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Home My WebLink AboutCONTRACT BETWEEN AUGUSTA, GEORGIA AND BLUE CROSS BLUE SHIELD (RFP-18-247) BlueCross BlueShield c/O9 of Georgia STOP LOSS POLICY This policy is entered into by and between Augusta-Richmond County ("Employer") and Blue Cross Blue Shield of Georgia, Inc. ("BCBSGa")and/or Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. ("BCBSHP"),(collectively referred to as "BCBSGa") ("BCBSGa") for the purpose of establishing stop loss coverage and is effective as of January 1,2019 upon the terms and conditions herein("Policy"). If there are any inconsistencies between this Policy and any prior stop loss agreements or the Administrative Services Agreement("Agreement") between BCBSGa and/or its affiliate and Employer, the terms and conditions of this Policy shall control, In consideration of the promises and the covenants contained in this Policy, Employer agrees to pay the premiums required by BCBSGa and BCBSGa agrees to provide the coverage as set forth in and subject to the following terms: ARTICLE 1 DEFINITIONS For purposes of this Policy and any amendments, attachments, or schedules to this Policy, the following words and terms have the following meanings unless the context or use clearly indicates another meaning or intent. If a term is not defined,the term shall have the same meaning as defined in the Administrative Services Agreement between the Parties. AGGREGATING SPECIFIC STOP LOSS LIMIT. The total dollar amount of Paid Claims that must be met in addition to the Specific Stop Loss Limit. Paid Claims in excess of the Specific Stop Loss Limit for a Subscriber or Member as indicated in Section 4(A)of Schedule A are added together until the cumulative total equals the Aggregating Specific Stop Loss Limit. BCBSGa is financially responsible for Paid Claims in excess of the Aggregating Specific Stop Loss Limit according to the terms of this Policy. ELIGIBLE CLAIM DATE PERIOD. The dates during which Claims for benefits provided under the terms of the Plan must be Incurred and paid in order to be covered by this Policy. INCURRED. The date on which a supply is obtained or a service is rendered to a Member. INVOICE DUE DATE. The date of the invoice provided to Employer indicating when payment is due. LINES OF COVERAGE. The benefit plan(s)administered by BCBSGa and provided in Schedule A. PAID CLAIM. A Claim for services rendered or supplies provided to a Member under the terms of the Plan,provided such Claim has been received and adjudicated by BCBSGa. Paid Claim shall have the same meaning as contained in the Administrative Services Agreement between the Parties, unless specifically excluded as indicated in Sections 4(E)and 5(D)of Schedule A. POLICY PERIOD. The period of time indicated in Section 1 of Schedule A. SPECIFIC STOP LOSS LIMIT. The threshold total dollar amount of Paid Claims for which Employer is financially responsible with respect to a Subscriber or Member as indicated in Section 4(A)of Schedule A. Subject to the terms of this Policy, BCBSGa is financially responsible for Paid Claims in excess of the Specific Stop Loss Limit. ARTICLE 2 Blue Cross and Blue Shield of Georgia,Inc.and Blue Cross Blue Shield Healthcare Plan of Georgia,Inc.are independent licensees of the Blue Cross and Blue Shield Association. The Blue Cross and Blue Shield names and symbols are registered marks of the Blue Cross and Blue Shield Association. SPECIFIC STOP LOSS COVERAGE 2.1 BCBSGa shall reimburse Employer when the total amount of Paid Claims pertaining to Subscribers or Members and Lines of Coverage provided in Sections 4(A) and 4(B) of Schedule A exceeds the Specific Stop Loss Limit and the Aggregating Specific Limit provided in Section 4(C)of Schedule A. BCBSGa's reimbursement under this Article 2 shall begin with the invoice on which the Aggregating Specific Stop Loss Limit is exceeded. 2.2 Employer shall remain responsible for amounts in excess of the Specific Stop Loss Limit until the Aggregating Specific Stop Loss Limit has been met. In addition, no Paid Claim amount in excess of the Specific Stop Loss Limit shall be applied towards the attainment of the Aggregate Stop Loss Limit. 2.3 Certain Paid Claims may be excluded from the specific stop loss coverage provided in this Policy. These exclusions are provided in Section 4(E)of Schedule A as applicable. ARTICLE 3 AGGREGATE STOP LOSS COVERAGE This Article has been intentionally omitted. ARTICLE 4 LIMITATIONS ON COVERAGE 4.1 Unless otherwise noted in Schedule A, Paid Claims for Members are covered under the term of the Eligible Claim Date Period of this Policy. 4.2 Claims that are covered by another contract shall not count toward the attainment of the stop loss limit(s) under this Policy. In addition, Paid Claims that are covered under the term of an Eligible Claim Date Period will not count toward attainment of any stop loss limit(s)under a subsequent Policy Period. 4.3 Under the Administrative Services Agreement, Employer may request BCBSGa to process and pay Claims that were denied by BCBSGa or take other actions with respect to the Plan that are not specifically provided in the Benefits Booklet. In such cases, payments shall not count toward the stop loss accumulators under this Policy unless otherwise agreed to in writing by BCBSGa. 4.4 If a Member does not enroll when first eligible or during a special enrollment period, the Member shall be considered a "Late Enrollee"as defined in the Benefits Booklet. Paid Claims for a Late Enrollee shall not apply towards the stop loss limits under this Policy unless BCBSGa first provides Employer with written approval and the effective date of coverage under this Policy. BCBSGa has the right to allow or deny stop loss coverage under this Policy for a Late Enrollee. BCBSGa shall not cover under this Policy any Late Enrollee not disclosed by Employer to BCBSGa. 4.5 A Claim incurred during the Eligible Claim Date Period but not paid until after the expiration of the Eligible Claim Date Period is not eligible for coverage under this Policy Period. ARTICLE 5 SETTLEMENT 5.1 Within 60 days after the end of each Eligible Claim Date Period, BCBSGa shall furnish Employer with a settlement calculation and any additional data which, in BCBSGa's opinion, is needed to explain to Employer the settlement calculation. BCBSGa has the right to offset any amounts it owes to Employer under this Policy by any amount Employer owes under the Administrative Services Agreement,this Policy, or any other agreement with BCBSGa. 5.2 If, based on the settlement calculation for a Policy Period, BCBSGa must pay Employer an amount due under the terms of this Policy, BCBSGa shall pay Employer with the invoice that includes the settlement calculation. Stop Loss Agreement Augusta-Richmond County dated January 2019 2 If, based on the settlement calculation Employer must pay BCBSGa an amount under the terms of this Policy,then Employer shall pay BCBSGa no later than 60 days following receipt of the invoice. ARTICLE 6 STOP LOSS PREMIUM RATES 6.1 The premium rates for the specific stop loss coverage provided in this Policy are indicated in Section 4(D)of Schedule A. The premium rates for the aggregate stop loss coverage provided in this Policy are indicated in Section 5(C)of Schedule A. Employer shall pay BCBSGa such amounts by the Invoice Due Date. ARTICLE 7 LATE PAYMENT PENALTY If Employer fails to timely pay any amount due to BCBSGa under this Policy, Employer shall pay a late payment penalty for each day the payment is late. The late payment penalty shall be calculated at the rate of 12%simple interest per annum(365 days), and shall be included on a subsequent invoice and payable by the Invoice Due Date. If applicable, Employer agrees to reimburse BCBSGa for any expenses charged to BCBSGa by a financial institution, Provider or Vendor due to Employer's failure to maintain sufficient funds in a designated bank account. Any acceptance by BCBSGa of late payments shall not be deemed a waiver of its rights to terminate this Policy for any future failure of Employer to make timely payments. ARTICLE 8 CHANGES IN TERMS OR CONDITIONS 8.1 If BCBSGa offers to renew this Policy at the end of a Policy Period, then BCBSGa shall provide Employer with the terms and conditions of the proposed renewal in writing within the time period provided in Section 1 of Schedule A. Employer shall notify BCBSGa in writing of its selection from the renewal options by indicating its selection and signing BCBSGa's designated renewal form. If BCBSGa does not receive a signed acceptance of the renewal from Employer prior to the start of the next Policy Period, Employer's payment of the amounts provided in the renewal shall constitute Employer's acceptance of the terms. BCBSGa shall provide a revised Schedule A that will become part of this Policy without the necessity of securing Employer's signature. 8.2 Policy Changes BCBSGa reserves the right to make changes to this Policy,to Schedule A, or other applicable Schedules at a time other than the start of a Policy Period upon the occurrence of one or more of the following events: (1)a change to the Plan benefits initiated by Employer that results in a substantial change in the services as determined by BCBSGa; (2)a change in ownership(including but not limited to a merger, consolidation, or transfer of all or substantially all of Employers assets); (3) a change in the total number of Members resulting in either an increase or decrease of 10%or more of the number of Members enrolled for coverage on the date the stop loss premium was last modified; (4)a change in Employer contribution;(5)a change in the nature of Employer's business resulting in a change in its designated Standard Industrial Classification ("SIC")code;or(6)a change in applicable law affecting this Policy or any of the Plan Documents. BCBSGa shall provide notice to Employer of any change at least 30 days prior to the effective date of such change. If such change is unacceptable to Employer, either Party shall have the right to terminate this Policy by giving written notice of termination to the other Party before the effective date of the change. If Employer accepts the proposed change, BCBSGa shall provide a revised Schedule A that will then become part of this Policy without the necessity of securing Employer's signature on the Schedule A. 8.3 Signature Requirements No modification or change in any provision of this Policy, including but not limited to, changes at renewal, shall be effective unless and until approved in writing by an authorized representative of BCBSGa and evidenced by an amendment or new Schedule attached to this Policy. 8.4 This Policy shall in no event be construed in a manner to alter the fact that Employers health benefits plan Stop Loss Agreement Augusta-Richmond County dated January 2019 3 is a self-insured plan and, as such, is not subject to the state insurance laws or regulations, due to the application of Section 514(a)of ERISA. Any payments made under this Policy shall only be for the benefit of Employer. BCBSGa has no obligation or liability under this Policy to provide benefits to Subscribers or Members. No Subscriber or Member shall have the right to any of the proceeds of any stop loss insurance obtained by Employer pursuant to this Policy. ARTICLE 9 SUBROGATION AND OTHER RECOVERIES Any subrogation or other recovery received by the Plan will not be used to satisfy any of the stop loss limits under this Policy. BCBSGa will first be repaid any amounts it has reimbursed under this Policy or under a previous stop loss agreement between the Parties. Any remaining recovery amounts shall be credited or paid to Employer as described in the Administrative Services Agreement. ARTICLE 10 TERMINATION 10.1 This Policy automatically terminates as follows: 10.1.1 At the end of each Policy Period unless the Policy is renewed pursuant to Article 8 of this Policy. 10.1.2 Upon the termination of the Administrative Services Agreement. 10.1.3 At the end of the month in which fewer than 100 Subscribers are covered under the Plan. 10.1.4 If Employer changes to a third party administrator other than BCBSGa for the Claims that are subject to this Policy. Upon termination of this Policy,the Parties shall remain liable for all payments due under this Policy. 10.2 Employer may terminate this Policy at any time other than at the end of a Policy Period by giving BCBSGa 90 days written notice of its intent to terminate. 10.3 Notwithstanding any other provision of this Article 10, this Policy automatically terminates, without further notice or action, if Employer fails to pay any premium amounts due under this Policy within 7 days of the date of BCBSGa's notice to Employer of a delinquent amount owed. Such termination shall be effective as of the last period for which full payment was made. Any acceptance of a delinquent payment by BCBSGa shall not be deemed a waiver of this provision for termination of this Policy. Delivery of payment to BCBSGa or BCBSGa's receipt and negotiation of a tendered payment through its automatic deposit procedures shall not be deemed acceptance or a waiver of such termination. If this Policy is terminated due to nonpayment of premium,Claims Run-out coverage, if any,will not apply. 10.4 Notwithstanding any other provision of this Policy, if Employer engages in fraudulent conduct or misrepresentation, BCBSGa may rescind, cancel, or terminate this Policy, effective on the date of the fraudulent conduct or misrepresentation regardless of the date BCBSGa's discovered such conduct. Employer shall be liable to BCBSGa for any and all payments made, as well as losses or damages sustained by BCBSGa arising as a result of such Employer conduct. 10.5 In the event that this Policy terminates or is terminated prior to the end of a Policy Period, the stop loss limits under this Policy shall not be prorated, and BCBSGa shall not reimburse Employer for any Paid Claims unless the Specific Stop Loss Limit and/or the Aggregate Stop Loss Limit or the Minimum Aggregate Stop Loss Limit, if greater, have been met. Only amounts accumulated towards any stop loss limits under this Policy through the date of termination will be used in the determination of whether such limits have been met. BCBSGa shall have no obligation to refund to Employer any stop loss premiums paid by Employer under this Policy. If, based on the settlement calculation, BCBSGa must pay Employer an amount due under the terms of this Policy, BCBSGa shall pay Employer with the invoice that includes the settlement calculation. Stop Loss Agreement Augusta-Richmond County dated January 2019 4 If, based on the settlement calculation Employer must pay BCBSGa an amount under the terms of this Policy,then Employer shall pay BCBSGa no later than 30 days following receipt of the invoice. ARTICLE 11 NOTICES 11.1 Notices under this Policy shall be deemed sufficient when made in writing as follows: to Employer, by first class mail, personal delivery,electronic mail or overnight delivery with confirmation capability,to its principal office shown upon the records of BCBSGa;to BCBSGa,by first class mail,personal delivery,electronic mail or overnight delivery with confirmation capability,to the designated BCBSGa sales representative. 11.2 A notice or demand shall be deemed to have been given as of the date of deposit in the United States mail with postage prepaid or, in the case of delivery other than by mail, on the date of actual delivery at the appropriate address. ARTICLE 12 GENERAL PROVISIONS 12.1 No failure or delay by either Party to exercise any right or to enforce any obligation herein and no course of dealing between Employer and BCBSGa shall operate as a waiver of such right or obligation or be construed as or constitute a waiver of the right to enforce or insist upon compliance with such right or obligation in the future. Any single or partial exercise of any right or failure to enforce any obligation shall not preclude any other or further exercise or the right to exercise any other right or enforce any other obligation. 12.2 Unless it has first obtained the written consent of an officer of the other Party, neither Party may assign this Policy to any other person. Notwithstanding the foregoing, BCBSGa may, with advance written notice to Employer, assign or otherwise transfer its rights and obligations hereunder, in whole or in part, to: (i)any affiliate of BCBSGa;or(ii)any entity surviving a transaction involving the merger, acquisition, consolidation, or reorganization of BCBSGa, or in which all or substantially all of BCBSGa's assets are sold. Additionally, Employer may, with advance written notice to BCBSGa, assign, delegate, or otherwise transfer its rights and obligations hereunder, in whole,to(i)any affiliate of Employer;or(ii)any entity surviving a transaction involving the merger,acquisition,consolidation or reorganization of Employer, or in which all or substantially all of Employer's assets are sold, provided that such affiliate or other assignee presents, in BCBSGa's opinion, an equivalent or better financial status and credit risk. Either Party is required to provide advance written notice under this provision only to the extent permissible under applicable law and the reasonable terms of the agreement(s)governing such merger, acquisition, consolidation, reorganization, or asset sale. If advance written notice is not allowed, notice shall be provided as soon as practicable. Upon receipt of notice of an assignment of this Policy,the other Party may terminate this Policy by providing the assigning Party with 30 days advance written notice of termination. Any assignee of rights or benefits under this Policy shall be subject to all of the terms and provisions of this Policy. Either Party may subcontract any of its duties under this Policy without the prior written consent of other Party; however, the Party subcontracting the services shall remain responsible for fulfilling its obligations under this Policy. 12.3 The payment of amounts under this Policy will not include any taxes which might be paid or payable by Employer;or any tax liability, interest, penalty, or assessment imposed by any regulatory or taxing authority or any state or federal health insurance exchange, uninsured pool or any other similar state or federal program. Employer agrees to reimburse BCBSGa for any tax liability, assessment, fee or other amount paid or payable by Employer that is assessed against BCBSGa on the basis of the stop loss coverage provided to Employer, including any amounts related to the assessment by the Federal government under the Patient Protection and Affordable Care Act and its amendments ("PPACA") and shall reimburse BCBSGa for the amount of any such tax liability incurred by BCBSGa and allocated to Employer as the result of such tax assessment. Such reimbursement shall be due and payable to BCBSGa by the Invoice Due Date. 12.4 No action by either Party alleging a breach of this Policy may be commenced after the expiration of 3 years from the date on which the claim arose. 12.5 Employer on behalf of itself and its participants, hereby expressly acknowledges its understanding that this Stop Loss Agreement Augusta-Richmond County dated January 2019 5 Policy constitutes a contract solely between Employer and BCBSGa, that BCBSGa is an independent corporation operating under a license with the Blue Cross and Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans, permitting BCBSGa to use the Blue Cross and Blue Shield Service Marks in the State of Georgia and that Employer further acknowledges and agrees that it has not entered into this Policy based upon representations by any person other than BCBSGa and that no person, entity, or organization other than BCBSGa shall be held accountable or liable to it for any of BCBSGa's obligations to Employer created under this Policy. This paragraph shall not create any additional obligations whatsoever on the part of BCBSGa other than those obligations created under other provisions of this Policy. 12.6 If there is a conflict between the terms and conditions of this Policy and the Administrative Services Agreement between the Parties,the terms and conditions of this Policy shall prevail. 12.7 BCBSGa agrees that it will not terminate this Policy during an Eligible Claim Date Period due to adverse claim experience of Member(s). ARTICLE 13 ENTIRE AGREEMENT 13.1 The following documents will constitute the entire description of stop loss coverage between the Parties: this Policy, including any applications,amendments and Schedules thereto. 13.2 This Policy supersedes any and all prior agreements between the Parties, whether written or oral, and other documents,if any,addressing the subject matter contained in this Policy. 13.3 If any provision of this Policy is held to be invalid, illegal or unenforceable in any respect under applicable law,order,judgment or settlement, such provision shall be excluded from the Policy and the balance of this Policy shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. IN WITNESS WHEREOF,this Policy has been executed by BCBSGa by its duly authorized officer. Blue Cross Blue Shield of Georgia,Inc. By: Jay Severa Title: RVP Underwriting II Date: October 4,2018 Blue Cross Blue Shield Healthcare Plan of Georgia,Inc. By: Jay Severs Title: RVP Underwriting II Date: October 4,2018 Stop Loss Agreement Augusta-Richmond County dated January 2019 6 SCHEDULE A to the STOP LOSS POLICY with AUGUSTA-RICHMOND COUNTY Section 1. Term The Policy Period shall be from January 1,2019 through December 31,2019. For purposes of this Policy Period,this Schedule shall supplement and amend the Stop Loss Policy between the Parties. BCBSGa shall provide an offer to renew this Policy at least 90 days prior to the end of a Policy Period. Jurisdiction of this Policy shall be in the state of Georgia. Section 2. Eligible Claim Date Period Claims under the Plan shall be covered by the Stop Loss Policy when Incurred and paid as follows: Incurred from January 1,2013 through December 31,2019 and Paid from January 1,2019 through December 31,2019 The Eligible Claim Date Period applies only to a full Policy Period. Section 3. Member Classification Excluded from Stop Loss Coverage Medicare Eligible Retirees Non-Medicare Eligible Retirees Section 4.Specific Stop Loss Coverage A.Application of Specific Stop Loss Coverage Amounts accumulated toward the Specific Stop Loss Limit shall be calculated as follows: Per Member B.Lines of Coverage The specific stop loss coverage shall apply to the following benefits under the Plan: Medical with Prescription Drug C.Specific Stop Loss Coverage Limits Specific Ston Loss Limit $225,000.00 Aooreoatina Specific Stop Loss Limit $250,000.00 D.Premium Rates Stop Loss Agreement 7 Augusta-Richmond County dated January 2019 The per Subscriber Premium Rates for the specific stop loss coverage shall be the following: Medical with Prescription Drug Composite $52.10/mo. E.Paid Claims For purposes of specific stop loss coveraoe. Paid Claims shall exclude the following: Dental Vision Short Term Disability Capitated Fees Comprehensive Health Solutions Program Fees All Claim Surcharges Any surcharge calculated based on enrollment Funds representing Employer allocation to Consumer Directed Health Plan accounts Section 5.Aggregate Stop Loss Coverage Not applicable. Section 6.Payment ACH or Wire Transfer Reimbursement. Employer shall deposit the amount due in a designated BCBSGa bank account by the Invoice Due Date. The deposit shall be made in accordance with any policies and regulations of the bank necessary to assure that the deposit is credited to BCBSGa's account no later than the next business day. Section 7.Premium Credit BCBSGa shall credit premium for each retroactive deletion up to a maximum of 60 days. Section 8.Maximums Not Applicable Section 9. Other Fees and Charges Not Applicable Blue Cross Blue Shield of Georgia,Inc. • By: Jay Severs Title: RVP Underwriting II Date: October 4,2018 Stop Loss Agreement Augusta-Richmond County dated January 2019 8 Blue Cross Blue Shield Healthcare Plan of Georgia,Inc. By: Jay Severe Title: RVP Underwriting 11 Date: October 4,2018 Stop Loss Agreement Augusta-Richmond County dated January 2019 9 AMENDMENT 5 TO THE ADMINISTRATIVE SERVICES AGREEMENT WITH AUGUSTA-RICHMOND COUNTY"EMPLOYER" This Amendment is made part of the Administrative Services Agreement and is effective January 1, 2019. This Amendment supplements and amends the Agreement between Employer and Blue Cross Blue Shield of Georgia, Inc. and Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. If there are any inconsistencies between the terms of the Agreement or its Schedules and this Amendment,the terms of this Amendment shall control. 1. The following provision replaces ARTICLE 2—Administrative Services Provided by Anthem—provision 2(g) in its entirety: On behalf of Employer, Anthem may utilize relevant Employer Claims and eligibility data to offer products as a replacement of, or enhancement to, the Employer's Group Health Plan for Members. Employer shall be responsible to communicate to Members all information required by ERISA and other applicable law. 2. The following provision replaces ARTICLE 9 — Health Insurance Portability and Accountability Act — provision 9(a) in its entirety: a. Anthem's duties and responsibilities in connection with the requirements imposed by the Health Insurance Portability and Accountability Act ("HIPAA") and the Privacy, Security, Breach Notification and Standard Transactions regulations will be set forth in the Business Associate Agreement attached hereto as the Group Health Business Associate Agreement Schedule. Business Associate is defined as a person or entity that performs certain functions or activities that involve the use or disclosure of protected health information on behalf of, or provides services to, a covered entity. Business Associate Agreement(BAA) is defined as a legal contract that describes how Anthem, as a Business Associate, and Plan, as a Covered Entity, as defined under 45 CFR 164.501 may use or disclose Protected Health Information so that the Plan may comply with the applicable requirements of HIPAA and its regulations. Any reference in this Agreement to Business Associate or to Business Associate Agreement shall be considered to be capitalized. 3. The following provision replaces ARTICLE 13—Recovery Services—in its entirety; ARTICLE 13—RECOVERY AND PREPAYMENT ANALYSIS SERVICES a. Pursuant to the provisions of this Article 13(a), Anthem shall conduct recovery activities including review of Paid Claims processed under this Agreement (including during any Claims Runout Period) and audits of Provider and Vendor contracts. The purpose of these services is to determine whether Paid Claims processed under this Agreement have been paid accurately and identify recoveries that can be pursued. Anthem shall not be obligated to retain outside counsel or other third parties if Anthem's recovery efforts are not successful. If Anthem makes a recovery as a result of the services described in this Article 13(a), then Anthem shall receive a fee provided in Schedule A as compensation for its services and Employer will receive the remaining recovery amount. Anthem shall also engage in various Claims prepayment analysis activities. These activities analyze Claims after services are rendered by a Provider or Vendor but prior to Claims payment to determine whether the billing and Claims submission are accurate and are intended to prevent inaccurate payments from being made. If the amount charged to Employer as a Paid Claim is less than the amount that would have been charged to Employer absent the services described in this Article 13(a), then Anthem shall be entitled to receive the fee provided in Schedule A as compensation for its services. This fee shall only be charged where the prepayment analysis activities relate to a specific Claim(s). ASO Amendment Augusta-Richmond County dated January 1,2019 Page 1 b. Anthem may become aware of additional recovery opportunities by means other than those described in Article 13(a). Employer grants Anthem the authority and discretion in those instances to do the following: (1) determine and take steps reasonably necessary and cost-effective to pursue the recovery such as filing a proof of claim in a class action settlement, commencing litigation, opting out of or objecting to a proposed settlement, and/or engaging in settlement negotiations; (2)select and retain outside counsel when needed; (3)reduce any recovery obtained on behalf of the Plan by its proportionate share of the outside counsel fees and costs incurred during litigation or settlement activities to obtain such recovery; and (4) implement or effect any settlement of the Employer's and Plan's rights by, among other things, executing a release waiving the Employer's and Plan's rights to take any action inconsistent with the settlement. c. During the term of this Agreement and any applicable Claims Runout Period,Anthem may pursue payments to Members by any other person, insurance company or other entity on account of any action, claim, request,demand, settlement,judgment, liability or expense that is related to a Claim for Covered Services ("Subrogation Services"). Anthem shall charge Employer a fee provided in Schedule A to this Agreement ("Subrogation Fee").Any subrogation recoveries shall be net of the Subrogation Fee. Subrogation Fees will not be assessed on subrogation recoveries until they are received by Anthem and credited to Employer. d. This provision is intentionally omitted in its entirety. e. In exercising its authority pursuant to this Article 13,Anthem shall determine which recoveries it will pursue or Claims that it will review prior to payment, and in no event will Anthem pursue a recovery if it reasonably believes that the cost of the collection is likely to exceed the recovery amount or if the recovery is prohibited by law or an agreement with a Provider or Vendor. Anthem will not be liable for any amounts it does not successfully recover or prevent from being paid based on Claims prepayment analysis activities. Anthem shall retain any recoveries it obtains as a result of its recovery services or audits if the cost to administer the refund is likely to exceed the amount of the refund. Employer further understands and agrees that Anthem shall have authority to enter into a settlement or compromise on behalf of the Employer and Plan regarding these recovery, subrogation and audit services, including, but not limited to, the right to reduce future reimbursement to Providers or Vendors in lieu of a lump sum settlement. Anthem may have contracts with Network Providers or Vendors or there may be judgments, orders, settlements, applicable laws or regulations that limit, under certain circumstances,Anthem's right to make recoveries or engage in Claims prepayment analysis activities, Anthem may, but is not required to, readjudicate Claims or adjust Members' cost share payments related to the recoveries made from a Provider or a Vendor. Anthem shall credit Employer net recovery amounts after deduction of fees and costs as set forth in this Article 13 not later than 150 days following the receipt of the total recovery amount. If Anthem does not credit Employer within 150 days of its receipt of the total recovery amount,Anthem shall pay Employer interest calculated at the Federal Reserve Funds Rate in effect at the time of the payment. In no event, however, will Anthem be liable to credit Employer for any recovery after the termination date of this Agreement and any Claims Runout Period, and Employer acknowledges and agrees that such sums shall be retained by Anthem as reasonable compensation for recovery services provided by Anthem. 4. The attached Inter-Plan Arrangements Schedule replaces the current Inter-Plan Arrangements Schedule. 5. Schedule A is replaced by the attached Schedule A. 6. Schedule B is replaced by the attached Schedule B. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 2 7. Schedule C is replaced by the attached Schedule C. IN WITNESS WHEREOF, BCBSGa has caused this Amendment to be executed by affixing the signatures of duly authorized officers. Blue Cross Blue Shield of Georgia, Inc. :r4 By: Jay Severa Title: Regional Vice President Date: October 3,2018 Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. By: Jay Severe Title: Regional Vice President Date: October 3,2018 ASO Amendment Augusta-Richmond County dated January 1,2019 Page 3 SCHEDULE A TO ADMINISTRATIVE SERVICES AGREEMENT WITH AUGUSTA-RICHMOND COUNTY This Schedule A shall govern the Agreement Period from January 1, 2019 through December 31, 2019. For purposes of this Agreement Period, this Schedule shall supplement and amend the Agreement between the Parties. If there are any inconsistencies between the terms of the Agreement including any prior Schedules, and this Schedule A,the terms of this Schedule A shall control. Section 1. Effective Date and Renewal Notice This Agreement Period shall be from 12:01 a.m. January 1, 2019 to the end of the day of December 31, 2019. Paid Claims shall be processed pursuant to the terms of this Agreement when incurred and paid as follows: Incurred from January 1,2014 through December 31,2019 and Paid from January 1,2019 through December 31,2019. BCBSGa shall provide any offer to renew this Agreement at least 60 days prior to the end of an Agreement Period. Section 2. Broker or Consultant Base Compensation Medical Broker or Consultant Fee is $2.25 per Subscriber per month. Upon receipt of payment from Employer, BCBSGa shall remit payment to the broker or consultant designated by Employer. Section 3. Administrative Services Fees A. Base Administrative Services Fee Composite $37.07 per Subscriber per month Rx(Non-Carve Out)Admin Fee-per subscriber per month-Composite$1.65-Included in the composite base administration fee Commingling Fee-per subscriber per month-Composite$1.48-Included in the composite base administration fee Charm to Administrative Services Fees. In addition to the provisions in Article 18(c), BCBSGa reserves the right to change the Administrative Services Fees provided in this Section 3 of Schedule A during the Agreement Period based upon the occurrence of any of the following events: Employer's Member to Subscriber ratio is not within+1-10%of 2.17; Employer's enrollment is not within+/-10%of 2,290 Subscribers; Article 3(a)Retroactive Adjustments to Enrollment. BCBSGa shall credit Administrative Services Fees for each retroactive deletion up to a maximum of 60 days and shall charge Administrative Services Fees for each retroactive addition up to a maximum of 60 days. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 4 B. Health and Wellness Program Fees Not applicable C. Other Fees or Credits Fee for Subrogation Services. The charge to Employer is 25%of gross subrogation recovery. Fee for Overpayment Identification and Claims Prepayment Analysis Activities. The charge to Employer is 25% of(i) the amount recovered from review of Claims and membership data and audits of Provider and Vendor activity to identify overpayments and (ii) the difference between the amount Employer would have been charged absent prepayment analysis activities and the amount that was charged to Employer following performance of the prepayment analysis activities. This includes, but is not limited to COB, contract compliance,and eligibility. Fee for Independent Claims Review: $550.00 per independent review Enhanced Personal Health Care Fee.A fee shall be charged for BCBSGa's oversight of Enhanced Personal Health Care with Providers or Vendors. Such fee shall be 25% of the per attributed Member per month amount charged to Employer for the Provider performance bonus portion of the Enhanced Personal Health Care program.These charges are included in Paid Claims on the invoice and may accumulate towards any stop loss policy amounts. Capitation Fee. A capitation fee shall be charged for BCBSGa's oversight and care coordination of designated Members. Such fee shall be 20% of the capitated Provider payment. These charges are included in Paid Claims on the invoice and may accumulate towards any stop loss policy amounts. Discount Share. Employer agrees to pay an additional amount based on the difference between Billed Charges for Covered Services and the Negotiated Amount. The "Negotiated Amount" is the amount BCBSGa, an BCBSGa Affiliate and/or Host Blue is contractually obligated to pay a Network Provider under a negotiated reimbursement arrangement, before application of Member cost-share amounts, such as deductibles,copayments and coinsurance. Claims submitted by a Provider affiliated with the Employer shall not be included in this calculation. Prescription Drug Claims, Payment Innovation Program payments and Claims paid on a capitated basis are all excluded from the fee calculation. In addition, Claims paid at the out-of-network level of benefits using the Traditional Network fee schedule are excluded from the fee calculation. The Discount Share is eaual to:2%per Claim up to$5,000 per Claim Non-Network Savings Fee. If Anthem or its Vendor negotiates with a non-Network Provider for Covered Services from the non-Network Provider, Employer will pay a fee equal to 50%of the difference between the non-Network Provider's Billed Charges and the amount BCBSGa uses to calculate Plan liability for the Covered Service (the "Plan Liability Amount"). In the case of facility-based Provider Claims, Plan Liability Amount will be based on the negotiated rate; if negotiations are not successful, the Plan Liability Amount shall be determined using a pricing tool. In the case of professional Provider Claims, Plan Liability Amount will be based upon the negotiated rate obtained by Anthem or its Vendor, if applicable (in the absence of successfully negotiated Claims, there will be no fee charged as the amount will be determined by the local Blue plan).These Claims will not be included in any Performance Guarantee calculations. MedicaLDrug Rebates: BCBSGa shall retain rebates it receives directly from pharmaceutical manufacturers for Claims for Prescription Drugs administered by BCBSGa and covered under the medical benefit portion of the Plan(s)("Medical Drug Rebates")for its own use and as reasonable compensation for its services. Fee for Pharmacy Carve-out. Employer has carved-out Prescription Drug management services.The charge to the Employer is$1.65 per Subscriber per month. This fee is included in the base administrative services fee. Combined Out of Pocket Maximum Fee: Employer has carved-out Prescription Drug management services and BCBSGa shall administer a single out of pocket maximum for medical and pharmacy Claims. The charge to Employer is$1.48 per Subscriber per month. Communication/Wellness Credit. BCBSGa shall provide a one-time communications/wellness credit of ASO Amendment Augusta-Richmond County dated January 1,2019 Page 5 $136,000 per Subscriber enrolled on January 1, 2019, to be applied to custom communication services provided by BCBSGa. Alternatively, the credit will be made to a monthly bill if an outside vendor provides these services. The credit can be applied towards wellness programs purchased by Employer from BCBSGa. This credit is only available in year one from January 1,2019 to December 21,2019. Fee for Collection Services Provided by External Vendors. The charge to Employer is 25% of the amount recovered by a Vendor in collecting receivables. Section 4. Paid Claims.Billing Cycle and Payment Method A. Paid Claims Paid Claims are described in Article 1-Paid Claims Definition of the Agreement. B. Billing Cycle Weekly BCBSGa shall notify Employer of the amount due to BCBSGa as a result of Claims processed and paid by BCBSGa according to the billing cycle described above. The actual date of notification of Paid Claims and the Invoice Due Date will be determined according to BCBSGa's regular business practices and systems capabilities. C. Payment Method ACH Demand Debit Reimbursement for Paid Claims. BCBSGa will initiate an ACH demand debit transaction that will withdraw the amount due from a designated Employer bank account no later than the next business day following the Invoice Due Date, however, if the Invoice Due Date falls on either a banking holiday,a Saturday or a Sunday,the withdrawal shall be made on the following banking day. Section 5. Administrative Services Fee Billing Cycle and Payment Method A. Billing Cycle Monthly List Bill(pay as billed) BCBSGa shall notify Employer of the amount due to BCBSGa pursuant to Section 3 of Schedule A according to the billing cycle described above. The actual date of notification of amounts due and the Invoice Due Date will be determined according to BCBSGa's regular business practices and systems capabilities. B. Payment Method ACH Demand Debit Reimbursement. BCBSGa will initiate an ACH demand debit transaction that will withdraw the amount due from a designated Employer bank account no later than the next business day following the Invoice Due Date, however, if the Invoice Due Date falls on either a banking holiday, a Saturday or a Sunday,the withdrawal shall be made on the following banking day. Section 6. Claims Runout Services A. Claims Runout Period Claims Runout Period shall be for the 12 months following the date of termination of this Agreement. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 6 B. Claims Runout Administrative Services Fees Medical: The fee for Claims Runout Services will be equal to 9% of Claims processed and paid by BCBSGa or through Inter-Plan Arrangements. Fees in Sections 3(8)and 3(C)of this Schedule A that(i)are associated with Claims processed or reviewed during the Claims Runout Period including without limitation subrogation fees, Claims prepayment analysis fees, recovery fees, network access fees; or(ii)apply to the Agreement Period but were not billed during the Agreement Period, will also be billed and payable during the Claims Runout Period. Payment is due to BCBSGa by the Invoice Due Date. Section 7. Inter-Plan Arrangements: The following Inter-Plan Arrangement-related fees are included in the Base Administrative Services Fee: Access Fees paid to Host Blues, the Administrative Expense Allowance ("AEA") Fee, Central Financial Agency Fees, ITS Transaction Fees, Blue Cross Blue Shield Global Core®Program services Fees and any Negotiated Arrangement Fees. BlueCard Fees Access Fees and AEA will be included in the Base Administrative Services Fees for Claims incurred in the following states: California, Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri, Nevada, New Hampshire, New York, Ohio,Virginia,and Wisconsin. Access Fees(Network Provider Claims only): •An amount not to exceed 4.30%of network savings,capped at$2,000.00 per Claim. Administrative Expense Allowance Fees("AEA')(Network Provider and Non-Network Provider Claims): •An amount not to exceed$5.00 per professional Claim and$11.00 per institutional Claim. •Non-Network Provider-$3.00 per Claim. Central Financial Aaencv Fee("CFA")(Network Provider,Non-Network Provider and Blue Cross Blue Shield Global Core Claims): •$0.35 per payment notice. ITS Transaction Fee("ITS") (Network Provider. Non-Network Provider and Blue Cross Blue Shield Global Core Proaram Claims): •$0.05 per transaction. Section 8. Other Amendments. The Administrative Services Agreement is otherwise amended as follows: Blue Cross Blue Shield Global Core All references to BlueCard Worldwide are replaced by Blue Cross Blue Shield Global Core. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 7 Notice of Loss of Grandfathering Status In the event Employer maintains a grandfathered health plan(s), as that term is used in the Patient Protection and Affordable Care Act ("PPACA"), Employer shall not make any changes to such plan(s), including, but not limited to, changes with respect to Employer contribution levels, without providing BCBSGa with advance written notice of the intent to change such plan(s). Making changes to grandfathered plans without notice to BCBSGa may result in the plan(s) losing grandfathered status and significant penalties and/or fines to Employer and BCBSGa. In the event Employer implements changes to its plan(s) and does not provide advance notice to BCBSGa, Employer agrees to indemnify BCBSGa according to the indemnification provisions set forth elsewhere in this Agreement for any penalties, fines or other costs assessed against BCBSGa. Additionally, at each renewal after September 23, 2010, Employer shall affirm in writing, upon reasonable request of BCBSGa,that it has not made changes to its plan(s)that would cause the plan(s)to lose its/their grandfathered status. If Employer loses grandfathered Plan status under PPACA and notifies BCBSGa of such loss no fewer than 90 days before the effective date of the change, BCBSGa will implement the additional group market (insurance) reforms that apply to non-grandfathered health Plans subject to the provisions of Article 18 of this Agreement. Blue Cross Blue Shield of Georgia, Inc. By: Jay Severa Title: Regional Vice President Date: October 3,2018 Blue Cross Blue Shield Healthcare Plan of Georgia,Inc. By: Jay Severa Title: Regional Vice President Date: October 3,2018 ASO Amendment Augusta-Richmond County dated January 1,2019 Page 8 SCHEDULE B TO ADMINISTRATIVE SERVICES AGREEMENT WITH AUGUSTA-RICHMOND COUNTY This Schedule B shall govern the Agreement Period from January 1, 2019 through December 31, 2019. For purposes of this Agreement Period, this Schedule B shall supplement and amend the Agreement between the Parties. If there are any inconsistencies between the terms of the Agreement including any prior Schedules and this Schedule B,the terms of this Schedule B shall control. The following is a list of services that BCBSGa will provide under this Agreement for the Base Administrative Services Fee listed in Section 3(A) of Schedule A. These services will be furnished to Employer in a manner consistent with BCBSGa's standard policies and procedures for self-funded plans. BCBSGa may also offer additional, optional services to Employer, and such services, whether or not purchased by Employer,are not included in the services set forth below in this Schedule B. By way of example and not limitation, BCBSGa may offer certain optional programs that include utilization management activities. In such event, the services associated with those programs are not included in the services described below. Services under Article 13 will only be pursued or performed for Claims associated with these programs or that would have been impacted by these programs if the programs are purchased by Employer. If Employer has purchased such services, those services and any additional fees are also listed in Schedule A. SERVICES INCLUDED IN THE BASE ADMINISTRATIVE SERVICES FEE IN SECTION 3A OF SCHEDULE A Management Services •BCBSGa's benefits and administration as described in this paragraph: - BCBSGa definitions,and exclusions - BCBSGa complaint and appeals process(One mandatory level of appeal,one voluntary level of appeal) - Claims incurred and paid as provided in Schedule A - Accumulation toward plan maximums beginning at zero on effective date - BCBSGa Claim forms - ID card - Explanation of Benefits(Non-customized) •Acceptance of electronic submission of eligibility information in HIPAA-compliant format •Preparation of Benefits Booklet(accessible via internet) •Information for ERISA 5500 •Account reporting-standard data reports •Standard billing and banking services •Plan Design consultation •Employer eServices -Add and delete Members -Download administrative forms -View Member Benefits and request ID cards -View eligibility -View Claim status and detail •Responsible Reporting Entity for the Plan •Information for preparation of SBC ASO Amendment Augusta-Richmond County dated January 1,2019 Page 9 Claims and Customer Services •Claims processing services •Medicare crossover processing •Employer customer service,standard business hours •Member customer service,standard business hours •1099s prepared and delivered to Providers •Residency-based assessments and/or surcharges and other legislative reporting requirements •Member eServices •Member identity theft and credit monitoring and identity repair •Women's Health and Cancer Rights Act notices Care Manasaement •Health Care Management -Referrals -Utilization management -Case management -BCBSGa Medical Policy •SpecialOffers •Transplant services-Blues Distinction •Healthy Solutions Newsletter(available online) •MyHealth(Member Portal) -Electronic Health Risk Assessment -Personal Health Record -Online Communities -Member Alerts •Health and Wellness Services(HMO/POS/PPO Plans) •ConditionCare -Asthma -Pulmonary disease -Congestive heart failure -Coronary artery disease -Diabetes -Vascular-at-risk -Low back pain -Musculoskeletal -Oncology -Chronic kidney disease -End stage renal disease •Future Moms ASO Amendment Augusta-Richmond County dated January 1,2019 Page 10 •ComplexCare •24/7 NurseLine •Live Health Online •Sleep •Specialty Pharmacy-Clinical Site of Care Review •My Health Coach •Anthem Health Guide:Standard •LHO Lactation •Cancer Care Quality Program •Radiation Therapy •Integrated Imaging Package •My Health Advantage-Gold Level without Daily Alerts Networks •Access to networks -Provider Network -Mental Health/Substance Abuse Network -Coronary Services Network -Human Organ and Tissue Transplant Network -Complex and Rare Cancer Network -Bariatric Surgery Network •Network Management •Online Provider directory •Inter-Plan Arrangements Blue Cross Blue Shield of Georgia,Inc. By: Jay Severe Title: Regional Vice President Date: October 3,2018 Blue Cross Blue Shield Healthcare Plan of Georgia,Inc. By: Jay Severe Title: Regional Vice President Date: October 3,2018 ASO Amendment Augusta-Richmond County dated January 1,2019 Page 11 SCHEDULE C TO ADMINISTRATIVE SERVICES AGREEMENT WITH AUGUSTA-RICHMOND COUNTY This Schedule C provides certain guarantees pertaining to BCBSGa's performance under the Agreement between the Parties("Performance Guarantees")and shall be effective for the period from January 1, 2019 through December 31, 2019(the "Performance Period"). Descriptions of the terms of each Performance Guarantee applicable to the Parties are set forth in the Attachments(the"Attachments")to this Schedule C and made a part of this Schedule C. This Schedule shall supplement and amend the Agreement between the Parties. If there are any inconsistencies between the terms of the Agreement including any prior Schedules and this Schedule C,the terms of this Schedule C shall control. If there are any inconsistencies between the terms contained in this Schedule, and the terms contained in any of the Attachments to this Schedule C,the terms of the Attachments to this Schedule C shall control. Section 1. General Conditions A. The Performance Guarantees described in the Attachments to this Schedule C shall be in effect only for the Performance Period indicated above, unless specifically indicated otherwise in the Attachments. Each Performance Guarantee shall specify a/an: 1. Performance Category. The term Performance Category describes the general type of Performance Guarantee. 2. Reporting Period. The term Reporting Period refers to how often BCBSGa will report on its performance under a Performance Guarantee. 3. Measurement Period. The term Measurement Period is the period of time under which BCBSGa's performance is measured, which may be the same as or differ from the period of time equal to the Performance Period. 4. Penalty Calculation. The term Penalty Calculation generally refers to how BCBSGa's payment will be calculated, in the event BCBSGa does not meet the target(s)specified under the Performance Guarantee. 5. Amount at Risk. The term Amount at Risk means the amount BCBSGa may pay if it fails to meet the target(s)specified under the Performance Guarantee. B. BCBSGa shall conduct an analysis of the data necessary to calculate any one of the Performance Guarantees within the timeframes provided in the Attachments to this Schedule C. In addition, any calculation of Performance Guarantees, reports provided, or analysis performed by BCBSGa shall be based on BCBSGa's then current measurement and calculation methodology,which shall be available to Employer upon request. C. Any audits performed by BCBSGa to test compliance with any of the Performance Guarantees shall be based on a statistically valid sample size with a 95%confidence level. D. If the Parties do not have an executed Agreement, BCBSGa shall have no obligation to make payment under these Performance Guarantees. E. Unless otherwise specified in the Attachments to this Schedule C, the measurement of the Performance Guarantee shall be based on data that is maintained and stored by BCBSGa or its Vendors. F. If Employer terminates the Agreement between the Parties prior to the end of the Performance Period,or if the Agreement is terminated for non-payment, then Employer shall forfeit any right to collect any further payments under any outstanding Performance Guarantees, whether such Performance Guarantees are for a prior or current Measurement Period or Performance Period. G. BCBSGa reserves the right to make changes to any of the Performance Guarantees provided in the ASO Amendment Augusta-Richmond County dated January 1,2019 Page 12 Attachments to this Schedule C upon the occurrence,in BCBSGa's determination,of either: 1. a change to the Plan benefits or the administration of the Plan initiated by Employer that results in a substantial change in the services to be performed by BCBSGa or the measurement of a Performance Guarantee;or 2. an increase or decrease of 10% or more of the number of Members that were enrolled for coverage on the latter of the effective date or renewal date of this Agreement. Should there be a change in occurrence as indicated above and these changes negatively impact BCBSGa's ability to meet the Performance Guarantees, BCBSGa shall have the right to modify the Performance Guarantees contained in the Attachments. H. For the purposes of calculating compliance with the Performance Guarantees contained in the Attachments to this Schedule C, if a delay in performance of,or inability to perform, a service underlying any of the Performance Guarantees is due to circumstances which are beyond the control of BCBSGa, or its Vendors, including but not limited to any act of God, civil riot, floods, fire,acts of terrorists,acts of war or power outage,such delayed or non-performed service will not count towards the measurement of the applicable Performance Guarantee. Some Performance Guarantees measure and compare year to year performance. The term Baseline Period refers to the equivalent time period preceding the Measurement Period. J. As determined by BCBSGa, Performance Guarantees may be measured using either aggregated data or Employer-specific Data. The term Employer-specific Data means the data associated with Employer's Plan that has not been aggregated with other employer data. Performance Guarantees will specify if Employer-specific Data shall be used for purposes of measuring performance under the Performance Guarantee. K. If any Performance Guarantees are tied to a particular program and its components, such Performance Guarantees are only valid if Employer participates in the program and its components for the entirety of the Measurement Period associated with the Performance Guarantee. Section 2. Payment A. If BCBSGa fails to meet any of the obligations specifically described in a Performance Guarantee, BCBSGa shall pay Employer the amount set forth in the Attachment describing the Performance Guarantee. Payment shall be in the form of a credit on Employer's invoice for Administrative Services Fees,which will occur annually unless otherwise stated in the Performance Guarantee. B. Notwithstanding the above, BCBSGa has the right to offset any amounts owed to Employer under any of the Performance Guarantees contained in the Attachments to this Schedule C against any amounts owed by Employer to BCBSGa under: (1)any Performance Guarantees contained in the Attachments to this Schedule C;(2)the Agreement;or, (3)any applicable Stop Loss Policy. C. Notwithstanding the foregoing, BCBSGa's obligation to make payment under the Performance Guarantees is conditioned upon Employer's timely performance of its obligations provided in the Agreement in this Schedule C,and the Attachments, including providing BCBSGa with the information or data required by BCBSGa in the Attachments. BCBSGa shall not be obligated to make payment under a Performance Guarantee if Employer or Employer's vendor's action or inaction adversely impacts BCBSGa's ability to meet any of its obligations provided in the Attachments related to such Performance Guarantee, which expressly includes but is not limited to Employer or its vendor's failure to timely provide BCBSGa with accurate and complete data or information in the form and format expressly required by BCBSGa. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 13 D. Where the Amount at Risk for a Performance Guarantee is on a percentage of a Per Subscriber Per Month(PSPM)fee basis,the Guarantee will be calculated by multiplying the PSPM amount by the actual annual enrollment during the Measurement Period. Blue Cross Blue Shield of Georgia, Inc. By: Jay Severa Title: Regional Vice President Date: October 3,2018 Blue Cross Blue Shield Healthcare Plan of Georgia,Inc. kr- By: Jay Severa Title: Regional Vice President Date: October 3,2018 ASO Amendment Augusta-Richmond County dated January 1,2019 Page 14 ATTACHMENT TO SCHEDULE C Performance Guarantees TO ADMINISTRATIVE SERVICES AGREEMENT WITH AUGUSTA-RICHMOND COUNTY("EMPLOYER") Operation Performance Guarantees This Attachment is made part of Schedule C and will be effective for the Performance Period from January 1, 2019 through December 31, 2019. This Attachment is intended to supplement and amend the Agreement between the Parties. Operations Performance Guarantees Performance Category Year 1 Year 2,3 Claims Timeliness-(14 Calendar Days) 4%of Base Admin. 4%of Base Admin. Services Fees Services Fees Claims Financial Accuracy 4%of Base Admin. 4%of Base Admin. Services Fees Services Fees Claims Accuracy 2%of Base Admin. 2%of Base Admin. Services Fees Services Fees Average Speed to Answer 2%of Base Admin. 2%of Base Admin. Services Fees Services Fees First Call Resolution 2%of Base Admin. 2%of Base Admin. Services Fees Services Fees Member Satisfaction NPS 2%of Base Admin. 2%of Base Admin. Services Fees Services Fees Management Reports 2%of Base Admin. 2%of Base Admin. Services Fees Services Fees Account Management Satisfaction 2%of Base Admin. 2%of Base Admin. Services Fees Services Fees Total Amount At Risk—Operations 20% 20% Additional Terms and Conditions: o For purposes of imposing penalties,measurement shall not begin until the start of the fourth month of the initial Agreement period for the following measures:Claims Timeliness,Claims Financial Accuracy,Claims Accuracy, Average Speed of Answer,and First Call Resolution. o Performance will be based on the results of a designated service team/business unit assigned to Augusta Richmond County,unless the guarantee is noted as measured with Employer-specific Data. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 15 Measurement Performance Amount and Reporting Category at Risk Guarantee Penalty Calculation Period Claims Year 1: A minimum of 90% of Non-investigated medical Result Penalty Measurement Timeliness 4%of Claims Wit be processed timely. 90.0%or Greater None ri..� (14 Calendar Base Non-investigated Claims are defined as medical Annual Days) Admin. Claims that process through the system without the 68.0%to 89.9.% 25% Services need to obtain additional information from the 86.0%to 87.9% 50% Fees Provider, Subscriber or other external sources. 85.0%to 85.9% 75% Reporting Processed Timely is defined as Non-investigated Less than 85.0% 100% Per " Year 2, medical Claims that have been adjudicated within 14 Annual 3: calendar days of receipt. 4%of This Guarantee will be calculated based on the Basese number of Non-investigated Claims that Processed Ba . Timely divided by the total number of Non- Adrvininvestigated Claims. Fees The calculation of this Guarantee does not include Claim adjustments.The calculation of this Guarantee also excludes in any quarter,Claims for an Employer that requests changes to Plan benefits,until all such changes have been implemented. This will be measured with Employer-specific Data. Claims Year 1: A minimum of 99%of medical Claim dollars will be Result Penalty Measurement Financial 4%of processed accurately. Accuracy Base or Greater None Poriod Base This Guarantee will be calculated based on the total 98.0%to 98.9% 25% Annual Admin. dollar amount of audited medical Claims paid Services correctly divided by the total dollar amount of audited 97.0%to 97.9% 50% Fees medical Paid Claims. The calculation of this 96.0%to 96.9% 75% Reoortinu Guarantee includes both underpayments and Less than 96.0% 100% Period Year 2, overpayments. The calculation of this Guarantee Annual does not include Claim adjustments or Claims in any 3: quarter in which an Employer requests changes to 4%of Plan benefits, until all such changes have been Base implemented. Admin. Services Fees ASO Amendment Augusta-Richmond County dated January 1,2019 Page 16 Measurement Performance Amount and Reporting Category at Risk Guarantee Penalty Calculation Period Claims Year 1: A minimum of 97%of medical Claims will be paid or Result Penalty Measurement Accuracy 2%of denied correctly. 97.0%or Greater None Period Base This Guarantee will be calculated based on the 96.0%to 96.9% 25% Annual Admin. number of audited medical Claims paid and denied Services correctly divided by the total number of audited 95.0%to 95.9% 50% Fees medical Claims paid and denied. The calculation of 94.0%to 94.9% 75% Reoortino this Guarantee excludes in any quarter Claims for an Less than 940% 100% Period Year 2, Employer that requests changes to Plan benefits, Annual until ad such changes have been implemented. 3: 2%of Base Admin. Services Fees Average Year 1: The average speed to answer (ASA) will be 45 Result Penalty Measurement Speed to 2%of seconds or less. 45 seconds or None Period Answer Base ASA is defined as the average number of whole less Annual Admin. seconds members wait and/or are in the telephone 46 to 48 seconds 25% Services system before receiving a response from a customer Fees service representative(CSR)or an interactive voice 49 to 51 seconds 50% Reoortino response (IVR) unit. This Guarantee will be 52 to 54 seconds 75% Period Year 2, calculated based on the total number of calls 55 or more 100% Annual 3: received in the customer service telephone system. seconds 2%of Base Admin. Services Fees First Call Year 1: A minimum of 85%of member calls will be resolved Result Penalty Measurement Resolution 2%of during the initial contact with no further follow up 85.0%or Greater None Period Base required. Admin. First Cat Resolution is defined as member callers '0'6 to 84.9% 25% Annual Services receiving a response to their inquiry during an initial 81.5%to 82.9% 50% Fees contact with no further follow-up required. This 80.0%to 81.4% 75% Retorting Guarantee will be calculated based on the total Less than 80.0% 100% Period Year 2, number of members who receive a First Call Annual Resolution divided by the total number of calls 3: received into the customer service tele 2%of Pine system. Base Admin. Services Fees ASO Amendment Augusta-Richmond County dated January 1,2019 Page 17 Measurement Performance Amount and Reporting Category at Risk Guarantee Penalty Calculation Period Member Year 1: This Guarantee establishes a Quality Benchmark Result Penalty Measurement Satisfaction— 2%of transactional Net Promoter Score (NPS) of 40. Net Promoter None Period NPS Base Anthem will either: (i) meet or exceed the Quality Score increased Annual Admin. Benchmark; or, (ii)there will be an improvement in Services the Net Promoter Score from the Baseline Period. Fees The survey is conducted after a member contacts a &Mal customer service representative (CSR). Each Period, Year 2, member who completes a transaction with Anthem Annual 3: will be asked to provide a rating on a scale from 0 2%of (Not at All Likely) to 10 (Extremely Likely) to a question that asks how likely the member would If Net Promoter Score stayed to Base recommend Anthem to a friend or colleague based same or decreased AND is Admin. on the members most recent transaction. The Result Penalty Services transactional Net Promoter Score will be calculated Fees by subtracting the percentage of Detractors 40 or Greater None (members who provide a rating from 0 to 6)from the 39.0 to 39.9 25% percentage of Promoters (members who provide a 38.0 to 38.9 50% rating of 9 or 10). To determine the results for (i), Anthem shall 37.0 to 38.9 75% compare the Net Promoter Score in the Less than 37.0 100% Measurement Period to the Quality Benchmark. The improvement for (ii) will be determined by comparing the Net Promoter Score in the Measurement Period to the Net Promoter Score in the Baseline Period. The Baseline Period is the equivalent time period preceding the Measurement Period. (This will be measured with Employer-specific Data.) Management Year 1: Standard automated reports will be made available Result Penalty Measurement Reports 2%of to Employer by no later than 25 calendar days Reports are late 1 None Period Base following the end of the month, month Annual Admin. The reports will include financial, utilization and Reports are late 2 25% Services clinical information. months Fees This will be measured with Employer-specific Data. o Renortina Reports are late 3 100% Period or more months Annual Year 2, 3: 2%of Base Admin. Services Fees ASO Amendment Augusta-Richmond County dated January 1,2019 Page 18 Performance Amount Measurement Category Risk Rsk Guarantee and Reporting Penalty Calculation Period Account Year 1: A minimum average score of 3.0 will be attained on Result Penalty Measurement Management 2%of the Account Management Satisfaction Survey 3.0 or higher None Period Satisfaction Base (AMSS). Admin. A minimum of 3 responses 2.5 to 2.9 25% Annual Services AMSS is p per Employer to the 2.0 to 2.4 50% required to base the score on Empioyer- Fees specific responses only. If 3 responses are received Less than 2.0 100% Reoonina from the Employer,an average score is calculated by Period Year 2, adding the scores from each respondent divided by Annual the total number of Employer respondents. If fewer 3: than 3 responses are received, the score will be 2%of calculated as follows: Base Base Bas2 Employer responses:2/3 of the score will be based Services minon Employer-specific AMSS results and 1/3 of the Fees score will be based on the aggregate score of all AMSS results received by the Account Management Team. 1 Employer-response:1/3 of the score will be based on Employer-specific AMSS results and 2/3 of the score will be based on the aggregate score of all AMSS results received by the Account Management Team. 0 Employer responses:The score will be based on the aggregate score of all AMSS results received by the Account Management Team. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 19 ATTACHMENT TO SCHEDULE C Performance Guarantees TO ADMINISTRATIVE SERVICES AGREEMENT WITH AUGUSTA-RICHMOND COUNTY("EMPLOYER") Network Guarantees This Attachment is made part of Schedule C and will be effective for the Performance Period from January 1, 2019 through December 31, 2019. This Attachment is intended to supplement and amend the Agreement between the Parties. Amount at Risk The total amount at risk for the below performance guarantees between Anthem and Augusta Richmond County shall not exceed the following: o Network Guarantees:20%of Base Medical Administration fees Confirmation of all applicable fees for the performance guarantees will be reflected in Employer's Schedule C. Maximum Amount Payable The maximum amount payable under all guarantees between Anthem and Augusta Richmond County shall not exceed 30%of the Base Medical Administration fees,The Maximum Amount Payable provisions above do not apply to Pharmacy-related Performance Guarantees. Network Guarantees Performance Category Year 1 Network Provider Discount— 20%of Base Admin. Expected Discount 63.7% Services Fees Total Amount At Risk-Network 20% Additional Terms and Conditions o This/These Guarantee(s)applies to following time periods:(Measurement Period) - Year 1:Claims Incurred from January 1,2019 through December 31,2019 and Paid from January 1,2019 and through December 31,2019. o This Guarantee excludes the following Providers: Children's Healthcare Network. o This Guarantee excludes the total Claims Charges for any Member that exceeds$150,000 in paid claims in the Measurement Period. o Anthem has the right in its sole discretion to modify or terminate this Guarantee if any of the following conditions occur. -- Anthem is no longer the sole administrator for Employer's Plan. - Employer fails to maintain at least an average enrollment of enrollment of 2,088 Subscribers. As previously mentioned,a change to the Plan benefits or the administration of the Plan initiated by Employer that results in a substantial change in the services to be performed by Anthem or the measurement of a Performance Guarantee. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 20 Measurement Performance Amount and Category at Risk Guarantee Reporting Penalty Calculation Period Network Year 1: A minimum Network Provider Discount of 63.7%. Result Penalty Measurement Provider 20%of This Guarantee excludes the following Providers: 61.7%or Greater None Period Discount Base Children's Healthcare Network. This Guarantee 60.7%to 61.6% 25% 'This period Admin. excludes the total Claims Charges for any Member a pp Services that exceeds $150,000 in paid claims in the 59.7°�to B0.6% 50% Claim to Fees Measurement Period. 58.7%to 59.6% 75% incurred from Eligible Claim Charges are defined as charges for Less than 58.7% 100% January 1, Covered Services provided to Members enrolled in 2019 HMO, PPO, EPO, POS Plans. Eligible Claim through Charges will be based on Anthem primary Claims December31, only and will not include charges related to 2019 and Paid Prescription Drug Claims, Inter-Plan Program fees, from January state surcharges, Anthem Provider payment 1,2019 and innovation programs or services rendered outside through the United States. Allowed Amount is defined as 12/31/2019 the amount paid by Anthem to HMO,PPO, EPO, POS Network Providers on Eligible Claim Charges plus any Member Cost Shares, Reo,utlpg, This Guarantee will be calculated by dividing the period HMO, PPO, EPO, POS Network Provider Mowed Annual Amount by the HMO, PPO, EPO, POS Network Provider Eligible Claim Charges. The resulting percentage shall be subtracted from 100% to detem lne the Network Provider Discount. Anthem has the right in its sole discretion to modify or terminate this Guarantee if any of the following conditions occur: • Anthem is no longer the sole administrator for Employer's Plan • Employer fails to maintain at least an average enrollment of 2,088 Subscribers. • The geographic distribution of Subscribers changes by more than 5%in any state or 10% in total from the Employer census provided for purposes of establishing this Guarantee. Only Claims submitted to a Blue Cross and/or Blue Shield licensee for processing and adjudication shall be considered for purposes of this Discount Guarantee. This will be measured with Employer-specific Data. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 21 INTER-PLAN ARRANGEMENTS SCHEDULE TO ADMINISTRATIVE SERVICES AGREEMENT WITH AUGUSTA-RICHMOND COUNTY This Inter-Plan Arrangement Schedule supplements and amends the Administrative Services Agreement and is effective as of January 1, 2019. In the event of an inconsistency between the applicable provisions of this Schedule, any other Schedule and/or the Agreement, the terms of this Schedule shall govern, but only as they relate to the Inter-Plan Arrangements. Except as set forth herein, all other terms and conditions of the Agreement remain in full force and effect. Out-of-Area Services Overview Anthem has a variety of relationships with other Blue Cross and/or Blue Shield Licensees referred to generally as "Inter-Plan Arrangements". These Inter-Plan Arrangements operate under rules and procedures issued by BCBSA. Whenever Members access healthcare services outside the geographic area Anthem serves (the "Anthem Service Area"), the Claim for those services may be processed through one of these Inter-Plan Arrangements. The Inter- Plan Arrangements are described generally below. Typically, when accessing care outside the Anthem Service Area, Members obtain care from healthcare Providers that have a contractual agreement("Participating Providers")with the local Blue Cross and/or Blue Shield Licensee in that other geographic area("Host Blue"). In some instances,Members may obtain care from healthcare Providers in the Host Blue geographic area that do not have a contractual agreement("Non-Participating Providers")with the Host Blue. Anthem remains responsible for fulfilling its contractual obligations to Employer.Anthem's payment practices in both instances are described below. This disclosure describes how Claims are administered for Inter-Plan Arrangements and the fees that are charged in connection with Inter-Plan Arrangements. Note that dental care, Prescription Drug or vision benefits may not be processed through Inter-Plan Arrangements. If the Plan covers only limited healthcare services received outside of Anthem's Service Area, services other than those listed as Covered Services (e.g., emergency services) in the Benefits Booklet will not be covered when processed through any Inter-Plan Arrangements, unless authorized by Anthem. Providers providing such non- Covered Services will be considered Non-Participating Providers. A. BlueCard®Program The BlueCard® Program is an Inter-Plan Arrangement. Under this Arrangement, when Members access Covered Services outside the Anthem Service Area, the Host Blue will be responsible for contracting and handling all interactions with its Participating Providers. The financial terms of the BlueCard Program are described generally below. 1. Liability Calculation Method Per Claim a. Member Liability Calculation Unless subject to a fixed dollar copayment, the calculation of the Member liability on Claims for Covered Services will be based on the lower of the Participating Provider's Billed Charges or the negotiated price made available to Anthem by the Host Blue. a. Employer Liability Calculation ASO Amendment Augusta-Richmond County dated January 1,2019 Page 22 The calculation of Employer liability on Claims for Covered Services will be based on the negotiated price made available to Anthem by the Host Blue. Sometimes,this negotiated price may be greater for a given service or services than the Billed Charges in accordance with how the Host Blue has negotiated with its Participating Provider(s) for specific healthcare services. In cases where the negotiated price exceeds the Billed Charges, Employer may be liable for the excess amount even when the Member's deductible has not been satisfied. This excess amount reflects an amount that may be necessary to secure (a) the Provider's participation in the network and/or (b) the overall discount negotiated by the Host Blue. In such a case, the entire contracted price is paid to the Participating Provider,even when the contracted price is greater than the Billed Charges. 2. Claims Pricing • Host Blues determine a negotiated price, which is reflected in the terms of each Host Blue's Participating Provider contracts. The negotiated price made available to Anthem by the Host Blue may be represented by one of the following: (i) An actual price. An actual price is a negotiated rate of payment in effect at the time a Claim is processed without any other increases or decreases;or (ii) An estimated price. An estimated price is a negotiated rate of payment in effect at the time a Claim is processed, reduced or increased by a percentage to take into account certain payments negotiated with the Provider and other Claim- and non-Claim-related transactions. Such transactions may include, but are not limited to, anti-fraud and abuse recoveries, Provider refunds not applied on a Claim-specific basis, retrospective settlements and performance-related bonuses or incentives;or (iii) An average price. An average price is a percentage of Billed Charges in effect at the time a Claim is processed representing the aggregate payments negotiated by the Host Blue with all of its Participating Providers or a similar classification of its Participating Providers and other Claim-and non-Claim-related transactions. Such transactions may include the same ones as noted above for an estimated price. The Host Blue determines whether it will use an actual, estimated or average price.The use of estimated or average pricing may result in a difference (positive or negative) between the price Employer pays on a specific Claim and the actual amount the Host Blue pays to the Participating Provider. However, the BlueCard Program requires that the amount paid be a final price; no future price adjustment will result in increases or decreases to the pricing of past Claims. Any positive or negative differences in estimated or average pricing are accounted for through variance accounts maintained by the Host Blue and are incorporated into future Claim prices. As a result, the amounts charged to Employer will be adjusted in a following year, as necessary, to account for over- or under-estimation of the past years' prices. The Host Blue will not receive compensation from how the estimated price or average price methods,described above, are calculated. Because all amounts paid are final, neither positive variance account amounts (funds available to be paid in the following year), nor negative variance amounts (the funds needed to be received in the following year), are due to or from Employer. Upon termination,Employer will not receive a refund or charge from the variance account. Variance account balances are small amounts relative to the overall paid Claims amounts and will be liquidated over time. The timeframe for their liquidation depends on variables, including, but not limited to, overall volume/number of Claims processed and variance account balance. Variance account balances may earn interest at the federal funds or similar rate. Host Blues may retain interest earned on funds held in variance accounts. B. Negotiated Arrangements With respect to one or more Host Plans, instead of using the BlueCard Program, Anthem may process Claims for Covered Services through negotiated arrangements. A negotiated arrangement is an agreement negotiated between Anthem and one or more Host Blues for any Employer that is not delivered through the BfueCard Program ("Negotiated Arrangement"). ASO Amendment Augusta-Richmond County dated January 1,2019 Page 23 In addition,if Anthem and Employer agree that(a)Host Blue(s)shall make available(a)custom healthcare Provider network(s) in connection with this Agreement, then the terms and conditions set forth in Anthem's Negotiated Arrangement(s) with such Host Blue(s) shall apply. These include the provisions governing the processing and payment of Claims when Members access such network(s). In negotiating such arrangement(s),Anthem is not acting on behalf of or as an agent for Employer,the Plan or Members. Member Liability Calculation If Anthem has entered into a Negotiated Arrangement with a Host Blue,the calculation of Member cost-sharing will be based on the lower of either Billed Charges or negotiated price (refer to the description of negotiated price under Section A, BlueCard Program)that the Host Blue makes available to Anthem and that allows Members access to negotiated participation agreement networks of specified Participating Providers outside of Anthem's service area.. C. Special Cases:Value-Based Programs Definitions 1. Accountable Care Organization(ACO): A group of Providers who agree to deliver coordinated care and meet performance benchmarks for quality and affordability in order to manage the total cost of care for their member populations. 2. Care Coordination: Organized, information-driven patient care activities intended to facilitate the appropriate responses to a Member's healthcare needs across the continuum of care. 3. Care Coordinator: An individual within a Provider organization who facilitates Care Coordination for patients. 4. Care Coordinator Fee: A fixed amount paid by a Host Plan to Providers periodically for Care Coordination under a Value-Based Program. 5. Global Payment/Total Cost of Care: A payment methodology that is defined at the patient level and accounts for either all patient care or for a specific group of services delivered to the patient, such as outpatient,physician,ancillary,hospital services,and prescription drugs. 6. Patient-Centered Medical Home (PCMH): A model of care in which each patient has an ongoing relationship with a primary care physician who coordinates a team to take collective responsibility for patient care and,when appropriate, arranges for care with other qualified physicians. 7. Provider Incentive: An additional amount of compensation paid to a Provider by a Host Blue,based on the Provider's compliance with agreed-upon procedural and/or outcome measures for a particular population of covered persons. 8. Shared Savings: A payment mechanism in which the Provider and the payer share cost savings achieved against a target cost budget based on agreed upon terms and may include downside risk. 9. Value-Based Program(VBP): An outcomes-based payment arrangement and/or a coordinated care model facilitated with one or more local Providers that is evaluated against cost and quality metrics/factors and is reflected in Provider payment. Value-Based Programs Overview Members may access Covered Services from Providers that participate in a Host Blue's Value-Based Program. Value-Based Programs may be delivered either through the BlueCard Program or a Negotiated Arrangement. These Value-Based Programs may include, but are not limited to, Accountable Care Organizations, Global Payment/Total Cost of Care arrangements,Patient Centered Medical Homes and Shared Savings arrangements. Value-Based Programs under the BlueCard Program Value-Based Programs Administration Under Value-Based Programs, a Host Blue may pay Providers for reaching agreed-upon cost/quality goals in the following ways: retrospective settlements, Provider Incentives, a share of target savings, Care Coordinator Fees and/or other allowed amounts. The Host Blue may pass these Provider payments to Anthem, which Anthem will pass directly on to Employer as either an amount included in the price of the Claim or an amount charged separately in addition to the Claim. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 24 When such amounts are included in the price of the Claim,the Claim may be billed using one of the following pricing methods,as determined by the Host Blue: (i) Actual Pricing: The charge to accounts for Value-Based Programs incentives/Shared Savings settlements is part of the Claim. These charges are passed to Employer via an enhanced Provider fee schedule. (ii) Supplemental Factor: The charge to accounts for Value-Based Programs incentives/Shared Savings settlements is a supplemental amount that is included in the Claim as an amount based on a specified supplemental factor(e.g., a small percentage increase in the Claim amount). The supplemental factor may be adjusted from time to time. This pricing method may be used only for non-attributed Value- Based Programs. When such amounts are billed separately from the price of the Claim, they may be billed using a Per Member Per Month billing for Value-Based Programs incentives/Shared Savings settlements to accounts outside of the Claim system. Anthem will pass these Host Blue charges directly through to Employer as a separately identified amount on the Employer billings. The amounts used to calculate either the supplemental factors for estimated pricing or PMPM billings are fixed amounts that are estimated to be necessary to finance the cost of a particular Value-Based Program. Because amounts are estimates, there may be positive or negative differences based on actual experience, and such differences will be accounted for in a variance account maintained by the Host Blue(in the same manner as described in the BlueCard Claim pricing section above) until the end of the applicable Value-Based Program payment and/or reconciliation measurement period. The amounts needed to fund a Value-Based Program may be changed before the end of the measurement period if it is determined that amounts being collected are projected to exceed the amount necessary to fund the program or if they are projected to be insufficient to fund the program. At the end of the Value-Based Program payment and/or reconciliation measurement period for these arrangements, Host Blues will take one of the following actions: • Use any surplus in funds in the variance account to fund Value-Based Program payments or reconciliation amounts in the next measurement period. • Address any deficit in funds in the variance account through an adjustment to the PMPM billing amount or the reconciliation billing amount for the next measurement period. The Host Blue will not receive compensation resulting from how estimated, average or PMPM price methods, described above,are calculated. If the Agreement terminates, Employer will not receive a refund or charge from the variance account. This is because any resulting surpluses or deficits would be eventually exhausted through prospective adjustment to the settlement billings in the case of Value-Based Programs. The measurement period for determining these surpluses or deficits may differ from the term of this Agreement. Variance account balances are small amounts relative to the overall paid Claims amounts and will be liquidated over time. The timeframe for their liquidation depends on variables, including,but not limited to,overall volume/number of Claims processed and variance account balance. Variance account balances may earn interest, and interest is earned at the federal funds or similar rate. Host Blues may retain interest earned on funds held in variance accounts. Note: Members will not bear any portion of the cost of Value-Based Programs except when a Host Blue uses either average pricing or actual pricing to pay Providers under Value-Based Programs. Care Coordinator Fees Host Blues may also bill Anthem for Care Coordinator Fees for Provider services which Anthem will pass on to Employer as follows: 1. PMPM billings;or 2. Individual Claim billings through applicable care coordination codes from the most current editions of either Current Procedural Terminology(CPT)published by the American Medical Association(AMA)or Healthcare Common Procedure Coding System (HCPCS) published by the U.S. Centers for Medicare and Medicaid Services(CMS). ASO Amendment Augusta-Richmond County dated January 1,2019 Page 25 Anthem and Employer will not impose Member cost-sharing for Care Coordinator Fees. Value-Based Programs under Negotiated Arrangements If Anthem has entered into a Negotiated Arrangement with a Host Blue to provide Value-Based Programs to Members, Anthem will follow the same procedures for Value-Based Programs administration and Care Coordination Fees as noted above. D. Non-Participating Providers Outside Anthem's Service Area 1. Allowed Amounts and Member Liability Calculation Unless otherwise described in the Benefits Booklet, when Covered Services are provided outside of Anthem's Service Area by Non-Participating Providers, Anthem may determine benefits and make payment based on pricing from either the Host Blue or the pricing arrangements required by applicable state or federal law. In these situations, the amount the Member pays for such services as deductible, copayment or coinsurance will be based on that allowed amount. Also, the Member may be responsible for the difference between the amount that the Non- Participating Provider bills and the payment Anthem will make for the covered services as set forth in this paragraph. 2. Exceptions In certain situations, which may occur at Employer's direction,Anthem may use other pricing methods, such as Billed Charges,the pricing Anthem would use if the healthcare services had been obtained within Anthem's Service Area,or a special negotiated price to determine the amount Anthem will pay for services provided by Non-Participating Providers. In these situations, the Member may be liable for the difference between the amount that the Non- Participating Provider bills and the payment Anthem makes for the Covered Services as set forth in this paragraph. E. Blue Cross Blue Shield Global Core General Information If Members are outside the United States (hereinafter, "BlueCard Service Area"), they may be able to take advantage of Blue Cross Blue Shield Global Core when accessing Covered Services. The Blue Cross Blue Shield Global Core is not served by a Host Blue. As such, when Members receive care from Providers outside the BlueCard Service Area, Members will typically have to pay the Providers and submit the Claims themselves to obtain reimbursement for these services. Inpatient Services In most cases, if Members contact the Blue Cross Blue Shield Global Core Service Center for assistance, hospitals will not require Members to pay for covered inpatient services,except for their cost-share amounts. In such cases,the hospital will submit Member Claims to the Blue Cross Blue Shield Global Core Service Center to initiate Claims processing.However,if the Member paid in full at the time of service,the Member must submit a Claim to obtain reimbursement for Covered Services. Members must contact Anthem to obtain precertification for non-emergency inpatient services. Outpatient Services Physicians, urgent care centers and other outpatient Providers located outside the BlueCard Service Area will typically require Members to pay in full at the time of service. Members must submit a Claim to obtain reimbursement for Covered Services. F. Return of Overpayments Recoveries of overpayments can arise in several ways, including,but not limited to, anti-fraud and abuse recoveries, audits,utilization review refunds and unsolicited refunds. Recoveries will be applied, in general,on either a Claim-by- Claim or prospective basis. If recovery amounts are passed on a Claim-by-Claim basis from a Host Blue to Anthem they will be credited to Employer. In some cases,the Host Blue will engage a third party to assist in identification or collection of overpayments. The fees of such a third party may be charged to Employer as a percentage of the recovery. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 26 Unless otherwise agreed to by the Host Blue, for retroactive cancellations of membership, Anthem will request the Host Blue to provide full refunds from Participating Providers for a period of only one year after the date of the Inter- Plan financial settlement process for the original Claim. For Care Coordinator Fees associated with Value-Based Programs,Anthem will request such refunds for a period of only up to ninety(90)days from the termination notice transaction on the payment innovations delivery platform. In some cases, recovery of Claim payments associated with a retroactive cancellation may not be possible if, as an example,the recovery(a) conflicts with the Host Blue's state law or healthcare Provider contracts, (b) would result from Shared Savings and/or Provider Incentive arrangements or(c)would jeopardize the Host Blue's relationship with its Participating Providers, notwithstanding to the contrary any other provision of this Agreement. G. Modifications or Changes to Inter-Plan Arrangement Fees or Compensation Modifications or changes to Inter-Plan Arrangement fees or compensation are generally made effective January 1 of the calendar year,but they may occur at any time during the year. In the case of any such modifications or changes resulting in an increase in fees paid by Employer, Anthem shall provide Employer with at least thirty (30) days' advance written notice of any modification or change to such Inter-Plan Arrangement fees or compensation describing the change and the effective date thereof and Employer right to terminate this Agreement without penalty by giving written notice of termination before the effective date of the change. If Employer fails to respond to the notice and does not terminate this Agreement during the notice period, Employer will be deemed to have approved the proposed changes,and Anthem will then allow such modifications to become part of this Agreement. H. Fees and Compensation Employer understands and agrees to reimburse Anthem for certain fees and compensation which Anthem is obligated under the applicable Inter-Plan Arrangements described in this Schedule to pay to the Host Blues,to BCBSA and/or to vendors of Inter-Plan Arrangement-related services. The specific Inter-Plan Arrangement fees and compensation, including any administrative and/or network access fee that a Host Blue may charge under the BlueCard Program, a Negotiated Arrangement, and Blue Cross Blue Shield Global Core are charged to Employer are set forth in Section 7 of Schedule A to the Agreement. The various Inter-Plan Program Fees and compensation may be revised from time to time as described in section G. A description of the various Claim processing fees that may be listed on Schedule A is as follows: Access Fee: The Access Fee is charged by the Host Blue to Anthem for making its applicable Provider network available to Members. The Access Fee will not apply to Non-Participating Provider Claims. The Access Fee is charged on a per Claim basis and is charged as a percentage of the discount/differential Anthem receives from the applicable Host Blue subject to a maximum of$2,000 per Claim. When charged, Anthem passes the Access Fee directly on to Employer. Instances may occur in which the Claim payment is zero or Anthem pays only a small amount because the amounts eligible for payment were applied to patient cost sharing (such as a deductible or coinsurance). In these instances, Anthem will pay the Host Blue's Access Fee and pass it along directly to Employer as stated above even though Employer paid little or had no Claim liability. Administrative Expense Allowance(AEA) Fee: The AEA Fee is a fixed per Claim dollar amount charged by the Host Blue to Anthem for administrative services the Host Blue provides in processing Claims for Employer's Members. The dollar amount is normally based on the type of Claim (e.g. institutional,professional, international, etc.)and can also be based on the size of group enrollment. When charged,Anthem passes the AEA Fee directly on to Employer. Per Subscriber Per Month(PSPM)Fee:The PSPM Fee is a financial arrangement negotiated between the Host Blue and Anthem and replaces all other fees, including the Access Fee and AEA Fee.The PSPM dollar amount is charged on a per Subscriber per month basis by the Host Blue to Anthem for administrative services the Host Blue provides in processing Claims for Employer's Members. The dollar amount can also be based on the size of group enrollment. When charged,Anthem passes the PSPM Fee directly on to Employer. Non-Standard AEA Fee: The Non-Standard AEA Fee is a financial arrangement negotiated between the Host Blue and Anthem and replaces all other fees, including the Access Fee and AEA Fee. The Non-Standard AEA is a fixed per Claim dollar amount charged by the Host Blue to Anthem for administrative services the Host Blue provides in processing Claims for Employer's Members. When charged,Anthem passes the Non-Standard AEA Fee directly on ASO Amendment Augusta-Richmond County dated January 1,2019 Page 27 to Employer. Central Financial Agency (CFA) Fee: The CFA Fee is a fixed dollar amount per payment notice and is paid by Anthem to the BCBSA . This fee applies each time Anthem receives an electronic payment notice from the CFA indicating that a Host Blue incurred Claim-related liability on Anthem's behalf and requesting that Anthem either approve or deny payment. When charged, Anthem passes the CFA Fee directly on to Employer. The CFA Fee supports ongoing operations of BCBSA programs and services, including but not limited to Blue Cross Blue Shield AXIS®Data Services,network solutions,and BlueCard Program-related applications. Inter-Plan Teleprocessing System (ITS)Transaction Fee: The ITS delivery platform allows all Blue Cross and/or Blue Shield Licensees to connect with each other through a standardized system to facilitate the operation of Inter- Plan Arrangements. The ITS Transaction Fee applies each time a Claims transaction interchange occurs between Anthem and a Host Blue. When a Host Blue receives.a Claim, it applies Provider pricing information, sets forth its discount and related savings and sends this information to Anthem electronically. Anthem then adjudicates the Claim, computes the approved Provider payment amount, calculates the AEA Fee and Access Fee, computes net liability and sends a response electronically to the Host Blue. The Host Blue then pays the Provider and issues an electronic payment notice to Anthem via the CFA. The ITS Transaction Fee is five cents per interchange and is paid to the BCBSA. For each Claim, there are a minimum of three interchanges, but there could be more depending on the complexity of the Claim. When charged,Anthem passes the ITS Transaction Fee directly on to Employer. IN WITNESS WHEREOF, BCBSGa has caused this Amendment to be executed by affixing the signatures of duly authorized officers. Blue Cross Blue Shield of Georgia, Inc. Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 28 GROUP HEALTH BUSINESS ASSOCIATE AGREEMENT SCHEDULE TO ADMINISTRATIVE SERVICES AGREEMENT WITH AUGUSTA-RICHMOND COUNTY("EMPLOYER") This Group Health Plan Business Associate Agreement Schedule supplements and amends the Administrative Services Agreement and is effective as of January 1, 2019. In the event of an inconsistency between the applicable provisions of this Schedule, any other Schedule and/or the Agreement, the terms of this Schedule shall govern, but only as they relate to the Group Health Plan Business Associate Agreement. Except as set forth herein, all other terms and conditions of the Agreement remain in full force and effect. This Business Associate Agreement("Agreement)is made among Blue Cross Blue Shield of Georgia,Inc.and Blue Cross Blue Shield Healthcare Plan of Georgia,Inc.("BCBSGa"). ("Business Associate"),and the Group Health Plan as defined in the Administrative Services Agreement("Plan"),and the Employer("Employer")named on the signature page of such Amendment. WITNESSETH AS FOLLOWS: WHEREAS, Employer has established and maintains a plan of health care benefits which is administered by the Employer or its designee as an employee welfare benefit plan under the Employee Retirement Income Security Act of 1974("ERISA"); WHEREAS, Employer has retained Business Associate to provide certain claims administrative services with respect to the Plan which are described and set forth in a separate Administrative Services Agreement among those parties ("ASO Agreement), as amended from time to time; WHEREAS,Employer is authorized to enter into this agreement on behalf of Plan; WHEREAS, the parties to this Agreement desire to establish the terms under which Business Associate may use or disclose Protected Health Information (or"PHI") such that the Plan may comply with applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the Privacy, Security, Breach Notification and Standard Transactions regulations found at 45 C.F.R. Parts 160-164 (collectively, the "HIPAA Regulations") along with any guidance and/or regulations issued by the U.S.Department of Health and Human Services. NOW, THEREFORE, in consideration of these premises and the mutual promises and agreements hereinafter set forth,the Plan,Employer and Business Associate hereby agree as follows: I. DEFINITION$ Unless otherwise defined in this Agreement, capitalized terms shall have the same meaning as used in the HIPAA Regulations. Such terms shall only have such meaning with respect to the information created or maintained in support of this Agreement and the parties ASO Agreement. A reference in this Agreement to any section of the HIPAA Regulations shall mean the section as in effect or as amended. ll. BUSINESS ASSOCIATE'S RESPONSIBILITIES A. Privacy of Protected Health Information 1. Confidentiality of Protected Health Information. Except as permitted or required by this Agreement, Business Associate will not use or disclose Protected Health Information without the authorization of the Individual who is the subject of such information or as Required by Law. 2. Prohibition on Non-Permitted Use or Disclosure. Business Associate will neither use nor disclose PHI except (1) as permitted or required by this Agreement, or any other agreement ASO Amendment Augusta-Richmond County dated January 1,2019 Page 29 between the parties, (2) as permitted in writing by the Plan or its Plan administrator, (3) as authorized by Individuals,or(4)as Required by Law. 3. Permitted Uses and Disclosures.Business Associate is permitted to use or disclose PHI as follows: a. Functions and Activities on Plan's Behalf. Business Associate will be permitted to use and disclose PHI(a)for the management,operation and administration of the Plan,(b) for the services set forth in the ASO Agreement,which include(but are not limited to) Treatment, Payment activities,and/or Health Care Operations as these terms are defined in this Agreement and 45 C.F.R.§164.501,and(c)as otherwise required to perform its obligations under this Agreement and the ASO Agreement,or any other agreement between the parties provided that such use or disclosure would not violate the HIPAA Regulations. 42 C.F.R.Part 2 Acknowledgement. The parties acknowledge that information subject to 42 C.F.R.Part 2("Part 2")may be used and disclosed for Plan's payment and health care operations under the terms of this Agreement and the ASO Agreement to the extent that Business Associate is a Contractor and Plan is a Third Party Payer as defined under Part 2. Business Associate shall:(i)comply with Part 2,(ii)implement appropriate safeguards to protect such information,(iii)report non-permitted uses or disclosures of such information in a manner consistent with this BAA,and(iv)refrain from re-disclosing such information unless permitted by law. b. Business Associate's Own Management and Administration Protected Health information Use.Business Associate may use PHI as necessary for Business Associate's proper management and administration or to carry out Business Associate's legal responsibilities. ii. Protected Health Information Disclosure.Business Associate may disclose PHI as necessary for Business Associate's proper management and administration or to carry out Business Associate's legal responsibilities only(i)if the disclosure is Required by Law,or(ii)if before the disclosure, Business Associate obtains from the entity to which the disclosure is to be made reasonable assurance,evidenced by written contract,that the entity will: (x)hold PHI in confidence, (y)use or further disclose PHI only for the purposes for which Business Associate disclosed it to the entity or as Required by Law;and(z)notify Business Associate of any instance of which the entity becomes aware in which the confidentiality of any PHI was breached. c. Miscellaneous Functions and Activities i• Protected Health Information Use. Business Associate may use PHI as necessary for Business Associate to perform Data Aggregation services, and to create De-identified PHI, Summary Health Information and/or Limited Data Sets. ii. Protected Health Information Disclosure.Business Associate may disclose,in conformance with the HIPAA Regulations, PHI to make Incidental disclosures and to make disclosures of De-identified PHI, Limited Data Sets,and Summary Health Information. Business Associate may also disclose,in conformance with the HIPAA Regulations, PHI to Health Care Providers for permitted purposes including health care operations. d. Minimum Necessary and Limited Data Set. Business Associate's use, disclosure or request of PHI shall utilize a Limited Data Set if practicable. Otherwise, Business Associate will make reasonable efforts to use, disclose, or request only the minimum necessary amount of PHI to accomplish the intended purpose. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 30 B. Disclosure to Plan and Employer(and their Subcontractors), Other than disclosures permitted by Section II.A.3 above, Business Associate will not disclose PHI to the Plan, its Plan administrator or Employer,or any business associate or subcontractor of such parties except as set forth in Section IX. C. Business Associate's Subcontractors and Agents. Business Associate will require its subcontractors and agents to provide reasonable assurance, evidenced by a written contract that includes obligations consistent with this Agreement with respect to PHI. D. Reporting Non-Permitted Use or Disclosure.Breaches and Security Incidents 1. Non-permitted Use or Disclosure. Business Associate will maintain a report of any use or disclosure of PHI not permitted by this Agreement of which Business Associate becomes aware and provide such report, periodically or upon request, to the Plan or its Plan administrator. Such report shall not include instances where Business Associate inadvertently misroutes PHI to a provider to the extent the disclosure is not a Breach as defined under 45 CFR§164.402. 2. Security Incidents. Business Associate will report any Breach or security incidents of which Business Associate becomes aware. A security incident is an attempted or successful unauthorized access,use,disclosure,modification or destruction of information or interference with system operations in an information system, and involves only Electronic PHI that is created, received maintained or transmitted by or on behalf of Business Associate. The parties acknowledge and agree that this Section constitutes notice by Business Associate to Plan of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below)for which no additional notice to Plan shall be required. "Unsuccessful Security Incidents" shall include, but not be limited to, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above,so long as no such incident results in unauthorized access,use or disclosure of PHI. 3. Breach, Business Associate will promptly, and without unreasonable delay, report to Plan any Breach of Unsecured PHI. Business Associate will cooperate with Plan in investigating the Breach and in meeting the Plan's obligations under applicable breach notification laws. In addition to providing notice to Plan of a Breach, Business Associate will provide any required notice to individuals and applicable regulators on behalf of Plan. E. Termination for Breach of Privacy Obligations,Without limiting the rights of the parties set forth in the ASO agreement,each party will have the right to terminate this Agreement and the ASO Agreement if the other has engaged in a pattern of activity or practice that constitutes a material breach or violation of their obligations regarding PHI under this Agreement. Prior to terminating this Agreement as set forth above,the terminating party shall provide the other with an opportunity to cure the material breach.If these efforts to cure the material breach are unsuccessful,as determined by the terminating party in its reasonable discretion,the parties shall terminate the ASO • Agreement and this Agreement,as soon as administratively feasible. If for any reason a party has determined the other has breached the terms of this Agreement and such breach has not been cured,but the non-breaching party determines that termination of the Agreement is not feasible,the party may report such breach to the U.S. Department of Health and Human Services. F. Disposition of PHI 1. Return or Destruction Upon ASO Agreement End.The parties agree that upon cancellation, termination, expiration or other conclusion of the ASO Agreement, destruction or return of all PHI, in whatever form or medium (including in any electronic medium under Business Associate's custody or control)is not feasible given the regulatory requirements to maintain and produce such information for extended periods of time after such termination. In addition, Business Associate is required to maintain such records to support its contractual obligations with its vendors and network providers and, as applicable, maintain Individual treatment records. Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those consistent with applicable business and legal obligations for so long as Business Associate, or its subcontractors or agents, maintains such PHI. Business Associate may destroy such PHI in accordance with applicable law and its record retention policy that it applies to similar records. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 31 2. Exception When Business Associate Becomes Plan's Health Insurance Issuer, If upon cancellation,termination,expiration or other conclusion of the ASO Agreement, Business Associate (or an affiliate of Business Associate) becomes the Plan's health insurance underwriter, then Business Associate shall transfer any PHI that Business Associate created or received for or from Plan to that part of Business Associate (or affiliate of Business Associate) responsible for health insurance functions. 3. Survival of Termination. The provisions of this Section II.F. shall survive cancellation, termination,expiration,or other conclusion of this Agreement and the ASO Agreement, III. ACCESS.AMENDMENT AND DISCLOSURE ACCOUNTING A. Access, 1. Business Associate will respond to an Individual's request for access to his or her PHI as part of Business Associate's normal customer service function, if the request is communicated to Business Associate directly by the Individual. Despite the fact that the request is not made to the Plan, Business Associate will respond to the request with respect to the PHI Business Associate and its subcontractors maintain in a manner and time frame consistent with 45 C.F.R. §164.524. 2. In addition, Business Associate will assist the Plan in responding to requests by Individuals that are made to the Plan to invoke a right of access under the HIPAA Regulations. Upon receipt of written notice (includes faxed and emailed notice) from the Plan, Business Associate will make available for inspection and obtaining copies by the Plan, or at the Plan's direction by the Individual (or the Individual's personal representative), any PHI about the Individual created or received for or from the Plan in Business Associate's custody or control, so that the Plan may meet its access obligations under 45 C.F.R.§164.524. B. Amendment 1. Business Associate will respond to an Individual's request to amend his or her PHI as part of Business Associate's normal customer service functions,if the request is communicated to Business Associate directly by the Individual. Despite the fact that the request is not made to the Plan, Business Associate will respond to the request with respect to the PHI Business Associate and its subcontractors maintain in a manner and time frame consistent with requirements specified in 45 C.F.R.§164.526. 2. In addition, Business Associate will assist the Plan in responding to requests by Individuals that are made to the Plan to invoke a right to amend under the HIPAA Regulations. Upon receipt of written notice (includes faxed and emailed notice) from the Plan, Business Associate will amend any portion of the PHI created or received for or from the Plan in Business Associate's custody or control,so that the Plan may meet its amendment obligations under 45 C.F.R.§164.526. C. Disclosure Accounting 1. Business Associate will respond to an Individual's request for an accounting of disclosures of his or her PHI as part of Business Associate's normal customer service function, if the request is communicated to the Business Associate directly by the Individual. Despite the fact that the request is not made to the Plan, Business Associate will respond to the request with respect to the PHI Business Associate and its subcontractors maintain in a manner and time frame consistent with requirements specified in 45 C.F.R.§ 164.528. 2. In addition, Business Associate will assist the Plan in responding to requests by Individuals that are made to the Plan to invoke a right to an accounting of disclosures under the HIPAA Regulations by performing the following functions so that the Plan may meet its disclosure accounting obligation under 45 C.F.R. §164.528: a. Disclosure Tracking].Business Associate will record each disclosure that Business Associate makes of PHI,which is not excepted from disclosure accounting under Section III.C.2.b. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 32 The information about each disclosure that Business Associate must record("Disclosure Information")is(a)the disclosure date,(b)the name and(if known)address of the person or entity to whom Business Associate made the disclosure,(c)a brief description of the PHI disclosed,and(d)a brief statement of the purpose of the disclosure or a copy of any written request for disclosure under 45 C.F.R.§164.502(a)(2)(ii)or§164.512. ii. For repetitive disclosures of PHI that Business Associate makes for a single purpose to the same person or entity(including to the Plan or Employer), Business Associate may record(a)the Disclosure information for the first of these repetitive disclosures, (b)the frequency,periodicity or number of these repetitive disclosures,and(c)the date of the last of these repetitive disclosures. b. Exceptions from Disclosure Tracking.Business Associate will not be required to record Disclosure information or otherwise account for disclosures of PHI(a)for Treatment,Payment or Health Care Operations, (b)to the Individual who is the subject of the PHI,to that Individual's personal representative, or to another person or entity authorized by the Individual(c)to persons involved in that Individual's health care or payment for health care as provided by 45 C.F.R. §164.510,(d)for notification for disaster relief purposes as provided by 45 C.F.R.§ 164.510,(e)for national security or intelligence purposes,(f)to law enforcement officials or correctional institutions regarding inmates,(g)that are incident to a use or disclosure that is permitted by this Agreement or the ASO Agreement, or(h)as part of a limited data set in accordance with 45 C.F.R.§ 164.514(e). c. Disclosure Tracking Time Periods. Business Associate will have available for the Plan the Disclosure information required by this Section III.C.2 for the six(6)years immediately preceding the date of the Plan's request for the Disclosure information. d. Provision of Disclosure Accounting.Upon receipt of written notice(includes faxed and emailed notice)from the Plan, Business Associate will make available to the Plan,or at the Plan's direction to the Individual,the Disclosure information regarding the Individual, so the Plan may meet its disclosure accounting obligations under 45 C.F.R.§164.528. D. Confidential Communications 1. Business Associate will respond to an Individual's request for a confidential communication as part of Business Associate's normal customer service function, if the request is communicated to Business Associate directly by the Individual. Despite the fact that the request is not made to the Plan, Business Associate will respond to the request with respect to the PHI Business Associate and its subcontractors maintain in a manner and time frame consistent with requirements specified in the HIPAA Regulations. If an Individual's request, made to Business Associate, extends beyond information held by Business Associate or Business Associate's subcontractors, Business Associate will inform the Individual to direct the request to the Plan, so that Plan may coordinate the request. Business Associate assumes no obligation to coordinate any request for a confidential communication of PHI maintained by other business associates of Plan. 2. In addition, Business Associate will assist the Plan in responding to requests by Individuals that are made to the Plan to invoke a right of confidential communication under the HIPAA Regulations. Upon receipt of written notice (includes faxed and emailed notice) from the Plan, Business Associate will begin to send all communications of PHI directed to the Individual to the identified alternate address so that the Plan may meet its access obligations under 45 C.F.R. § 164.522(b). E. Restrictions 1. Business Associate will respond to an Individual's request for a restriction as part of Business Associate's normal customer service function, if the request is communicated to Business Associate directly by the Individual. Despite the fact that the request is not made to the Plan, Business Associate will respond to the request with respect to the PHI Business Associate and its subcontractors maintain in a manner and time frame consistent with requirements specified in the HIPAA Regulations. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 33 2. In addition, Business Associate will promptly, upon receipt of notice from Plan, restrict the use or disclosure of PHI, provided the Business Associate has agreed to such a restriction. Plan and Employer understand that Business Associate administers a variety of different complex health benefit arrangements, both insured and self-insured, and that Business Associate has limited capacity to agree to special privacy restrictions requested by Individuals. Accordingly, Plan and Employer agree that it will not commit Business Associate to any restriction on the use or disclosure of PHI for Treatment, Payment or Health Care Operations without Business Associate's prior written approval. IV. SAFEGUARD OF PHI A. Business Associate will develop and maintain reasonable and appropriate administrative, technical and physical safeguards, as required by Social Security Act§ 1173(d) and 45 C.F.R. § 164.530(a)and (c)and as required by the HIPAA Regulations, to ensure and to protect against reasonably anticipated threats or hazards to the security or integrity of health information, to protect against reasonably anticipated unauthorized use or disclosure of health information, and to reasonably safeguard PHI from any intentional or unintentional use or disclosure in violation of this Agreement. B. Business Associate will also develop and use appropriate administrative,physical and technical safeguards to preserve the Availability of electronic PHI, in addition to preserving the integrity and confidentiality of such PHI. The"appropriate safeguards"Business Associate uses in furtherance of 45 C.F.R.§164.530(c),will also meet the requirements contemplated by 45 C.F.R. Parts 160, 162 and 164,as amended from time to time. V. COMPLIANCE WITH STANDARD TRANSACTIONS Business Associate will comply with each applicable requirement for Standard Transactions established in 45 C.F.R. Part 162 when conducting all or any part of a Standard Transaction electronically for,on behalf of, or with the Plan. VI. INSPECTION OF BOOKS AND RECORDS Business Associate will make its internal practices, books, and records relating to its use and disclosure of PHI created or received for or from the Plan available to the U.S.Department of Health and Human Services to determine Plan's compliance with the HIPAA Regulations or this Agreement. VII. MITIGATION FOR NON-PERMITTED USE OR DISCLOSURE Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. VIII. PLAN'S RESPONSIBILITIES A. Preparation of Plan's Notice of Privacy Practices. Plan shall be responsible for the preparation of its Notice of Privacy Practices("NPP"). To facilitate this preparation,upon Plan's or Employer's request, Business Associate will provide Plan with its NPP that Plan may use as the basis for its own NPP.Plan will be solely responsible for the review and approval of the content of its NPP,including whether its content accurately reflects Plan's privacy policies and practices,as well as its compliance with the requirements of 45 C.F.R.§164.520. Unless advance written approval is obtained from Business Associate,the Plan shall not create any NPP that imposes obligations on Business Associate that are in addition to or that are inconsistent with the NPP prepared by Business Associate or with the obligations assumed by Business Associate hereunder. B. Distribution of Notice of Privacy Practice. Plan shall bear full responsibility for distributing its own NPP as required by the HIPAA Regulations. C. Changes to PHI. Plan shall notify Business Associate of any change(s)in,or revocation of,permission by an Individual to use or disclose PHI,to the extent that such change(s)may affect Business Associate's use or disclosure of such PHI. D. Minimum Necessary and Part 2.Plan agrees to make commercially reasonable efforts to disclose only the minimum amount of PHI necessary,Including such PHI that may be regulated under Part 2. Plan,to the extent that it operates as a Third Party Payer under Part 2,shall notify Business Associate of any information it transmits directly or indirectly to Business Associate that is subject to Part 2. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 34 IX. DISCLOSURE OF PHI TO THE PLAN.EMPLOYER AND OTHER BUSINESS ASSOCIATES A. The following provisions apply to disclosures of PHI to the Plan,Employer and other business associates of the Plan. 1. Disclosure to Plan. Unless otherwise provided by this Section IX, all communications of PHI by Business Associate shall be directed to the Plan. 2. Disclosure to Employer.Business Associate may provide Summary Health Information regarding the Individuals in the Plan to Employer upon Employer's written request for the purpose either.(a)to obtain premium bids for providing health insurance coverage for the Plan,or(b)to modify,amend or terminate the Plan. Business Associate may provide information to Employer on whether an Individual is participating in the Plan or is enrolled in or has disenrolled from any insurance coverage offered by the Plan. 3. Disclosure to Other Business Associates and Subcontractors.Business Associate may disclose PHI to other entities or business associates of the Plan if the Plan authorizes Business Associate in writing to disclose PHI to such entity or business associate.The Plan shall be solely responsible for ensuring that any contractual relationships with these entities or business associates and subcontractors comply with the requirements of 45 C.F.R.§164.504(e)and §164.504(f). X. MISCELLANEOUS A. Anreement Term.This Agreement will continue in full force and effect for as long as the ASO Agreement remains in full force and effect. This Agreement will terminate upon the cancellation, termination,expiration or other conclusion of the ASO Agreement. B. Automatic Amendment to Conform to Applicable Laws Upon the effective date of any final regulation or amendment to final regulations with respect to PHI,Standard Transactions,the security of health information or other aspects of the Health Insurance Portability and Accountability Act of 1996 applicable to this Agreement or to the ASO Agreement,this Agreement will automatically amend such that the obligations imposed on the Plan,Employer,and Business Associate remain in compliance with such regulations,unless Business Associate elects to terminate the ASO Agreement by providing Employer notice of termination in accordance with the ASO Agreement at least thirty(30)days before the effective date of such final regulation or amendment to final regulations. C. Conflicts.The provisions of this Agreement will override and control any conflicting provision of the ASO Agreement. All other provisions of the ASO Agreement remain unchanged by this Agreement and in full force and effect.This Agreement shall replace and supersede any prior business associate agreements executed between the parties relating to the ASO Agreement. D. No Third Party Beneficiaries.The parties agree that there are no intended third party beneficiaries under this Agreement.This provision shall survive cancellation,termination,expiration,or other conclusion of this Agreement and the ASO Agreement. E. Interpretation.Any ambiguity in this Agreement or the ASO Agreement or in operation of the Plan shall be resolved to maintain compliance with the HIPAA Regulations. F. References.References herein to statutes and regulations shall be deemed to be references to those statutes and regulations as amended or recodified. ASO Amendment Augusta-Richmond County dated January 1,2019 Page 35 G. Acknowledgement. The parties acknowledge and agree that since the inception of ASO Agreement, which may precede this Agreement, Business Associate has acted and operated in accordance with the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (45 C.F.R. Parts 160-164,including Subpart E of45 CFR Part 164),any applicable state privacy laws, any applicable state security laws and the requirements of the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009 (the HITECH Act). Business Associate: Augusta, Georgia Name of Business Associate /\e 4 ' ' 4 Signature yii/iq Hardie Day' , r. Printed Name Mayor Title Date ATTEST: t ..., s.i,,masik14� e 1 a , in I; , C er o CommissiOn 0 " k` '>,,4�+ t i • d 9 $ a �i Q E w tj d I ASO Amendment Augusta-Richmond County dated January 1,2019 Page 36