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HomeMy WebLinkAboutContract 46276 MASTER SERVICES AGREEMENT FOR MEDICARE PRESCRIPTION DRUG COVERAGE NO. MSA-455698 This Master Services Agreement by and between Aetna Life Insurance Company, a Connecticut corporation located at 151 Farmington Avenue, Hartford, Connecticut and City of Fort Worth, a Texas home-rule municipal corporation,located at Fort Worth, Texas ("Customer") is effective as of January 1,2013 ("Effective Date"). WHEREAS, Aetna has been certified by the Centers for Medicare and Medicaid Services ("CMS") as a Medicare Prescription Drug Sponsor and is authorized to offer one or more Medicare Part D drug plans; WHEREAS, Customer desires to offer a Medicare Part D Employer Group Waiver Plan("Part D EGWP Plan") and additional coverage for items covered under the Part D EGWP Plan and/or for items not covered under the Part D EGWP Plan(such additional coverage to be referred to herein as "Supplemental Benefits") to its eligible plan participants and their eligible dependents in the Retiree GHP as defined in Section 1 herein; and WHEREAS, Customer desires to purchase from Aetna and Aetna is willing to provide Customer with the Retiree GHP and administrative services. NOW THEREFORE, in consideration of the mutual covenants and promises stated herein contained, the parties hereby enter into this Service Agreement, which sets forth the terms and conditions under which Aetna agrees to render the Services (as defined in Section 3) to and on behalf of the Customer, and under which Customer hereby agrees to receive and compensate Aetna for such Services. 1. Definitions. A. "Average Wholesale Price" or "AWP" means the average wholesale price of a prescription drug as identified by Medispan(or other drug pricing service determined by Aetna, in accordance with CMS requirements, if any). The applicable AWP for prescription drugs will be based on the date the drug is dispensed and based on the 11-digit National Drug Code for the package from which the drug is actually dispensed. B. "Bank" means the bank selected by Aetna on which benefit payment checks are drawn in satisfaction of a claim for Covered Benefits. C. "Calculated Ingredient Cost"means the lesser of: a) AWP less the applicable Discount; rn b) maximum allowable cost; or C­) c) the cash price (less all applicable customer discounts) which participating retail pharmacy, Aetna Mail Order Pharmacy, or Aetna Specialty Pharmacy usually charges customers for providing ® pharmaceutical services. m a_A The Calculated Ingredient Cost does not include the dispensing fee or sales tax, if any. The c� Calculated Ingredient Cost payable by Aetna to the Participating Pharmacy and by Customer to Aetna under this Agreement is net of the applicable Plan Participant cost share. OFFICIAL RECORD 1 CITY SECRETARY FT.WORTH TX u D. "CMS Payments"means the CMS subsidies to Aetna on a monthly or other basis for each Member in the Part D EGWP Plan including,but not limited to, monthly direct subsidy payments pursuant to 42 CFR § 423.315(b), payments under the Coverage Gap Discount Program, reinsurance subsides pursuant to 42 CFR § 423.15(c), low income subsidies (including low income subsidies and low income cost sharing subsidies)pursuant to 42 CFR § 423.315(d), and risk-sharing arrangements pursuant to 42 CFR § 423.315(e). E. "Coverage Gap Discount Program"means the Medicare Coverage Gap Discount Program established under section 1860D-14A of the Social Security Act pursuant to which Aetna makes payments to pharmacies. F. "Covered Benefits"means the prescription drug coverage made available under the Retiree GHP. Such coverage includes Covered Part D Drugs and Supplemental Benefits. G. "Covered Part D Drugs"means prescription drugs as defined at 42 CFR § 423.100 offered under the Part D EGWP Plan. H. "Discount" means the percentage deduction from AWP that is to be taken into account by Aetna in determining the Calculated Ingredient Cost rate. The Discount shall be equal to the percentage reflected in the Service and Fee Schedule ("SFS") and excludes the dispensing fee, Plan Participant cost share and sales tax, if any. I. "Drug Costs"means the Calculated Ingredient Costs plus dispensing costs and applicable taxes, actually paid or incurred by Aetna for Covered Benefits. Drug Costs include Coverage Gap Discount Program. J. "Drug Rebates"means the payments, if any,received by Aetna from drug manufacturers, or an entity on the manufacturers' behalf for Covered Benefits furnished to Members. K. Evidence of Coverage" or"EOC" means the document issued to Plan Participants that describes the terms and conditions of coverage under the Retiree GHP. The EOC may also be referred to as a "Plan Document." L. "Master Services Agreement"means this instrument, including all attached exhibits and schedules. M. "Member" is a Medicare beneficiary who: (1)has enrolled in the Retiree GHP and whose enrollment in the Part D EGWP Plan has been confirmed by CMS, and(2) is eligible to receive coverage under the Retiree GHP, subject to the terms and conditions of the EOC and this Service Agreement. A Member may also be referred to as a"Plan Participant." N. "Part D EGWP Plan" means a prescription drug plan offered by Aetna to employer or union groups pursuant to Aetna's contract with CMS under Medicare Part D. Customer is not a direct contract plan with CMS. O. "Plan" means the employer sponsored Part D EGWP Plan, which provides coverage for Covered Part D Drugs, and the Supplemental Benefits, which provides coverage for non-Medicare Part D drugs or additional coverage for Covered Part D Drugs. The Plan may also be referred to as the Retiree GHP. 2 P. "Plan Document" means the document issued to Plan Participants that describes the terms and conditions of coverage under the Retiree GHP. The Plan Document may also be referred to as an "Evidence of Coverage" or"EOC". Q. "Plan Participant" is a Medicare beneficiary who: (1)has enrolled in the Retiree GHP and whose enrollment in the Part D EGWP Plan has been confirmed by CMS, and(2) is eligible to receive coverage under the Retiree GHP, subject to the terms and conditions of the EOC and this Service Agreement. A Plan Participant may also be referred to as a"Member." R. "Plan Participant Payments"means any amount payable by a Plan Participant for coverage under the Retiree GHP, whether described as a contribution or premium. S. "Plan Year"means, unless other agreed to by Aetna and Customer, a calendar year. T. "Retiree GHP" means the employer sponsored Part D EGWP Plan, which provides coverage for Covered Part D Drugs, and the Supplemental Benefits, which provides coverage for non-Medicare Part D drugs or additional coverage for Covered Part D Drugs. For purposes of this Services Agreement, the Retiree GHP may also be referred to as the "Plan". U. "Service Agreement" means the Master Services Agreement, the Statement of Available Services ("SAS"), and the Service and Fee Schedule ("SFS") as identified and agreed herein. V. "Service Fees"means the fees payable to Aetna by Customer pursuant to this Service Agreement. W. "Supplemental Benefits" means the prescription drug benefits offered by Aetna under its retiree pharmacy coverage allowing Customer to offer additional benefits beyond Covered Part D Drugs. Such supplemental benefits may consist of coverage for non-Medicare Part D drugs or additional coverage for Covered Part D Drugs, consisting of lesser Plan Participant cost shares than would be applicable under the Part D EGWP Plan. X. "Total Plan Revenue"means all amounts actually received by Aetna for Covered Benefits under the Retiree GHP, including CMS Payments, Drug Rebates, and Coverage Gap Discount Program. 2. TERM Unless one party informs the other of its intent to allow the Service Agreement to terminate in accordance with Section 7 of this Master Services Agreement, the initial term of this Service Agreement shall be three(3) years beginning on the Effective Date(referred to as an"Agreement Period"). This Service Agreement may be renewed for additional one-year periods subject to Section 6 and unless otherwise terminated pursuant to Section 7 of Master Services Agreement. 3. SERVICES Aetna shall perform only those services expressly described in this Service Agreement, including the services set forth in the Statement of Available Services ("SAS") attached hereto and the Service and Fee Schedule("SFS") attached hereto, all of which are collectively referred to herein as the "Services". In the event of a conflict between the terms of this Master Services Agreement and of the attached SAS or SFS, the terms of the SAS or SFS, as applicable, will control. 3 4. STANDARD OF CARE Aetna or Customer will discharge their obligations under the Service Agreement with that level of reasonable care which a similarly situated Services provider or Plan administrator, as applicable, under applicable federal and state laws would exercise under similar circumstances. In connection with fiduciary powers and duties hereunder, Aetna shall observe the standard of care and diligence required of a fiduciary under applicable federal and state laws. 5. FIDUCIARY DUTY Customer and Aetna agree that, to the extent applicable to the Retiree GHP, Aetna will be the "appropriate named fiduciary" of the Plan under applicable federal and state law for the purpose of reviewing denied claims under the Plan. Customer understands that the performance of fiduciary duties under applicable federal and state law necessarily involves the exercise of discretion on Aetna's part in the determination and evaluation of facts and evidence presented in support of any claim or appeal. Therefore, and to the extent not already implied as a matter of law, Customer hereby delegates to Aetna discretionary authority to determine entitlement to benefits under the applicable Plan documents for each claim received, including discretionary authority to determine and evaluate facts and evidence, and discretionary authority to construe the terms of the Plan. It is also agreed that, as between Customer and Aetna,Aetna's decision on any claim is final and that Aetna has no other fiduciary responsibility. Customer has the authority to determine eligibility of persons to participate in the Retiree GHP, provided such person meets the eligibility criteria to enroll in the Part D EGWP Plan set forth in this Service Agreement and in CMS laws,regulations and guidelines. 6. SERVICE FEES For and in consideration of Aetna's administration of the Retiree GHP, Customer shall pay to Aetna the Service Fees described in the Service and Fee Schedule. In the event of nonpayment by Customer, Aetna may immediately terminate this Service Agreement subject to the provision of prior written notice to Plan Participants in accordance with CMS requirements. Termination shall not relieve Customer of its obligation under Section VILA(i) of the SAS through the effective date of termination. No services other than the Services identified in this Service Agreement are included in the Service Fees. The Services to be provided by Aetna and the Service Fees may be adjusted annually effective on the anniversary of the Effective Date (the "Contract Anniversary Date") by Aetna upon 180 days prior written notice, or at other times as indicated in the Service and Fee Schedule. Aetna shall provide Customer with a monthly statement indicating the Service Fees owed for that month. Customer shall pay Aetna the amount of the Service Fees no later than thirty-one (3 1) calendar days following the first calendar day of the month in which the Services are provided(the "Payment Due Date"). Customer shall reimburse Aetna its actual cost for additional expenses incurred by Aetna and agreed to by the parties on behalf of the Plan or Customer which are necessary for the administration of the Plan, including, but not limited to: customized printing fees, clerical listing of eligibility, Customer audits exceeding limits in the Service Agreement, and for any other services performed which are not Services under the Service Agreement. With respect to any payments made by Aetna on behalf of and at the 4 request of the Customer to vendors, as a result of Aetna issuing such payment, Aetna will assume the tax reporting obligation, such as Form 1099-MISC or other applicable forms. In circumstances where Aetna may have a contractual, claim or payment dispute with a provider, the settlement of that dispute with the provider may include a one time payment in settlement to the provider or to Aetna, or may otherwise impact future payments to providers. Aetna, in its discretion, may apportion the settlement to self-funded customers, either as an additional service fee from, or as a credit to, Customer, as may be the case,based upon specific applicable claims, proportional membership or some other reasonable allocation methodology, after taking into account Aetna's actual costs including Aetna's internal costs of recovery and distribution, provided,however,that Aetna shall provide Customer with a written notice and explanation for any payment made to Aetna that is greater than$500,000.00 specific to claims related to Members and that is not apportioned to Customer. This obligation shall terminate one year following the termination of this Agreement. All overdue amounts shall be subject to the late charges set forth in the Service and Fee Schedule. Following the close of a Plan Year, Aetna will prepare and submit to the Customer a report showing the Service Fees paid. The year end ASC Fee Reconciliation will be completed within 120 days after the end of the policy period provided the following: all policy period fees have been paid, correct backup has been provided for all payments, and clean eligibility has been submitted. 7. TERNIINATION The Service Agreement may be terminated by Aetna or the Customer as follows: (A)Legal Prohibition - If any state or other jurisdiction enacts a law or Aetna interprets an existing law to prohibit the continuance of the Service Agreement or some portion thereof, the Service Agreement or that portion shall terminate automatically as to such state or jurisdiction on the effective date of such law or interpretation; provided, however, that Aetna shall notify Customer in a reasonable period of time of such termination and provided further that, if only a portion of the Service Agreement is impacted, the Service Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (B)Customer Termination - Customer may terminate the Service Agreement with respect to all Plan Participants or any group of Plan Participants included under the Service Agreement or any subsidiary or affiliate of Customer that is covered under the Service Agreement, by giving Aetna at least thirty-one (3 1) days written notice stating when, after the date of such notice, such termination shall become effective. In the event such termination does not extend to all Services and/or Plan Participants, this Service Agreement shall continue in effect as to all Services and/or Plan Participants that are not subject to the termination. (C)Aetna Termination - (1) Aetna may terminate the Service Agreement by giving to Customer at least one hundred eighty (180) days written notice stating when, after the date of such notice, such termination shall become effective. (2) If Customer fails to respond to an initial request by Aetna or Bank to provide funds to the Bank for the payment of checks or other payments approved and recorded by Aetna, Aetna shall have 5 the right to cease processing benefit payment requests and suspend other Services until the requested funds have been provided. If (a) Customer fails to provide the requested funds within five (5) business days of written notice by Aetna, or (b) Aetna reasonably determines that Customer will not meet its obligation to provide such funds within such five (5) business days on the basis of a bankruptcy filing by the Customer or its failure to respond to another request for funds during the five day period, Aetna may terminate the Service Agreement immediately upon transmission of notice to Customer by mail, facsimile transmission or other means of communication (including electronic mail). (3) Aetna may terminate this Service Agreement pursuant to Section 6 in the event Customer fails to pay Service Fees by the Payment Due Date. (4) Any acceptance by Aetna of fiends or Service Fees described in paragraph (2) or (3) above, after the grace periods specified therein have elapsed and prior to any action by Aetna to terminate the Service Agreement, shall not constitute a waiver of Aetna's right to terminate the Service Agreement in accordance with this section with respect to any other failure of Customer to meet its obligations hereunder. (D)Responsibilities on Termination Upon termination of the Services described in this Service Agreement for any reason , Aetna shall continue to process claims for Covered Benefits that were incurred prior to but not processed as of the effective date of termination. During the period Aetna continues processing such runoff claims, Aetna will be entitled to the same fees (as shown in the Service and Fee Schedule) as were in effect on the date the Service Agreement terminated. The procedures and obligations described in the Service Agreement, to the extent applicable, shall survive the termination of the Service Agreement and remain in effect with respect to such claims. Benefit payments processed by Aetna with respect to such claims which are pended or disputed will be handled to their conclusion by Aetna and the procedures and obligations described in this Service Agreement, to the extent applicable, shall survive the expiration date with respect to such claims. Requests for benefit payments received for services obtained after the effective date of termination will be returned to the Customer or, upon its direction, to a successor administrator at the Customer's expense. Customer will be liable for all Covered Benefit payments made by Aetna in accordance with the preceding paragraph(D) following the effective date of termination. Customer will continue to fund Plan benefit payments through the banking arrangement described in Section 8 of this Service Agreement and agrees to instruct its bank to continue to make funds available until all outstanding benefit payments have been funded by Customer or until such time as mutually agreed upon by Aetna and Customer. 6 8. BENEFIT FUNDING Covered Benefit payments and related charges of any amount payable under the Retiree GHP shall be made by check drawn by Aetna payable through the Bank or by electronic funds transfer or other reasonable transfer method. Customer, by execution of the Service Agreement, expressly authorizes Aetna to issue and accept such checks on behalf of Customer for the purpose of payment of Covered Benefits and other related charges. Customer agrees to provide funds through its designated bank sufficient to satisfy all Covered Benefits (and which also may include Service Fees in satisfaction of the obligations of Section 3 and any late charges under the Service Agreement) and related charges; such funds shall be provided by Customer(i) once per week on a day mutually agreed to by the parties for benefit payments incurred during the previous week(weekly benefit funding payments); and(ii) periodically on a mutually agreed day, with such periodic payments occurring not occur more than once per month and generally coinciding with the end of the month, for incurred benefit payments not otherwise covered by weekly benefit funding payments (periodic benefit true-up payments). As used herein"Covered Benefits"means payments under the Plan, excluding any copayments, coinsurance or deductibles required by the Plan. Aetna shall process any outstanding benefit checks in accordance with applicable escheat laws. 9. CUSTOMER'S RESPONSIBILITIES A. Enrollment Periods. As described in the EOC, Customer will offer enrollment in the Retiree GHP: (i) at least once during every twelve(12)month period, which may include the Medicare Annual Enrollment Period; (ii) within 120 days from the date the individual and any dependent becomes eligible for coverage; and (iii) in accordance with any other enrollment periods described in the Plan Document. Customer acknowledges and agrees that Plan Participant enrollment in the Retiree GHP will not become effective until Aetna has received confirmation from CMS. Aetna shall inform Customer of such confirmation and its effective date. B. Enrollment and Disenrollment Processes. (i) To the extent that Customer directly accepts enrollment and/or disenrollment requests from prospective and/or current Plan Participants that Customer forwards to Aetna for processing and submission to CMS, Customer agrees to comply with all laws, rules and regulations and CMS instructions that relate to the handling and processing of enrollment and disenrollment requests that apply to the Retiree GHP (`Enrollment/Disenrollment Requirements"), including, without limitation, all Enrollment/Disenrollment Requirements that relate to the timeframes that apply to handling, processing and submission of enrollment and disenrollment requests for the Retiree GHP and that relate to the termination of a Plan Participant due to nonpayment of premiums. Customer agrees to forward enrollment and disenrollment forms completed by prospective and current Plan Participants to Aetna no later than ninety (90) days after the Plan Participant's effective date. Customer acknowledges that if there is a delay greater than ninety(90) 7 days between the time a Plan Participant submits an enrollment/disenrollment request to Customer and when the enrollment/disenrollment request is received by Aetna, the enrollment/disenrollment transaction may not be processed by CMS, unless Aetna requests and CMS approves a retroactive enrollment/disenrollment transaction for the prospective/current Plan Participant. Customer further acknowledges that Aetna will determine whether to submit retroactive enrollment and disenrollment transaction requests to CMS in accordance with applicable Medicare laws, rules and regulations, including CMS instructions. To the extent that the Customer has elected to electronically enroll and disenroll Plan Participants in and from the Retiree GHP, and Aetna has agreed to accept enrollment and disenrollment information from Customer through a roster and electronically process such enrollments and disenrollments, Customer must meet certain administrative and legal requirements set forth in this Section 9.B. Customer agrees: (a) To use enrollment and disenrollment forms approved by Aetna and CMS and provided by Aetna to Customer from time to time. As permitted under Medicare laws, rules and regulations and this Service Agreement, Customer may allow prospective Plan Participants to electronically submit an election form to enroll in the Retiree GHP("Online Enrollment Form") to Customer ("Online Election Process"). (b) To confirm that all enrollment and disenrollment forms and Online Enrollment Forms contain all data required by CMS, prior to requesting that Aetna process any Electronic Enrollments or Disenrollments. (c) To maintain and provide access to all Retiree GHP enrollment and disenrollment data from Plan Participants in accordance with the Records section of this Service Agreement and all applicable Medicare laws, rules and regulations. (d) To submit electronic enrollment and disenrollments to Aetna timely and accurately in accordance with CMS requirements, Aetna policies and procedures, and this Service Agreement. (e) To submit to Aetna all data elements that are required by CMS and Aetna with respect to each Electronic Enrollment and Disenrollment including, but not limited to, the following data elements: • Name • Permanent Address • Medicare Claim Number (HICN) • Gender • Date of Birth • Plan Selection • Provider Selection(if applicable) • Customer Number • Class Code • Plan ID 8 • Effective Date (f) That, if Aetna determines that the electronic enrollment or disenrollment information provided by Customer is incomplete, the electronic enrollment or disenrollment will not be processed; provided,however, that Aetna shall, within five business days of making the decision not to process, provide Customer with written notice of such fact. Electronic disenrollments deemed by Aetna to be complete will be processed by Aetna for the first of the month following receipt of the electronic file. (iii)Customer acknowledges that, per Enrollment/Disenrollment Requirements, the effective date of enrollments and disenrollments in the Retiree GHP cannot be earlier than the date the enrollment or disenrollment request was completed by a prospective or current Plan Participant. If approved by CMS, the effective date of an enrollment or disenrollment may be retroactive up to, but may not exceed, ninety(90) days from the date that Aetna received the enrollment or disenrollment request from Customer, and the enrollment or disenrollment form must be completed and signed by the prospective or current Plan Participant prior to the requested enrollment or disenrollment effective date. (iv)Customer acknowledges that CMS does not permit Customer to retroactively terminate a Plan Participant's coverage under the Retiree GHP if the Plan Participant no longer meets Customer's eligibility criteria to remain enrolled in the Retiree GHP. To meet these CMS requirements, Customer agrees to provide Aetna with written notice if Customer chooses to terminate a Plan Participant's coverage under the Retiree GHP based on loss of eligibility prior to the Customer's submission of a disenrollment request to Aetna, and Customer acknowledges that the Plan Participant's coverage termination effective date will determined in accordance with CMS requirements. Further, Customer agrees to notify Plan Participants of the termination at least twenty-one (21) calendar days prior to the effective date of the termination. All of the requirements described in this Section 9.B also apply equally to any third party administrator or other entity retained by Customer to accept enrollment/disenrollment requests for the Retiree GHP from prospective/current Plan Participants on Customer's behalf. 10.RECORDS (A) Customer shall furnish to Aetna, on a monthly basis (or as otherwise agreed and subject to CMS requirements), on Aetna's form(or such other form agreed to by the parties)by facsimile (or such other means agreed to by the parties), such information as Aetna may reasonably require to administer this Service Agreement. This includes, but is not limited to, information needed for enrollment, processing terminations, and effecting changes in family status. (B) Customer certifies, based on best knowledge, information and belief, that all enrollment and eligibility information that has been or will be supplied to Aetna is accurate, complete and truthful. To the extent such information is supplied to Aetna by Customer(in electronic or hard copy format), Customer acknowledges that Aetna can and will rely on such enrollment and eligibility information in determining whether an individual is eligible for Covered Benefits under this Service Agreement. 9 (C) Customer agrees to maintain Information and Records (as such terms are defined in subsection(D) below) in a current and organized manner and in accordance with applicable laws, rules and regulations; and to maintain such Information and Records for the longer of. (i) a period of ten(10) years from the end of the final contract period of any CMS contract of Aetna to offer the Part D EGWP Plan, (ii) the date the U.S. Department of Health and Human Services, the Comptroller General or their designees complete an audit, or(iii)the period required by applicable laws, rules or regulations. This Records section shall survive the termination of this Service Agreement, regardless of the cause of the termination. Customer agrees to provide Aetna and federal, state and local governmental authorities having jurisdiction, directly or through their designated agents (collectively"Government Officials"), upon request, access to all books, records and other papers, documents, materials and other information (including, but not limited to, contracts and financial records)whether in paper or electronic format, relating to the arrangement described in this Service Agreement("Information and Records"). Customer agrees to provide Aetna and Government Officials with access to Information and Records for as long as it is maintained as provided in subsection(C) above. Customer agrees to supply copies of Information and Records within fourteen(14) calendar days of Customer's receipt of the request, where practicable, and in no event later than the date required by any applicable law or regulatory authority. This Access to Information and Records subsection(D) shall survive the termination of this Service Agreement, regardless of the cause of termination. 11. CONFIDENTIALITY (A)Business Confidential Information -Each party acknowledges that performance of the Service Agreement may involve access to and disclosure of Customer and Aetna identifiable business proprietary data, rates, procedures, materials, lists, systems and information of the other(collectively "Business Confidential Information"). No Business Confidential Information shall be disclosed to any third party other than a party's representatives who have a need to know such Information in relation to administration of the Plan, and provided that such representatives are informed of the confidentiality provisions hereof and agree to abide by them. All such Information must be maintained in strict confidence. Customer agrees that Aetna may make lawful references to Customer in its marketing activities and in informing health care providers as to the organizations and plans for which Services are to be provided. Notwithstanding the generality of the foregoing, Aetna acknowledges and agrees that Customer is a government entity subject to certain legal requirements, including, but not limited to, compliance with the Texas Public Information Act, Tex. Gov't Code Chapter 552, and that in the event Customer is subject to a legal request or requirement to provide Aetna's Business Confidential Information, Customer shall not be obligated to withhold such information but shall be required to make all reasonable efforts to notify Aetna in a timely manner so that Aetna may pursue available legal recourse in an effort to protect its information. (B)Aetna Confidential Information—Any information with respect to Aetna's or any of its affiliate's fees or specific rates of payment to health care providers and any information which may allow determination of such fees or rates and any of the terms and provisions of the health care providers' agreements with Aetna or its affiliates are deemed to be Aetna Confidential Information. No disclosure of any such information may be made or permitted to Customer or to any third party whatsoever, including,but not limited to, any broker, consultant, auditor, reviewer, administrator or agent unless (i)Aetna has consented in writing to such disclosure and (ii) each such recipient has executed a confidentiality agreement in form satisfactory to Aetna's counsel. 10 (C)Plan Participant Confidential Information - In addition, each party will maintain the confidentiality of medical records and confidential Plan Participant-identifiable patient information ("Plan Participant Confidential Information"), and in accordance with the terms of the Business Associate Agreement attached as Appendix II to this Service Agreement. (D)Upon Termination - Upon termination of the Service Agreement, each party, upon the request of the other, will, to the extent allowed by law, return or destroy all copies of all of the other's Confidential Information in its possession or control except to the extent such Confidential Information must be retained pursuant to applicable law, to the extent such Confidential Information cannot be disaggregated from Aetna's databases, or except as otherwise provided under the Business Associate Addendum attached as Appendix II; provided,however, that Aetna may retain copies of any such Confidential Information in accordance with applicable CMS requirements, as it deems necessary for the defense of litigation concerning the Services it provided under the Service Agreement and for use in the processing of claims for Plan benefits, in accordance with the terms of Section 7(D) of this Service Agreement. In the event Aetna retains copies of Confidential Information other than those copies expressly permitted to be retained by this Section 11(D), Aetna shall notify the Customer in writing of such fact and shall identify the records so retained, upon Customer's written request. (E)Customer and Aetna acknowledge that compliance with the provisions of the foregoing paragraphs are necessary to protect the business and good will of each party and its affiliates and that any actual or potential breach will irreparably cause damage to each party or its affiliates for which money damages may not be adequate. Customer and Aetna therefore agree that if a party or party's representatives breach or attempt to breach paragraphs (A) through (D)hereof, the other party will not oppose such party's request for temporary, preliminary and permanent equitable relief, without bond, to restrain such breaches, together with any and all other legal and equitable remedies available under applicable law or under the Service Agreement. Either party shall be entitled to recover attorneys'fees and costs expended if the party prevails in any action related to such breach or attempted breach. 12. AUDIT RIGHTS (A)General Guidelines -For the purpose of this Services Agreement, an "audit" is defined as performing a detailed review of health claim transactions for the purpose of assessing the accuracy of benefit determinations. Audits must be commenced within two (2) years following the conclusion of the period being audited. Audits of performance guarantees must be commenced in the year following the conclusion of the period to which the performance guarantee results apply. Audits must be performed at the location where Customer's claims are processed, or at the closest Aetna office to the Customer in the United States. Notwithstanding the foregoing, in the event and to the extent that the Customer's claims are processed in a location) outside the continental United States, Aetna will provide copies, at Aetna's own expense, of all documents that the Customer reasonably requests to review in connection with an audit. Aetna is not responsible for paying Customers' audit fees or the costs associated with the audit. Customer shall reimburse Aetna for Aetna's actual documented costs for any audit which (i)requires Aetna to make records available for more than a total of five(5) full business days, (ii) contains a 11 sample size that exceeds the sum of in excess of 400 claim transactions from the period being audited,The Customer represents that it has informed its Plan Participants that Plan Participant Confidential Information may be used in connection with audits. Any requested payment from Aetna resulting from the audit must be based upon documented findings, agreed to by both parties, and must be directly attributable to Aetna's actions or inactions. If it has been determined that there is a potential systemic error or benefit issue arising from the audit, Aetna will use its internal resources to identify potential underpayments and overpayments for recovery to the provider or member as appropriate. Aetna will provide the customer with a response and action plan on any confirmed errors or trends, or any follow-up action. (B)Auditor Qualifications and Requirements - Customer retains the sole discretion to select an individual to conduct audits on its behalf. Such individual selected by the Customer shall perform his/her review in accordance with published administrative safeguards and procedures against unauthorized use or disclosure(in the audit report or otherwise) of any individually identifiable information(including health care information) contained in the information to be audited. Such individual will not make or retain any record of provider negotiated rates included in the audited transactions, or payment identifying information concerning treatment of drug or alcohol abuse, mental/nervous conditions, or HIV/AIDS or genetic markers, in connection with any audit. In accordance with the provisions of Section 8.207 through 8.209 of the International Federation of Accountants (IFAC) Code of Ethics For Professional Accountants (Revised 2004), auditors may not be compensated on the basis of a contingency fee or a percentage of overpayments identified. Audits of any services are subject to any related proprietary and confidentiality requirements protecting the nature of the data. (C)Audit Coordination - Customer will provide reasonable advance notice of its intent to audit and will complete an Audit Request Form providing information reasonably requested by Aetna. Further, Customer or its representative will provide Aetna at least four(4) weeks in advance of the desired audit date, with a complete and accurate listing of the transactions to be pulled for the audit, and with identification of the potential auditor. Notification requirements may exceed four weeks for audit requests involving large sample sizes (e.g., greater than 400 transactions). No audit may commence until the Audit Request Form is completed and executed by the Customer, the auditor, and Aetna. (D)Identification of Audit Sample - Unless otherwise specified in Appendix II, Performance Guarantees, the sample must be based on a statistical random sampling methodology(e.g., systematic random sampling, simple random sampling, stratified random sampling.)Aetna reserves the right to review and advise of any concerns they have with the sample, size, the objectives or the sampling methodology proposed by the auditors. (E)Closing Meeting- The auditors will provide their draft audit findings to Aetna, in writing, on the same date the draft audit findings are presented to Customer, and auditors shall discuss their draft audit findings with Aetna at this stage of the audit process. (F)Audit Reports - Aetna will have a right to receive the final draft Audit Report,before delivery to the Customer. Aetna shall have the right to include with the final Audit Report a supplementary statement containing facts that Aetna considers pertinent to the audit. 12 (G) Drug Rebate Audits - Aetna will share rebate information with a qualified auditor under a strict confidentiality agreement that prohibits disclosure of such information to any third party, including Customer, and use of such information for any purposes other than the rebate audit. The confidentiality agreement will be in a form agreeable to Aetna. The auditor will be provided with the relevant portions of the applicable rebate contracts, including, but not limited to, the manufacturer names, prescription drug names, details of all monies as defined by the term Drug Rebate, and rebate amounts for the prescription drugs being audited. The parties will reasonably cooperate to select prescription drugs for each audit that: (i) represent the fewest unique manufacturer rebate contracts required for audit so that the selected drugs represent up to a maximum of 15% of Drug Rebates; and (ii) are subject to manufacturer rebate agreements that do not contain restrictions prohibiting Aetna from disclosing to Customer portions of such contracts concerning the Drug Rebates, payments or fees payable thereunder. For purposes of this Section, the term"Aetna" shall not include subcontractor. The audit may be conducted once annually from January through September at Aetna's designated offices as scheduled by agreement of the parties, but not sooner than sixty(60) days after receipt of a signed confidentiality agreement from the auditor. In addition, in the event this Service Agreement is terminated, Customer may only conduct one audit under this Section 12(G) and the audit date must be within twenty-four (24) months following the date of termination of this Service Agreement. In addition to the above stated auditor qualification, auditor must also have no conflict of interest or past business or other relationship which would prevent the auditor from performing an independent audit to conclusion. A conflict of interest includes, but is not limited to, a situation in which the audit agent: (i) is employed by an entity, or any affiliate of such entity, which is a competitor to Aetna's benefits or claims administration business or Aetna's mail order or specialty pharmacy businesses; (ii) is affiliated with a vendor subcontracted by Aetna to adjudicate claims or provide services in connection with Aetna's administration of benefits or provision of mail order or specialty pharmacy services. 13. RECOVERY OF OVERPAYMENTS The parties will cooperate fully to make reasonable efforts to recover overpayments of Plan benefits. If it is determined that any payment has been made by Aetna to or on behalf of an ineligible person or if it is determined that more than the appropriate amount has been paid, Aetna shall undertake good faith efforts to recover the erroneous payment. For the purpose of this provision, "good faith efforts" constitute Aetna's outreach to the responsible party twice via letter, phone, email or other means to attempt to recover the payment at issue. If those efforts are unsuccessful in obtaining recovery, Aetna may use an outside vendor, collection agency or attorney to pursue recovery unless the Customer directs otherwise. Except as stated in this section, Aetna has no other obligation with respect to the recovery of overpayments. Overpayment recoveries made through third party recovery vendors, collection agencies, or attorneys are credited to Customer net of fees charged by those entities. Overpayments must be determined by direct proof of specific claims. Indirect or inferential methods of proof—such as statistical sampling, extrapolation of error rate to the population, etc. —may not be used to determine overpayments. In addition, application of software or other review processes that analyze 13 claims in a manner different from the claim determination and payment procedures and standards used by Aetna may not be used to determine overpayments. Customer may not seek collection, or use a third party to seek collection, of benefit payments or overpayments from contracted pharmacies, since all such recoveries are subject to the terms and provisions of the pharmacies' proprietary contracts with or for Aetna. For the purpose of determining whether a pharmacy has or has not been overpaid, Customer agrees that the rates paid to contracting pharmacies for Covered Benefits shall be governed by the pharmacies' contracts. 14. INDEMNIFICATION (A)Aetna shall indemnify and hold harmless Customer, its directors, officers, and employees (acting in the course of their employment, but not as Plan Participants)for that portion of any third party loss, liability, damage, expense, settlement, cost or obligation(including reasonable attorneys' fees but excluding payment of plan benefits) (i) caused directly by the willful misconduct, criminal conduct, breach of the Service Agreement, fraud,breach of fiduciary responsibility, or failure to comply with Section 4 above or any applicable state or federal law by Aetna or Aetna's subcontractor or agent related to or arising out of the Services provided under the Service Agreement or(ii) resulting from any assessments and penalties incurred by Customer by reason of Aetna's failure to provide the Services contemplated hereunder, and any interest thereon; or(iii) in connection with the use or further disclosure of member identifiable information by Aetna or Aetna's subcontractor or agent. . (B) Omitted by agreement of the parties. (C)The party seeking indemnification under(A) above must notify the indemnifying party within 30 days in writing of any actual or threatened action, suit or proceeding to which it claims such indemnification applies. Failure to so notify the indemnifying party shall not be deemed a waiver of the right to seek indemnification, unless the actions of the indemnifying party have been prejudiced by the failure of the other party to provide notice within the required time period. The indemnifying party may then take steps to be joined as a party to such proceeding, and the party seeking indemnification shall not oppose any such joinder. Whether or not such joinder takes place, the indemnifying party shall provide the defense with respect to claims to which this Section applies and in doing so shall have the right to control the defense and settlement with respect to such claims. The party seeking indemnification may assume responsibility for the direction of its own defense at any time, including the right to settle or compromise any claim against it without the consent of the indemnifying party, provided that in doing so it shall be deemed to have waived its right to indemnification, except in cases where the indemnifying party has declined to defend against the claim. (D)Customer and Aetna agree that: (i) Aetna does not render medical services or treatments to Plan Participants; (ii) neither Customer nor Aetna is responsible for the health care that is delivered by contracting health care providers; (iii)health care providers are solely responsible for the health care they deliver to Plan Participants; (iv)health care providers are not the agents or employees of Customer or Aetna; and (v) the indemnification obligations of(A) or(B) above do not apply to any portion of any loss, liability, damage, expense, settlement, cost or obligation caused by the acts or omissions of health care providers with respect to Plan Participants. 14 (E)The indemnification obligations under(A) above shall not apply to that portion of any loss, liability, damage, expense, settlement, cost or obligation caused by any act undertaken by Aetna at the direction of Customer, or by any failure, refusal, or omission to act, directed by the Customer(other than services described in the Service Agreement). The indemnification obligations under this Section 14 shall terminate upon the termination of this Service Agreement, except with respect to any matter concerning a claim that has been asserted by notice to the other party at the time of such termination or within the applicable statute of limitations relating to such claim. 15. DEFENSE OF CLAIM LITIGATION In the event of a legal, administrative or other action arising out of the administration, processing or determination of a claim for Covered Benefits, Aetna shall undertake the defense of such action at its expense and in accordance with CMS requirements. If Customer is also named as a party to such action, Aetna will defend Customer PROVIDED the action relates solely and directly to actions or failure to act by Aetna and there is no conflict of interest between the parties. Customer agrees to pay the amount of Covered Benefits included in any judgment or settlement in such action. Aetna shall not be liable for any other part of such judgment or settlement, including but not limited to legal expenses and punitive damages, except to the extent provided in Section 14 Indemnification of the Service Agreement. Notwithstanding anything to the contrary in the Defense of Litigation clause above, in any multi-claim provider litigation, (including arbitration), disputing reimbursement for benefits for more than one Plan Sponsor, Customer authorizes Aetna to defend and reasonably settle Customer's benefit claims in such litigation. 16.REMEDIES Other than in an action between the parties for third party indemnification, neither party shall be liable to the other for any consequential, incidental or punitive damages whatsoever. 17. DISPUTE RESOLUTION. (a) Informal Dispute. In the event of a dispute, the parties shall first attempt in good faith to promptly resolve any dispute arising out of or relating to this Agreement, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable relief granted by a court of competent jurisdiction, by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of the contract. Any party shall give the other party written notice of any dispute not resolved in the normal course of business, including the prescribed period to cure alleged breaches of contract. Within ten(10) business days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and the response shall include(a) a statement of each party's position and a summary of arguments supporting that position, and(b)the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty(30) calendar days after the delivery of the disputing party's notice, the executives of both parties shall meet at the mutually convenient time and place, and thereafter attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored to the extent practicable. To the extent permitted by 15 applicable law, all negotiations pursuant to this provision are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. (b) Mediation. If the dispute is not resolved by negotiation between executives within thirty(30) calendar days after the initial meeting between the executives under subsection(a) above, the parties may, upon mutual written consent, endeavor to settle the dispute by mediation under the then current American Arbitration Association(AAA)Mediation Procedures. Unless otherwise agree, the parties will select a mutually agreed upon mediator from AAA Panels of Mediators with specific expertise in employee benefits or similar subject. Each party shall be liable for its own costs and the parties will share equally in the costs of the mediator. 18. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) COMPLIANCE In accordance with the services being provided under the Service Agreement, Aetna will have access to, create and/or receive certain Protected Health Information("PHI as defined in Appendix II), thus necessitating a written agreement that meets the applicable requirements of the privacy and security rules promulgated by the Federal Department of Health and Human Services ("HHS"). Customer and Aetna mutually agree to satisfy the foregoing regulatory requirements through Appendix II to the Service Agreement. As of the effective dates set forth therein, the provisions of Appendix II supersede any other provision of the Service Agreement, which may be in conflict with such Appendix on or after the applicable effective date. 19. Reserved 20. GENERAL (A)Relationship of the Parties - It is understood and agreed that Aetna is an agent with respect to claim payments and an independent contractor with respect to all other Services being performed pursuant to the Service Agreement. Aetna makes no guarantee and disclaims any obligation to make any specific health care providers or any particular number of health care providers available for use by Plan Participants or that any level of discounts or savings will be afforded to or realized by Customer, the Plan or Plan Participants. (B)Subcontractors -The work to be performed by Aetna under the Service Agreement may, at its discretion,be performed directly by it or wholly or in part through a subsidiary or affiliate or under a contract with an organization of its choosing provided,however, that Aetna shall, on request, provide Customer with a current list of all subsidiaries, affiliates, and contractors providing Services on Aetna's behalf. Aetna will remain liable for Services under the Service Agreement. Customer acknowledges that Aetna's agreements with its contractors are generally confidential and not subject to disclosure to Customer. However, to the extent Aetna enters into a relationship with a contractor to perform a component of the Services exclusively for Customer, Aetna shall afford Customer the ability to review those portions of Aetna's agreement with the contractor that may be necessary for Customer to determine what Services are performed by Aetna and what Services are performed by the contractor. In such event, Aetna may redact the agreement to protect pricing information and any other terms that are competitively sensitive. 16 (C)Advancement of Funds - If, in the normal course of business under the Service Agreement, Aetna, or any other financial organization with which Aetna has a working arrangement, chooses to advance any funds, Customer shall reimburse Aetna or such other financial organization for such payment. In no event shall such advances by Aetna or any another financial organization be construed as obligating Aetna or such organization to make further advances, or to assume liability of Customer for the payment of Covered Benefits. (D)Communications -Aetna and Customer shall be entitled to rely upon any communication believed by them to be genuine and to have been signed or presented by the proper party or parties. Neither party shall be bound by any notice, direction,requisition or request unless and until it shall have been received in writing at(i) in the case of Aetna, 151 Farmington Avenue, Hartford, Connecticut 06156, Attention: Plan Sponsor Services Site Manager, Aetna, (ii) in the case of the Customer, at the address shown below, or(iii) at such other address as either party specifies for the purposes of the Service Agreement by notice in writing addressed to the other party. Notices or communications shall be sent by mail, facsimile transmission or other means of communication. Address: 1000 Throckmorton Fort Worth,TX 76102 (E)Force Majeure -Neither party shall be liable for any failure to meet any of the obligations or provide any of the Services or benefits specified or required under the Service Agreement where such failure to perform is due to any contingency beyond the reasonable control of the obligated party„ its employees, officers or directors. Such contingencies include,but are not limited to: acts or omissions of any person or entity not employed or reasonably controlled by the obligated party„ its employees, officers or directors; acts of God; terrorism,pandemic, fires; wars; accidents; labor disputes or shortages; and governmental laws, ordinances, rules, regulations, or the opinions rendered by any Court, whether valid or invalid. Prior to any suspension or termination of Services, Aetna will work in good faith to resolve any issues. Notwithstanding the foregoing, Customer's obligation to fund claims in accordance with Section 8 shall in no event be extended beyond seven calendar days, after which time Aetna may exercise its right to terminate the Services Agreement in accordance with Section 7(C)(2). Nothing in this Section 20(E) shall limit Aetna's right under Section 7(C)(2) to mitigate its credit exposure by suspending the processing of benefit payment requests until the requested funds have been provided. (F)Health Care Reform - The Patient Protection and Affordable Care Act of 2010 contains provisions that may have a material effect on Customer's benefit Plans. Many of these provisions are subject to further clarification through rulemaking which has not been completed, and may be modified by subsequent legislative or judicial action. Customer is advised to seek its own legal counsel concerning the effect of the Act on Customer's Plans. Aetna reserves the right to modify its products, services, rates and fees, in response to legislation, regulation or requests of government authorities resulting in material changes to plan benefits, provided,however, that no such modification shall be effective as to Customer until at least one hundred and eighty(180) days after the date Aetna provides Customer with written notification of the modification unless the Health and Human Services Department or other applicable law requires such modification be effective sooner. 17 (G) Accreditation and Qualification Status. Aetna may from time to time obtain voluntary accreditation or qualification status from a private accreditation organization or government agency. Aetna makes no express or implied warranty about Aetna's continued qualification or accreditation status. (H)Amendment. Except as provided in the following sentence, no modification or amendment of this Service Agreement shall be valid unless in writing signed by a duly authorized representative of Aetna and a duly authorized representative of Customer. Notwithstanding the generality of the foregoing, this Service Agreement shall be deemed to be automatically amended to conform with all laws, rules and regulations promulgated at any time by any state or federal regulatory agency or authority having supervisory authority over Aetna; provided,however, that Aetna shall be obligated to promptly notify Customer of any such amendment. (I) Miscellaneous -The Service Agreement shall be governed by and interpreted in accordance with applicable federal law. To the extent such federal law does not govern, the Service Agreement shall be governed by Texas law and the courts in such state shall have sole and exclusive jurisdiction of any dispute related hereto or arising hereunder. No delay or failure of either party in exercising any right hereunder shall be deemed to constitute a waiver of that right. There are no intended third party beneficiaries of the Service Agreement. This Section and Sections 3 through 13 and 15 through 17 INiewll survive termination of the Service Agreement solely to the extent required to effectuate the ent of the parties as expressed in the listed provisions. The provisions of Section 14 shall survive ed mination only to the extent stated therein. The headings in the Service Agreement are for erence only and shall not affect the interpretation or construction of the Service Agreement. This vice Agreement (including incorporated attachments) constitutes the complete and exclusive tract between the parties with respect to those Services addressed herein and supersedes any and prior or contemporaneous oral or written communications or proposals not expressly included ein. By executing this Service Agreement, Customer acknowledges and agrees that it has rev all terms and conditions incorporated into this Service Agreement and intends to be legally bound by the same. The parties incorporate the recitals into this Service Agreement as representations of fact to each other. IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be executed by their duly authorized representatives as of the day and year first written herein. CUSTOMER AETNA LIFE INSURANCE COMPANY on behalf of itself and its affiliates and CITY OF FORT WORTH subsidiaries: By: By;_� y Name: ; Sa vn I`I Q vl I� S Tami Polsonetti Title: SS� • r V `q G�O��Z� Sales Director-Public and Labor Sector Date: 1 I Y `� Date: December 11 2014 <� APPROVED AS TO Attested b • $ 10 MA D L GALITY: 18 °°�° °;���► Mary J. er, (;i Secre �A S � AS ST Vi fY ATTORNEY MEDICARE PART D EMPLOYER/UNION-ONLY GROUP WAIVER PLAN ("EGWP") STATEMENT OF AVAILABLE SERVICES EFFECTIVE January 1,2013 MASTER SERVICES AGREEMENT No.MSA-455698 Subject to the terms and conditions of the Service Agreement, the Services available from Aetna are described below. Unless otherwise agreed in writing, only the Services selected by Customer in the Service and Fee Schedule(as modified by Aetna from time to time pursuant to Section 6 of the Master Service Agreement) will be provided by Aetna. Additional Services may be provided at Customer's written request under the terms of the Service Agreement. This Statement of Available Services ("SAS") shall supersede any previous SAS or other document describing the Services. This SAS sets forth the terms and conditions pursuant to which Aetna will administer Customer's Retiree GHP. Aetna has been certified by the Centers for Medicare and Medicaid Services ("CMS") as a Medicare Sponsor and is authorized to offer one or more Medicare Part D drug plans. Aetna agrees to provide Customer with a Part D EGWP Plan and administrative services for the Retiree GHP. I. Administration Services: A. Covered Benefits. Aetna will arrange for Covered Benefits to Plan Participants subject to the terms and conditions of the Master Services Agreement, this SAS, and applicable CMS requirements. Plan Participants are subject to all of the conditions and provisions contained herein and in the incorporated documents. B. Renewal and Changes. This SAS is subject to the annual renewal of Aetna's contract with CMS pursuant to which the Part D EGWP Plan is offered. Covered Benefits and/or Plan Participant Payment requirements are also subject to annual change. Should CMS terminate Aetna's contract or should Aetna decide not to renew its contract with CMS, Plan Participants shall be given notice of such termination in accordance with the Evidence of Coverage ("EOC") and any applicable laws, rules and regulations, including, without limitation, CMS requirements. II. Uniform Plan Participant Payments and Low Income Subsidy. (i) Customer shall comply with the following conditions with respect to any subsidization of Plan Participant Payments by Customer and any required Plan Participant Payment by the Plan Participant: (a) Customer may subsidize different amounts of Plan Participant Payments for different classes of Plan Participants and their eligible dependents, provided such classes are reasonable and based on objective business criteria, such as years of service, business location,job category, and nature of compensation (e.g., salaried vs. hourly). Classes of Plan Participants and their eligible dependents cannot be based on eligibility for the Low Income Subsidy ("LIS")provided by CMS for certain individuals. (b) Plan Participant Payment contribution levels cannot vary for Plan Participants within a given class. 19 (c) Direct subsidy payments from CMS to Aetna shall be passed through by Aetna to reduce the amount of any required Plan Participant Payment so the Plan Participant in no event shall be required to pay more than the sum of: (I) the standard Medicare Part D premium, net of the direct subsidy payment from CMS, and(II) one hundred percent(100%) for any Supplemental Benefits selected by the Plan Participant under the Plan. (ii) Customer shall comply with the following conditions with respect to any LIS payment received from CMS for any LIS-eligible Plan Participant: (a) Any monthly LIS payment received from CMS for an LIS-eligible Plan Participant shall be used to reduce any Plan Participant Payment. Any remainder may then be used to reduce the amount of the Customer's obligation, if any. (b) If the LIS payment for any LIS-eligible Plan Participant is less than the Plan Participant Payment required by such individual (including the Plan Participant Payment for Supplemental Benefits, if any), Customer shall communicate with the LIS-eligible Plan Participant about the cost of remaining enrolled in Customer's Retiree GHP versus obtaining coverage as an individual under another Medicare Part D Prescription Drug plan. III.Policies and Procedures; Compliance Verification. Customer agrees to comply with all policies and procedures established by Aetna in administering and interpreting this SAS. Aetna will notify Customer of any policies and procedures that Customer is required to comply with under this Section (including those conditions and procedures set forth in Section II). Customer shall, upon request, provide a certification of its compliance with the requirements for a group as defined under applicable law or regulation. IV. Plan Materials. Customer shall assure that any Plan Participant materials that have not been(i) provided by Aetna or(ii) approved by CMS comply with the following alternative disclosure standards: the Employee Retirement Income Security Act of 1974, as amended or: any alternative disclosure standards applicable to state or local entities that provide employee/retiree benefits. V. ERISA. Customer represents and warrants that it is not subject to the Employee Retirement Income Security Act of 1974. VI. Medicare Secondary Paver Requirements (i) Aetna and Customer agree to comply with all Medicare Secondary Payer("MSP") provisions set forth in federal laws, rules and regulations and CMS instructions that apply to Customer, the Retiree GHP and Aetna ("MSP Requirements"). (ii) Aetna and Customer agree to comply with all MSP Requirements applicable to Customer's active employees and retirees and their dependents who are Medicare beneficiaries diagnosed with End Stage Renal Disease(ESRD) ("ESRD Beneficiaries" or "ESRD Beneficiary"), including, without limitation, those MSP Requirements set forth in 20 42 U.S.C. § 1395y(b)(1)(C), 42 C.F.R. §§ 411.102(a),411.161, and 411.162 and 42 C.F.R. §§ 423. 462, 422.106 and 422.108 ("ESRD MSP Requirements") (iii)Customer acknowledges and agrees that if an ESRD Beneficiary is eligible for or entitled to Medicare based on ESRD, the MSP Requirements require the commercial group health plan offered by Customer("GHP") to be the primary payer for the first thirty(30) months of the ESRD Beneficiary's Medicare eligibility or entitlement("30-month coordination period"), regardless of the number of employees employed by Customer and regardless of whether the ESRD Beneficiary is a current employee or retiree. (iv)ln furtherance of Aetna's and Customer's compliance with ESRD MSP Requirements, Customer agrees to confirm whether ESRD Beneficiaries are in their 30-month coordination period, and not seek to enroll ESRD Beneficiaries in the Retiree GHP during their 30-month coordination period unless coverage under the GHP is maintained for such ESRD Beneficiaries for that period. If Customer seeks to enroll an ESRD Beneficiary in the Retiree GHP, Customer agrees to provide Aetna, upon request, with information or documentation to verify compliance with ESRD MSP Requirements, including any MSP reporting or other requirements established by CMS. VII. Total Plan Revenue and Reconciliation A. Total Plan Revenues. During the term of this Service Agreement: (i) Aetna shall be entitled to reimbursement from Customer for Customer's monthly Drug Costs, net of actual Total Plan Revenues; (ii) Customer shall be entitled to payment from Aetna for any Total Plan Revenue in excess of the Drug Costs; and (iii)When the Drug Costs exceed the Total Plan Revenue, Customer shall pay Aetna the amount by which Drug Costs exceed Total Plan Revenue. Customer shall pay Aetna the amount of such shortage in accordance with Section VILB. Customer agrees that, in no event, is Aetna responsible for any amount by which Drug Costs net of Drug Rebates exceeds CMS Payments in any Plan Year under this Service Agreement. In the event that the Total Plan Revenue exceeds Drug Costs, Aetna shall credit such excess towards the future Drug Costs. B. Reconciliation. All reconciliations under this Service Agreement shall be performed in accordance with the following: (i) Account: Aetna will collect Total Plan Revenue and pay claims for Covered Benefits and expenses of the Retiree GHP through an Aetna bank account. (ii) Monthly Claim Detail Report: Aetna shall provide Customer with monthly reports that track the Total Plan Revenue and Drug Costs for the month (the"Claim Detail Report"). (iii)Excess/Shortfall: In the event the Claim Detail Report under Section VILB. (ii)reveals that Total Plan Revenue for the month is less than the Drug Costs for the same period, such shortfall shall be paid by Customer to Aetna within thirty(30) days from the date of 21 Customer's receipt of the Claim Detail Report. In the event that the Monthly Claim Detail Report reveals that Total Plan Revenue exceeds the Drug Costs for the same period, such excess shall be credited toward future Drug Costs within thirty(30) days of receipt. C. Adjustments. (i) Subsidy Payments. CMS Payments are subject to adjustment in accordance with CMS requirements including, but not limited to, 42 CFR §§ 423.293, 423.315(f) and 423.343. (ii) Low Income Subsidy Eligible Individuals. The parties hereto acknowledge and agree that the CMS Payments may include certain subsidies for Members qualify as low income subsidy eligible individuals and that low-income cost sharing subsidies are subject to adjustment under 42 CFR § 423.329(d) (2). The parties further acknowledge and agree that the interim low-income cost sharing payments by CMS to Aetna are held by Aetna on behalf of CMS and do not become CMS Payments except to the extent that such interim payments are reconciled by CMS as actual incurred low-income cost sharing costs as contemplated by 42 CFR §§ 423.329(d) (ii) and 423.343(d). (iii)Reinsurance. The parties acknowledge and agree (a) that reinsurance subsidies are subject to adjustment and reconciliation under 42 CFR § 423.343(d), (b) that allowable costs for reinsurance subsidies are limited to costs actually incurred by Aetna net of discounts and Drug Rebates, (c)that the amount of Drug Rebates actually received by Aetna(including the amount of Drug Rebates for Covered Part D Drugs furnished to Members) will affect the reconciliation of reinsurance subsidies payable by CMS, and (d) that the calculation of CMS Payments will reflect the reconciliation of reinsurance subsidies payable by CMS to Aetna. (iv)Other Adjustments. If, at any time during the applicable Plan Year, (a)CMS or any other governmental authority with jurisdiction over the Part D EGWP Plan determines that Aetna has been overpaid or underpaid with respect to Plan Participants or(b) CMS otherwise reconciles any amounts that have been paid to Aetna with respect to Plan Participants, then the overpayment, underpayment or reconciliation amount, as applicable, shall be allocated to Customer as follows: (I) any amounts received by Aetna as a result of underpayment determination or other reconciliation shall be accounted for in the monthly Claim Detail Report; and(I1) any amounts which Aetna must refund to CMS as a result of an overpayment determination or other reconciliation, shall, as between Aetna and Customer, be the sole financial responsibility of Customer, and Customer shall reimburse Aetna for any amount which Aetna is required to refund to CMS within 30 days of receipt of written documentation of such payment obligation. Notwithstanding the foregoing, Aetna shall promptly provide Customer with notice of any audits by CMS or any other applicable governmental authority which Aetna is notified will examine the arrangement contemplated by this Service Agreement. Aetna shall share the audit results and outcomes to the process (including, but not limited to, the right to challenge any audit results) with Customer 22 VIII. General Provisions A. Accreditation and Qualification Status. Aetna may from time to time obtain voluntary accreditation or qualification status from a private accreditation organization or government agency. Aetna makes no express or implied warranty about Aetna's continued qualification or accreditation status. B. Amendment. This SAS shall be deemed to be automatically amended to conform with all laws, rules and regulations promulgated at any time by any state or federal regulatory agency or authority having supervisory authority over Aetna. 23 Service and Fee Schedule for Self-Insured Medicare Part D Employer Group Waiver Plan City of Fort Worth 24 Effective Date 01/01/2013 Benefit Plan $101$301$5W Frce Points ,. Participating Retail Fharm in Rx Hame Delmer -,,,e,w- or, , Y Guaranteed Year 1: AWP— 14.70% Year 1: AWP—23.00% AVWP Year 2: AWP— 14.70% Year 2: AWP—23.00% Discount Year 3: AWP— 14.70% Year 3: AWP—23.00% Brand Drugs Year 1: $1.00 Year 1: $0.00 Guaranteed Year 2: $1.00 Year 2: $0.00 Dispensing Fee/Rx Year 3: $1.00 Year 3: $0.00 Year 1: AWP—75.40% Year 1: AWP—78.00% (overall, includes MAC and non- (overall, includes MAC and non- MAC) MAC) Guaranteed Year 2: AWP—75.40% Year 2: AWP—78.00% 2)AWP (overall, includes MAC and non- (overall, includes MAC and non- MAC) MAC) Discount Year 3: AWP—75.40% Year 3: AWP—78.00% Generic (overall, includes MAC and non- (overall, includes MAC and non- Drugs MAC) MAC) Guaranteed Year 1: $1.00 Year 1: $0.00 Dispensing Year 2: $1.00 Year 2: $0.00 Fee/Rx Year 3: $1.00 Year 3: $0.00 Retail and Mail discount includes all generics (single-source and multi-source) The Year 1: $8.36 (PMPM) following Year 2: $8.36 (PMPM) Administrativ administrati Year 3: $8.36 ( PMPM) e Fee ve fee will apply: Year 1: Greater of 100.00% or Year 1: Greater of 100.00% or Plan $23.73 $74.08 sponsor will Per Brand Script Per Brand Script receive the Year 2: Greater of 100.00% or Year 2: Greater of 100.00% or Rebates following $23.73 $74.08 Per Brand Script Per Brand Script minimum Year 3: Greater of 100.00% or Year 3: Greater of 100.00% or rebate $23.73 $74.08 guarantees: Per Brand Script Per Brand Script To qualify for 3 Tier Rebates, plan sponsor must maintain a minimum$15.00 copayment differential between preferred brand and non-preferred brand drugs, or in the case of a coinsurance plan, a minimum 15% difference in the coinsurance percentage between preferred brand and non-preferred brand drugs (e.g., 20%/35%). 25 (2) Excludes discounts for(a)home infusion drugs ("Home Infusion"), (b) drugs dispensed by the Indian Health Service, an agency within the U.S. Department of Health and Human Services ("Indian Health"), (c) drugs dispensed to Plan Participants that are residents in a long term care facility("Long Term Care"), and(d) drugs dispensed in a US territory(i.e., American Samoa, Federated States of Micronesia, Guam, Midway Islands, Northern Mariana Islands, Puerto Rico, Republic of Palau, Republic of the Marshall Islands, and the US Virgin Islands) ("Territory"). The brand and generic Discounts and dispensing fees provided above do not include claims for over the counter products, specialty products dispensed through Aetna Specialty Pharmacy or direct member claims. Aetna will adjudicate claims through our retail pharmacy network at the lowest of U&C, MAC, or discounted AWP. Producer Compensation Aetna may pay a varying producer compensation to Customer's benefit consultant for services provided to Aetna or Customer and Customer acknowledges and consents to Aetna paying such producer compensation. Information regarding the producer compensation is available through the Customer's benefit consultant or Aetna. Assumptions A. The Service Fees and Services set forth herein are based on, among other things, the assumption that a total of 1,654 of Customer's Medicare-eligible retirees will be receiving Covered Services through Aetna. If there is a change of greater than 10% of this enrollment or in the geographic, demographic or eligible mix of the population,Aetna reserves the right to revisit the structure and/or conditions of this Service and Fee Schedule. B. For the purposes of Discounts, the savings percentage will be calculated by dividing the AWP less the ingredient cost for the drugs dispensed by the AWP for such drugs. For each eligible prescription- drug claim, Calculated Ingredient Cost will be calculated at the lesser of the applicable MAC, or AWP Discount price in determining the Discount achieved for purposes of calculating Discounts, including 100% Plan Participant cost share Claims at the applicable calculated Discount prior to the application of the Plan Participant cost share. Cost Share will be calculated on the basis of the rates charged to Customer by Aetna for Covered Services except as required by law to be otherwise. The Generic Drug Discount includes Multi-Source Brand Products that are subject to MAC pricing. C. Discount and dispensing fee guarantees shall not apply to claims for OTC products, supplies, vaccines, Compound Prescriptions, subrogation claims, U&C claims and in-house or 340B pharmacy claims and specialty products dispensed by Aetna Specialty Pharmacy. D. Rebates will be distributed on a contract quarterly basis. Rebate allocations will be made within 180 days from the end of such allocation period.Rebates are not available for claims arising from Participating Pharmacies dispensing prescription drugs subject to either their(i) own manufacturer rebate contracts or(ii)participation in the 340B Drug Pricing Program codified as Section 340B of the Public Health Service Act or other Federal government pharmaceutical purchasing program. Customer understands and agrees that Aetna shall use a formulary developed and approved by Aetna in administration of the Plan in order for Customer to be eligible to receive Rebates as provided in the Service and Fee Schedule as set forth herein. Furthermore, Customer understands and agrees that the 26 Part D EGWP Plan is subject to CMS requirements. Rebates are paid on specialty products dispensed through Participating Pharmacies and covered under the Plan. Rebate, Discount and dispensing fee guarantees are based on the Plan in effect and as disclosed to Aetna during any Agreement Period. Accordingly, if Customer fails to disclose to Aetna that it employs, or intends to employ, major cost sharing changes, any utilization management program during any Agreement Period, Aetna reserves the right to adjust Guarantees. E. Retail and Mail Order rebate guarantee components are measured individually and reconciled in aggregate on an annual basis within 120 days of the end of the calendar year. F. Retail brand, retail generic, mail order brand and mail order generic discount and dispensing guarantee components are measured individually and reconciled individually on an annual basis within 120 days of the end of the calendar year. G. PPACA -Aetna reserves the right to modify its products, services, and fees, and to recoup any costs, taxes, fees, or assessments, in response to legislation,regulation or requests of government authorities, Any taxes or fees (assessments) applied to the Plan related to The Patient Protection and Affordable Care Act(PPACA) will be solely the obligation of Customer. The Patient Protection and Affordable Care Act imposes a new fee called the Health Insurance Provider Fee. H. Aetna reserves the right to make appropriate changes to these guarantees if(a) there are any changes in the composition of Aetna's pharmacy network or in Aetna's pharmacy network contract compensation rates, or the structure of the pharmacy stores/chains/vendors that are contracted with Aetna, including but not limited to disruption in the retail pharmacy delivery model, and bankruptcy of a chain pharmacy materially impacting Aetna's net income derived under this Agreement, or(b) there is a change in government laws or regulations which have a significant impact on pharmacy claim costs, or (c) any material manufacturer rebate contracts with Aetna are terminated or modified in whole or in part, (d) there is any legal action or law that materially affects or could materially affect the manner in which Aetna administers the rebate program, or if an existing law is interpreted so as to materially affect or potentially have a material affect on Aetna's administration of the program, or(e) there is a material change in the Plan that is initiated by the Customer which impacts Aetna's costs. 1. Customer and Aetna agree that AWP, the underlying financial basis of the Statement of Available Services and this Service and Fee Schedule,may become modified or discontinued by means outside of the control of Customer and Aetna, thereby impairing the financial intent of the parties hereunder. In the event of such modification or discontinuance, the parties agree that Aetna, in order to preserve such financial intent, may opt to (i) change the AWP source from MediSpan to another AWP source, (ii) maintain the AWP as modified but make appropriate adjustments with Customer and/or Participating Pharmacies,or(iii) change the pricing index from AWP to another industry standard index, such as Wholesale Acquisition Cost. Aetna shall provide Customer with at least ninety(90) days written notice of the option taken by Aetna together with a sufficiently detailed explanation demonstrating how such option has preserved the parties' financial intent. If ninety(90) days notice is not practicable under the circumstances, Aetna shall provide notice as soon as practicable. If Customer disputes this explanation, the parties agree to cooperate in good faith to resolve such dispute. 27 J. Early Termination If(a) Customer terminates the Agreement prior to the date the pharmacy rebate check is issued, or(b) the Agreement is terminated by Aetna for Customer's failure to meet its obligations to fund benefits or pay Service Fees (medical or pharmacy)under the Agreement, Aetna will be entitled to deduct unpaid and any deferred Service Fees or other plan expenses due through the termination date from any rebate check due Customer following the termination date. If the Medicare Part D Employer Group Waiver Plan is terminated by Customer prior to December 31, 2015, Aetna will retain any rebates earned but not issued as of the APM cancellation date. If Customer terminates the Plan prior to end of the calendar year period, any Drug Rebates earned but not issued as of the Plan termination date will be factored into the reconciliation. K. All guarantees and underlying conditions are subject and limited to prescription drugs dispensed by Participating Pharmacies. L. Rebates, Discounts and other price concessions in connection with Customer's Plan will be reported to the Centers for Medicare and Medicaid Services in accordance with applicable federal requirements. Programs & Services Aetna offers a comprehensive suite of trend and integrated health management programs and services. Below is a list, by product, of those services and programs that are available to Customer. This offering may change or be discontinued from time to time as we update our offering to meet the needs of the marketplace. Please note the following: • Services and programs included in our quoted pricing are indicated as "Included" • Services and programs that are optional are noted as such and those that require an additional fee are indicated as "Optional Enhancement" Included Programs and Services Categories Optional General Administration w Implementation Services Included Account Management Included Customer Team Services Included Banking Included Standard Communication Materials Included ID Cards Included Eligibility Included Standard Reporting Included Network Administration Pharmacy Network Management Included Claiim&1Vlember Serrces "° Claim Administration Included Member Services Included Aetna Claim Fiduciary Included Aetna Rx Home Delivery Included Patient Mans ement Drug Utilization Review (DUR)Program Included 28 Categories 1 ' 1 Optional, General:Asdministration Aetna Navigator Included Public Site Included Secure Site(log in). Included Find-A-Pharmacy Included InteliHealth Included Additional Programs and Services g1 •d 1p 1 Patent`Management Rx Check Aetna Rx Check Suite Included Individual Aetna Rx Check Programs: 2. Aetna Rx Check: Therapeutic Duplication Included 3. Aetna Rx Check: Drug Interaction Included Formulary Management(Aetna Medicare Formulary) ti r (?ther Services=` w; Supplemental Benefits Rider Included Enhancement IV.Important Information About Aetna's Pharmacy Benefit Management Services Other Payments Aetna receives other payments from prescription drug manufacturers and other organizations that are not Drug Rebates and which are paid separately to Aetna or designated third parties (e.g., mailing vendors, printers). These payments are to reimburse Aetna for the cost of various educational programs. These programs are designed to reinforce Aetna's goals of maintaining access to quality, affordable health care for Plan Participants and Customer. These goals are typically accomplished by educating physicians and Plan Participants about established clinical guidelines, disease management, appropriate and cost- effective therapies, and other information. Aetna may also receive payments from prescription drug manufacturers and other organizations that are not Drug Rebates as compensation for bona fide services it performs, such as the analysis or provision of aggregated information regarding utilization of health care services and the administration of therapy or disease management programs. These other payments are unrelated to the Drug Rebate arrangements, and serve educational as well as other functions. Consequently, these payments are not considered Drug Rebates, and are not included in the Drug Rebates provided to Customer, if any. These payments may be considered to be direct and indirect remuneration by the Centers for Medicare and Medicaid Services (CMS) and as a result, may be reported to CMS. 29 B. Late Payment Charges If Customer fails to provide funds on a timely basis to cover benefit payments as provided in the Service and Fee Schedule, and/or fails to pay Service Fees on a timely basis provided in such Service and Fee Schedule, Aetna will assess a late payment charge. Effective January 1, 2013, the charges are as outlined below: i Late funds to cover benefit payments (e.g., late wire transfers): 12.0% annual rate ii Late payments of Service Fees: 12.0% annual rate In addition, Aetna will make a charge to recover its actual costs of collection including reasonable attorney's fees. The late payment charges described in this section are without limitation to any other rights or remedies available to Aetna under the Service and Fee Schedule or at law or in equity for failure to pay. C.Participating Retail Pharmacy Network Aetna contracts with Participating Retail Pharmacies directly or through a pharmacy benefit management("PBM") subcontract to provide Customer and Plan Participants with access to Covered Benefits. The prices negotiated and paid by Aetna or PBM to Participating Retail Pharmacies vary among Participating Retail Pharmacies in Aetna's network, and can vary from one pharmacy product, plan or network to another. D.Mail-Order and Specialty Covered Benefits Covered Benefits may be provided by Aetna Mail Order Pharmacy and Aetna Specialty Pharmacy. In such circumstances, Aetna Mail Order Pharmacy refers to Aetna Rx Home Delivery, LLC, and Aetna Specialty Pharmacy refers to Aetna Specialty Pharmacy, LLC,both of which are subsidiaries of Aetna that are licensed Participating Pharmacies. Aetna's negotiated reimbursement rates with Aetna Mail Order Pharmacy and Aetna Specialty Pharmacy, which are the rates made available to Customer, generally are higher than the pharmacies' cost of fulfilling orders of prescription drugs and specialty products and providing Covered Benefits and therefore these pharmacies realize an overall positive margin for the Covered Benefits they provide. To the extent Aetna Mail Order Pharmacy and Aetna Specialty Pharmacy purchase prescription drugs and specialty products for their own account, the cost therefor takes into account both up-front and retrospective purchase discounts, credits and other amounts that they may receive from wholesalers, manufacturers, suppliers and distributors. Such purchase discounts, credits and other amounts are negotiated by Aetna Mail Order Pharmacy, Aetna Specialty Pharmacy or their affiliates for their own account and are not considered Drug Rebates paid to Aetna by manufacturers in connection with Aetna's Rebate program. E. Maximum Allowable Cost("MAC") As part of the administration of Covered Benefits, Aetna maintains MAC lists of prescription drug products identified as requiring pricing management due to the number of manufacturers, utilization and/or pricing volatility. Criteria for inclusion on a MAC list include whether the prescription drug has readily available generic drug equivalents and a cost basis that will allow for pricing below brand drug rates. Aetna maintains correlative MAC lists based on current price references provided by drug data compendia, market pricing, availability information from generic drug manufacturers and other sources which are subject to change. 30 Appendix I - MEDICARE PART D EMPLOYER/UNION-ONLY GROUP WAIVER PLAN ("EGWP") Coverage PLAN OF BENEFITS PAYABLE UNDER MASTER SERVICES AGREEMENT No. MSA-455698 EFFECTIVE January 1,2013 An Agreement between Aetna Life Insurance Company and City of Fort Worth ("Customer") Appendix Contents This Appendix consists of the provisions found in the document(s) listed below. The Document(s) included in this Appendix are as follows: Identification Effective Date Evidence of Coverage(EOC) including the Schedule of January 1, 2013 Copayments/Coinsurance 31 APPENDIX II HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) THIS APPENDIX to the Master Services Agreement No. MSA- 455698 between Aetna and Customer (the "Service Agreement") is incorporated by reference therein. Customer represents that it has the authority to execute, and hereby executes, this Appendix II for and on behalf of the Plan Sponsor's health benefit plan for which Aetna provides plan administration services ("the Plan"for the purposes of this Appendix II). In conformity with the regulations at 45 C.F.R. Parts 160-164 (the"Privacy and Security Rules")Aetna will under the following conditions and provisions have access to,maintain, transmit,create and/or receive certain Protected Health Information: 1. Definitions. The following terms shall have the meaning set forth below: (a)ARRA. "ARRA"means the American Recovery and Reinvestment Act of 2009 (b)Breach. `Breach"has the meaning assigned to such term in 45 C.F.R. 164.402. (c) C.F.R. "C.F.R."means the Code of Federal Regulations. (d)Designated Record Set. "Designated Record Set"has the meaning assigned to such term in 45 C.F.R. 164.501. (e)Discoverv. "Discovery"shall mean the first day on which a Breach is known to Aetna (including any person, other than the individual committing the breach,that is an employee,officer, or other agent of Aetna), or should reasonably have been known to Aetna, to have occurred. (f) Electronic Protected Health Information. "Electronic Protected Health Information"means information that comes within paragraphs 1(i) or 1(ii) of the definition of"Protected Health Information",as defined in 45 C.F.R. 160.103. (g)Individual. "Individual"shall have the same meaning as the term"individual"in 45 C.F.R. 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. 164.502(g). (h)Protected Health Information"Protected Health Information" shall have the same meaning as the term "Protected Health Information",as defined by 45 C.F.R. 160.103,limited to the information created or received by Aetna from or on behalf of Customer. (i) Required By "Required By Law"shall have the same meaning as the term"required by law"in 45 C.F.R. 164.103. (j) Secretarv. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. (k)Security Incident. "Security Incident"has the meaning assigned to such term in 45 C.F.R. 164.304. (1) Standard Transactions. "Standard Transactions"means the electronic health care transactions for which HIPAA standards have been established,as set forth in 45 C.F.R.,Parts 160-162. (m) Unsecured Protected Health Information. "Unsecured Protected Health Information"means Protected Health Information that is not secured through the use of a technology or methodology specified by guidance issued by the Secretary from time to time. 2. Obligations and Activities of Aetna (a) Aetna agrees to not use or disclose Protected Health Information other than as permitted or required by this Appendix or as Required By Law. (b) Aetna agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Appendix. (c) Aetna agrees to mitigate, to the extent practicable, any harmful effect that is known to Aetna of a use or disclosure of Protected Health Information by Aetna in violation of the requirements of this Appendix. (d) Aetna agrees to report to Customer any Security Incident of the Protected Health Information not allowed by this Appendix of which it becomes aware,except that, for purposes of the Security Incident reporting requirement,the term"Security Incident"shall not include inconsequential incidents that occur on a daily basis,such as scans,"pings"or other unsuccessful attempts to penetrate computer networks or servers containing electronic PHI maintained by Aetna. 32 (e) Aetna agrees to report to Customer any Breach of Unsecured Protected Health Information without unreasonable delay and in no case later than sixty(60) calendar days after Discovery of a Breach. Such notice shall include the identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably believed by Aetna, to have been,accessed,acquired,or disclosed In connection with such Breach. In addition,Aetna shall provide any additional information reasonably requested by Customer for purposes of investigating the Breach.Aetna's notification of a Breach under this section shall comply in all respects with each applicable provision of Section 13400 of Subtitle D (Privacy) of ARRA,45 C.F.R. 164.410, and related guidance issued by the Secretary from time to time. (f) Aetna agrees to ensure that any subcontractors that create,receive,maintain,or transmit Protected Health Information on behalf of Aetna agree in writing to the same restrictions and conditions that apply through this Appendix to Aetna with respect to such information,in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2),if applicable. (g) Aetna agrees to provide access,at the request of Customer,and in the time and manner designated by Customer,to Protected Health Information in a Designated Record Set,to Customer or,as directed by Customer,to an Individual in order to meet the requirements under 45 C.F.R. 164.524. (h) Aetna agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Customer directs or agrees to pursuant to 45 C.F.R. 164.526 at the request of Customer or an Individual,and in the time and manner designated by Customer. (i) Aetna agrees to make(i)internal practices,books,and records,including policies and procedures,relating to the use and disclosure of Protected Health Information received from, or created or received by Aetna on behalf of, Customer,and(ii)policies,procedures,and documentation relating to the safeguarding of Electronic Protected Health Information available to the Secretary,in a time and manner designated by the Secretary, for purposes of the Secretary determining Customer's or Aetna's compliance with the Privacy and Security Rules. (j) Aetna agrees to document such disclosures of Protected Health Information as would be required for Customer to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. 164.528. (k) Aetna agrees to provide to Customer the information collected in accordance with this Section to permit Customer to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. 164.528. (1) With respect to Electronic Protected Health Information,Aetna shall implement and comply with the administrative safeguards set forth at 45 C.F.R. 164.308,the physical safeguards set forth at 45 C.F.R. 310,the technical safeguards set forth at 45 C.F.R. 164.312,and the policies and procedures set forth at 45 C.F.R. 164.316 to reasonably and appropriately protect the confidentiality,integrity,and availability of the Electronic Protected Health Information that it creates,receives,maintains,or transmits on behalf of Customer. Aetna acknowledges that, effective the later of the Effective Date of this Appendix or February 17,2010, (i) the foregoing safeguards,policies and procedures requirements shall apply to Aetna in the same manner that such requirements apply to Customer,and(ii)Aetna shall be subject to the civil and criminal enforcement provisions set forth at 42 U.S.C. 1320d-5 and 1320d-6,as amended from time to time, for failure to comply with the safeguards,policies and procedures requirements and any guidance issued by the Secretary from time to time with respect to such requirements. (m) With respect to Electronic Protected Health Information,Aetna shall ensure that any subcontractors that create,receive,maintain, or transmit Electronic Protected Health Information on behalf of Aetna,agree to comply with the applicable requirements of Subpart C of 45 C.F.R. Part 164 by entering into a contract that complies with 45 C.F.R. Section 164.314. (n) If Aetna conducts any Standard Transactions on behalf of Customer,Aetna shall comply with the applicable requirements of 45 C.F.R.Parts 160-162. (o) Aetna acknowledges that, effective the later of the Effective Date of this Appendix or February 17,2010,it shall be subject to the civil and criminal enforcement provisions set forth at 42 U.S.C. 1320d-5 and 1320d-6, as amended from time to time, for failure to comply with any of the use and disclosure requirements of this Appendix and any guidance issued by the Secretary from time to time with respect to such use and disclosure requirements. (p) To the extent Aetna is to carry out one or more of Customer's obligation(s) under Subpart E of 45 CFR Part 164,Aetna shall comply with the requirements of Subpart E that apply to Customer in the performance of such obligation(s). 33 3. Permitted Uses and Disclosures by Aetna 3.1 General Use and Disclosure Except as otherwise provided in this Appendix,Aetna may use or disclose Protected Health Information to perform its obligations under the Service Agreement,provided that such use or disclosure would not violate the Privacy and Security Rules if done by Customer or the minimum necessary policies and procedures of Customer. 3.2 Specific Use and Disclosure Provisions (a) Except as otherwise provided in this Appendix,Aetna may use Protected Health Information for the proper management and administration of Aetna or to carry out the legal responsibilities of Aetna. (b) Except as otherwise provided in this Appendix,Aetna may disclose Protected Health Information for the proper management and administration of Aetna,provided that disclosures are Required By Law, or Aetna obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person,and the person notifies Aetna of any instances of which it is aware in which the confidentiality of the information has been breached in accordance with the Breach and Security Incident notifications requirements of this Appendix. (c) Aetna shall not directly or indirectly receive remuneration in exchange for any Protected Health Information of an Individual without Customer's prior written approval and notice from Customer that it has obtained from the Individual,in accordance with 45 C.F.R. 164.508,a valid authorization that includes a specification of whether the Protected Health Information can be further exchanged for remuneration by Aetna. The foregoing shall not apply to Customer's payments to Aetna for services delivered by Aetna to Customer. (d) Except as otherwise provided in this Appendix,Aetna may use Protected Health Information to provide data aggregation services to Customer as permitted by 45 C.F.R. 164.504(e)(2)(i)(B). (e) Aetna may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. 164.5020)(1). 4. Obligations of Custovier. 4.1 Provisions for Customer to Inform Aetna of Privacy Practices and Restrictions (a) Customer shall notify Aetna of any limitation(s)in its notice of privacy practices of Customer in accordance with 45 C.F.R. § 164.520, to the extent that such limitation(s)may affect Aetna's use or disclosure of Protected Health Information. (b) Customer shall provide Aetna with any changes in, or revocation of,permission by Individual to use or disclose Protected Health Information, to the extent that such changes affect Aetna's uses or disclosures of Protected Health Information. (c) Customer agrees that it will not furnish or impose by arrangements with third parties or other Covered Entities or Business Associates special limits or restrictions to the uses and disclosures of its PHI that may impact in any manner the use and disclosure of PHI by Aetna under the Service Agreement and this Appendix,including,but not limited to,restrictions on the use and/or disclosure of PHI as provided for in 45 C.F.R. 164.522. 4.2 Permissible Requests by Customer Customer shall not request Aetna to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy and Security Rules if done by Customer. 5. Term and Termination (a) Term.The provisions of this Appendix shall take effect on the effective date of the Service Agreement,and shall terminate upon expiration or termination of the Service Agreement,except as otherwise provided herein. 34 (b) Termination for Cause.Without limiting the termination rights of the parties pursuant to the Service Agreement and upon either party's knowledge of a material breach by the other party, the non-breaching party shall either: i. Provide an opportunity for the breaching party to cure the breach or end the violation, or terminate the Service Agreement,if the breaching party does not cure the breach or end the violation within the time specified by the non-breaching party,or ii. Immediately terminate the Service Agreement,if cure of such breach is not possible. (c) Effect of Termination. . The parties mutually agree that it is essential for Protected Health Information to be maintained after the expiration of the Service Agreement for regulatory and other business reasons.The parties further agree that it would be infeasible for Customer to maintain such records because Customer lacks the necessary system and expertise.Accordingly,Customer hereby appoints Aetna as its custodian for the safe keeping of any record containing Protected Health Information that Aetna may determine it is appropriate to retain. Notwithstanding the expiration of the Service Agreement,Aetna shall extend the protections of this Appendix to such Protected Health Information,and limit further use or disclosure of the Protected Health Information to those purposes that make the return or destruction of the Protected Health Information infeasible. 6. 1Vliscellaneous (a) Regulatory References.A reference in this Appendix to a section in the Privacy and Security Rules means the section as in effect or as amended,and for which compliance is required. (b) Amendment.The Parties agree to take such action to amend this Agreement from time to time as is necessary for Customer and Aetna to comply with the requirements of the HIPAA Privacy Rule,the HIPAA Security Rule,the HITECH Act,and HIPAA,as amended. (c) Survival. The respective rights and obligations of Aetna under Section 5(c) of this Appendix shall survive the termination of this Appendix. (d) Interpretation.Any ambiguity in this Appendix shall be resolved in favor of a meaning that permits Customer to comply with the Privacy and Security Rules. (e) No third party beneficiary.Nothing express or implied in this Appendix or in the Service Agreement is intended to confer,nor shall anything herein confer,upon any person other than the parties and the respective successors or assigns of the parties,any rights,remedies,obligations,or liabilities whatsoever. (f) Governing Law.This Appendix shall be governed by and construed in accordance with the same internal laws as that of the Service Agreement. The parties hereto have executed this Appendix with the execution of the Service Agreement. 35 M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas COUNCIL AGENDA FoRT WORTII COUNCIL ACTION: Approved on 6/1212012 DATE: 6/12/2012 REFERENCE NO.: C-25660 LOG NAME: 14HEALTH BENEFITS PLAN CODE: C TYPE: CONSENT HEARING: NO SUBJECT: Authorize Execution of Agreement with Aetna Life Insurance Company for Administration of the City's Health Benefits Plan in an Amount of$3,498,591.00 for the First Year (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Agreement with Aetna Life Insurance Company for administration of the City's self funded group medical and pharmacy benefit program including COBRA, Flexible Spending Accounts, Employee Assistance Program and Disease Management and Wellness Programs effective January 1, 2013, with an initial three year term and two one year renewal options. DISCUSSION: The purpose of this Mayor and Council Communication is to seek authorization from the City Council to enter into a new Agreement with Aetna Life Insurance Company (Aetna) for administrative services related to the City's health benefits program. The City of Fort Worth's program is self-funded and utilizes a third party administrator to process claims. Aetna has been providing these administrative services since January 1, 2005 under its previous Agreement with the City. That contract expires December 31, 2012. Having worked with the same administrator for several years, Staff determined it would be in the City's best interest to ensure that it was getting the best overall product and price by going out to the market and giving all providers the opportunity to compete for the City's business. On June 9, 2011, a Request for Proposal (RFP) was issued requiring interested vendors to submit proposals by September 8, 2011. The RFP was designed to solicit proposals for the following services individually or in combination with each other: 1) Third Party Administrator(TPA) for the City's self-funded medical plan, 2) Pharmacy Benefit Management(PBM), 3) Flexible Spending Account(FSA) administration, 4) Disease Management and Wellness Program coordination and 5) COBRA administration. In October 2011, an Ad Hoc Selection Committee was formed and included representation from Human Resources, Police, Fire, Water, Planning and Development, Finance, Parks and Community Services, Transportation and Public Works and retirees. The Committee was active in the analysis of the proposals, on site visits and follow up meetings with potential vendors. Human Resources Staff and the City's benefits consultant, Aon Hewitt, facilitated the RFP review and vendor meetings. Twenty-two vendors were solicited from the Purchasing database system, twenty vendors responded representing 45 proposals. Vendors submitted individual or multiple responses based on the services they could provide. The Committee considered several factors in evaluating the proposals, including price competitiveness, the organization's ability to administer plans with various plan designs, provider networks, qualifications of the organization's staff, customer satisfaction and complaint records, M/WBE participation and responsiveness to customer service issues. http://apps.cfwnet.org/council 12/31/2014 M&C Review Page 2 of 3 After a lengthy review process, the Committee unanimously agreed that Aetna provided the best overall quality of service and pricing. In its presentation to the City, Aetna emphasized ways to reduce claims cost through enhanced disease management through Institutes of Quality designated hospitals for certain care, such as heart, muscular and skeletal and Bariatric, networks of physicians and facilities that meet quality of care and cost metrics and Premium Designated Doctors. In addition, although the issue was not a part of the evaluation process, Aetna's continued performance as TPA means that plan members may remain with their current doctors and hospitals. The associated cost and fees are as follows: A. Administration of Medical and Pharmacy Claim: $32.29 per subscriber per month for active employees and Non Medicare eligible retirees for the period of January 1, 2013 through December 31, 2013. $25.08 per subscriber per month for Medicare eligible retirees for the period of January 1, 2013 through December 31, 2013. $2.50 per subscriber per month for Disease Management and Wellness - provide disease management and lifestyle behavior change programs and coordinate with existing City programs. Coordination will allow for more thoroughly developed data that can be used to measure results for various disease states and chronic conditions such as diabetes, asthma and cardio vascular diseases. Total Estimated Annual Cost- $3,324,666.00 B. COBRA Administration: $0.084 per employee per month - provide COBRA new hire notification, qualifying event notices and manage COBRA continuants billing and payments. Total Estimated Annual Cost- $5,629.00 C. Employee Assistance Program: $1.29 per employee per month - provide minimum of six face to face visits to assist employees in addressing personal issues, make referrals to qualified professionals for specialized issues such as financial planning, elder care, child care and include welcome packet for all employees and 16 one hour on site seminars. Total Estimated Annual Cost- $85,991.00 D. Flexible Spending Accounts: $1.234 per employee per month - manage Medical Expense Reimbursement Plan (MERP) for allowable medical, dental and vision benefits and dependent child care for participating eligible employee. Total Estimated Annual Cost- $82,305.00 NOTE -Annual totals are based on anticipated enrollment of 5,555 active employees, 1,434 Non Medicare eligible retirees and 1,352 Medicare eligible retirees. The benefit plan operates on a plan calendar year basis and the expected overall total administrative costs are$3,498,591.00 for calendar year 2013, which represents a savings of$313,698.00 per year from the current contract. In addition to these savings, Aon Hewitt estimates $2.2 million in savings on pharmacy claims and fees and $961,900.00 savings through pharmacy rebates with this contract. Also, Aetna has agreed to provide the City with a one time amount of$125,000.00 that can be used for the Wellness programs and $25,000.00 each year for the next three years for employee communications. Additionally, Aetna has set aside $180,000.00 each year for open enrollment support for the next three years using a M/WBE vendor. Prices will remain flat for the base three years. The following is a summary of expected administrative costs from Aetna for nine months from January 1, 2013 through the end of the Fiscal Year ending September 30, 2013: Administration of Benefits 11 $2,493,500.00 http://apps.cfwnet.org/council_packet/me review.asp?ID=1693 7&councildate=6/12/2012 12/31/2014 M&C Review Page 3 of 3 (COBRA Administration $4,222.00 Employee Assistance $64,493.00 Program Flexible Spending Accounts $61,729.00 Total $2,623,944 It is anticipated that the Health Benefit Advisory Committee will make a recommendation to the City Manager on premium contribution rates, plan design and a Medicare supplement plan by July 2012. Open enrollment for the 2013 medical plan is scheduled to begin October 1, 2012. The City Manager's budget proposal for Fiscal Year 2012-2013 will include a recommendation to fund this contract through September 2013. Authority for the remaining fiscal years that are encompassed by the Agreement will be requested annually as part of the overall budget process and the contract will include a standard fiscal funding out clause that would comply with state law requirements by allowing the City to terminate the Agreement without penalty, if in the future, the Council elects not to appropriate funds for the contract to continue. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations, and upon the adoption of the Fiscal Year 2012-2013 Budget by the City Council to include the above recommended item(s), funds will be available in the Fiscal Year 2013 operating budget, as appropriated, of the participating funds. TO Fund/Account/Centers FROM Fund/Account/Centers FE85 534830 0148520 $1,869,770.00 FE85 534830 0148540 $754,174.00 Submitted for City Manaqer's Office by: Susan Alanis (8180) Originating Department Head: Karen Marshall (7783) Additional Information Contact: Margaret Wise (8058) ATTACHMENTS http://apps.cfwnet.org/council 12/31/2014