HomeMy WebLinkAboutContract 63902CSC No. 63902
BlueCross BlueShield
:�:
of Texas
ADMINISTRATIVE SERVICES AGREEMENT
The Effective Date of this Agreement is January 1, 2025.
For Employer Group Number(s): As specified on the most current ASO BPA (as defined below).
Account Number: TX394609
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and consent to all of its terms and
conditions as of the date and year specified below.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
Blue Cross Blue Shield of Texas, a Division of Health Care Service Corporation, a Mutual Legal Reserve Company,
An Independent Licensee of the Blue Cross and Blue Shield Association
ACCEPTED AND AGREED:
CITY:
City of Fort Worth
By: Dianna Giordano (Sep 3, 2025 08:49:51 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 09/03/2025
Approval Recommended:
By:
Name: Joanne Hinton
Title:
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By:
Name: Katherine Cenicola
Title: City Secretary
VENDOR:
BLUE CROSS AND BLUE SHIELD OF TEXAS,
a Division of Health Care Service Corporation,
a Mutual Legal Reserve Company
By. r S. I(_
Name: Kathy M. Selck
Title: Divisional SVP and Chief Underwriter
Date: 8/15/25
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24
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.
Kelly Lane
Kelly Lane (Aug 25, 202514:03:25 CDT)
By:
Name: Kelly Lane
Title: Benefits Manager
Approved as to Form and Legality:
By:
Name: .1 essika J. Williams
Title: Assistant City Attorney
Contract Authorization:
M&C:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
TABLE OF CONTENTS
ADMINISTRATIVE SERVICES AGREEMENT..........................................................................................................1
SECTION 1:
CLAIM ADMINISTRATOR RESPONSIBILITIES...................................................................................3
SECTION 2:
EMPLOYER RESPONSIBILITIES........................................................................................................4
SECTION 3:
CONFIDENTIAL DATA, INFORMATION AND RECORDS..................................................................6
SECTION 4:
LITIGATION, LEGAL PROVISIONS, ERRORS, AND DISPUTE RESOLUTION.................................8
SECTION 5:
NON-ERISA GOVERNMENT REGULATIONS...................................................................................15
SECTION 6:
OTHER PROVISIONS.........................................................................................................................16
SECTION 7:
DEFINITIONS......................................................................................................................................18
EXHIBIT 1 CLAIM
ADMINISTRATOR SERVICES..................................................................................................22
EXHIBIT 2 FEE SCHEDULE AND FINANCIAL TERMS..........................................................................................26
SECTION 1:
FEE SCHEDULE.................................................................................................................................26
SECTION 2:
EXHIBIT DEFINITIONS.......................................................................................................................26
SECTION 3:
COMPENSATION TO CLAIM ADMINISTRATOR..............................................................................27
SECTION 4:
CLAIM PAYMENTS.............................................................................................................................28
SECTION 5:
EMPLOYER PAYMENT......................................................................................................................28
SECTION 6:
CLAIM SETTLEMENTS......................................................................................................................29
SECTION 7:
LATE PAYMENTS AND REMEDIES..................................................................................................29
SECTION 8:
FINANCIAL OBLIGATIONS UPON AGREEMENT TERMINATION...................................................30
EXHIBIT 3 NOTICES/REQUIRED
DISCLOSURES.................................................................................................31
SECTION 1:
PAYMENT OF CLAIMS AND ASSIGNMENT OF BENEFITS............................................................31
SECTION 2:
COVERED PERSON/PROVIDER RELATIONSHIP...........................................................................31
SECTION 3:
LIMITED BENEFITS FOR NON —NETWORK PROVIDERS...............................................................32
SECTION 4:
CLAIM ADMINISTRATOR'S SEPARATE FINANCIAL ARRANGEMENTS WITH PRESCRIPTION
DRUGPROVIDERS.................................................................................................................................................32
SECTION 5:
CLAIM ADMINISTRATOR'S SEPARATE FINANCIAL ARRANGEMENTS WITH PHARMACY
BENEFIT MANAGERS.............................................................................................................................................33
SECTION 6:
MEDICARE SECONDARY PAYER INFORMATION REPORTING....................................................33
SECTION 7:
REIMBURSEMENT PROVISION........................................................................................................34
SECTION 8:
REPLACEMENT COVERAGE............................................................................................................34
EXHIBIT4 ASO BPA................................................................................................................................................35
EXHIBIT 5 BLUE
CROSS AND BLUE SHIELD ASSOCIATION DISCLOSURES AND PROVISIONS ..................36
SECTION 1:
INTER -PLAN ARRANGEMENT DEFINITIONS..................................................................................36
SECTION 2:
ADMINISTRATIVE SERVICES ONLY................................................................................................37
SECTION 3:
DISCLOSURES IN ACCOUNT CONTRACTS....................................................................................37
SECTION 4:
INTER -PLAN ARRANGEMENTS........................................................................................................38
EXHIBIT 6 RECOVERY
LITIGATION AUTHORIZATION........................................................................................45
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
This Agreement made as of the Effective Date, by and between Blue Cross and Blue Shield of Texas, a Division
of Health Care Service Corporation, a Mutual Legal Reserve Company ("Claim Administrator"), and Employer,
for Employer Group Number(s) set forth on page one (1) of this Agreement (each a "Party" and collectively, the
"Parties"), WITNESSETH AS FOLLOWS:
RECITALS
WHEREAS, as part of Employer's benefit plan offered to its employees and their eligible dependents, Employer
has established and adopted a Plan as defined herein;
WHEREAS, Employer, on behalf of the Plan, desires to contract with one or more other entities, including
subsidiaries or affiliates of Employer, if applicable, which will also provide additional services related to the Plan
("Employer's Contracted Vendors"), including Advocacy Activities as defined herein; and
WHEREAS, to facilitate the ability of Claim Administrator and Employer's Contracted Vendors to perform their
respective obligations to the Plan, the Parties agree that Claim Administrator may delegate or assign in its discretion
certain rights and responsibilities under this Agreement to one or more third parties; and
WHEREAS, Employer on behalf of the Plan has executed an Administrative Services Only Benefit Program
Application ("ASO BPA") and Claim Administrator has accepted such ASO BPA attached hereto as Exhibit 4; and
WHEREAS, Employer on behalf of the Plan desires to retain Claim Administrator to provide certain administrative
services with respect to the Plan; and
WHEREAS, the Parties agree that it is desirable to set forth more fully the obligations, duties, rights, and liabilities
of Claim Administrator and Employer.
NOW, THEREFORE, in consideration of these premises and the mutual promises and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Employer and Claim Administrator hereby agree as follows:
SECTION 1: CLAIM ADMINISTRATOR RESPONSIBILITIES
1.1 Appointment. Employer hereby retains and appoints Claim Administrator to provide the services set forth
in Exhibit 1 in connection with the administration of the Plan ("Services"). Employer agrees that Claim
Administrator may, without prior approval from Employer, delegate performance of any of the Services to
one or more entities, subcontractors, or third parties. Any right or responsibility of Claim Administrator stated
herein may be delegated by Claim Administrator to such entities, subcontractors or third parties. Employer
agrees that it will not perform or engage any other party to perform the Services with respect to any Covered
Persons while this Agreement is in effect.
1.2 Claim Administrator Responsibilitv. Claim Administrator shall be responsible for and bear the cost of
compliance with any federal, state, or local laws that may apply to Claim Administrator's performance of its
Services except as otherwise provided in this Agreement. Claim Administrator does not have final authority
to determine Covered Persons' eligibility or discretion to establish or construe the terms and conditions of
the Plan. Claim Administrator shall have no responsibility for or liability with respect to the compliance or
non—compliance of the Plan with any applicable federal, state, and local rules, laws and regulations; and
Employer shall have the sole responsibility for and shall bear the entire cost of compliance with all federal,
state, and local rules, laws, and regulations, including, but not limited to, any licensing, filing, reporting,
modification requirements, and disclosure requirements that may apply to the Plan, and all costs, expenses
and fees relating thereto, including, but not limited to, local, state, or federal taxes, penalties, Surcharges
or other fees or amounts regardless of whether payable directly by Employer or by or through Claim
Administrator.
1.3 Claim Appeals. Appeals will be reviewed with a new full and fair review. If the denial reason was due to
medical necessity or experimental/investigational clinical rationale, the appeal will be reviewed by a
qualified Physician who had no involvement in the initial review or any prior reviews. If, pursuant to such
review, the clinical decision is upheld, then the Covered Person may have the right to seek Independent
External Review. The decision of the independent review organization ("IRO") will be final and binding.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
1.4 External Review Coordination. If elected by Employer on the most current ASO BPA, Claim Administrator
will coordinate, and Employer shall pay for, external reviews by IROs as described in Exhibit 1 and/or the
most current ASO BPA, but in no event shall Claim Administrator have any liability or responsibility for any
claim determination, act, or omission by an IRO in connection with any Independent External Review.
1.5 Claim Administrator Review of Eliqibilitv Records. During the term of this Agreement and within one
hundred eighty (180) days after its termination, Claim Administrator may, upon at least thirty (30) days' prior
written notice to Employer, conduct reasonable reviews of Employer's membership records with respect to
eligibility.
1.6 Administrative Services. To the extent Claim Administrator delegates any Services; to any third parties,
Claim Administrator shall remain fully responsible and liable for performance of any such Services to be
performed by Claim Administrator but contracted or delegated to other entities. Further, any of the Services
may be performed by Claim Administrator, any subsidiary or affiliate of Claim Administrator, and any
successor entity or entities to Claim Administrator, whether by merger, consolidation, or reorganization,
without prior written approval by Employer.
SECTION 2: EMPLOYER RESPONSIBILITIES
2.1 Emplover Responsibilitv. Employer retains full and final authority and responsibility for the Plan, payment
of Claims under the Plan, determinations of eligibility under the Plan, and its operation. Notwithstanding the
foregoing, Claim Administrator remains responsible for the performance of its obligations under the terms
of this Agreement. Claim Administrator performs Services for Employer in connection with the Plan within
the framework, practices, and procedures of Employer and only as expressly stated in this Agreement or
as otherwise mutually agreed. Employer shall remain fully responsible and liable for the performance of
any of Employer's contracted vendors to the extent Employer contracts for services related to the Plan or
delegates to other entities any of its obligations under the Plan.
The Parties acknowledge and agree Claim Administrator does not insure or underwrite the liability of
Employer under the Plan and has no responsibility for designing the terms of the Plan or the benefits to be
provided thereunder.
2.2 Emplover's Contracted Vendor's Responsibilitv. Employer will identify to Claim Administrator any
Employer's Contracted Vendor(s), including, but not limited to those that perform Advocacy Activities. For
the purposes of this Agreement, "Advocacy Activities" shall mean healthcare navigation, healthcare
assistance, or health advocacy that are provided on an individualized basis, including but not limited to ,
using specific health information and claims data to give Plan members information to understand their
health benefits or eligibility, make health care decisions, and/or address claims and billing issues. Employer
represents and warrants that it has entered into separate contracts with any of Employer's Contracted
Vendors. Employer agrees that in connection with any services the Employer's Contracted Vendor(s)
perform related to the Plan, Employer's Contracted Vendor(s) shall not engage with or contact any
Providers except as permitted by Claim Administrator. Employer agrees that neither Claim Administrator
nor any of Claim Administrator's affiliates, delegates, subcontractors, or assigns shall have any
responsibility for any act, error, or omission of Employer's Contracted Vendor(s). Employer also agrees
Claim Administrator or any of Claim Administrator's affiliates, delegates, subcontractors, or assigns
performance under this Agreement shall be excused to the extent they are unable to perform due to the
performance or lack of performance of Employer's Contracted Vendor(s).
2.3 Emplover's Direction as to Benefit Desiqn. Employer shall direct Claim Administrator as to the terms
and scope of benefits under the Plan and such directions shall be documented in a benefit matrix, highlight
sheets, and similar documentation (collectively, "Matrix"), and the ASO BPA. Employer agrees that Claim
Administrator shall process Claims in accordance with the Matrix and the ASO BPA. Employer agrees
Claim Administrator may rely on the most current version of the Matrix and the ASO BPA as the authorized
document that governs administration of Employer's Plan under this Agreement and will prevail in the event
of any conflict with any other electronic or paper file.
2.4 Eligibility. Employer shall determine eligibility for coverage under the Plan. Employer is responsible for
any benefits paid for a terminated Covered Person until Employer has notified Claim Administrator of such
Covered Person's termination. Any clerical errors with respect to eligibility will not invalidate coverage that
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
would otherwise be validly in force or continue coverage that would otherwise validly terminate. Such errors
will be corrected according to Claim Administrator's reasonable administrative practices including, but not
limited to, those related to Timely notification of a change in a Covered Person's status.
2.5 Notices to Covered Persons. Unless otherwise stated in this Agreement, Employer is responsible for all
communications to Covered Persons, including as to the terms of the Plan. In addition, if this Agreement is
terminated pursuant to Section 6.1, Employer agrees to notify all Covered Persons. Employer shall also
communicate the provisions of Exhibit 3 to Covered Persons.
2.6 Required Plan Information. Employer shall furnish on a Timely basis to Claim Administrator, or as directed
by Claim Administrator, information concerning the Plan and Covered Persons that Claim Administrator
may require and request to perform its duties including, but not limited to, the following:
a. All documents by which the Plan is established and any amendments or changes to the Plan.
b. All data as may be required by Claim Administrator with respect to any Covered Persons.
C. Employer shall Timely notify Claim Administrator in a mutually agreeable format of any change in
a Covered Person's status under this Agreement.
d. By providing Covered Persons information that may include a telephone and text number, the
Employer agrees that Claim Administrator may use that information to secure the Covered Person's
consent to contact them via their preferred method of communication (e.g., phone, text, email) with
the Claim Administrator.
e. Employer is responsible for ensuring that the terms of the Plan are consistent with the terms of this
Agreement.
2.7 Grandfathered Health Plans (If Applicable). Employer shall provide Claim Administrator with written
notice prior to renewal (and during the plan year, at least sixty (60) days' advance written notice) of any
changes that would cause any benefit package of its Plan(s) to lose its status as a "grandfathered health
plan" under the Affordable Care Act and applicable regulations. Any such changes (or failure to provide
notice thereof as required) can result in retroactive and/or prospective changes by Claim Administrator to
the terms and conditions of this Agreement. In no event shall Claim Administrator be responsible for any
legal, tax or other ramifications related to any Plan's grandfathered health plan status or any representation
regarding any Plan's past, present and future grandfathered status. The grandfathered health plan form
("Form"), if any, shall be incorporated by reference into and become part of this Agreement, and Employer
represents and warrants that the information it submits on such Form is true, complete, and accurate.
2.8 Retiree Only Plans, Excepted Benefits and/or Self -Insured Nonfederal Governmental Plans
(If Applicable). If Claim Administrator provides Services for any retiree -only plans, excepted benefits and/or
self -insured nonfederal governmental plans (with an exemption election), then Employer represents and
warrants that one or more such plans are not subject to some or all of the provisions of Part A (Individual
and Group Market Reforms) of Title XXVII of the Public Health Service Act (and/or related provisions in the
Internal Revenue Code and Employee Retirement Income Security Act) (an "exempt plan status"). Any
determination that a Plan does not have exempt plan status can result in retroactive and/or prospective
changes by Claim Administrator to the terms and conditions of this Agreement. In no event shall Claim
Administrator be responsible for any legal, tax or other ramifications related to any Plan's exempt plan
status or any representation regarding any Plan's exempt plan status.
2.9 Summary of Benefits and Coveraqe ("SBC"). Unless otherwise provided in the applicable ASO BPA and
SBC Addendum (if applicable), Employer acknowledges and agrees that Employer will be responsible for
the creation and distribution of the SBC as required by Section 2715 of the Public Health Service Act (42
USC 300gg-15) and SBC regulations (45 CFR 147.200), as supplemented and amended from time to time
and that in no event will Claim Administrator have any responsibility or obligation with respect to the SBC
and that Claim Administrator will not be obligated to respond to or forward misrouted calls, but may, at its
option, provide participants and beneficiaries with Employer's contact information.
2.10 Massachusetts Health Care Reform Act. If elected by Employer on the applicable ASO BPA, Claim
Administrator will provide required written statements of creditable coverage to Covered Persons residing
in Massachusetts and submit applicable electronic reporting to the Massachusetts Department of Revenue,
in accordance with the Massachusetts Health Care Reform Act based on information provided to Claim
Administrator by Employer and coverage under the Plan(s) during the term of this Agreement. Employer
hereby certifies (1) that it has or will review the Plan for Massachusetts Health Care Reform Act compliance;
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
and (2) to the best of its knowledge, that any such coverage under the Plan(s) is "creditable coverage" in
accordance with the Massachusetts Health Care Reform Act. Employer acknowledges that Claim
Administrator will not verify and is not responsible for verifying nor ensuring compliance with any tax and/or
legal requirements related to this Service. Employer or its Covered Persons should seek advice from their
legal or tax advisors as necessary. If not elected on the applicable ASO BPA, Employer acknowledges it
will provide written statements and electronic reporting to the Massachusetts Department of Revenue as
required by the Massachusetts Health Care Reform Act.
2.11 Emplover Audits Claim Administrator. During the term of this Agreement and within three (3) years after
its termination, Claim Administrator and Employer or an authorized agent of Employer (subject to Claim
Administrator's reasonable approval) may agree, upon at least thirty (30) days' prior written notice to Claim
Administrator, for Employer to conduct reasonable audits of records related to Claim Payments to verify
that Claim Administrator's administration of the covered health care benefits is performed according to the
terms of this Agreement. Any review of Claim information by Employer or an authorized agent of Employer
to evaluate Claim Administrator's performance of the administrative services provided according to the
terms of this Agreement shall be subject to the terms of this Section. Contingency fee -based audits are not
supported by Claim Administrator. Audit samples will be limited to no more than three hundred (300) Claims.
If a pattern of errors is identified in an audit sample, Claim Administrator shall also identify Claims with the
same errors and will reprocess such identified Claims in accordance with Claim Administrator policies and
procedures. Notwithstanding anything in this Agreement to the contrary, in no event will Claim Administrator
be obligated to reprocess Claims or reimburse Employer for alleged errors based upon audit sample
extrapolation methodologies or inferred errors in a population of Claim Payments. Employer will be
responsible for all costs associated with the audit. Employer will reimburse Claim Administrator for all
reasonable expenditures necessary to support audits conducted after termination of this Agreement. All
such audits shall be subject to Claim Administrator's then current external audit policy and procedures, a
copy of which shall be furnished to Employer upon request to Claim Administrator. The audit period will be
limited to the current Agreement year and the immediately preceding Agreement year. No more than one
(1) audit shall be conducted during a twelve (12) consecutive -month period, except as required by state or
federal government agency or regulation. Employer and such agent that have access to the information
and files maintained by Claim Administrator will agree not to disclose any proprietary information, and to
hold harmless and indemnify Claim Administrator in writing of any liability from disclosure of such
information by executing an Audit Agreement with Claim Administrator that sets forth the terms and
conditions of the audit. Claim Administrator has the right to implement reasonable administrative practices
in the administration of Claims.
SECTION 3: CONFIDENTIAL DATA, INFORMATION AND RECORDS
3.1 Use and Disclosure of Covered Persons' Information. The Parties acknowledge and agree that they
have entered into a Business Associate Agreement ("BAA") as required by HIPAA. The Parties agree the
BAA will govern the use, access, or disclosure of all personally identifiable information ("PII"), including
Protected Health Information ("PHI"), Claim Administrator may collect or receive. While Claim Administrator
does not anticipate receiving or collecting PII about Covered Persons that is not PHI, Claim Administrator
agrees to protect and secure any PII of Covered Persons according to the terms of the BAA and agrees to
fulfill any other obligations related to PII as required therein.
3.2 Electronic Exchange of Information. If Employer and Claim Administrator exchange data and information
electronically, Employer agrees to transfer on a Timely basis all required data to Claim Administrator via
secure electronic transmission on the intranet and/or internet or otherwise, in a format mutually agreed to
by the Parties. Further, Employer is responsible for maintaining any enrollment applications and enrollment
documentation, including any changes completed by Covered Persons, and to allow Claim Administrator
reasonable access to this information as needed for administrative purposes.
Employer authorizes Claim Administrator to submit reports, data, and other information to Employer in the
electronic format mutually agreed to by the Parties.
3.3 Providinci Data to Emplover's Contracted Vendor(s)., If Employer requests for itself or directs Claim
Administrator to provide data directly to Employer's Contracted Vendor(s), Employer acknowledges and
agrees that it will execute and shall require Employer's Contracted Vendor(s) to execute Claim
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
Administrator's then -current data exchange agreement. Employer hereby acknowledges and agrees, and
Employer's Contracted Vendor(s) shall acknowledge and agree:
a. That the requested documents, records, and other information (for purposes of this Section 3,
"Confidential Information") are proprietary and confidential in nature and that the release of the
Confidential Information may reveal Claim Administrator's Business Confidential Information.
b. To maintain the confidentiality of the Confidential Information and any Business Confidential
Information (for purposes of this Section 3, collectively, "Information") and to prevent unauthorized
use or disclosure by Employer's Contracted Vendor(s) or unauthorized third parties, including those
of its employees not directly involved in the performance of duties under its contract with Employer,
to the same extent that it protects its own confidential information.
C. To use and limit the disclosure of the Information strictly for and to the minimum extent necessary
to fulfill the purpose for which it is disclosed.
d. To maintain the Information at a specific location under its control and take reasonable steps to
safeguard the Information.
e. To use, and require its employees to use, at least the same degree of care to protect the Information
as is used with its own proprietary and confidential information.
f. To not duplicate the Information furnished in written, pictorial, magnetic and/or other tangible form
except as necessary to fulfill the purposes of this Agreement or as required by law.
g. To not sell, re -sell, or lease the Information.
h. To securely return or securely destroy the Information at the direction of Claim Administrator or
within a reasonable time after the termination of this Agreement, not to exceed sixty (60) days
thereafter.
Employer shall provide Claim Administrator in writing the names of any Employer's Contracted Vendor(s)
with whom Claim Administrator is authorized to release, disclose, or exchange data and provide written
authorization and specific directions with respect to such release, disclosure, or exchange. If Employer's
Contracted Vendor(s) perform services that involve the use, access or disclosure of PHI as defined by
HIPAA, the identity of Employer's Contracted Vendor(s) shall be documented within the BAA between Claim
Administrator and Employer.
3.4 Business Confidential Information and Proorietary Marks. The Parties acknowledge that Claim
Administrator has developed, acquired, or owns certain Business Confidential Information ("BCI").
Employer shall not use or disclose such Business Confidential Information, including this Agreement, to
any third party without prior written consent of Claim Administrator. Employer agrees to provide written
notice to Claim Administrator if Employer believes it is required by law to disclose BCI, including but not
limited to this Agreement, to any entity or person, including but not limited to any Covered Person, any
Covered Person's authorized representative, or any governmental entity, so that Claim Administrator has
the opportunity to object and ensure appropriate confidentiality protections are in place. Employer will at all
times remain responsible for maintaining the confidentiality of this Agreement and shall ensure that any
affiliated entities or third -party representatives to whom the Agreement is disclosed are bound in writing not
to further disclose this Agreement without the prior written consent of Claim Administrator. Neither Party
shall use the name, symbols, copyrights, trademarks, or service marks ("Proprietary Marks") of the other
Party or the other Party's respective clients in advertising or promotional materials without prior written
consent of the other Party; provided, however, that Claim Administrator may include Employer in its list of
clients. Public Information Act: Employer is a government entity under the laws of the State of Texas and
all documents held or maintained by Employer are subject to disclosure under the Texas Public Information
Act. In the event there is a request for information which is Claim Administrator's Confidential Information,
Employer shall promptly notify Claim Administrator prior to the disclosure or release so that Claim
Administrator may, at Claim Administrator's cost, seek appropriate legal relief to defend Claim
Administrator's interest and/or contest such required disclosure or release. It will be the responsibility of
Claim Administrator to submit reasons objecting to the disclosure or release. A determination on whether
such reasons are sufficient will not be decided by Employer, but by the Office of the Attorney General of
the State of Texas or by a court of competent jurisdiction.
3.5 Claim Administrator/Association Ownership. Employer acknowledges that certain of Claim
Administrator's Proprietary Marks and Business Confidential Information are utilized under a license from
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
the Blue Cross and Blue Shield Association ("BCBSA" or "the Association"). Employer agrees not to contest
(i) the Association's ownership of, or the license granted by the Association to Claim Administrator for use
of, such Proprietary Marks and (ii) Claim Administrator's ownership of its Proprietary Marks or Business
Confidential Information.
3.6 Infringement. Claim Administrator agrees not to infringe upon, dilute or harm Employer's rights in its
Proprietary Marks. Employer agrees not to infringe upon, dilute or harm Claim Administrator's rights in its
Proprietary Marks, including those Proprietary Marks owned by the Association and utilized by Claim
Administrator under a license with the Association.
3.7 Records.
a. Records Retention. Claim Administrator shall retain all Claim records for the longer of (i) the time
period required by applicable law or (ii) the time period required by Claim Administrator's records
retention policy, which policy is subject to change by Claim Administrator. The failure to agree upon
a retention period shall not constitute breach of this Agreement.
b. Record Requests. For a period of one (1) year following termination of this Agreement, Claim
Administrator shall, upon the request of the Employer for general purposes ("Data Reclamation
Request"), provide to Employer, a copy of all Claim determination records, excluding any and all of
the Business Confidential Information of Claim Administrator, other Blue Cross and/or Blue Shield
companies, or Claim Administrator's subsidiaries, affiliates, and vendors, in the possession of
Claim Administrator. Within a mutually agreeable time frame of receipt of the Data Reclamation
Request, Claim Administrator shall transmit the dataset in a form mutually agreed upon by the
Parties with the cost of preparing the information for transmittal to be borne by Employer. The time
period for general record requests does not impact nor restrict any legal, regulatory, or mandated
data requests.
3.8 De -Identified Data. Employer authorizes Claim Administrator to deidentify PHI or PII. Claim Administrator
may use or disclose a limited or de -identified data set for any purpose permitted by HIPAA and/or the HIPAA
Privacy Rule in effect as of the effective date of this Agreement, unless subsequently prohibited by
superseding law or expressly restricted under the BAA entered into between the Parties.
SECTION 4: LITIGATION, LEGAL PROVISIONS, ERRORS, AND DISPUTE RESOLUTION
4.1 Litigation. Employer shall, to the extent practical, advise Claim Administrator of any third -party legal actions
against one or both Parties that specifically or directly concern (a) the terms of or administration of the Plan,
or (b) the obligations of either Party (or their respective affiliates, delegates, or assigns) under the Plan and
this Agreement. Employer may undertake the defense of such action in which event the Employer shall be
responsible for the costs of defense, including but not limited to attorneys' fees and costs, external claim
reviews, and other expenses. Notwithstanding the foregoing, Claim Administrator shall have the option, at
its sole discretion, to select and employ attorneys to defend any such action, in which event the fees and
costs of those attorneys shall be the responsibility of Claim Administrator. For such actions, each Party
shall reasonably cooperate with the other Party's defense, unless a conflict of interest exists. Some defense
support by Claim Administrator, such as external claim review, may require an additional fee, the costs of
which shall be Employer's responsibility, provided, however, that any such additional fees shall be subject
to Employer's review and approval, not to be unreasonably conditioned, delayed, or withheld.
4.2 Claim Overpayments. Employer acknowledges that unintentional administrative errors may occur. If Claim
Administrator becomes aware of a Claim Overpayment to a Provider or Covered Person, Claim
Administrator is authorized to follow its recovery processes, including, but not necessarily limited to, those
items described below ("Recovery Process(es)"). Claim Administrator, however, will not be required to enter
into litigation to obtain a recovery, unless specifically provided for elsewhere in this Agreement. Nor will
Claim Administrator be required to reimburse the Plan, except for when gross negligence or intentional
misconduct by Claim Administrator caused the Overpayment.
Recovery Process. Claim Administrator, on behalf of Employer, or on behalf of itself as an insurer, has
the right to obtain a refund of an Overpayment from a Provider or a Covered Person. Unless otherwise
agreed upon between Claim Administrator and the Provider, when a Provider fails to return an Overpayment
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
to Claim Administrator, Claim Administrator has the right to utilize the following mechanisms to recover the
Overpayment:
For purposes of Section 4.2(a.-e.) below, "Other Plan(s)" or "Another Plan" means any health benefit plan,
including, but not limited to, individual and group plans or policies administered or insured by Claim
Administrator.
a. Reductions from Future Payments to Network Providers. Claim Administrator has the right to
offset future payments owed to the Provider: (i) from the Plan, or (ii) if the Provider is a Network
Provider, from Other Plans, up to an amount equal to the Overpayment (collectively, "Offset").
b. Cross -Plan Offsets for Network Providers. Claim Administrator has the right to reduce Another
Plan's payment to a Network Provider by the amount necessary to recover the Plan's Overpayment
to the same Network Provider and to remit the recovered amount to Employer (net of fees, if any).
Likewise, Claim Administrator has the right to reduce the Plan's payment to a Network Provider by
the amount necessary to recover Another Plan's Overpayment to the same Network Provider and
to remit the recovered amount to the Other Plan (each, a "Cross -Plan Offset").
C. Division of Recovery for Multiple Plans. If Claim Administrator has made Overpayments to a
Network Provider for more than one (1) Other Plan, Claim Administrator has the right to Offset two
(2) or more of the Overpayments collectively against future payments owed to Another Plan as part
of a single transaction, resulting in an Overpayment recovery amount which shall be applied based
on the age of the Overpayments, beginning with the oldest outstanding Overpayment, or has the
right to Offset as otherwise set forth in this Section 4.
d. Employer Authorization for Offsets and Cross -Plan Offsets. Employer authorizes and directs
Claim Administrator to perform Offsets and Cross -Plan Offsets. Cross -Plan Offsets will be carried
out consistent with the terms of the Provider contract. Notwithstanding the foregoing, Employer
acknowledges and agrees that claims processed through Inter -Plan Arrangements with other Blue
Cross and/or Blue Shield licensees operate under rules and procedures issued by the Association,
and the recovery policies and procedures of each Blue Cross and/or Blue Shield independent
licensee may apply.
e. No Independent Right of Recovery. Subject to the exception(s) set forth in this Section 4,
Employer agrees that Claim Administrator shall administer Overpayment recoveries in accordance
with its Recovery Process and that Employer has no separate or independent right to recover any
Provider Overpayment from Claim Administrator, Providers, or Another Plan. Employer agrees that
it will not perform or engage any other party to perform Overpayment recovery activities with respect
to Providers or Covered Persons without prior written consent of Claim Administrator.
4.3 Third Partv Recovery Vendors and Outside Attornevs. To assist in the recovery of payments, Claim
Administrator may engage a third party to assist in identification or collection of recovery amounts related
to Claim Payments made under the Agreement. In such event, the recovered amounts will be applied
according to Claim Administrator's refund recovery policies. Claim Administrator may also engage a third
party to assist in the review of healthcare Providers' Claim coding or billing to identify discrepancies post
Claim Payment. Third parties' fees, as defined in the ASO BPA, associated with such assistance and Claim
Administrator's fee for its related administrative expenses to support such third -party recovery identification
and collection will be paid by Employer and are separate from and in addition to the Reimbursement Fees
set forth in the ASO BPA.
4.4 Claim Administrator Indemnifies Employer. CLAIM ADMINISTRATOR HEREBY AGREES TO
INDEMNIFY AND HOLD HARMLESS EMPLOYER AND ITS DIRECTORS, OFFICERS AND EMPLOYEES
AGAINST ANY AND ALL LOSS, LIABILITY, DAMAGES, PENALTIES AND EXPENSES, INCLUDING
REASONABLE ATTORNEYS' FEES, OR OTHER COST OR OBLIGATION RESULTING FROM OR
ARISING OUT OF CLAIMS, LAWSUITS, DEMANDS, SETTLEMENTS, OR JUDGMENTS WITH
RESPECT TO THIS AGREEMENT RESULTING FROM OR ARISING OUT OF ANY ACTS OR
OMISSIONS OF CLAIM ADMINISTRATOR OR ITS DIRECTORS, OFFICERS, EMPLOYEES
DELEGATES, OR SUBCONTRACTORS (OTHER THAN ACTS OR OMISSIONS OF CLAIM
ADMINISTRATOR DONE AT EMPLOYER'S DIRECTION) WHICH HAVE BEEN ADJUDGED TO BE (1)
GROSSLY NEGLIGENT, FRAUDULENT, OR CRIMINAL OR (11) IN MATERIAL BREACH OF THE TERMS
OF THIS AGREEMENT.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 10
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
4.5 Emplover Indemnifies Claim Administrator. TO THE EXTENT ALLOWED UNDER THE LAW
EMPLOYER AGREES TO INDEMNIFY AND HOLD HARMLESS CLAIM ADMINISTRATOR AND ITS
DIRECTORS, OFFICERS, EMPLOYEES, DELEGATES, OR SUBCONTRACTORS AGAINST ANY AND
ALL LOSS, LIABILITY, DAMAGES, FINES, PENALTIES, TAXES, AND EXPENSES, INCLUDING
ATTORNEYS' FEES AND COSTS, OR OTHER COST OR OBLIGATION RESULTING FROM OR
ARISING OUT OF CLAIMS, LAWSUITS, DEMANDS, GOVERNMENTAL INQUIRIES OR ACTIONS,
SETTLEMENTS, OR JUDGMENTS BROUGHT OR ASSERTED AGAINST CLAIM ADMINISTRATOR IN
CONNECTION WITH THE DESIGN, OPERATION, OR ADMINISTRATION OF THE PLAN, INCLUDING
BUT NOT LIMITED TO (A) THE PLAN'S GRANDFATHERED HEALTH PLAN STATUS, IF APPLICABLE,
(B) THE PLAN'S EXEMPT PLAN STATUS, IF APPLICABLE, (C) ANY FAILURE TO PROVIDE OR THE
PROVISION OF INACCURATE INFORMATION TO CLAIM ADMINISTRATOR OR ITS DELEGATES OR
SUBCONTRACTORS, (D) ANY DAMAGES CAUSED BY EMPLOYER'S CONTRACTED VENDOR(S),
OR (E) SELECTION OF EMPLOYER'S ESSENTIAL HEALTH BENEFITS BENCHMARK FOR THE
PURPOSE OF ACA; UNLESS THE LIABILITY THEREFOR WAS THE DIRECT CONSEQUENCE OF THE
ACTS OR OMISSIONS OF CLAIM ADMINISTRATOR OR ITS DIRECTORS, OFFICERS, EMPLOYEES,
DELEGATES OR SUBCONTRACTORS(OTHER THAN ACTS OR OMISSIONS OF CLAIM
ADMINISTRATOR DONE AT EMPLOYER'S DIRECTION) AND THE ACTS OR OMISSIONS ARE
ADJUDGED TO BE (1) GROSSLY NEGLIGENT, DISHONEST, FRAUDULENT, OR CRIMINAL OR (II) IN
MATERIAL BREACH OF THE TERMS OF THIS AGREEMENT.
4.6 Directions Reqardinq First Dollar Coveraqe. If, either on the applicable ASO BPA or other document,
Employer directs Claim Administrator to process and adjudicate Claims at one hundred percent (100%) of
the applicable Allowable Amount, regardless of whether the high -deductible health plan's deductible has
been met ("First Dollar Coverage"), Employer acknowledges and agrees that such direction is a benefit
design decision and the responsibility of the Employer. To the extent allowed under law, Employer shall
indemnify and hold harmless (and upon request defend) Claim Administrator against claims brought by any
employees of Employer, participants in any benefit plan provided by Employer, or any governmental
agency, in connection with or arising out of, directly or indirectly of the First Dollar Coverage. Employer
acknowledges and agrees that Claim Administrator shall have no fiduciary obligation with respect to the
directions to provide First Dollar Coverage.
4.7 Assignment. Except as otherwise permitted by Section 1 of this Agreement, no part of this Agreement, or
any rights, duties or obligations described herein, shall be assigned, transferred, or delegated, directly or
indirectly, without the prior express written consent of both Parties. Any such attempted assignment in the
absence of the prior written consent of the Parties shall be null and void. Claim Administrator's contractual
arrangements for the acquisition and use of facilities, services, supplies, equipment, and personnel shall
not constitute an assignment or delegation under this Agreement. This Agreement shall, however, be
binding on any permitted assignees, delegates, or successors to the Parties.
4.8 Applicable Law. This Agreement shall be governed by and construed in accordance with applicable federal
laws and the laws of the state of Texas without regard to any state choice —of —law statutes among the
parties. Changes in state or federal law or regulations or interpretations thereof may change the terms and
conditions of the Services.
4.9 Notice and Satisfaction. Unless specifically stated otherwise in this Agreement or in any written Exhibit or
Addenda thereto, Employer and Claim Administrator agree to give one another written notice (in
accordance with this section) of any complaint or concern the other Party may have about the performance
of obligations under this Agreement and to allow the notified Party ninety (90) days in which to make
necessary adjustments or corrections to satisfy the complaint or concern prior to taking any further action
with regard to such, including but not limited to initiation of Dispute Resolution under Section 4.11 below.
The written notice shall provide a description of the complaint or concern in such reasonable detail as to
allow the notified Party the opportunity to make the necessary modifications within the agreed upon term.
All notices given under this Agreement shall be deemed to have been given for all purposes when
personally delivered and received or when deposited in the United States mail, first—class postage prepaid,
and addressed to the Parties' respective contact names at their respective addresses or when transmitted
by facsimile via their respective facsimile numbers as indicated on the most current ASO BPA. Each Party
may change such notice mailing and/or transmission information upon Timely prior written notification to
the other Party. Claim Administrator may also provide such notices electronically, to the extent permitted
by applicable law.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 11
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
4.10 Limitations. Limitation of Liabilitv. No action or dispute shall be brought to recover under this Agreement
after the expiration of three (3) years from the date the cause of action accrued, except to the extent that a
later date is permitted under Section 413 of ERISA. As part of the consideration for services provided by
Claim Administrator and for the fees paid by Employer under this Agreement, except as otherwise agreed
below or otherwise prohibited by Law, Claim Administrator's liability (whether in contract, tort, or any other
liability at law or equity) for any errors or omissions by Claim Administrator (or its officers, directors,
employees, delegates, assigns, agents, or independent contractors) in connection with this Agreement shall
not exceed the maximum benefits which should have been paid under the terms of the Plan had the errors
or omissions not occurred (plus Claim Administrator's share of any arbitration expenses incurred), unless
any such errors or omissions are adjudged to be the result of gross negligence, fraud, or criminal actions
by Claim Administrator.
4.11 Dispute Resolution. Any dispute arising out of or related to any rights of obligations stated in this
Agreement shall be resolved in accordance with the procedures specified in this section, which shall be the
sole and exclusive procedures for the resolution of any such disputes.
a. Initial Notice and Negotiation. Employer or Claim Administrator shall give written notice to the
other Party of the existence of a dispute. Within sixty (60) days of receipt of the written notice, the
Parties shall seek to resolve that dispute through informal discussions between authorized
representatives of the Parties with appropriate authority to approve any resolution. All negotiations
pursuant to this section are confidential and shall be treated as compromise and settlement
negotiations for purposes of applicable rules of evidence.
b. Confidential Arbitration. In the event the Parties fail to agree with respect to any matter covered
herein and only after making good faith efforts to resolve any dispute under this Agreement under
this section, Employer or Claim Administrator must submit the dispute to confidential, binding
arbitration before the American Arbitration Association ("AAA"), subject to the following:
1. The arbitration shall be conducted by a single arbitrator mutually selected by the Parties
from a list furnished by the AAA. If the Parties are unable to agree on an arbitrator from the
list, AAA shall appoint an arbitrator.
2. Arbitration proceedings will be governed by the AAA Commercial Rules.
3. The arbitrator shall be required to issue a written opinion resolving all disputes in any matter
in which the controversy exceeds $10,000 and designating one Party as the prevailing
Party.
4. Judgment on the award rendered by the arbitrator may be entered in any court having
jurisdiction over the dispute.
5. The arbitrator's fees and any costs imposed by the arbitrator will be shared equally by the
Parties. Each party shall pay its own fees and costs relating to any arbitral proceedings,
including expert and witness fees.
6. This provision precludes Employer from having any dispute covered by this Agreement
heard by a jury and generally limits the scope of a judge to confirming or vacating an
arbitration award.
7. Except as may be required by law, neither a Party nor an arbitrator may disclose the
existence, content, or results of any arbitration pursuant to this section without the prior
written consent of both Parties.
C. Except as provided otherwise in this Agreement, each Party is required to continue to perform its
obligations under this Agreement pending final resolution of any dispute arising out of or relating to
this Agreement.
4.12 Transparencv and Surprise Billinq Procedures. Unless another effective date is stated for a specific
service, for plan years on or after January 1, 2022, Claim Administrator agrees to provide Employer the
services and processes described in this section consistent with the Consolidated Appropriations Act of
2021 ("CAA"), Transparency in Coverage Final Rule, and the No Surprises Act ("NSA").
a. Transparency Procedures.
Network Provider Data Verification. Claim Administrator will maintain a central database
of Network Providers' demographic information, which shall include name, address, phone
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 12
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
number, specialty, and web address ("Data Elements"). Claim Administrator will initiate an
outreach to Network Providers to verify the accuracy of the Data Elements up to ninety (90)
days following the last recorded update or verification. Claim Administrator has
implemented commercially reasonable procedures to track the receipt of updated data from
a Network Provider and update the central database within appropriate timeframes.
2. Directory of Verified Network Providers. Claim Administrator will provide an online
Provider directory representing the Network Providers who render Covered Services which
may be billed to plans and policies administered by Claim Administrator. This directory
shall include Providers contracted with Claim Administrator, Providers contracted with any
Blue Cross and/or Blue Shield Plan, and any other entity performing Covered Services on
behalf of Claim Administrator. The directory will not reflect services administered by
external claims administrators or other Providers not contracted through Claim
Administrator.
Providers who fail to confirm the accuracy of the Data Elements may be subject to removal
from the Provider directory until they confirm the accuracy of their information.
To the extent information for the Provider directory is provided by a third party, Claim
Administrator shall not be responsible for delays in updates to Provider data directories, or
misinformation due to such delays in receiving information from such third party.
Provider Network Status Verification. Covered Persons in plans or policies administered
by Claim Administrator may seek clarification of a Provider's Network status through Claim
Administrator. Notwithstanding any terms in this Agreement, Employer authorizes Claim
Administrator to communicate with Covered Persons as reasonably necessary to provide
information to or responses in connection with this section. When this clarification is sought
via phone, Claim Administrator will use commercially reasonable efforts to provide written,
electronic, or print confirmation of the Provider's Network status within an appropriate
timeframe. This verification shall be based on the information available to Claim
Administrator at the time of the request and does not represent future guarantee of Network
status.
Employer acknowledges that Claim Administrator will not issue a written confirmation of
Provider Network status when request is sought through a third -party service center.
4. ID Cards. Claim Administrator will include up to four (4) lines of text for deductible limits
and up to four (4) lines of text for out-of-pocket maximum limits for major medical coverage
on the member ID card. The limits will reflect both family and individual limits when
applicable to policy, together with in- and out -of -network limits.
For policies that include prescription drug coverage through Prime with an independent
out-of-pocket maximum limit or Deductible, one (1) line of text for deductible limits and one
(1) line of text for out-of-pocket maximum limits will be included on the ID card.
Claim Administrator will include a phone number and a website URL for customer
assistance information on ID cards issued by Claim Administrator.
Claim Administrator will issue physical ID cards in accordance with its standard processes
and will not re -issue physical ID cards unless requested by Employer, in which case
additional charges may apply. All newly issued physical ID cards will contain the
information reflected in this section.
Machine -Readable Files. Claim Administrator will publish and host machine readable files
populated with the negotiated rates with providers, and an aggregated out -of -network
allowable amount file, as contemplated by the Centers for Medicare and Medicaid Services
("CMS") standards, for services administered by Claim Administrator on behalf of the Plan.
The files will be updated monthly and hosted on a publicly available website. The files will
not reflect services administered by external claims administrators or other Providers not
directly contracted through Claim Administrator. The Plan may choose to download and/or
link to the files from their own website. To the extent Employer or the Plan engages a third -
party Vendor to administer or host the Machine -Readable Files, Employer hereby
acknowledges and agrees that neither Claim Administrator nor any of Claim Administrator's
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 13
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
affiliates, delegates, subcontractors, or assigns shall have any responsibility for any act,
error, or omission of such Vendor or with respect to the performance of such Vendor.
Employer shall remain fully responsible and liable for the performance, acts, or omissions
of any of Employer's Vendors.
6. Cost Sharing Estimator Tool. Claim Administrator will make available a Cost Sharing
Estimator Tool ("CSET") to enable Plans to provide enrollees personalized cost -sharing
estimates for items covered by the Plan administered by Claim Administrator. The CSET
will be made available through either self-service tools or telephone upon member request,
a secure member portal, and via a mobile application, for active policies, and include
services in accordance with the following schedule:
Effective with the plan year beginning on or after January 1, 2023, enrollees will be able to
search for the cost of five hundred (500) services, as defined by CMS, covered by the Plan
administered by Claim Administrator, to identify the estimated cost for the procedure,
illustrate how the member's benefits will apply to the procedure, and disclose if there may
be any prerequisites to care, such as requiring a prior authorization for a service or
procedure.
For each plan year beginning on or after January 1, 2024, the services that can be
estimated through the CSET will be expanded to support all services and procedures
covered by the Plans that are administered by Claim Administrator.
To the extent Employer or the Plan engages a third -party Vendor to administer a
substantially similar CSET for the same or similar services, Employer hereby
acknowledges and agrees that neither Claim Administrator nor any of Claim Administrator's
affiliates, delegates, subcontractors, or assigns shall have any responsibility for any act,
error, or omission of such Vendor or with respect to the performance of such Vendor.
Employer shall remain fully responsible and liable for the acts or omissions of any of
Employer's Vendors.
7. Drug Cost Reporting. Claim Administrator will provide on behalf of Employer, based on
the type of pharmacy coverage and data Claim Administrator administers and maintains
for Employer, health and drug cost reporting to the extent within the possession of Claim
Administrator as contemplated by Section 204 of the CAA according to Claim
Administrator's standard processes and procedures, unless otherwise mutually agreed in
writing.
8. Continuity of Care. In the event of a Provider or facility termination for reasons other than
failure to meet quality standards or fraud, Claim Administrator shall notify individuals
enrolled under the Plan who are continuing care patients with respect to the Provider at
the time of the termination. Claim Administrator will provide each individual who is a
continuing care patient of a terminated Provider or facility, the opportunity to request to
continue to have the treatment provided under the same benefits provided, under the same
terms and conditions as would have applied under the Plan had the termination not
occurred, for a specified duration (for purposes of this section, "Continuity of Care"). Claim
Administrator will identify continuing care patients and provide Continuity of Care in
accordance with Claim Administrator policies.
9. Required Disclosure/Notices. Claim Administrator will post the disclosure on patient
protections against balance billing on its public website where information is normally made
available to participants, beneficiaries, and enrollees, on the Plan's behalf.
10. Mental Health Parity. Claim Administrator has or will, timely establish processes and
procedures, in accordance with sound professional practices and prevailing industry
standards, reasonably necessary for Claim Administrator to timely support good faith
requests of Employer for data or other documentation that Employer may need to analyze
and document the Plan's compliance with applicable Mental Health Parity requirements,
including amendments to Mental Health Parity and Addiction Equity Act ("MHPAEA") of
2008. So long as Employer has elected to implement Claim Administrator's standard non -
quantitative treatment limitations ("NQTLs") and so long as Claim Administrator administers
both mental health/substance abuse benefits and medical/surgical benefits on behalf of
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 14
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
Employer, this may include applicable comparative documentation with respect to Claim
Administrator's administered NQTLs under the Plan which may be necessary for
addressing and complying with the requirement to analyze and document NQTL parity
between mental health/substance abuse benefits and medical/surgical benefits, as
required by Division BB, Title Il, Section 203 of the CAA and guidance issued thereunder.
In addition, in the event that the U.S. Department of Labor or other regulatory agency
("Agency") with competent jurisdiction over the Plan initiates an audit or other assessment
related to the Plan's compliance with mental health parity requirements, including the
obligation to perform and/or make available the comparative analyses described above,
Claim Administrator agrees to provide expedited support to enable Employer and the Plan
to timely provide the documentation requested by the Agency. Both Parties agree and
understand that no data or other documentation provided by Claim Administrator under this
Section shall be reasonably interpreted as a certification of the compliance of the Plan or
any Claim Administrator's administered NQTLs or other processes with State or Federal
Mental Health Parity requirements. Employer agrees that compliance of the Plan with such
NQTL requirements is solely the responsibility of Employer.
b. Surprise Billing Requirements of the No Surprises Act.
Qualifying Payment Amount. As it pertains to Employer's self -funded plans, Employer
acknowledges that NSA requires, among other things, that member cost -share for certain
items and services the Plan covers are calculated based on the lesser of the Provider's
billed charge or the NSA's "Qualifying Payment Amount" ("QPA"). With respect to the
calculation of QPA, Employer elects to use and adopts the QPA calculated by Claim
Administrator based on Claim Administrator's self -funded business. . and not a QPA
customized for Employer's Plan(s).
2. Negotiation and Independent Resolution Process. Employer acknowledges that Claim
Administrator will make on the Plan's behalf an initial payment amount on Claims
consistent with Employer's direction as established by Employer's Plan and this
Agreement. For covered NSA -eligible items and services reported on Claims from
nonparticipating Providers (i.e., generally noncontracted), a Provider may seek additional
payment through a dispute process established by the NSA and related regulations. This
process may include informal negotiations with the Provider and an independent dispute
resolution ("IDR") process as described in the NSA.
Employer authorizes Claim Administrator, or for Claims for service rendered outside of
Claim Administrator's service area another Blue Cross and/or Blue Shield licensee, to
represent the Plan with respect to any Claim with items or services for which a Provider
seeks to negotiate as provided by the NSA, or for which a Provider institutes IDR.
With respect to any negotiations where Claim Administrator represents the Plan to resolve
any disputed Claim, Employer expressly authorizes Claim Administrator in such
negotiations to attempt to resolve any disputed Claim, (i) for an amount not to exceed the
greater of the QPA or the amount allowed on the initial notice of payment or denial of the
claim, or (ii) as otherwise directed by Employer in the ASO BPA and agreed to by Claim
Administrator.
Claim Administrator will maintain a summary description of its currently applicable
approach to negotiation of services or Claims subject to the dispute resolution process of
the NSA. The approach will be generally the same or similar for Claims under Employer's
Plan as for similarly -situated Claims under Claim Administrator's fully insured health
insurance policies.
Employer acknowledges and agrees that Claim Administrator shall follow its then -current
negotiation approach, that such negotiations may not be successful, and may result in
institution of IDR despite the approach outlined above or as otherwise directed by the
Employer (with or without exhaustion of the full settlement authority Employer may grant
to Claim Administrator), which in turn may result in additional administrative fees, as well
as IDR entity fees in the event of settlement after institution of an IDR or an IDR loss.
Notwithstanding the additional administrative fee and other possible expenses, Employer
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 15
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
acknowledges that the approach set forth herein, or as it may direct (subject to Claim
Administrator's agreement) in the ASO BPA for attempting to resolve these Claims,
notwithstanding the potential for IDR losses, is in the Plan's interest.
Negotiation services Claim Administrator provides shall include communicating with
Provider, supplying requested documentation as appropriate, and proposing and
documenting resolution of disputed Claims. Services in connection with an IDR shall also
include handling interactions with the IDR entity and Provider, supplying requested
information in connection with the IDR, and analyzing circumstances of disputed Claims to
determine position on disputed Claims. On a quarterly basis, Claim Administrator shall
provide Employer with information regarding the status of negotiations and IDR decisions.
Employer acknowledges that Claim Administrator undertakes negotiations at the direction
of the Employer, undertakes such negotiations because they are necessary to the
operation of the Plan, that the compensation to be paid to Claim Administrator for such
negotiations is reasonable, and that, notwithstanding any other section of this Agreement,
Claim Administrator does not act as a fiduciary, including under ERISA in connection with
the negotiation or IDR of any disputed Claim. Employer is solely responsible for payment
of any amounts determined to be payable as a result of such negotiations or awards
entered through IDR on NSA -eligible items and services. Employer indemnifies and will
hold Claim Administrator harmless with respect to any award entered in IDR and any
subsequent payment made thereon and/or any judgment entered thereon. Employer
acknowledges that other terms, conditions, or fees may apply with respect to any
negotiations or IDR processes performed by another Blue Cross and/or Blue Shield
licensee.
C. Effect of Future Changes in Law and Regulations. The laws and regulations that are the subject
of this Section 4.12 are subject to additional rulemaking and interpretation. The terms and
conditions stated herein, including any associated costs/fees, may change as additional
requirements and regulatory guidance are released or as additional information becomes known.
In the event of a change because additional requirements and regulatory guidance are released or
as additional information becomes known, Claim Administrator shall provide notice to Employer
and such change shall be effective ninety (90) days after such notice.
Employer acknowledges that Employer, and not Claim Administrator, shall be responsible for
making the necessary adjustments to its ERISA Plan Document(s) (if applicable) and Summary
Plan Description(s) to be consistent with Employer's election, including any amendments to
governing Plan documents.
SECTION 5: NON-ERISA GOVERNMENT REGULATIONS
5.1 In Relation to the Plan. Although Employer has advised Claim Administrator that Employer's Plan is
currently not covered by ERISA, Employer hereby acknowledges (i) its employee benefit plan is established
and maintained through a separate plan document, and (ii) its employee benefit plan document may provide
for the allocation and delegation of responsibilities thereunder. However, notwithstanding anything
contained in the Plan or any other employee welfare benefit plan document of Employer, Employer agrees
that Claim Administrator does not and will not accept any allocation or delegation of any responsibilities
under the Plan or any other plan document of Employer and no such allocation or delegation is effective
with respect to or accepted by Claim Administrator. Employer will promptly notify Claim Administrator in the
event Employer's Plan is no longer exempt from ERISA.
5.2 In Relation to the Plan Administrator/Named Fiduciar0es). Claim Administrator is not the plan
administrator of benefit plan and is not a fiduciary of Employer, the plan administrator, or of the Plan.
5.3 In Relation to Claim Administrator's Responsibilities. Claim Administrator's responsibilities hereunder
are intended to be limited to those of a contract claims administrator rendering advice to and administering
claims on behalf of the plan administrator of Employer's Plan. As such, the Parties intend for Claim
Administrator to be a service provider but not a fiduciary with respect to Employer's employee benefit plan.
Employer acknowledges and agrees that Claim Administrator may render advice with respect to claims and
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 16
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
administer claims on behalf of the plan administrator of Employer's benefit plan. Claim Administrator has
no other authority or responsibility with respect to Employer's employee benefit plan. Employer will promptly
notify Claim Administrator in the event Employer's Plan is no longer exempt from ERISA.
SECTION 6: OTHER PROVISIONS
6.1 Term and Termination. This Agreement will continue in full force and effect from the effective date and
continue from year to year unless terminated as provided herein. This Agreement may be terminated as
follows:
a. By either Party at the end of any month after the end of the Fee Schedule Period indicated in the
Fee Schedule specifications of the most current ASO BPA with ninety (90) days' prior written notice
to the other party; or
b. By both Parties on any date mutually agreed to in writing; or
C. By either Party, in the event of conduct by the other Party constituting fraud, misrepresentation of
material fact or material breach of the terms of this Agreement, upon written notice and following
expiration of the cure period as provided under Section 4.9 above; or
d. By Claim Administrator, if Employer fails to pay Timely all amounts due under this Agreement
including, but not limited to, all amounts pursuant to and in accordance with the specifications of
the Fee Schedule of the most current ASO BPA, upon Employer's failure to cure the non-payment
within ten (10) days of written notice of the nonpayment to Employer as provided in Section 7.1 of
Exhibit 2 of this Agreement.
e. Fiscal Funding Out: in the event no funds or insufficient funds are appropriated by the Employer in
any fiscal period for any payments due hereunder, Employer will notify Claim Administrator 60 days
in advance of such occurrence and the Agreement shall terminate on the last day of the fiscal
period which ends September, 30 for which appropriations were received without penalty or
expense to the Employer of any kind whatsoever except as to the payments for which Employer is
responsible under this Agreement and which have been or will be appropriated.
6.2 Relationship of the Parties and Non -Parties. Claim Administrator is an independent contractor with
respect to Employer. Neither Party shall be construed, represented, or held to be an agent, partner,
associate, joint venturer nor employee of the other. Nothing in this Agreement shall create or be construed
to create the relationship of employer and employee between Claim Administrator and Employer; nor shall
Employer's agents, officers, or employees be considered or construed to be employees of Claim
Administrator for any purpose whatsoever. Nothing contained in this Agreement shall confer or be
construed to confer any benefit on persons who are not parties to this Agreement including, but not limited
to, employees of Employer and their dependents or any of Employer's Contracted Vendors. Claim
Administrator or its subsidiaries or affiliates may also have ownership interests in certain Providers who
provide Covered Services to Covered Persons, and/or in vendors or other third parties who provide services
related to this Agreement or provide services to certain Providers. Upon Employer request (not more than
once per calendar year), Claim Administrator will provide a list of such entities to Employer.
6.3 Entire Agreement. This Agreement, including all Exhibits and Addenda of this Agreement, represents the
entire agreement and understandings of the Parties with respect to the subject matter of this Agreement.
All prior or contemporaneous agreements, understandings, representations, promises, or warranties,
whether written or oral, in regard to the subject matter of this Agreement, including any and all proposal
documents submitted by Claim Administrator to Employer (collectively, the "Prior Communications") are
superseded, except as otherwise expressly incorporated into this Agreement. The provisions of this
Agreement shall prevail in the event of a conflict with any Prior Communications that either Party or a third
party asserts to be a component of the Agreement between the Parties.
The Exhibits and Addenda of this Agreement are:
a. Exhibit 1 — Administrative Services
b. Exhibit 2 — Fee Schedule and Financial Terms
C. Exhibit 3 — Notices/Required Disclosures
d. Exhibit 4 — ASO BPA
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 17
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
e. Exhibit 5 — Blue Cross and Blue Shield Association Disclosures and Provisions
f. Exhibit 6 — Recovery Litigation Authorization
6.4 Amendinq. This Agreement may be amended by only mutual written agreement of the Parties.
Notwithstanding the foregoing, any amendments required by law, regulation, or order ("Law") or by Claim
Administrator or the Association may be implemented by Claim Administrator upon sixty (60) calendar days'
prior notice to Employer or such time period as may be required by law. Amendments required by Law shall
be effective retroactively, if applicable, as of the date required by such Law. If Employer objects to such
amendment within thirty (30) days of receipt of notice of such amendment, the Parties shall then engage in
good faith negotiations to amend the amendment. If the Parties cannot agree on terms of the amendment
in a satisfactory manner, either Party shall be allowed to dispute resolution, as set forth in Section 4.
Notwithstanding the foregoing, if during the term of this Agreement Employer's relationship with any of
Employer's Contracted Vendors that provide Advocacy Activities terminates, the Parties agree they shall
meet in good faith to revise and amend this Agreement.
6.5 Severability; Enforcement; Force Maieure; Survival. Should any provision(s) contained in this
Agreement be held to be invalid, illegal, or otherwise unenforceable, the remaining provisions of the
Agreement shall be construed in their entirety as if separate and apart from the invalid, illegal or
unenforceable provision(s) unless such construction were to materially change the terms and conditions of
this Agreement.
Any delay or inconsistency by either Party in the enforcement of any part of this Agreement shall not
constitute a waiver by that Party of any rights with respect to the enforcement of any part of this Agreement
at any future date nor shall it limit any remedies which may be sought in any action to enforce any provision
of this Agreement.
Neither Party shall be liable for any failure to Timely perform its obligations under this Agreement if
prevented from doing so by a cause or causes beyond its commercially reasonable control including, but
not limited to, acts of God or nature, fires, floods, storms, earthquakes, riots, strikes, wars, terrorism,
cybersecurity crimes, or restraints of government.
Certain provisions of this Agreement survive expiration or termination of the Agreement, whether expressly
or by their nature. These include, but are not limited to, the following: Section 1 "Claim Administrator
Responsibilities"; Section 2 "Employer Responsibilities"; Section 3 "Confidential Data, Information and
Records"; Section 4 "Litigation, Legal Provisions, Errors and Dispute Resolution" (for acts or omissions
occurring during the term of the Agreement or under Section 8 of Exhibit 2); and Section 8 of Exhibit 2
"Financial Obligations Upon Agreement Termination."
6.6 Notice of Annual Meeting. Employer is hereby notified that it is a member of Health Care Service
Corporation ("HCSC"), a Mutual Legal Reserve Company, and is entitled to vote either in person, by its
designated representative, or by proxy at all meetings of members of said Company, consistent with HCSC
bylaws. The annual meeting is scheduled to be held at its principal office at 300 East Randolph Street,
Chicago, Illinois, each year on the last Tuesday in October at 12:30 P.M. For purposes of this section, the
term "member" means the group, trust, association, or other entity with which this Agreement has been
entered. It does not include Covered Employees or Covered Persons under the Plan. Employer is also
hereby notified that, from time to time, Claim Administrator pays indemnification or advances expenses to
a director, officer, employee, or agent consistent with HCSC's bylaws then in force and as otherwise
required by applicable law.
6.7 No Bovcott of Israel. Claim Administrator acknowledges that in accordance with Chapter 2271 of the
Texas Government Code, the Employer is prohibited from entering into a contract with a company for goods
or services 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" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By
signing this Agreement, Claim Administrator certifies that Claim Administrator's signature provides written
verification to the City that Claim Administrator: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the Agreement.
6.8 Prohibition on Bovcottinq Enerqv Companies. Claim Administrator acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, Employer is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 18
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
of the Employer 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 the contract. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Claim Administrator certifies that Claim
Administrator's signature provides written verification to the City that Claim Administrator: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement.
6.9 Prohibition on Discrimination Against Firearm and Ammunition Industries. Claim Administrator
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,
Employer is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more that is to be paid wholly or partly from public funds of the Employer 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Claim Administrator certifies that Claim Administrator's signature provides
written verification to the City that Claim Administrator: (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.
SECTION 7: DEFINITIONS
Capitalized terms used in this Agreement shall have the meanings set forth in this Section 7, unless otherwise
provided in the Agreement.
7.1 "Administrative Charge" means the monthly service charge that is required by Claim Administrator for
the administrative services performed under this Agreement. The Administrative Charge(s) is set forth in
the Fee Schedule.
7.2 "Allowable Amount" means the maximum amount determined by Claim Administrator to be eligible for
consideration of payment for a Covered Service in accordance with the type of medical and dental benefits
coverage(s) elected on the most current ASO BPA.
a. For Medical Covered Services. The Allowable Amount means:
For Network Providers. For a Provider who has a written agreement with Claim
Administrator or another Blue Cross and/or Blue Shield Plan to provide care to a Covered
Person at the time Covered Services for medical benefits are rendered ("Network
Provider"), the contracting Allowable Amount is based on the terms of the Network
Provider's contract and the payment methodology in effect on the date of the Covered
Service. The payment methodology used may include diagnosis -related groups (DRG), fee
schedule, package pricing, global pricing, per diems, case -rates, discounts, or other
payment methodologies.
For Non -Network Providers. For a Provider who does not have a written agreement with
Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide care to a
Covered Person at the time Covered Services for medical benefits are rendered ("Non -
Network Provider"), the Allowable Amount will be the lesser of:
the Non -Network Provider's Claim Charge, or;
2. Claim Administrator's non -contracting Allowable Amount. Except as otherwise
provided in this Section ii, the non -contracting Allowable Amount is developed from
base Medicare reimbursements adjusted by a predetermined factor established by
Claim Administrator. Such factor shall be not less than seventy-five percent (75%)
and will exclude any Medicare adjustment(s) which is/are based on information on
the Claim.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 19
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
When a Medicare reimbursement rate is not available or is unable to be determined based
on the information submitted on a Claim, the non -contracting Allowable Amount for Non -
Network Providers will represent an average contract rate in aggregate for Network
Providers adjusted by a predetermined factor established by Claim Administrator. Such
factor shall be not less than seventy-five percent (75%) and shall be updated not less than
every two years.
Claim Administrator will utilize the same Claim processing rules and/or edits that it utilizes
in processing Network Provider Claims for processing Claims submitted by Non -Network
Providers which may also alter the Allowable Amount for a particular Covered Service. In
the event Claim Administrator does not have any Claim edits or rules, Claim Administrator
may utilize the Medicare claim rules or edits that are used by Medicare in processing the
Claims. The Allowable Amount will not include any additional payments that may be
permitted under the Medicare laws or regulations which are not directly attributable to a
specific Claim, including, but not limited to, disproportionate share and graduate medical
education payments.
Any change to the Medicare reimbursement amount will be implemented by Claim
Administrator within ninety (90) days after the effective date that such change is
implemented by the Centers for Medicaid and Medicare Services, or its successor.
The non -contracting Allowable Amount does not equate to the Provider's Claim Charge
and Covered Persons receiving Covered Services from a Non -Network Provider will be
responsible for the difference between the non -contracting Allowable Amount and the Non -
Network Provider's Claim Charge, and this difference may be considerable. To find out
Claim Administrator's non -contracting Allowable Amount for a particular Covered Service,
Covered Persons may call Customer Service at the number on the back of Claim
Administrator -issued identification card.
iii. For multiple surgeries. The Allowable Amount for Covered Services for all surgical
procedures performed on the same Covered Person on the same day will be the amount
for the single procedure with the highest Allowable Amount plus a determined percentage
of the Allowable Amount for each of the other Covered Service procedures performed.
iv. For procedures, services, or supplies provided to Medicare recipients. The Allowable
Amount will not exceed Medicare's limiting charge.
b. For Dental Covered Services. If dental benefits coverage is elected on the most current ASO
BPA, the Allowable Amount means the maximum amount for dental benefits coverage, determined
by the Claim Administrator to be eligible for consideration of payment for a particular service,
supply, or procedure.
i. For Dentists contracting with the Claim Administrator — The Allowable Amount is
based on the terms of the Dentist's contract and the Claim Administrator's methodology in
effect on the date of service.
ii. For Dentists not contracting with the Claim Administrator — The Allowable Amount is
based on the amount the Claim Administrator would have paid for the same covered
service, supply, or procedure if performed or provided by a Contracting Dentist.
Unless otherwise stipulated by a contract between the Dentist and the Claim Administrator:
I. For services performed in Texas — The Allowable Amount is based upon the applicable
methodology for Dentists with similar experience and/or skills.
ii. For services performed outside of Texas — The Allowable Amount will be established
by identifying Dentists with similar experience or skills in order to establish the applicable
amount for the procedure, services, or supplies.
iii. For multiple surgical procedures performed in the same operative area — The
Allowable Amount for all surgical procedures performed on the same patient on the same
day will be the amount for the single procedure with the highest Allowable Amount plus an
additional Allowable Amount for covered supplies or services.
7.3 "Business Confidential Information" means, but is not limited to, intellectual property, trade secrets,
inventions, applications, tools, methodologies, software, operating manuals, technology, technical
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 20
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
documentation, techniques, product or services specifications or strategies, operational plans and methods,
automated claims processing systems, payment systems, membership systems, privacy and security
measures, cost or pricing information (including but not limited to provider discounts and rates), business
plans and strategies, company financial planning and financial data, prospect and customer lists, contracts,
vendor and supplier lists and information, symbols, trademarks, service marks, designs, copyrights, know-
how, data, databases, processes, plans, procedures, and any other information developed, acquired or
owned by Claim Administrator, its subsidiaries and affiliates, and its contracted vendors, including
information acquired from other Blue Cross and/or Blue Shield licensees through Inter -Plan Arrangements,
that reasonably should be understood to be confidential, whether developed or acquired before or after the
Effective Date of this Agreement. Business Confidential Information also includes modifications,
enhancements, derivatives, and improvements of the Business Confidential Information described in the
preceding sentence.
7.4 "Claim" means a properly completed notification in a form acceptable to Claim Administrator, including but
not limited to, form and content required by applicable law, that service has been rendered or furnished to
a Covered Person. This notification must set forth in full the details of such service including, but not limited
to, the Covered Person's name, age, sex, and identification number, the name and address of the Provider,
a specific itemized statement of the service rendered or furnished (including appropriate codes), the date
of service, applicable diagnosis (including appropriate codes), the Claim Charge, and any other information
which Claim Administrator may request in connection for such service.
7.5 "Claim Charge" means the amount which appears on a Claim as the Provider's regular charge for service
rendered to a patient, without further adjustment or reduction.
7.6 "Claim Payment" means the benefit calculated by Claim Administrator, plus any related Surcharges, upon
submission of a Claim, in accordance with the benefits specified in the Plan for which Claim Administrator
has agreed to provide administrative services. All Claim Payments shall be calculated on the basis of the
Provider's Allowable Amount, in accordance with the benefit coverage(s) elected on the most current ASO
BPA, for Covered Services rendered to the Covered Person. The term "Claim Payment" also includes
Employer's share of Alternative Provider Compensation Arrangement Payments, whether billed to
Employer as part of a Claim or billed separately, as described in the definition of "Alternative Provider
Compensation Arrangement Payments." The term "Claim Payment" also can include payments for services
to Employer's Vendor(s) or Claim Administrator's subcontractors.
7.7 "Coinsurance" means a percentage of an eligible expense that a Covered Person is required to pay
toward a Covered Service.
7.8 "Contracting Dentist" means a Dentist who has entered into a written agreement with the Claim
Administrator to participate as a dental Provider.
7.9 "Copayment" means a specified dollar amount that a Covered Person is required to pay toward a Covered
Service.
7.10 "Covered Employee" shall have the same meaning as defined in Employer's Plan to the extent consistent
with the applicable ASO BPA.
7.11 "Covered Person" shall have the same meaning as defined in Employer's Plan to the extent consistent
with the applicable ASO BPA.
7.12 "Covered Service" means a service or supply specified in the Plan for which benefits will be provided and
for which Claim Administrator has agreed to provide administrative services under this Agreement.
7.13 "Dentist" means a person, when acting within the scope of their license, who is a Doctor of Dentistry
(D.D.S. or D.M.D. degree) and shall also include a person who is a Doctor of Medicine or a Doctor of
Osteopathy.
7.14 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
7.15 "Fee Schedule" means the fees and charges specified in the initial ASO BPA, including but not limited to,
the Administrative Charge and other service charges; or subsequent fees and charges set forth in a
subsequent ASO BPA as replacement or supplement to the initial ASO BPA. The Fee Schedule shall be
applicable to the Fee Schedule Period therein, except that any item of the Fee Schedule may be changed
in accordance with Exhibit 2.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 21
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
7.16 "Fee Schedule Period" means the period of time indicated in the Fee Schedule and, if applicable, the
PBM Fee Schedule Addendum of the most current ASO BPA.
7.17 "HIPAA" means the Health Insurance Portability and Accountability Act and its implementing regulations
(45 C.F.R. Parts 160-164) and the Health Information Technology for Economic and Clinical Health Act, as
incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations,
each as amended, and their respective implementing regulations, as issued and amended by the Secretary
of Health and Human Services (all the foregoing, collectively "HIPAA").
7.18 "Hospital" means a duly licensed institution for the care of the sick which provides service under the care
of a Physician including the regular provision of bedside nursing by registered nurses. It does not mean
health resorts, rest homes, nursing homes, skilled nursing facilities, convalescent homes, custodial homes
of the aged, or similar institutions.
7.19 "Inpatient" means the Covered Person is a registered room and board patient and treated as such in a
health care facility.
7.20 "Network" means identified Providers, including Physicians, other professional health care Providers,
Hospitals, ancillary Providers, and other health care facilities, that have entered into agreements with Claim
Administrator (and, in some instances, with other participating Blue Cross and/or Blue Shield Plans) for
participation in a participating provider option and/or point —of —service managed care health benefits
coverage program(s), if applicable to the Plan under this Agreement.
7.21 "Non -Contracting Dentist" means a Dentist who is not a Contracting Dentist as defined herein.
7.22 "Outpatient" means a Covered Person's receiving of treatment while not an Inpatient. Services considered
Outpatient include, but are not limited to, services in an emergency room regardless of whether the Covered
Person is subsequently registered as an Inpatient in a health care facility.
7.23 "Overpayment" means a payment to a Provider or a Covered Person that was more than it should have
been based on the Plan's benefit design and Claim Administrator's or other Blue Cross and/or Blue Shield
companies' Provider contracts and policies, or a payment that was made in error, including but not limited
to, Provider's unsupported billing practices.
7.24 "Physician" means a physician duly licensed to practice medicine in any of its branches recognized by
applicable state law.
7.25 "Plan" means, as applied to this Agreement, the separate self -insured group health plan as defined by
Section 160.103 of HIPAA.
7.26 "Primary Care Physician" means a Physician who is a Network Provider at the time Covered Services
are rendered who is selected by or assigned to a Covered Person to coordinate and arrange for the Covered
Person's medical care and who provides medical care within the scope of a license permitting him/her to
legally practice medicine in one of the recognized areas of pediatrics, obstetrics and gynecology (if
applicable), internal medicine, and family practice.
7.27 "Provider" means any Hospital, health care facility, laboratory, person, or entity duly licensed to render
Covered Services to a Covered Person or any other provider of medical or dental services, products, or
supplies which are Covered Services.
7.28 "Reminder Notice" means a notice sent when claims have not been paid within 10 (ten) days.
7.29 "Supplemental Charge" means a fee or charge payable to Claim Administrator by Employer in addition
to the fees and charges set forth in the Fee Schedule. A Supplemental Charge may be applied for any
customized reports, forms, or other materials or for any additional services or supplies not documented in
the applicable Fee Schedule. Such services and/or supplies and any applicable Supplemental Charge(s)
are to be agreed upon by the parties in advance.
7.30 "Surcharges" means local, state, or federal taxes, surcharges or other fees or amounts, including, but not
limited to, Blue Cross Blue Shield Global° Core Access Vendor Fees, paid by Claim Administrator which
are imposed upon or resulting from this Agreement, or are otherwise payable by or through Claim
Administrator. Upon request, Employer shall furnish to Claim Administrator in a Timely manner all
information necessary for the calculation or administration of any Surcharges. Surcharges may or may not
be related to a particular claim for benefits.
7.31 "Timely" means the following:
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 22
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
a. With respect to all payments due Claim Administrator by Employer under this Agreement, weekly
claim invoices are due within forty-eight (48) hours of notification to Employer by Claim
Administrator, monthly fees (e.g., Administrative Charges) are due within thirty (30) calendar days
of notification to Employer by Claim Administrator; or
b. With respect to all information due Claim Administrator by Employer concerning Covered Persons,
within thirty—one (31) calendar days of a Covered Person's effective date of coverage or change in
coverage status under the Plan; or
C. With respect to all Plan information due Claim Administrator by Employer, upon the effective date
of this Agreement and at least ninety (90) calendar days prior to the effective date of change or
amendment to the Plan thereafter.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 23
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
EXHIBIT 1
ADMINISTRATIVE SERVICES
• ALTERNATIVE PROVIDER COMPENSATION ARRANGEMENTS
Employer agrees to participate in Alternative Provider Compensation Arrangements as applicable based
on Covered Person criteria established by Claim Administrator.
• CLAIMS ADJUDICATION
Determination of payment levels of Claims according to Employer's directions on applicable benefit plan
terms and design, including determination of pre -service or prior authorization of services. Employer directs
that Claims to be determined in accordance with Claim Administrator's standard medical and utilization
management criteria and policies and Coordination of Benefits ("COB") processes for self -funded
customers, unless otherwise provided on the ASO BPA.
• EXPLANATION OF BENEFITS ("EOB")
Preparation of EOBs.
• CLAIMS/MEMBERSHIP INQUIRIES
Providing responses to inquiries — written, phone or in —person — related to membership, benefits, and
Claim Payment or Claim denial.
• ENROLLMENT SERVICE
Upon Employer request, assist Employer, in accordance with Claim Administrator's standard procedures,
when scheduled in advance based on staffing availability, in initial enrollment activities, including education
of Covered Persons about benefits, the enrollment process, selection of health care Providers and how to
file a Claim for benefits; issue Claim submission instructions on behalf of Employer to health care Providers
who render services to Covered Persons.
• DISABLED DEPENDENT CERTIFICATION
Certify the disabled status of any dependent children of Covered Persons, based on Claim Administrator's
review of information provided by Employer, the Covered Person, or the dependent's medical Provider(s),
following either the Standard or Custom Rules as indicated on the most current ASO BPA, for purposes of
administering the Employer's age limit for eligibility.
• CLIENT SERVICES AND MATERIALS
Provision of those items as elected by Employer from listing below:
a. Enrollment Materials. Claim Administrator's Marketing Administration Division will provide
implementation materials during the enrollment process; any custom designed materials may be
subject to Supplemental Charge.
b. Standard Identification Cards. Prepare identification cards appropriate to health benefit Plan
coverage(s) selected.
C. Standard Provider Directories. Access to Network Provider directories and periodic updates to
such, if applicable to the health benefit plan coverage(s) under the Agreement.
d. Customer Service. Access to a toll —free Customer Service telephone number.
e. Medical Prior -Authorization Service Telephone Number. For those services determined by
Employer and provided in writing to Claim Administrator that require prior authorization, advance
Claim Administrator review of medical necessity, based on Claim Administrator's standard medical
and utilization management criteria and policies, of such services covered under the Plan; access
to toll —free medical prior -authorization service telephone number for Covered Persons and their
health care Providers to call for assistance.
INTERNAL APPEALS
Determination of properly filed internal appeal requests received by Claim Administrator from a Covered
Person or a Covered Person's authorized representative.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 24
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
• MEMBERSHIP
Using membership information provided to Claim Administrator by Employer to make Claim and appeal
determinations and for other purposes as described in the Agreement.
• STANDARD REPORTS
Make available Claim data, Claim settlements (as outlined in Exhibit 2, Section 6), and periodic reports in
Claim Administrator's standard format(s) in accordance with Claim Administrator's standard reporting
processes at no additional charge. Any additional reports required by Employer must be mutually agreed
upon by the Parties in writing prior to their development and may be subject to a Supplemental Charge.
• STOP LOSS COORDINATION
Coordinate all necessary reporting, tracking, notification and other similar financial and/or administrative
services pursuant to settlements under stop loss policy(ies) purchased (or proposed to be purchased) from
Claim Administrator in conjunction with the Agreement. For stop loss coverage purchased from entity(ies)
other than Claim Administrator, such coordination is limited to this Exhibit's STANDARD REPORTS to be
made available to Employer subject to the Agreement's disclosure requirements.
• REPORTING SERVICES
Preparation and filing of annual Internal Revenue Service ("IRS") 1099 forms for the reporting of payments
to health care Providers who render services to Covered Persons and who are reimbursed under the Plan
for those services.
• ACTUARIAL AND UNDERWRITING
Provide Claims projections and pricing of administrative services and stop —loss coverage.
• FRAUD DETECTION AND PREVENTION
Identify and investigate suspected fraudulent activity by Providers and/or Covered Persons and if the
Employer is a target of a pattern of fraudulent or abusive activities inform Employer of findings and proof of
fraud applying Claim Administrator's standard processes; address any related recovery litigation as set
forth in Exhibit 6.
• EMPLOYER PORTAL (currently called "BLUE ACCESS FOR EMPLOYERS5m")
Provide Employer with an on-line resource that allows Employer the ability to perform a variety of plan
administrative functions, currently managing membership and enrollment, inquiring about Claims status,
generating reports, and receiving billing information. Functions may be changed or added as they become
available.
• MEMBER PORTAL (currently called "BLUE ACCESS FOR MEMBERS")
Provide Member with an on-line resource that allows individuals access to information about their health
care coverage and benefits, currently verifying the status of finalized Claims, receiving email notifications,
accessing health and wellness information, verifying dependents coverage, and taking a health risk
assessment. Information may be changed or added as it becomes available.
• PROVIDER NETWORK(S)
If applicable to the health benefit plan coverage(s) under the Agreement, establish, arrange, and maintain
a Network(s) through contractual arrangements with Providers.
• MEDICARE SECONDARY PAYER ("MSP") INFORMATION REPORTING
Pursuant to Exhibit 3, Section 6 titled "Medicare Secondary Payer Information Reporting", reporting
preparation and filing as required of Claim Administrator as Responsible Reporting Entity ("RRE") for the
Plan as that term is defined in Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007.
• UNCASHEDFUNDS
Regarding outstanding funds that are or become "stale" (over three hundred and sixty-five (365) days old),
Claim Administrator will issue notification letters to payees and upon completion of notification process,
reissue such funds to payees based upon payee response, if any. When fund reissuance is not possible
and unless stated otherwise in the Agreement, Claim Administrator will remit such funds to Employer, less
any amount(s) owed to Claim Administrator from such funds, in accordance with Claim Administrator's
established procedures, for disposition by Employer as may be required under applicable law. If requested
by Employer via prior written notice as required by Claim Administrator, Claim Administrator will escheat
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 25
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
such funds on behalf of Employer, less any amount(s) owed by payees to Claim Administrator, from such
funds, to the state of payee's last known address in accordance with Claim Administrator's established
procedures and/or the applicable state's unclaimed property law.
ADDITIONAL SERVICES NOT SPECIFIED
Claim Administrator may provide additional services not specified in the Agreement; such services will be
mutually agreed upon between the Parties in writing prior to their performance and may be subject to
Supplemental Charge.
ACTIVITIES THAT ARE NOT CONSIDERED SERVICES
Services under Exhibit 1 do not include providing Employer with software, facilities, phone systems,
computers, database or information management, quality or security services, and the term "Services" does
not include backroom operations such as support functions. The term Services does not include services
provided by Employer's contracted Vendor(s).
THE FOLLOWING IF ELECTED ON THE MOST CURRENT BPA
ADVANCED PAYMENT REVIEW ("APR")
Provide a program that may include post -service, prospective, and retrospective Claim coding or billing
reviews to identify discrepancies, errors, or billing inconsistencies of Claim Payments as identified by Claim
Administrator.
ADDITIONAL PROGRAMS OR SERVICES
Claim Administrator may offer additional programs or services for an additional fee if elected by Employer
and identified as a Service in the most recent BPA or other Exhibit to this Agreement.
EXTERNAL REVIEW COORDINATION
Claim Administrator will coordinate external reviews of certain adverse benefit determinations for Employer
as described and for the fee set forth in the most current ASO BPA and/or this Agreement. If elected on the
ASO BPA, Claim Administrator's coordination includes reviewing external review requests to assess
whether they meet eligibility requirements, referring requests to IROs, and reversing the Plan's
determinations if so indicated by the IRO. External reviews shall be performed by an IRO and not Claim
Administrator. Amounts receive Claim Administrator and IROs may be revised from time to time and may
be paid each time an external review is undertaken.
MASSACHUSETTS STATEMENTS OF CREDITABLE COVERAGE AND ELECTRONIC REPORTING
At the written direction of Employer, issuance of written statements of creditable coverage and related
electronic reporting to the Massachusetts Department of Revenue with respect to Covered Persons subject
to the Massachusetts Health Care Reform Act.
VIRTUAL VISITS PROGRAM MANAGEMENT
Provide or arrange for a program that allows Covered Persons to access benefits for certain Covered
Services remotely from virtual visit participating Providers via i) interactive audio communication (via
telephone or similar technology) and/or ii) interactive audio/video examination and communication (via
online portal, mobile app, or similar technology), where available.
SUMMARY OF BENEFITS AND COVERAGE ("SBC")
Create SBCs for benefits Claim Administrator administers under this Agreement and provide SBCs to
Employer and Covered Persons as described in the ASO BPA.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 26
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
EXHIBIT 2
FEE SCHEDULE AND FINANCIAL TERMS
SECTION 1: FEE SCHEDULE
Service charges and other service specifications applicable to the Agreement are set forth in the Fee Schedule
section of the most current ASO BPA and the PBM Fee Schedule Addendum, if applicable. They are to apply for
the period(s) of time indicated therein and shall continue in full force and effect until the earlier of: i) the end of the
Fee Schedule Period noted on such ASO BPA and the PBM Fee Schedule Addendum, if applicable; ii) the date a
Fee Schedule is amended or replaced in its entirety by the execution of a subsequent ASO BPA or PBM Fee
Schedule Addendum, if applicable; or iii) the date the Agreement is terminated (or, if applicable, in the case of the
PBM Fee Schedule Addendum, the date such PBM Exhibit is terminated).
Inter -Plan Arrangement Fees:
1.1 BlueCard® Program/Network Access Fees* (as applicable): Additional information is available upon
request; included in the Claim Charge, if applicable.
1.2 Negotiated Arrangement/Custom Fees (as applicable): Additional information is available upon request;
included in the medical Administrative Charge(s) noted in the ASO BPA and in any Termination
Administrative Charge(s) noted in the ASO BPA calculated on the basis of such medical Administrative
Charge(s).
1.3 For Non -Participating Healthcare Providers Outside Claim Administrator's Service Area/processing
fees (as applicable): Additional information is available upon request; included in the medical
Administrative Charge(s) noted in the ASO BPA and in any Termination Administrative Charge(s) noted in
the ASO BPA calculated on the basis of such medical Administrative Charge(s).
*If applicable, such fees may not exceed the lesser of the applicable annual percentage of the discount (dependent
upon group size) permitted under the BlueCard Program or two thousand dollars ($2, 000) per Claim.
SECTION 2: EXHIBIT DEFINITIONS
Other definitions applicable to this Exhibit are contained in Section 7 DEFINITIONS of the Agreement.
2.1 "Employer Payment" means the amount owed or payable to Claim Administrator by Employer for a given
Employer Payment Period in accordance with Section 5 of this Exhibit which is the sum of Claim Payments
made plus applicable service charges incurred during that Employer Payment Period.
2.2 "Employer Payment Method" means the method elected in the Fee Schedule specifications of the most
current ASO BPA by which Employer Payments will be made.
2.3 "Employer Payment Period" means the time period indicated in the Fee Schedule specifications of the
most current ASO BPA.
2.4 "Medicare Secondary Payer ("MSP")" means those provisions of the Social Security Act set forth in 42
U.S.C. §1395 y (b), and the implementing regulations set forth in 42 C.F.R. Part 411, as amended, which
regulate the manner in which certain employers may offer group health care coverage to Medicare —eligible
employees, their spouses and, in some cases, dependent children. (See Exhibit 3 Section 6 titled "Medicare
Secondary Payer Information Reporting.")
2.5 "Run —Off Claim" means a Claim incurred prior to the termination of the Agreement that is submitted for
payment during the Run —Off Period.
2.6 "Run —Off Period" means the time period immediately following termination of the Agreement, indicated in
the Fee Schedule specifications of the most current ASO BPA, during which Claim Administrator will accept
Run -Off Claims submitted for payment.
2.7 Termination Administrative Charge" means the consideration indicated in the Fee Schedule
specifications of the most current ASO BPA that is required by Claim Administrator upon termination of the
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 27
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
Agreement, or the termination of Covered Employees but not the Agreement, including any services that
may be performed by Claim Administrator during the Run —Off Period indicated on such ASO BPA.
SECTION 3: COMPENSATION TO CLAIM ADMINISTRATOR
3.1 Intent of Service Charges. Employer will pay service charges to Claim Administrator in accordance with
the Fee Schedule specifications of the most current ASO BPA and PBM Fee Schedule Addendum, if
applicable, as compensation for the processing of Claims and administrative and other services provided
to Employer.
3.2 Determining Service Charges. The service charges, which are for the Fee Schedule Period indicated in
the Fee Schedule specifications of the most current ASO BPA and PBM Fee Schedule Addendum, if
applicable, have been determined in accordance with Claim Administrator's current regulatory status and
Employer's existing benefit program.
3.3 Changing Service Charges. Such service charges shall be subject to change by Claim Administrator as
follows:
a. At the end of the Fee Schedule Period indicated in the Fee Schedule specifications of the most
current ASO BPA, provided that sixty (60) days' prior written notice is given by Claim Administrator;
b. On the effective date of any changes or benefit variances in the Plan, its administration by
Employer, or the level of benefit valuation which would increase Claim Administrator's cost of
administration;
C. On any date changes imposed by governmental entities increase expenses incurred by Claim
Administrator, provided that such increases shall be limited to an amount sufficient to recover such
increase in expenses;
d. On any date that the actual number of Covered Employees (in total, by product or by benefit plan),
the single/family mix, or the Medicare/Non-Medicare mix varies +/- ten percent (10%) from Claim
Administrator's projections;
e. The information upon which Claim Administrator's projections were based (e.g., benefit levels,
census/demographics, producer/broker fees) becomes outdated or inaccurate; or
f. On any date an affiliate, subsidiary, or other business entity is added or dropped by Employer.
g. On any date Employer changes or terminates an Employer Contracted Vendor that provides
Advocacy Activities.
3.4 Service Charges upon Termination. In the event the Agreement is terminated in accordance with the
"Term and Termination" provisions of the Agreement, Employer will Timely pay Claim Administrator the
Termination Administrative Charge indicated in the Fee Schedule specifications of the most current ASO
BPA. Termination Administrative Charges assume the continuation of the Plan benefit program(s) and the
administrative services in effect prior to termination. Should such Plan benefit program(s) and/or
administrative services change, or in the event the average Plan enrollment during the three (3) months
immediately preceding termination varies by ten percent (10%) or more from the enrollment used to
determine the service charges in effect at the time of termination, Claim Administrator reserves the right to
adjust the fees for service charges (including, but not limited to, access fees) to be used to compute the
Termination Administrative Charge. In the event of a partial termination of Covered Employees by
Employer, Employer will pay the Termination Administrative Charge as specified in the current ASO BPA
for such terminated Covered Employees.
3.5 Additional Service Charges. In addition to the amounts due and payable each month in accordance with
the Fee Schedule specifications of the most current ASO BPA, Claim Administrator may charge Employer
for:
a. Any applicable Supplemental Charge(s); and/or
b. Reasonable fees for the reproduction or return of Claim records requested by Employer, a
governmental agency or pursuant to a court order; and/or
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 28
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
C. Any other fees that may be assessed by third parties for services rendered to Employer, a portion
of which may be retained by Claim Administrator as compensation for Claim Administrator's support
of such services; and/or
d. Any other fees for services mutually agreed upon by the Parties in writing.
3.6 Effect of Plan Enrollment. Administrative Charges will be paid based upon information Claim
Administrator receives regarding current Plan enrollment as of the first day of each month. Appropriate
adjustments will be made for enrollment variances or corrections.
3.7 Timely Payment. Performance of all duties and obligations of Claim Administrator under the Agreement
are contingent upon the Timely payment of any amount owed Claim Administrator by Employer.
3.8 Shared Savings Programs. Claim Administrator may offer programs that include compensation to the
Claim Administrator based on shared savings as may be described in the most recent BPA or in another
mutually agreed writing between the Parties. In general, these "Shared Savings Programs" measure
savings as reductions in expected or actual Claims costs by reason of the Employer's adoption of the
program. Employer acknowledges and agrees that Claim Administrator does not act as a fiduciary under
ERISA when engaging in activities related to Shared Savings Programs under this Section because such
activities do not constitute an exercise of discretion or control over Plan assets or Plan administration.
SECTION 4: CLAIM PAYMENTS
4.1 Claim Administrator's Payment. Upon receipt of a Claim, Claim Administrator will make a Claim Payment
provided that all payments due Claim Administrator under the terms of the Agreement are paid when due.
4.2 Employer's Liability. Any reasonable determination by Claim Administrator in adjudicating a Claim under
the Agreement that a Covered Person is entitled to a Claim Payment is conclusive evidence of the liability
of Employer to Claim Administrator for such Claim Payment pursuant to Section 6 below titled "Claim
Settlements."
4.3 Covered Person's Certain Liability. Under certain circumstances, if Claim Administrator pays the health
care Provider amounts that are the responsibility of the Covered Person under this Agreement, Claim
Administrator may collect such amounts from the Covered Person.
4.4 Cessation of Claim Payments. If Employer has failed to pay when due any amount owed Claim
Administrator, Claim Administrator shall be under no obligation to make any further Claim Payments until
such default is cured.
SECTION 5: EMPLOYER PAYMENT
5.1 Intent. In consideration of Claim Administrator's obligations as set forth in the Agreement and at the end of
each Employer Payment Period, Employer shall pay to Claim Administrator or shall provide access for
Claim Administrator to obtain, Employer Payment amount due for that Employer Payment Period.
5.2 Confirmation or Notification of Amount Due and Payment Due Date. Employer shall confirm with Claim
Administrator or Claim Administrator shall notify Employer's financial division, of Employer Payment for
each Employer Payment Period and when such payment is due. Confirmation or notification shall be in
accordance with Employer Payment Method elected in the Fee Schedule specifications of the most current
ASO BPA and the following:
a. If Employer Payment Method is by Check, Claim Administrator shall issue Employer a settlement
statement which will include Claim Administrator's mailing address for check remittance and the
date payment is due.
b. If Employer Payment Method is other than Check, Employer shall confirm on-line the amount
due by accessing Claim Administrator's "Blue Access for Employers" (as provided in Exhibit 1); or
Claim Administrator shall advise Employer by email or facsimile (at an email address or facsimile
number to be furnished by Employer prior to the effective date of the Agreement) or by such other
method mutually agreed to by the Parties, of the amount due. Employer Payment must be made
or obtained within forty-eight (48) hours of confirmation by Employer or Employer's notification by
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 29
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
Claim Administrator. If any day on which an Employer payment is due is a holiday, such payment
will be made or obtained on the next business day.
5.3 Late Payments. Late payments are subject to the penalties outlined in Section 7.3 of this Exhibit.
SECTION 6: CLAIM SETTLEMENTS
6.1 Determining What Employer Owes. A Claim settlement shall be determined for each Claim Settlement
Period indicated in the Fee Schedule specifications of the most current ASO BPA. The Claim settlement
shall reflect the sum of the following:
a. Claim Payments paid by Claim Administrator in the particular Claim Settlement Period.
b. Claim Payments paid by Claim Administrator in prior Claim Settlement Periods that have not been
included in a prior Claim settlement.
C. The Administrative Charges and credits, Surcharges, and other applicable service charges as
indicated in the Fee Schedule specifications of the most current ASO BPA of the Agreement and
any applicable Supplemental Charge(s).
The sum of a., b., and c. above shall be referred to as the "Claim Settlement Total."
6.2 Employer Underpayment. If, within the Claim Settlement Period, the Claim Settlement Total exceeds
Employer Payments, Employer will pay the difference to Claim Administrator. The Claim settlement will be
determined within ninety (90) days from the last day of the Claim Settlement Period. Claim Administrator
will notify Employer in writing of the results of the Claim settlement. Any sums due Claim Administrator will
be paid Timely by Employer.
6.3 Employer Overpayment. If, within the Claim Settlement Period, Employer Payments exceed the Claim
Settlement Total, Claim Administrator may, at its option, pay such difference to Employer, apply the
difference against amounts then owed Claim Administrator by Employer or authorize a reduction equal to
such difference from the next Claim Settlement Total due Claim Administrator from Employer.
SECTION 7: LATE PAYMENTS AND REMEDIES
7.1 When Employer Fails to Pay. If Employer fails to pay when due any amount required to be paid to Claim
Administrator under the Agreement, and such default is not cured within ten (10) days of the due date, a
Reminder Notice will be sent to the Employer via email. If payment is not received within ten (10) days of
the date the Reminder Notice is sent, Claim Administrator reserves the right to consider the Employer
delinquent. If defaults are not cured following notice via email to Employer, Claim Administrator may, at its
option:
a. Suspend Claim Payments; or
b. Terminate the Agreement as of the effective date specified in such notice.
7.2 When Claim Administrator Fails to Timely Notify. Pursuant to Section 6.5 "Severability; Enforcement;
Force Majeure; Survival" of the Agreement, Claim Administrator's failure to provide Employer with Timely
notice of any amount due hereunder shall not be considered a waiver of payment of any amount which may
otherwise be due hereunder from Employer.
7.3 Late Charge. If Employer fails to make any payment required by the Agreement on a Timely basis, Claim
Administrator, at its option, may assess a daily charge for the late remittance from the due date of any
amount(s) payable to Claim Administrator by Employer. This daily charge shall be an amount equal to the
amount resulting from multiplying the amount due times the lesser of:
a. The rate of .0329% per day which equates to an amount of twelve percent (12%) per annum; or
b. The maximum rate permitted by state law.
7.4 Insolvency. In addition, if Employer becomes insolvent, however evidenced, or is in default of its obligation
to make any Employer Payment as provided hereunder, or if any other default hereunder has occurred and
is continuing, then any indebtedness of Claim Administrator to Employer (including any and all contractual
obligations of Claim Administrator to Employer) may be offset and/or recouped and applied toward the
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 30
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
payment of Employer's obligations hereunder, whether or not such obligations, or any part thereof, shall
then be due Employer.
SECTION 8: FINANCIAL OBLIGATIONS UPON AGREEMENT TERMINATION
8.1 Run —Off Claims. Employer hereby acknowledges that on the date of termination of the Agreement in
accordance with the provisions of either Section 7 of this Exhibit or Section 6 of the Agreement, or on the
date which Employer terminates a part of the population of Covered Employees, there may be an
undetermined but substantial number of Claims for services rendered or furnished prior to that date which
have not been submitted to Claim Administrator for reimbursement and also an undetermined but
substantial number of Claims submitted for reimbursement which have not been paid by Claim
Administrator ("Run —Off Claims"). Employer shall be responsible for the reimbursement of all Run —Off
Claims, whether or not such Claims have been submitted, or whether or not Claim Payments for such
Claims have been made by Claim Administrator, as of the date of termination or termination of Covered
Employees but not the Agreement, including, but not limited to, Claim Payments made in accordance with
MSP laws, and for the payment of the Termination Administrative Charge and any other applicable service
charges indicated in the Fee Schedule specifications of the most current ASO BPA and any applicable
Supplemental Charge(s) pursuant to the processing of such Claims after the Agreement's termination date
or date of termination of Covered Employees but not the Agreement.
8.2 Corresponding Employer Payments. In consideration of Claim Administrator's continuing to make Claim
Payments in accordance with Section 4 of this Exhibit for Run —Off Claims, Employer shall continue to make
Employer Payments for all such Claims paid by Claim Administrator up to the final settlement outlined
below.
8.3 Final Settlement. A final settlement shall be made within ninety (90) days after the last day of the Run —Off
Period. This final settlement shall compare Employer Payments against the Claim Settlement Totals for all
Run —Off Claims paid up to the date of the final settlement. The difference shall be paid or applied as set
forth in Section 6 of this Exhibit. However, if Employer Payments exceed the Claim Settlement Totals for
all Run —Off Claims paid up to the final settlement, Claim Administrator shall pay such difference to Employer
after applying the difference against amounts, if any, then owed to Claim Administrator by Employer. After
the final settlement, Claim Administrator shall be released from any further liability for Claim Payments and
Claim adjustments under this Agreement, and as of the date Employer shall assume full liability and
responsibility for all further administration of Claim Payments. Further, after the final settlement, any refunds
resulting from Claim adjustments or recoveries for Overpayments, including, but not limited to, subrogation
or litigation activities, regardless of when such adjustments or recoveries occurred shall be retained by
Claim Administrator and Employer shall have no liability for any charges associated with any adjustments.
8.4 Uncashed Funds. As of the date of termination of the Agreement and during the Run -Off Period, any
outstanding funds that are or become "stale" (over 365 days old), less any amount(s) owed by payees to
Claim Administrator from such funds, will be escheated by Claim Administrator on Employer's behalf to the
state of payee's last known address in accordance with Claim Administrator's established procedures
and/or the applicable state's unclaimed property law.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 31
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
EXHIBIT 3
NOTICES/REQUIRED DISCLOSURES
SECTION 1: PAYMENT OF CLAIMS AND ASSIGNMENT OF BENEFITS
1.1 Claim Pavment. All payments by Claim Administrator for the benefit of any Covered Person may be made
directly to any Provider furnishing Covered Services for which such payments are due, and Claim
Administrator is authorized by such Covered Person to make such payments directly to such Providers.
However, Claim Administrator reserves the right to pay any benefits that are payable under the terms of
the Plan directly to the Covered Person or to the Provider furnishing Covered Services at Claim
Administrator's option and in its sole discretion. Claim Administrator's decision to pay a Provider directly is
not intended to waive and shall not constitute a waiver of the prohibition on assignment described in Section
1.3, below. All benefits payable to the Covered Person that remain unpaid at the time of the death of the
Covered Person will be paid to the estate of the Covered Person.
1.2 Claim Dispute. Once Covered Services are rendered by a Provider, the Covered Person has no right to
request Claim Administrator not to pay the Claim submitted by such Provider and no such request by a
Covered Person or his agent will be given effect. Furthermore, Claim Administrator will have no liability to
the Covered Person or any other person because of its rejection of such request.
1.3 Invalidity of Assiqnments. Neither coverage under the Plan nor a Covered Person's claims or rights under
the Plan, including but not limited to claims for payment of benefits, are assignable in whole or in part to
any person or entity at any time, and any such assignments shall be considered void. Coverage under the
Plan is expressly non —assignable and non —transferable and will be forfeited if a Covered Person attempts
to assign or transfer coverage or aids or attempts to aid any other person in fraudulently obtaining coverage
under the Plan. If Claim Administrator makes payment because of a person's wrongful use of the
identification card of a Covered Person, such payment will be considered a proper payment and Claim
Administrator will have no obligation to pursue recovery of such payment; however, once the invalid
assignment or transfer has been identified and Claim Administrator has acknowledged the situation, Claim
Administrator will pursue recoveries as described in Section 4.2 "Claim Overpayments."
SECTION 2: COVERED PERSON/PROVIDER RELATIONSHIP
2.1 Relationship to a Provider. The choice of a Provider is solely the choice of the Covered Person and Claim
Administrator will not interfere with the Covered Person's relationship with any Provider. Each Provider
provides Covered Services only to Covered Persons and does not otherwise interact with or provide any
services to Employer (except to the extent Employer is a Covered Person) or the Plan.
2.2 Claim Administrator's Role. It is expressly understood that Claim Administrator does not itself undertake
to furnish Hospital, medical or dental service, but acts solely to make Claim Payments to a Provider for the
Covered Services received by Covered Persons. Claim Administrator is not in any event liable for any act
or omission of any Provider or the agent or employee of such Provider, including, but not limited to, the
failure or refusal to render services to a Covered Person. Professional services that can only be legally
performed by a Provider are not provided by Claim Administrator. Any contractual relationship between a
Provider and Claim Administrator shall not be construed to mean that Claim Administrator is providing
professional service nor that any Provider is a subcontractor of Claim Administrator with respect to any
aspect of this Agreement. Any reference or statement by Claim Administrator to a Provider shall in no way
be construed as a representation, recommendation, referral, inference, or other statement by Claim
Administrator as to the ability or quality, positive or negative, of such Provider.
2.3 Phvsician Ratinqs and Rankinqs. Employer acknowledges that Claim Administrator may, in accordance
with and subject to all applicable laws and regulations, utilize nationally recognized standards and
guidelines to rate and rank certain Physicians, classify certain Physicians into tiers, and may publish and
make available to Employer and Covered Persons certain Physician -specific information that includes, and
is not limited to, ratings, rankings, tiers, and other comparisons of a Physician's performance against certain
standards, measures and other physicians, and that Claim Administrator may publish and/or share such
information with Employer, Covered Persons and other third parties. Notwithstanding this or any other
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 32
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
provisions of this Agreement to the contrary, in no event shall any reference or statement by Claim
Administrator about a Physician or Provider be construed as a recommendation or referral to such
Physician or Provider, or as a guarantee as to future services provided by any Physician or Provider or the
anticipated outcome of such services.
SECTION 3: LIMITED BENEFITS FOR NON —NETWORK PROVIDERS
Regarding any comprehensive major medical coverage with access to Network Providers
elected on the most current ASO BPA. Employer acknowledges that when Covered Persons elect to utilize the
services of a non -Network Provider for a Covered Service in non -emergency situations, benefit payments to such
non -Network Provider are not based upon the amount billed. Non -Network Providers may bill the Plan's Covered
Person for any amount up to the difference between the billed charge and the amount the Claim Administrator has
paid for the Plan's portion of the bill. For more detailed information regarding benefit payments for Network and
Non -Network Providers, please see the definition of Allowable Amount in Section 7 Definitions of this Agreement.
A Covered Person may obtain further information about the Network status of Providers and information on out-of-
pocket expenses by calling the toll -free number on their identification card or by accessing online tools and services
such as My Blue Element or Provider Finder.
SECTION 4: CLAIM ADMINISTRATOR'S SEPARATE FINANCIAL ARRANGEMENTS
WITH PRESCRIPTION DRUG PROVIDERS
THIS SECTION 4 SHALL APPLY ONLY WITH RESPECT TO PRESCRIPTION DRUGS OBTAINED UNDER
EMPLOYER'S MEDICAL BENEFIT
4.1 Claim Administrator hereby informs Employer and all Covered Persons that it has contracts, either directly
or indirectly, with Providers for the provision of, and payment for, prescription drug services to all persons
entitled to prescription drug benefits under individual certificates, group health insurance policies and
contracts to which Claim Administrator is a party, including the Covered Persons under the Agreement, and
that pursuant to Claim Administrator's contracts with such Providers, under certain circumstances described
therein, Claim Administrator may receive payments, discounts and/or other allowances for prescription
drugs dispensed to Covered Persons under the Agreement. Some rates are currently based on benchmark
prices including, but not limited to, Wholesale Acquisition Cost ("WAC"), Average Sales Price ("ASP") and
Average Wholesale Price ("AWP"), which are determined by third parties and are subject to change.
4.2 Employer understands that Claim Administrator may receive such payments, discounts and/or other
allowances during the term of the Agreement. Neither Employer nor Covered Persons hereunder are
entitled to receive any portion of any such payments, discounts and/or allowances except as such items
may be indirectly or directly reflected in the service charges specified in the Agreement. To the extent that
Prime Therapeutics LLC ("Prime") provides administrative services as part of the specialty pharmacy
program, Prime may keep as its fee a portion of the discounts and/or other allowances that it has negotiated
with the specialty pharmacy.
4.3 The amounts received by Prime from Claim Administrator, pharmacies, manufacturers or other third parties
may be revised from time to time. Some of the amounts received by Prime may be charged each time a
claim is processed (or, in some instances, requested to be processed) through Prime and/or each time a
prescription is filled, and include, but are not limited to, administrative fees charged by Prime to Claim
Administrator (as described above), administrative fees charged by Prime to pharmacies, and
administrative fees charged by Prime to pharmaceutical manufacturers. Currently, none of these fees will
be passed on to Employer as expenses, or accrue to the benefit of Employer, unless otherwise specifically
set forth in the Agreement.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 33
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
SECTION 5: CLAIM ADMINISTRATOR'S SEPARATE FINANCIAL ARRANGEMENTS
WITH PHARMACY BENEFIT MANAGERS
THIS SECTION 5 SHALL APPLY ONLY WITH RESPECT TO PRESCRIPTON DRUGS OBTAINED UNDER
EMPLOYER'S MEDICAL BENEFIT
5.1 Claim Administrator hereby informs Employer and all Covered Persons that it owns a significant portion of
the equity of Prime and that Claim Administrator has entered into one or more agreements with Prime or
other entities (collectively referred to as "Pharmacy Benefit Managers"), for the provision of, and payment
for, prescription drug benefits to all persons entitled to prescription drug benefits under individual
certificates, group health insurance policies and contracts to which Claim Administrator is a party, including
the Covered Persons under the Agreement. Pharmacy Benefit Managers have agreements with
pharmaceutical manufacturers to receive rebates for using their products. In addition, the mail-order
pharmacy and specialty pharmacy shall be operated through a third party, which may be an affiliate of or
partially owned by Prime Therapeutics, LLC.
5.2 The Pharmacy Benefit Manager(s) ("PBM") negotiates rebate contracts with pharmaceutical manufacturers
on behalf of the Claim Administrator, but does not retain any rebates (although Prime may retain any interest
or late fees earned on rebates received from manufacturers to cover the administrative costs of processing
late payments). PBM may contract with pharmaceutical manufacturers through a group purchasing
organization and, in such case, rebates collected by PBM and paid to Claim Administrator will be net of any
fee the group purchasing organization may retain for its role in securing rebates. Employer understands
that Claim Administrator may receive such rebates during the term of the Agreement. Neither Employer nor
Covered Persons hereunder are entitled to receive any portion of any such rebates except as such items
may be indirectly or directly reflected in the service charges specified in the Agreement or as otherwise set
forth in the ASO BPA.
5.3 As of the Effective Date, the maximum that a PBM has disclosed to Claim Administrator that the PBM will
receive from any pharmaceutical manufacturer for manufacturer administrative fees is five and a half
percent (5.5%) of the Wholesale Acquisition Cost ("WAC") for all products of such manufacturer dispensed
during any given calendar year to members of Claim Administrator and to members of the other Blue Cross
and/or Blue Shield operating divisions of Health Care Service Corporation or for which Claims are submitted
to PBM at Claim Administrator's Request; provided, however, that Claim Administrator will advise Employer
if such maximum has changed.
SECTION 6: MEDICARE SECONDARY PAYER INFORMATION REPORTING
6.1 For the purposes of mandatory reporting requirements for group health plan ("GHP") arrangements under
Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007 (MMSEA) (P.L.110-173), Claim
Administrator shall serve as the RRE and shall report information to CMS about individuals enrolled in the
GHP who are also covered by Medicare so that CMS and Claim Administrator can effectively coordinate
health care payments consistent with the MSP rules. Employer hereby authorizes and directs Claim
Administrator to disclose to CMS, periodically, information pertaining to Medicare —eligible Covered Persons
under the Plan so that Claim Administrator may make accurate primary/secondary MSP determinations.
Employer agrees to Timely and accurately respond to Claim Administrator's requests for information.
6.2 It shall be Employer's responsibility to notify Claim Administrator promptly as may be required for such
continuing accuracy, of any change in the number of individuals employed by Employer or status of its
employees that might affect the order of payment under the MSP statute, such as information regarding
working —aged persons who retire and changes in the number of individuals employed by Employer that
place it in, or take it out of, the scope of the MSP statute. Employer's failure to provide accurate and timely
information in response to Claim Administrator's request may impact Claim payments.
6.3 Disclosure Statement: Employer acknowledges that Claim Administrator has furnished it with a copy of a
pamphlet titled "Information Regarding the Medicare Secondary Payer Statute" (also referred to as the
"Disclosure Statement"), prepared by the Association and reviewed by CMS, which administers Medicare.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 34
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
6.4 Notwithstanding any other provision herein, in instances where the Employer has carved out prescription
drug coverage administration to an entity other than Claim Administrator, Claim Administrator shall not
serve as the RRE for prescription drug coverage under the Plan.
6.5 Employer acknowledges that Employer shall be responsible for any Civil Money Penalties ("CMP") imposed
against Claim Administrator as a result of Employer's failure to promptly notify Claim Administrator of any
change in the number of individuals employed by Employer or status of its Employees that might affect the
order of payment under the MSP statute.
SECTION 7: REIMBURSEMENT PROVISION
Applicable only if this service is elected in the Fee Schedule specifications of the most current
Exhibit 4 - ASO BPA
7.1 If a Covered Person incurs expenses for sickness or injury that occurred due to the negligence of a third
party and benefits are provided for Covered Services described in the Plan, the following provisions will
apply:
a. Claim Administrator on behalf of Employer has the right to reimbursement for all benefits Claim
Administrator provided from any and all damages collected from the third party for those same
expenses whether by action at law, settlement, or compromise, by the Covered Person, the
Covered Person's parents or guardians if the Covered Person is a minor, or the Covered Person's
legal representative, as a result of that sickness or injury, in the amount of the Provider's Allowable
Amount for Covered Services for which Claim Administrator has provided benefits to the Covered
Person.
b. Claim Administrator is assigned the right to recover from the third party, or the third party's insurer,
to the extent of the benefits Claim Administrator provided for that sickness or injury.
7.2 Claim Administrator shall have the right to first reimbursement out of all funds the Covered Person, the
Covered Person's parents or guardians if the Covered Person is a minor, or the Covered Person's legal
representative, is or was able to exercise for the same expenses for which Claim Administrator has provided
benefits as a result of that sickness or injury. The Covered Person is required to furnish any information or
assistance or provide any documents that Claim Administrator may reasonably require in order to obtain its
rights under this provision. This provision applies whether or not the third party admits liability.
SECTION 8: REPLACEMENT COVERAGE
A Covered Person may, under certain circumstances, as specified below, apply for, and obtain replacement
coverage, subject to the replacement coverage's applicable terms and conditions. The replacement coverage will
be that which is offered by Claim Administrator, or, if Covered Person does not reside in Claim Administrator's
service area, by the Host Blue(s) whose service area covers the geographic area in which the Covered Person
resides. The circumstances mentioned above may arise from involuntary termination of Covered Person's health
coverage sponsored by Employer but solely as a result of a reduction in force, plan/office closing(s) or group health
plan termination (in whole or in part), or when a Covered Person approaches the age of Medicare eligibility. If the
Covered Person does not reside in Claim Administrator's service area, Claim Administrator may facilitate a Covered
Person's right to apply for and obtain such replacement coverage, subject to applicable eligibility requirements, from
the Host Blue in which the Covered Person resides. To do this, Claim Administrator or the Host Blue may
communicate directly with the Covered Persons to provide resources and replacement coverage options available
to them. Claim Administrator's provision of information about replacement coverage is not part of the Services
provided to Employer under the Agreement, and neither Employer nor the Plan has any responsibility for
replacement coverage information provided by Claim Administrator in accordance with this Section 8.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 35
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
EXHIBIT 4
ASO BPA
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 36
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
EXHIBIT 5
BLUE CROSS AND BLUE SHIELD ASSOCIATION DISCLOSURES AND PROVISIONS
SECTION 1: INTER -PLAN ARRANGEMENT DEFINITIONS
Other definitions applicable to this Exhibit are contained in Section 7 DEFINITIONS of the Agreement.
1.1 "Accountable Care Organization" means a group of health care Providers who agree to deliver
coordinated care and meet performance benchmarks for quality and affordability to manage the total cost
of care for their member populations.
1.2 "Alternative Provider Compensation Arrangements" means the arrangements described in the
definition of "Alternative Provider Compensation Arrangement Payments."
1.3 "Alternative Provider Compensation Arrangement Payments" means a payment Claim Administrator
makes to Network Providers for any services, including but not limited to, any capitation payments,
performance -based payments, Care Coordination payments, Value -Based Program payments,
Accountable Care Organization payments, Global Payments/Total Cost of Care payments, Patient -
Centered Medical Home payments, Provider Incentives or other incentives or bonus payments, Shared
Savings payments, and any other alternative funding arrangement payments as described in Claim
Administrator's arrangement with the Network Provider, all as further described in Section 4.4 of this Exhibit.
If the actual amount of an Alternative Provider Compensation Arrangement Payment (for purposes of this
Section 1.3, a "Payment") is not known at the time Claim Administrator bills Employer under this Agreement,
then Claim Administrator may bill Employer in advance for expected Payments to Network Providers (the
"Expected Payments"). Such Expected Payments will be calculated for each member in each specific
Alternative Provider Compensation Arrangement on a per member per month ("PMPM") basis or on another
agreed upon compensation mechanism between Participating Healthcare Provider and Claim
Administrator, in the same manner as methodologies described in Section 4.4 of this Exhibit. Where such
Alternative Provider Compensation Arrangements include a PMPM Payment structure, the calculation of
the Expected Payments will be made using (i) the estimated number of members involved in a particular
Arrangement (as of the end of the month preceding the calculation), and (ii) the estimated Payments for all
such Covered Persons, unless an alternate calculation method is used (in the same manner as described
in Section 4.4 of this Exhibit). Expected Payment may vary from Member to Member. For the purposes of
this Section 1.3, a "Member" means all of the members in a health benefit plan insured or administered by
Claim Administrator, including but not limited to Employer's Covered Persons. Employer will be billed for its
share of the Expected Payment, calculated based on (i) the number of Employer's Covered Persons
participating (or expected to participate) in an Alternative Provider Compensation Arrangement per month
and/or (ii) the number and/or cost of the Covered Services received (or expected to be received) by
Employer's Covered Persons per month. Any difference (surplus or deficit) between the Expected
Payments and actual Payments will be factored into Claim Administrator's calculation of future Expected
Payments. Interest on such difference (surplus or deficit) will be credited (or charged) to Employer and
included in the calculation of future Expected Payments. Claim Administrator may recalculate the PMPM
amounts and any other applicable expected Payments or charges from time to time in a manner consistent
with this Agreement. In the case of any modification to the PMPM or Expected Payments, Claim
Administrator shall inform Employer of such modifications. Thereafter, Employer will be deemed to have
approved the modifications, which will become part of this Agreement.
1.4 "Blue Cross Blue Shield Global Core Access Vendor Fees" means the charges to Claim Administrator
for the transaction fees through Blue Cross Blue Shield Global Core which are payable to the medical
assistance vendor for assisting Covered Persons traveling or living outside of the United States, Puerto
Rico, and U.S. Virgin Islands to obtain medical services.
1.5 "Care Coordination" means organized, information -driven patient care activities intended to facilitate
the appropriate responses to Covered Person's health care needs across the continuum of care.
1.6 "Care Coordinator" means an individual within a Provider organization who facilitates Care Coordination
for patients.
1.7 "Care Coordinator Fee" means a fixed amount paid by a Blue Cross and/or Blue Shield Plan to Providers
periodically for Care Coordination under a Value -Based Program.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 37
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
1.8 "Global Payment/Total Cost of Care" means a payment methodology that is defined at the patient level
and accounts for either all patient care or for a specific group of services delivered to the patient such as
Outpatient, Physician, ancillary, Hospital services, and prescription drugs.
1.9 "Host Blue" means a local Blue Cross and/or Blue Shield licensee outside the geographic area that Claim
Administrator serves.
1.10 "Negotiated Arrangement" means an agreement negotiated between one or more Blue Cross and/or
Blue Shield Plans for any national account that is not delivered through the BlueCard Program.
1.11 "Non -Participating Healthcare Provider" means a health care Provider that does not have a contractual
agreement with a Host Blue.
1.12 "Participating Healthcare Provider" means a health care Provider that has a contractual agreement with
a Host Blue.
1.13 "Patient -Centered Medical Home" means a model of care in which each patient has an ongoing
relationship with a Primary Care Physician who coordinates a team to take collective responsibility for
patient care and, when appropriate, arranges for care with other qualified Physicians.
1.14 "Provider Incentive" means an additional amount of compensation paid to a health care Provider by a
Blue Cross and/or Blue Shield Plan, based on the Provider's compliance with, or participation in, agreed -
upon procedural and/or outcome measures, joint -initiatives, including but not limited to any measures or
initiatives related to a particular population of Covered Persons.
1.15 "Shared Savings" means a payment mechanism in which the Provider and the Blue Cross and/or Blue
Shield Plan share cost savings achieved against a target cost budget based upon agreed -upon terms and
may include downside risk.
1.16 "Value -Based Program" means a payment arrangement and/or a Care Coordination model facilitated
through one or more Providers that may utilize one (1) or more of the following metrics: (i) Covered Person
health outcomes; (ii) Covered Person Care Coordination; (iii) quality of Covered Services; (iv) cost of
Covered Services; (v) Covered Person access; (vi) Covered Person experience with a Provider; or (vii) joint
initiatives to increase collaboration in the provision of Covered Services to Covered Persons, and which
payment arrangement is reflected in one (1) or more Provider payments, including but not limited to
Alternative Provider Compensation Arrangement Payments.
SECTION 2: ADMINISTRATIVE SERVICES ONLY
Claim Administrator provides administrative Claims payment services only as set forth in this Agreement and does
not assume any financial risk or obligation with respect to Claims.
SECTION 3: DISCLOSURES IN ACCOUNT CONTRACTS
Employer, on behalf of itself and its Covered Persons, hereby expressly acknowledges its understanding that this
Agreement constitutes a contract solely between Employer and Claim Administrator, which is an independent
corporation operating under a license from the Blue Cross and Blue Shield Association, an association of
independent Blue Cross and Blue Shield Plans (the "Association"), permitting Claim Administrator to use the Blue
Cross and/or Blue Shield Service Mark in the State of Texas, and that Claim Administrator is not contracting as the
agent of the Association. Employer on behalf of itself and its Covered Persons further acknowledges and agrees
that it has not entered into this Agreement based upon representations by any person other than Claim
Administrator and that no person, entity, or organization other than Claim Administrator shall be held accountable
or liable to Employer for any of Claim Administrator's obligations to Employer created under this Agreement. This
subsection shall not create any additional obligations whatsoever on the part of Claim Administrator other than
those obligations created under other provisions of this Agreement.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 38
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
SECTION 4: INTER -PLAN ARRANGEMENTS
4.1 Out -of -Area Services
Claim Administrator has a variety of relationships with other Blue Cross and/or Blue Shield licensees
referred to generally as "Inter -Plan Arrangements." These Inter -Plan Arrangements operate under rules
and procedures issued by the Association. Whenever Covered Persons access health care services outside
the geographic area Claim Administrator serves, the Claim for those services may be processed through one
of these Inter -Plan Arrangements. The Inter -Plan Arrangements are described generally below. Claim
Administrator's services under this Agreement are governed by and subject to the Inter -Plan Arrangements
rules in effect during the term of this Agreement, and a Host Blue is neither the agent nor the subcontractor
of Claim Administrator. Typically, when accessing care outside the geographic area Claim Administrator
serves, Covered Persons obtain care from Participating Healthcare Providers. In some instances, Covered
Persons may obtain care from Non -Participating Healthcare Providers. Claim Administrator remains
responsible for fulfilling its contractual obligations to Employer. Claim Administrator's payment practices in
both instances are described below. This disclosure describes how Claims are administered for Inter -Plan
Arrangements and the fees that are charged in connection with the Inter -Plan Arrangements. Dental care
benefits, when paid as stand-alone benefits, and prescription drug benefits or vision care benefits that may
be administered by a third party contracted by Claim Administrator to provide the specific service or
services, are not processed through Inter -Plan Arrangements.
4.2 BlueCard Program
The BlueCard Program is an Inter -Plan Arrangement. Under this Arrangement, when Covered Persons
access Covered Services within the geographic area served by a Host Blue, the Host Blue will be
responsible for contracting and handling all interactions with its Participating Healthcare Providers. The
financial terms of the BlueCard Program are described generally below. Individual circumstances may arise
that are not directly covered by this description; however, in those instances, Claim Administrator's action
will be consistent with the spirit of this description.
a. Liability Calculation Method — In General
(1) Covered Person Liability Calculation.
Unless subject to a fixed dollar Copayment, the calculation of the Covered Person's liability
on Claims for Covered Services will be based on the lower of the Participating Healthcare
Provider's billed charges for Covered Services or the negotiated price made available to
Claim Administrator by the Host Blue.
(2) Employer's Liability Calculation.
The calculation of Employer's liability on Claims for Covered Services processed through
the BlueCard Program will be based on the negotiated price made available to Claim
Administrator by the Host Blue. Sometimes, this negotiated price may, for a particular
service or services, exceed the billed charge in accordance with how the Host Blue has
negotiated with its Participating Healthcare Provider(s) for specific health care services. In
cases where the negotiated price exceeds the billed charge, Employer may be liable for
the excess amount even when the Covered Person's deductible has not been satisfied.
This excess amount reflects an amount that may be necessary to secure (a) the Provider's
participation in the Network and/or (b) the overall discount negotiated by the Host Blue. In
such a case, the entire contracted price is paid to the Provider, even when the contracted
price is greater than the billed charge.
b. Claims Pricing
Host Blues determine a negotiated price, which is reflected in the terms of each Host Blue's
Provider contracts. The negotiated price made available to Claim Administrator by the Host Blue
may be represented by one of the following:
(1) An actual price. An actual price is a negotiated rate of payment in effect at the time a Claim
is processed without any other increases or decreases; or
(2) An estimated price. An estimated price is a negotiated rate of payment in effect at the time
a Claim is processed, reduced, or increased by a percentage to take into account certain
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 39
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
payments negotiated with the Provider and other Claim- and non -Claim -related
transactions. Such transactions may include, but are not limited to, anti -fraud and abuse
recoveries, Provider refunds not applied on a Claim -specific basis, retrospective
settlements, and performance -related bonuses or incentives; or
(3) An average price. An average price is a percentage of billed charges for Covered Services
in effect at the time a Claim is processed representing the aggregate payments negotiated
by the Host Blue with all of its health care Providers or a similar classification of its
Providers and other Claim- and non -Claim -related transactions. Such transactions may
include the same ones as noted above for an estimated price.
The Host Blue determines whether it will use an actual, estimated or an average price. The use of
estimated or average pricing may result in a difference (positive or negative) between the price
Employer pays on a specific Claim and the actual amount the Host Blue pays to the Provider.
However, the BlueCard Program requires that the amount paid by the Covered Person and
Employer is a final price; no future price adjustment will result in increases or decreases to the
pricing of past Claims. Any positive or negative differences in estimated or average pricing are
accounted for through variance accounts maintained by the Host Blue and are incorporated into future
Claim prices. As a result, the amounts charged to Employer will be adjusted in a following year, as
necessary, to account for over- or under -estimation of the past years' prices. The Host Blue will not
receive compensation from how the estimated price or average price methods, described above, are
calculated. Because all amounts paid are final, neither positive variance account amounts (funds
available to be paid in the following year), nor negative variance amounts (the funds needed to be
received in the following year), are due to or from Employer. If Employer terminates, Employer will
not receive a refund or charge from the variance account. Variance account balances are small
amounts relative to the overall paid Claims amounts and will be liquidated/drawn down overtime. The
timeframe for the liquidation depends on variables, including, but not limited to, overall
volume/number of Claims processed and variance account balance. Variance account balances may
earn interest at the federal funds or similar rate. Host Blues may retain interest earned on funds held
in variance accounts.
C. BlueCard Program Fees and Compensation
Employer understands and agrees to reimburse Claim Administrator for certain fees and
compensation which Claim Administrator is obligated under the BlueCard Program to pay to the
Host Blues, to the Association, and/or to vendors of the BlueCard Program -related services. The
specific BlueCard Program fees and compensation that are charged to Employer are set forth in
the most current ASO BPA. The specific BlueCard Program fees and compensation may be revised
from time to time as described in Section 4.9 below.
Claim Administrator will charge these fees as follows:
(1) BlueCard Program Access Fees
The access fee is charged by the Host Blue to Claim Administrator for making its applicable
Provider Network available to Employer. A BlueCard Program access fee may be charged
only if the Host Blue's arrangement with its health care provider prohibits billing Covered
Persons for amounts in excess of the negotiated payment. However, a health care provider
may bill for non -covered health care services and for Covered Person cost sharing (for
example, deductibles, Copayments, and/or Coinsurance) related to a particular Claim.
(2) How the BlueCard Program Access Fee Affects Employer
When Claim Administrator is charged a BlueCard Program access fee, Claim Administrator
may pass the charge along to Employer as a Claim expense or as a separate amount. The
access fee will not exceed $2,000 for any Claim. If Claim Administrator receives an access
fee credit, Claim Administrator will give Employer a Claim expense credit or a separate
credit. Instances may occur in which the Claim payment is zero or Claim Administrator
pays only a small amount because the amounts eligible for payment were applied to patient
cost sharing (such as a deductible or coinsurance). In these instances, Claim Administrator
will pay the Host Blue's access fee and pass it along to Employer as stated above even
though Employer paid little or had no Claim liability.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 40
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
4.3 Negotiated Arrangements
With respect to one or more Host Plans, instead of using the BlueCard Program, Claim Administrator may
process Employer's Covered Persons' Claims for Covered Services through a Negotiated Arrangement.
Pursuant to such a Negotiated Arrangements, the Host Blue(s) has/have agreed to provide, on Claim
Administrator's behalf, Claim Payments and certain administrative services for those Covered Persons of
Employer receiving Covered Services in the state and/or service area of the Host Blue(s). Pursuant to the
agreement between Claim Administrator and the Host Blue(s), Claim Administrator has agreed to reimburse
each Host Blue for all Claim Payments made on Claim Administrator's behalf for those Covered Persons
of Employer receiving Covered Services in the state and/or service area of such Host Blue. In addition, if
Claim Administrator and Employer have agreed that (a) Host Blue(s) shall make available (a) custom health
care Provider Network(s) in connection with this Agreement, then the terms and conditions set forth in Claim
Administrator's Negotiated Arrangement(s) for national accounts with such Host Blue(s) shall apply. These
include the provisions governing the processing and payment of claims when Covered Persons access
such networks. In negotiating such arrangement(s), Claim Administrator is not acting on behalf of or as an
agent for Employer, Employer's Plan or Employer's Covered Persons.
a. Covered Person and Employer Liability Calculation
Covered Person liability calculation will be based on the lower of either billed charges for Covered
Services or negotiated price (refer to the description of negotiated price under Section 4.2.a.,
BlueCard Program) that the Host Blue makes available to Claim Administrator and that allows
Employer's Covered Persons access to negotiated participation agreement Networks of specified
Participating Healthcare Providers outside of Claim Administrator's service area. Employer's
liability calculation will be based on the negotiated price (refer to the description of negotiated price
under Section 4.2.a, BlueCard Program).
Employer acknowledges that pursuant to the Host Blue's contracts with Host Blues' Participating
Healthcare Providers, under certain circumstances described therein, the Host Blue (i) may receive
substantial payment from Host Blues' Participating Healthcare Providers with respect to services
rendered to such Covered Persons for which the Host Blue was initially obligated to pay the Host
Blues' Participating Healthcare Providers, (ii) may pay Host Blues' Participating Healthcare
Providers more or less than their billed charges for services, by discounts or otherwise, or (iii) may
receive from Host Blues' Participating Healthcare Providers other allowances under the Host Blue's
contracts with them. One example of this is quality improvement programs/payments. If charged
by the Host Blue to Claim Administrator, Employer shall reimburse Claim Administrator for any
payments made to the Host Blue, unless otherwise set forth in the Agreement's Fee Schedule,
including "Claim -like" charges, which are those charges for payments to Host Blues' Participating
Healthcare Providers on other than a fee for services basis which include, but are not limited to,
incentive payments. Employer acknowledges that, in negotiating the Administrative Charge set
forth in the Agreement's Fee Schedule, it has taken into consideration that, among other things,
the Host Blue may receive such payments, discounts and/or other allowances during the term of
its agreement with Claim Administrator. Further, all amounts payable by Covered Person and
Employer shall be calculated on the basis described in this subsection, irrespective of any separate
financial arrangement between the Host Blue's Participating Healthcare Provider that rendered the
applicable Covered Service and the Host Blue other than the negotiated price as described in this
subsection.
b. Fees and Compensation
Employer understands and agrees to reimburse Claim Administrator for certain fees and
compensation which Claim Administrator is obligated under applicable Inter -Plan Arrangement
requirements to pay to the Host Blues, to the Association, and/or to vendors of Inter -Plan
Arrangement -related services. Fees and compensation under applicable Inter -Plan Arrangements
may be revised from time to time as described in Section 4.9 below. In addition, the participation
agreement with the Host Blue may provide that Claim Administrator must pay an administrative
and/or a network access fee to the Host Blue, and Employer further agrees to reimburse Claim
Administrator for any such applicable administrative and/or network access fees. The specific fees
and compensation that are charged to Employer under Negotiated Arrangements are set forth in
the most current ASO BPA.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 41
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
4.4 Special Cases: Value -Based Programs
a. Value -Based Programs Overview
Employer's Covered Persons may access Covered Services from Providers that participate in a
Host Blue's Value -Based Program. Value -Based Programs may be delivered either through the
BlueCard Program or a Negotiated Arrangement. These Value -Based Programs may include, but
are not limited to, Accountable Care Organizations, Global Payment/Total Cost of Care
arrangements, Patient Centered Medical Home, and Shared Savings arrangements.
b. Value -Based Programs under The BlueCard Program
(1) Value -Based Programs Administration
Under Value -Based Programs, a Host Blue may pay Providers for reaching agreed -upon
cost/quality goals in the following ways: retrospective settlements, Provider Incentives, a
share of target savings, Care Coordinator Fees and/or other allowed amounts. The Host
Blue may pass these Provider payments to Claim Administrator, which Claim Administrator
will pass on to Employer in the form of either an amount included in the price of the Claim
or an amount charged separately in addition to the Claim.
When such amounts are included in the price of the Claim, the Claim may be billed using
one of the following pricing methods, as determined by a Host Blue:
a) Actual Pricing: The charge to accounts for Value -Based Programs
incentives/Shared Savings settlements is part of the Claim. These charges are
passed to Employer via an enhanced Provider fee schedule.
b) Supplemental Factor. The charge to accounts for Value -Based Programs
incentives/Shared Savings settlements is a supplemental amount that is included
in the Claim as an amount based on a specified supplemental factor (e.g., a small
percentage increase in the claim amount). The supplemental factor may be
adjusted from time to time. This pricing method may be used only for non -attributed
Value -Based Programs.
When such amounts are billed separately from the price of the Claim, they may be billed
as Per Member Per Month ("PMPM") billings for Value -Based Programs incentives/Shared
Savings settlements to accounts outside of the Claim system. Claim Administrator will pass
these Host Blue charges directly through to Employer as a separately identified amount on
the group billings. The amounts used to calculate either the supplemental factors for
estimated pricing or PMPM billings are fixed amounts that are estimated to be necessary
to finance the cost of a particular Value -Based Program. Because amounts are estimates,
there may be positive or negative differences based on actual experience, and such
differences will be accounted for in a variance account maintained by the Host Blue (in the
same manner as described in the BlueCard Claim pricing section above) until the end of
the applicable Value -Based Program payment and/or reconciliation measurement period.
The amounts needed to fund a Value -Based Program may be changed before the end of
the measurement period if it is determined that amounts being collected are projected to
exceed the amount necessary to fund the program or if they are projected to be insufficient
to fund the program. At the end of the Value -Based Program payment and/or reconciliation
measurement period for these arrangements, Host Blues will take one of the following
actions:
a) Use any surplus in funds in the variance account to fund Value -Based Program
payments or reconciliation amounts in the next measurement period.
b) Address any deficit in funds in the variance account through an adjustment to the
PMPM billing amount or the reconciliation billing amount for the next measurement
period.
The Host Blue will not receive compensation resulting from how estimated average or
PMPM price methods, described above, are calculated. If Employer terminates, Employer
will not receive a refund or charge from the variance account. This is because any resulting
surpluses or deficits would be eventually exhausted through prospective adjustment to the
settlement billings in the case of Value -Based Programs. The measurement period for
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 42
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
determining these surpluses or deficits may differ from the term of this Agreement.
Variance account balances are small amounts relative to the overall paid Claims amounts
and will be liquidated/drawn down over time. The timeframe for the liquidation depends on
variables, including, but not limited to, overall volume/number of Claims processed and
variance account balance. Variance account balances may earn interest, and interest is
earned at the federal funds or similar rate. Host Blues may retain interest earned on funds
in variance accounts. Note: Covered Persons will not bear any portion of the cost of Value -
Based Programs except when a Host Blue uses either average pricing or actual pricing to
pay Providers under Value -Based Programs.
(2) Care Coordinator Fees
Host Blues may also bill Claim Administrator for Care Coordinator Fees for Provider
services which Claim Administrator will pass onto Employer as follows:
a) PMPM billings; or
b) Individual Claim billings through applicable Care Coordination codes from the most
current editions of either Current Procedural Terminology ("CPT") published by the
American Medical Association ("AMA") or Healthcare Common Procedure Coding
System ("HCPCS") published by the US CMS.
As part of this Agreement, Claim Administrator and Employer will not impose Covered
Person cost sharing for Care Coordinator Fees.
C. Value -Based Programs under Negotiated Arrangements
If Claim Administrator has entered into a Negotiated Arrangement with a Host Blue to provide
Value -Based Programs to Employer's Covered Persons, Claim Administrator will follow the same
procedures for Value -Based Programs administration and Care Coordinator Fees as noted in
BlueCard Program section.
4.5 Return of Overpayments
Recoveries from a Host Blue or its Participating Healthcare Providers and Non -Participating Healthcare
Providers can arise in several ways, including, but not limited to, anti -fraud and abuse recoveries, health
care Provider/Hospital bill audits, credit balance audits, utilization review refunds, and unsolicited refunds.
Recoveries will be applied, in general, on either a claim -by -claim or prospective basis. In some cases, the
Host Blue will engage a third party to assist in identification or collection of recovery amounts. The fees of
such a third party may be charged to Employer. Unless otherwise agreed to by the Host Blue, for retroactive
cancellations of membership, Claim Administrator may request the Host Blue to provide full refunds from
Participating Healthcare Providers for a period of only one year after the date of the Inter -Plan financial
settlement process for the original Claim. For Care Coordinator Fees associated with Value -Based
Programs, Claim Administrator may request such refunds for a period of only up to ninety (90) days from
the termination notice transaction on the payment innovations delivery platform. In some cases, recovery
of Claim Payments associated with a retroactive cancellation may not be possible if, as an example, the
recovery (a) conflicts with the Host Blue's state law or health care Provider contracts, (b) would result from
Shared Savings and/or Provider Incentive arrangements, or (c) would jeopardize the Host Blue's
relationship with its Participating Healthcare Providers, notwithstanding to the contrary any other provision
of this Agreement.
4.6 Inter -Plan Arrangements: Federal/State Taxes/Surcharges/Fees
In some instances, federal or state laws or regulations may impose a surcharge, tax or other fee that applies
to self -funded accounts. If applicable, Claim Administrator will charge any such surcharge, tax or other fee
to Employer, which will be Employer's liability.
4.7 Non -Participating Healthcare Providers outside Claim Administrator's Service Area
a. Covered Person Liability Calculation
(1) General
When Covered Services are provided outside of Claim Administrator's service area by
Non -Participating Healthcare Providers, the amount(s) a Covered Person pays for such
services will be calculated using the methodology described in the Agreement for Non -
Network Providers located inside our service area. The Covered Person may be
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 43
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
responsible for the difference between the amount that the Non -Participating Healthcare
Provider bills and the payment Claim Administrator will make for the Covered Services as
set forth in this paragraph.
(2) Exceptions
In some exception cases, Claim Administrator may, but is not required to, negotiate a
payment with such Non -Participating Healthcare Provider on an exception basis. If a
negotiated payment is not available, then Claim Administrator may make a payment based
on the lesser of:
a. the amount calculated using the methodology described in Section 4.7(a)(1)
above; or
b. the following:
for professional Providers, an amount equal to the greater of the minimum
amount required in the methodology described in the Agreement for Non -
Network Providers located inside our service area; or an amount based on
publicly available provider reimbursement data for the same or similar
professional services, adjusted for geographical differences where
applicable, or
for Hospital or facility Providers, an amount equal to the greater of the
minimum amount required in the methodology described in the Agreement
for Non -Network Providers located inside our service area; or an amount
based on publicly available data reflecting the approximate costs that
Hospitals or facilities have incurred historically to provide the same or
similar service, adjusted for geographical differences where applicable,
plus a margin factor for the Hospital or facility.
In these situations, a Covered Person may be liable for the difference between the amount that the
Non -Participating Healthcare Provider bills and the payment Claim Administrator will make for the
Covered Services as set forth in this paragraph.
b. Fees and Compensation
Employer understands and agrees to reimburse Claim Administrator for certain fees and
compensation which Claim Administrator is obligated under applicable Inter -Plan Arrangements
requirements to pay to the Host Blues, to the Association, and/or to vendors of Inter -Plan
Arrangements related services. Fees and compensation under applicable Inter -Plan Arrangements
may be revised from time to time as provided in Section 4.9 below.
4.8 Blue Cross Blue Shield Global Core
a. General Information
If Covered Persons are outside the United States, the Commonwealth of Puerto Rico, and the U.S.
Virgin Islands (hereinafter: "BlueCard Service Area"), the Covered Persons may be able to take
advantage of Blue Cross Blue Shield Global Core when accessing Covered Services. Blue Cross
Blue Shield Global Core is unlike the BlueCard Program available in the BlueCard Service Area in
certain ways. For instance, although Blue Cross Blue Shield Global Core assists Covered Persons
with accessing a network of Inpatient, Outpatient and professional Providers, the network is not
served by a Host Blue. As such, when Covered Persons receive care from Providers outside the
BlueCard Service Area, the Covered Persons will typically have to pay the Providers and submit
the Claims themselves to obtain reimbursement for these services.
(1) Inpatient Services
In most cases, if Covered Persons contact the service center for assistance, Hospitals will
not require Covered Persons to pay for covered Inpatient services, except for their cost -
share amounts/deductibles, Coinsurance, etc. In such cases, the Hospital will submit the
Covered Person's Claims to the service center to initiate Claims processing. However, if
the Covered Person paid in full at the time of service, the Covered Person must submit a
Claim to obtain reimbursement for Covered Services. Covered Persons must contact Claim
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 44
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
Administrator to obtain preauthorization/precertification for non -emergency Inpatient
services, if Employer's Plan requires preauthorization or precertification for such services.
(2) Outpatient Services
Physicians, urgent care centers and other Outpatient Providers located outside the
BlueCard Service Area will typically require Covered Persons to pay in full at the time of
service. Covered Persons must submit a Claim to obtain reimbursement for Covered
Services.
(3) Submitting a Blue Cross Blue Shield Global Core Claim
When Covered Persons pay for Covered Services outside the BlueCard Service Area, they
must submit a Claim to obtain reimbursement. For institutional and professional Claims,
Covered Persons should complete a Blue Cross Blue Shield Global Core International
Claim form and send the Claim form with the Provider's itemized bill(s) to the service center
address on the form to initiate Claims processing. The Claim form is available from Claim
Administrator, the service center or online at bcbsolobalcore.com. If Covered Persons need
assistance with their Claim submissions, they should call the service center at 800-810-
BLUE (2583) or call collect at 804-673-1177, 24 hours a day/seven days a week.
b. Blue Cross Blue Shield Global Core Program -Related Fees
Employer understands and agrees to reimburse Claim Administrator for certain fees and
compensation which Claim Administrator is obligated under applicable Inter -Plan Arrangement
requirements to pay to the Host Blues, to the Association and/or to vendors of Inter -Plan
Arrangement -related services. Fees and compensation under applicable Inter -Plan Arrangements
may be revised from time to time as provided for in Section 4.9 below.
4.9 Modifications or Changes to Inter -Plan Arrangement Fees or Compensation
Modifications or changes to Inter -Plan Arrangement fees are generally made effective Jan. 1 of the calendar
year, but they may occur at any time during the year. In the case of any such modifications or changes,
Claim Administrator shall provide Employer with at least thirty (30) days' advance written notice of any
modification or change to such Inter -Plan Arrangement fees or compensation describing the change and
the effective date thereof and Employer's right to terminate this Agreement without penalty by giving written
notice of termination before the effective date of the change, which notice will be effective in accordance
with Section 6.1(a) of the Agreement. If Employer fails to respond to the notice and does not terminate this
Agreement during the notice period, Employer will be deemed to have approved the proposed changes,
and Claim Administrator will then allow such modifications to become part of this Agreement.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 45
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
EXHIBIT 6
RECOVERY LITIGATION AUTHORIZATION
Employer hereby acknowledges and agrees that Claim Administrator may, at its election, pursue claims of Employer
and/or the Plan, which are related to claims that Claim Administrator pursues on its own behalf, subject to the
following terms and conditions:
1. Claim Administrator shall have the right to select and retain legal counsel.
2. Any lawsuit filed or arbitration initiated by Claim Administrator will be done in the name of Claim
Administrator for its own benefit, as well as on behalf of Employer and possibly other parties. Claim
Administrator will not cause any litigation to be filed or arbitration to be initiated in the name of Employer
and/or the Plan without Employer's express advance consent. With such permission, any such litigation
can be filed or arbitration initiated in the name of Employer and/or the Plan with attorneys identified as
counsel for Employer or in the name of two or more parties, including Employer and Claim Administrator,
with attorneys identified as counsel for Employer, Claim Administrator and possibly other parties.
3. The Parties agree to cooperate with each other in pursuit of recovery efforts pursuant to the provisions of
this Exhibit.
4. Claim Administrator shall control any recovery strategy and decisions, including decisions to mediate,
arbitrate or litigate.
5. Claim Administrator shall have the exclusive right to approve any and all settlements of any claims being
mediated, arbitrated, or litigated.
6. Claim Administrator shall have the right to assign claims belonging to Employer and/or the Plan to a third
party for the purpose of allowing the third party to pursue the claims on Employer's behalf via mediation,
arbitration, or litigation. If such an assignment is made, the rights and obligations of Claim Administrator in
this Exhibit 6 shall become the rights and obligations of the third party for purposes of the assigned claims
only.
7. Any and all recoveries, net of all investigative and other expenses relating to the recovery made through
any means pursuant to the provisions of this Exhibit, including any costs of settlement, mediation,
arbitration, litigation or trial including attorney's fees, will be prorated based upon each party's percentage
interest in the recoverable compensatory monetary damages, which allocation shall be done by Claim
Administrator on any reasonable basis it deems appropriate.
8. Any and all information, documents, communications, or correspondence provided to or obtained by
attorneys from either party, as well as communications, correspondence, conclusions, and reports by or
between attorneys and either party, shall be and are intended to remain privileged and confidential. Each
party intends that the attorney —client and work product privileges shall apply to all information, documents,
communications, correspondence, conclusions, and reports to the full extent allowed by state or federal
law. Claim Administrator shall be permitted to make such disclosures of such privileged and confidential
information to law enforcement authorities as it deems necessary or appropriate in its sole discretion.
Employer shall not waive the attorney —client privilege or otherwise disclose privileged or confidential
information received in connection with the provisions of this Exhibit or cooperative efforts pursuant to the
provisions of this Exhibit without the express written consent of Claim Administrator.
9. The discharge of attorneys by one party shall not disqualify or otherwise ethically prohibit the attorneys from
continuing to represent the other party pursuant to the provisions of this Exhibit.
10. Nothing in the provisions of this Exhibit shall require Claim Administrator to assert any claims on behalf of
Employer and/or the Plan.
11. Nothing in the provisions of this Exhibit and nothing in attorneys' statements to either party and/or the Plan
will be construed as a promise or guarantee about the outcome of any particular litigation, mediation,
arbitration, or settlement negotiation; therefore, Employer acknowledges that the efforts of Claim
Administrator may not result in recovery or in full recovery in any particular case.
12. The terms and conditions described herein shall survive the expiration or termination of the Agreement;
however, nothing herein shall require Claim Administrator to assert any claims on Employer's and/or the
Plan's behalf following the termination of the Agreement. If the Agreement is terminated after Claim
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 46
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
Administrator has asserted a claim on behalf of Employer and/or the Plan but before any recovery, Claim
Administrator may in its sole discretion continue to pursue the claim or discontinue the claim.
13. If Employer should desire to participate in a class or multi —district settlement rather than defer to Claim
Administrator, Employer may revoke the grant of authority established herein for that specific matter by
affirmatively opting into a class settlement and by notifying Claim Administrator of its decision in writing,
immediately upon making such determination as provided for under Section 4.9 Notice and Satisfaction of
the Agreement.
14. Employer further acknowledges and agrees that, unless it notifies Claim Administrator to the contrary in
writing as provided for under Section 4.9 Notice and Satisfaction of the Agreement, it consents to the terms
and conditions of this Exhibit and authorizes Claim Administrator, on behalf of Employer and/or the Plan,
consistent with Section 2 above, to:
a. Pursue, without advance notice to Employer, claims that Claim Administrator pursues on its own
behalf in class action litigation, federal multi —district litigation, private lien resolution programs, or
otherwise, including, but not limited to, antitrust, fraud, unfair and deceptive business, or trade
practice claims pursuant to and in accordance with the provisions of this Exhibit effective
immediately;
b. Opt out of any class action settlement or keep Employer and/or the Plan in the class, if Claim
Administrator reasonably determines that it should do so;
C. Investigate and pursue recovery of monies unlawfully, illegally, or wrongfully obtained from the
Plan.
15. Employer further acknowledges and agrees that Claim Administrator's decision to pursue recovery in
connection with particular claims shall be in Claim Administrator's sole discretion and Claim Administrator
does not enter into this undertaking as a fiduciary of the Plan or its Covered Persons, but only in connection
with its undertaking to pursue recovery of claims of Employer and/or the Plan when, as, and if, Claim
Administrator determines that such claims may be pursued in the common interest of the parties.
16. Employer is responsible for ensuring that the terms of its health benefit plan are consistent with the terms
of this Exhibit.
17. The Parties agree in the event that the language in the Agreement shall be in conflict with this Exhibit, the
provisions of this Exhibit shall prevail with respect to the subject matter hereof.
TX Gen Med Non-ERISA No Prime ASA Rev. 7.24 47
Proprietary and Confidential Information of Claim Administrator
Not for use or disclosure outside Claim Administrator, Employer, their respective affiliated companies, and third -
party representatives, except with written permission of Claim Administrator.
8/25/25, 1:42 PM M&C Review
Official site of the City of Fort Worth, Texas
ACITY COUNCIL AGEND FORWoRTH
Create New From This M&C
REFERENCE **M&C 24- 13P RFP 24-0180 MEDICAL
DATE: 8/27/2024 NO.: 0703 LOG NAME: ASO OR TPA SERVICES
HR CB
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Agreement with Health Care Service Corporation dba Blue
Cross and Blue Shield of Texas in an Amount Up to $7,682,282.00 for the Initial Three -
Year Term for Medical Third -Party Administrator/Administrative Services with Two One -
Year Options to Renew in an Amount Up to $3,164,986.00 for Renewal Option One, and
$3,236,041.00 for Renewal Option Two for the Human Resources Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of an Agreement with Health Care
Service Corporation dba Blue Cross and Blue Shield of Texas in an amount up to $7,682,282.00 for
the Initial Three -Year Term for medical third -party administrator/administrative services with two one-
year options to renew in an amount up to $3,164,986.00 for renewal option one, and $3,236,041.00
for renewal option two for the Human Resources Department.
DISCUSSION:
The City's Medical and Disease Management Programs are self -funded and utilize a third -party
administrator to process claims. The Human Resources Department approached the Purchasing
Division to secure an annual agreement for medical third -party administrator/administrative services
for a vendor to provide claim processing services.
As a result, Purchasing Staff issued Request for Proposal (RFP) Number 24-0180. The RFP consisted
of detailed specifications describing the responsibilities and requirements to provide these services for
the City of Fort Worth. The RFP was advertised in the Fort Worth Star -Telegram on April 17, 2024,
April 24, 2024, May 1, 2024, May 8, 2024, and May 15, 2024. The City received seven (7) responses.
An evaluation panel consisting of representatives from the Human Resources and Police Departments
reviewed and scored the submittals using Best Value criteria. Individual scores were averaged for
each of the criteria. The evaluation panel invited the top three vendors to interview with the panel. The
final scores are listed in the table below.
Vendor
a b
Blue Cross and Blue Shield of Texas 21.50 7
Meritain Health, Inc. 16.50 5.60
Evaluation Factors
d e f Total
Score
10.80 12.60 3.80 24.24 79.94
9.90 9.60 3 30 74.60
Allegiance Benefit Plan Management 14 5.20 8.70 9.60 2.90 24.45 64.85
Best Value Criteria
a. The assessment of the responses including a review of the proposer's capability, plan design,
administration services, and previous experience with entities of the same size and type.
b. Verification of proposer's references
c. Network and disruption
d. Value-added services
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8/25/25, 1:42 PM
M&C Review
e. Ability to integrate pharmacy data, disease management, and wellness data
f. Cost
After evaluation, the panel concluded that Health Care Service Corporation dba Blue Cross and Blue
Shield of Texas (BCBSTX) presents both the best value and the necessary coverage for the City;
therefore, the panel recommends that the Council authorize an agreement with BCBSTX. No
guarantee was made that a specific amount of services would be purchased. Staff certifies that the
recommended vendor bid met specifications.
FUNDING: The maximum amount allowed under this agreement will be $7,682,282.00 for the Initial
Term, $3,164,986.00 for renewal option one, and $3,236,041.00 for renewal option two; however, the
actual amount used will be based on the needs of the department and the available budget. Funding is
budgeted in the Group Health Insurance Fund and the Retiree Healthcare Trust Fund.
BUSINESS EQUITY: This solicitation was reviewed by The Business Opportunity Division for available
business equity prospects according to the City's Business Equity Ordinance. There were limited
business equity opportunities available for the services/goods requested, therefore, no business equity
goal was established.
AGREEMENT TERMS: Upon City Council approval, the agreement will begin on January 1, 2025, and
will end on December 31, 2027.
RENEWAL OPTIONS: This agreement may be automatically renewed for up to two (2) one-year
renewal periods. This action does not require specific City Council approval provided that City Council
has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current operating budget, as previously appropriated in the Group Health Insurance Fund and the
Retiree Healthcare Trust Fund. Prior to an expenditure being incurred, the Human Resources
Department has the responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Program Activity Budget Reference #
Year (Chartfield 2)
Reginald Zeno (8517)
Jesica McEachern (5804)
Reginald Zeno (8517)
Dianna Giordano (7783)
Jo Ann Gunn (8525)
Charles Benson (8063)
Amount
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8/25/25, 1:42 PM M&C Review
ATTACHMENTS
13P RFP 24-0180 MEDICAL ASO OR TPA SERVICES HR CB.docx (CFW Internal)
BCBSTX 1295.pdf (CFW Internal)
BCBSTX TDI.pdf (Public)
FID TABLE BLANK WITH INSTRUCTIONS V2 (4).xlsx (CFW Internal)
HCSC SOS.pdf (Public)
MWBE Waiver.pdf (CFW Internal)
SAMs BCBSTX.pdf (CFW Internal)
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