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HomeMy WebLinkAboutContract 46375 CITY SECRUAW C0114171,15f IT NO. MASTER SERVICES AGREEMENT FOR SELF-FUNDED HEALTH BENEFITS PLAN AND SELECTED AETNA PRODUCTS NO. MSA-889000 This Master Services Agreement by and between Aetna Life Insurance Company, a Connecticut corporation located at 151 Farmington Avenue, Hartford, Connecticut, its affiliated HMOs, if indicated in Appendix V, its other affiliates and subsidiaries (collectively"Aetna") 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").This Master Services Agreement, Statements of Available Services ("SAS"s) and any additional Schedules and Appendices, as so identified and agreed, shall be hereinafter collectively referred to as the "Services Agreement." 1. INTRODUCTION WHEREAS,Customer has established a self-funded employee health benefits plan(the"Plan") for certain eligible Plan Participants (as defined in the Plan documents),which Plan is described in Appendix I of this Services Agreement;and WHEREAS, Aetna will administer the Plan as a self-insured plan generally using the negotiated rates,network rules and policies,and contracts that Aetna uses in administering health products;and WHEREAS,pursuant to the Plan,Customer wishes to make available to Plan Participants one or more products offered by Aetna ("the Products"),as specified in the SASS;and WHEREAS,Aetna has arranged to provide integrated claim administration of the selected Products as well as administrative services for the self-funded portions of the Plan (collectively the"Services"). THEREFORE,in consideration of the mutual covenants and promises stated herein and other good and valuable consideration,the parties hereby enter into this Services Agreement,which sets forth the terms and conditions under which Aetna agrees to render the Services,and under which Customer agrees to receive and compensate Aetna for such Services. 2. TERM Unless one party informs the other of its intent to allow the Services Agreement to terminate in accordance with Section 7 of this Master Services Agreement,the initial term of this Services Agreement shall be three(3)years beginning on the Effective Date (referred to as an"Agreement Period").This Services Agreement may be renewed for additional one-year periods (successive one- year terms)unless otherwise terminated pursuant to Section 7 of this Master Services Agreement. 3. SERVICES Aetna shall perform only those services expressly described in this Services Agreement. In the event of a conflict between the terms of this Master Services Agreement and of the attached SASS,the terms of the SASs will control. OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX _ RECEIVED JAN 2 7 2015 Master Services Agreement—Plan and Products Page 1 of 140 4. STANDARD OF CARE Aetna or Customer will discharge their obligations under the Services Agreement with that level of reasonable care which a similarly situated Services provider or Plan Administrator,as applicable, would exercise under similar circumstances. In connection with fiduciary powers and duties hereunder,if delegated by Customer to Aetna as noted in the Claim Fiduciary section of the applicable SAS,Aetna shall observe the standard of care and diligence required of a fiduciary under applicable state law. 5. FIDUCIARY DUTY Customer and Aetna agree that Customer retains sole fiduciary responsibility for the Plan and the selected Products unless Aetna is explicitly delegated fiduciary responsibility in the applicable SAS. To the extent Aetna is delegated fiduciary responsibility in an SAS,Aetna will be the"appropriate named fiduciary"for the purpose of reviewing denied claims under the Plan or Product associated with the SAS(s)in which such delegation has been made. 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(for any Plan or Product for which Aetna is delegated fiduciary responsibility in the applicable SAS) to determine entitlement to benefits under the applicable 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. Customer has the sole and complete authority to determine eligibility of persons to participate in the Plan. Claim fiduciary responsibility for the Plan and each Product is identified in the applicable Statement of Available Services ("SAS'). 6. SERVICE FEES Customer shall pay Aetna the Service Fees in accordance with the Service and Fee Schedule(s).No Services other than those identified in the Service and Fee Schedule(s) are included in the Service Fees.The pekatnember rates for all Service Fees shall remain the same throughout the initial three- year term unless Customer terminates the Aetna Pharmacy Management Plan except were stated in the Service and Fee Schedule. After the conclusion of the initial three-year term,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(s). 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(31) calendar days following the first calendar day of the month in which the Services are provided(the "Payment Due Date"). Customer shall reimburse Aetna at 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: special hospital audit fees,fees paid or expenses incurred to recover Plan assets,customized printing fees,and for any other services performed which are not Master Services Agreement—Plan and Products Page 2 of 140 Services under the Services Agreement. The payment by Aetna on behalf of Customer of any such expenses shall constitute part of the Services hereunder,provided,however,with respect to any payments made by Aetna on behalf of and at the 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 allocation methodology,provided,however,that Aetna shall(i)provide Customer with a written notice and explanation for any payment made to Aetna that is not apportioned to Customer and(ii)provide Customer with a written notice and explanation of die methodology used in apportioning any payment made to Aetna that is apportioned to Customer. All overdue amounts shall be subject to the late charges set forth in the Service and Fee Schedule(s). Following die close of a calendar/Plan year,Aetna will prepare and submit to the Customer a report showing the Service Fees paid.The year-end Service Fee reconciliation will be completed within 120 days after the end of the calendar/Plan year provided the following: all calendar/Plan year fees have been paid,correct backup has been provided for all payments,and clean eligibility has been submitted. 7. TERMINATION The Services 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 so prohibit the continuance of this Services Agreement or some portion thereof, this Services 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 immediately notify Customer of such termination and provided further that if only a portion of the Services Agreement is impacted, the Services Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. (B) Customer Termination - Customer may terminate the Services Agreement with respect to all or any portion of the Services or to all or any group of Plan Participants included under the Services Agreement or any subsidiary or affiliate of Customer that is covered under the Services Agreement, or for a particular Product and/or SAS,by giving Aetna at least thirty-one (31) 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 Services Agreement shall continue in effect as to all Services and/or Plan Participants that are not subject to the termination. If tie Aetna Pharmacy Management (APM) Plan is terminated by the Customer, Aetna reserves the right to adjust the fees being charged to the Customer. Master Services Agreement—Plan and Products Page 3 of 140 (C)Aetna Termination- (1) Aetna may terminate the Services Agreement or any SAS attached hereto by giving to Customer at least 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 (defined as the bank selected by Aetna, on which benefit payment checks are drawn in satisfaction of a claim for Plan benefits) to provide funds to the Bank for the payment of checks or other payments approved and recorded by Aetna, Aetna shall have 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 because Customer has filed for bankruptcy or has failed to respond to a request for funds that was submitted at least three (3) business prior to Aetna's submission of a second, unrelated funding request, Aetna may terminate the Services Agreement immediately upon transmission of notice to Customer by mail,facsimile transmission or other means of communication. (3) If Customer fails to pay Service Fees by the Payment Due Date,Aetna shall have the right to suspend Services until such Service Fees have been paid. If(a) Customer fails to pay such Service Fees within five (5) business days of written notice of unpaid Service Fees by Aetna, or (b) Aetna reasonably determines that Customer will not meet its obligation to pay such charges within such five (5) business days because Customer has filed for bankruptcy or has failed to respond to a request for funds that was submitted at least three(3) business prior to Aetna's submission of a second, unrelated Service Fees payment request, Aetna may terminate the Services Agreement immediately upon transmission of notice to Customer by mail,facsimile transmission or other means of communication. (4) Any acceptance by Aetna of funds or Service Fees described in paragraphs (2) or (3) above, after the grace periods specified therein have elapsed and prior to any action by Aetna to suspend Services or terminate the Services Agreement, shall not constitute a waiver of Aetna's right to suspend Services or terminate the Services 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 Agreement, for any reason other than termination under Section 7 (C) (2), Aetna will continue to process runoff claims for Plan benefits that (i) were incurred prior to, but not processed as of, the termination date,and(ii) that are received by Aetna not more than twelve (12)months following the effective date of termination.The Service Fee for such activity is included in the fee described in Section 6 of this Master Services Agreement. The procedures and obligations described in the Services Agreement, to the extent applicable,shall survive the termination of the Services 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 the Services Agreement, to the extent applicable, shall survive the expiration of the twelve (12) month period. Requests for benefit payments received after such twelve (12) month period will be returned to the Customer or, upon its direction,to a successor administrator at the Customer's expense. Master Services Agreement—Plan and Products Page 4 of 140 Customer will be liable for all Plan benefit payments made by Aetna in accordance with the preceding paragraph (D) following the termination date. Customer will continue to fund benefit payments through the banking arrangement described in Section 8 of this Master Services Agreement and agrees to instruct its bank to continue to make funds available until all outstanding benefit payments have been funded by the Customer or until such time as mutually agreed upon by Aetna and Customer(i.e.,Customer's wire line and bank account from which the Bank requests funds must remain open for one (1) year after runoff processing ends, two (2) years after effective date of termination). 8. BENEFIT FUNDING Benefit payments and related charges of any amount payable under the Plan 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 Services Agreement,expressly authorizes Aetna to issue and accept such checks on behalf of Customer for the purpose of payment of Plan benefits and other related charges. Customer agrees to provide funds through its designated bank sufficient to satisfy all Plan benefits (and which also may include Service Fees in satisfaction of the obligations of Section 3 and any late charges under the Services 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);(ii) first business day of the month for incurred benefit payments not otherwise covered by weekly benefit funding payments(periodic benefit true-up payments) and(iii) upon notice from Aetna or the Bank of the amount of payments made by Aetna,Customer will submit an ACH in the amount of the payment.. As used herein"Plan benefits"means payments under the Plan,excluding any copayments, coinsurance or deductibles required by the Plan. A stop payment will be made on all outstanding benefit payment checks (checks which have not been presented for payment)on the sooner of: (A) one(1)year following the date Aetna completes its runoff processing obligations;or (B) five (5) days following Customer's failure to provide requested funds or pay Service Fees due in accordance with Section 7(C). 9. CUSTOMER'S RESPONSIBILITIES (A) Eligibility - Customer shall supply Aetna in writing (which term includes electronic medium acceptable to Aetna) with all information regarding the eligibility of Plan Participants,including, but not limited to, the identification of any Sponsored Dependents defined in Customer's Summary Plan Description(SPD) and shall notify Aetna by the tenth day of the month following the date that any changes in Plan participation become effective. Customer agrees that retroactive terminations of Plan Participants shall not exceed 30 days without Aetna's approval and that Aetna has no financial responsibility for any benefit payments owed under the Plan unless Aetna is providing a Product for which the City's exposure is limited to its per-member- per-month contributions,including, but not limited to the Employee Assistance Program Aetna has no responsibility for determining whether an individual meets the definition of a Sponsored Dependent. Aetna shall not be responsible in any manner, including but not limited to, any obligations set forth in Section 13 below, for any delay or error caused by the Customer's failure to furnish accurate eligibility information. Customer represents that it has informed its Plan Participants through enrollment forms executed by Customer's Plan Participants, or in another manner which satisfies applicable law, that confidential information relating to their benefit claims may be disclosed to third parties in connection with plan administration. Master Services Agreement—Plan and Products Page 5 of 140 (B)Initial SPD Review — Within a reasonable period of time following Customer's receipt of Aetna's, Customer shall provide Aetna with all Plan documents. Customer agrees that it will provide Aetna with a copy of its SPD, as finally approved by Customer, so that Aetna may reconcile any potential differences that may exist among the SPD, the description of Plan benefits in Appendix I, and Aetna's internal policies and procedures. Notwithstanding the foregoing, in no event shall Notwithstanding the foregoing, in no event shall Aetna have the authority to unilaterally modify the SPD,the description of benefits in Appendix 1,or any other Plan document. In the event that Aetna discovers an apparent, perceived, or potential discrepancy among the SPD, the description of Plan benefits, any other Plan document, and Aetna's internal policies and procedures, Aetna agrees to notify the Customer of such discrepancy. Aetna shall not be responsible for reviewing Customer's SPD for compliance with applicable law but shall notify Customer if Aetna discovers an apparent or perceived illegality. Customer also agrees that it is responsible for satisfying any and all Plan reporting and disclosure requirements imposed by law,including updating the SPD to reflect any changes in benefits. (C)Notice of Benefit Change - Customer shall notify Aetna in writing of any changes in Plan documents or Plan benefits at least ninety (90) days prior to the effective date of such changes. Aetna shall have thirty(30) days following receipt of such notice to inform Customer of whether it will administer such proposed changes.Appendix I hereto shall be deemed to be automatically modified to reflect such proposed changes if Aetna either agrees to administer the changes as proposed or fails to object to such changes within thirty (30) days of receipt of the foregoing notice. The description of Plan benefits in Appendix I may otherwise be amended only by mutual written agreement of the parties. Aetna may charge reasonable additional fees relating to any increase in cost to administer the description of Plan benefits in Appendix I and otherwise revise this Services Agreement,including,without limitation, the financial terms set forth in the Service and Fee Schedule or die Performance Guarantees set forth in Appendix II because of changes which Aetna agrees to administer, provided that.Aetna has given Customer at least ninety(90) days'prior written notice specifying the amount of increase in fees. (D) Employee Notices - Customer agrees to furnish each employee covered by the Plan written notice that Customer has complete financial liability for the payment of Plan benefits. Prior to sending or revising such notice, Customer shall provide Aetna with a copy of the proposed notice for Aetna's review and approval. To the extent allowed by law, Customer agrees to indemnify Aetna and hold Aetna harmless against any and all loss,damage and expense (including reasonable attorneys'fees) sustained by Aetna as a result of any failure by Customer to give such notice. (E)Miscellaneous - Within a reasonable period of time following Customer's receipt of Aetna's request. Customer shall provide Aetna with such information regarding administration of the Plan as Aetna may request from time to time. Aetna is entitled to rely on the information most recently supplied by Customer in connection with Aetna's Services and its other obligations under the Services Agreement. Aetna shall not be responsible for any delay or error caused by Customer's failure to furnish correct information in a timely manner.Aetna is not responsible for responding to Plan Participant requests for copies of Plan documents and shall inform individuals requesting such information to contact Customer directly. Master Services Agreement—Plan and Products Page 6 of 140 10. RECORDS All documents,records,reports,and data,including data recorded in Aetna's data processing systems ("Documentation"),All Documentation is stored in Aetna's data warehouses,and may be de- identified as to Plan Participants and Customer identity for purposes other than administration of Customer's claims,at Aetna's discretion,provided,however,that in using such information Aetna must comply with all applicable requirements of HIPAA and HITECH and of the business associate agreement with the Customer. Customer is not compensated for any use of de-identified Documentation maintained in Aetna's data warehouse. Upon reasonable prior written request,and subject to the provisions of Sections 11 and 12,and as permitted by applicable law,the Plan-related benefit payment information contained in the Documentation shall be made available to Customer or to a third party designated by Customer,for inspection during regular business hours at the place or places of business where it is maintained by Aetna,for purposes related to the administration of the Plan.Aetna may request reimbursement to recover Aetna's actual costs in connection with documentation requests. Such Plan-related benefit payment Documentation Nvill be kept by Aetna for seven(7)years after the year in which a claim is adjudicated,unless Aetna turns such Documentation over to Customer or a designee of Customer prior to the expiration of the seven(7)year period. In the event return or destruction is infeasible, Aetna shall extend protections required by HIPAA. 11. CONFIDENTIALITY (A) Business Confidential Information-Each party acknowledges that performance of the Services 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. (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. (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 III to this Services Agreement. (D)Upon Termination-Upon termination of the Services Agreement,each party,upon the request of the other,will return or destroy all copies of all of the other's Confidential Information in its possession or control except to the extent such Confidential Information must Master Services Agreement—Plan and Products Page 7 of 140 be retained pursuant to applicable law,to the extent such Confidential Information cannot be disaggregated from Aetna's databases,provided,however,that Aetna may retain copies of any such Confidential Information it deems necessary for the defense of litigation concerning the services it provided under the Services Agreement and for use in the processing of runoff claims for Plan benefits,in accordance with the terms of Section 7(D) of this Master Services Agreement. (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 Services Agreement. (F) Notwithstanding anything in die foregoing paragraphs, Aetna understands and acknowledges that Customer is a public entity under the laws of the State of Texas, and as such, certain information is subject to disclosure under Chapter 552 of the Texas Government Code.If Customer receives a request for any documents that may reveal any of Aetna's proprietary information under the Act,or by any other legal process,law,rule,or judicial order by a court of competent jurisdiction,Customer will utilize its best efforts to notify Aetna prior to disclosure of such documents. The Customer shall not be liable or responsible in any way for the disclosure of information not clearly marked as "Proprietary/ Confidential Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information,it will be the responsibility of Aetna to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the Customer,but by the Office of the Attorney General of the State of Texas, or by a court of competent jurisdiction. 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 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. Master Services Agreement—Plan and Products Page 8 of 140 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 11,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. Master Services Agreement—Plan and Products Page 9 of 140 13. RECOVERY OF OVERPAYMENTS The parties will cooperate fully to make reasonable efforts to recover overpayments of benefits under the Plan. 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. Aetna will provide Customer a quarterly report showing overpayments Overpayment recoveries made through third party recovery vendors,collection agencies,or attorneys are credited to Customer net of fees charged by Aetna or those entities.This process does not preclude Customer from pursing indemnification in accordance with Section 14(A)if the overpayment results from actions by Aetna that would otherwise obligate Aetna to indemnify Customer pursuant to the Section. Except as otherwise provided below,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 generally be used to determine overpayments. In addition, application of software or other review processes that analyze claims in a manner different from the claim determination and payment procedures and standards used by Aetna may generally 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 providers,since all such recoveries are subject to the terms and provisions of the providers'proprietary contracts with Aetna.For the purpose of determining whether a provider has or has not been overpaid,Customer agrees that the rates paid to contracting providers for-Covered-Services shall be governed by Aetna's contracts with those providers,and shall be effective upon the loading of those contract rates into Aetna's systems,but no later than three (3)montlis after the effective date of the providers'contracts. Customer may not seek collection,or use a third party to seek collection,of benefit payments or overpayments from parties other than contracted providers described above,until Aetna has had a reasonable opportunity to recover the overpayments.Aetna must confirm all overpayments before collection by a tivrd party may commence.Customer may be charged for additional Aetna expenses incurred in overpayment confirmation. Master Services Agreement—Plan and Products Page 10 of 140 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 Services 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 subcontractors or agents,that is related to or arising out of the Services provided under the Services Agreement;(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)or(B) 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. (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 Services Agreement). (F) The indemnification obligations under this Section 14 shall terminate upon the termination of this Services Agreement,except with respect to any matter concerning a claim that is asserted by notice to the other party within the applicable statute of limitations relating to such claim. Master Services Agreement—Plan and Products Page 11 of 140 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 Plan benefits,the party designated in the applicable SAS as the fiduciary which rendered the decision in the appeal last exercised by the Plan Participant which is being appealed to the court("appropriate named fiduciary") shall undertake the defense of such action at its expense and settle such action when in its reasonable judgment it appears expedient to do so.If the other party is also named as a party to such action,the appropriate named fiduciary will defend the other party PROVIDED the action relates solely and directly to actions or failure to act by the appropriate named fiduciary and there is no conflict of interest between the parties. Customer agrees to pay the amount of Plan benefits included in any judgment or settlement in such action.The other party shall not be liable for any other part of such judgment or settlement,including but not limited to legal expenses and punitive damages,except to the extent provided in Section 14 Indemnification of the Master Services Agreement. 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 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 die 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 agreed,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. Master Services Agreement—Plan and Products Page 12 of 140 18. NON-AETNA NETWORKS If Aetna is requested by Customer to arrange for network services to be provided for Plan Participants in a geographic area where Aetna does not have a network of providers under contract to provide those services,Aetna may contract with another network of non-contracted providers ("non-Aetna networks') to provide the requested services. With respect to the services provided by providers who are not under contract to Aetna or any of its subsidiaries("non-Aetna providers"), Customer acknowledges and agrees that,any other provisions of the Services Agreement notwithstanding: • Aetna does not credential,monitor or oversee the providers or the administrative procedures or practices of any non-Aetna networks; • No particular discounts may,in fact,be provided or made available by any particular providers; • Such providers may not necessarily be available,accessible or convenient; • Any performance guarantees appearing in the Services Agreement shall not apply to services delivered by non-Aetna providers or networks; • Neither non-Aetna providers nor non-Aetna networks are to be considered contractors or subcontractors of Aetna. ;and • Such providers are providers in private practice,are neither agents not employees of Aetna, and are solely responsible for the health care services they deliver. Customer further agrees that,if Aetna subsequently establishes its own contracted provider network in a geographic area where services are being provided by a non-Aetna network,Aetna may terminate the non-Aetna network contract,and begin providing services through a network that is subject to the terms and provisions of the Services Agreement.Customer acknowledges that such conversion may cause disruption,including the possibility that a particular provider in a non-Aetna network may not be included in the replacement network. 19. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) COMPLIANCE In accordance with the services being provided under the Services Agreement,Aetna will have access to,create and/or receive certain Protected Health Information ("PHI as defined in Appendix III), thus necessitating a written agreement that meets the applicable requirements of the privacy and security rules promulgated by die Federal Department of Health and Human Services ("HHS"). Customer and Aetna mutually agree to satisfy the foregoing regulatory requirements through Appendix III to the Services Agreement. As of the effective dates set forth therein,the provisions of Appendix III supersede any other provision of the Services Agreement,which may be in conflict with such Appendix on or after the applicable effective date. Master Services Agreement—Plan and Products Page 13 of 140 20. GENERAL (A) Relationship of the Parties -It is understood and agreed that Aetna is an agent with respect to claim payments of benefits under Customer's self-funded Plan and an independent contractor with respect to all Products being provided and other Services being performed pursuant to the Services 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 Services 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 Services 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 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. (C)Advancement of Funds-If,in the normal course of business under the Services 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 Plan benefits. (D)Communications-Aetna and Customer shall be entitled to rely upon any communication reasonably believed by them to be genuine and to have been signed or presented by an individual with authority to act on behalf of the other party. 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:Employer ServicesTeam Leader,Aetna, (ii)in tie case of Customer,at the address shown below,or(iii) at such other address as either party specifies for the purposes of the Services 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 Services Agreement, including performance guarantees by Aetna or timely payment of Fees,where such failure to perform is due to any contingency beyond the reasonable control of the obligated party,its Master Services Agreement—Plan and Products Page 14 of 140 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;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 bcinefits,provided,, however, that no such modification shall be effective as to Customeruntil at least one hundred v 3. and eighty(180) days after the date Aetna provides Customer with written notification o the modification unless the Health and,Human Services Department requires such modification be effective sooner. �. r. (G)Miscellaneous-The Services Agreement shall be governed by and interpreted in accordance with applicable federal law.To the extent such federal law does not govern,the Services 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 Services Agreement.This Section and Sections 3 through 13 and 15 through 17 shall survive termination of the Services Agreement. The provisions of Section 14 shall survive termination only to the extent stated therein.The headings in the Services Agreement are for reference only and shall not affect the interpretation" or construction of the Services Agreement.This Services Agreement(including incorporated attachments) constitutes the complete and exclusive contract between the parties as to the Services and Products addressed herein and supersedes any and all prior or contemporaneous oral or written communications or proposals not expressly included herein. No modification or amendment of this Services Agreement shall be valid unless in a writing signed by a duly authorized representative of Aetna and a duly authorized representative of Customer.By executing this Services Agreement,Customer acknowledges and agrees that it has reviewed all terms and conditions incorporated into this Services Agreement and intends to be legally bound by the same. The parties incorporate the recitals (set forth in Section 1 of this Master Services Agreement)into this Services Agreement as representations of fact to each other. IN WITNESS WHEREOF,the parties hereto have caused this Services 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 subsidiaries: CITY OF FORT WORTH Master Services Agreement—Plan and Products Page 15 of 140 By: vsah lam I' Name: 5 By: i Name: Mark,T, Bertolini Title: S S� `�' J Q ✓ Title: Chairman,Chief Executive Officer and President J Date: 5 Date: November 12,2014 Financial Verification eGSj �-C ev APPROVED AS TO M A E LITY: ASSI ANT ATTORNEY b A �• Ci Secxe OFFICIAL RECORD CITY SECRETARY FT, WORTH,TX Master Services Agreement—Plan and Products Page 16 of 140 SELF FUNDED MEDICAL PLAN STATEMENT OF AVAILABLE SERVICES—PPO BASED PRODUCTS EFFECTIVE January 1,2013 MASTER SERVICES AGREEMENT No.MSA-889000 Subject to the terms and conditions of the Services 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 Services Agreement)will be provided by Aetna.Additional Services may be provided at Customer's written request under the terms of the Services Agreement.This Statement of Available Services shall supersede any previous SAS or other document describing the Services. I. Excluded and/or Superseded Provisions of Master Services Agreement:NONE IL Claim Fiduciary Customer and Aetna agree that with respect to applicable state law,Aetna will be the "appropriate named fiduciary"of the Plan for the purpose of reviewing denied claims under the Plan. Customer understands that the performance of fiduciary duties under applicable 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. III.Administration Services: A. Member and Claim Services: 1. Requests for Plan benefit claimpayments shall be made to Aetna on forms or other appropriate means approved by Aetna.Such forms(or other appropriate means)may include a consent to the release of medical,claims,and administrative records and information to Aetna.Aetna will process and pay the claims for Plan benefits incurred after the Effective Date using Aetna's normal claim determination,payment and audit procedures and applicable cost control standards in a manner consistent with the terms of the Plan and the Services Agreement.With respect to any Plan Participant who makes a request for Plan benefits which is denied on behalf of Customer,Aetna will notify said Plan Participant of the denial and of said Plan Participant's right of review of the denial in accordance with applicable federal and state laws. 2. Whenever it is determined that benefits and related charges are payable under the Plan, Aetna will issue a payment of such benefits and related charges on behalf of Customer. Funding of Plan benefits and related charges shall be made as provided in Section 8 of the Master Services Agreement. c PPO Based Medical SAS 17 3. Where the Plan contains a coordination of benefits clause,antiduplication clause,or provision(s)reducing benefits for injuries or illness caused or alleged to be caused by third parties,Aetna will administer all claims consistent with such provisions and any information concurrently in its possession as to duplicate coverage or the cause of the injury or illness.Aetna shall have no obligation to recover sums owed to the Plan by virtue of the Plan's rights to coordinate where the claim was incurred prior to the Effective Date.Aetna has no obligation to bring actions based on subrogation or lien rights,unless Subrogation Services are included herein,in which event its obligations are governed by Article VI of this Statement of Available Services. B. Plan Sponsor Services: 1. Aetna will assign an Account Executive to the Customer's account.The Account Executive will be available to assist the Customer in connection with the general administration of the Services,ongoing communications with the Customer and assistance in claims administration and record-keeping systems for Customer's ongoing operation of the Plan. 2. Upon request by the Customer and consent by Aetna,Aetna will implement changes in claims administration consistent with Customer's modifications of its Plan.A charge may be assessed for implementing such changes.The Customer's administration services fees,as set forth in the Service and Fee Schedule,will be revised if the foregoing amendments or modifications increase Aetna's costs,provided Aetna provide written notice to the Customer of such fee increases. 3. Aetna will provide the following reports to Customer for no additional charge: (a) Monthly/Quarterly/Annual Accounting Reports-Aetna shall prepare the following accounting reports in accordance with the benefit-account structure for use by Customer in the financial management and administrative control of the Plan benefits: (i) a monthly listing of funds requested and received for payment of Plan benefits; (ii) a monthly reconciliation of funds requested to claims paid within the benefit- account structure; (iii) a quarterly listing of paid benefits;and (iv) quarterly or annual standard claim analysis report. (b) Annual Accounting Reports-Aetna shall prepare standard annual accounting reports for each major benefit line under the Plan for the Agreement Period that include the following: (i) forecast of claim costs; (ii) accounting of experience;and (iii) calculation of Customer reserve. PPO Based Medical SAS 18 Any additional reporting formats and the price for any such reports shall be mutually agreed upon in writing by Customer and Aetna. 4. Aetna shall develop and install all agreed upon administrative and record keeping systems,including the production of Plan Participant identification cards. 5. Aetna shall design and install a benefit-account structure separately by class of employees,division,subsidiary,associated company,or other classification desired by Customer. 6. Aetna shall provide plan design and underwriting services in connection with benefit revisions,additions of new benefits and extensions of coverage to new Plan Participants. 7. Aetna shall provide cost estimates and actuarial advice for benefit revisions,new benefits and extensions of coverage being considered by Customer. 8. Upon request of the Customer,Aetna will provide the Customer with information reasonably available to Aetna which is reasonably necessary for the Customer to prepare reports for the United States Internal Revenue Service and Department of Labor. 9. Aetna will provide assistance in connection with the initial set up,design and preparation of Customer's Plan,subject to the direction,review and approval of Customer.Customer shall have the final and sole authority regarding the benefits and provisions of the self-insured portion of the Plan,as outlined in Customer's Plan document. Customer acknowledges its responsibility to review and approve all Plan documents and revisions thereto and to consult with Customer's legal counsel,at its discretion,in connection with said review and approval.Aetna shall have no responsibility or liability for the content of any of Customer's Plan documents, regardless of the role Aetna may have played in the preparation of such documents. 10(a). Upon request of the Customer,Aetna shall prepare and distribute to employees an Aetna standard Plan description,including benefit revisions,additions of new benefits, and extension of coverage under the Plan.If the Customer elects to have an Aetna non-standard Plan description,Aetna will provide a custom Plan description with all costs borne by the Customer.Notwithstanding the foregoing,Customer shall review and approve all Plan descriptions and make or request Aetna to make any revisions thereto prior to distribution of any Plan description,and to consult with the Customer or its designated representatives,at its discretion,with said review and approval;or 10(b).Upon request of Customer,Aetna will review the Customer-prepared employee Plan descriptions,subject to the Customer's final and sole authority regarding benefits and provisions in the self-insured portion of the Plan. If Customer requires both preparation(a) and review(b),there may be an additional charge. 11. Upon request by Customer,Aetna will arrange for the printing of Plan descriptions,with all costs borne by Customer. 12. Upon request by Customer,Aetna will arrange for the custom printing of forms and identification cards,Nvith all costs borne by Customer. PPO Based Medical SAS 19 IV. Aetna Health ConnectionsSM Services: 1. Utilization Management Inpatient and Outpatient Precertification: Inpatient Precertification:A process for collecting information prior to an inpatient confinement.The precertification process permits eligibility verification/confirmation,initial determination of coverage,and communication with the physician and/or Plan Participant in advance of the provision of the procedure,service or supply at issue.Precertification also allows Aetna to identify Plan Participants for pre-service discharge planning and to identify and register Plan Participants for specialized programs such as Case Management and Disease Management. Outpatient Precertification(not applicable to Indemnity or PPO Products):A process for reviewing selected ambulatory procedures,surgeries,diagnostic tests;home health care and durable medical equipment.The goals of this process are: • Assessment of the level and quality of the services provided; • Determination of the coverage of the proposed treatment; • Identification of care and treatment alternatives,when appropriate;and • Identification of Plan Participants for referral to specialized programs. 2. Utilization Management Concurrent Review: • Concurrent review encompasses those aspects of patient management that take place during the provision of services at an inpatient level of care or during an ongoing outpatient course of treatment. • Inpatient concurrent review is conducted telephonically or on-site at the facility where care is delivered. • The concurrent review process includes: — Obtaining necessary information from practitioners and providers regarding the care being provided to Plan Participants; Assessing the clinical condition of Plan Participants and the ongoing provision of medical services and treatments to determine benefit coverage; — Notifying practitioners and providers of coverage determinations in the appropriate manner and within the appropriate time frame; — Identifying continuing care needs early in the inpatient stay to facilitate discharge to the appropriate setting;and Identifying Plan Participants for referral to covered specialty programs such as Case Management,Behavioral Health and Disease Management. 3. Utilization Management Discharge Planning: This is an interdisciplinary process that assists Plan Participants as their medical condition changes and they transition from the inpatient setting.Discharge planning may be initiated at any stage of the Patient Management process.Assessment of potential discharge planning needs begins at the time of notification,and coordination of discharge plans commences upon identification of post discharge needs during precertification or concurrent review. This program may include evaluation of alternate care settings and identification of care needed after discharge.The goal is to provide continuing quality of care and to avoid delay in discharge due to lack of outpatient support. PPO Based Medical SAS 20 4. Utilization Management Retrospective Review: Retrospective review is the process of reviewing coverage requests for initial certification after the service has been provided or when the Plan Participant is no longer in-patient or receiving the service.Retrospective review includes making coverage determinations for the appropriate level of service consistent with the Plan Participant's needs at the time the service was provided after confirming eligibility and the availability of benefits within the Plan Participant's benefit plan. 5. Case Management Program: The Aetna Case Management program is a collaborative process of assessment,planning, facilitation and advocacy for options and services to meet an individual's health needs through communication and available resources to promote quality,cost-effective outcomes. Those Plan Participants with diagnoses and clinical situations for which a specialized nurse, working with the Plan Participant and their physician,can make an impact to the course or outcome of care and/or reduce medical costs will be accepted into the program at Aetna's discretion. Case management staff strives to enhance the Plan Participant's quality of life, support continuity of care,facilitate provision of services in the appropriate setting and manage cost and resource allocation to promote quality,cost-effective outcomes. Case Managers collaborate with the Plan Participant, family,caregiver,physician and healthcare provider community to coordinate care,with a focus on closing gaps in the Plan Participant's care and maximizing quality outcomes. Aetna operates two types of case management programs: • Complex Case Management targets Plan Participants who have already experienced a health event and are likely to have care and benefit coordination needs after the event. The objective for Case Managers is to identify care or benefit coordination needs which lead to faster or more favorable clinical outcomes and/or reduced medical costs. • Proactive Case Management targets Plan Participants,from Aetna's perspective,who are misusing,over-using or under-utilizing the health care system,leading them towards avoidable and costly health events.This program's objective is to confirm gaps in Plan Participants'care leading to their over-use;misuse,or under-use,and to work with the Plan Participant and their physician to close those gaps. 7. National Medical Excellence/Institutes of Excellence Program/Institutes of Quality: The National Medical Excellence program was created to help arrange for access to effective care for Plan Participants with particularly difficult conditions requiring transplants or complex cardiac,neurosurgical or other procedures,when the needed care is not available in a Plan Participant's service area.The program utilizes a national network of experienced providers and facilities selected based on their volume of cases and clinical outcomes.The National Medical Excellence Unit provides specialized Case Management through the use of nurse case managers,each with procedure and/or disease-specific training. PPO Based Medical SAS 21 The Aetna Institutes of Excellence(IOE) transplant network was established to enhance quality standards and lower the cost of transplant care for Plan Participants. It is made up of a select group of hospitals and transplant centers that meet quality standards for the number of transplants performed and their outcomes,as well as access criteria for Plan Participants. IOE facilities have agreed to specific contractual terms and conditions and are selected and recognized by transplant type.The following criteria are applied to each facility prior to being selected for the IOE network: • uali —enhanced organ-specific credentialing and quality standards; • Access—the national availability of,and need for,transplant facilities on a transplant- specific basis.Need is assessed relative to the distribution of membership and relative incidence of transplant types; • Cost—provider contracts reflect lower negotiated rates. The Aetna Institutes of Quality(IOQ) are a national network of health care facilities that are designated based on measures of clinical performance,access and efficiency for bariatric surgery.Bariatric surgery,also known as weight loss surgery,refers to various surgical procedures to treat people living with morbid,or extreme,obesity. Facilities selected for the network met the following criteria: • Have significant experience in bariatric surgery,including a minimum of 125 procedures in the most recent calendar year-aligns with nationally recognized organizations. • Have evidence-based and recognized standards for clinical outcomes,processes of care and patient safety. • Provide ongoing follow-up programs and support for their bariatric surgery patients. • Adhere to Aetna's standards for Participant access to the facility and Aetna participating providers. • Demonstrate efficiency in providing care based on overall cost of care,readmission rates and comprehensiveness of program. PPO Based Medical SAS 22 8. MedQuerySM The MedQuery program is a data-mining initiative,aimed at turning Aetna's data into information that physicians can use to improve clinical quality and patient safety.Through the program,Aetna's data is analyzed and the resulting information gives physicians access to a broader vieNv of the Plan Participant's clinical profile.The data which fuels this program includes claim history,current medical claims,pharmacy,physician encounter reports,and patient demographics.Data is mined on a weekly basis and compared with evidence-based treatment recommendations to find possible errors,gaps,omissions (meaning,for example, that a certain accepted treatment regimen may be absent) or co-missions in care(meaning, for example,drug-to-drug or drug-to disease interactions).When MedQuery identifies a Plan Participant whose data indicates that there may be an opportunity to improve care,outreach is made to the treating physician based on the apparent urgency of the situation.For customers who have elected the buy-up of MedQuery with Member Messaging feature,in certain situations outreach will be made directly to the Plan Participant by MedQuery, requesting that the Plan Participant discuss with their physician,specific opportunities to improve their care. When available information reveals lack of compliance with a clinical risk,condition,or demographic-related recommendation for preventive care,a Preventive Care Consideration ("PCC")is generated.The PCC is a preventive/wellness alert sent to the Member electronically via the Member's Personal Health Record.Paper copies of a PCC,delivered via U.S.Mail,are also available as a buy up option. 9. Aetna Health ConnectionsSM Disease Management: Aetna Health ConnectionsSM is Aetna's new approach to medical management,and is a critical component of Aetna's ongoing commitment to assisting to improve care for Plan Participants.Most traditional medical management programs focus only on the 20%of Plan Participants who are typically in poor health and represent the majority of medical costs. Aetna Health ConnectionsSM will continue to identify those Plan Participants at highest risks of deteriorating health,but also expands its focus and programs to include well Plan Participants.Regardless of their health status,Plan Participants will find that Aetna offers programs or web-based tools to help them become more informed health consumers,more aware of their own health status,and more engaged in taking action to improve or maintain their health. Aetna Health ConnectionsSM Disease Management is an enhancement to Aetna's medical/disease management spectrum and will target Plan Participants at risk for high cost who have actionable gaps in care,engage the Plan Participants at the appropriate level,and assist the Plan Participant to close gaps in care in order to avoid complications,improve clinical outcomes and demonstrate medical cost savings. While traditional disease management is focused on delivering education to Plan Participants about a specific chronic condition,Aetna Health Connections SM focuses on the entire person with specific interventions driven by the CareEngine®System,a patented,analytical technology platform that continuously compares individual patient information against widely accepted evidence-based best medical practices in order to identify gaps in care, medical errors and quality issues. PPO Based Medical SAS 23 11. Informed Health Line: Informed Health Line(IHL)provides Plan Participants with a toll-free 24-hour/7 day health telephonic access to registered nurses experienced in providing information on a variety of health topics.The nurses can contribute to informed health care decision-making and optimal patient/provider relationships through coaching and support.The nurses cannot diagnose,prescribe treatment or give medical advice,but they can provide Plan Participants with information on a broad spectrum of health issues,including: self-care,prevention, chronic conditions and complex medical situations.Plan Participants can also access the Audio Health Library,a recorded collection of more than 2,000 health topics,available in English and Spanish.Plan Participants can register on Aetna Navigator,Aetna's member and consumer website,and access Health wise Knowledgebase,another valuable resource of information on thousands of health topics. The range of available service components are purchased according to the following categories: A. Nurseline 1-800#Only.This includes toll-free telephone access to the Informed Health Line Nurseline. 1. which reflects outcomes,Plan Participant satisfaction and savings results. 12. Wellness Counseling: This service provides personalized decision support,educational materials,and targeted nurse outreach coaching Plan Participants to a healthier lifestyle through behavioral modification,education,and facilitation of the most effective utilization of Plan Participants benefits.Additionally,action plans may be developed and reviewed with Plan Participants,as appropriate.Plan Participants are identified for participation in wellness counseling through completion of the Simple Steps To A Healthier Life®health risk assessment. 15. Simple Steps To A Healthier Life@: Aetna has developed an internet-based comprehensive management information resource, known as"Simple Steps To A Healthier Life" (the"Life Program") and located at w-,v-,v.aetna.com,to be hosted by Aetna and designed for the eligible employees and dependants of subscribing employers (the"Users").The Life Program is an online service that offers advice relating to disease prevention,condition education,behavior modification and health promotion programs that may contribute to the health and productivity of employees.The Life Program allows Users to create a health risk assessment profile that generates a personalized health action plan.Upon completion of the health assessment, Users also have access to an action plan with links to personalized online wellness programs (offered through HealthMedia,Inc.)The health action plan identifies certain potential risks and directs participants to personalized programs and services encouraging health lifestyle changes. Refer to Appendix IV for features and system requirements for use of this service. PPO Based Medical SAS 24 17. Focused Psychiatric Review(FPR): A program which provides phone-based utilization review of inpatient behavioral health admissions (mental health and chemical dependency)intended to contain confinements to appropriate lengths,assess medical necessity and appropriateness of care,and control costs. This program includes a precertification process which collects information prior to an inpatient confinement,determination of the coverage of the proposed treatment,assessment of the level of services provided,as well as concurrent review which monitors a Plan Participant's progress after admission. V. Network Access Services: A. Aetna shall provide Plan Participants with access to Aetna's network hospitals,physicians and other health care providers ("Network Providers")who have agreed to provide services at agreed upon rates and who are participating in the Network covering the Plan Participants. B. When a claim is submitted for services incurred after the Effective Date,covered by the Plan,and performed by a Network Provider,Aetna will issue a payment on behalf of Customer for those services in an amount determined in accordance with the Aetna contract with the Network Provider and the Plan benefits.In addition to standard fee-for-services rates,these contracted rates with network providers may also be based on case rates,per diems and in some circumstances,include risk-adjustment mechanisms,quality incentives, pay-for-performance and other incentive and adjustment mechanisms.Retroactive adjustments are occasionally made to Aetna's contract rates (e.g.,because the federal government does not issue cost of living data in sufficient time for an adjustment to be made on a timely basis,or because contract negotiations were not completed by the end of the prior price period or due to contract dispute settlements). In all cases,Aetna shall adjust Customer's payments accordingly. Customer's liability for all such adjustments shall survive the termination of this Services Agreement. C. Aetna reserves the right to set a minimum plan benefit design structure for in-area network claims to which Customer must comply in order to participate in Aetna's Network Program. D. Aetna will provide Customer with physician directories in an amount up to 100%of eligible employees plus 20%of the current enrolled employees.Customer shall pay the costs of providing any additional directories which it requests. V1. Subrogation Services: Aetna will provide assistance to Customer for subrogation/reimbursement services,which will be delegated to an organization of Aetna's choosing in accordance with Section 20.13 of the Master Services Agreement.Any reference in this section to "Aetna" shall be deemed to include a reference to its contracted representative,unless a different meaning is clearly required by the context. Subrogation/reimbursement language must be included in the Customer's summary plan description(SPD) and the SPD must be finalized and available to Customer's employees before subrogation/reimbursement matters can be investigated and pursued.Aetna will continue to process claims during the investigation process.Aetna will not Pend or deny claims for subrogation/reimbursement purposes. PPO Based Medical SAS 25 For any monies collected as a result of subrogation/reimbursement efforts,Aetna or its contracted representative shall retain the percentage identified in the Service and Fee Schedule. Such percentage of recovery shall constitute full and complete(i) compensation for services rendered and(ii)reimbursement of reasonable expenses incurred while pursuing subrogation/reimbursement recoveries.Reasonable expenses include but are not limited to costs associated with(a) collection agency fees,(b) obtaining police and fire reports, (c) conducting asset checks,(d) obtaining locate reports and(e) attorneys' fees. Aetna shall advise Customer if the pursuit of recovery requires initiation of formal litigation. In such event,Customer shall have the option to approve or disapprove the initiation of litigation. Aetna will credit net recoveries to the Customer.Aetna does not adjust individual member claims for subrogation/reimbursement recoveries. Aetna has the exclusive discretion: (a) to decide whether to pursue potential recoveries on subrogation/reimbursement claims;(b)to determine the reasonable methods used to pursue recoveries on claims,subject to the provision with respect to initiation of formal litigation above; and(c) to decide whether to accept any settlement offer relating to a subrogation/reimbursement claim. Upon completion of an authorization form,Aetna shall provide the Customer contact with access to the Rawlings portal to view and or print a Summary report of all recoveries in a given quarter and year to date,Closed reports"with"and"without"recovery,the amount of the health plan lien,the member's associated with the lien an Open file report of cases the supplier is still pursing by member name,date of accident/injury,type of accident(motor vehicle accident,etc.) and amount of health plan lien. If no monies are recovered as a result of the subrogation/reimbursement pursuit,no fees or expenses incurred by Aetna or its contracted representative for subrogation/reimbursement activities will be charged to Customer. Notwithstanding the above,should Customer pursue,recover by settlement or otherwise,waive any subrogation/reimbursement claim,or instruct Aetna to cease pursuit of a potential subrogation claim,Aetna will be entitled to its standard fee,which will be calculated based on the full amount of claims paid at the time Customer resolves the file or instructs Aetna to cease pursuit. If Customer notifies Aetna of its election to terminate the Services provided by Aetna,all claims identified for potential subrogation/reimbursement recovery prior to the date notification of such election is received,including both open subrogation files and claims still under investigation,shall be handled to conclusion by Aetna and shall be governed by the terms of this provision,unless otherwise mutually agreed.Aetna will not investigate or handle subrogation/reimbursement cases or recoveries on any matters identified after Customer's termination date. PPO Based Medical SAS 26 VII. Group Health Certification Services Relative to P.L. 104-191,the Health Insurance Portability and Accountability Act of 1996 and Related Regulations Aetna will assist the Customer with the preparation and distribution of Certifications of Prior Group Health Coverage for Health expense coverage which is administered under the terms of the Services Agreement.Aetna Nvill be entitled to rely upon the information provided by the Customer in the production and distribution of such certifications. VIII. Performance Guarantees Any Performance Guarantees applicable to Aetna's provision of Services pursuant to the Self Funded Medical Plan are attached in Appendix II of the Services Agreement. IX. Fees The following Administrative Fees are provided in conjunction with Aetna's Services relating to the self funded medical products offered under the Plan Sponsor's self funded benefits plan.All Administrative Fees from this SAS are summarized in the following Service and Fee Schedule. PPO Based Medical SAS 27 SERVICE AND FEE SCHEDULE The corresponding Service Fees effective for the period beginning January 1,2013 and ending December 31/2015 are specified below.They shall be amended for future periods,in accordance with Section 6 of the Master Services Agreement.Any reference to"Member"shall mean a Plan Participant as defined in the Master Services Agreement. Product Per Employee*Per Month Fee- *A person within classes that are specifically described in Appendix I,including employees,retirees,COBRA continues and any other persons including those of subsidiaries and affiliates of Customer who are reported,in writing,to Aetna for inclusion in the Services Agreement. Comprehensive Medical(Indemnity Medical-Medicare $25.08 Direct) Choice POS II $34.79 Services applicable and included in above PEPM fees (except where indicated otherwise) I. Administration Services Included II. Aetna Health ConnectionsSM Services • Utilization Management Inpatient and Outpatient Precertification (N/A to Included Indemnity Medical) • Utilization Management Concurrent Review(N/A to Indemnity Medical) Included • Utilization Management Discharge Planning Not Included • Utilization Management Retrospective Review Not Included • Case Management Program(N/A to Indemnity Medical) Included • Infertility Case Management Not Included Included National Medical Excellence/Institutes of Excellence with transportation and lodging expense • MedQuerysM with Member Messaging Included • MedQuerysM without Member Messaging Not Included • Preventive Care Consideration(PCC)paper copy Not Included • Aetna Health ConnectionssM Disease Management Included • Beginning RightsM Maternity Program(N/A to Indemnity Medical) Not Included • Informed Health Line as follows PPO Based Medical SFS 28 • Nurseline 1-800# Only Included • Service Plus Components Not Included • Optional Service Components Not Included • Wellness Counseling Not Included • Healthy Body,Healthy Weight Not Included • Onsite Health Screening Services Not Included •Simple Steps To A Healthier Life®(N/A to Aetna DentalFund) Included •Simple Steps Incentive Tracking(N/A to Aetna DentalFund) Not Included ■ Personal Health Record Not Included CareEngine®-Powered PHR PHR Health Tracker Incentive Focused Psychiatric Review Included • Managed Behavioral Health Not Included • Intensive Case Management Not Included • Medical/Psychiatric Case Management Not Included • Depression Disease Management Not Included • Anxiety Disease Management Not Included • Alcohol Disease Management Not Included • Quit Tobacco Not Included • Healthy Lifestyle Coaching Not Included • Radiology Benefit Management Not Included • e.Plan Sponsor Monitor Level C Included Level D Not Included ■ Flexible Medical Model Not Included Flex Option 1 Flex Option 2 Flex Option 3 Frequent ER Visits Informed Health Line Call Backs PPO Based Medical SFS 29 Post Partum Calls Pharmacy Non-Compliance Multiple Visits to Providers • Aetna's Compassionate Cares"'Program Not Included • ACCP Enhanced Hospice Benefits Package Not Included • Designated Team Not Included • Dedicated Team Not Included • CAT(Care Advocate Team) Not Included Aetna Health Connections Get Active! sM as follows: Shape up competition/tracking multi-week program(with) (without)pedometer Not Included Stay in Shape Year-round Program(with) (without)pedometer Not Included ■ Aetna Benefits Advisor Not Included Member Health Engagement Plan(MHEP) Not Included Progress Bar Not Included Incentive Administration Not Included Mindfulness at WorkTM Not Included ■ Viniyoga TM Stress Reduction Not Included IV.Aetna Subrogation 27%of recovered amount will be retained Pro am V. Group Health Not Applicable Certification Services PPO Based Medical SFS 30 VI. National Advantage National Advantage Access Fee: Program AP) National Advantage- Included 40%of Aggregate Savings— Facility Charge Review Fee will be included in Plan Benefit Funding (NAP-FCR) Request from Bank National Advantage- Not Included Facility Charge Review (NAP-FCR/MBB) National Advantage- Not Included Facility Charge Review (NAP-FCR/FD) National Advantage— Included Itemized Bill Review IBR Aetna also may adjust Service Fees effective as of the date on which any of the following occurs. (1) If,for any product,there is a: ■ 15%decrease in the number of Employees by product or in aggregate from the number assumed in Aetna's quotation of September 8,2011,or from any subsequently reset assumptions. Name of Product(s) Assumed Number of Employees Active CPOSII 4,946 Employees ■ 15%increase in the retiree percentage from the percentage assumed in Aetna's quotation of September 8,2011,or from any subsequently reset assumptions. Name of Product(s) Assumed Retiree Percentage Pre-65 CPOSII and Post 65 Indemnity Medical 2,750 Employees ■ 15%increase in the Member to Employee ratio from the ratio assumed in Aetna's quotation of September 8,2011,or from any subsequently reset assumptions. Name of Product(s) Assumed Ratio Active CPOSII 2.04 Members to 1 Employees Pre 65 CPOSII 2.04 Members to 1 Employees Post 65 Indemnity Medical 1.23 Members to 1 Employees ■ 15%increase in the processed claim transactions per Employee(PCTs) ratio from the ratio assumed in Aetna's quotation of September 8,2011,or from any subsequently reset assumptions. Name of Product(s) Assumed PCT Ratio Active CPOSII 15 PCTs to 1 Employees Pre 65 CPOSII 15 PCTs to l Employee PPO Based Medical SFS 31 Post 65 Indemnity Medical 40.4 PCPs to 1 Employee (2) Medicare Direct enrollment—If Medicare Direct is not offered to any over age 65 Medicare eligible retirees,there will be an additional per employee per month charge. It is assumed that any Medicare-eligible retiree over age 65 will be enrolled in the Medicare Direct program. (3) Change in Plan-A material change in Plan is initiated by the Customer or by legislative action that modifies the Plan's benefits and Aetna's obligations and/or responsibilities under this agreement,and such fee change is disclosed to the Customer prior to implementation of any change. (4) Change in Claim Administration-A material change in claim payment requirements or procedures,account structure,or any other change materially affecting the manner or cost of paying benefits. Late Payment Charges In addition to any termination rights under the Services Agreement which may apply,if the Customer fails to provide funds on a timely basis to cover Plan benefit payments as provided in Section 8 of the Master Services Agreement,and/or fails to pay Service Fees on a timely basis as provided in Section 6 of the Master Services Agreement,Aetna will assess a late payment charge.The per annum charge for 2013 will be as follows: (i) late funds to cover Plan benefit payments (e.g.,late wire transfers): 9%annual rate (ii) late payments of Service Fees: 9%annual rate In addition,Aetna will assess a charge to recover its actual cost of collection. The late payment charge percentage specified above is subject to change annually. PPO Based Medical SFS 32 Dollars allocated: Fund Type Year 1 Total for 3 years Additional Funds Year 1 (used for Enrollment, $125,000.00 Not Applicable communications,etc) Wellness Communication Dollars Annually $25,000.00 $75,000.00 Annual Enrollment support(MWBE vendor to provide the data entry support rather than City hiring $180,000.00 $540,000.00 temps)/SPDs/Letters Aetna is providing three(3) sources of funds for communication initiatives which are shown in the grid above. 1. Aetna will provide a$125,000 communication budget to be used in conjunction with the consumer directed health plan.This one-time amount allocated for expenses in the first year of the Services Agreement,may be used for communication methods such as set up costs of Aetna Benefits Advisor(`David"),which would be used as a tool to communicate changes to Plan Participants for the January 1;2013 Plan year. Any future year charges for this program will be delivered by Aetna in the form of a monthly billed service. 2. Aetna is including an annual Minority and Women-Owned Business Enterprise (MBE/WBE)budget of$180,000.This budget may be used by Customer to utilize a MBE/WBE vendor that is mutually agreed upon by Aetna and Customer to provide communications to Plan Participants of Plan benefit changes for January 1,2013.The budget of$180,000 is allocated annually for expenses incurred during the fast three(3)years of the Services Agreement as shown in the grid above.Any balances of this allowance fund remaining at the end of each Agreement Period will be forfeited by Customer. 3. Aetna is including an annual wellness budget of$25,000 to be used to communicate wellness strategies. The budget of$25,000 is allocated annually for expenses incurred during the first three (3)years of the Services Agreement as shown in the grid above.Any balances of this allowance fund remaining at the end of each Agreement Period will be forfeited by Customer. Payment for expenses related to the funds above by Aetna will be made once Customer has presented the invoice(s) outlining the expenses incurred. PPO Based Medical SFS 33 SELF FUNDED MEDICAL PLAN STATEMENT OF AVAILABLE SERVICES-FUND PRODUCTS Aetna HealthFund© EFFECTIVE January 1,2013 MASTER SERVICES AGREEMENT No.MSA-889000 Subject to the terms and conditions of the Services 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 Services Agreement)will be provided by Aetna.Additional Services may be provided at Customer's written request under the terms of the Services Agreement.This Statement of Available Services shall supersede any previous SAS or other document describing the Services. I. Excluded and/or Superseded Provisions of Master Services Agreement: ■ The last sentence of Section 8 (Benefit Funding") of the Master Services Agreement is excluded and replaced by Section VI of this Statement of Available Services. II. Claim Fiduciary Customer and Aetna agree that with respect to applicable state law,Aetna will be the "appropriate named fiduciary" of the Plan for the purpose of reviewing denied claims under the Plan. Customer understands that the performance of fiduciary duties under applicable 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. III.Administration Services: A. Member and Claim Services: 1. Requests for Plan benefit payments for claims shall be made to Aetna on forms or other appropriate means approved by Aetna.Such forms (or other appropriate means)may include a consent to the release of medical,claims,and administrative records and information to Aetna.Aetna will process and pay the claims for Plan benefits incurred after the Effective Date using Aetna's normal claim determination,payment and audit procedures and applicable cost control standards in a manner consistent with the terms of the Plan and the Services Agreement.With respect to any Plan Participant who makes a request for Plan benefits which is denied on behalf of Customer,Aetna will notify said Plan Participant of the denial and of said Plan Participant's right of review of the denial in accordance with applicable federal and state laws. Fund Products SAS 34 2. Whenever it is determined that benefits and related charges are payable under the Plan, Aetna will issue a payment of such benefits and related charges on behalf of Customer. Funding of Plan benefits and related charges shall be made as provided in Section 8 of the Master Services Agreement. 3. Where the Plan contains a coordination of benefits clause,antiduplication clause,or provision(s)reducing benefits for injuries or illnesses caused or alleged to be caused by third parties,Aetna will administer all claims consistent with such provisions and any information concurrently in its possession as to duplicate coverage or the cause of the injury or illness.Aetna shall have no obligation to recover sums owed to the Plan by virtue of the Plan's rights to coordinate where the claim was incurred prior to the Effective Date.Aetna has no obligation to bring actions based on subrogation or lien rights,unless Subrogation Services are included herein,in which event its obligations are governed by Article V of this Statement of Available Services. B. Plan Sponsor Services: 1. Aetna will assign an Account Executive to Customer's account.The Account Executive will be available to assist Customer in connection with the general administration of the Services,ongoing communications with Customer and assistance in claims administration and record-keeping systems for Customer's ongoing operation of the Plan. 2. Upon request by Customer and consent by Aetna,Aetna will implement changes in claims administration consistent with Customer's modifications of its Plan.A charge may be assessed for implementing such changes. Customer's administration services fees,as set forth in the Service and Fee Schedule,will be revised if the foregoing amendments or modifications increase Aetna's costs. 3. Aetna will provide the following reports to Customer for no additional charge: (a) Monthly/Quarterly/Annual Accounting Reports-Aetna shall prepare the following accounting reports in accordance with the benefit-account structure for use by Customer in the financial management and administrative control of the Plan benefits: (i) a monthly listing of funds requested and received for payment of Plan benefits; (ii) a monthly reconciliation of funds requested to claims paid within die benefit- account structure; (iii) a monthly or quarterly or annual listing of paid benefits; (iv) quarterly or annual standard claim analysis reports.; (v) quarterly Aetna HealthFund@ reports for Customers with at least 300 enrolled lives in Aetna HealthFund or annual Aetna HealthFund reports for Customers with at least 100 enrolled lives in Aetna HealthFund,to be used for the financial evaluation and management of the of the Aetna HealthFund plan; Fund Products SAS 35 (vi) quarterly Aetna PharmacyFund reports for Customers with at least 300 enrolled lives in Aetna PharmacyFund or annual PharmacyFund reports for Customers with at least 100 enrolled lives in Aetna PharmacyFund,to be used for the financial evaluation and management of the Aetna PharmacyFund Plan;and (vii)quarterly Aetna DentalFund reports for Customers with at least 300 enrolled lives in Aetna DentalFund or annual DentalFund reports for Customers with at least 100 enrolled lives in Aetna DentalFund,to be used for the financial evaluation and management of the Aetna DentalFund Plan. (b) Annual Accounting Reports-Aetna shall prepare standard annual accounting reports for each major benefit line under the Plan for the Agreement Period that include the following: (i) forecast of claim costs; (ii) accounting of experience;and (iii),calculation of Customer reserve. Any additional reporting formats and the price for any such reports shall be mutually agreed upon by Customer and Aetna. 4. Aetna shall develop and install all agreed upon administrative and record keeping systems,including the production of employee identification cards. 5. Aetna shall design and install a benefit-account structure separately by class of employees,division,subsidiary,associated company,or other classification desired by Customer. 6. Aetna shall provide plan design and underwriting services in connection with benefit revisions,additions of new benefits and extensions of coverage to new Plan Participants. 7. Aetna shall provide cost estimates and actuarial advice for benefit revisions,new benefits and extensions of coverage being considered by Customer. 8. Upon request of Customer,Aetna will provide Customer with information reasonably available to Aetna which is reasonably necessary for Customer to prepare reports for the United States Internal Revenue Service and Department of Labor. 9. Aetna will provide assistance in connection with the initial set up,design and preparation of Customer's Plan,subject to the direction,review and approval by Customer. Customer shall have the final and sole authority regarding the benefits and provisions of the self-insured portion of the Plan,as outlined in Customer's Plan document. Customer acknowledges its responsibility to review and approve all Plan documents and revisions thereto and to consult with Customer's legal counsel,at its discretion,in connection with said review and approval.Aetna shall have no responsibility or liability for die content of any of Customer's Plan documents, regardless of the role Aetna may have played in the preparation of such documents. 10(a). Upon request of Customer,Aetna shall prepare an Aetna standard Plan description, including benefit revisions,additions of new benefits,and extension of coverage under Fund Products SAS 36 the Plan. If the Customer elects to have an Aetna non-standard Plan description, Aetna will provide a custom Plan description with all costs borne by Customer;or 10(b).Upon request of Customer,Aetna will review Customer-prepared employee Plan descriptions,subject to the Customer's final and sole authority regarding benefits and provisions in the self-insured portion of the Plan. If Customer requires both preparation (a) and review(b),there may be an additional charge. 11. Upon request by Customer,Aetna will arrange for the printing of Plan descriptions,with all costs borne by Customer. 12. Upon request by Customer,Aetna will arrange for the custom printing of forms and identification cards,with all costs borne by Customer. IV. Aetna Health ConnectionsSM Services: 1. Utilization Management Inpatient and Outpatient Precertification: • Inpatient Precertification:A process for collecting information prior to an inpatient confinement..Proposed treatment plans are reviewed,Precertification also allows Aetna to identify Plan Participants for pre-service discharge planning and to identify and register Plan Participants for specialized programs such as Case Management and Disease Management. • Outpatient Precertification(not applicable to Indemnity or PPO Products):A process for reviewing selected ambulatory procedures,surgeries,diagnostic tests,home health care and durable medical equipment.The goals of this process are: — Assessment of the level and quality of the services provided; — Determination of the coverage of the proposed treatment; — Identification of care and treatment alternatives,when appropriate;and — Identification of Plan Participants for referral to specialized programs. 2. Utilization Management Concurrent Review: • Concurrent review encompasses those aspects of patient management that take place during the provision of services at an inpatient level of care or during an ongoing outpatient course of treatment. • Inpatient concurrent review is conducted telephonically or on-site at the facility where care is delivered. • The concurrent review process includes: — Obtaining necessary information from practitioners and providers regarding the care being provided to Plan Participants; — Assessing the clinical condition of Plan Participants and the ongoing provision of medical services and treatments to determine benefit coverage; — Notifying practitioners and providers of coverage determinations in the appropriate manner and within the appropriate time frame; Fund Products SAS 37 — Identifying continuing care needs early in the inpatient stay to facilitate discharge to the appropriate setting;and — Identifying Plan Participants for referral to covered specialty programs such as Case Management,Behavioral Health and Disease Management. 3. Utilization Management Discharge Planning: This is an interdisciplinary process that assists Plan Participants as their medical condition changes and as they transition from the inpatient setting.The discharge planning process begins upon identification of the Plan Participant's post discharge needs (which may occur during the registration,precertification or concurrent review process.This program may include evaluation of alternate care settings and identification of care needed after discharge.The goal is to provide continuing quality of care and to avoid delay in discharge due to lack of outpatient support. 4. Utilization Management Retrospective Review: Retrospective review is the process of reviewing coverage requests for initial certification after the service has been provided or when the Plan Participant is no longer in-patient or receiving the service.Retrospective review includes making coverage determinations for the appropriate level of service consistent with the Plan Participant's needs at the time the service was provided after confirming eligibility and the availability of benefits within the Plan Participant's benefit plan. 5. Case Management Program: This program focuses on improving health and wellness. Case Management is a process of identifying persons at high risk for problems associated with complex healthcare needs,assessing opportunities to coordinate care,and identifying treatment options to improve quality of care, quality of life,and control costs. Case Managers generally assist Members in managing their illnesses,coordinate a series of intensive interventions designed to alter the natural history of a specific illness and facilitate the accessibility of resources. By integrating the record of a Member's contact with the medical delivery system,Case Managers can focus internal and external resources in an effort designed to improve the individual Member's clinical condition 7. National Medical Excellence/Institutes of Excellence Program/Institutes of Quality:This program was created to help arrange for access to effective care for Plan Participants with particularly difficult conditions requiring transplants or complex cardiac, neurosurgical or other procedures,when the needed care is not available in a Plan Participant's service area.The program utilizes a national network of experienced providers and facilities selected based on their volume of cases and clinical outcomes.The National Medical Excellence Unit provides specialized Case Management through the use of nurse case managers,each with procedure and/or disease-specific training. Fund Products SAS 38 8. MedQuerySM The MedQuery program is a data-mining initiative,aimed at turning Aetna's data into information that physicians can use to improve clinical quality and patient safety.Through the program,Aetna's data is analyzed and the resulting information gives physicians access to a broader view of the Plan Participant's clinical profile.The data which fuels this program includes claim history,current medical claims,pharmacy,physician encounter reports,and patient demographics.Data is mined on a weekly basis and compared with evidence-based treatment recommendations to find possible errors,gaps,omissions (meaning,for example, that a certain accepted treatment regimens may be absent)or co-missions in care (meaning, for example,drug-to-drug or drug-to disease interactions).When MedQuery identifies a Plan Participant whose data indicates that there may be an opportunity to improve care,outreach is made to the treating physician based on the apparent urgency of the situation.For customers who have elected the buy-up of MedQuery with Member Messaging feature,in certain situations outreach will be made directly to the Plan Participant by MedQuery, requesting that the Plan Participant discuss with their physician,specific opportunities to improve their care. When available information reveals lack of compliance with a clinical risk,condition,or demographic-related recommendation for preventive care,a Preventive Care Consideration ("PCC") is generated.The PCC is a preventive/wellness alert sent to the Member electronically via the Member's Personal Health Record.Paper copies of a PCC,delivered via U.S.Mail,are also available as a buy up option. 9. Aetna Health ConnectionsSM Disease Management: Aetna Health ConnectionsSM is Aetna's new approach to medical management,and is a critical component of Aetna's ongoing commitment to assisting to improve care for Plan Participants.Most traditional medical management programs focus only on the 20%of Plan Participants who are typically in poor health and represent the majority of medical costs. Aetna Health ConnectionsSM will continue to identify those Plan Participants at highest risks of deteriorating health,but also expands its focus and programs to include well Plan Participants.Regardless of their health status,Plan Participants xvill find that Aetna offers programs or web-based tools to help them become more informed health consumers,more aware of their own health status,and more engaged in taking action to improve or maintain their health. Aetna Health ConnectionsSM Disease Management is an enhancement to Aetna's medical/disease management spectrum and will target Plan Participants at risk for high cost who have actionable gaps in care,engage the Plan Participants at the appropriate level,and assist the Plan Participant to close gaps in care in order to avoid complications,improve clinical outcomes and demonstrate medical cost savings. While traditional disease management is focused on delivering education to Plan Participants about a specific chronic condition,Aetna Health Connections SM focuses on the entire person with specific interventions driven by the CareEngine®System,a patented,analytical technology platform that continuously compares individual patient information against Nvidely accepted evidence-based best medical practices in order to identify gaps in care, medical errors and quality issues. Fund Products SAS 39 11. Informed Health Line: Informed Health Line(IHL)provides Plan Participants with a toll-free 24-hour/7 day health information hotline through which Plan Participants can speak with registered nurses about a variety of health topics.The service includes a self-help handbook,entitled Informed Health handbook(or Informed Health Hadnbook for Health Aging The nurses can contribute to informed health care decision-making and optimal patient/provider relationships through coaching and support.The nurses cannot diagnose,prescribe treatment or give medical advice,but they can provide Plan Participant s with information on a broad spectrum of health issues,including: self-care,prevention, chronic conditions and complex medical situations The range of available service components are purchased according to the following categories: A. Nurseline 1-800#Only.This includes toll-free telephone access to the Informed Health Line Nurseline. 15. Simple Steps To A Healthier Life 12: Aetna has developed an internet-based comprehensive management information resource, known as"Simple Steps To A Healthier Life"(the"Life Program") and located at www.aetna.corn to be hosted by Aetna and designed For the eligible employees and dependants of subscribing employers(the"Users").The Life Program is an online service that offers advice relating to disease prevention,condition education,behavior modification and health promotion programs that may contribute to the health and productivity of employees.The Life Program allows Users to create a healtli risk assessment profile that generates a personalized health action plan. The health action plan identifies certain potential risks and directs participants to personalized programs and services encouraging healthy lifestyle changes. Refer to Appendix IV for features and system requirements for use of this service. 17. Focused Psychiatric Review(FPR): A program which provides phone-based utilization review of inpatient behavioral health admissions(mental health and chemical dependency)intended to contain confinements to appropriate lengths,assess medical necessity and appropriateness of care,and control costs. This program includes a precertification process which collects information prior to an inpatient confinement,determination of the coverage of the proposed treatment,assessment of the level of services provided,as well as concurrent review which monitors a Plan Participant's progress after a patient is admitted. Fund Prod ets A / 40 V. Network Access Services: A. Aetna shall provide Plan Participants with access to Aetna's network hospitals,physicians and other health care providers ("Network Providers")who have agreed to provide services at agreed upon rates and who are participating in the Network covering the Plan Participants. B. When a claim is submitted for services incurred after the Effective Date,covered by the Plan,and performed by a Network Provider,Aetna will issue a payment on behalf of Customer for those services in an amount determined in accordance with the Aetna contract with the Network Provider and the Plan benefits. In addition to standard fee-for-service rates,these contracted rates with network providers may also be based on case rates,per diems and in some circumstances,include risk-adjustment mechanisms,quality incentives, pay-for-performance and other incentive and adjustment mechanisms.Retroactive adjustments are occasionally made to Aetna's contract rates(e.g.,because the federal government does not issue cost of living data in sufficient time for an adjustment to be made on a timely basis,or because contract negotiations were not completed by the end of the prior price period or due to contract dispute settlements). In all such cases,Aetna shall adjust Customer's payments accordingly. Customer's liability for all such adjustments shall survive the termination of this Services Agreement. C. Aetna reserves the right to set a minimum plan benefit design structure for in-area network claims to which Customer must comply in order to participate in Aetna's Network Program. D. Aetna will provide Customer with physician directories in an amount up to 100%of eligible employees plus 20%of die current enrolled employees. Customer shall pay the costs of providing any additional directories which it requests. VI. Subrogation Services: Aetna will provide assistance to Customer for subrogation/reimbursement services,which will be delegated to an organization of Aetna's choosing in accordance with Section 20.13 of the Master Services Agreement.Any reference in this section to "Aetna" shall be deemed to include a reference to its contracted representative,unless a different meaning is clearly required by the context. Subrogation/reimbursement language must be included in the Customer's summary plan description(SPD) and the SPD must be finalized and available to Customer's employees before subrogation/reimbursement matters can be investigated and pursued.Aetna will continue to process claims during the investigation process.Aetna will not pend or deny claims for subrogation/reimbursement purposes. For any monies collected as a result of subrogation/reimbursement efforts,Aetna or its contracted representative shall retain the percentage identified in the Service and Fee Schedule. Such percentage of recovery shall constitute full and complete (i) compensation for services rendered and(ii) reimbursement of reasonable expenses incurred while pursuing subrogation/reimbursement recoveries.Reasonable expenses include but are not limited to (a) collection agency fees,(b)police and fire reports,(c) asset checks, (d)locate reports and(e) attorneys' fees. Fund Products SAS 41 Aetna shall advise Customer if the pursuit of recovery requires initiation of formal litigation. In such event,Customer shall have the option to approve or disapprove the initiation of litigation. Aetna will credit net recoveries to the Customer.Aetna does not adjust individual member claims for subrogation/reimbursement recoveries. Aetna has the exclusive discretion: (a) to decide whether to pursue potential recoveries on subrogation/reimbursement claims;(b) to determine the reasonable methods used to pursue recoveries on claims,subject to the proviso with respect to initiation of formal litigation above; and(c)to decide whether to accept any settlement offer relating to a subrogation/reimbursement claim. Upon completion of an authorization form,Aetna shall provide the Customer contact with access to the Rawlings portal to view and or print a Summary report of all recoveries in a given quarter and year to date,Closed reports"with"and"without"recovery,the amount of the health plan lien,the member's associated with the lien an Open file report of cases the supplier is still pursing by member name,date of accident/injury,type of accident(motor vehicle accident,etc.) and amount of health plan lien. If no monies are recovered as a result of the subrogation/reimbursement pursuit,no fees or expenses incurred by Aetna or its contracted representative for subrogation/reimbursement activities will be charged to Customer. Notwithstanding the above,should Customer pursue,recover by settlement or otherwise,waive any subrogation/reimbursement claim,or instruct Aetna to cease pursuit of a potential subrogation claim,Aetna will be entitled to its standard fee,which will be calculated based on the full amount of claims paid at the time Customer resolves the file or instructs Aetna to cease pursuit. If Customer notifies Aetna of its election to terminate the Services provided by Aetna,all claims identified for potential subrogation/reimbursement recovery prior to the date notification of such election is received,including both open subrogation files and claims still under investigation,shall be handled to conclusion by Aetna and shall be governed by the terms of this provision,unless otherwise mutually agreed.Aetna will not investigate or handle subrogation/reimbursement cases or recoveries on any matters identified after Customer's termination date. Fund Products SAS 42 VII. Benefit Funding With respect to Aetna HealthFund@ Products,as used herein"Plan Benefits"means payments under the Plan including payments under the Health Fund,excluding copayments,coinsurance, or deductibles required by the Plan not reimbursed by the Health Fund,as well as payments made under the Health Fund to reimburse Plan Participants for copayments,coinsurance or deductibles.With respect to Aetna PharmacyFund,as used herein"Plan benefits"means payments under the Plan including payments under the PharmacyFund,excluding copayments, coinsurance,and deductibles required by the Plan not reimbursed by the PharmacyFund,as well as payments made under the PharmacyFund to reimburse Plan Participants for copayments, coinsurance and deductibles.With respect to Aetna DentalFund,as used herein"Plan benefits" means payments under the Plan including payments under the Dental Fund excluding copayments,coinsurance and deductibles required by the Plan not reimbursed by the Dental Fund,as well as payments made under the Dental Fund to reimburse Plan Participants for copayments,coinsurance and deductibles.Otherwise,as used herein"Plan benefits"means payments under the Plan,excluding any copayments,coinsurance or deductibles required by the Plan.The term"Health Fund" shall mean the employer funded savings account portion of the Aetna HealthFund.The term"Pharmacy Fund"shall mean the employer funded savings account portion of the Aetna PharmacyFund.The term"Dental Fund"shall mean the employer funded savings account portion of the Aetna DentalFund. VIII. Group Health Certification Services Relative to P.L.104-191,the Health Insurance Portability and Accountability Act of 1996 and Related Regulations Aetna will assist the Customer with the preparation and distribution of Certifications of Prior Group Health Coverage for health expense coverage which is administered under the terms of the Services Agreement.Aetna will be entitled to rely upon the information provided by the Customer in the production and distribution of such certifications. IX. Performance Guarantees Any Performance Guarantees applicable to Aetna's provision of Services pursuant to the Self Funded Medical Plan are attached in Appendix II to the Services Agreement. X. Fees The following Administrative Fees are provided in conjunction with Aetna's Services relating to the self funded medical products offered under the Plan Sponsor's self funded benefits plan.All Administrative Fees from this SAS are summarized in the following Service and Fee Schedule. Fund Products SAS 43 SERVICE AND FEE SCHEDULE The corresponding Service Fees effective for the period beginning January 1,2013 and ending December 31, 2015 are specified below.They shall be amended for future periods,in accordance with Section 6 of the Master Services Agreement.Any reference to"Member"shall mean a Plan Participant as defined in the Master Services Agreement. Product Per Employee*Per Month Fee- *A person within classes that are specifically described in Appendix I,including employees,retirees,COBRA continues and any other persons including those of subsidiaries and affiliates of Customer who are reported,in writing,to Aetna for inclusion in the Services Agreement. Aetna HealthFund®ChoiceTM POS II Medical $37.47 Services applicable and included in above PEPM fees (except where indicated otherwise) I. Administration Services Included II. Aetna Health ConnectionssM Services • Utilization Management Inpatient and Included Outpatient Precertification(N/A to Aetna DentalFund) • Utilization Management Concurrent Review Included (N/A to Aetna DentalFund) • Utilization Management Discharge Planning Not Included (N/A to Aetna DentalFund) • Utilization Management Retrospective Review Not Included (N/A to Aetna DentalFund) • Case Management Program(N/A to Aetna Included DentalFund) • Infertility Case Management(N/A to Aetna Not Included DentalFund) Not Included • National Medical Excellence/Institutes of Excellence with transportation and lodging expense(N/A to Aetna DentalFund) • MedQuerysM with Member Messaging(N/A Included to Aetna DentalFund) Fund Products SFS 44 • MedQuerysM without Member Messaging Not Included (N/A to Aetna DentalFund) • Preventive Care Consideration(PCC)paper Not Included copy • Aetna Health ConnectionssM Disease Included Management(N/A to Aetna DentalFund) • Beginning RightsM Maternity Program(N/A Not Included to Aetna DentalFund) • Informed Health Line as follows Nurseline 1-800# Only(N/A to Aetna Included DentalFund) Service Plus Components (N/A to Aetna Not Included DentalFund) Optional Service Components (N/A to Aetna Not Included DentalFund • Wellness Counseling(N/A to Aetna Not Included DentalFund) • Healthy Body,Healthy Weight(N/A to Aetna Not Included DentalFund) • Onsite Health Screening Services (N/A to Not Included Aetna DentalFund) • Simple Steps To A Healthier Life®(N/A to Included Aetna DentalFund) Not Included • Simple Steps Incentive Tracking(N/A to Aetna DentalFund) • Personal Health Record Not Included CareEngine®-Powered PHR(N/A to Aetna DentalFund) PHR Health Tracker Incentive(N/A to Aetna DentalFund • Focused Psychiatric Review(N/A to Aetna Included DentalFund) • Managed Behavioral Health(N/A to Aetna Not Included DentalFund) • Intensive Case Management(N/A to Aetna Not Included DentalFund) • Medical/Psychiatric Case Management(N/A Not Included to Aetna DentalFund) ■ Depression Disease Management(N/A to Not Included Fund Products SFS 45 Aetna DentalFund) • Anxiety Disease Management(N/A to Aetna Not Included DentalFund) • Alcohol Disease Management(N/A to Aetna Not Included DentalFund) • Quit Tobacco (N/A to Aetna DentalFund) Not Included • Healthy Lifestyle Coaching(N/A to Aetna Not Included DentalFund) • Radiology Benefit Management(N/A to Not Included Aetna DentalFund) • e.Plan Sponsor Monitor Level C Included Level D Not Included ■ Flexible Medical Model Flex Option 1 (N/A to Aetna DentalFund) Not Included Flex Option 2 (N/A to Aetna DentalFund) Flex Option 3 (N/A to Aetna DentalFund) Frequent ER Visits (N/A to Aetna DentalFund) Informed Health Line Call Backs (N/A to Aetna DentalFund) Post Partum Calls (N/A to Aetna DentalFund) Pharmacy Non-Compliance(N/A to Aetna DentalFund) Multiple Visits to Providers(N/A to Aetna DentalFund) ■ Aetna's Compassionate CareSM Program Not Included ■ ACCP Enhanced Hospice Benefits Package Not Included ■ Designated Team Not Included Not Included ■ Dedicated Team Not Included Fund Products SFS 46 ■ CAT(Care Advocate Team) Aetna Health Connections Get Active! SM as follows: Not Included Shape up competition/tracking multi-week Not Included program(with) (without)pedometer Stay in Shape Year-round Program(with) (without) pedometer ■ Aetna Benefits Advisor Not Included Member Health Engagement Plan(MHEP) Not Included Progress Bar Not Included Incentive Administration Not Included Mindfulness at Workfm Not Included ■ Viniyoga TM Stress Reduction Not Included IV. Aetna Subrogation Program 27% of recovered amount will be retained V. Group Health Certification Not Applicable Services VI. National Advantage Program National Advantage Access Fee: SNAP) National Advantage-Facility Included 40%of Aggregate Savings— Charge Review(NAP-FCR) Fee will be included in Plan Benefit Funding National Advantage-Facility Not Included Request from Bank Charge Review(NAP- FCR/MBB) National Advantage-Facility Not Included Charge Review(NAP- FCR/FD) National Advantage-Itemized Included Bill Review BR Aetna also may adjust Service Fees effective as of the date on which any of the following occurs. Fund Products SFS 47 (1) If,for any product,there is a: ■ 15%decrease in the number of Employees by product or in aggregate from the number assumed in Aetna's quotation of September 8,2011,or from any subsequently reset assumptions. Name of Product(s) Assumed Number of Employees Active HDHP CPOSII 550 Employees ■ 15%increase in the Member to Employee ratio from the ratio assumed in Aetna's quotation of September 8,2011,or from any subsequently reset assumptions. Name of Product(s) Assumed Ratio Active HDHP CPOSII 2.04 Members to 1 Employees ■ 15%increase in the processed claim transactions per Employee(PCTs)ratio from the ratio assumed in Aetna's quotation of September 8,2011 or from any subsequently reset assumptions. Name of Products) Assumed PCT Ratio Active HDHP CPOSII 15 PCTs to 1 Employees (2) Change in Plan-A material change in Plan is initiated by the Customer or by legislative action. (3) Change in Claim Administration-A material change in claim payment requirements or procedures,account structure,or any other change materially affecting the manner or cost of paying benefits. Late Payment Charges In addition to any termination rights under the Services Agreement which may apply,if the Customer fails to provide funds on a timely basis to cover Plan benefit payments as provided in Section 8 of the Master Services Agreement,and/or fails to pay Service Fees on a timely basis as provided in Section 6 of the Master Services Agreement,Aetna will assess a late payment charge.The charge for 2013 will be as follows: (i) late funds to cover Plan benefit payments (e.g.,late wire transfers): 9%annual rate (ii) late payments of Service Fees: 9%annual rate In addition,Aetna will assess a charge to recover its costs of collection including reasonable attorneys'fees. The late payment charge percentage specified above is subject to change annually. Fund Products SFS 48 SELF FUNDED PRESCRIPTION DRUG BENEFITS PLAN STATEMENT OF AVAILABLE SERVICES EFFECTIVE 1/1/2013 Prior to the Effective Date,Customer,or Contractholder,as applicable(hereinafter"Customer")and Aetna entered into a Master Services Agreement,Administrative Services Agreement or other similar agreement which enabled Customer to make available to Plan Participants one or more products offered by Aetna under certain general terms and conditions (the"Agreement"). Customer now wishes to make available to Plan Participants the products described as Services in this Statement of Available Services (or"SAS") and accompanying Service and Fee Schedule. Unless othenvise agreed in writing, only die Services selected by Customer in the Service and Fee Schedule(as may be modified by Aetna from time to time pursuant to this Statement of Available Services) and die Agreement will be provided by Aetna.Additional Services may be provided at Customer's written request under the terms of this Statement of Available Services and the Agreement.This SAS and the Service and Fee Schedule which is incorporated by reference herein shall supersede any previous SAS or other document describing the Services herein. In the event of a conflict between the terms of this SAS and the Agreement or between the terms of this SAS and any other agreement previously entered into by Customer and Aetna,the terms of this SAS shall control. I. Excluded and/or Superseded Provisions of Agreement: A.Term Unless one party informs the other of its intent to allow this SAS to terminate in accordance with the Agreement, die initial term of this SAS shall be 3 Years beginning on the Effective Date as first written above(referred to as an"Agreement Period").This SAS will automatically renew for additional Agreement Periods (successive one- year terms)unless otherwise terminated pursuant to the Agreement. If the Agreement does not provide a termination clause,either party may terminate this SAS by giving the other party at least thirty-one(31) days written notice stating when,after the date of such notice,such termination shall become effective. B. Benefit Funding The"Benefit Funding"or"Funding of Plan Benefits"section of the Agreement is superseded by Section IV.B.Lof this SAS. C. Audit Rights The"Audit Rights"section of the Agreement is superseded by Section VII of this SAS. II. Claim Fiduciary Customer and Aetna agree that with respect to applicable state law,Aetna will be the "appropriate named fiduciary" of the Plan for the purpose of reviewing denied claims under the Plan.Customer understands that the performance of fiduciary duties under applicable 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. III.Definitions: When used in this Statement of Available Services and/or the Self Funded Prescription Drug Benefits Plan Service and Fee Schedule,all capitalized terms shall have the following meanings: "Administrative Fees"or"Services Fees"means an amount agreed to by Customer and Aetna in consideration of the Services. RX SAS 49 "Aetna" shall include a subsidiary,affiliate or subcontractor of its choosing for the purposes of services to be performed under this Statement of Available Services and/or Service and Fee Schedule. "Aetna Mail Order Pharmacy"means a licensed pharmacy designated by Aetna to provide or arrange for Covered Services to Plan Participants and shall include a subcontractor of its choosing for the purposes of services to be performed under this Statement of Available Services and/or Service and Fee Schedule. "Aetna Specialty Pharmacy"means a licensed pharmacy designated by Aetna to provide or arrange for Covered Services to Plan Participants and shall include a subcontractor of its choosing for the purposes of services to be performed under this Statement of Available Services and/or Service and Fee Schedule. "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).The applicable AWP for Prescription Drugs filled in (a) any Participating Pharmacy other than a mail service pharmacy will be the AWP on the date the drug was dispensed for the NDC for the package size from which the drug was actually dispensed,and(b) any mail service Participating Pharmacy will be the AWP on the date the drug was dispensed for the 11-digit NDC for the package size from which the drug was actually dispensed. "Bank" means the bank selected by Aetna on which benefit payment costs are paid. "Benefit Cost(s)" means the cost of providing Covered Services to Plan Participants and includes amounts paid to Participating Pharmacies and other providers.Benefit Costs do not include Cost Share amounts paid by Plan Participants.Benefit Costs do not include Service Fees.The Benefit Cost includes any Dispensing Fee paid to a Participating Pharmacy or other provider for dispensing covered medications to Plan Participants. "Benefit Plan Design"means the terms,scope and conditions for Prescription Drug or device benefits under a Plan,including Formularies,exclusions,days or supply limitations,prior authorization or similar requirements, applicable Cost Share,benefit maximums and any other features or specifications as may be included in Plan documents,as communicated by Customer to Aetna in accordance with any implementation procedures . described herein. Customer shall disclose to Plan Participants any and all matters relating to the Benefit Plan Design that are required by law to be disclosed,including information relating to the calculation of Cost Share or any other amounts that are payable by a Plan Participant in connection with the Benefit Plan Design. "Brand Drug"means a Prescription Drug with a proprietary name assigned to it by the manufacturer and distributor.Brand Drug does not include those drugs classified as a Generic Drug hereunder. "Calculated Ingredient Cost"means the lesser of: a) AWP less the applicable percentage Discount; b) MAC;or c) U&C Price. The Calculated Ingredient Cost does not include the Dispensing Fee,the Cost Share or sales tax,if any. "Claim"or"Claims"means any electronic or paper request for payment or reimbursement arising from a Participating Pharmacy providing Covered Services to a Plan Participant. "Compound Prescription"means a Prescription Drug which would require the dispensing pharmacist to produce an extemporaneously produced mixture containing at least one Federal Legend drug,the end product of which is not available in an equivalent commercial form.For purposes of this Agreement,a prescription will not be considered a Compound Drug if it is reconstituted or if the only ingredient added to the prescription is water, alcohol,a sodium chloride solution or other common dilatants. "Concurrent Drug Utilization Review"or"Concurrent DUR"means the review of drug utilization when an On-Line Claim is processed by Aetna at the point of sale. RX SAS 50 "Cost Share"means that portion of the charge for a Prescription Drug or device dispensed to a Plan Participant that is the responsibility of the Plan Participant as provided in the applicable Plan,including coinsurance, copayments,deductibles and penalties,and may be a fixed amount or a percentage of an applicable amount. 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. "Covered Services"means Prescription Drugs,Specialty Products,over-the-counter medications or other services or supplies that are covered under the terms and conditions set forth in the description of the Plan. "Discount"means the Calculated Ingredient Cost rate or MAC to be charged by Aetna to Customer for Prescription Drugs.The Discount excludes the Dispensing Fee,Cost Share and sales tax,if any. "Dispensing Fee"means an amount agreed by Customer and Aetna in consideration of die costs associated with a Participating Pharmacy dispensing medication to a Plan Participant. "DMR Claim"means a direct member(Plan Participant) reimbursement claim. "Effective Date"means the Effective Date set forth above in the heading of the SAS. "Formulary"or"Formularies"means the list(s)of Prescription Drugs and supplies approved by the U.S.Food and Drug Administration("FDA") developed by Aetna which classifies drugs and supplies for purposes of benefit design and coverage decisions. "Generic Drug"means a Prescription Drug,whether identified by its chemical,proprietary,or non-proprietary name that(a)is accepted by the U.S.Food and Drug Administration as therapeutically equivalent and interchangeable with drugs having an identical amount of the same active ingredient,or(b)is deemed by Aetna to be pharmaceutically equivalent and interchangeable with chugs having an identical amount of the same active ingredient. "Implementation Credit"if applicable,is a credit provided to Customer to cover specific costs related to the transition from another vendor to Aetna and further described in the Service and Fee Schedule "Law"means any law,statute,rule,regulation,ordinance and other pronouncement having the effect of law of the United States of America,any foreign country or any domestic or foreign state,county,city or other political subdivision,or of any governmental or regulatory body,including without limitation,any court,tribunal, arbitrator,or any agency,authority,official or instrumentality of any governmental or political subdivision. "Maximum Allowable Cost"or"MAC"means the cost basis for reimbursement established by Aetna, as modified from time to time,for the same dose and form of Generic Drugs which are included on Aetna's applicable MAC List. "MAC List(s)"means the lists of MAC payment schedules for Prescription Drugs,devices and supplies identified as readily available as a Generic Drug or generally equivalent to a Brand Drug(in which case the Brand Drug may also be on the MAC List) and developed and maintained or selected by Aetna and that,in each case, are deemed to require or are otherwise capable of pricing management due to the number of drug manufacturers, utilization and/or pricing volatility. "Mail Order Exception List"means the list of Prescription Drugs established by Aetna that includes Brand Drugs adjudicating as Generic Drugs,trademark Generic Drugs,any Generic Drug that is manufactured by one (1)manufacturer(or multiple manufacturers,for example,in the case of"authorized" Generic Drugs),and any Generic Drug that has an AWP within twenty-five percent(25%) of the AWP of the equivalent Brand Drug.The Mail Order Exception List is subject to change. "National Drug Code"or"NDC"means a universal product identifier for human drugs.The National Drug Code Query(NDCQ) content is limited to Prescription Drugs and a few selected OTC products.The National RX SAS 51 Drug Code(NDC) Number is a unique,eleven-digit,three-segment number that identifies the labeler/vendor, product,and trade package size. "On-Line Claim"means a claim that(i) meets all applicable requirements,is submitted in the proper timeframe and format,and contains all necessary information,and(ii)is submitted electronically for payment to Aetna by a Participating Pharmacy as a result of provision of Covered Services to a Plan Participant. "Participating Pharmacy"means a Participating Retail Pharmacy,Aetna Mail Order Pharmacy or Aetna Specialty Pharmacy. "Participating Retail Pharmacy"means any licensed retail pharmacy that has entered into an arrangement with Aetna to provide Covered Services to Plan Participants. "Pharmacy Audits" shall have the meaning set forth in Section VII.A.1. "Plan"shall mean the self-funded employee health benefits plan for certain eligible Plan Participants. "Plan Participants"shall mean employees,dependents,beneficiaries,retirees,or members as referenced in the Plan documents,or any term used by Customer to designate participants in the Plan. "Precertification"means a process under which certain drugs require prior authorization(prior approval)before Plan Participants can obtain them as a covered benefit.The Aetna Pharmacy Management Precertification Unit must receive prior notification from physicians or their authorized agents requesting coverage for medications on the Precertification List. "Prescriber"means an individual who is appropriately licensed and permitted by law to order drugs that legally require a prescription. "Prescription Drug"means a legend drug that,by Law,cannot be sold without a written prescription from an authorized Prescriber.For purposes of this Agreement,insulin,certain supplies,and devices shall be considered a Prescription Drug. "Prospective Drug Utilization Review"or"Prospective DUR"means a review of drug utilization that is performed before a prescribed medication is covered under a Plan. "Rebates" shall mean certain monetary distributions made to Customer by Aetna under the pharmacy benefit and funded from retrospective amounts paid to Aetna (i)pursuant to the terms of an agreement with a pharmaceutical manufacturer, (ii)in consideration for the inclusion of such manufacturer's drug(s) on Aetna's Formulary,and(iii)which are directly related and attributable to,and calculated based upon,the specific and identifiable utilization of certain Prescription Drugs by Plan Participants. "Rebate Contract Excerpts",if any,shall have the meaning set forth in Section VII. "Rebate Guarantee"means the Rebate amount that Aetna guarantees Customer will receive as set forth in the Service and Fee Schedule. "Retrospective Drug Utilization Review"or"Retrospective DUR"means a review of drug utilization that is performed after a Claim for Covered Services is processed. "Service and Fee Schedule"means a document entitled same and incorporated herein by reference setting forth certain guarantees (if applicable),underlying conditions and other financial information relevant to Customer. "Services"shall have the meaning set forth in Section IV.A.1. "Specialty Products"means those injectable and non-injectable Prescription Drugs,other medicines,agents, substances and other therapeutic products that are designated in the Service and Fee Schedule and modified by RX SAS 52 Aetna from time to time in its sole discretion as Specialty Products on account of their having particular characteristics,including one or more of the following: (a)they address complex,chronic diseases with many associated co-morbidities (e.g.,cancer,rheumatoid arthritis,hemophilia,multiple sclerosis), (b) they require a greater amount of pharmaceutical oversight and clinical monitoring for side effect management and to limit waste, (c) they have limited pharmaceutical supply chain distribution as determined by the drug's manufacturer and/or (d) their relative expense. "Step-Therapy"means a type of Precertification under which certain medications will be excluded from coverage unless the Plan Participant tries one or more"prerequisite"drug(s) first,or unless a medical exception for coverage is obtained. "Termination Notice Date",if applicable,shall have the meaning set forth in Section VI. "Usual and Customary Retail Price"or"U&C Price"means the cash price less all applicable customer discounts which Participating Pharmacy usually charges customers for providing pharmaceutical services. "Wholesale Acquisition Cost''"or"WAC"means the wholesale acquisition cost of a prescription drug as listed in the Medispan weekly price updates (or any other similar publication designated by Aetna)received by Aetna. N. Administration Services: Subject to the terms and conditions of this Statement of Available Services, the Services to be provided by Aetna, as well as certain Customer obligations in connection thereto,are described below. A. General Responsibilities and Obligations 1. Services Customer will purchase and Aetna will provide to Customer the services designated in this Statement of Available Services,if selected in the Service and Fee Schedule,and such other services Customer requests of Aetna and Aetna agrees in writing to perform,as further described herein(the"Services"). Customer acknowledges that Aetna may utilize the services of external reviewers or contractors in performing these Services.The Services to be provided by Aetna and the Service Fees may be adjusted by Aetna effective on the commencement of any Agreement Period,or at other times as indicated in the Service and Fee Schedule. 2. Customer's Responsibilities Customer shall perform the obligations set forth in the Agreement and in this Statement of Available Services,including without limitation,the Service and Fee Schedule. 3. Exclusivity During the term of this Statement of Available Services,Customer shall use Aetna as the exclusive provider of the Benefit Plan Design,including without limitation,pharmacy claims processing,pharmacy network management,clinical programs,formulary management and rebate management.All terms under this Statement of Available Services and on the attached Service and Fee Schedule are conditioned on Aetna's status as the exclusive provider of the Benefit Plan Design.Any failure by Customer to comply with this Section shall constitute a material breach of this Statement of Available Services and the Agreement.Without limiting Aetna's other rights or remedies,in the event Customer fails to comply Nvith this Section,Aetna shall have the right to modify the terms and conditions of this Statement of Available Services,including without limitation,the financial terms set forth in the Service and Fee Schedule and any Performance Guarantees attached hereto. B. Pharmacy Benefit Management Services 1. Pharmacy Claims Processing RX SAS 53 a. On-Line Claims Processing.Using Aetna's normal claim determination,payment and audit procedures and applicable cost control standards in a manner consistent with the terms of the description of Plan benefits and this Statement of Available Services,Aetna will perform claims processing services for Covered Services that are provided by a Participating Pharmacy after the Effective Date,and submitted electronically to Aetna's on-line claims processing system. On-Line Claim processing services shall include confirmation of coverage,performance of drug utilization review activities pursuant to this Statement of Available Services,determination of Covered Services, and adjudication of the On-Line Claims.Aetna or Customer,as applicable,shall have ultimate and final responsibility for all decisions with respect to coverage of an On-Line Claim and the benefits allowed under the Plan as set forth in the Agreement. b. DMR Claims Processing. If specified on the description of Plan benefits,Aetna will process DMR Claims using Aetna's normal claim determination,payment and audit procedures and applicable cost control standards in a manner consistent with the terms of the description of Plan benefits.The Plan Participant or Medicaid agency where applicable,shall be responsible for submitting DMR Claims directly to Aetna on such forms)provided by Aetna within the timeframe specified on the description of Plan benefits.Aetna will process DMR Claims and,where appropriate,will reimburse such Plan Participant or Medicaid agency on behalf of Customer the lesser of: (i) the amount invoiced and indicated on such DMR Claim;or(ii) the amount the Plan Participant is entitled to be reimbursed for such claim pursuant to the description of Plan benefits.With respect to any Plan Participant who submits a DMR Claim which is denied on behalf of Customer,Aetna will notify said Plan Participant of the denial and of said Plan Participant's right of review of the denial in accordance with applicable federal and state laws.Aetna or Customer,as applicable,shall have ultimate and final responsibility for all decisions with respect to coverage of a DMR Claim and the benefits allowed under the Plan as set forth in the Agreement. c. Additional Services Related to Claims Processing.Whenever Aetna determines that benefits and related charges are payable under the Plan,Aetna will issue a payment of such benefits and related charges on behalf of Customer.Plan benefit payments and related charges of any amount payable under the Plan 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 Agreement, expressly authorizes Aetna to issue and accept such checks on behalf of Customer for the purpose of payment of Plan benefits and other 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);(ii) first business day of the month for incurred benefit payments not otherwise covered by weekly benefit funding payments (periodic benefit true- up payments) and(iii)upon notice from Aetna or the Bank of the amount of payments made by Aetna,Customer will submit an ACH in the amount of the payment.. As used herein"Plan benefits" means payments under the Plan,excluding any copayments,coinsurance or deductibles required by the Plan. Aetna reserves the right to place stop payments on all outstanding benefit checks (i.e.,checks which have not been presented for payment) on the sooner of: (A) one(1)year following the date Aetna completes its runoff processing obligations;or (B) five(5) days following Customer's failure to provide requested funds or pay Service Fees due in accordance with the Termination section of the Agreement. d. Where the Plan contains a coordination of benefits clause or antiduplication clause,Aetna will administer all Claims consistent with such provisions and any information concurrently in its possession as to duplicate or primary coverage.Aetna shall have no obligation to recover sums owed to the Plan by virtue of the Plan's rights to coordinate where the Claim was incurred prior to the Effective Date.Aetna has no obligation to bring actions based on subrogation or lien rights. 2. Pharmacy Network Management RX SAS 54 a. Participating Retail Pharmacies.Aetna shall provide Plan Participants access to Participating Retail Pharmacies.Aetna shall make available an updated listing of Participating Retail Pharmacies on its internet-,vebsite and via its member services call center.Any additions or deletions to the network of Participating Retail Pharmacies shall be made in Aetna's sole discretion.Aetna shall provide notice to Customer of any deletions that have a material adverse impact on Plan Participants'access to Participating Retail Pharmacies.Aetna shall direct each Participating Retail Pharmacy to(a)verify the Plan Participant's eligibility using Aetna's on-line claims system,and(b) charge and collect the applicable Cost Share from Plan Participants for each Covered Service.Aetna will adjudicate On- Claims for Covered Services from Participating Retail Pharmacies using the negotiated rates that Aetna has in place with the applicable Participating Retail Pharmacy. i. Aetna shall require each Participating Retail Pharmacy to comply with Aetna's applicable network participation requirements.Aetna does not direct or otherwise exercise any control over the professional judgment exercised by any pharmacist dispensing prescriptions or providing pharmacy services.Participating Retail Pharmacies are independent contractors of Aetna and Aetna shall have no liability to Customer,any Plan Participant or any other person or entity for any act or omission of a Participating Retail Pharmacy or its agents,employees or representatives. ii. Aetna shall establish and maintain policies and procedures which it may revise from time to time specifying how and when a Participating Retail Pharmacy will be audited to review compliance with such pharmacy's agreement with Aetna.The audit may be conducted by Aetna's internal auditors and/or outside auditors,and may consist of a"desktop audit of Claims submitted by the Participating Retail Pharmacy and/or a review of prescription and other records located onsite at such pharmacy.Any overpaid or erroneously paid amounts recovered by Aetna from a Participating Retail Pharmacy pursuant to an audit shall be credited to Customer net of any fees charged by Aetna in accordance with the Service and Fee Schedule or by Aetna's designated outside auditors,as applicable.Aetna shall attempt recovery of overpayments or payments made in error through offsets or demand of amounts due.In no event-vvill Aetna be required to initiate litigation to recover any overpayments or payments made in error. iii. Aetna shall adjudicate each On-Line Claim for services rendered by a Participating Retail Pharmacy at the applicable Discount and Dispensing Fee negotiated between Aetna and Customer.For the avoidance of doubt,the Benefit Cost paid by Customer in connection with On-Line Claims for services rendered by Participating Retail Pharmacies may or may not be equal to the Discount and Dispensing Fees negotiated between Aetna and such pharmacies. b. Aetna Mail Order Pharmacy:Aetna shall provide Plan Participants with access to the Aetna Mail Order Pharmacy.Aetna shall make available information regarding how Plan Participants may access and use the Aetna Mail Order Pharmacy on its internet website and via its member services call center.The Aetna Mail Order Pharmacy shall verify the Plan Participant's eligibility using Aetna's on- line claims system,and shall charge and collect the applicable Cost Share from Plan Participants for each Covered Service.The Aetna Mail Order Pharmacy generally Nvill require that medications and supplies be dispensed in quantities not to exceed a 90-day supply,unless otherwise specified in the description of Plan benefits. If the prescription and applicable Law do not prohibit substitution of a Generic Drug equivalent,if any,for the prescribed drug,or if the Aetna Mail Order Pharmacy obtains consent of the Prescriber,the Aetna Mail Order Pharmacy shall require that the Generic Drug equivalent be dispensed to the Plan Participant. Certain Specialty Drugs,some acute drug products or certain compounds'cannot be ordered through the Aetna Mail Order Pharmacy.The Aetna Mail Order Pharmacy shall make refill reminder and on-line ordering services available to Plan Participants.Aetna and/or the Aetna Mail Order Pharmacy may promote the use of the Aetna Mail Order Pharmacy to Plan Participants through informational mailings,coupons or other financial incentives at Actna's and/or the Aetna Mail Order Pharmacy's cost,unless otherwise agreed upon by Aetna and Customer. RX SAS 55 c. Aetna Specialty Pharmacy.Aetna shall provide Plan Participants with access to the Aetna Specialty Pharmacy.Aetna shall make available information regarding how Plan Participants may access and use the Aetna Specialty Pharmacy on its internet website and via its member services call center.The Aetna Specialty Pharmacy shall verify the Plan Participant's eligibility using Aetna's on-line claims system,and shall charge and collect the applicable Cost Share from Plan Participants for each Covered Service.The Aetna Specialty Pharmacy generally will require that Specialty Drug medications and supplies be dispensed in quantities not to exceed a 30-day supply,unless otherwise specified in the description of Plan benefits.If the prescription and applicable Law do not prohibit substitution of a Generic Drug equivalent,if any,to the prescribed drug,or if the Aetna Specialty Pharmacy obtains consent of the Prescriber,the Aetna Specialty Pharmacy shall require that the Generic Drug equivalent be dispensed to the Plan Participant.The Aetna Specialty Pharmacy shall make refill reminder services available to Plan Participants.Aetna and/or the Aetna Specialty Pharmacy may promote the use of the Aetna Specialty Pharmacy to Plan Participants through informational mailings,coupons or other financial incentives at Aetna's and/or the Aetna Specialty Pharmacy's cost,unless otherwise agreed upon by Aetna and Customer.Further information regarding Specialty Product pricing and limitations is provided in the Service and Fee Schedule. 3. Clinical Programs a. Formulary Management.Aetna shall implement the Formulary and Aetna's formulary management programs,which may include cost containment initiatives and formulary education programs. Customer hereby elects to adopt the Formulary for use with the Plan. Subject to the terms and conditions set forth in this Statement of Available Services,Aetna grants Customer the right to use the Formulary during the term of this Statement of Available Services solely in connection with the Plan,and to distribute or make the Formulary available to Plan Participants. Customer acknowledges and agrees that it has sole discretion and authority to accept or reject the Formulary for the Plan. Customer further acknowledges and agrees that the Formulary is subject to change at Aetna's sole discretion as a result of a variety of factors,including without limitation,market conditions,clinical information,cost,rebates and other factors. Customer also acknowledges and agrees that the Formulary is the Confidential Information of Aetna and is subject to the requirements set forth in this Statement of Available Services and the Agreement. b. Prospective Drug Utilization Review Services.Aetna shall implement and administer as specified in the description of Plan Benefits the Prospective DUR program,which may include Precertification and Step-Therapy programs and other Aetna standard Prospective DUR programs,with respect to On-Line Claims.Under these programs,Plan Participants must meet standard Aetna clinical criteria before coverage of the Prescription Drugs included in the program will be authorized;provided, however,that Customer authorizes Aetna to approve coverage of drugs for uses that do not meet applicable clinical criteria in the event of complications,co-morbidities and other factors that are not specifically addressed in such criteria.Aetna shall perform exception reviews and authorize coverage overrides when appropriate for such programs,and other benefit exclusions and limitations. In performing such reviews,Aetna may rely solely on diagnosis and other information concerning the Plan Participant deemed credible and supplied to Aetna by the requesting provider,applicable clinical criteria and other information relevant or necessary to perform the review. c. Concurrent Drug Utilization Review Services.Aetna shall implement and administer as specified in die description of Plan Benefits its standard Concurrent DUR programs with respect to On-Line Claims.Aetna's Concurrent DUR programs help Participating Pharmacies to identify potential drug interactions,duplicate drug therapy and other circumstances where prescriptions may be clinically inappropriate for Members.Aetna's Concurrent DUR programs are educational programs that are based on available clinical literature.Aetna's Concurrent DUR programs are administered using information submitted to and available in Aetna's on-line claims system,as well as On-Line Claims information submitted by the Participating Pharmacy. d. Retrospective Drug Utilization Review Services.Aetna shall implement and administer as specified in the description of Plan Benefits its standard Retrospective DUR programs with respect to On-Line RX SAS 56 Claims.Aetna's Retrospective DUR programs are designed to help providers and Plan Participants identify circumstances where prescription drug therapy may be clinically inappropriate or other cost- effective drug alternatives may be available.Aetna's Retrospective DUR programs are educational programs and program results may be communicated to Plan Participants,providers and plan sponsors.Aetna's Retrospective DUR programs are administered using information submitted to and available in Aetna's on-line claims system,as well as On-Line Claims information submitted by the Participating Pharmacy. e. Therapeutic Class Management(TCM,.If purchased by Customer as indicated on the Service and Fee Schedule,Aetna shall administer the TCM program.The goal of Aetna's TCM programs is to assist clients in managing their drug benefit spending for high volume or inappropriately managed therapeutic classes. In addition,a client-reporting package will be available to support these programs which will indicate the number of Claims impacted and cost savings associated with the programs. f. Aetna Rx Check Program. If purchased by Customer as indicated on the Service and Fee Schedule, Aetna shall administer the Aetna Rx Check Program.Aetna Rx Check programs use a rapid Retrospective DUR approach. Claims are systematically analyzed,often within 24 hours of adjudication,for possible physician outreach based on program algorithms.The specific outreach programs are designed to promote quality,cost-effective care in accordance with accepted clinical guidelines through mailings or telephone calls to physicians and Plan Participants. Aetna Rx Check will analyze Claims on a daily basis,identify potential opportunities for quality and cost improvements,and will notify physicians or Plan Participants of those opportunities.The physician-based Aetna Rx Check programs will identify: • Certain medications that may duplicate each other's effect; • Certain drug to drug interactions; • Multiple prescriptions and/or Prescribers for certain medications with the potential for misuse; "I • Prescriptions for a multiple daily dose of a targeted Prescription Drug when symptoms might be controlled with a once-daily dosing;and • Plan Participants who have filled prescriptions for brand-new medications that have an A-rated generic equivalent available that could save members money. Another Aetna Rx Check program will notify Plan Participants in selected plans with mail-order drug benefits when they can save money by filling maintenance prescriptions at Aetna Rx Home Delivery versus filling prescriptions at a Participating Retail Pharmacy. g. Save-A-Copays : If purchased by Customer as indicated on the Service and Fee Schedule,Aetna shall administer the Save-A-Copay program.Aetna's Save-A-Copay program is designed to encourage Plan Participants to use Generic Drugs,where appropriate and with the approval of their physician. If Plan Participants switch to a generic alternative from a brand-name product,the Plan Participant Cost Share is reduced for a six month period. In such circumstances,the Customer incurs an additional cost for such Claim equal to the amount the Cost Share is reduced. h. Disease Management Educational Proaam.If purchased by Customer as indicated on the Service and Fee Schedule,Aetna shall administer the Disease Management Educational Program.The Disease Management Educational Program is available to Customers who purchase Aetna managed prescription drug benefit management services,but not Aetna medical benefit plan services.The program consists of Plan Participant identification and outreach based on active Claims analysis for targeted risk conditions,such as asthma and diabetes. Upon identification,Plan Participants will receive a welcome kit introducing the program,complete with important information including educational materials and resources. Customer may choose either the Asthma or Diabetes program or a combination of the two programs. i. Disclaimer Regarding Clinical Programs.Aetna's clinical programs do not dictate or control providers'decisions regarding die treatment of care of Plan Participants.Aetna assumes no liability RX SAS 57 from Customer or any other person in connection with these programs,including the failure of a program to identify or prevent the use of drugs that result in injury to a Plan Participant. . 4. Plan Participant Services and Programs Internet services including Aetna Navigator and Aetna Pharmacy Website. Through Aetna Navigator,Plan Participants have access to the following: ■ Estimating the cost of Prescription Drugs. ■ Prescription Comparison Tool—Compares the estimated cost of filling prescriptions at a Participating Retail Pharmacy to Aetna's Rx Home Delivery mail-order prescription service. ■ Preferred Drug List—Available for Plan Participants who wish to review prescribed medications to verify if any additional coverage requirements apply. ■ View drug alternatives for medications not on the Preferred Drug List. ■ Claim information and EOBs. Through the Aetna Pharmacy website,Plan Participants have access to the following: • Find-A-Pharmacy—This service helps locate an Aetna participating chain or independent pharmacy on hundreds of medications and herbal remedies. • Tips on drug safety and prevention of drug interactions. • Answers to commonly asked questions about prescription drug benefits and access to educational videos. • Preferred Drug List and Generic Substitution List. • Step Therapy List. 5. Rebate Administration a. Customer acknowledges that Aetna contracts for its own account with pharmaceutical manufacturers to obtain Rebates attributable to the utilization of certain prescription products by Plan Participants who receive benefits from Customers for whom Aetna provides pharmacy benefit management services. Subject to the terms and conditions set forth in this Statement of Available Services, including without limitation,Aetna may pay to Customer Rebates based on the utilization by Plan Participants of rebateable Prescription Drugs administered and paid through the Plan Participant's pharmacy benefits. b. If Customer is eligible to receive Rebates under this Statement of Available Services,Customer acknowledges and agrees that Aetna shall retain the interest(if any) on,or the time value of,any Rebates received by Aetna prior to Aetna's payment of such Rebates to Customer in accordance with this Statement of Available Services.Aetna may delay payment of Rebates to Customer to allow for final adjustments or reconciliation of Service Fees or other amounts owed by Customer upon termination of this Statement of Available Services. c. If Customer is eligible to receive a portion of Rebates under this Statement of Available Services, Customer acknowledges and agrees that such eligibility under paragraphs a. and b, above shall be subject to Customer's and its affiliates',representatives'and agents'compliance with the terms of this Statement of Available Services,including without limitation,the following requirements: i. Election of,and compliance with,Aetna's Formulary; ii. Adoption of and conformance to certain benefit plan design requirements related to the Formulary as described in Service and Fee Schedule; RX SAS 58 iii. Distribution of the Formulary(or a summary thereoO to Plan Participants and/or physicians,as applicable;and iv. Compliance with other generally applicable requirements for participation in Aetna's rebate program,as communicated by Aetna to Customer from time to time. Customer further acknowledges and agrees that if it is eligible to receive a portion of Rebates under this Statement of Available Services,such eligibility shall be subject to the condition that Customer, its affiliates,representatives and agents do not contract directly or indirectly with any other person or entity for discounts,utilization limits,Rebates or other financial incentives on pharmaceutical products or formulary programs for Claims processed by Aetna pursuant to this Agreement,without the prior written consent of Aetna.Without limiting Aetna's right to other remedies,failure by Customer to obtain Aetna's prior written consent in accordance with the immediately preceding sentence shall constitute a material breach of the Agreement,entitling Aetna to (a) suspend payment of Rebates hereunder and to renegotiate the terms and conditions of this Agreement,and/or(b) immediately withhold any Rebates earned by,but not yet paid to,Customer as necessary to prevent duplicative Rebates on such drugs. C. General Administration Services 1. Eligibility Transmission The Service Fees set forth under the Service and Fee Schedule assume that Customer will provide eligibility information monthly,or more frequently, from one(1)location by electronic connectivity. Submission of eligibility information by more than one location or via multiple methods will result in additional charges to Customer as determined by Aetna. Costs associated with any custom progranuning necessary to accept eligibility information from Customer are excluded from the Service Fees set forth in the Service and Fee Schedule. Customer has the sole and complete authority to determine eligibility of persons to participate in the Plan. 2. Customer Services a. Aetna will assign an Account Executive to Customer's account.The Account Executive will be available to assist Customer in connection with the general administration of the Services,ongoing communications with Customer and assistance in claims administration and record-keeping systems for Customer's ongoing operation of the Plan. b. Upon request by Customer and consent by Aetna,Aetna will implement changes in Claims administration consistent with Customer's modifications of its Plan.A charge may be assessed for implementing such changes. Customer's Services Fees,as set forth in the Service and Fee Schedule, will be revised if the foregoing amendments or modifications increase Aetna's costs. c. Aetna will provide the following reports to Customer for no additional charge: i. Monthly/Quarterly/Annual Accounting Reports-Aetna shall prepare the following accounting reports in accordance with the benefit-account structure for use by Customer in the financial management and administrative control of the Plan benefits: • a monthly listing of funds requested and received for payment of Plan benefits; • a monthly reconciliation of funds requested to Claims paid within the benefit-account structure; • a monthly or quarterly or annual listing of paid benefits;and • quarterly or annual standard claim analysis reports. RX SAS 59 ii, Annual Accounting Reports-Aetna shall prepare standard annual accounting reports for each major benefit line under the Plan for the Agreement Period that include the following. • forecast of Claim costs; • accounting of experience;and • calculation of Customer reserve. Any additional reporting formats and the price for any such reports shall be mutually agreed upon by Customer and Aetna. d. Customer shall adopt Aetna's administrative and record keeping systems,including the production of Plan Participant identification cards. e. Aetna shall design and install a benefit-account structure separately by class of employees,division, subsidiary,associated company,or other classification reasonably desired by Customer. £ Aetna shall provide plan design and underwriting services in connection with benefit revisions, additions of new benefits and extensions of coverage to new Plan Participants. g. Aetna shall provide cost estimates and actuarial advice for benefit revisions,new benefits and extensions of coverage being considered by Customer. h. Upon request of Customer,Aetna will provide Customer with information reasonably available to Aetna which is reasonably necessary for Customer to prepare reports for the United States Internal Revenue Service and Department of Labor. i. Upon request,Aetna shall provide the following Plan description services: (i). Upon request of Customer,Aetna shall prepare an Aetna standard Plan description,including benefit revisions,additions of new benefits,and extension of coverage under the Plan.If the Customer elects to have an Aetna non-standard Plan description,Aetna will provide a custom Plan description with all costs borne by Customer;or (ii) Upon request of Customer,Aetna will review Customer-prepared employee Plan descriptions, subject to the Customer's final and sole authority regarding benefits and provisions in the self- insured portion of the Plan. Customer acknowledges its responsibility to review and approve all Plan descriptions and any revisions thereto and to consult Customer's legal counsel,at its discretion,with said review and approval. Aetna shall have no responsibility or liability for the content of any of Customer's Plan documents, regardless of the role Aetna may have played in the preparation of such documents. If Customer requires both preparation(a)and review(b),there may be an additional charge. j. Upon request by Customer,Aetna will arrange for the printing of Plan descriptions,with all costs borne by Customer. k. Upon request by Customer,Aetna will arrange for the custom printing of forms and identification cards,with all costs borne by Customer. V. Important Information about the Pharmacy Benefit Management Services A. Customer acknowledges that Aetna contracts for its own account with pharmaceutical manufacturers to obtain Prescription Drug Formulary Rebates directly attributable to the utilization of certain Prescription Drugs by Plan Participants who receive Covered Services. The Rebate amounts negotiated by Aetna with pharmaceutical manufacturers vary based on several factors,including the volume of utilization,benefit plan RX SAS 60 design, and Formulary or preferred coverage terms. Aetna may offer Customer an amount of Rebates on Prescription Drugs that are administered and paid though the Plan Participant's pharmacy benefit. These Rebates are earned when members use drugs listed on Aetna's Formulary and preferred Specialty Products. Aetna determines each customer's Rebates based on actual Plan Participant utilization of those Formulary and preferred Specialty Products for which Aetna also has manufacturer Rebate contracts. The amount of Rebates will be determined in accordance with the terms set forth in Customer's Pharmacy Service and Fee Schedule. Rebates for Specialty Products that are administered and paid through the Plan Participant's medical benefit rather than the Plan Participant's pharmacy benefit will be retained by Aetna as compensation for Aetna's efforts in administering the preferred Specialty Products program. Pharmaceutical rebates earned on Prescription Drugs and Specialty Products administered and paid through the Plan Participant's pharmacy benefits represent the great majority of Rebates. A report indicating the Plan's Rebate payments,broken down by calendar quarter,is included with each remittance received under the program,and is also available upon request.Remittances are distributed as outlined in the Pharmacy Service and Fee Schedule.Interest(if any)received by Aetna prior to allocation to eligible self-funded customers is retained by Aetna. Any material plan changes impacting administration,utilization or demographics may impact Rebate projections and actual Rebates received.Aetna reserves the right to terminate or change this program prior to the end of any Agreement Period for which it is offered if: (a) there is any legal,legislative or regulatory action that materially affects or could affect die manner in which Aetna conducts its Rebate program;(b) any material manufacturer Rebate contracts with Aetna are terminated or modified in whole or in part;or(c) the Rebates actually received under any material manufacturer Rebate contract are less than the level of Rebates assumed by Aetna for the applicable Agreement Period. If there is any legal action,law or regulation that prohibits,or could prohibit,the continuance of the Rebate program,or an existing law is interpreted to prohibit the program,die program shall terminate automatically as to the state or jurisdiction of such law or regulation on the effective date of such law,regulation or interpretation. B. Customer acknowledges that from time to time,Aetna receives other payments from Prescription Drug manufacturers and other organizations that are not Prescription Drug Formulary 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 Prescription Drug Formulary 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 Prescription Drug Formulary Rebate arrangements,and serve educational as well as other functions. Consequently,these payments are not considered Rebates,and are not included in the Rebates provided to Customer,if any. C. Customer acknowledges that in evaluating clinically and therapeutically similar Prescription Drugs for selection for the Formulary,Aetna reviews the costs of Prescription Drugs and takes into account Rebates negotiated between Aetna and Prescription Drug manufacturers. Consequently,a Prescription Drug may be included on the Formulary that is more expensive than a non-Formulary alternative before any Rebates Aetna may receive from a Prescription Drug manufacturer are taken into account.In addition,certain Prescription Drugs may be chosen for Formulary status because of their clinical or therapeutic advantages or level of acceptance among physicians even though they cost more than non-Formulary alternatives.The net cost to Customer for Covered Services will vary based on: (i) die terms of Aetna's arrangements with Participating Pharmacies; (ii) the amount of the Cost Share obligation under the terms of the Plan;and(iii) the amount,if any,of Rebates to which Customer is entitled under this Statement of Available Services and Service and Fee RX SAS 61 Schedule.As a result,Customer's actual claim expense per prescription for a particular Formulary Prescription Drug may in some circumstances be higher than for a non-Formulary alternative. In Plans with Cost Share tiers,use of Formulary Prescription Drugs generally will result in lower costs to Plan Participants.However,where the Plan utilizes a Cost Share calculated on a percentage basis,there could be some circumstances in which a Formulary Prescription Drug would cost the Plan Participant more than a non-Formulary Prescription Drug because: (i) the negotiated Participating Pharmacy payment rate for the Formulary Prescription Drug may be more than the negotiated Participating Pharmacy payment rate for the non-Formulary Prescription Drug;and(ii)Rebates received by Aetna from Prescription Drug manufacturers are not reflected in the cost of a Prescription Drug obtained by a Plan Participant. D. Customer acknowledges that 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 Services.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. Under this Statement of Available Service and Service and Fee Schedule,Customer and Aetna have negotiated and agreed upon a uniform or"lock-in"price to be paid by Customer for all claims for Covered Services dispensed by Participating Retail Pharmacies.This uniform price may exceed or be less than the actual price negotiated and paid by Aetna to the Participating Retail Pharmacy or PBM for dispensing Covered Services.Where the uniform price exceeds the actual price negotiated and paid by Aetna to the Participating Retail Pharmacy or PBM for dispensing Covered Services,Aetna realizes a positive margin. In cases where the uniform price is lower than the actual price negotiated and paid by Aetna to the Participating Retail Pharmacy or PBM for dispensing Covered Services,Aetna realizes a negative margin. Overall,lock-in pricing arrangements result in a positive margin for Aetna.Such margin is retained by Aetna in addition to any other fees,charges or other amounts agreed upon by Aetna and Customer,as compensation for the pharmacy benefit management services Aetna provides to Customer.Also,when Aetna receives payment from Customer before payment to a Participating Pharmacy or PBM,Aetna retains the benefit of the use of the funds between these payments. E. Customer acknowledges that Covered Services under a Plan 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 Services and therefore these pharmacies realize an overall positive margin for the Covered Services 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 Rebates paid to Aetna by manufacturers in connection with Aetna's Rebate program. F. Customer acknowledges that Aetna generally pays Participating Pharmacies (either directly or through PBM) for Brand Drugs whose patents have expired and their Generic Drug equivalents at a single,fixed price established by Aetna(Maximum Allowable Cost or MAC).MAC pricing is designed to help promote appropriate,cost-effective dispensing by encouraging Participating Pharmacies to dispense equivalent Generic Drugs where clinically appropriate.When a Brand Drug patent expires and one or more generic alternatives first become available,the price for the Generic Drug(s)may not be significantly less than the price for the Brand Drug.Aetna reviews the drugs to determine whether to pay Participating Pharmacies (or PBM)based on MAC or continue to pay Participating Pharmacies (or PB1YI) on a discounted fee-for-service basis,typically a percentage discount off of the listed Average Wholesale Price of the drug(AWP Discount).This RX SAS 62 determination is based in part on a comparison under both the MAC and AWP Discount methodologies of the relative pricing of the Brand and Generic Drugs,taking into account any Rebates Aetna may receive from Prescription Drug manufacturers in connection with the Brand Drug.If Aetna determines that under AWP Discount pricing the Brand Drug is less expensive(after taking into account manufacturer Rebates Aetna receives) than the generic alternative(s),Aetna may elect not to establish a MAC price for such Prescription Drugs and continue to pay Participating Pharmacies (or PBM) according to an AWP Discount. In some circumstances;a decision not to establish a MAC price for a Brand Drug and its generic equivalents dispensed by Participating Pharmacies could mean that the cost of such Prescription Drugs for Customer is not reduced.In addition,there may be some circumstances where Customer could incur higher costs for a specific Generic Drug ordered through Aetna Mail Order Pharmacy than if such Generic Drug were dispensed by a Participating Retail Pharmacy.These situations may result from: (i)the terms of Aetna's arrangements with Participating Pharmacies(or PBM);(ii) the amount of the Cost Share;(iii)reduced retail prices and/or discounts offered by Participating Pharmacies to patients;and(iv) the amount,if any,of Rebates to which Customer is entitled under the Statement of Available Services and the Service and Fee Schedule. Claims for certain Generic Drugs ordered through Aetna Mail Order Delivery that cannot be purchased from manufacturers,wholesalers and other suppliers at reduced prices typical of multi-source generic drugs are paid by Aetna at the negotiated prices applicable to Brand Drugs ordered through Aetna Mail Order Pharmacy.Examples of these Generic Drugs include Brand Drugs that are incorrectly coded as generic by the drug pricing publication used by Aetna,trademarked Generic Drugs,any Generic Drug that is manufactured by one(1)manufacturer(or multiple manufacturers in the case of"authorized"Generic Drugs),and any Generic Drug that has an AWP price within twenty-five percent(25%) of the equivalent Brand Drug.Aetna excludes Aetna Mail Order Pharmacy claims for such Generic Drugs from the reconciliation of its standard pharmacy Discount and Dispensing Fee financial guarantees. VI. Early Termination Consequences of Early Termination Without limiting Aetna's other rights or remedies,the following shall apply in the event this Statement of Available Services is terminated (i) by Customer without cause or(ii)by Aetna with cause pursuant to the Agreement: Customer acknowledges and agrees that Aetna shall retain any Rebates earned by,but not yet paid to, Customer as of the effective date of the termination of the Statement of Available Services. VII. Audit Rights A. General Pharmacy Audit Terms and Conditions 1. Subject to the terms and conditions set forth in the Agreement and disclosures made in the Service and Fee Schedule,Customer shall be entitled to have audits performed on its behalf(hereinafter"Pharmacy Audits") to verify that Aetna has (a)processed Claims submitted by participating pharmacies or a pharmacy benefits manager under contract with Aetna,(b)paid Rebates in accordance with this Statement of Available Services and the Service and Fee Schedule.Pharmacy Audits may be performed at Aetna's Minnetonka,MN or Hartford, CT location.For purposes of this Section VII,the term"Aetna" as defined in Section III shall not include subcontractor. 2. Additional Terms and Conditions RX SAS 63 In addition to the audit terms and conditions set forth in the Agreement and the Service and Fee Schedule,the following general terms and conditions shall apply with respect to Pharmacy Audits. a. Auditor Qualifications and Requirements specific to Pharmacy Audits All Pharmacy Audits shall be performed solely by third party auditors meeting the qualifications and requirements of the Agreement,this Statement of Available Services and the Service and Fee Schedule. Customer will ensure that third party auditors conduct Pharmacy Audits on its behalf in accordance with published administrative safeguards or procedures that shall prevent the unauthorized use or disclosure to Customer or any other third party(in the Pharmacy Audit report or otherwise) of any individually identifiable information(including health care information) or financial information contained in the information to be audited.Customer and such individuals will not make or retain any record of provider negotiated rates or financial information included in the audited transactions,or payment identifying information concerning treatment of drug or alcohol abuse, mental/nervous or HIV/AIDS or genetic markers,in connection with any Pharmacy Audit.There must be 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 Mail Order Pharmacy or Aetna Specialty Pharmacy; (ii) has terminated from Aetna within the past 12 months;(iii)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;or(iv)is compensated in a manner which could financially incent the agent to overstate or misconstrue data.Determination of the nature of a conflict of interest shall be at the discretion of Aetna and,in any event,shall be communicated to Customer within ten(10)business days of notice of intent to audit.The auditor chosen by Customer must be mutually agreeable to both Customer and Aetna.Auditors may not be compensated on the basis of a contingency fee or a percentage of overpayments identified,in accordance with the provisions of Section 8.207 through 8.209 of the International Federation of Accountant's (IFAC) Code of Ethics For Professional Accountants (Revised 2004).Auditors shall enter into an appropriate confidentiality agreement with, and acceptable to,Aetna prior to conducting any Audit hereunder. b. Auditor Qualifications and Requirements specific to Rebate Audits Aetna's agreements with pharmaceutical manufacturers are subject to confidentiality agreements.Any audit of Aetna's agreements with pharmaceutical manufacturers will be conducted by(a) one of the major public accounting firms (currently the"Big 4") approved by Aetna whose audit department is a separate stand alone function of its business,or(b) a national CPA firm approved by Aetna whose audit department is a separate stand alone function of its business.Pharmacy Auditors shall enter into an appropriate confidentiality agreement with,and acceptable to,Aetna prior to conducting any Audit hereunder. c. Closing Meeting In the event that Aetna and Customer's auditors are unable to resolve any such disagreement regarding draft Pharmacy Audit findings,either Aetna or Customer shall have the right to refer such dispute to an independent third-party auditor meeting the requirements of the Agreement,this Section VII and the Service and Fee Schedule and selected by mutual agreement of Aetna and Customer.The parties shall bear equally the fees and charges of any such independent third-party auditor,provided however that if such auditor determines that Aetna or Customer's auditor is correct,the non-prevailing party shall bear all fees and charges of such auditor.The determination by any such independent third-party auditor shall be final and binding upon the parties,absent manifest error,and shall be reflected in the final Pharmacy Audit report. B. Additional Claim and Rebate Audit Terms and Conditions RX SAS 64 1. Rebate Audits Subject to the terms and limitations of this Statement of Available Services,the Agreement, and the Service and Fee Schedule including without limitation the general Pharmacy Audit terms and conditions set forth in this Section VII,Customer shall be entitled to audit Aetna's calculation of up to 15%of the Rebates received by Customer which are attributable to the drugs most highly utilized by Plan Participants.Aetna will share the relevant portions of the applicable formulary rebate contracts,including the manufacturer names,drug names and rebate percentages for the drugs being audited.The drugs to be audited will be selected by mutual agreement of the parties.The parties will reasonably cooperate to select drugs for each audit that(a)represent the fewest unique manufacturer rebate contracts required for audit so that the selected drugs represent a maximum of 15%of Customer's Rebates;and(b) are subject to manufacturer rebate agreements that do not contain restrictions prohibiting Aetna from disclosing to Customer portions of such contracts concerning the rebates,payments or fees payable there under (hereinafter the"Rebate Contract Excerpts").Aetna will also provide access to all documents reasonably necessary to verify that Rebates have been invoiced,calculated,and paid by Aetna in accordance with this Statement of Available Services.Prior to the commencement of a Rebate verification audit,Aetna will provide to Customer a report identifying the drugs to be included in such audit. Customer is entitled to only one annual Rebate audit. 2. Pharmacy Claim Audits. Claim audits are subject to the above referenced audit standards for Rebates in the case of a physical, on-site,Claim-based audit.In the case of electronic Claim audits that follow standard pharmacy benefit audit practices where electronic re-adjudication of Claims is requested and processed off-site,Customer may elect to audit 100%of claims. Customer is entitled to only one annual Claim audit. VIII. Fees Administrative Fees are provided in conjunction with Aetna's Services relating to the Benefit Plan Design and summarized in the Service and Fee Schedule. IX. Financial Guarantees In conjunction with the Services provided by Aetna under this Statement of Available Services,Aetna shall provide any financial guarantees set forth in the Service and Fee Schedule. X. Performance Guarantees Any Performance Guarantees applicable to this Statement of Available Services are attached in the Performance Guarantee Appendix as referenced in the Agreement. Rai SAS 65 Service & Fee Schedule City of Fort Worth Revised 3/16/2012 RX SAS 66 'k Aetna Service&Fee Schedule City of Fort Worth PH:00889000 Table of Contents Benefit Plan 68 Pricing Updates&New To Market Products 68 Producer Compensation 69 Assumptions 69 Programs&Services 71 Important Information About Aetna's Pharmacy Benefit Management Services 73 Aetna Specialty Pharmacy 75 Proprietary and Confidential 67 Benefit Plan �= . _ � rt Guaranteed Year 1:AWP-17.00% Year 1:AWP—25.00% AWP Year 2:AWP—17.25% Year 2:AWP—25.25% Brand Drugs Discount Year 3:AWP—17.50% Year 3:AWP—25.50% Guaranteed Year 1: $1.10 Year 1: $0.00 Dispensing Year 2: $1.10 Year 2: $0.00 Fee/ Rx Year 3: $1.10 Year 3: $0.00 Year 1:AWP—74.00% Year 1:AWP—76.00% (overall,includes MAC and non- MAC) (overall,includes MAC and non-MAC) Guaranteed(2) Year 2:AWP—74.25% Year 2:AWP—76.25% AWP (overall,includes MAC and non- (overall,includes MAC and non-MAC) Discount MAC Generic Drugs Year 3:AWP—74.50% Year 3:AWP—76.50% (overall,includes MAC and non- (overall,includes MAC and non-MAC) MAC Guaranteed Year 1: $1.10 Year 1: $0.00 Dispensing Year 2: $1.10 Year 2: $0.00 Fee/ Rx Year 3: $1.10 Year 3: $0.00 (')Retail and Mail discount includes all generics (single-source and multi-source Administrative The following Year 1: $0.00 PEPM Fee administrative Year 2: $0.00 PEPM fee will apply: Year 3: $0.00 PEPM Plan sponsor Year 1: Greater of 100.00%or$22.61 Year 1: Greater of 100.00%or$67.53 will receive Per Brand Script Per Brand Script Rebates the following Year 2:Greater of 100.00%or$23.93 Year 2: Greater of 100.00%or$72.12 minimum Per Brand Script Per Brand Script rebate Year 3: Greater of 100.00%or$23.72 Year 3: Greater of 100.00%or$65.61 guarantees: Per Brand Script Per Brand Script (1)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., 15%/ 30%) Aetna will adjudicate Claims through our retail pharmacy network at the lowest of U&C,MAC,or discounted AWP. Words beginning with capital letters shall have the meaning set forth in Section II of the Statement of Available Services.Any reference to "Member"shall mean a Plan Participant as defined in the Statement of Available Services. Pricing Updates & New To Market Products When new Specialty Products gain FDA approval,Aetna Pharmacy Management notifies Customer on a monthly basis of the availability and projected pricing of these Specialty Products.However,whether such Specialty Products will be included as Covered Services will depend on the Customer's Plan design.Aetna Pharmacy Management also notifies Customer on a monthly basis of limited distribution Specialty Products newly available through Aetna Specialty Pharmacy. RX Fee Schedule 68 Aetna Specialty Pharmacy determines the pricing for new to market Specialty Products by considering various factors, such as acquisition cost,expected dosages,package sizes and utilization.In any case,such Specialty Products will have a minimum market introduction guarantee of AWP less 10%. 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 The Service Fees and Services set forth herein are based on,among other things,the assumption that a total of 8253 of Customer's employees will be receiving Covered Services through Aetna. If there is a change of greater than 15% of this enrollment or in the geograpluc,demographic or eligible mix of the population,Aetna reserves the right to revisit the structure and/or conditions of this Service and Fee Schedule. 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. Discount and Dispensing Fee guarantees shall not apply to Claims for OTC products,supplies,vaccines,Compound Prescriptions,Direct Member Reimbursement(DMR) Claims,workers compensation Claims,subrogation Claims, U&C claims and in-house or 340b pharmacy Claims and Specialty Products dispensed by Aetna Specialty Pharmacy. Rebates will be distributed on a 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 shall adopt the Aetna Formulary in order to be eligible to receive Rebates as provided in the Service and Fee Schedule as set forth herein unless otherwise agree upon by Customer and Aetna.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,a consumer driven health plan,major cost sharing changes,any utilization management program promoting Generic or OTC Drugs over Brand Drugs during any Agreement Period,Aetna reserves the right to adjust Guarantees. Retail and Mail Order rebate guarantee components are measured individually and reconciled in aggregate on an annual basis. Retail brand,retail generic,mail order brand and mail order generic discount guarantee components are measured individually and reconciled in aggregate on an annual basis. Retail brand,retail generic,mail order brand and mail order generic dispensing fee guarantee components are measured individually and reconciled in aggregate on an annual basis. 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 self-funded benefit plans related to The Patient Protection and Affordable Care Act (PPACA)will be solely the obligation of the plan sponsor.The pharmacy pricing that Aetna is presenting does not include any such plan sponsor liability. RX Fee Schedule 69 Transitional Reinsurance Contribution: Notice of Self-Funded Group Health Plan's Financial Liability and Third Party Administrator's Regulatory Responsibility to Collect&Remit Under Section 1341 of the Patient Protection and Affordable Care Act,third party administrators,on behalf of self- funded group health plans,are responsible for paying an assessment to fund state-based non-profit reinsurance entities that will administer a high-risk pool for the individual market.The assessment is imposed for a limited number of years,beginning in 2014 and ending in 2016. The Secretary of Health and Human Services (HHS)will provide the method for determining the amount each self- funded group health plan is required to pay.Beginning in the first quarter of 2014,each third party administrator must make payments to the reinsurance entity on a quarterly basis when collected by HHS,or in the frequency and manner determined by states,as applicable. Individual states may set higher contribution rates. The applicable amount,determined in accordance with the methodology provided by HHS,will be collected in accordance with the self-funded group health plan's banking agreement(i.e.,via the designated wire line and bank account) and submitted to the reinsurance entity.The amount will be set forth in the self-funded group health plan's monthly claim detail report. Any taxes or fees (assessments) applied to self-funded benefit plans related to the Patient Protection and Affordable Care Act will be solely the obligation of the plan sponsor.The proposed pricing,including administrative service fees, that Aetna is presenting do not include any such plan sponsor liability not the administration of these fees on a plan sponsor's behalf. The benefits and fees within this proposal are subject to change pending any required approvals from state or federal regulatory agencies.If you have questions,please contact your Aetna representative. Aetna reserves the right to make appropriate changes to these guarantees if(a)there are any significant 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,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. 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. If(a) City of Fort Worth terminates the Agreement prior to the date the pharmacy rebate check is issued,or(b) the Agreement is terminated by Aetna for City of Fort Worth's failure to meet its obligations to fund benefits or pay administrative fees(medical or pharmacy)under the Agreement,Aetna will be entitled to deduct deferred administrative fees or other plan expenses due to the termination date from any rebate check due City of Fort Worth RX Fee Schedule - 70 following the termination date. If the Aetna Pharmacy Management(APM)plan is terminated by City of Fort Worth prior to December 31,2015,Aetna will retain any rebates earned but not issued as of the APM cancellation date. To the extent this Service and Fee Schedule is part of a proposal to Customer,the Service Fees and Services set forth herein are valid for 90 days from the date of such proposal.All guarantees and underlying conditions are subject and limited to Prescription Drugs dispensed by Participating Pharmacies. 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 City of Fort Worth.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 BONN 11 1 5 GeneralAdm�unistratia� - t Implementation Services Included Account Management Included Customer Team Services Included Banking Included Standard Communication Materials Included ID Cards Included Eligibility Included Standard Re o!t Included Nettvark A.dm�3€stration,_ Pharmac Network Mana ement Included 'C1aun.&=M�uitier Services�.. _ Claim Adnunistration ..; . . .; Included Member Services Included Aetna Rx Home Delive Included L?atxent Mana" ement._ Drug Utilization Review(DUR)Program Included Formulary Management Aetna Formula Included .Internet S;exvices "_ s Aetna Navigator Included Public Site Included Secure Site o in). Included Find-A-Pharmacy Included InteliHealth Included RX Fee Schedule 71 Additional Programs and Services . � RONNIE IN I • Patefft lIatraeYne � loom NO C � Rx Checir Aetna Rx Check Suite Individual Aetna Rx Check Programs: Optional Enhancement 1.Aetna Rx Check:Acute Frequency Optional Enhancement 2.Aetna Rx Check:Brand-to-Generic Optional Enhancement 3.Aetna Rx Check:High Utilization Optional Enhancement 4.Aetna Rx Check:Therapeutic Duplication Optional Enhancement 5.Aetna Rx Check:Retail-to-Mail Only Availiable in RX Check Suite 6.Aetna Rx Check:Drug Interaction Only Availiable in RX Check Suite Sa ve A-Copay(generic incentive program) Optional Enhancement Aetna Healthy Actions/Rs Savings 1. Rx Savings: Care Engine Condition-Based Optional Enhancement 2. Rx Savings: Care Engine Drug-Based Optional Enhancement 3. Rx Savings:Drug Class Driven Included for Diabetes Only Point of Sale Rebates Optional Enhancement Note:Additional fee may apply RX Fee Schedule 72 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 Prescription Drug Formulary 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 Prescription Drug Formulary 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 Prescription Drug Formulary Rebate arrangements,and serve educational as well as other functions. Consequently,these payments are not considered Rebates,and are not included in the Rebates provided to Customer,if any. Late Payment Charges If City of Fort Worth 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.The charges for 2013 are 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 costs of collection including reasonable attorney's fees. We will notify City of Fort Worth of any changes in late payment interest rates. 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. RX Fee Schedule 73 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 Services.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. Under the Statement of Available Service and Service and Fee Schedule,Customer and Aetna have negotiated and agreed upon a uniform or"lock-in"price to be paid by Customer for all Claims for Covered Services dispensed by Participating Retail Pharmacies.This uniform price may exceed or be less than the actual price negotiated and paid by Aetna to the Participating Retail Pharmacy or PBM for dispensing Covered Services.Where the uniform price exceeds the actual price negotiated and paid by Aetna to the Participating Retail Pharmacy or PBM for dispensing Covered Services,Aetna realizes a positive margin.In cases where the uniform price is lower than the actual price negotiated and paid by Aetna to the Participating Retail Pharmacy or PBM for dispensing Covered Services,Aetna realizes a negative margin. Overall,lock-in pricing arrangements result in a positive margin for Aetna.Such margin is retained by Aetna in addition to any other fees,charges or other amounts agreed upon by Aetna and Customer,as compensation for the pharmacy benefit management services Aetna provides to Customer.Also,when Aetna receives payment from Customer before payment to a Participating Pharmacy or PBM,Aetna retains the benefit of the use of the funds between these payments. Mail-Order and Specialty Covered Services Covered Services 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 Services and therefore these pharmacies realize an overall positive margin for the Covered Services 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 Rebates paid to Aetna by manufacturers in connection with Aetna's Rebate program. RX Fee Schedule 74 Pharmacy Audit Rights and Limitations 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 will not use such information for any purposes other than the Rebate audit.Auditor will be provided with the relevant portions of the applicable Formulary Rebate contracts,including,but not limited to,the manufacturer names,Prescription Drug names,details of all monies as defined by the term 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 Customer's 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 Rebates,payments or fees payable thereunder. For purposes of this Section,the term"Aetna"as defined in Section III of the Statement of Available Services shall not include subcontractor. 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.Auditors shall enter into an appropriate confidentiality agreement with,and acceptable to,Aetna prior to conducting any audit. Customer is entitled to only one annual Rebate audit. Claim audits are subject to the above referenced audit standards for Rebates in the case of a physical,on-site,Claim- based audit. In the case of electronic Claim audits that follow standard pharmacy benefit audit practices where electronic re-adjudication of Claims is requested and processed off-site,Customer may elect to audit 100%of Claims. Customer is entitled to only one annual Claim audit. Maximum Allowable Cost ("MAC") As part of the administration of Covered Services,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. Aetna Specialty Pharmacy Information regarding the pricing and limited distribution or restricted access of Specialty Products is set forth in Addendum I to this Service and Fee Schedule. RX Fee Schedule 75 Aetna Specialty Pharmacy City of Fort Worth ADDENDUM I (AETNA SPECIALTY PHARMACY) XAeftia RX Fee Schedule 76 Addendum to Services&Fee Schedule:Aetna Specialty Pharmacy City of Fort Worth PH:00889000 Aetna Specialty Pharmacy Except for the specific items listed in the Exceptions or Limited Distribution tables below,Specialty Products will have the following Discounts: MM7MM Preferred AWP-13.50% $0.00 Specialty Products will not be available through Aetna Rx Home Delivery. Limited Distribution Drugs Some Specialty Products may be subject to limited distribution or restricted access.This means that certain Specialty Products may only be available at one or a limited number of pharmacies.Limited distribution is generally due to(i) the FDA imposing restrictions on the distribution of a Specialty Product to certain pharmacies and(ii)special handling, coordination of care or patient education that cannot be handled by all pharmacies.While most Specialty Products may be ordered through Aetna Specialty Pharmacy,the Specialty Products listed below are currently not available.However,if Aetna receives a prescription order for any of these Specialty Products,it will transfer the order to a Participating Pharmacy where the Specialty Products are available and inform the prescribing physician and Plan Participant of same. -o ® s •• o ADAGEN IRESSA SABRIL ARALAST OFORTA SUCRAID ARCALYST ONSOLIS TIKOSYN BERINERT ORFADIN TYVASO CINRYZE ORTHOCLONE VENTAVIS CYSTADANE PROLASTIN VISUDYNE ELAPRASE PROhIACTA XENAZINE EXJADE REMODULIN XYREM FLOLAN RETISERT ZAVESCA ILARIS RIASTAP ZEMAIRA IMPLANON Exceptions To Standard Pricing The following Specialty Products have the Discounts shown for the Preferred distribution channel. e fiherapeuuc Category Drug Name MeclYCatxon AWP DIspetsing - Eon Ih`sao�}ti; _ fee, ANEMIA ARANESP INJ 12.50% _ $0.00 ANEMIA ATGAM INJ 13.50% $0.00 ANEMIA EPOGEN INJ 13.50% $0.00 ANEMIA INFED INJ 13.50% $0.00 ANEMIA NIFEREX OR 12.50% $1.75 ANEMIA PROCRIT INJ 13.50% $0.00 ANEMIA REVLIMID OR 12.50% $1.75 ANEMIA VENOFER INJ 13.50% $0.00 ASTHMA PULMOZYME INJ 13.50% $0.00 RX Addendum Addendum to Services&Fee Schedule:Aetna Specialty Pharmacy City of Fort Worth PH:00889000 Ig e �I3Pial1CtlttG�`.a#4801 w � I�I$T1Y TA 7 .� +*�e catAO � t C1I8111g �s B�tux E ASTHMA TOBI OR 12.50% $1.75 ASTHMA XOLAIR INJ 12.50% $0.00 COLONY STIMULANT LEUKINE INJ 12.50% $0.00 COLONY STIMULANT MOZOBIL INJ 13.50% $0.00 COLONY STIMULANT NEUMEGA INJ 13.50% $0.00 COLONY STIMULANT NEULASTA INJ 11.50% $0.00 COLONY STIMULANT NEUPOGEN INJ 13.50% $0.00 CROHN'S DISEASE CIMZIA INJ 13.50% $0.00 CROHN'S DISEASE REMICADE INJ 13.50% $0.00 DEEP VEIN THROMBOSIS ARIXTRA INJ 13.50% $0.00 DEEP VEIN THROMBOSIS FRAGMIN INJ 13.50% $0.00 DEEP VEIN THROMBOSIS HEPARIN INJ 13.50% $0.00 DEEP VEIN THROMBOSIS INNOHEP INJ 13.50% $0.00 DEEP VEIN THROMBOSIS LOVENOX INJ 11.50% $0.00 ENZYME REPLACEMENT ALDURAZYME INJ 12.50% $0.00 ENZYME REPLACEMENT CEREZYME INJ 11.50% $0.00 ENZYME REPLACEMENT FABRAZYME INJ 10.25% $0.00 GROWTH HORMONE GENOTROPIN INJ 10.50% $0.00 GROWTH HORMONE HUMATROPE INJ 13.50% $0.00 GROWTH HORMONE NORDITROPIN INJ 13.50% $0.00 GROWTH HORMONE NUTROPIN INJ 12.50% $0.00 GROWTH HORMONE PROTROPIN INJ 17.00% $0.00 GROWTH HORMONE SAIZEN INJ 11.50% $0.00 GROWTH HORMONE SEROSTIM INJ 12.50% $0.00 GROWTH HORMONE SOMATULINE DEPOT INJ 13.50% $0.00 GROWTH HORMONE SUPPRELIN LA KIT IMPL 13.50% $0.00 GROWTH HORMONE TEV-TROPIN INJ 17.00% $0.00 GROWTH HORMONE ZORBTIVE INJ 13.50% $0.00 HEMOPHILIA ADVATE INJ 27.00% $0.00 HEMOPHILIA ALPHANATE INJ 29.25% $0.00 HEMOPHILIA BENEFIX INJ 14.50% $0.00 HEMOPHILIA FEIBA INJ 37.50% $0.00 HEMOPHILIA HELIXATE INJ 31.00% $0.00 HEMOPHILIA HEIVIOFIL INJ 37.50% $0.00 HEMOPHILIA HUMATE-P INJ 9.25% $0.00 HEMOPHILIA KOGENATE INJ 42.50% $0.00 HEMOPHILIA MONARC INJ 29.25% $0.00 HEMOPHILIA MONOCLATE INJ 29.25% $0.00 HEMOPHILIA MONONINE INJ 27.00% $0.00 HEMOPHILIA NOVOSEVEN INJ 29.25% $0.00 HEMOPHILIA PROPLEX T INJ 14.00% $0.00 RX Addendum 3 Addendum to Services&Fee Schedule:Aetna Specialty Pharmacy City of Fort Worth PH:00889000 TedzCalxa AWF Dzsperszzzg,;; Therapeztiac Cafegaiy Drug Na>�e� e _ FQrra Dz'scon Fee HEMOPHILIA RECOMBINATE y INJ 29.25% � �$0.00N � HEMOPHILIA STIMATE INJ 12.50% $0.00 HEMOPHILIA X'YNTHA INJ 29.25% $0.00 HEMOPHILIA ALL OTHER HEMOPHILIA INJ 11.50% $0.00 NOT LISTED ABOVE HEPATITIS ALFERON INJ 13.50% $0.00 HEPATITIS BAYGAM INJ 11.50% $0.00 HEPATITIS COPEGUS OR 12.50% $1.75 HEPATITIS INFERGEN INJ 17.00% $0.00 HEPATITIS HEPSERA INJ 13.50% $0.00 HEPATITIS NABI HB INJ 13.50% $0.00 HEPATITIS PEG INTRON INJ 13.50% $0.00 HEPATITIS PEGASYS INJ 13.50% $0.00 HEPATITIS REBETOL OR 12.50% $1.75 HEPATITIS REBETRON INJ 18.00% $0.00 HEPATITIS RIBAVIRIN(Generic) OR MAC $1.75 HEPATITIS ROFERON-A INJ 12.50% $0.00 HEPATITIS B TYZEKA OR 12.50% $1.75 HIV/AIDS ATRIPLA OR 12.50% $1.75 HIV/AIDS FOSCAVIR INJ 17.00% $0.00 HIV/AIDS FUZEON INJ 13.50% $0.00 HIV/AIDS ISENTRESS OR 12.50% $1.75 HIV/AIDS VISTIDE INJ 13.50% $0.00 IMMUNODEFICIENCY SYNDROME CARIMUNE INJ 38.00% $0.00 IMMUNODEFICIENCY FLEBOGAMIViA INJ 35.00% $0.00 SYNDROME IMMUNODEFICIENCY SYNDROME GAMIMUNE INJ 17.00% $0.00 IIViMUNODEFICIENCY GAMMAGARD S/D INJ 42.50% $0.00 SYNDROME IMMUNODEFICIENCY SYNDROME GAMMAGARD LIQUID INJ 29.25% $0.00 IMMUNODEFICIENCY SYNDROME GAMUNEX INJ 27.00% $0.00 IMMUNODEFICIENCY SYNDROME PANGLOBULIN INJ 38.00% $0.00 IMMUNODEFICIENCY SYNDROiVfE POLYGAM INJ 48.00% $0.00 IMMUNODEFICIENCY SYNDROME PRIVIGEN INJ 11.50% $0.00 IiVI1VIUNODEFICIENCY RHOGAM PLUS INJ 13.50% $0.00 SYNDROTVIE IMMUNODEFICIENCY SYNDROME THYTVIOGLOBULIN INJ 13.50% $0.00 RX Addendum 4 Addendum to Services&Fee Schedule:Aetna Specialty Pharmacy City of Fort Worth PH:00889000 ZkO `Thera e�attate o I2 ef� IMMUNODEFICIENCY VIVAGLOBIN INJ 37.50% $0.00 SYNDROME IMMUNODEFICIENCY WINRHO SDF INJ 13.50% $0.00 SYNDROME IMMUNODEFICIENCY ALL OTHER IVIG NOT INJ 11.50% $0.00 SYNDROME LISTED ABOVE IMMUNOSUPPRESSION ALPRAZOLAM OR 16.00% W/TRANSPLANT $1.75 IMMUNOSUPPRESSION AZATHIOPRINE OR 16.00% W/TRANSPLANT $1'75 IMMUNOSUPPRESSION CELLCEPT OR 12.50% $1.75 W/TRANSPLANT IMMUNOSUPPRESSION CYCLOSPORINE OR 16.00% W/TRANSPLANT $1.75 IMMUNOSUPPRESSION CYTOGAM IN J 12.50% $0.00 W/TRANSPLANT IMMUNOSUPPRESSION GENGRAF OR 12.50% W/TRANSPLANT $1.75 IMMUNOSUPPRESSION IMURAN OR 12.50% $1.75 W/TRANSPLANT IMMUNOSUPPRESSION KEPIVANCE IN J 13.50% $0.00 W/TRANSPLANT IMMUNOSUPPRESSION MYFORTIC OR 12.50% W/TRANSPLANT $1.75 IMMUNOSUPPRESSION NEORAL OR 12.50% W/TRANSPLANT $1'75 IMMUNOSUPPRESSION PROGRAF OR 12.50% $1.75 W/TRANSPLANT IMMUNOSUPPRESSION PROGRAF INJ 12.50% $1.75 W/TRANSPLANT IMMUNOSUPPRESSION RAPAMUNE OR 12.50% W/TRANSPLANT $1'75 IMMUNOSUPPRESSION SANDIMMUNE INJ 12.50% $0.00 W/TRANSPLANT IMMUNOSUPPRESSION SANDIMMUNE SOL 12.50% W/TRANSPLANT $0.00 IMMUNOSUPPRESSION SANDIMMUNE OR 12.50% W/TRANSPLANT $1.75 INFERTILITY BRAVELLE INJ 21.75% $0.00 INFERTILITY CETROTIDE INJ 16.75% $0.00 INFERTILITY CHORIONIC INJ 16.75% $0.00 GONADOTROPIN INFERTILITY FOLLISTIM AQ INJ 13.50% $0.00 INFERTILITY GANIRELIX INJ 16.75% $0.00 INFERTILITY GONAL F INJ 12.50% $0.00 INFERTILITY LEUPROLIDE KIT INJ 27.00% $0.00 INFERTILITY LUVERIS INJ 21.75% $0.00 RX Addendum 5 Addendum to Services&Fee Schedule:Aetna Specialty Pharmacy City of Fort Worth PH:00889000 x Tlierapenti tegory DrugName I�rledxcatxo tW Dtspn�ing INFERTILITY MENOPUR INJ 21.75%� $0.00 ti INFERTILITY NOVAREL INJ 16.50% $0.00 INFERTILITY OVIDREL INJ 16.50% $0.00 INFERTILITY PREGNYL INJ 21.75% $0.00 INFERTILITY REPRONEX INJ 21.75% $0.00 LHRH AGONIST LUPRON INJ 13.50% $0.00 LHRH AGONIST LUPRON DEPOT INJ 13.50% $0.00 LHRH AGONIST PLENAXIS INJ 13.50% $0.00 LHRH AGONIST ZOLADEX INJ 24.00% $0.00 MULTIPLE SCLEROSIS AVONEX INJ 1150% $0.00 MULTIPLE SCLEROSIS BETASERON INJ 11.50% $0.00 MULTIPLE SCLEROSIS COPAXONE INJ 12.50% $0.00 MULTIPLE SCLEROSIS EXTAVIA INJ 11.50% $0.00 MULTIPLE SCLEROSIS ATYOBLOC INJ 13.50% $0.00 MULTIPLE SCLEROSIS REBIF INJ 12.50% $0.00 MULTIPLE SCLEROSIS TYSABRI INJ 13.50% $0.00 NEUROLOGY BOTOX INJ 9.25% $0.00 NEUROLOGY CEREBYX INJ 17.00% $0.00 NEUROLOGY DYSPORT INJ 11.50% $0.00 NEUROLOGY CLONAZEPAM OR 16.00% $1.75 NEUROLOGY LIORESAL INTRr'THECAL INJ 17.00% $0.00 ONC-ANTIEMETIC ANZEMET INJ 13.50% $0.00 ONC-ANTIEMETIC ATROPINE INJ 13.50% $0.00 ONC-ANTIANEMIC CYANOCOBALAMIN INJ 13.50% $0.00 ONC-ANTIEMETIC DELTASONE OR 16.00% $1.75 ONC-ANTIEMETIC DF-.XAIvIETHASONE INJ 13.50% $0.00 ONC-ANTIEMETIC EMEND INJ 15.00% $0.00 ONC-ANTIEMETIC HYDROXYZINE OR 13.50% $1.75 ONC-ANTIEMETIC KYTRIL INJ 16.00% $0.00 ONC-ANTIEMETIC METHYLPREDNISOLONE INJ 13.50% $0.00 ONC-ANTIEMETIC PROCHLORAPDERAZINE- INJ 17.00% $0.00 CP ONC-ANTIEMETIC TIGAN OR 13.50% $1.75 ONC-ANTIEIVIETIC ZOFRAN OR 12.50% $1.75 ONC- PAIVIIDRONATE INJ 13.50% $0.00 ANTIHYPERCALCEMIC ONC-CHEMOTHERAPY ALOXI INJ 13.50% $0.00 ONC-CHEMOTHERAPY ARIMIDEX OR 12.50% $1.75 ONC-CHEMOTHERAPY AVASTIN INJ 10.25% $0.00 ONC-CHEMOTHERAPY BCG LIVE INJ 13.50% $0.00 ONC-CHEMOTHERAPY BLEOMYCIN. INJ 13.50% $0.00 ONC-CIEMOTHERAPY CAA-IPTOSAR INJ 13.50°,b $0.00 RX Addendum 6 Addendum to Services&Fee Schedule:Aetna Specialty Pharmacy City of Fort Worth PH:00889000 �. � � � � � �� �� � -°�- Mech�atxon AW)' ���� �Da�spensir►g Tlirapeuae Category DragName � _ ONC-CHEMOTHERAPY CASODEX OR 12.50% $1.75 ONC-CHEMOTHERAPY COSMEGEN INJ 13.50% $0.00 ONC-CHEMOTHERAPY CYTARABINE INJ 13.50% $0.00 ONC-CHEMOTHERAPY CYTOXAN INJ 12.50% $0.00 ONC-CHEMOTHERAPY DAUNORUBICIN INJ 13.50% $0.00 ONC-CHEMOTHERAPY DOXIL INJ 13.50% $0.00 ONC-CHEMOTHERAPY DOXORUBICIN INJ 13.50% $0.00 ONC-CHEMOTHERAPY ELITEK INJ 13.50% $0.00 ONC-CHEMOTHERAPY ELIGARD INJ 13.50% $0.00 ONC-CHEMOTHERAPY ELOXATIN INJ 13.50% $0.00 ONC-CHEMOTHERAPY ERBITUX INJ 13.50% $0.00 ONC-CHEMOTHERAPY ETHYOL INJ 13.50% $0.00 ONC-CHEMOTHERAPY ETOPOSIDE INJ 13.50% $0.00 ONC-CHEMOTHERAPY FASLODEX INJ 13.50% $0.00 ONC-CHEMOTHERAPY GEMZAR INJ 13.50% $0.00 ONC-CHEMOTHERAPY GLEEVEC OR 10.50% $1.75 ONC-CHEMOTHERAPY HERCEPTIN INJ 10.50% $0.00 ONC-CHEMOTHERAPY HYCAMTIN OR 12.50% $1.75 ONC-CHEMOTHERAPY HYCAMTIN INJ 12.50% $0.00 ONC-CHEMOTHERAPY. HYDROXYUREA OR 16.00% $1.75 ONC-CHEMOTHERAPY INTRON A INJ 12.50% $0.00 ONC-CHEMOTHERAPY LEUCOVORIN OR 13.50% $1.75 ONC-CHEMOTHERAPY MERCAPTOPURINE OR 16.00% $1.75 ONC-CHEMOTHERAPY METHOTREXATE INJ 12.50% $0.00 ONC-CHEMOTHERAPY MUSTARGEN INJ 13.50% $0.00 ONC-CHEMOTHERAPY MITOMYCIN INJ 13.50% $0.00 ONC-CHEMOTHERAPY NAVELBINE INJ 13.50% $0.00 ONC-CHEMOTHERAPY NEXAVAR OR 13.50% $1.75 ONC-CHEMOTHERAPY NOVANTRONE INJ 13.50% $0.00 ONC-CHEMOTHERAPY OCTREOTIDE INJ 13.50% $0.00 ONC-CHEMOTHERAPY PACLITr1XEL INJ 13.50% $0.00 ONC-CHEMOTHERAPY PARAPLATIN INJ 13.50% $0.00 ONC-CHEMOTHERAPY PROLEUKIN INJ 13.50% $0.00 ONC-CHEMOTHERAPY RITUXAN INJ 12.50% $0.00 ONC-CHEMOTHERAPY TAMOXIFEN OR 16.00% $1.75 ONC-CHEMOTHERAPY TARCEVA OR 11.50% $1.75 ONC-CHEMOTHERAPY TAXOTERE INJ 13.50% $0.00 ONC-CHEMOTHERAPY TETVIODAR OR 12.50% $1.75 ONC-CHEMOTHERAPY THALOMID OR 12.50% $1.75 ONC-CHEMOTHERAPY TICE BCG INJ 13.50% $0.00 ONC-CHEMOTHERAPY SANDOSTATIN INJ 13.50% $0.00 RX Addendum 7 Addendum to Services&Fee Schedule:Aetna Specialty Pharmacy City of Fort Worth PH:00889000 0 Ther�peutre Category = D Name.,. � Nledtcation `AW�� D�tspensing ONC-CHEMOTHERAPY SUTENT OR 14.50% $1.75 ONC-CHEMOTHERAPY VELCADE INJ 13.50% $0.00 ONC-CHEMOTHERAPY VINCRISTINE INJ 13.50% $0.00 ONC CHEMOTHERAPY VOTRIENT OR 12.50% $1.75 ONC-CHEMOTHERAPY XELODA OR 12.50% $1.75 ONC-CHEMOTHERAPY ZENAPAX INJ 13.50% $0.00 ONC-DIURETIC MANNITOL INJ 13.50% $0.00 ONC-HEMATOPOIETIC NEULASTA INJ 11.50% $0.00 ONC-HYPERCALCEMIC AREDIA INJ 17.00% $0.00 ONC-HYPERCALCEMIC ZOMETA INJ 13.50% $0.00 OSTEOARTHRITIS EUFLEXXA INJ 13.50% $0.00 OSTEOARTHRITIS HYALGAN INJ 13.50% $0.00 OSTEOARTHRITIS ORTHOVISC INJ 13.50% $0.00 OSTEOARTHRITIS SUPARTZ INJ 17.00% $0.00 OSTEOARTHRITIS SYNVISC INJ 13.50% $0.00 OSTEOPOROSIS FORTEO INJ 11.50% $0.00 OTHER ACT14AR GEL INJ 13.50% $0.00 OTHER KUVAN OR 13.50% $1.75 OTHER INCRELEX INJ 13.50% $0.00 OTHER LUCENTIS INJ 11.50% $0.00 OTHER RECLAST INJ 13.50% $0.00 OTHER RETISERT INJ 17.00% $0.00 OTHER ROCEPHIN INJ 13.50% $0.00 OTHER SOMAVERT INJ 13.50% $0.00 OTHER THYROGEN INJ 10.50% $0.00 OTHER VIVITROL INJ 10.50% $0.00 OTHER ALL OTHER INJECTABLE INJ 13.50% $0.00 DRUGS NOT LISTED OTHER TRADITIONAL ORALS, OR 12.50% $1.75 CREAMS&INHALERS COMPOUNDED OTHER MEDICATIONS& 16.00% $11.75 SUPPOSITORIES PARKINSONS APOKYN INJ 13.50% $0.00 PSORIASIS AMEVIVE INJ 13.50% $0.00 PSORIASIS SORIATANEKIT OR 12.50% $1.75 PSORIASIS STELARA INJ 11.50% $0.00 PULMONARY ARTERIAL ADCIRCA OR 16.00% $1.75 HYPERTENSION PULMONARYARTERIAL LETAIRIS OR 12.50% $1.75 HYPERTENSION PULNIONARYARTERIAL TRACLEER OR 13.50% $1.75 HYPERTENSION RX Addendum 8 Addendum to Services&Fee Schedule:Aetna Specialty Pharmacy City of Fort Worth PH:00889000 r AW I��CfIGtrorr )�IBpE21S11Tg ` PULMONARY FIBROSIS � A. CTIMMUNE INJ 12.50% $0.00 RHEUMATOID ARTHRITIS ENBREL INJ 12.50% $0.00 RHEUMATOID ARTHRITIS HUMIRA INJ 12.50% $0.00 RHEUMATOID ARTHRITIS HYDROXYCHLOROQUINE OR 16.00% $1.75 RHEUMATOID ARTHRITIS KINERET INJ 13.50% $0.00 RHEUMATOID ARTHRITIS MYOCHRYSINE INJ 17.00% $0.00 RHEUMATOID ARTHRITIS ORENCIA INJ 13.50% $0.00 RHEUMATOID ARTHRITIS SIMPONI INJ 13.50% $0.00 RSV SYNAGIS INJ 13.50% $0.00 Note:This list will be updated from time to time and may include adjunct therapies used in the treatment of complex conditions.For drugs where an AB-rated generic equivalent is available,the pricing will be according to the current MAC Est. RX Addendum 9