HomeMy WebLinkAboutContract 57224 CSC No.57224
MERITAIN HEALTH, INC.
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (this "Agreement"), effective as of January 01, 2021 (the "Effective
Date"), is by and between Meritain Health, Inc., (including any of its affiliates performing Services hereunder)
having its principal office at 300 Corporate Parkway, Amherst, New York 14226 ("Meritain") and City of Fort
Worth having its principal office at 200 Texas Street, Fort Worth, TX 76102 ("Client"). This Agreement applies
to services to be provided by Meritain to Client in connection with Client's self-funded employee welfare benefit
plan(s) formally known as: City of Fort Worth Medical Plan (the "Plan"). In consideration of the mutual
covenants and promises stated herein, and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged by each party, the parties agree as follows:
1. DEFINITIONS.
The following words and phrases have the meanings set forth below:
a. Applicable Law means any laws, codes, legislative acts and regulations, including but not limited to the
Employee Retirement Income Security Act, as amended ("ERISA") and the Health Insurance Portability
and Accountability Act, as amended ("HIPAA"), (collectively the "Applicable Laws") to the extent
applicable to a party's performance under this Agreement (and in the case of Client, applicable to the
Plan).
b. Claim means a request by any person or entity for payment or reimbursement for Covered Services.
c. Claims Payment Account means an account established, owned and funded by Client for payment or
reimbursement of Covered Services, which account constitutes an asset of Client and not the Plan.
d. Covered Services means the medical care, treatments, services or supplies described in the Plan
Document as eligible for payment or reimbursement under the terms of the Plan. Covered Services may
include at Client's request, but are not limited to, utilization review services (including pre-admission
certification, second surgical opinion, concurrent review and discharge planning) and case management
services (including those related to transplants, premature births, spinal cord injuries, multiple trauma,
chemotherapy claims, medical appropriateness, end stage cancer patients, AIDS and large claims over
$50,000 in the aggregate per year).
e. Participant means any person who is eligible, properly enrolled and entitled to benefits under the terms
of the Plan.
f. Plan Document(s) means the instrument(s), including the Summary Plan Description, if applicable, that
set forth and govern the duties of Client, as the designated Plan Administrator, as well as the eligibility
and benefit provisions that provide for the payment or reimbursement of Covered Services.
g. Provider means a preferred provider network, physician, dentist, pharmacy, hospital, laboratory or other
medical practitioner, or medical care facility, or a vendor of supplies or services, who or which is
authorized to receive payment or reimbursement for Covered Services under the terms of the Plan.
h. Summary Plan Description ("SPD") means the written materials that describe the terms and conditions
under which the Plan operates, including without limitation coverage limits and procedures of the Plan
(as described in Section 102 of ERISA if applicable).
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
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2. SERVICES.
a. Scope of Services. Meritain shall provide only those services expressly described in the attached
schedules (the "Services"), which are incorporated herein. Meritain's obligations apply only to Claims
incurred on or after the Effective Date and prior to the date this Agreement terminates or expires in
accordance with its terms (the "Termination Date"). In its performance of the Services, Meritain shall be
entitled to rely, without investigation or inquiry, upon any written communication of Client, its agents or
its third-party medical management vendor or third-party pharmacy benefits manager, if any.
b. Subcontractors. Any of the Services may, at Meritain's discretion, be performed directly by it or wholly or
in part through an affiliate of Meritain, or by another entity with which Meritain has an arrangement.
c. Suspension of Services. If Client fails to pay Fees (as hereinafter defined) when due or fund its Claims
Payment Account as required under Section 7.c. of this Agreement, in addition to any other remedies
under this Agreement, at law or in equity, Meritain shall have the right to suspend Services including
without limitation the processing of Claims until the Fees have been paid or the Claims Payment Account
has been funded in accordance with Section 7.c. of this Agreement.
d. Exclusivity. Meritain shall be the sole and exclusive provider to Client of each of the Services with respect
to the Plan.
3. TERM; TERMINATION.
a. Term; Renewal. The initial term of this Agreement begins as of the Effective Date and continues through
and including December 31, 2023 (the "Initial Term"), unless sooner terminated as provided in this
Section. Unless a party provides the other with at least thirty (30) days notice of non-renewal prior to the
end of the Initial Term or any renewal term (a "Renewal Term"), (and the Initial Term and any Renewal
Terms, collectively, the "Term") this Agreement will automatically renew in each instance for successive
twelve (12) month Renewal Terms.
b. Renewal Fees. For the Renewal Term for the period of January 1, 2024 through December 31, 2024, if
so renewed pursuant to Section 3.a, and for the Renewal Term for the period of January 1, 2024 through
December 31, 2025, if so renewed pursuant to Section 3.a, the Administrative Rates (defined in the Fee
Schedule) as set forth in the Fee Schedule, as applicable, shall apply for each such one-year Renewal
Term. For any subsequent Renewal Term after December 31, 2025, Meritain may increase the
Administrative Rates for each Renewal Term subject to Client's agreement as to such Administrative
Rates. If the parties fail to agree upon new Administrative Rates, the existing Administrative Rates for
the immediately prior Initial or Renewal Term, plus a percentage amount equal to the change in the
Consumer Price Index for all Urban Areas for the previous twelve (12) months, shall apply for each such
Renewal Term, and the parties agree that notwithstanding anything to the contrary herein, this Agreement
shall be deemed amended to reflect such increase without further action by either party.
c. Termination. This Agreement may be terminated:
i. by Meritain: (A) upon five (5) business days after written notice to Client for Client's failure to pay
any Fees when due if not paid in full within such notice period; (B) subject to the following subsection
3.c.i.C, upon five (5) business days after written notice to Client for Client's failure to fund the Claims
Payment Account as required under Section 7.c. of this Agreement if not funded in full within such
notice period; (C) immediately upon written notice to Client for Client's failure to fund the Claims
Payment Account as required under Section 7.c. of this Agreement two (2) or more times within any
three (3) month period; or (D) immediately upon notice to Client for Client's failure to promptly sign
and deliver stop loss insurance applications and disclosures, or any information or data necessary
for Meritain to perform the Services;
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ii. by either party upon thirty (30) days written notice to the other party for the other party's material
breach of this Agreement, if such breach is not cured during such thirty (30) day period;
iii. by either party upon thirty (30) days written notice after the other party: (A) becomes insolvent; (B)
is, or states in writing that it is, unable to pay its debts as they become due; (C) makes an
assignment for the benefit of its creditors; (D) files or has filed against it any proceeding in United
States Bankruptcy Court; (E) is subject to a levy, seizure or sale of a substantial part of its property
or assets on behalf of creditors; or (F) is subject to the appointment of a receiver for at least thirty
(30) days.
iv. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any
fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the
Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to the City of any kind whatsoever except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
d. Early Termination. If Client terminates this Agreement prior to the expiration of the Initial Term or any
Renewal Term, other than as permitted under Section 3.c. of this Agreement (an "Early Termination"),
Client acknowledges that such Early Termination will cause damages to Meritain, and agrees to
compensate Meritain for such damages as provided in this Section.
i. Client further acknowledges that the actual damages likely to result from an Early Termination are
difficult to estimate as of the Effective Date and may be difficult for Meritain to prove. Accordingly,
Client agrees that it shall pay, within thirty (30) days of any notice of termination on or before the
effective date of such Early Termination, whichever occurs first, an amount as calculated below under
Section 3.d.iii of this Agreement (the "Early Termination Fee").
ii. The parties intend that Client's payment of the Early Termination Fee is to be a reasonable measure
of the anticipated probable harm to Meritain arising as a result of any Early Termination, would serve
to compensate Meritain for any such Early Termination, and, although the actual damages incurred
by Meritain as a result of such Early Termination (including actual, direct, indirect, consequential,
special, and other damages) might exceed or be less than the Early Termination Fee, they do not
intend for it to serve as punishment or penalty for any such Early Termination. Meritain's acceptance
of the Early Termination Fee paid by Client constitutes a waiver of any claims for additional damages
under this Agreement related to Early Termination.
iii. The Early Termination Fee will be calculated in accordance with the chart set forth below:
Duration of Initial Number of
Term or Renewal Months of the In-
Term (the "In-Force Force Term Early Termination Fee
Term") at Date of Fulfilled
Termination
9% of the current total Administrative Rates multiplied by the
0-23 Months number of covered employees at the time of termination, multiplied
by the number of months of the In-Force Term that has been
3 Years fulfilled.
5% of the current total Administrative Rates multiplied by the
24-35 Months number of covered employees at the time of termination multiplied
by the number of months of the In-Force Term that has been
fulfilled.
5% of the current total Administrative Rates multiplied by the
2 Years 0-23 Months number of covered employees at the time of termination multiplied
by the number of months of the In-Force Term that has been
fulfilled.
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100% of the current total Administrative Rates multiplied by the
1 Year 0-11 Months number of covered employees at the time of termination multiplied
by the number of months remaining in the In-Force Term.
e. Effect of Termination.
i. Run-Out. Upon termination of this Agreement, for any reason other than termination by Meritain
under Section 3.c. of this Agreement and subject to Client's payment of the Fees for run-out
services set forth under the Fee Schedule, Meritain will continue to process Claims that were
incurred prior to, but not processed as of, the Termination Date, which are received by Meritain
not more than six (6) months following the Termination Date (the "Run-Out Period"). The terms
and conditions of this Agreement including without limitation Client's obligation to fund the Claims
Payment Account, will survive the termination of this Agreement and remain in effect with respect,
and to the extent applicable, to such Claims during the Run-Out Period. Meritain will have no
obligation with respect to Claims received after the expiration of the Run-Out Period. For the
avoidance of doubt, Meritain may terminate or suspend its obligations under this Section pursuant
to Section 2.c. or Section 3.c. of this Agreement.
ii. Subrogation. Unless Client directs Meritain, within sixty (60) days after the Termination Date, to
send it all cases in the Meritain subrogation process, Meritain will continue subrogation and
recovery efforts on all such cases and will remit to Client all proceeds it receives, less applicable
fees under the Fee Schedule and Disclosures Exhibit. If Client requests to receive subrogation
cases from Meritain, it will: (A) be deemed to have released Meritain and its subrogation vendor
from and against any and all suits, claims, losses, fees and expenses related to the subrogation
cases; and (B) reimburse Meritain for all out-of-pocket expenses.
iii. Records. Upon termination of this Agreement, following payment to Meritain of all Fees due
Meritain will release to Client or to a successor administrator, in Meritain's standard format, claims
data and records in accordance with Meritain's then-standard policies and procedures within a
reasonable time period following the Termination Date. Any other records requests by Client will
be subject to Meritain's agreement to such request and Client's payment of any costs or other
charges associated with such request.
4. STANDARD OF CARE.
Meritain will discharge its obligations under this Agreement with that level of reasonable care which a similarly
situated services provider would exercise under similar circumstances. In connection with fiduciary powers and
duties under this Agreement set forth in the Administrative Services Schedule, if any, Meritain shall observe the
standard of care and diligence required of a fiduciary under ERISA Section 404(a)(1)(B).
5. FIDUCIARY DUTY.
Client is the "plan sponsor," "plan administrator" and "named fiduciary" with respect to the Plan, as such terms
are interpreted under Applicable Law. Client, as Plan Administrator, retains complete authority and responsibility
for the Plan, its operation, and the benefits provided thereunder. Meritain is empowered to act on behalf of Client
in connection with the Plan only to the extent expressly stated in this Agreement, and that unless otherwise
expressly set forth in the Administrative Services Schedule, and if so to the limited extent so set forth in the
Administrative Services Schedule: (i) the Services will not include the power to exercise discretionary authority
over Plan operations or Plan assets (if any), and (ii) Meritain will not for any purpose be deemed to be the "Plan
Administrator" of the Plan or a "fiduciary" with respect to the Plan. Meritain's non-fiduciary services under this
Agreement are intended to and will consist only of those "ministerial functions" described in 29 C.F.R. 2509.75-
8, D-2 and will be performed within the framework of policies and interpretations established by Client. Client
has the sole and complete authority to determine eligibility of persons to participate in the Plan, and has selected
and is solely responsible for the Plan's benefit and coverage design.
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6. FEES.
a. Client shall pay Meritain all fees, costs, and other charges as set forth in the Fee Schedule, and any other
fees, costs, or charges that may be set forth in this Agreement including any Schedule or Exhibit
(collectively, the "Fees") on the first (1st) day of the month or on such other date agreed to in writing by
the parties in accordance with Meritain's then-standard policies. Meritain will provide appropriate
documentation regarding the Fees due and owed prior to the due date for that month's Services based
on eligible employees at the time the invoice is generated. If Client elects electronic funds transfer
withdrawal from Meritain for the payment of Fees, Client authorizes Meritain to withdraw the Fees from
its bank account on the due date. Adjustments to eligibility will be accounted for in the next invoice
processing period. If the Fees are not received by Meritain within ten (10) days of due date, then in
addition to any other remedies under this Agreement, at law or in equity, Meritain may charge a one and
one-half percent (1.5%) late charge per month calculated from the first day of the month on all unpaid
amounts.
b. If Client is in default of paying any Fees under this Agreement, Meritain shall have the right to set-off such
amounts against any monies due Client, including without limitation subrogation recoveries.
7. CLIENT'S RESPONSIBILITIES.
Client shall:
a. maintain and furnish to Meritain current, accurate Plan eligibility and coverage information, and submit to
Meritain written notice of any changes with respect to the status of any of the Participants within fifteen
(15) days after Client becomes aware of any such change. Such information shall be provided in a format
reasonably acceptable to Meritain and shall include the following with respect to each Participant: name
and address, social security number, date of birth, type of coverage, sex, relationship to employee,
changes in coverage, date coverage begins or ends, and any other information necessary to determine
eligibility and coverage levels under the Plan. When dependents reach the maximum age specified in the
Plan Document, such dependent will no longer be a Participant, and Client hereby directs Meritain to
automatically terminate such dependents from eligibility under the Plan without notice or further
instruction from Client. Upon termination of dependent under this Section, Meritain will provide notice of
such termination to Client;
b. resolve all ambiguities and disputes relating to eligibility;
c. with respect to the Claims Payment Account:
i. establish the Claims Payment Account and execute and deliver to Meritain and to a mutually
agreed-upon depository any and all documents necessary to empower Meritain to act as a
signatory on such account, if requested;
ii. deposit into the Claims Payment Account, within two (2) business days (or as otherwise agreed to
in writing by the parties, but no more than four (4) business days) of receipt of a funding request,
all monies required for the satisfaction of Claims;
iii. upon Meritain's request, fund claims within one (1) business day if necessary in Meritain's sole
discretion for reasons including without limitation, meeting stop loss funding obligations and
meeting prompt pay deadlines; and
iv. agree that Meritain will not be responsible for any consequences resulting from Client's untimely
funding of Claims, and that failure to fund Claims in a timely manner may result in claim denials
by its stop loss carrier, lost discounts from Providers, and/or interest and penalties, all of which
may require Client to fund any such additional sums.
0121 —City of Fort Worth—ASA 5 of 33 v081020
d. provide Meritain with copies of any and all revisions or changes to the Plan at least thirty (30) days prior
to the effective date of the changes;
e. maintain and operate the Plan in accordance with all Applicable Laws;
f. as required under Applicable Law: (i) provide and timely distribute to Participants all notices, information,
materials and documents, (ii) maintain all recordkeeping, and file all forms relative to the Plan, and (iii)
timely prepare or cause to be prepared, and timely execute, any documents, forms or contracts with
respect to the Plan;
g. timely pay: (i) any and all taxes, licenses and fees levied, if any, by any local, state or federal authority in
connection with the Plan, and (ii) any payments, underpayments, fines, penalties, interest, surcharges,
assessments, or other fees or charges assessed or levied by any governmental or regulatory entity on
or in connection with the Plan ("Regulatory Fees"); Client shall be solely liable for any Regulatory Fees
and shall pay Meritain if any are assessed against Meritain; and
h. perform those other obligations as set forth in this Agreement including without limitation any Schedule.
8. CONFIDENTIALITY.
a. Confidential Information. Each party acknowledges that it may gain access to business proprietary data,
rates, provider discounts, procedures, materials, lists, systems and information of the other party
("Confidential Information") under this Agreement. Confidential Information does not include Protected
Health Information as defined by HIPAA. Neither party may use Confidential Information of the other for
its own purpose, nor disclose such Confidential Information to any third party other than a party's
representative who has a need to know such information in relation to the administration of the Plan, and
provided that such representatives are informed of the confidentiality provisions of this Agreement and
agree to abide by them. Notwithstanding the foregoing, Client shall not disclose preferred Provider
network ("PPN") discount information to any third party, including without limitation Client's
representatives, without Meritain's prior written consent, which may be withheld in Meritain's sole
discretion, and until each recipient has executed a confidentiality agreement reasonably satisfactory to
Meritain.
b. Plan Participant Information. Each party will maintain the confidentiality of Participant-identifiable
information in accordance with Applicable Law and the terms of the HIPAA business associate agreement
attached hereto as the Health Insurance Portability and Accountability Act (HIPAA) Schedule and
incorporated herein.
c. Upon Termination. Upon termination of this Agreement a party, upon the request of the other, will return
or destroy all copies of all of the other's Confidential Information in its possession or control except to the
extent such Confidential Information must be retained pursuant to Applicable Law or in Meritain's case
cannot be disaggregated from Meritain's databases. Meritain may retain copies of any such Confidential
Information it deems necessary for the defense of litigation concerning the Services, for use in the
processing of run-out Claims and for regulatory purposes.
d. Injunctive Relief. The parties each acknowledge that compliance with this Section is necessary to protect
the business and goodwill of each party and its affiliates and that any actual or potential breach will cause
irreparable harm to the non-breaching party or its affiliates for which money damages may not be
adequate. Each party therefore agrees that if a party or its representatives breach or attempt to breach
this Section the non-breaching party may request for temporary, preliminary and permanent equitable
relief, without bond, to restrain such breach. The prevailing party shall be entitled to recover from the
other party the attorneys' fees and costs it expends in any action related to such breach or attempted
breach.
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e. Public Information Act. Client is a government entity under the laws of the State of Texas and all
documents held or maintained by Client are subject to disclosure under the Texas Public Information Act.
In the event there is a request for information which is Meritain's Confidential Information, including
without limitation PPN discount information, Client shall promptly notify Meritain prior to the disclosure or
release so that Meritain may, at Meritain's cost, seek appropriate legal relief to defend Meritain's interest
and/or contest such required disclosure or release. It will be the responsibility of Meritain to submit
reasons objecting to the disclosure or release. A determination on whether such reasons are sufficient
will not be decided by Client, but by the Office of the Attorney General of the State of Texas or by a court
of competent jurisdiction.
9. RECORDS; AUDIT RIGHTS.
a. Meritain shall maintain records of Claims made and benefits paid in such form and format as is convenient
for Meritain for at least seven (7) years, or longer if required by Applicable Laws.
b. Subject to the provisions of this Section and the remainder of this Agreement, Client may audit Meritain's
records in connection with the administration of the Plan no more frequently than once every twelve (12)
months, provided that any such audit be commenced within one (1) year following the period being
audited.
c. Meritain shall provide Client with reasonable access to such records. Meritain shall only provide access
to information that is: (i) in its possession; (ii) reasonably necessary to administer the Plan; and (iii) not
restricted from disclosure under Applicable Law or any agreement between Meritain and a third party.
d. Client shall give Meritain at least four (4) weeks prior written notice, which must include: (i) a statement
explaining its need to perform the audit; (ii) a description of the type(s) of information within the scope of
the audit, including dates, a complete and accurate listing of the transactions to be pulled for the audit,
and identification of the potential auditor; and (iii) a representation that the information to be disclosed by
Meritain is reasonably necessary for the administration of the Plan.
e. Audits shall occur at a reasonable time and place, in a manner that does not unreasonably interfere with
Meritain's ability to conduct its normal business, and at Client's sole expense. Client shall reimburse
Meritain its costs for an audit which, with Meritain's approval: (i) cannot be completed within five (5)
business days, or (ii) otherwise imposes exceptional administrative demands. Meritain reserves the right
to review and approve the sample size, the objectives of the audit and the sampling methodology
proposed by the auditors.
f. Subject to Meritain's approval, which may be withheld in its reasonable discretion, Client may designate
a third party to conduct an audit or receive information hereunder, further subject to Client and such third
party's written agreement, in a form acceptable to Meritain, that: (i) no portion of the audit is based upon
a contingency fee arrangement; (ii) each shall only use the minimally necessary amount of audit
information solely for purposes of administering the Plan and that each shall protect and maintain such
information as confidential and shall not disclose the information to any other person or entity other than
Meritain; and (iii) each shall provide Meritain with copies of all reports and summaries compiled as a
result of the audit, including any draft report. Upon Meritain's request,the auditors shall meet with Meritain
to discuss any finding contained in a draft report. Meritain may, in its discretion, include a supplementary
statement in any final audit report.
g. Client will utilize individuals to conduct audits on its behalf that are qualified by appropriate training and
experience for such work, and will perform its review in accordance with Applicable Law. Client and such
individuals will not make or retain any record of Provider negotiated rates included in the audited
transactions, or payment identifying information concerning treatment of drug or alcohol abuse,
mental/nervous or HIV/AIDS or genetic markers, in connection with any audit.
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10. OVERPAYMENTS.
a. Meritain shall reprocess any identified errors in Plan benefit payments (other than errors Meritain
reasonably determines to be de minimis), and, subject to Applicable Law, seek to recover any resulting
overpayment by attempting to contact the party receiving the overpayment twice via letter, phone, or
email. Client may direct Meritain not to seek recovery of overpayments from Participants, and if so then
Meritain shall have no further responsibility with respect to those overpayments. Meritain is not
responsible for pursuing overpayment recovery through litigation. Client shall cooperate with Meritain in
recovering all overpayments of Plan benefits.
b. If Meritain elects to use a third-party recovery vendor, collection agency, or attorney to pursue the
recovery, the overpayment recoveries will be credited to Client less the Fees for non-subrogation
recovery services as set forth under the Fee Schedule and Disclosures Exhibit. If Client specifically
identifies to Meritain a recovered overpayment that was credited to Client less the Fees for non-
subrogation recovery services, and if such identified overpayment, as determined by Meritain, is solely
and directly due to Meritain's error, Meritain shall refund the Client the Fee for non-subrogation recovery
applied or assessed for such overpayment. Client acknowledges and agrees that the recovery of
overpayments shall be governed by the process set forth in this Section 10 and Client has no right to
recover any specific overpayment nor may Client directly seek to recover any overpayments.
11. DEFENSE OF CLAIM LITIGATION.
In the event of a legal, administrative or other action arising out of the administration, processing or determination
of a Claim, the party designated in this Agreement as the fiduciary which rendered the decision in the appeal
last exercised by the Participant which is being appealed to the court ("appropriate named fiduciary") shall
undertake the defense of such action at its expense and settle such action when in its reasonable judgment it
appears expedient to do so. If the other party is also named as a party to such action, the appropriate named
fiduciary will defend the other party if the action relates solely and directly to actions or failure to act by the
appropriate named fiduciary and there is no conflict of interest between the parties. Client shall pay the amount
of Plan benefits included in any judgment or settlement in such action. The non-fiduciary party shall not be liable
for any other part of such judgment or settlement, including but not limited to legal expenses and punitive
damages, except to the extent, if any, provided under Section 11 of this Agreement.
12. LIMITATION OF LIABILITY; NO WARRANTIES.
a. EXCEPT IN THE EVENT OF MERITAIN'S FRAUD, WILLFUL MISCONDUCT, OR GROSS
NEGLIGENCE, IN NO EVENT SHALL MERITAIN HAVE ANY LIABILITY OR OBLIGATION TO
CLIENT IN EXCESS OF THE ADMINISTRATIVE FEES ACTUALLY PAID BY CLIENT TO MERITAIN
FOR THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION GIVING RISE TO ANY SUCH
LIABILITY OR OBLIGATION.
a. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL,
CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR FOR LOST PROFITS, LOSS OF
USE, LOSS OF REPUTATION OR GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE
SERVICES OR ANY SIMILAR CLAIM OR DEMAND, AND EACH PARTY EXPRESSLY WAIVES ITS
RIGHT TO MAKE ANY CLAIMS TO THE CONTRARY.
b. Client expressly agrees and acknowledges that: (i) Meritain does not render medical services or
treatments to Participants; (ii) Meritain is not responsible for the health care that is delivered by Providers,
or for a Provider's refusal to provide health care; (iii) Providers are solely responsible for the health care
they deliver to Participants; (iv) Providers are not the agents or employees of Meritain and Meritain shall
not be liable for the actions or lack thereof by Providers including without limitation under any theories of
vicarious liability, agency, ostensible authority, respondeat superior or imputed liability; and (v) the
indemnification obligations under Section 11 of this Agreement do not apply to any portion of any loss,
0121 —City of Fort Worth—ASA 8 of 33 v081020
liability, damage, expense, settlement, cost or obligation caused by the acts or omissions of Providers
with respect to Participants.
c. MERITAIN MAKES NO WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS
AGREEMENT, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES INCLUDING
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
13. DISPUTE RESOLUTION.
If there is a dispute between the parties related to this Agreement, the parties shall first attempt to resolve such
dispute by having the parties' Chief Executive Officers (or their designees) meet in person within thirty (30) days
of written notice of dispute issued by either party. If the dispute is not resolved after reasonable efforts by the
Chief Executive Officers within such thirty (30) day period, either party may then proceed to arbitration under this
Section. All disputes, controversies or claims arising out of or relating to the operation or interpretation of this
Agreement shall be settled by arbitration before one arbitrator, administered by JAMS in accordance with its
standard procedures for arbitration between domestic commercial parties. The arbitrator shall be jointly selected
by Client and Meritain and shall be a former federal judge. Any award rendered by the arbitrator shall be final
and binding upon the parties and judgment upon any such award may be entered in any court having jurisdiction
thereof. Arbitration shall take place in Fort Worth, Texas. The expenses of the arbitrator shall be borne equally
by the parties. Each party shall pay its own fees and costs relating to any arbitral proceedings, including experts'
and attorneys' fees. The arbitrator shall render its determination in a manner consistent with the terms of this
Agreement.
14. MISCELLANEOUS.
a. No Insurance; Claims Payment. This Agreement shall not be deemed a contract of insurance under
Applicable Law. Meritain does not insure, guarantee or underwrite the liability of Client under the Plan.
Notwithstanding anything to the contrary herein, Client, and not Meritain, shall remain solely liable for the
payment of Claims and all other expenses incidental to the Plan. Without limiting the foregoing, if the
Centers for Medicare and Medicaid Services ("CMS") determines that the Plan has underpaid a claim
under Medicare secondary payor laws, Plan assets will be used to correct such underpayment, and
Meritain will not be required to make such payment with its funds, regardless of when CMS requires such
payment.
b. Use of Trade Names. Meritain may make lawful references to Client and use of its logo in its marketing
activities and in informing health care providers as to the organizations and plans for which Services are
to be provided.
c. Force Maieure. With the exception of Client's obligations under Sections 6.a. and 7.c. of this Agreement,
neither party shall be deemed to have breached this Agreement, or be liable for any failure or delay in its
performance under this Agreement, if prevented from doing so by a cause(s) beyond its reasonable
control, including without limitation acts of God; acts of terrorism; natural disasters; pandemics and
epidemics; wars; riots; labor disputes or shortages; and governmental laws, ordinances, rules,
regulations, or the opinions rendered by any court, whether valid or invalid.
d. Subsequent Documents. Each party shall timely execute or provide any further documents reasonably
necessary to effect any term of this Agreement.
e. Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written
consent of the other party except Meritain may assign this Agreement without consent from the Client in
the event of any corporate reorganization, merger, or acquisition, which consent shall not be
unreasonably withheld. Any attempted assignment in violation of this Section shall be void and of no
effect.
0121 —City of Fort Worth—ASA 9 of 33 v081020
f. Miscellaneous. The parties have entered into this Agreement as independent contractors and not as
agents of one another, and neither shall have any authority to act as the representative of the other, or
to bind the other to any third party, except as specifically set forth herein. This Agreement shall be
construed and enforced in accordance with the laws of the State of Texas without reference to its conflicts
of laws principles, to the extent such laws are not preempted by ERISA. The federal courts located in
Erie County, New York shall have sole and exclusive jurisdiction of any dispute related hereto or arising
hereunder. EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LEGAL
PROCEEDING ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. No delay or failure
of either party in exercising any right hereunder shall be deemed to constitute a waiver of that right. There
are no intended third-party beneficiaries of this Agreement (including without limitation Participants). The
headings in this Agreement are for reference only and shall not affect the interpretation or construction
of this Agreement. This Agreement (including without limitation incorporated attachments, schedules and
exhibits) constitutes the complete and exclusive contract between the parties and supersedes any and
all prior or contemporaneous oral or written communications or proposals not expressly included herein.
Unless expressly provided for otherwise, if there is any conflict between the terms of this Agreement and
any schedule, the terms of this Agreement will control. If any provision of this Agreement is held to be
invalid, illegal or unenforceable for any reason or in any respect, such invalidity, illegality or
unenforceability shall in no event affect, prejudice or disturb the validity of the remainder of this
Agreement, which shall be in full force and effect, enforceable in accordance with its terms. No
modification or amendment of this Agreement shall be valid unless in a writing signed by each party. This
Agreement may be executed in two (2) or more counterparts, each and all of which shall be deemed an
original and all of which, together, shall constitute one and the same instrument. A party's electronic
signature on this Agreement shall be binding and of the same force and effect as an original signature.
By executing this Agreement, Client acknowledges and agrees that it has reviewed all terms of and
conditions incorporated into this Agreement and intends to be legally bound by the same.
g. Notices. Any notice or other communication permitted or required to be given under this Agreement shall
be in writing and shall be: (i) delivered in person, (ii) mailed, by certified mail, return receipt requested,
postage prepaid, or (iii) sent by recognized overnight courier,
If to Meritain:
Meritain Health, Inc. Meritain Health, Inc.
300 Corporate Parkway 300 Corporate Parkway
Amherst, New York 14226 Amherst, New York 14226
Attn: Regional President and Attn: Corporate Counsel
If to Client:
City of Fort Worth
200 Texas Street
Fort Worth, TX 76102
Attention: Joanne Hinton, Benefits Manager
h. Survival. Notwithstanding anything herein to the contrary, the following sections shall survive the
expiration or termination of this Agreement: Section 3.d. in accordance with its terms, Section 3.e. in
accordance with its terms, Section 8, Section 9.a. in accordance with its terms, Section 11, Section 12
and those terms that by their nature are intended to survive by their nature or in accordance with their
express terms.
i. No Boycott of Israel. Meritain acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, Client is prohibited from entering into a contract with a company for goods or services
0121 —City of Fort Worth—ASA 10 of 33 v081020
unless the contract contains a written verification from the company that it: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company"
shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By
signing this contract, Meritain certifies that Meritain's signature provides written verification to Client that
Meritain: (1) does not boycott Israel; and (2) will not boycott Israel during the Term of this Agreement.
j. Prohibition on Boycotting Energy Companies. Meritain acknowledges that in accordance with Chapter
2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), Client is
prohibited from entering into a contract for goods or services that has a value of$100,000 or more, which
will be paid wholly or partly from public funds of Client, with a company (with 10 or more full-time
employees) unless the contract contains a written verification from the company that it: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement. The terms "boycott energy company" and "company" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B.
13, § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by
signing this Agreement, Meritain certifies that Meritain's signature provides written verification to Client
that Meritain: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the Term of this Agreement.
k. Prohibition on Discrimination Against Firearm and Ammunition Industries. Meritain acknowledges
that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added by Acts
2021, 87th Leg., R.S., S.B. 19, § 1), Client is prohibited from entering into a contract for goods or services
that has a value of$100,000 or more which will be paid wholly or partly from public funds of Client, with
a company (with 10 or more full-time employees) unless the contract contains a written verification from
the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against
a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. The terms"discriminate,""firearm entity" and "firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Meritain certifies that
Meritain's signature provides written verification to Client that Meritain: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate against a firearm entity or firearm trade association during the Term of this
Agreement.
In Witness Whereof, the parties have executed this Agreement on the dates set forth below.
MERITAIN HEALTH, INC. CITY OF FORT WORTH
Ila-
Re Wald Zeno(Mar 9,2022 10:54 CST)
Name: Margie Mann Name: Reginald Zeno
Title: Regional President Title: Interim Assistant City Manager
Date: January 2, 2022 Date: Mar 9,2022
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
0121 —City of Fort Worth—ASA 11 of 33 v081020
City of Fort Worth
Af �i��
Nathan Gregory(Mar ,2022 4:14 CST)
Name: Nathan Gregory
Title: Deputy Human Resources Director
Date: Mar7,2022
City of Fort Worth
Approved as to Form and Legality:
Name: John B. Strong
Title: Assistant City Attorney
Date: Mar9,2022
City of Fort Worth
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
r 7,')9e`I9 1�1&,V
Joanne Hinton(Mar 7,2022 14:06 CST)
Name: Joanne Hinton
Title: Benefits Manager
Date: Mar 7,2022
City of Fort Worth
City Secretary ��F°FORT
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'75- ���� Co g 0
J ette S.Goodall(Mar 10,2022 11� CST) l� po °o
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Name: Jannette Goodall �� °°°°°°°°°°° a
Title: City Secretary �EXAsaaa
Date: Mar 10,2022
OFFICIAL RECORD
Contract Authorization: CITY SECRETARY
M&C: 20-0444
FT.WORTH, TX
0121 —City of Fort Worth—ASA 12 of 33 v081020
ADMINISTRATIVE SERVICES SCHEDULE
Subject to the terms and conditions of this Agreement including without limitation this Administrative Services
Schedule, the terms and conditions of the Services are set forth below.
1. MEDICAL CLAIMS ADMINISTRATION.
a. Meritain shall:
i. receive, on behalf of Client, Claims data and documentation from Participants and Providers,
process Claims incurred during the Term that contain all information necessary for Meritain to
process such Claims, using Meritain's then-current claim determination procedures in a manner
consistent with the Plan and this Agreement, and prepare and send explanation of benefits forms
to Participants as required by and consistent with Applicable Law;
ii. process, issue and distribute payments from the Claims Payment Account to Participants, Providers
or others as applicable. Meritain shall not be obligated to disburse more than the amount made
available by Client for disbursement from the Claims Payment Account, nor, under any
circumstance, be responsible to use its own assets to satisfy any Claim;
iii. make employee identification cards available to Participants;
iv. provide out-of-network discount program and cost management services, and reasonable
assistance to Client in pursuing rights of recovery arising from subrogation services and non-
subrogation recovery services; and
V. reprice out-of-network Claims for air ambulance transportation services in accordance with the Plan
Document and Meritain's policies and procedures.
b. Client and Meritain agree that with respect to Section 503 of ERISA, Meritain will be the "appropriate
named fiduciary" of the Plan for the purpose of reviewing appeals of denials of Claims under the Plan
("Appeals"). Client understands that the performance of fiduciary duties under ERISA necessarily
involves the exercise of discretion on Meritain's part in the determination and evaluation of facts and
evidence presented in support of any Claim or Appeal. Therefore, and to the extent not already implied
as a matter of law, Client hereby delegates to Meritain discretionary authority to determine entitlement to
benefits under the applicable Plan Documents for each Claim and Appeal received, including
discretionary authority to determine and evaluate facts and evidence, and discretionary authority to
construe the terms of the Plan. It is also agreed that, as between Client and Meritain, Meritain's decision
on any Claim is final and that Meritain has no other fiduciary responsibility.
c. Meritain shall receive, on behalf of Client, Appeals, and review Appeals received during the Term using
Meritain's Appeal review procedures in a manner consistent with the Plan, applicable PPN terms and
Applicable Law.
d. If the denial is upheld in the final level of appeal under the Plan Document, Meritain will determine if the
appeal is eligible for External Review Organization ("ERO") review, and if eligible, inform the Participant
of his or her right to appeal to an ERO.
2. NETWORK ACCESS.
Meritain shall provide access to Client's selected preferred Provider network (the "PPN"), as identified under the
Fee Schedule. Client acknowledges and agrees that: (a) Meritain makes no representations regarding the value
or cost effectiveness of the PPN; (b)the PPN, and not Meritain, is responsible for provider credentialing, Provider
contracting, recruiting and retention, network composition, licensing, accreditation, maintaining adequate
staffing, practice and professional standards and all other activities pertinent to the responsibilities of PPNs; (c)
Meritain does not own, direct or control the PPN and makes no guarantee and disclaims any obligation to make
any specific Providers or any particular number of Providers available for use by Participants or that any level of
0121 —City of Fort Worth—ASA 13 of 33 v081020
discounts or savings will be afforded to or realized by Client, the Plan or Participants. Access to the PPN and
PPN discounts is at all times contingent on Client's compliance with the terms of the PPN and Provider contracts,
including without limitation timely funding of Claims in accordance with the Provider's contracted rates.
Notwithstanding anything to the contrary in this Agreement, Client agrees to comply with the terms of the PPN
and the Provider contracts.
3. REPORTING.
a. Meritain will provide direct access to Client's Claims data and eligibility data and standard Claims and
statistical reporting.
b. Prepare a monthly written account report, which shall include but not limited to: (i) the funding provided
by Client; (ii) the name of each Participant or Provider that submitted a Claim to Meritain; (iii) the value
of each Claim submitted; (iv) the amount paid for each of the Claims satisfied; and (v) the total amount
of all of the Claims satisfied.
c. Prepare Meritain's standard claim and statistical reports as reasonably requested.
d. If applicable and requested by Client, to the extent maintained by Meritain timely provide Client with the
information ERISA requires to enable Client to file the Plan's Annual Report(IRS Form 5500), and provide
the Internal Revenue Service an annual report of tax reportable Claim payments made to Providers.
e. If Client utilizes an external Pharmacy Benefits Manager ("External PBM"), and if mutually agreed upon
by the parties, Meritain shall provide: (i) eligibility information to the External PBM on behalf of Client;
and/or (ii) cost-sharing accumulator reporting and data to the External PBM.
4. STOP LOSS.
a. Upon request by Client, Meritain shall:
i. use commercially reasonable efforts to procure stop loss insurance proposals (specific and
aggregate) from selected stop loss carriers for Client's consideration, which stop loss insurance (the
"Policy") shall be an asset of Client and not of the Plan;
ii. remit premiums for the Policy on behalf of Client, subject to Client's timely remittance of funds for
such premiums to Meritain; and
iii. prepare and file stop loss claims with Client's carrier, provided that in no event shall Meritain have
any obligation to file a stop loss claim or otherwise pursue or investigate any potential claim prior to
the receipt of any actual Claim for which reimbursement would be sought from the carrier.
b. Client shall: (i) provide Meritain a copy of the insurance binder or Policy promptly upon request; (ii)
promptly notify Meritain if any information provided to the stop loss Insurance carrier on behalf of Client
is incomplete or inaccurate; and (iii) timely forward to Meritain all funds required to satisfy Client's Policy
premiums on or before the first (1 st) day of each month.
c. Client agrees and acknowledges that:
i. Meritain shall not be liable for any acts or omissions in connection with the placement or
administration of stop loss insurance including the Policy;
ii. quotations and the terms of the Policy, including but not limited to the premiums, specific and
aggregate retention levels, and limitations of coverage for certain Participants issued by the carrier
are subject to the carrier's final review and such quotations and terms may change based on the
carrier's underwriting guidelines after coverage is placed; and
0121 —City of Fort Worth—ASA 14 of 33 v081020
iii. Meritain shall not be liable for Client's failure to provide full, complete and timely information to
secure stop loss insurance coverage, or for changes made by the insurer arising out of final
underwriting.
iv. Meritain does not insure or otherwise provide any guarantees with respect to the adequacy of the
Policy, nor does Meritain make any representations regarding a carrier's obligation to reimburse
Client for any Claims or other Plan costs under the Policy, including state-imposed surcharges,
taxes, or assessments. Client agrees and acknowledges that its obligation to pay Claims pursuant
to its Plan Documents, this Agreement, and as required under Applicable Law, is not dependent or
contingent on any acts or omissions of its stop loss carrier regarding the Policy, including without
limitation any potential or expected reimbursement or any denial of same.
5. OTHER SERVICES.
a. Plan Documents. If requested by Client, assist in the setting of Plan contribution levels and provide drafts
of the Plan Document(including the SPD) in accordance with Client's instructions for review and approval
by Client and its counsel. Client remains at all times responsible for the Plan's compliance with Applicable
Law, including without limitation the timely distribution of Plan Documents (including SPDs).
b. SBC Services. If requested by Client, Meritain shall prepare draft Summaries of Benefits and Coverage
("SBC"), provided that Client remains responsible to ensure the Plan's compliance with Applicable Law,
including without limitation the compliance and timely distribution of such documents.
c. State Reporting and Remittance. Meritain shall file, on Client's behalf, State Reports, and shall remit
Client's payments of State Assessments, under Applicable State Law, to the extent that Meritain's then-
current policies and procedures support a particular State Report or State Assessment. For the purposes
of this Section 6.c.: (i) "State Reports" means those reports required to be filed under Applicable State
Law with respect to a Plan's eligible Participants or Claims activity other than any required by any State
department of revenue; (ii) "State Assessments" means assessments or surcharges related to a Plan's
Participants or Claims activity levied directly on Client or the Plan other than any required by any State
department of revenue; and (iii) "Applicable State Law" means the Applicable Laws of any State. Client
acknowledges and agrees that: (i) neither Meritain nor its affiliates process or adjudicate claims covered
under any pharmacy benefits plan, and any such claims will not be included within the scope of Meritain's
obligations under this clause; and (ii) Meritain's obligations under this clause are at all times contingent
upon Client's timely provision of all information and funding required for State Reports and State
Assessments.
6. ADDITIONAL SERVICES.
Additional Services, if any, are as described in the accompanying Schedule(s) for such Services.
7. DIRECT TO EMPLOYER ARRANGEMENT.
Client has entered into a contract or arrangement with certain third party organizations (the"Direct-to-Employer
Organization") for access to certain network of Providers to receive rates or discounts applicable to Claims for
certain Covered Services provided by such network of Providers ("Direct-to-Employer Claims"). If agreed upon
by Meritain, Meritain shall reprice and adjudicate Direct-to-Employer Claims only in accordance with the
information provided to Meritain by the applicable Direct-to-Employer Organization. Neither Meritain nor its
affiliates are parties to such contract or arrangement with any of the Direct-to-Employer Organizations and
neither Meritain nor its affiliates are responsible or liable with respect to the acts or omissions of any of the Direct-
to-Employer Organizations or any conflict between the contracted or discount rate between the PPN and the
Direct-to-Employer Organizations.
0121 —City of Fort Worth—ASA 15 of 33 v081020
TELEMEDICINE SERVICES SCHEDULE
Subject to the terms and conditions of this Agreement including without limitation this Telemedicine Services
Schedule (this"Telemedicine Schedule"), the Telemedicine Services provided by Meritain are described below.
1. TERMS AND CONDITIONS.
a. Meritain shall:
i. provide Participants with access to telephonic or video-conference consultations where available
with licensed physicians, and if behavioral health is elected by Client in writing, behavioral health
practitioners ("Telemedicine"). Prescriptions for medications may be available through
Telemedicine only where permitted by law and incident to the establishment of physician-patient
relationship and a diagnostic consultation;
ii. provide Client with monthly Telemedicine utilization reports;
iii. have no obligation to offer Telemedicine in States that prohibit Telemedicine or prohibit physicians
from performing such services; and
iv. have the option, by providing written notice to Client to: (A) unilaterally amend or modify this the
Telemedicine Schedule in a similar manner that Meritain's agreement with its supplier of
Telemedicine ("Telemedicine Vendor") is modified or amended; and (B) immediately suspend
access to Telemedicine or terminate this Telemedicine Schedule in the event Meritain's
Telemedicine Vendor is suspended or terminated; provided however, if Meritain's then-current
Telemedicine Vendor is terminated, Meritain shall use commercially reasonable efforts to procure a
different or new telemedicine vendor or supplier to provide similar telemedicine services to Client
for the remainder for the then-current Term. If Meritain is able to procure a new telemedicine vendor
or supplier, Meritain shall have the option to unilaterally amend or modify this Telemedicine Services
Schedule in a similar manner consistent with Meritain's agreement with such new or different
supplier or vendor. If Meritain is unable to procure a new telemedicine vendor or supplier, Meritain
upon written notice to Client, shall terminate the Telemedicine Services. Upon Client's receipt of
notice of modification or amendment, Client, if it does not desire to accept such modified or amended
terms, either party may at its option, by providing written notice to the other, terminate this
Telemedicine Schedule.
b. Client agrees:
i. that Telemedicine will only be offered as a Covered Service under a Plan as described in the Plan
Document and will not be offered to employees as a standalone or voluntary benefit not included
under a Plan; and
ii. that access to Telemedicine shall commence upon the Telemedicine implementation date as agreed
upon in writing by Meritain; provided however, Client shall provide Meritain all necessary information
required in accordance with Meritain's then-current policies necessary for implementing
Telemedicine services at least thirty (30) days before Meritain commences Telemedicine services.
If Client fails to provide any required information in accordance with Meritain's policies at least thirty
(30) days before the agreed upon commencement of services, such failure may result in a delay in
the commencement of Telemedicine.
0121 —City of Fort Worth—ASA 16 of 33 v081020
FEE SCHEDULE
1. FEES FOR ADMINISTRATIVE SERVICES.
Unless otherwise stated, the monthly fees and charges for the administrative Services (the "Administrative
Fees") are calculated by multiplying the listed rates in the table below (the "Administrative Rates") by the
applicable number of employees enrolled in the Plan each month.
Per Employee Per Month
Administrative Services January 01, 2021 — January 01, 2024— January 01, 2025—
December 31, 2023 December 31, 2024 December 31, 2025
• Aetna Choice® POS II Network Access
• Claims Fiduciary Services Level 2
• Data File Feed
• Medical Plan Administration
• PBM Administration Fee
• Reinsurance Administration $20.45 $20.45 $20.45
• State Reporting and Remittance
• Summary of Benefits and Coverage
("SBC") Production
• Telemedicineo*
• Run-Out
Fee Frequency of
Administrative Services January 01, 2021 — January 01, 2024— January 01, 2025— Occurrence
December 31, 2023 December 31, 2024 December 31, 2025
ATLAS Reporting Package $0.00 $0.00 $0.00 Waived
Selected PPN: Aetna Choice® POS II
°This pricing for Telemedicine may increase anytime during the Term due to a price increase by the Telemedicine
Vendor. If such fee increase occurs, Meritain will notify Client in writing of the pricing increase. If Client does not
desire to accept such new proposed fees, Client shall have the ability to terminate the Telemedicine Services
upon written notice to Meritain.
"'The consult fee or Claim for Telemedicine Services ("Telemedicine Claim") is not included in this PEPM fee
for Telemedicine. Client, through the Claims Payment Account or directly to the Telemedicine Vendor, or
Participant, as applicable, is responsible to pay the Telemedicine Claim. If Client has a Qualified High Deductible
Health Plan ("QHDHP"), Participant(s) under the QHDHP that receive Telemedicine Services are responsible to
pay any applicable Telemedicine Claim until such Participant's deductible is satisfied.
2. ADDITIONAL FEES:
a. Out-of-Network Discount Program Fees: Fees to be paid to out-of-network discount programs will be
billed by Meritain on a contingent fee basis, based on the program's percentage fee of savings resulting
from the discount program.
b. Other Fees and Services: Client agrees to pay vendors' fees for certain additional services including, but
not limited to (i) fees for independent case review, (ii) contingency fees for subrogation services, (iii)
contingency fees for non-subrogation recovery services; and (iv) contingency fees and other fees for cost
management vendors, claim auditors, bill negotiators and discount programs.
c. With respect to Section 2.a. and 2.b. of this Fee Schedule, the Disclosures Exhibit sets forth a description
0121 —City of Fort Worth—ASA 17 of 33 v081020
of contingency fees, other administrative fees or similar compensation which Meritain may receive in
connection with these vendor services.
d. Out-of-Network Air Transport Program Fee: 25% of savings; savings calculated as the difference
between the billed charges and the amounts payable by the Plan.
e. Run-Out Fees:
i. Run-Out Fee: Included in the Administrative Fees for medical plan administration as set forth above.
ii. Meritain will also bill Client any applicable PPN access, integration or run-out fees charged by the
PPN, if any, for Claims processed during the Run-Out Period.
iii. Client shall be responsible to pay the applicable fees charged by Meritain, if any, for any cost
management programs provided by Meritain during the Run-Out Period.
f. Additional Fees and Services:
i. Printing Fees: billed at cost;
ii. AdHoc Reporting and/or Custom I.T. Services: billed at Meritain's then-current rate for such
Services;
iii. Records Expense: billed at cost for obtaining records to investigate Claims;
iv. Translation Services of the Plan Document or Summary of Benefits and Coverage ("SBC"): If
requested by Client, Pricing varies based on document, word count, and target language. Quoted
pricing requires approval by Client prior to the commencement of any requested translation services.
3. CREDITS/ALLOWANCES:
Subject to any applicable terms and conditions set forth in this Section, the amount for any cred it/al Iowa nce listed
below will be credited towards the Administrative Rates until such credit/allowance amount has been reached.
Credit/Allowance Type Amount Frequency/Availability Applicable Period
Per Year for the January 01, 2021 -
Wellness Program Allowance♦ $300,000 Applicable Period December 31, 2023
Implementation Credit $200,000 One-Time January 01, 2021 -
December 31, 2023
Per Year for the January 01, 2021 -
Communication Allowance► $100,000 Applicable Period December 31, 2023
2 months One-Time January 01, 2021 -
Administrative Fee Waiver Admin February 28, 2021
Fees
♦The wellness program allowance is limited to the amount, frequency/availability, and applicable period for this
allowance set forth in the table above (the"Wellness Allowance"). The Wellness Allowance is intended to provide
Client with an allowance of money from which Client can utilize to offset reasonable, identifiable expenses that
Client may incur for its wellness program and activities provided to Participants under the Plan (the "Wellness
Program").
The Wellness Allowance shall only be available for expenses incurred by Client in connection with the Wellness
0121 —City of Fort Worth—ASA 18 of 33 v081020
Program and may not be used for non-wellness services or services unrelated to the Wellness Program. Client's
receipt of the Wellness Allowance is subject to: (i) Client providing Meritain an invoice detailing the expenses
incurred for the Wellness Program; and (ii) Meritain's review and approval of such submitted expenses in
accordance with Meritain's then-current policies. Meritain will not credit the Wellness Allowance or any portion
thereof if Client does not incur eligible expenses for its Wellness Program during the year. Any unused Wellness
Allowance or allowance amount will not carry over nor can be applied to any subsequent year.
Client represents and warrants that its use of the Wellness Allowance and any offering of prizes, gift cards,
and/or giveaways in connection with the Wellness Allowance shall be in compliance with Applicable Laws. Client
is solely responsible for filing any notices and/or forms, such as Form 1099, required by Applicable Law.
►The communication allowance is limited to the amount, frequency/availability, and applicable period for this
allowance set forth in the table above and is only available for expenses incurred for communication materials
related the Plan. Client's receipt of communication allowance shall be subject to Client providing Meritain an
invoice detailing the expenses incurred. In no event will Meritain be required to credit Client for the
communication allowance if Client does not incur expenses for communication materials for the Plan. Meritain
shall only be responsible to credit Client the lessor of the amount for this allowance or the actual expenses
incurred by Client. Any unused allowance or allowance amount will not carry over nor can be applied to any
subsequent year.
0121 —City of Fort Worth—ASA 19 of 33 v081020
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) SCHEDULE
This Health Insurance Portability and Accountability Act (HIPAA) Schedule to the Administrative Services
Agreement between Meritain and Client (the "HIPAA Agreement") is incorporated by reference therein and is
hereinafter referred to as this "BA Agreement". Client represents that it has the authority to agree to the terms
and conditions of this BA Agreement for and on behalf of Covered Entity for which Business Associate provides
plan administration services ("Covered Entity") under current and future agreements between the parties
("Services Agreement"). For purposes of this BA Agreement, "Business Associate" includes Meritain and
those subsidiaries and affiliates of Meritain that create, receive, transmit or otherwise maintain Protected Health
Information, as defined below, in connection with this BA Agreement.
In conformity with the regulations at 45 C.F.R. Parts 160-164 (the "Privacy and Security Rules") Business
Associate will under the following conditions and provisions have access to, maintain, transmit, create and/or
receive certain Protected Health Information:
1. DEFINITIONS.
Capitalized terms used and not otherwise defined in this Agreement shall have the meanings assigned to such
terms by HIPAA. The following terms shall have the meaning set forth below:
a. Individual shall have the same meaning as the term "individual" in 45 C.F.R. § 160.103 and shall include
a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502 (g).
b. Protected Health Information shall have the same meaning as the term "Protected Health Information",
as defined by 45 C.F.R. § 160.103, limited to the information created, maintained, transmitted or received
by Business Associate from or on behalf of Covered Entity.
c. Standard Transactions means the electronic health care transactions for which HIPAA standards have
been established, as set forth in 45 C.F.R., Parts 160-162.
2. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE.
a. Business Associate agrees to not use or disclose Protected Health Information other than for purposes
of performing its obligations under the Services Agreement, or permitted or required by this BA
Agreement or as Required By Law.
b. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected
Health Information other than as provided for by this BA Agreement.
c. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to
Business Associate of a use or disclosure of Protected Health Information by Business Associate in
violation of the requirements of this BA Agreement.
d. Business Associate agrees to report to Covered Entity any use or disclosure of Protected Health
Information not provided for by this BA Agreement, of which it becomes aware, including a Breach of
Unsecured Protected Health Information.
e. Business Associate agrees to report to Covered Entity any Security Incident without unreasonable delay,
and in no event later than thirty (30) calendar days after becoming aware that such Security Incident
affects Covered Entity's Information.
f. Business Associate agrees to report to Covered Entity any Breach of Unsecured Protected Health
Information without unreasonable delay and in no case later than thirty(30)calendar days after becoming
aware that such Breach affects Covered Entity's Protected Health Information. Such notice shall include
the identification of each Individual whose Unsecured Protected Health Information has been, or is
0121 —City of Fort Worth—ASA 20 of 33 v081020
reasonably believed by Business Associate, to have been, accessed, acquired, or disclosed in
connection with such Breach. In addition, Business Associate shall provide any additional information
reasonably requested by Covered Entity for purposes of investigating the Breach. Business Associate's
notification of a Breach under this Section shall comply in all respects with each applicable provision of
Section 13400 of Subtitle D (Privacy) of ARRA, 45 C.F.R. 164.410, and related guidance issued by the
Secretary from time to time.
g. Business Associate shall require that any subcontractors that create, receive, maintain, or transmit
Protected Health Information on behalf of Business Associate agree in writing to the restrictions and
conditions that are no less protective than those that apply through this BA Agreement to Business
Associate with respect to such information, in accordance with 45 C.F.R. § 164.502(e) (1) (ii) and
164.308(b) (2), if applicable.
h. Business Associate shall provide access directly to an Individual, at the request of Covered Entity or an
Individual and in a prompt and reasonable manner, including in the electronic form or format requested
by the Individual, to Protected Health Information in a Designated Record Set, subject to and consistent
with the timing and other provisions of 45 C.F.R. § 164.524.
i. Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated
Record Set at the request of Covered Entity or an Individual subject to and consistent with the timing and
other provisions of 45 C.F.R. § 164.526, and in the time and manner designated by Covered Entity.
j. Business Associate agrees to make (i) internal practices, books, and records, including policies and
procedures, relating to the use and disclosure of Protected Health Information received from, or created
or received by Business Associate on behalf of, Covered Entity, and (ii) policies, procedures, and
documentation relating to the safeguarding of Electronic Protected Health Information available to the
Secretary, in a time and manner designated by the Secretary, for purposes of the Secretary determining
Covered Entity's or Business Associate's compliance with the Privacy and Security Rules.
k. Business Associate agrees to document such disclosures of Protected Health Information and
information related to such disclosures as would be required for Covered Entity to respond to a request
by an Individual for an accounting of disclosures of Protected Health Information with 45 C.F.R. §
164.528.
I. Business Associate agrees to provide to an Individual, at the request of Covered Entity or an Individual,
an accounting of disclosures of Protected Health Information subject to and consistent with the timing
and other provisions of 45 C.F.R. § 164.528.
m. With respect to Electronic Protected Health Information, Business Associate shall implement and comply
with the administrative safeguards set forth at 45 C.F.R. § 164.308, the physical safeguards set forth at
45 C.F.R. § 164.310, the technical safeguards set forth at 45 C.F.R. § 164.312, and the policies and
procedures set forth at 45 C.F.R. § 164.316 to reasonably and appropriately protect the confidentiality,
integrity, and availability of the Electronic Protected Health Information that it creates, receives,
maintains, or transmits on behalf of Covered Entity. Business Associate acknowledges that, (i) the
foregoing safeguards, policies and procedures requirements shall apply to Business Associate in the
same manner that such requirements apply to Covered Entity, and (ii) Business Associate shall be
subject to HIPAA enforcement provisions, as amended from time to time, for failure to comply with the
Security Rule safeguards, policies and procedures requirements and any guidance issued by the
Secretary from time to time with respect to such requirements.
n. If Business Associate conducts any Standard Transactions on behalf of Covered Entity, Business
Associate shall comply with, and require any Subcontractor to comply with, the applicable requirements
of 45 C.F.R. Parts 160-162.
o. Business Associate acknowledges that it shall be subject to the HIPAA enforcement provisions, as
0121 —City of Fort Worth—ASA 21 of 33 v081020
amended from time to time, for (i) impermissible uses and disclosures, (ii) failure to provide breach
notification to Covered Entity, (iii) failure to provide access to a copy of Electronic Protected Health
Information to either Covered Entity or the Individual, or the Individual's designee, (iv) failure to disclose
Protected Health Information where required by the Secretary to investigate or determine Covered
Entity's compliance with HIPAA, and (v) failure to provide the accounting of disclosures required in this
BA Agreement.
p. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under
Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that
apply to Covered Entity in the performance of such obligation(s).
3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE.
a. General Use and Disclosure. Except as otherwise provided in this BA Agreement, Business Associate
may use or disclose Protected Health Information to perform its obligations under this Agreement,
provided that such use or disclosure would not violate the Privacy and Security Rules if done by Covered
Entity.
b. Specific Use and Disclosure Provisions.
i. Except as otherwise provided in this BA Agreement, Business Associate may use Protected Health
Information for the proper management and administration of Business Associate or to carry out the
legal responsibilities of Business Associate.
ii. Except as otherwise provided in this BA Agreement, Business Associate may disclose Protected
Health Information for the proper management and administration of Business Associate, provided
that disclosures are Required By Law, or Business Associate obtains reasonable assurances from
the person to whom the information is disclosed that it will remain confidential and used or further
disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and
the person notifies Business Associate of any instances of which it is aware in which the
confidentiality of the information has been breached in accordance with the Breach and Security
Incident notifications requirements of this BA Agreement.
iii. Business Associate shall not directly or indirectly receive remuneration in exchange for any
Protected Health Information of an Individual without Covered Entity's prior written approval and
notice from Covered Entity that it has obtained from the Individual, in accordance with 45 C.F.R. §
164.508, a valid authorization that includes a specification of whether the Protected Health
Information can be further exchanged for remuneration by Business Associate.
iv. Except as otherwise provided in this BA Agreement, Business Associate may use Protected Health
Information to provide data aggregation services to Covered Entity as permitted by 45 C.F.R. §
164.504(e)(2)(i)(B).
V. Business Associate may use Protected Health Information to report violations of law to appropriate
Federal and State authorities, consistent with 45 C.F.R. § 164.5020).
vi. The provisions of this BA Agreement notwithstanding, Business Associate is permitted to de-identify
Protected Health Information, provided that it does so in accordance with HIPAA de-identification
rules. De-identified information does not constitute Protected Health Information, and may be used
and disclosed by Business Associate for its own purposes, including, without limitation, for purposes
of developing comparative databases, performing statistical analysis and research, and improving
the quality of Business Associate's products and services.
vii. Plan Sponsor may identify, in writing, certain Plan Sponsor employees or third parties who Covered
Entity has authorized to receive Protected Health Information from Business Associate in connection
0121 —City of Fort Worth—ASA 22 of 33 v081020
with plan administration. Subject to more restrictive state and federal law, Business Associate will
disclose Protected Health Information to Plan Sponsor designated employees or third parties. In the
case of Plan Sponsor designated employees, the Plan Sponsor must represent and warrant
compliance with 45 C.F.R. § 164.504(f). In the case of a third party, Business Associate may require
specific written authorization from Plan Sponsor in each instance and execution by the third party
of a non-disclosure agreement reasonably acceptable to Business Associate.
4. OBLIGATIONS OF COVERED ENTITY.
a. Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions.
i. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices
agreed to in accordance with 45 C.F.R. § 164.520(b)(2), to the extent that such limitation(s) may
affect Business Associate's use or disclosure of Protected Health Information.
ii. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission
by Individual to use or disclose Protected Health Information, to the extent that such changes affect
Business Associate's uses or disclosures of Protected Health Information.
iii. Covered Entity agrees that it will not impose special limits or restrictions on the uses and disclosures
of its Protected Health Information that may impact in any manner the use and disclosure of
Protected Health Information by Business Associate under the Services Agreement and this BA
Agreement, including, but not limited to, restrictions on the use and/or disclosure of Protected Health
Information as provided for in 45 C.F.R. § 164.522(a), unless such restrictions are required by 45
C.F.R. § 164.522(a). The foregoing notwithstanding, Business Associate agrees to accommodate
reasonable requests for alternative means of communications pursuant to 45 C.F.R. § 164.522(b).
b. Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or
disclose Protected Health Information in any manner that would not be permissible under the Privacy and
Security Rules if done by Covered Entity except that Business Associate may use Protected Health
Information in its possession (i) for Business Associate's proper management and administrative
services, or (ii) to provide Data Aggregation services to the Covered Entity as permitted by 45 C.F.R. §
164.504(e) (2) (i) (B).
5. TERM AND TERMINATION.
a. Term. The provisions of this BA Agreement shall take effect on the Effective Date and shall terminate
upon expiration or termination of the Services Agreement, except as otherwise provided herein.
b. Termination for Cause. Without limiting the termination rights of the parties pursuant to the Services
Agreement and upon either party's knowledge of a material breach by the other party, the non-breaching
party shall either:
i. Provide an opportunity for the breaching party to cure the breach or end the violation, or terminate
the Services Agreement, if the breaching party does not cure the breach or end the violation within
the time specified by the non-breaching party; or
ii. Immediately terminate the Services Agreement, if cure of such breach is not possible.
c. Effect of Termination. The parties mutually agree that it is essential for Protected Health Information to
be maintained after the expiration of the Services Agreement for regulatory and other business reasons.
Notwithstanding the expiration of the Services Agreement, Business Associate shall extend the
protections of this BA Agreement to such Protected Health Information, and limit further use or disclosure
of the Protected Health Information to those purposes that make the return or destruction of the Protected
Health Information infeasible.
0121 —City of Fort Worth—ASA 23 of 33 v081020
6. MISCELLANEOUS.
a. Regulatory References. A reference in this BA Agreement to a section in the Privacy and Security Rules
means the section as in effect or as amended, and for which compliance is required.
b. Amendment. The Parties agree to take such action to amend this BA Agreement from time to time as is
necessary for Covered Entity and Business Associate to comply with the requirements of HIPAA.
c. Survival. The respective rights and obligations of Business Associate under Section 5.c. of this BA
Agreement shall survive the termination of this BA Agreement.
d. Interpretation. Any ambiguity in this BA Agreement shall be resolved in favor of a meaning that permits
Covered Entity to comply with the Privacy and Security Rules. In the event of any inconsistency between
this BA Agreement and the Services Agreement, including any other appendices, Schedules and
attachments, the terms and conditions of this BA Agreement shall control.
0121 —City of Fort Worth—ASA 24 of 33 v081020
PERFORMANCE GUARANTEE SCHEDULE
Subject to the terms and conditions of this Agreement including without limitation this Performance Guarantee
Schedule (this "PGS"), the terms and conditions of Performance Guarantee Schedule are set forth below.
1. PERFORMANCE OBJECTIVES.
Meritain believes that measuring the activities described below are important indicators of how well it services
its clients. To reinforce Client's confidence in Meritain's ability to administer its program, Meritain is offering
guarantees ("PGs") in the following areas:
a. Performance Guarantee ("PG") Metric Table:
Performance Category Summary of Minimum Standards' Penalty2
Implementation:
97% within 9 business days based on the use of the
• Initial Eligibility standard Excel template to create a file, or an 834- 3.0%
roduction file, and receipt of all required information.
• ID Cards 100% of ID cards mailed within 5 business days of the 3.0%
client's approval of the Eligibility File Load.
• Overall Implementation Average evaluation score of satisfactory or higher on 2 0%
Management standard implementation survey (>=3.0 on a scale of 1-5)
Account Management:
• Overall Account Average evaluation score of satisfactory or higher based 2.0%
Management on annual survey (>=3.0 on a scale of 1 - 5)
• Monthly Reporting Monthly Reporting Package available within 21 business 2 0%
Package days of month end
Plan Sponsor Services:
•
Ongoing Eligibility 97% within 3 business days; 99.5% within 5 business
Updates days based on receiving a clean file and when submitted 3.0%
electronically
•
Ongoing ID Cards 100% of ID cards mailed within 5 business days of the 2 0%
client's approval of the Eligibility File Load.
Claim Administration:
• Turn Around Time 80% of claims processed within 10 business days 1.0%
• Financial Accuracy 98% o
1.0%
• Payment Incidence 96% 1.0%
Accuracy
• Claims Processing 97% 1.0%
Total Accuracy
Maximum Penalty Percentage: 21.0%
Section 5 of this PGS contains a complete description of Minimum Standards, and will control in the event of conflict.
2 The penalty amount shall be calculated on the fees described in Section 4.a of this PGS.
2. DEFINITIONS.
a. Administrative Service Fees means the fees for medical plan administration as set forth in the Fee
Schedule and shall not include any other fees or charges including without limitation commissions and
charges collected outside of the monthly billed base Administrative Service Fees.
0121 —City of Fort Worth—ASA 25 of 33 v081020
3. TERM AND TERMINATION.
a. The term of this PGS shall commence as of the effective date determined by Section 3.b. of this PGS
(the "PGS Effective Date") through the effective date of its termination under Section 3.c. or this PGS
(the "PGS Term").
b. The parties agree that the PGS Effective Date shall be:
i. on January 01, 2021, provided Client executes and returns this Agreement within thirty (30) days
of receipt; or, if this Agreement is not executed in such period, then this PGS, including the PGs set
forth herein, shall be effective;
ii. on the first (1st) day of the month following Client's execution of this Agreement, provided that such
document is returned to Meritain at least twenty (20) days prior to such date; or, if not executed and
returned within such period, then this PGS, including the PGs set forth herein, shall be effective; or
iii. on the first(1 st) day of the month following thirty (30) days after the date Client executes and returns
this Agreement.
c. This PGS will terminate:
i. automatically, without action or notice by either party, upon the expiration of the Initial Term of this
Agreement regardless of the PGS Effective Date or any applicable renewal of this Agreement;
ii. automatically, without action or notice by either party, upon termination of this Agreement, by either
party for any reason, if not already terminated pursuant to Section 3.c.i. above;
iii. upon written notice by Meritain in the event of the occurrence of a material change in the Plan
initiated by Client or by legislative action that impacts the adjudication process of claims, member
service functions, or network management; or
iv. upon written notice by Meritain in the event of Client's failure to comply with its obligations under
this Agreement.
4. ADDITIONAL TERMS AND CONDITIONS.
a. Meritain will compile its performance guarantee results at regularly scheduled intervals as set forth herein.
In the event that Meritain has failed to meet and cure one or more PGs (as set forth in Section 5 of this
PGS), Meritain will provide an invoice credit ("Penalty Payment"). Penalty Payment(s) will be calculated
(i) on the total Administrative Service Fee, and any Flex and dental administration fees paid by Client; or
(ii) where this Agreement does not individually delineate the Administrative Service Fee, Flex and/or
dental administration, Penalty Payment(s) will be calculated on the portion of fees attributed by Meritain
to the same; and (iii) Penalty Payment(s) will be calculated for the month for which the applicable PG
was not met during the PG Term, except as expressly set forth in Section 1 of this PGS regarding the
Overall Account Management PG.
b. The maximum Penalty Payment payable to Client under these PGs shall not exceed the Maximum
Penalty Percentage as indicated in the Performance Guarantee Metric Table.
c. PGs will not be reconciled and payouts will not occur if Client is in default of paying any fees or expenses
under this Agreement.
d. Multiple failures of a given PG which are attributable to a single root cause shall only count as one failure.
0121 —City of Fort Worth—ASA 26 of 33 v081020
e. The parties acknowledge and agree that failure to meet one or more PGs under this PGS shall not be
deemed to be a material breach of this Agreement, and Client's sole remedy for any such failure shall be
the remedies set forth in this PGS.
f. Meritain shall not be liable for any Performance Guarantee failure that is caused by the actions or
omissions of Client or its vendors, employers or participants, including without limitation any failure to
fulfill its responsibilities under this PGS.
g. This PGS is not applicable to any acquisitions or mergers entered into by Client until after Meritain
performs an analysis of the acquisition or merger and agrees in writing to apply this PGS to the acquisition
or business combination.
h. No PGs shall apply for a period during which this Agreement is terminated by Client or by Meritain.
i. PGs will not apply with respect to the processing of run-in claims, nor during the Run-Out Period or to
run-out claims upon termination of this Agreement, unless otherwise agreed to in a writing executed by
both parties.
j. Penalties are calculated monthly and paid to Client annually as an invoice credit toward the Administrative
Service Fees due for the first month of the new plan year.
5. PERFORMANCE GUARANTEE METRICS AND MEASUREMENT.
a. Implementation: Initial Eligibility.
i. Meritain's Guarantee. Meritain guarantees that 97% of open enrollment eligibility updates will be
processed within 9 business days based on the use of the standard Excel template to create a file,
or an 834-production file, and receipt of all required information. The day of receipt is not counted
in turnaround time calculations. (If a file requires adjustments, Client will be notified by email as
soon as the need is identified). This guarantee applies to the initial enrollment activity that occurs
during implementation. Refer to Section 5.f. of this PGS for guarantees related to ongoing eligibility
updates.
ii. Client's Responsibilities. Timely provide complete enrollment and eligibility information to Meritain
in a mutually agreed upon format. Complete enrollment and eligibility information is defined as
employee name, address, plan selection, DOB, SSN, and covered dependent information if
applicable as well as mutually agreed upon eligibility specifications. This PG is contingent upon the
file being transmitted successfully to Meritain (files received after 12:00 Noon EST will be considered
as having been received on the next business day). Any eligibility data received which must be
adjusted by Meritain using a data fix will automatically void the guarantee in this Section 5.a. of this
PGS, as such adjustment normally adds 72 hours to the entire process.
b. Implementation: ID Cards.
i. Meritain's Guarantee. Meritain guarantees that ID Cards will be mailed within 5 business days of
the client's approval of the Eligibility File Load. The day of approval is not counted in turnaround
time calculations. This guarantee applies to the initial distribution of ID Cards that occurs during
implementation.
ii. Client's Responsibilities. Timely provide complete enrollment and eligibility information to Meritain
in a mutually agreed upon format. Complete enrollment and eligibility information is defined as
employee name, address, plan selection, DOB, SSN, and covered dependent information if
applicable as well as mutually agreed upon eligibility specifications. This PG is contingent upon the
file being transmitted successfully to Meritain (files received after 12:00 Noon EST will be considered
as having been received on the next business day). Any eligibility data received which must be
0121 —City of Fort Worth—ASA 27 of 33 v081020
adjusted by Meritain using a data fix will negate the guarantee and normally adds 72 hours to the
entire process.
c. Implementation: Overall Implementation Management.
i. Meritain's Guarantee. Meritain guarantees an average evaluation score of "Satisfactory" or higher
measured via timely responses to an Implementation Survey (Greater than or equal to 3.0 on a
scale of 1 — 5). This guarantee applies to the overall management of Client's onboarding and
implementation with Meritain. Refer to Section 5.d. of this PGS for guarantees related to overall
account management.
ii. Client's Responsibilities. Client agrees to make Meritain aware of possible sources of dissatisfaction
throughout the implementation process. The Implementation Survey must be completed by a
minimum of five (5) designees as determined by Client and communicated to Meritain. Failure for
all designees to timely respond to the Implementation Survey will invalidate the guarantee.
iii. Penalty and Measurement Criteria. Each survey question relating to the performance of the
Implementation Team will be given a rating of 1 - 5 with 1 = lowest, 5 = highest. Meritain will tally
the results from the evaluation tool when received. If the average score of the evaluations falls below
a "Y (satisfactory), Meritain will calculate the appropriate Penalty will be calculated using the
methodology set forth in Section 4.a. of this PGS, and the percentages set forth in the applicable
portion of the Performance Guarantee Metric Table.
d. Account Management: Overall Account Management.
i. Meritain's Guarantee. Meritain guarantees an average evaluation score of "Satisfactory" or higher
measured via timely responses to an annual Client Survey (Greater than or equal to 3.0 on a scale
of 1 — 5).
ii. Client's Responsibilities. Client agrees to make Meritain aware of possible sources of dissatisfaction
throughout the Term. Client Survey must be completed by a minimum of five (5) designees as
determined by Client and communicated to Meritain. Failure for all designees to respond to Client
Survey within 30 days of receipt will invalidate the guarantee.
iii. Penalty and Measurement Criteria. Each survey question relating to the performance of Client
Relationship Manager (Service Level) will be given a rating of 1 - 5 with 1 = lowest, 5 = highest.
Meritain will tally the results from the evaluation tool when received. If the average score of the
evaluations falls below a "Y (satisfactory), Meritain will calculate the appropriate Penalty using the
methodology set forth in Section 4.a. of this PGS, and the percentages set forth in the applicable
portion of the Performance Guarantee Metric Table.
e. Account Management: Monthly Reporting Package.
i. Meritain's Guarantee. Meritain guarantees the standard monthly reporting package will be available
within 21 business days of the end of the month.
ii. Client's Responsibilities. None.
iii. Penalty and Measurement Criteria. Performance will be tracked monthly, reported quarterly. In the
event this criteria is missed during a particular month in a reporting period, Meritain will have the
opportunity to cure by meeting the performance standard in all three(3) months of the next reporting
period. Should Meritain fail to cure, the appropriate Penalty will be calculated using the methodology
set forth in Section 4.a. of this PGS, and the percentages set forth in the applicable portion of the
Performance Guarantee Metric Table.
0121 —City of Fort Worth—ASA 28 of 33 v081020
f. Plan Sponsor Services: Eligibility Updates.
i. Meritain's Guarantee. Meritain guarantees that 97.0% of non-open enrollment eligibility updates will
be processed within 3 business days of receipt of complete, accurate and viable data and 99.5%
of non-open enrollment eligibility updates will be processed within 5 business days of receipt of
complete, accurate and viable data (if a file requires adjustments, Client will be notified by email as
soon as the need is identified).
ii. Client's Responsibilities. Timely provide complete enrollment and eligibility information to Meritain
in a mutually agreed upon format. Complete enrollment and eligibility information is defined as
employee name, address, plan selection, DOB, SSN, and covered dependent information if
applicable as well as mutually agreed upon eligibility specifications. This PG is contingent upon the
file being transmitted successfully to Meritain (files received after 12:00 Noon EST will be considered
as having been received on the next business day). Any eligibility data received which must be
adjusted by Meritain using a data fix will negate the guarantee and normally adds 72 hours to the
entire process.
iii. Penalty and Measurement Criteria. Performance will be tracked monthly, reported quarterly. In the
event this criterion is missed during a particular month, Meritain will have the opportunity to cure by
meeting the performance standard in all three (3) months of the next reporting period. Should
Meritain fail to cure, the appropriate Penalty will be calculated using the methodology set forth in
Section 4.a. of this PGS, and the percentages set forth in the applicable portion of the Performance
Guarantee Metric Table.
g. Plan Sponsor Services: ID Cards.
i. Meritain's Guarantee. Meritain guarantees that ID Cards will be mailed within 5 business days of
the client's approval of the Eligibility File Load. The day of approval is not counted in turnaround
time calculations. This guarantee applies to the ongoing distribution of ID Cards that occurs after
implementation.
ii. Client's Responsibilities. Timely provide complete enrollment and eligibility information to Meritain
in a mutually agreed upon format. Complete enrollment and eligibility information is defined as
employee name, address, plan selection, DOB, SSN, and covered dependent information if
applicable as well as mutually agreed upon eligibility specifications. This PG is contingent upon the
file being transmitted successfully to Meritain (files received after 12:00 Noon EST will be considered
as having been received on the next business day). Any eligibility data received which must be
adjusted by Meritain using a data fix will negate the guarantee and normally adds 72 hours to the
entire process.
h. Claims Administration: Turnaround Time.
i. Meritain's Guarantee. Meritain guarantees that claim turnaround time will not exceed 10 business
days for 80.0% of the processed claims on a cumulative basis each year.
ii. Client's Responsibilities. Timely communicate changes to benefit plan.
iii. Penalty and Measurement Criteria. Meritain measures turnaround time from the date all the
information necessary to process the claim is received by Meritain to the date that it is processed
for payment or denied. Performance will be tracked monthly, reported quarterly. This PG will not
apply during any period wherein Client has instructed Meritain to hold or delay claims processing
for any reason. In the event this criteria is missed during a particular month in a reporting period,
Meritain will have the opportunity to cure by meeting the performance standard in all three (3)
months of the next reporting period. Should Meritain fail to cure, the appropriate Penalty will be
calculated using the methodology set forth in Section 4.a. of this PGS, and the percentages set forth
0121 —City of Fort Worth—ASA 29 of 33 v081020
in the applicable portion of the Performance Guarantee Metric Table.
i. Claims Administration: Financial Accuracy.
i. Meritain's Guarantee. Meritain guarantees that the dollar accuracy of the claim payment dollars will
be 98.0% or higher on a monthly basis.
ii. Client's Responsibilities. None.
iii. Penalty and Measurement Criteria. Financial accuracy is measured and calculated by dividing the
total dollar amount of correctly paid claims, within an audit sample using industry accepted random
audit methodology, by the overall absolute dollar amount of claims paid within the same audit
sample. A value of 1 =100%. Percentages shall be based on the whole number and rounded to the
nearest whole number based on third integer's value of 5 [for example: .982 = 98% and .985 = 99%].
This includes both analyst adjudicated and system adjudicated claims. Performance will be tracked
monthly, reported quarterly. In the event this criteria is missed during a particular month, Meritain
will have the opportunity to cure by meeting the performance standard in all three (3) months of the
next reporting period. Should Meritain fail to cure, the appropriate Penalty Payment as indicated in
the Performance Guarantee Metric Table will be calculated based on those fees due for the month
of the originating failure.
j. Claims Administration: Payment Incidence Accuracy.
i. Meritain's Guarantee. Meritain guarantees that the payment incidence accuracy will be 96.0% or
higher on a monthly basis.
ii. Client's Responsibilities. None.
iii. Penalty and Measurement Criteria. Claim processing accuracy is measured by the total number of
claims within an audit sample using industry accepted random audit methodology which processed
without any type of error. Accuracy is calculated by dividing the total number of claims within the
audit sample that were correctly billed and coded in accordance with industry accepted billing and
coding guidelines which processed correctly without any type of error by the total number of claims
audited. A value of 1 =100%. Percentages shall be based on the whole number and rounded to the
nearest whole number based on third integer's value of 5 [for example: .982 = 98% and .985= 99%].
Performance will be tracked monthly, reported quarterly. In the event this criteria is missed during a
particular month, Meritain will have the opportunity to cure by meeting the performance standard in
all three (3) months of the next reporting period. Should Meritain fail to cure, the appropriate Penalty
Payment as indicated in the Performance Guarantee Metric Table will be calculated based on those
fees due for the month of the originating failure. This PG will not apply during any period wherein
Client has instructed Meritain to hold or delay claims processing for any reason.
k. Claim Administration: Claims Processing Total Accuracy
i. Meritain's Guarantee. Meritain guarantees that total Claims accuracy will be 97.0% or higher.
ii. Client's Responsibilities. None.
iii. Penalty and Measurement Criteria. Total claim accuracy is measured by the total number of claims
within an audit sample which processed without any type of error. Accuracy is calculated by dividing
the number of claims processed correctly by the total number of claims audited. Performance will
be tracked monthly, reported quarterly, and paid annually. A value of 1 = 100%. Percentages will
be rounded up or down to the nearest whole number based on the third integer's value of 5, b way
of example: .972 = 97% and .975=98%. In the event this criteria is missed during a particular month,
Meritain will have the opportunity to cure by meeting the performance standard in all three(3) months
0121 —City of Fort Worth—ASA 30 of 33 v081020
of the next Guarantee Period. Should Meritain fail to cure, the appropriate Penalty Payment as
indicated in the Performance Guarantee Metric Table will be calculated based on those fees due for
the month of the originating failure.
0121 —City of Fort Worth—ASA 31 of 33 v081020
DISCLOSURES EXHIBIT
DISCLOSURE NOTICE REGARDING INSURANCE COMMISSIONS AND OTHER COMPENSATION
U.S. Department of Labor rules permit the receipt of insurance commissions and other compensation by service
providers such as Meritain (and its affiliates) if proper disclosure is given and an appropriate independent Plan
fiduciary acknowledges in writing receipt of the information and approves the transaction. The commissions and
other compensation to be paid to Meritain are set forth in this Agreement. By signing this Agreement and renewal
documents or amendments, Client certifies that it is an independent fiduciary of the Plan and that it acknowledges
in writing receipt of the following information and approves the transactions (including the receipt of commissions
and other compensation by Meritain and its affiliates) as described below.
1. STATEMENT OF AFFILIATION.
Prodigy Health Group, Inc. is a diversified health care services holding company whose subsidiaries include
American Health Holding, Inc., Scrip World, LLC, Precision Benefit Services, Inc., Meritain Health, Inc. and
PERFORMAX, Inc. (referred to herein collectively as "affiliates" or individually as an "affiliate"). Each affiliate is
free to recommend to a client, products and services offered by other companies, which may include another
affiliate; however, no affiliate is required to recommend an affiliate and no affiliate is limited or restricted in
recommending the products and/or services of any vendor. Affiliates may be entitled to reasonable compensation
(including commissions and fees) from other companies, including affiliates, and such compensation is earned
in the ordinary course of business in arms' length transactions. In addition, certain inter-company agreements
exist amongst the affiliates to provide for the exchange of certain goods and services and leases of real property
at market-based rates of compensation.
2. DESCRIPTION OF CHARGES, FEES, DISCOUNTS, PENALTIES AND ADJUSTMENTS APPLICABLE
TO ANY CONTRACTS WITH MERITAIN.
Meritain may receive compensation from insurance carriers ("Carriers") and managing general underwriters
("MGUs") in the form of fixed or contingent commissions and administrative fees. In some instances, the broker
is entitled to a portion of the fixed or contingent commissions and administrative fees paid to Meritain. In those
instances, Meritain will remit those amounts to the broker.
The parties acknowledge and agree that stop loss insurance policies are issued for one year terms, and
therefore, Meritain is unable to disclose future commissions as of execution of this Agreement. Meritain will
disclose future commissions (if any) at such time the policy is renewed or reissued.
Fixed Sales Commissions on Gross Insurance Premiums Payable to Meritain Per Year (if applicable):
Carrier Commission type Commission %
HM/Stealth Benefit Solutions Meritain Stop Loss Commission 0%
HM/Stealth Benefit Solutions Broker Stop Loss Commission 0%
Carrier Commission type Commission %
Aetna IOE Transplant Meritain Transplant Commission 0%
Aetna IOE Transplant Broker Transplant Commission 0%
Contingent Commissions
Contingent commissions may depend on a combination of factors such as growth, profitability, volume, retention
and increased services that Meritain provides under agreements with certain Carriers and MGUs. There is no
guarantee that Meritain will receive any contingent commissions. Also, in cases where Meritain agrees to provide
administrative services that would otherwise be provided by a Carrier or MGU, some Carriers and MGUs pay
administrative fees for these services. Below are descriptions of such commissions and fees that Meritain may
receive:
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None.
Other Fees
From time to time, Meritain may engage third party vendors to perform or provide services in connection with
this Agreement. In some cases Meritain will pay the vendor as a subcontractor out of fees it has collected
pursuant to this Agreement.
Subrogation Recovery Fee: When Meritain provides or arranges for subrogation services, Client agrees to pay
Meritain a contingency fee of 25% of the gross savings resulting from such services.
Non-Subrogation Recovery Services Fee: When Meritain provides or arranges for non-subrogation recovery
services, Client agrees to pay Meritain a contingency fee of up to 25% of the gross recovery, which shall include
vendor fee, resulting from such services.
In the event Meritain engages an out-of-network discount program, claim auditor or bill review services,
independent case reviewer, cost management vendor, bill negotiator, discount program or other contingency fee
vendor to provide services on behalf of the Plan, Meritain shall be entitled to retain a contingency fee up to 28%
of the net savings resulting from the engagement, and such contingency fee of the net savings does not include
any additional third-party vendor fee that may be assessed for such services.
In cases where Meritain, itself or through an affiliate, provides direct negotiation services to reduce claim amounts
to increase savings on behalf of the Plan, Meritain shall be entitled to retain a contingency fee up to 35% of the
savings resulting from such services.
The disclosures set forth in this Disclosures Exhibit represent Meritain's best reasonable estimate of the total
amount of all direct and indirect compensation Meritain may receive in connection with this Agreement. The
actual amount may vary during the course of this Agreement based upon changes in the number of participants,
utilization and other factors external to this Agreement. With respect to all direct and indirect compensation
Meritain actually receives as a result of this Agreement, Meritain will disclose such amounts to Client annually,
upon request, to the extent required to assist Client in filing its Form 5500.
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