provisions shall apply with respect to Pharmacy Benefits: a) Employer shall notify Members at least thirty (30) days prior to the termination of the Agreement becoming effective of any transition to a successor pharmacy benefit manager. b) If mutually agreed upon by CHLIC and Employer, CHLIC shall provide services following termination of the Agreement at CHLIC's then -prevailing rate. Such services, if any, shall be determined by mutual agreement of CHLIC and Employer in advance of the termination of the Agreement becoming effective. c) Upon request by Employer and subject to execution of a nondisc.osure agreement acceptable to CHLIC, CHLIC shall transition Claims files and/or history to the pharmacy benefit manager or other third party specified by Employer and otherwise acceptable to CHLIC, at no additional cost to the Employer. Any disclosure of Claims files and/or history shall be limited to the information the successor pharmacy benefit manager or other third party needs to implement or administer Employer's pharmacy benefits. CHLIC shall not be required to directly or indirectly release, and Employer shall not release, PBM Proprietary Information to any such third party. d) Upon termination of the Agreement for any reason, the Parties shall handle Confidential Information, PBM Proprietary Information and Protected Health Information (as defined in the Business Associate Agreement attached as Exhibit D) pursuant to the terms of the Agreement. e) In the event that CHLIC terminates the Agreement pursuant to Section I M of the Agreement, CHLIC shall have no further obligation following the date of such termination to pay Employer any Rebates, or any other amount that may otherwise be payable by CHLIC to Employer. This provision shall survive termination or expiration of the Agreement. PHARMACY BENEFIT MANAGEMENT - CONFIDENTIALITY 1. General. Employer acknowledges and agrees that CHLIC's PBM Proprietary Information constitutes competitively sensitive trade secrets, and that its misuse or mis-disclosure could result in material frna.-rcial and legal loss or liability to CHLIC, its affiliates and their respective subcontractors. CHLIC shall not be required to disclose PBM Proprietary Ittfurmatiun to Employer except to the extent necessary for Employer to exercise any audit rights expressly provided hereunder or perform other Plan administration functions. If CHLIC discloses PBM Proprietary Information to Employer, or, if CHLIC consents, to the Employees vendor or designee, CHLIC may 08/04.12023 96 DocuSign Envelope ID: 9FD1FBA1-AE68146F6-88F9-E31DF1C5DA72 Administrative Services Onh Agreement for City of Miami Beach require Employer, or its vendor or designee, to execute a non -disclosure agreement specifically relating to the requested PBM Proprietary Information. Employer agrees that it and its vendors may not utilize PBM Proprietary Information for any purpose other than performing Plan administration functions, including, without limitation, developing products and services, de -identifying, blinding or analyzing the PBM Proprietary Information against market benchmarks or CHLIC competitors or adding to a normative database for the Employer's. or vendor's or designee's, commercial use. For the purposes of clarity, information shall not cease to qualify as PBM Proprietary Information if Employer or its vendor or designee de -identifies and/or blinds the PBM Proprietary Information such that the information cannot be traced or identified to a Member or CHLIC, its affiliates or their respective subcontractors. Employer shall be solely responsible for any disclosure of PBM Proprietary Information by CHLIC to Employer or its vendor or designee, or arty subsequent use or disclosure by Employer or its vendor or designee, or services provided by the same. Notwithstanding anything herein to the contrary. in no event will CHLIC be required to disclose to Employer, or its vendor or designee, information related to, or including, its pharmacy network agreements, vendor agreements or pharmaceutical manufacturer agreements. 2. Compelled Disclosures. If at any time Employer, or its vendor or designee, is required by law, court order or other valid legal process to disclose any Confidential Information, it will promptly notify CHLIC prior to any such compelled disclosure and, upon request, cooperate with CHLIC in seeking a protective order or other available relief to contest or limit the scope of such compelled disclosure. 3. Return or Destruction of Information. At any time upon CHLIC's request or upon expiration or termination of this Appendix A or the Agreement. whichever occurs first, Employer will, at CHLIC's option, promptly deliver, or, as the case may be, compel its vendor or designee to deliver, to CHLIC all PBM Proprietary Information or other Confidential Information (or such portion thereof as requested) and not retain any copies in whole or in part of such PBM Proprietary Information or other Confidential Information, or securely destroy or dispose. or, as the case may be, compel its vendor or designee to destroy or dispose, of those portions of documents and other materials in any form, including electronic form, prepared by or received by the Employer or its vendor or designee, that contain or reflect such PBM Proprietary Information or other Confidential Information. Employer, or its vendor or designee, shall certify such return and destruction, as the case may be, to CHLIC. 08/04/2023 97 DocuSign Envelope ID: 9FD1FBA I-AE68-46F6-88F9-E31DF1C5DA72 Administrative Services Only Agreement for City of Miami Beach Appendix B - Cigna Home Delivery Pharmacy Specialty Drug List THIS SPECIALTY DRUG LIST IS CONFIDENTIAL, PROPRIETARY INFORMATION OF CHLIC. IT IS PROVIDED SOLELY FOR EMPLOYER'S PLAN ADMINISTRATION PURPOSES. RE -DISCLOSURE IS STRICTLY PROHIBITED EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW. CHLIC RESERVES ALL LEGAL RIGHTS AND REMEDIES TO ENFORCE. THESE PROHIBITIONS ON USE AND DISCLOSURE. The Specialty Drug List shall be provided separately to Employer, and is hereby incorporated into the Agreement by reference, inclusive of any changes made subsequent to CHLIC's initial issuance of the Specialty Drug List to Employer to the pharmaceutical products included on the Specialty Drug List or the discounts pertaining to such pharmaceutical products. Upon Employer's request on or after the Effective Date, CHLIC shall provide to Employer an updated Specialty Drug List. Currently Marketed Specialty Drugs on this Specialty Drug List. The discounts in this Specialty Drug List are the discounts that will be adjudicated in CHLIC's claim processing system for the drug indicated when dispensed by Cigna Home Delivery Pharmacy, subject to all of the following. The discounts in this Specialty Drug List are based on the terms and design of the Pharmacy Benefit that Employer has adopted and disclosed to CHLIC. Accordingly, if Employer fails to disclose to CHLIC:, for example, that it uses or intends to use a consumer -driven health plan, a major cost - sharing program, or a utilization management program promoting generic or OTC drugs over brand drugs, CHLIC may adjust the discounts as it reasonably deems necessary to preserve the economic value or benefit of this Agreement as CHLIC anticipated based on the terms and design of the Pharmacy Benefit previously disclosed to CHLIC and prior to CHLIC's discovery of the Pharmacy Benefit design feature that materially impacts CHLIC's discounts in this Specialty Drug Lis-,. • The discounts in this Specialty Drug List shall not apply to Compound Drug claims, Claims that process at U&C, direct member reimbursement (DMR) Claims, and drugs adjudicated under the medical benefit. Any or all of the discounts in this Specialty Drug List may be adjusted by CHLIC to the extent reasonably necessary to preserve the economic value of this Agreement as it existed immediately prior to the occurrence of any of the following events; (a) there are any significant changes in the composition of CHLIC's pharmacy network or in CHLIC's pharmacy network contract compensation rates, or the structure of the pharmacy stores/chains/vendors that are contracted with CHLIC, including but not limited to disruption in the retail pharmacy delivery model, or bankruptcy of a chain pharmacy; or (b) there is a change in government laws or regulations which has a significant impact on pharmacy claim costs; or (c) any material manufacturer -rebate contracts with or for the benefit of CHLIC are terminated or modified in whole or in part; or (d) there is any legal action or Law that materially affects or could materially affect the manner in which CHLIC's rebate program is administered or an existing Law is interpreted so as to materially affect or potentially have a material effect on CHLIC's administration of the Pharmacy Benefit; (e) there is a material change in the Plan or the Plan's Pharmacy Benefit that is initiated by Employer which impacts CHLIC's costs or (f) a major change in market conditions affecting the pharmaceutical or pharmacy benefit management market, a drug shortage in the market, an issue involving the safety of the drug supply, or similar market situation. New -to -Market Specialty Products. Specialty Drug Claims, excluding Limited Distribution Drugs and 08/04/2023 98 DocuSign Envelope ID9FD1FBA1-AE68-46F6-88F9-E31DF1C51DA72 Administrative Services Only Agreement for Cit. of Miami Beach Exclusive Distribution Drugs, that are for new -to -market drugs will have a minimum market-imrod urtion guaranteed discount of 11.45% off the drug's A WP. "[.invited Distribution Drug" or "Exclusive Distribution Drug" shal+ mean a Specialty Drug that is not generally available from most or all pharmacies and is restricted to select phanmacies as determined by a pharmaceutical manufacturer. The list of Limited Distribution Drugs and Exclusive Distribution Drugs will be maintained by CHLIC. 08/04/2023 99 DocuSign Envelope ID: 9FD1 FBA1-AE68-46F6-88F9-E31 DF1 C5DA72 Administrative Service% Only ,Agreement for City of Miami Beach Appendix C - SaveOnSP Program 1. The SaveOnSP Program is a Member cost share savings program available when the Employer makes certain pharmacy benefit plan design changes such that program specialty prescription drugs are designated as non -essential health benefits with respect to federal PPACA essential health benefit requirements, and Employer establishes Member cost share at amounts that allow the receipt of manufacturer -supported patient cost share assistance in accordance with Program parameters ("Program"). Designated specialty drugs under the Program may be revised twice on a calendar year basis, 2. Employer will be responsible for the payment of Program fees which shall be 25% of program savings and for any applicable tertiary and residual cost share. The Program fees shall be measured and calculated based on the Program's standard savings and fee calculating methodology. Payment of Program fees shall be charged to the Bank Account and invoiced on a monthly, incurred basis. 3. In order to make available Program services, CFILIC is providing Employer's claims data to CHLIC's approved third -party vendor ("Vendor") on a periodic basis to facilitate such Vendor's provision of the Services. Members' claims data is heing provided under an applicable business associate agreement with such Vendor and in accordance with HIPAA including, but not limited to, the minimum necessary standards. Vendor may communicate with Employer's Member in order to provide Program services. 4. Employer acknowledges and agrees that CHLIC and Vendor is not a legal advisor and do not render any legal counseling or advice regarding the provision of Program services or benefit designs adopted by Employer. Employer understands and agrees that it is implementing a third party specialty drug program administered by Vendor. Neither CHLIC nor Vendor is responsible for ensuring that Employer or Employer's employee benefit plans independent from or in conjunction with the Program services comply with any Applicable Law including but not limited to laws, regulations, rules, ordinances and/or other guidance related to or associated with relevant federal and State Anti -kickback laws; IRS rules; ERISA; the Affordable Care Act, state insurance department regulations, state consumer protection requiremcnts, or other federal state or local laws or regulations, including but not limited to laws, regulations, rules, ordinances and/or other guidance related FISA-eligible high deductible health plans (including but not limited to Code Section 223) notwithstanding anything to the contrary. CHLIC hereby advises Employer to seek legal advice and Employer acknowledges that it will consult with its own legal counsel regarding the operation, administration, and establishment of its plans and the appropriateness of the Program. Neither CHLIC nor Vendor shall be liable to Employer or any person if any plan fails to comply with any such requirement. Employer is solely responsible for determining whether to implement the Program for its HSA-eligible high deductible health plan and addressing any compliance issues related to such implementation. 5. In addition to other provisions set forth in this Agreement, it is understood and agreed that for purposes of the Program, Employer (or the relevant plan sponsor and/or plan administrator) have full and final authority and responsibility for the plans, plan assets, and plan operation. Neither CHLIC nor Vendor is a fiduciary (as defined under ERISA or state law) of CHLIC clients' plans. CHLIC, CHLIC Affiliates and Vendor do not: (a) have any discretionary authority or control respecting management of CFILIC clients' plans' prescription benefit programs or (b) exercise any authority or 09/04/2023 100 DocuSign Envelope ID: 9FD1 FBA1 -AE68-46F6-88F9-E31 DF1 C5DA72 Administrative Services Only Agreement for City of ;Lliami Beach control respecting management or disposition of the assets of CHLIC clients' plans. All such discretionary authority and control with respect to the management of CHLIC clients' plans and plans' assets are retained by CHLIC clients and/or CHLIC clients' plans. 6. If Employer fails to timely pay in full all applicable Program fees, CHLIC reserves the right to suspend or terminate the services under the Program upon Employer failing to wake pay all applicable Program fees and upon CHLIC providing Employer thirty (30) days written notice of nonpayment, in addition to any other rights and remedies available to CHLIC under this Agreement and Applicable Law. 7. CHLIC reserves the right to modify, revise, or terminate the Program due to market conditions that have a material impact on the Program at any time. 08/04/2023 101