HomeMy WebLinkAboutADMINISTRATIVE SERVICES AGREEMENT_ BLUE CROSS BLUE SHIELD ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement("Agreement") is entered into by and between Augusta-Richmond County
("Employer") and Blue Cross Blue Shield of Georgia, Inc. and Blue Cross Blue Shield Healthcare Plan of Georgia,
Inc.("BCBSGa")and is effective as of January 1,2014 upon the following terms and conditions:
1. Employer is the sponsor of a self funded Group Health Plan (as defined below) providing, among other
things,health care benefits to certain eligible employees and their qualified dependents.
2. Employer desires to retain BCBSGa as an independent contractor to administer certain elements of
Employer's Group Health Plan.
3. BCBSGa desires to administer certain elements of Employer's Group Health Plan pursuant to the terms of
this Agreement.
In consideration of the promises and the mutual covenants contained in this Agreement, BCBSGa and Employer
(the"Party"or"Parties"as appropriate)agree as follows:
ARTICLE 1 -DEFINITIONS
For purposes of this Agreement and any amendments, attachments or schedules to this Agreement, the following
words and terms have the following meanings unless the context or use dearly Indicates another meaning or intent
ADMINISTRATIVE SERVICES FEE. The amount payable to BCBSGa in consideration of Its administrative services
and operating expenses as indicated in Section 3 of Schedule A,excluding any cost for stop loss insurance coverage
or any other policy of insurance,if applicable. All additional charges not included in the Administrative Services Fee
are specified elsewhere in this Agreement.
AGREEMENT PERIOD. The period of time Indicated in Section 1 of Schedule A.
BCBSGA AFFILIATE. An entity controlling,under common control with or controlled by BCBSGa.
BENEFITS BOOKLET. A description of the portion of the health care benefits provided under the Plan that is
administered by BCBSGa.
BILLED CHARGES. The amount that appears on a Member's Claim form(or other written notification acceptable to
BCBSGa that Covered Services have been provided) as the Provider's charge for the services rendered to a
Member,without any adjustment or reduction and irrespective of any applicable reimbursement arrangement with the
Provider.
BLUE CROSS BLUE SHIELD ASSOCIATION ("BCBSA"). An association of independent Blue Cross and Blue
Shield companies.
CLAIM. Written or electronic notice of a request for reimbursement of any health care service or supply on a form
acceptable to BCBSGa.
CLAIMS RUNOUT SERVICES. Processing and payment of Claims that are incurred but unreported and/or unpaid
as of the date this Agreement terminates.
COVERED SERVICE. Any health care service or supply rendered to Members for which benefits are eligible for
reimbursement pursuant to the terms of the applicable Benefits Booklet.
GROUP HEALTH PLAN OR PLAN. An employee welfare benefit plan established by the Employer, in effect as of
the Effective Date,as described in the Plan Documents,as they may be amended from time to time.
INTERPLAN PROGRAMS. Blue Cross and Blue Shield Association programs, induding the BlueCard Program,
where BCBSGa can process certain Claims for Covered Services received by Members, which may indude
accessing the reimbursement arrangement of a Provider that has contracted with another Blue Cross and/or Blue
Shield plan.
INVOICE DUE DATE. The date on the invoice provided to Employer indicating when payment is due.
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MEMBER. The individuals,induding the Subscriber and his/her dependents,as defined in the Benefits Booklet,who
have satisfied the Plan eligibility requirements of Employer,applied for coverage,and been enrolled for Plan benefits.
NETWORK PROVIDER. A physician, health professional, hospital, pharmacy, or other individual, organization
and/or fealty that has entered into a contract,either directly or indirectly,with BCBSGa to provide Covered Services
to Members through negotiated reimbursement arrangements.
PAID CLAIM. The amount charged to Employer for Covered Services or services provided during the term of this
Agreement. Paid Claims may also include any applicable interest and any surcharges assessed by a state or
government agency. In addition,Paid Claims shall be determined as follows:
1. Provider and Vendor Claims. Except as otherwise provided In this Agreement, Paid Claims shall mean the
amount BCBSGa actually pays the Provider or Vendor(without regard to whether BCBSGa reimburses such
Provider or Vendor on a percentage of charges basis,a faced payment basis,a global fee basis,single case
rate, or other reimbursement methodology) or whether such amount is more or less than the Provider's or
Vendor's actual Billed Charges for a particular service or supply.
2. Prescription Drug Claims. If applicable to the Plan benefits as indicated in Schedule B, Paid Claims for
Prescription Drugs shall mean an amount that BCBSGa invoices Employer for Prescription Drugs dispensed
to Members by pharmacies. BCBSGa shall retain the difference, if any, between the amount invoiced to
Employer and the amount paid to the pharmacy benefit manager("PBM")for Prescription Drugs dispensed
to Members as a portion of BCBSGa's reasonable compensation for services under this Agreement.
3. Performance Payments. If a Provider or Vendor participates in any BCBSGa program in which performance
incentives, rewards or bonuses ("Performance Payments") are paid based on the achievement of certain
goals,outcomes or performance standards adopted by BCBSGa(collectively,"Performance Targets"), Pald
Claims shall also indude the amount of such Performance Payments. Such Performance Payments may be
charged to Employer on a per Claim, lump sum, per Subscriber, per Member,or a pro-rata apportionment
basis. The amount charged to Employer may be greater than the amount actually paid to any one particular
Provider or Vendor pursuant to the terms of the contract with such Provider or Vendor. BCBSGa shall retain
the difference, If any, between the amount invoiced to Employer and the amount paid to any Provider or
Vendor as a fee BCBSGa charges to oversee such programs. In no event shall the amount charged to
Employer be greater than its proportionate share of total Performance Payments.
4. Fees Paid to Manage Care or Costs. Paid Claims may also include fees paid to Providers or Vendors for
managing the care or cost of care for designated Members. In addition, Paid Claims may also include an
amount BCBSGa charges to oversee programs and such program charges, if any, shall be provided in
Section 4 of Schedule A.
5. Claims Payment Pursuant to any Judument. Settlement. Legal or Administrative Praceedinq. Paid Claims
shall include any Claim amount paid as the result of a settlement, judgment, or legal, regulatory or
administrative proceeding brought against the Plan and/or BCBSGa, or otherwise agreed to by BCBSGa,
with respect to the decisions made by BCBSGa regarding the coverage of or amounts paid for services
under the terms of the Plan. Paid Claims also includes any amount paid as a result of BCBSGa's billing
dispute resolution procedures with a Provider or Vendor. Any Claims paid pursuant to this provision will
count towards any stop loss accumulators under a stop loss agreement with BCBSGa.
B. Claims Payment Pursuant to inter-Plan Programs and Other BCBSA Programs. Paid Claims shall include
any amount paid for Covered Services that are processed through Inter-Plan Programs or for any amounts
paid for Covered Services provided through another BCBSA program(e.g.BCBSA Blue Distinction Centers
for Transplant).More information about Inter-Plan Programs Is found In Article 15 of this Agreement.
7. Claims Payment Pursuant to a Consumer Directed Health Plan Account. If applicable to Plan benefits and
as indicated on Schedule B of this Agreement, Paid Claims shall indude any amount actually paid by
BCBSGa from a consumer directed health plan account, such as a health reimbursement account or a
health incentive account.
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PLAN DOCUMENTS. The documents that set forth the terms of the Plan,and which include the Benefits Booklet
PRESCRIPTION DRUG. Insulin and those drugs and drug compounds that are included in the U.S.Pharmacopoeia
and that are required to be dispensed pursuant to a prescription or that are otherwise included on BCBSGa's
formulary(e.g.,certain over-the-counter drugs).
PROPRIETARY INFORMATION AND CONFIDENTIAL INFORMATION. Employer's Proprietary Information is
information about the systems, procedures,methodologies and practices used by Employer to run its operations and
the Plan and other non-public information about Employer. BCBSGa's Proprietary Information is non-public, trade
secret,commercially valuable,or competitively sensitive information,or other material and information relating to the
products,business,or activities of BCBSGa or an BCBSGa Affiliate,including but not limited to:(1)Information about
BCBSGa's Provider networks, Provider negotiated fees, Provider discounts, and Provider contract terms; (2)
Information about the systems,procedures,methodologies,and practices used by BCBSGa and BCBSGa Affiliates in
performing their services such as underwriting, Claims processing, Claims payment and health care management
activities;and(3)combinations of data elements that could enable information of this kind to be derived or calculated.
BCBSGa's Confidential Information Is information that BCBSGa or an BCBSGa Affiliate Is obligated by law or
contract to protect, including but not limited to: (1) Social Security numbers; (2) Provider tax identification numbers
(TINs); (3) National Provider Identification Numbers (NPIs); (4) Provider names, Provider addresses, and other
identifying information about Providers;and(5)drug enforcement administration(DEA)numbers,pharmacy numbers,
and other indentifying information about pharmacies.
PROVIDER. A duly licensed physician, health professional, hospital, pharmacy or other Individual, organization
and/or facility that provides health services or supplies within the scope of an applicable license and/or certification
and meets any other requirements set forth in the Benefits Booklet
SUBSCRIBER. An employee or retiree of Employer or other eligible person(other than a dependent)who is enrolled
in the Plan.
VENDOR. A person or entity other than a Provider,including an BCBSGa Affiliate,that provides services or supplies
pursuant to a contract with BCBSGa.
ARTICLE 2-ADMINISTRATIVE SERVICES PROVIDED BY BCBSGA
a. BCBSGa shall process the enrollment of eligible individuals and termination of Members as directed by the
Employer subject to the provisions of this Agreement. BCBSGa shall, with the assistance of Employer,
respond to direct routine inquiries made to It by employees and other persons concerning eligibility in the
Plan.
b. BCBSGa shall perform the following Claims administrative services:
1. Process Claims with a Claims Incurred Date indicated in Section 1 of Schedule A and provide
customer service at a level consistent with industry standards, including Investigating and
reviewing such Claims to determine what amount, If any, is due and payable according to the
terms and conditions of the Benefits Booklet and this Agreement BCBSGa shall perform
coordination of benefits ("COB") with other payors, Including Medicare. In processing Claims,
BCBSGa shall utilize BCBSGa's medical policies and medical policy exception process, its
definition of medical necessity, its precertification andlor preauthorization policies and applicable
Claim timely filing limits.
2. Disburse to the applicable individuals or entities(including Providers and Vendors)payments that
it determines to be due according to the provisions of the Benefits Booklet
3. Provide notice in writing when a Claim for benefits has been denied which notice shall set forth the
reasons for the denial and the right to a full and fair review of the denial under the terms of the
Benefits Booklet and shall otherwise satisfy applicable regulatory requirements governing the
notice of a denied Claim.
c. Employer delegates to BCBSGa fiduciary authority to determine claims for benefits under the Plan as well
as the authority to determine appeals of any adverse benefit determinations under the Plan. BCBSGa shah
administer complaints,appeals and requests for independent review according to BCBSGa's complaint and
appeals policy, and any applicable law or regulation, unless otherwise provided in the Benefits Booklet. In
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carrying out this authority, BCBSGa is delegated full discretion to determine eligibility for benefits under the
Plan and to interpret the terms of the Plan. BCBSGa shall be deemed to have properly exercised such
authority unless a Member proves that BCBSGa has abused its discretion or that its decision is arbitrary
and capricious. BCBSGa is a fiduciary of the Plan only to the extent necessary to perform its obligations
and duties as expressed in this Agreement and only to the extent that its performance of such actions
constitutes fiduciary action. BCBSGa shall not act as the administrator of the Plan nor shall it have any
fidudary responsibility in connection with any other element of the administration of the Plan. BCBSGa
shall charge Employer the fee described in Section 3.0 of Schedule A for any independent review
conducted pursuant to this provision.
d. BCBSGa shall have the authority, in its discretion, to institute from time to time, utilization management,
case management, disease management or wellness pilot initiatives in certain designated geographic
areas.These pilot initiatives are part of BCBSGa's ongoing effort to find innovative ways to make available
high quality and more affordable healthcare and will apply equally to Members of both insured and self-
funded plans. A pilot Initiative may affect some, but not all Members under the Plan. These programs will
not result in the payment of benefits which are not provided in the applicable Benefits Booklet, unless
otherwise agreed to by the Employer. BCBSGa reserves the right to discontinue a pilot initiative at any time
without advance notice to Employer.
e. BCBSGa shall perform recovery services as provided in Article 13.
f. BCBSGa shall issue identification cards to Subscribers and/or Members,as applicable,and the content and
design of the identification cards shall comply with BCBSA regulations.
g. BCBSGa shall provide certificates of creditable coverage as required by the Health Insurance Portability
and Accountability Act of 1996 ("HIPAA") with respect to Members' participation in the Plan. Employer
agrees to promptly provide BCBSGa with any information relating to a Subscriber's employment history as
may be necessary for BCBSGa to provide the certificates of creditable coverage.
h. BCBSGa shall provide Members and potential Members access to an online directory of Providers
contracted with BCBSGa ("Provider Directories"). Such Provider Directories shall also be available and
distributed in booklet format upon Member request Additionally, if applicable to Plan benefits, BCBSGa
shall ensure that Members and potential Members have access to the BlueCard directory of Providers via a
website sponsored by BCBSA.
BCBSGa reserves the right to make benefit payments to either Providers or Members at its discretion.
Employer agrees that the terms of the Plan will indude provisions for supporting such discretion in
determining the direction of payment including, but not limited to, a provision prohibiting Members from
assigning their rights to receive benefit payments,unless otherwise prohibited by applicable law.
j. If applicable to the Plan benefits and as indicated in Schedule B of this Agreement, BCBSGa may provide
or arrange for the provision of the following managed care services:
1. Conduct medical necessity review, utilization review,and a referral process,which may include,
but is not limited to: (a) preadmission review to evaluate and determine the medical necessity of
an admission or procedure and the appropriate level of care, and for an inpatient admission,to
authorize an initial length of stay; (b) concurrent review throughout the course of the inpatient
admission for authorization of additional days of care as warranted by the patients medical
condition; (c) retrospective review; and (d) authorizing a referral to a non-Network Provider.
BCBSGa shall have the authority to waive a requirement if, in BCBSGa's discretion, such
exception is in the best interest of the Member or the Plan,or is In furtherance of the provision of
cost effective services under this Agreement
2. Perform case management to identify short and long term treatment programs in cases of severe
or chronic illness or injury. BCBSGa may, but is not required to, customize benefits In limited
circumstances by approving otherwise non-Covered Services if,in the discretion of BCBSGa,such
exception is in the best interest of the Member and the Plan.
3. Provide access to a specialty network of Providers if the Plan indudes a specialty network.
BCBSGa reserves the right to establish specialty networks for certain specialty or referral care.
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4. Provide any other managed care services incident to or necessary for the performance of the
services set forth in this Article 2.
k. If applicable to the Plan benefits and as indicated in Schedule B of this Agreement, BCBSGa shall offer
wellness programs and other programs to help Employer effectively manage the cost of care,and Employer
shall pay fees for the programs selected by Employer only if such fees are indicated in Section 3(B) of
Schedule A.Employer shall abide by all applicable policies and procedures of the programs selected,which
may require Employer to provide requested information prior to BCBSGa Initiating the service.
On behalf of Employer, BCBSGa shall produce and maintain a master copy of the Benefits Booklet and
make changes and amendments to the master copy of the Benefits Booklet and incorporate any approved
changes or amendments pursuant to Article 18(a)of this Agreement. Employer shall determine, in its sole
discretion,whether BCBSGa has accurately produced the Benefits Booklet and has fully implemented the
approved changes or amendments. Until Employer has approved the Benefits Booklet, BCBSGa will
administer the quoted benefits according to BCBSGa's most similar standard Benefits Booklet language.
m. BCBSGa will provide Employer with Plan data and assistance necessary for preparation of the Plan's
Information returns and forms required by federal or state laws. BCBSGa shall prepare and mail all IRS
Form 1099's and any other similar form that is given to Providers or brokers.
n. BCBSGa shall administer unclaimed funds pursuant to unclaimed property or escheat laws and shall make
any required payment and file any required reports under such laws.
o. Unless otherwise agreed to by the Parties and specified in the Benefits Booklet, BCBSGa's standard
policies and procedures, as they may be amended from time-to-time, will be used in the provision of
services specified in this Agreement. In the event of any conflict between this Agreement and any of
BCBSGa's policies and procedures,this Agreement will govern.
p. If applicable to the Plan benefits as Indicated in Schedule B, BCBSGa shall provide conversion rights to
Members following termination of this Agreement,and Employer shall pay the fee indicated in Section 3(C)
of Schedule A.
q. Select state laws require Employers to finance health related initiatives through residency-based I[
assessments and/or surcharges added to certain Paid Claims. After Employer completes the applicable
forms, BCBSGa shall make all assessment and/or surcharge payments on behalf of Employer to the
appropriate pools administered by the respective states, based primarily upon BCBSGa's Paid Claims
information and Member information provided to BCBSGa by Employer. Examples of such assessments
and surcharges include, but are not limited to,the Massachusetts Health Safety Net Trust Fund, the New
York Health Care Reform Act and the Michigan Health Insurance Claims Assessment Act.
r. BCBSGa shall provide required notices describing Member's rights under the Women's Health and Cancer
Rights Act(WHCRA)upon a Member's enrollment and at least annually thereafter.
s. BCBSGa shall have the authority to build and maintain its Provider network. Nothing in this Agreement
shall be interpreted to require BCBSGa to maintain negotiated fees or reimbursement arrangements or
other relationships with certain Providers or Vendors. BCBSGa will be solely responsible for acting as a
liaison with Providers induding, but not limited to, responding to Provider inquiries, negotiating rates with
Providers or auditing Providers.
t. If a catastrophic event(whether weather-related,caused by a natural disaster,or caused by war,terrorism,
or similar event) occurs that affects Members in one or more locations, and such catastrophic event
prevents or interferes with BCBSGa's ability to conduct its normal business with respect to such Members
or prevents or interferes with Members'ability to access their benefits,BCBSGa shall have the right,without
first seeking consent from Employer, to take reasonabie and necessary steps to process Claims and
provide managed care services in a manner that may be inconsistent with the Benefits Booklet in order to
minimize the effect such catastrophic event has on Members. As soon as practicable after a catastrophic
event, BCBSGa shall report its actions to Employer. Employer shall reimburse BCBSGa for amounts paid
in good faith under the circumstances and such amounts shall constitute Paid Claims,even if the charges
Incurred were not for services otherwise covered under the Benefits Booklet.
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u. BCBSGa shall submit any claim that is required to be filed under any stop loss policy issued by BCBSGa or
an BCBSGa Affiliate. BCBSGa shall have no obligation to prepare or file any claim for excess risk or stop
loss coverage under a policy not issued by BCBSGa or an BCBSGa Affiliate. BCBSGa shall provide
Employer with Claims data pursuant to Article 11 of this Agreement if Employer chooses to file a claim
under a stop loss policy issued by an entity other than BCBSGa or an BCBSGa Affiliate. BCBSGa shall
assume no liability or responsibility to Employer for inconsistencies between the determination of Covered
Services under the Benefits Booklet and this Agreement and the determination of coverage by an
unaffiliated stop loss carrier.
v. If applicable to Plan benefits as indicated on Schedule B to this Agreement, BCBSGa shall assist Employer
in determining whether its Prescription Drug benefit constitutes"creditable prescription drug coverage"as
that term is used under the Medicare Part D laws(specifically,42 C.F.R.423.56). Unless otherwise agreed
to by the Parties, Employer shall be solely responsible for communicating with Members regarding
creditable prescription drug coverage matters.
w. If a Member Is a Massachusetts resident, BCBSGa shall mail the Member any notices required by the
Massachusetts Health Care Reform Act ("HCRA") reflecting coverage during the current and prior
Agreement Period. If a Member works in Massachusetts for Employer, but resides in another State,
BCBSGa will only provide such notices if Employer notifies BCBSGa at least 60 days prior to any notice
deadline imposed by HCRA that such Member requires the HCRA notices.
x. BCBSGa is the responsible reporting entity("RRE")for the Plan as that term is defined pursuant to Section
111 of the Medicare, Medicaid and SCHIP Extension Ad of 2007. In order to fulfill its RRE obligation,
BCBSGa requires information from the Employer, induding, but not limited to, Member Social Security
Numbers. Employer shall cooperate with BCBSGa and timely respond to any request for information made
by BCBSGa.
y. BCBSGa will provide Employer with Plan information and assistance necessary for the preparation of the
Plan's Summary of Benefits and Coverage ("SBC") related to the elements of the Plan that Anthem
administers. Employer is solely responsible for ensuring that the SBC accurately reflects the benefits
Employer will offer and for finalizing and distributing the SBC to Subscribers. Notwithstanding the
provisions in Article 18(a), if Employers open enrollment period is at a time other than 30 days prior to the
end of an Agreement Period, Employer agrees to provide BCBSGa with any changes to the benefits
BCBSGa administers at least 60 days prior to the start of the open enrollment period.
ARTICLE 3-OBLIGATIONS OF EMPLOYER
a. Employer shall furnish to BCBSGa initial eligibility information regarding Members. Employer is responsible
for determining efigibifty of individuals and advising BCBSGa in a timely manner,through a method agreed
upon by the Parties,as to which employees,dependents,and other individuals are to be enrolled Members.
BCBSGa reserves the right to limit the effective date of retroactive enrollment to a date not earlier than 60
days prior to the date notice is received. Such retroactive enrollments shall be subject to BCBSGa's receipt
of any applicable Administrative Services Fees as indicated in Section 3(A)of Schedule A. Employer shall
keep such records and furnish to BCBSGa such notification and other Information as may be required by
BCBSGa for the purpose of enrolling Members, processing terminations, effecting COBRA coverage
elections, effecting changes in single or family coverage status, effecting changes due to a Member
becoming eligible or ineligible for Medicare, effecting changes due to a leave of absence,or for any other
purpose reasonably related to the administration of eligibility under this Agreement Employer
acknowledges that prompt and complete furnishing of the required eligibility information is essential to the
timely,accurate,and efficient processing of Claims.
Employer shall notify BCBSGa monthly of the Subscribers,dependents, or other individuals that will be or
have become Ineligible for benefits under the Plan. Upon receipt of such notice, BCBSGa shall terminate
coverage effective as of the date specified in the Benefits Booklet. Employer shall give BCBSGa advance
notice, if possible,of any Members expected termination and/or retirement BCBSGa reserves the right to
limit retroactive terminations to a maximum of 60 days prior to the date notice is received. BCBSGa shall
credit Employer Administrative Services Fees for such retroactive terminations as indicated in Section 3(A)
of Schedule A.
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If BCBSGa has paid Claims for persons no longer eligible for reasons including, but not limited to,BCBSGa
having been provided inaccurate eligibility information, or BCBSGa having received notice of a retroactive
change to enrollment,then Employer shall reimburse BCBSGa for all unrecovered Paid Claim amounts to
the extent that the amounts have not already been paid by Employer.
b. Employer has the discretionary authority and control over the management of the Plan,and all discretionary
authority and responsibility for the administration of the Plan except as delegated to BCBSGa In Article 2(c)
of this Agreement. Employer retains all final authority and responsibility for the Plan and its operation and
BCBSGa is empowered to act on behalf of Employer in connection with the Plan only as expressly stated in
this Agreement or as otherwise agreed to by the Parties in writing.
c. It is understood and agreed that the provision of any notice, election form, or communication and the
collection of any applicable premium or fees required by or associated with Title X of the Consolidated
Omnibus Budget Reconciliation Act of 1985,as amended("COBRA"),or any other applicable law governing
continuation of health care coverage,shall be the sole responsibility of Employer and not BCBSGa,except
as otherwise agreed to in a written agreement between the Parties.
d. Employer is solely responsible for compliance with the Family and Medical Leave Act("FMLA")and,to the
extent applicable to Employers' wellness program(s), for compliance with the Americans with Disabilities
Act,the Internal Revenue Code,federal and state nondiscrimination laws,and other federal and state laws
and regulations governing wellness programs.
e. Employer agrees to and shall collect those contributions from Subscribers that are required by Employer for
participation In the Plan. If Employer elects BCBSGa's stop loss coverage, Employer shall abide by
BCBSGa's participation and contribution guidelines.
f. Unless otherwise agreed to by the Parties in writing, Employer shall prepare and distribute all notices or
summaries of changes or material modifications to the Plan. Employer shall ensure that if it creates any
documents that refer to benefits offered under the Plan,the documents will accurately reflect the terms of
the Benefits Booklet.
g. To the extent that Medicare,Medicaid,the Veterans Administration or any other federal or state agency or
entity asserts a reimbursement right against Employer,the Plan,or BCBSGa pursuant to that agency's or
entity's rights under applicable law with respect to Claims processed by BCBSGa under this Agreement,the
Employer shall be responsible for reimbursing BCBSGa any such amounts determined to be owed.
h. Employer shall gree notice to BCBSGa of the expected occurrence of any of the following events(including
a description of the event),with such notice to be given at least 30 days prior to the effective date of the
event,unless such advance notice is prohibited by law or contract in which case,notice will be provided as
soon as practicable:
1. Change of Empkoyet's name;or
2. My insolvency,receivership or inability of Employer to pay its debts as they become due.
The Employer shall have the sole responsibility, in accordance with state or federal law, to develop
procedures for determining whether a medical child support order is a "qualified" medical child support
order. The Employer shall provide notice to BCBSGa once it has made such determination.
j. The Employer may request BCBSGa,on an exception basis,to process and pay Claims that were denied
by BCBSGa or take other actions with respect to the Plan that are not spedflcally set forth in this
Agreement or the Benefits Booklet. In such cases, any payments shall not count toward the stop loss
accumulators under a stop loss agreement issued by BCBSGa, unless otherwise agreed to by BCBSGa.
BCBSGa may charge Employer a processing fee that has been mutually agreed to by the Parties prior to
the processing of the Claim. Employer authorization for the Claims exception request and processing fee
described in this Section must be in writing and signed by Employer's Director of Human Resources and
Administrator. BCBSGa shall not be responsible for any liability associated with any act or omission
undertaken at the direction of, or In accordance with, instructions received from the Employer under this
provision.
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ARTICLE 4-CLAIMS PAYMENT METHOD
a. Employer shall pay or fund Paid Claims according to the Claims payment method described in Section 4 of
Schedule A. Employer shall pay or fund such amounts by the Invoice Due Date. In addition,from time to
time, the Parties acknowledge that Employer may request a review of the appropriateness of a Claim
payment and,during the review period,Employer shall pay or fund such Claim.
b. The Parties acknowledge that, from time to time, a Claims adjustment may be necessary as a result of
coordination of benefits, subrogation,workers' compensation, other third party recoveries, payment errors
and the like, and that the adjustment will take the form of a debit (for an additional amount paid by
BCBSGa) or a credit (for an amount refunded to Employer). The Parties agree that such Claims
adjustment shall be treated as an adjustment to the Claims payment made in the billing period in which the
adjustment occurs, rather than as a retroactive adjustment to the Claim in the billing period in which it was
initially reported as paid. Any Claims credit may be reduced by a fee charged by Vendors as indicated in
Article 13 of this Agreement. In addition,a credit shall not be provided to Employer for a recovery related to
a Claim that was covered under stop toss coverage provided by BCBSGa.
ARTICLE 5-ADMINISTRATIVE SERVICES FEE
During the term of this Agreement, Employer shall pay BCBSGa the Administrative Services Fee, described in
Section 3 of Schedule A. Employer shall pay the Administrative Services Fee and other fees authorized under this
Agreement by the applicable Invoice Due Date according to the payment method described in Section 5 of Schedule
A.
ARTICLE 6-RENEWAL SCHEDULES
This Agreement shall automatically cease at the end of the Agreement period. The Parties may mutually agree to
renew this Agreement with the same or modified terms and conditions. if either Party intends to renew this
Agreement, said Party shall provide the other party with a 60 day advance notice of its intent to renew. Such
renewal must be In writing and signed by both Parties.
ARTICLE 7-CLAIMS RUNOUT SERVICES
a. Claims Runout Services shall be provided for the period of time provided In Section 8 of Schedule A(the
"Claims Runout Period"), except such Claims Runout services shall not be provided in the event that
termination Is due to non-payment pursuant to Article 19(a)of this Agreement. During the Claims Runout
Period,the terms of this Agreement shall continue to apply. BCBSGa shall have no obligation to process or
pay any Claims or forward Claims to Employer beyond the Claims Runout Period.Any amounts recovered
beyond the Claims Runout Period shall be retained by BCBSGa as reasonable compensation for services
under this Agreement. BCBSGa shall, however, return any recoveries for which BCBSGa had received
monies, but had not processed the recovery prior to the end of the Claims Runout Period. In addition,
Employer shall have no obligation to reimburse BCBSGa for any amounts paid by BCBSGa due to
adjustments to Claims after the end of the Claims Runout Period.
b. The Administrative Services Fee for the Claims Runout Period, if applicable, is provided in Section 6 of
Schedule A. Paid Claims and the AdmEis native Services Fee shall be invoiced and paid in the same
manner as provided in Sections 4 and 5 of Schedule A,unless otherwise provided or agreed to in writing by
the Parties.
ARTICLE 8-LATE PAYMENT PENALTY
If Employer fails to timely pay or fund any amount due to BCBSGa under this Agreement Employer agrees to 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.My acceptance by BCBSGa of late payments shall not be deemed a waiver of its rights to terminate this
Agreement for any future failure of Employer to make timely payments.
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ARTICLE 9-HIPAA
a. BCBSGa's duties and responsibilities in connection with the requirements imposed by the Health Insurance
Portability and Accountability Act ("HIPAA") and the privacy and security regulations promulgated
thereunder will be set forth in a separate business associate agreement between the Parties.
b. In the event the Plan submits Claims or eligibility inquiries or any other HIPAA covered transaction as
defined in 45 CFR Part 160 and 162 to BCBSGa through electronic means, the Plan and BCBSGa shall
comply with all applicable requirements of HIPAA and the Plan and BCBSGa shall require any of their
respective agents or subcontractors to comply with all applicable requirements of HIPAA.
ARTICLE 10-PROPRIETARY AND CONFIDENTIAL INFORMATION
a. Each Party retains ownership of its Proprietary Information and Confidential information (collectively
'Information")and neither conveys ownership rights in its Information nor acquires ownership rights in the
other Party's Information by entering into this Agreement or performing Its obligations hereunder. Nothing
in this Agreement shall impair or limit a Party's right to use and disclose its Information for Its own lawful
business purposes.
b. Each Party shall maintain the other Party's Information in strict confidence,and shall institute commercially
reasonable safeguards to protect it.
c Employer shall use and disclose BCBSGa's Information solely for the purpose of administering the Plan.
Employer shall not,without BCBSGa's advance written consent,(1)use or disclose BCBSGa's Information,
or reports or summaries thereof, for any purpose, other than administering the Plan; (2) combine
BCBSGa's Information with other data to create or add to an aggregate database that will or could be made
available to any third party; (3)combine BCBSGa's information provided for a particular purpose with any
other data received from BCBSGa's Information provided for another purpose; or, (4) sell or disclose
BCBSGa's Information to any other person or entity except as expressly permitted by this Article 10.
d. Employer may disclose the minimum amount of BCBSGa's Information necessary to Employer]'s stop loss
carriers,consultants,auditors and Plan Contractors,provided that (1)each such third party needs to know
such information in order to provide services to Employer;(2)the restrictions contained in Article 10(c)shall
apply to each such third party as well as to Employer;and(3)prior to such disclosure,each such third party
shall enter into a confidentiality agreement(or an appropriate amendment to an existing one,as applicable)
with BCBSGa with respect to the planned disclosure.
e. Upon termination of this Agreement, each Party shall return or destroy the other Party's Information or
retain the information in accordance with its reasonable record retention policies and procedures;provided;
however that each Party shall continue to comply with the provisions of this Article 10 for as long as it
retains the other Party's Information.
f. This Agreement shall not be construed to restrict the use or disclosure of information that: (1) is public
knowledge other than as a result of a breach of this Agreement (2)is independently developed by a Party
not in violation of this Agreement;(3)is made available to a Party by any person other than the other Party.
provided the source of such information is not subject to any confidentiality obligations with respect to it or,
(4) is required to be disclosed pursuant to law.order, regulation or judicial or administrative process, but
only to the extent of such required disclosures and after reasonable notice to the other Party.
ARTICLE 11 -DATA REPORTS
a. Upon Employer's request and only as permitted by the business associate agreement entered into between
the Parties, BCBSGa will provide BCBSGa's standard account reporting package. Prior to BCBSGa
providing data or reports to Employer,the Parties must mutually agree to the types, format, content and
purpose of the reports requested. If Employer requests from BCBSGa information that is not part of
BCBSGa's standard account reporting package, and such request is approved by BCBSGa, Employer
agrees to pay a mutually agreed upon charge to BCBSGa for such additional reports.
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b. If Employer requests BCBSGa to provide a data extract or report to any third party engaged by Employer(a
"Plan Contractor")for use on Employer's behalf and BCBSGa agrees to do so:()to the extent such extract
or report includes protected health information ("PHI") as defined in HIPAA, BCBSGa's disclosure of the
PHI and Plan Contractor's subsequent obligations with respect to the protection, use,and disclosure of the
PHI will be governed by Employer's applicable business associate agreements with BCBSGa and the Plan
Contractor, and (i) to the extent such data or report includes BCBSGa's Proprietary Information and/or
BCBSGa's Confidential information, Employer acknowledges and agrees that Plan Contractor shall be
subject to the restrictions set forth in Article 10 of this Agreement and shall enter into a confidentiality
agreement with BCBSGa (or amend an existing one, as applicable) prior to BCBSGa's release of the
extract or report.
c. Employer agrees not to contact, or to engage or permit a Plan Contractor to contact on Employer's behalf,
any Provider concerning the information in any reports or data extracts provided by BCBSGa unless the
contact is coordinated by BCBSGa.
d. In addition to their unlimited rights to use BCBSGa's Proprietary Information and Confidential Information,
BCBSGa and BCBSGa Affiliates shall also have the right to use and disclose other Claim-related data
collected in the performance of services under this Agreement or any other agreement between the Parties,
so long as: (1)the data is de-identified in a manner consistent with the requirements of HIPAA; or(2)the
data is used or disclosed for research,health oversight activities,or other purposes permitted by law;or(3)
a Member has consented to the release of his or her individually identifiable data. The data used or
disclosed shall be used for a variety of lawful purposes including, but not limited to, research, monitoring,
benchmarking and analysis of industry and health care trends. BCBSGa may receive remuneration for the
data only if permitted by HIPAA.
ARTICLE 12-CLAIMS AUDIT
a. At Employer's expense, Employer shall have the right to audit Claims on BCBSGa's premises, during
regular business hours and in accordance with BCBSGa's audit policy,which may be revised from time to
time. A copy of the audit policy shall be made available to Employer upon request
b. If Employer elects to utilize a third-party auditor to conduct an audit pursuant to this Agreement and
BCBSGa's audit policy,such auditor must be mutually acceptable to Employer and BCBSGa. BCBSGa will
only approve auditors that are independent and objective and will not approve auditors paid on a
contingency fee or other similar basis. BCBSGa reserves the right to charge a reasonable fee to Employer
for expenditure of time by BCBSGa's employees in completing any audit which exceeds 250 claims and/or
5 days In duration. An auditor or consultant must execute a confidentiality and indemnification agreement
with BCBSGa pertaining to BCBSGa's Proprietary and Confidential Information prior to conducting an audit
c. Employer may conduct an audit once each calendar year and the audit may only relate to Claims
processed during the current year or Immediately preceding calendar year(the'Audit Period")and neither
Employer nor anyone acting on Employer's or the Plan's behalf, shall have a right to audit Claims
processed prior to the Audit Period unless otherwise agreed to in writing by the Parties or required by local,
state, or federal law or court order. The scope of the audit shall be agreed to in writing by the Parties prior
to the commencement of the audit
d. Employer shall provide to BCBSGa copies of all drafts, interim and/or final audit reports at such time as
they are made available by the auditor or consultants to Employer. Any errors identified and/or amounts
identified as owed to Employer as the result of the audit shall be subject to BCBSGa's review and approval
prior to Initiating any recoveries of Paid Claims pursuant to Article 13 of this Agreement. BCBSGa reserves
the right to terminate any audit being performed by or for Employer if BCBSGa determines that the
confidentiality of its information is not properly being maintained or if BCBSGa determines that the
Employer or auditor is not following BCBSGa audit policy.
e. An audit performed pursuant to this Agreement shall be the final audit for the Audit Period and for any prior
Audit Period unless otherwise agreed to in writing by the Parties; however, Claims may be re-audited if
Employer is required to conduct the audit by a government agency with which It has a contractual
arrangement.
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ARTICLE 13-RECOVERY SERVICES
a. Pursuant to the provisions of this Article 13, BCBSGa shall pursue recoveries related to Paid Claims
processed under this Agreement, including during any Claims Runout Period. BCBSGa shall exercise
discretion to determine which recoveries It will pursue and, in no event will BCBSGa pursue a recovery if
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. BCBSGa will not be liable for any amounts it does not successfully
recover. If BCBSGa determines that there is a potential recovery opportunity, Employer grants BCBSGa
the authority and discretion to do the following: (1) determine and take steps reasonably necessary and
cost-effective to effect recovery;(2)select and retain outside counsel or other Vendors as appropriate; (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) negotiate and
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
b. During the term of this Agreement and any applicable Claims Runout period, BCBSGa 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"). BCBSGa may charge Employer a fixed percentage fee up to 25% of
gross subrogation recovery, or, if outside counsel is retained, 15% of net recovery after a deduction for
outside counsel fees for Subrogation Services ("Subrogation Fee"). Any subrogation recoveries shall be
net of the Subrogation Fee and shall be treated as an adjustment to the Claims payment In the billing period
in which the adjustment occurs as described in Article 4 of this Agreement. Subrogation Fees will not be
assessed on subrogation recoveries until they are received by BCBSGa and credited to Employer.
c. Notwithstanding any other provision of this Article 13, BCBSGa will periodically perform audits of Provider
and Vendor contracts and other Claims audits to determine If Claims were accurately paid. BCBSGa shall
have authority to enter into a settlement or compromise regarding these audits,including,but not limited to,
the right to reduce future reimbursement to Provider or Vendor in lieu of a lump sum settlement If
BCBSGa conducts an audit and makes a recovery as a result of such audit of Claims accuracy, then
BCBSGa shall provide Employer a credit, after a reduction of third party vendor fees or costs, If any.
BCBSGa shall credit Employer a proportionate share of the net recovery equal to the ratio of (1) total
Members'Paid Claims to such Provider or Vendor for the audit period,to(2)total payments made to such
Provider or Vendor for all of BCBSGa's business during the audit period. Notwithstanding the above,
BCBSGa shall retain any recoveries made from a Provider or Vendor resulting from any audits if the cost to
administer the refund is likely to exceed the total recovery from the Provider or Vendor.
d. BCBSGa 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 such recovery amounts. If BCBSGa does not
credit Employer within 150 days of its receipt of recovery amounts, BCBSGa shall pay Employer interest
calculated at the Federal Reserve Funds Rate in effect at the time of the payment BCBSGa may have
contracts with Network Providers or Vendors or there may be judgments, orders, settlements, applicable
laws or regulations that limit BCBSGa's right to make recoveries under certain circumstances. Employer
agrees that BCBSGa shall not be responsible for any such amounts that it is unable to recover from such
Providers or Vendors. Notwithstanding the provisions of this Article 13, BCBSGa 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. In no event, however, will BCBSGa be liable to credit Employer for any recovery
after the termination date of this Agreement and any Claims Runout Period, and the Employer
acknowledges and agrees that such sums shall be retained by BCBSGa as reasonable compensation for
recovery services provided by BCBSGa.
ARTICLE 14-PHARMACY BENEFITS AND SERVICES
a. If applicable to Plan benefits and as indicated in Schedule B of this Agreement, BCBSGa, through PBM,
shall provide the following Prescription Drug management services:
1. BCBSGa shall offer Employer access to a network of pharmades that have entered into
contractual arrangements with PBM under which such pharmacies agree to provide pharmacy
services to Members and accept negotiated fees for such services ("Network Pharmacies").
BCBSGa shall determine, In its sole discretion,which pharmacies shall be Network Pharmacies,
and the composition of Network Pharmacies may change from time to time.
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2. BCBSGa will furnish and maintain a drug formulary for use with the Plan, and BCBSGa shall
periodically review and update its formulary. The Employer shall adopt such formulary as part of
the design of the Plan. Unless mutually agreed to in writing by the Parties,upon termination of the
Agreement,the Employer shall cease adoption and use of BCBSGa's formulary as part of Its Plan.
The drug formulary will be made available to Members on BCBSGa's web site and upon request
may be provided to Employer in a mutually acceptable format for Employers distribution to
Members.
3. BCBSGa shall offer Employer a mail order pharmacy program, through which Members may
receive mail order prescription services. Additional fees for express mail, shipping or handling
may be charged to Members. BCBSGa shall also offer Employer a spedalty pharmacy program,
through which Members may receive specialty pharmacy prescription services. BCBSGa shall
provide all necessary information and forms to Members to obtain these services.
4. BCBSGa shall arrange for the processing of Prescription Drug Claims in accordance with the
Benefits Booklet.
b. PBM has negotiated programs with pharmaceutical manufacturers for rebates on certain Prescription Drugs
dispensed to Members and has arranged for payments of such rebates to be made directly to PBM("Drug
Rebate Programs"). PBM will pay BCBSGa a portion of the rebates it receives(such portion being referred
to in this Agreement as"Drug Rebates"). BCBSGa shall retain all Drug Rebates for Its own uses and as
reasonable compensation for its services; however, BCBSGa shall provide Employer with a reduced
Administrative Services Fee. The reduced Administrative Services Fee Is not intended to reflect estimated
rebates it receives from PBM.
c. BCBSGa may receive and retain administrative fees from PBM or directly from pharmaceutical
manufacturers. In addition, BCBSGa may receive and retain service fees from pharmaceutical
manufacturers for providing services(e.g.,Provider and Member education programs that promote clinically
appropriate and safe dispensing and use of Prescription Drugs). For purposes of this Agreement,
administrative fees and service fees received by BCBSGa or PBM shall not be considered Drug Rebates.
d. If Employer terminates the pharmacy benefits portion of its Plan with BCBSGa at any time,then BCBSGa
shall have the right to amend the Administrative Services Fee indicated in Section 3(A)of Schedule A.
ARTICLE 13-INTER-PLAN ARRANGEMENTS
(THE LANGUAGE IN THIS ARTICLE IS REQUIRED BY BCBSA.)
a. Out of Area Services. BCBSGa has a variety of relationships with other Blue Cross and/or Blue Shield
Licensees referred to generally as "Inter-Plan Programs." Claims for certain services may be processed
through one of these Inter-Plan Programs and presented to BCBSGa for payment in accordance with the
rules of the Inter-Plan Programs policies then in effect The Inter-Plan Programs available to Members
under this Agreement are described generally below.Typically,Members'Claims are processed through an
Inter-Plan Program when Members obtain care from health care Providers that have a contractual
agreement(i.e.,are"Network Providers")with a local Blue Cross and/or Blue Shield Licensee("Host Blue").
In some instances,Members may obtain care from non-Network Providers. BCBSGa's payment practices in
both instances are described below.
In the case of an HMO or EPO plan, BCBSGa covers only limited health care services received outside of
the service area. For the explanations below,references to Covered Services refer to emergency care and
urgent care obtained outside of the geographic area BCBSGa and/or the designated BCBSGa Affiliate
serve. Any other service of the HMO or EPO plan will not be covered when processed through any Inter-
Plan Program arrangement.
b. BlueCard®Program. Under the BlueCard®Program,when Members access Covered Services within the
geographic area served by a Host Blue, BCBSGa will remain responsible to Employer for fulfilling
BCBSGa's contractual obligations. However, in accordance with applicable Inter-Plan Programs policies
then in effect, the Host Blue will be responsible for providing such services as contracting and handling
substantially all interactions with its Network Providers. The financial terms of the BlueCard Program are
described generally below. Individual circumstances may arise that are not directly covered by this
description; however, in those instances, BCBSGa's action will be consistent with the spirit of this
description.
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1. Liability Calculation Method Per Claim. The calculation of the Member liability on Claims for
Covered Services processed through the BlueCard Program will be based on the lower of the
Network Provider's Billed Charges or the negotiated price made available to BCBSGa by the Host
Blue.
The calculation of Employer liability on Claims for Covered Services processed through the
BlueCard Program will be based on the negotiated price made available to BCBSGa by the Host
Blue. Sometimes, this negotiated price may be greater than Billed Charges if the Host Blue has
negotiated with its Network Provider(s)an indusive allowance(e.g.,per case or per day amount)
for specific health care services. Host Blues may use various methods to determine a negotiated
price, depending on the terms of each Host Blue's health care Provider contracts.The negotiated
price made available to BCBSGa by the Host Blue may represent a payment negotiated by a Host
Blue with a health care Provider that is one of the following:
I. an actual price. An actual price is a negotiated payment without any other increases or
decreases,or
II. an estimated price. An estimated price is a negotiated payment 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 representing the
aggregate payments negotiated by the Host Blue with all of its health care Providers or a
similar classification of its Providers and other Claim-and non-Claim-related transactions.Such
transactions may include the same ones as noted above for an estimated price.
Host Blues using either an estimated price or an average price may,In accordance with Inter-Plan
Programs policies, prospectively Increase or reduce such prices to correct for over- or
underestimation of past prices (I.e., prospective adjustments may mean that a current price
reflects additional amounts or credits for Claims already paid to Providers or anticipated to be paid
to or received from Providers). However,the amount paid by the Member and Employer is a final
price;no future price adjustment will result in increases or decreases to the pricing of past Claims.
The BlueCard Program requires that the price submitted by a Host Blue to BCBSGa is a final price
irrespective of any future adjustments based on the use of estimated or average pricing.If a Host
Blue uses either an estimated price or an average price on a Claim,it may also hold some portion
of the amount that Employer pays in a variance account, pending settlement with its Network
Providers.Because all amounts paid are final,neither variance account funds held to be paid,nor
the funds expected to be received,are due to or from Employer.Such payable or receivable would
be eventually exhausted by health care Provider settlements and/or through prospective
adjustment to the negotiated prices.Some Host Blues may resin Interest earned,if any,on funds
held in variance accounts.
A small number of states require Host Blues either (I) to use a basis for determining Member
liability for Covered Services that does not reflect the entire savings realized, or expected to be
realized, on a particular Claim, or(ii) to add a surcharge.Should the state in which health care
services are accessed mandate liability calculation methods that differ from the negotiated price
methodology or require a surcharge,BCBSGa would then calculate Member liability and Employer
liability In accordance with applicable law.
2. Return of Overpayments. Under the BlueCard Program, recoveries from a Host Blue or its
Network Providers can arise in several ways, including, but not limited to, antl-fraud and abuse
recoveries, health care Providerlhospital audits, credit balance audits, utilization review refunds,
and unsolldted refunds. In some cases, the Host Blue will engage a third party to assist in
identification or collection of recovery amounts. The fees of such a third party may be netted
against the recovery.Recovery amounts determined in this way will be applied in accordance with
applicable Inter-Plan Programs policies,which generally require correction on a Claim-by-Claim or
prospective basis.
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c. Negotiated National Account Arrangements. As an alternative to the BlueCard Program, Member Claims
for Covered Services may be processed through a negotiated National Account arrangement with a Host
Blue. For purposes of this Article,a"National Account"is an Employer that has membership in more than
one state.
If BCBSGa and Employer have agreed that (a) Host Blue(s) shall make available a custom health care
Provider network(s)in connection with this Agreement,then the terms and conditions set forth in BCBSGa's
negotiated National Account arrangement(s) with such Host Blue(s) shall apply. In negotiating such
arrangement(s),BCBSGa is not acting on behalf of or as an agent for Employer,the Plan or Members.
Employer agrees that BCBSGa will not have any responsibility in connection with the processing and
payment of Claims when Members access such network(s), except as may be set forth in the relevant
participation agreement.
Member Liability Calculation. Member liability calculation will be based on the lower of either Billed
Charges or negotiated price made available to BCBSGa by the Host Blue that allows Members access to
negotiated participation agreement networks of specified Network Providers outside of BCBSGa's service
area.
d. Non-Network Providers Outside BCBSGa's Service Area.
1. Member Liability Calculation.When Covered Services are provided outside of BCBSGa's service
area by non-Network Providers, the amount a Member pays for such services will generally be
based on either the Host Blue's non-Network Provider local payment or the pricing arrangements
required by applicable state law. In these situations, the Member may be responsible for the
difference between the amount that the Non-Network Provider bills and the payment BCBSGa will
make for the Covered Services as set forth in this paragraph.
2. Exceptions. In some exception cases, BCBSGa may pay Claims from non-Network Providers
outside of BCBSGa's service area based on the Provider's Billed Charges, such as in situations
where a Member did not have reasonable access to a Network Provider, as determined by
BCBSGa in BCBSGa's sole and absolute discretion or by applicable state law. In other exception
cases, BCBSGa may pay such a Claim based on the payment it would make if BCBSGa were
paying a non-Network Provider inside of BCBSGa's service area, as described elsewhere in this
Agreement, where the Host Blue's corresponding payment would be more than BCBSGa's in-
service area non-Network Provider payment,or in Its sole and absolute discretion, BCBSGa may
negotiate a payment with such a Provider on an exception basis. In any of these exception
situations, the Member may be responsible for the difference between the amount that the non-
Network Provider bills and the payment BCBSGa will make for the Covered Services as set forth
in this paragraph.
e. inter-Plan Program Fees and Compensation. Employer understands and agrees to reimburse BCBSGa for
certain fees and compensation which it is obligated under BlueCard or any other Inter-Plan Program,to pay
to the Host Blues,to the BCBSA, and/or to BlueCard or Inter-Plan Program vendors,as described below.
Fees and compensation under BlueCard and other Inter-Plan Programs may be revised In accordance with
the specific Program's standard procedures for revising such fees and compensation,which do not provide
for prior approval by any groups.Such revisions typically are made annually as a result of Program policy
changes and/or vendor negotiations. These revisions may occur at any time during the course of a given
calendar year,and they do not necessarily coincide with the Agreement Period. With respect to Negotiated
National Account Arrangements, the participation with the Host Blue may provide that BCBSGa must pay
an administrative and/or network access fee to the Host Blue. For this type of negotiated participation
arrangement, any such administrative and/or network access fee will not be greater than the comparable
fees that would be charged under the BlueCard Program. BCBSGa will charge these fees as described in
Section 7 of Schedule A.
ARTICLE.16-CLAIMS LITIGATION
a. BCBSGa shall defend against any legal action or proceeding brought against BCBSGa to recover a claim
for benefits under the Plan as administered by BCBSGa. If a demand for benefits under the Plan is
asserted, or litigation, investigation,or other proceedings are commenced against BCBSGa by a Member,
or by any other party on behalf of a Member, in connection with the Plan, BCBSGa shall provide notice to
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Employer as soon as practicable. BCBSGa will select and retain counsel. Except as otherwise provided in
Article 16(b), Employer will assume liability for payment of attorneys'fees and costs in connection with the
litigation, proceeding, or investigation. If Employer or Plan are also named in the legal action or
proceeding,Employer reserves the right to retain separate counsel for itself,in its sole discretion and at its
own expense, and separate counsel for the Plan. If during such litigation, investigation or proceedings
Employer and BCBSGa are both represented by the same counsel selected by BCBSGa and a conflict of
interest arises,the selected counsel shall continue to represent BCBSGa's interests. Employer shall waive
any conflict for such representation and retain its own counsel,or separate counsel for the Plan,at its own
expense. Each Party will provide the other with reasonable cooperation in the defense of any such matter.
BCBSGa is authorized to settle or compromise any claim to recover benefits under the Plan arising out of a
course of legal action with the approval of Employer,which approval shall not be unreasonably withheld.
b. Notwithstanding the above in this Article 16, if BCBSGa fails to perform its responsibility to review and
determine Claims for benefits under the Plan In a manner that is consistent with the standard of care in
Article 17 of this Agreement, BCBSGa will assume liability for payment of all fees, costs,judgments, or
other monies owed as a result of the litigation but for Plan benefits awarded or paid by settlement,judgment
or otherwise. However, BCBSGa is not an insurer of benefits under the Plan nor does it underwrite the risk
or otherwise assume any risk for the payment of benefits under the Plan. Under all circumstances,
Employer shall be liable to pay Plan benefits awarded or paid by settlement,judgment,or otherwise.
a In the event of any legal action or proceeding against the Employer or Plan pertaining to Covered Services
described in the Benefits Booklet,BCBSGa shall make available to Employer,the Plan,and their respective
counsel, such evidence that is not privileged or otherwise confidential and is relevant to such action or
proceeding.
ARTICLE 17-INDEMNIFICATION
Except for legal actions or proceedings seeking benefits under the Plan, which are governed by Article 16 of this
Agreement, BCBSGa and Employer shall each Indemnify, defend and hold harmless the other Party, and its
directors,officers,employees,agents and affiliates,from and against any and all losses,claims,damages,liabilities,
costs and expenses (including without limitation, reasonable attorneys' fees and costs) resulting from: (1) the
indemnifying Party's or its subcontractor's negligence or willful misconduct In the performance of the obligations
under this Agreement, and/or (2) the indemnifying Party's failure to provide information required under this
Agreement or otherwise required by law that results In a sanction or penalty being assessed against the other Party,
and/or(3) the indemnifying Party's or Its subcontractor's breach of fiduciary duties. "Negligence- as used in this
Article 17 means the indemnifying Party's failure to perform its obligations under this Agreement using the same skill
and care under the circumstances that a reasonably prudent Party acting in a like capacity would use in conducting
its business and providing services. The obligation to provide indemnification under this Agreement shall be
contingent upon the Party seeking indemnification:(i) providing the indemnifying Party with prompt written notice of
any claim for which indemnification is sought, (ii) allowing the indemnifying Party to control the defense and
settlement of such claim; provided, however,that the indemnifying Party agrees not to enter into any settlement or
compromise of any claim or action in a manner that admits fault or imposes any restrictions or obligations on an
indemnified Party without that indemnified Party's prior written consent, which will not be unreasonably withheld;
and,(iii)cooperating fully with the indemnifying Party in connection with such defense and settlement
ARTICLE 18-CHANGES IN BENEFITS BOOKLET AND AGREEMENT
a. Either Party reserves the right to propose changes to the provisions described in the Benefits Booklet by
giving written notice to the other Party not less than 90 days prior to the start of an Agreement Period and
such changes will be made to the Benefits Booklet as mutually agreed to in writing by the Parties. Either
Party may also propose changes to the Benefits Booklet at a time other than the start of an Agreement
Period and such changes will be made to the Benefits Booklet if mutually agreed to in writing by the Parties.
BCBSGa's incorporation of the requested changes into the Benefits Booklet shall constitute BCBSGa's
acceptance of the Employer's requested changes. If BCBSGa Initiates the proposed changes and does not
receive written notice from Employer prior to the effective date of the proposed changes that such changes
are unacceptable, the changes shall be deemed acceptable by Employer and BCBSGa shall incorporate
such changes into the Benefits Booklet.
b. If changes to the provisions of the Benefits Booklet are mandated as a result of a change to any applicable
state or federal law, BCBSGa shall have the right to make such changes to the Benefits Booklet to comply
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with the law and shall provide written notice to Employer at least 30 days prior to the effective date of the
change,unless the effective date specified in the law is earlier.
c. BCBSGa also reserves the right to change the Administrative Services Fee at a time other than the start of
an Agreement 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 to be provided by
BCBSGa;(2)a change in ownership as described in Article 3(h)of this Agreement;(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 Administrative Services Fee was last modified; (4) a change in
Employer contribution as described in Article 3(e)of this Agreement (5) a change in nature of Employer's
business resulting in a change in its designated Standard industrial Classification (*SiC") code; or (6) a
change in applicable law that results in an increase In the cost or amount of administrative services from
those currently being provided by BCBSGa under this Agreement. BCBSGa shall provide notice to
Employer of the change in the Administrative Services Fee at least 45 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
Agreement by giving written notice of termination to the other Party before the effective date of the change.
If Employer accepts the proposed rates,BCBSGa shall provide a revised Schedule A that will then become
part of this Agreement without the necessity of securing Employer's signature on the Schedule.
d. In the event any action of any department, branch or bureau of the federal, state or local government is
initiated or taken ("Action") against a Party to this Agreement and such Action materially and adversely
affects that Party's performance of the obligations under this Agreement,the affected Party shall notify the
other Party of the nature of the Action and provide copies of pertinent documents supporting the reason(s)
for the Action. If a modification to the Agreement is needed as a result of the Action,the Parties shall meet
within 30 days of the notice by the affected Party to the other Party and shall, in good faith, attempt to
negotiate a modification to this Agreement that minimizes or eliminates the impact of the Action. If the
Parties are unable to minimize or eliminate the impact of the Action,then either Party may terminate this
Agreement by giving at least 90 days notice of termination. This Agreement may be terminated sooner if
agreed to by the Parties or required by the government entity initiating or taking the Action.
e. No modification or change in
any provision of this Agreement, Including but not limited to, changes at
renewal, shall be effective unless and until approved in writing by an authorized representative of BCBSGa
and Employer and evidenced by an amendment or new Schedule attached to this Agreement
ARTICLE 19-TERMINATION AND/OR SUSPENSION OF PERFORMANCE
a. Notwithstancfing any other provision of this Article,this Agreement automatically terminates,without further
notice or action, if Employer fails to pay or fund any amount due under this Agreement within 7 days of the
date of BCBSGa's notice to the Employer of a delinquent amount owed. Such termination shall be effective
as of the last period for which full payment was made. In addition,this Agreement automatically terminates,
without further notice or action,at the end of each Agreement Period unless BCBSGa offers to renew this
Agreement and Employer accepts such offer of renewal pursuant to Article 6 of this Agreement. Upon
termination of this Agreement, Employer shall remain liable for all payments due to BCBSGa under the
terms of this Agreement. Notwithstanding the above, BCBSGa has the right to suspend performance of Its
obligations under this Agreement if full payment is not made by the Invoice Due Date. BCBSGa shall have
no obligation to pay any Claims under the Agreement until all required payments have been paid in full.
b. If either Party fails to comply with any material duties and obligations under this Agreement other than
payment of amounts due under this Agreement, the other Party shall have the right to: (1) terminate this
Agreement by giving the non-compliant Party at least 60 days prior written notice of termination;or(2)upon
written notice to the other Party, suspend performance of its obligations under this Agreement. Employer
acknowledges and agrees that in the event it is the non-compliant Party, BCBSGa shall have no liability to
any Member. Either Party, at its option, may allow the non-compliant Party to cure a breach of this
Agreement and, upon acceptance in writing by that Party that a breach is cured,this Agreement may be
reinstated retroactive to the date of the breach or suspension of performance. Notwithstanding any other
provision of this Agreement,a Party may seek injunctive or other equitable relief from a court of competent
jurisdiction should there be any unauthorized use or disclosure of Proprietary Information or Confidential
Information by the other Party.
c. If there shall occur any change in the condition(financial or otherwise)of Employer or an Employer Affiliate
that,in the reasonable opinion of BCBSGa,has a material adverse effect upon the validity,performance,or
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enforceability of this Agreement,on the financial condition or business operation of Employer(or Employer
Affiliate), or on the ability of Employer to fulfill its obligations under this Agreement, then BCBSGa shall
have the right to require Employer to provide adequate assurance of future performance,which may include
a payment of a cash deposit, letter of credit, or other method of assurance acceptable to BCBSGa.
Examples of such a change could include,but would not be limited to the actual,or BCBSGa's reasonable
anticipation of: (1) any voluntary or involuntary case or proceedings under bankruptcy law with respect to
Employer or an Employer Affiliate; (2) any receivership, liquidation, dissolution, reorganization or other
similar case or proceeding with respect to Employer or an Employer Affiliate; (3) any appointment of a
receiver,trustee,custodian, assignee,conservator or similar entity or official for Employer or an Employer
Affiliate; or (4) any assignment for the benefit of creditors or sale of all or substantially all of Employer's
assets or a key Employer Affiliate's assets.
Any deposit amount shall be paid to BCBSGa within 30 days of the request or in such shorter time as
agreed to by the Parties. The deposit amount shall not be paid with Plan assets,shalt not be funded in any
part by Member contributions, and shall not be paid from any segregated fund or from funds in which the
Plan or any Member has a beneficial Interest.The deposit amount shall be the property of BCBSGa, may
be held in BCBSGa's general account,may be subject to satisfy the claims of BCBSGa's general creditors,
and does not govern or limit the benefits available under the terms of the Plan. At the termination of this
Agreement and designated Claims Runout Period,if any,the deposit amount, net of any outstanding fees
or Claims amounts payable to BCBSGa, shall be returned to Employer. Any deposit amount returned to
Employer under this Article 19(c)shall not include interest. The deposit amount is the property of BCBSGa.
Neither Employer, the Plan, nor any Member shall have any beneficial or legal ownership interest in any
deposit amount paid pursuant to this Section.
If such further assurance is required by BCBSGa, BCBSGa may, at any time after the date of notice to
Employer of such requirement,suspend performance of its obligations under this Agreement until the date
of receipt by BCBSGa of such adequate assurance without being liable to the Employer,the Plan or any
Member for such suspension. If such adequate assurance Is not received within 30 days of the request,
BCBSGa may terminate this Agreement.
d. Subject to the provisions of Article 7 of this Agreement,if this Agreement terminates and BCBSGa makes
payment of any Claim that would otherwise have been payable under the terms of this Agreement after the
termination date, Employer shall be liable to reimburse BCBSGa for such Claim to the extent that the
amounts have not already been paid by Employer. Employer also agrees to cooperate fully with BCBSGa
in the coordination of pharmacy Claims with any successor pharmacy benefit manager.
e. The Employer may terminate this Agreement at any time other than at the end of an Agreement Period by
giving BCBSGa 90 days written notice of its intent to terminate. Notwithstanding the foregoing,in the event
that the contract award of Augusta, Georgia RFP Bid Item 12-182 is subject to a bid protest and a
determination is rendered by the Augusta,Georgia Commissioners pursuant to Augusta,GA Code Sec. 1-
10-91 or a judicial ruling is rendered voiding the Agreement or enjoining further performance under the
Agreement, Employer may terminate this agreement by giving thirty(30)days written notice to BCBSGa.
Upon such termination, Employer shall remit an amount equal to$79,735, and shall not be liable for any
other damages except for those payment obligations specifically set forth in this Agreement
f. In connection with the termination of this Agreement and upon Employer's request, BCBSGa shall provide
reports that are part of BCBSGa's standard account reporting package at no extra charge. However
BCBSGa shall have no obligation to provide the reports after the termination date of this Agreement If such
termination is due to non-payment pursuant to Article 19(a)of this Agreement. Upon Employer's request,
BCBSGa shall also provide data extract files to Employer for an additional fee mutually agreed to by the
Parties. In no event shall BCBSGa be obligated to produce more than two sets of reports following the
termination date of this Agreement
ARTICLE 20-LIMITATION ON ACTIONS AND GOVERNING LAW
a. No action by either Party alleging a breach of this Agreement may be commenced after the expiration of 3
years from the date on which the claim arose.
b. The law of the State of Georgia shall govern the Agreement between Employer and BCBSGa with regard
to its interpretation and performance,and any other claims related to this agreement.
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All claims,disputes and other matters in question between Employer and BCBSGa arising out of or relating
to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County,
Georgia. The BCBSGa, by executing this Agreement, specifically consents to jurisdiction and venue in
Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of
Richmond County,Georgia.
ARTICLE 21-NO WAIVER
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.
ARTICLE 22-ASSIGNMENT AND SUBCONTRACTING
a. Unless it has first obtained the written consent of an officer of the other Party,neither Party may assign this
Agreement 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(i)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 Agreement,the other Party may terminate this Agreement by providing the
assigning Party with 30 days advance written notice of termination. Any assignee of rights or benefits
under this Agreement shall be subject to all of the terms and provisions of this Agreement
b. Either Party may subcontract any of its duties under this Agreement without the prior written consent of
other Party; however, the Party subcontracting the services shall remain responsible for fulfilling its
obligations under this Agreement.
ARTICLE 23-NOTICES
a. Any notice or demand pursuant to Articles 19 and 22 of this Agreement shall be deemed sufficient when
made in writing as follows:to Employer,by first dass mail, personal delivery,or electronic mad or overnight
delivery with confirmation capability,to its Administrator;to BCBSGa,by first class mail, personal delivery,
electronic mail or overnight delivery with confirmation capability, to the designated BCBSGa sales
representative.
b. 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.
c. Employer shall be obligated to provide all notices to Members as may be necessary to effectuate any
change in or termination of the Agreement.
ARTICLE 24-ADMINISTRATION
a. The Employer,on behalf of itself and its Members, hereby expressly acknowledges its understanding that
this Agreement constitutes a contract solely between the Employer and BCBSGa, that BCBSGa is an
independent corporation operating under a license with BCBSA permitting BCBSGa to use the Blue Cross
and Blue Shield Service Marks in Georgia and that BCBSGa is not contracting as the agent of BCBSA.
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The Employer further acknowledges and agrees that it has not entered into this Agreement 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 the Employer created
under this Agreement. This paragraph shall not create any additional obligations whatsoever on the part of
BCBSGa other than those obligations created under other provisions of this Agreement.
b. BCBSGa is providing administrative services only with respect to the portion of the Plan described in the
Benefits Booklet. BCBSGa has only the authority granted it pursuant to this Agreement BCBSGa is not
the insurer or underwriter of any portion of the Plan. BCBSGa has no responsibility or liability for funding
benefits provided by the Plan, notwithstanding any advances that might be made by BCBSGa. Employer
retains the ultimate responsibility and liability for all benefits and expenses incident to the Plan, including
but not limited to,any applicable taxes that might be imposed relating to the Plan.
c. This provision has been intentionally deleted in its entirety.
d. Employer shall ensure that sufficient amounts are available to cover Claims payments, the monthly
Administrative Services Fee,and other fees or charges.
ARTICLE 25-ENTIRE AGREEMENT
a. The following documents will constitute the entire Agreement between the Parties: this Agreement,
including any amendments and Schedules thereto,and the Benefits Booklet
b. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be
deemed an original,but all of which together shall constitute one and the same instrument.
c. This Agreement 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 Agreement
d. If any provision of this Agreement 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 Agreement and the
balance of this Agreement shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.
ARTICLE 26-DISPUTE RESOLUTION
This Article has been intentionally deleted in its entirety.
ARTICLE 27-MISCELLANEOUS
a. Employer and BCBSGa are separate legal entities. BCBSGa is strictly an Independent contractor. Nothing
contained In this Agreement shall cause either Party to be deemed a partner, member, agent or
representative of the other Party,nor shall either Party have the expressed or implied right or authority to
assume or create any obligation on behalf of or in the name of the other Party through its actions,
omissions or representations.
b. Except as may be explicitly set forth in this Agreement, nothing herein shall be construed as an implied
license by a Party to use the other Party's name,trademarks,domain names,or other intellectual property.
Neither Party shall use the name, trademarks, domain names, or any other name or mark of the other
Party in any press release,printed form,advertising or promotional materials or otherwise,without the prior
written consent of the other Party. In addition, Employer has no license to use the Blue Cross and/or Blue
Shield trademarks or derivative marks (the "Brands") and nothing in the Agreement shall be deemed to
grant a license to Employer to use the Brands.Any references to the Brands made by Employer in its own
materials am subject to prior review and approval by BCBSGa.
c. Nothing contained herein shall cause either Party to be deemed an agent for service of legal process for the
other Party.
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d. BCBSGa may pay Performance Payments to Providers or Vendors as described in the definition of Paid
Claim in this Agreement. BCBSGa may perform a periodic settlement or reconciliation based on the
Provider's or Vendor's performance and experience against established Performance Targets that would:
(1) require the Provider or Vendor to repay a portion of a Performance Payment previously paid by
BCBSGa;or(2)require BCBSGa to make additional payments. Employer acknowledges and agrees that it
has no responsibility for additional payments to Providers or Vendors nor any right in any discounts or
excess money refunded or paid to BCBSGa from Providers or Vendors pursuant to such
settlement/reoondliation arrangements,and neither it nor the Plan has any legal right or beneficial interest
in such sums retained by BCBSGa. Similarly, if Providers or Vendors do not achieve established
Performance Targets, BCBSGa is not obligated to refund any amounts previously charged Employer. In
turn, if under any such settlement/reconciliation BCBSGa is required to pay Providers or Vendors excess
compensation for Member management performance, risk-sharing rewards, or other performance
incentives,it shall not seek payment from the Employer or the Plan, and neither the Employer nor the Plan
shall have any liability in connection with such amounts. Such Providers or Vendors may include BCBSGa
Affiliates. in calculating any Member co-Insurance amounts In accordance with the Benefit Booklet,
BCBSGa does not take Into account these settlement/recondliation arrangements. •
e. The Parties acknowledge that BCBSGa,in making decisions regarding the scope of coverage of services,
under the Benefits Booklet, is not engaged in the practice of medicine. Providers are not restricted in
exercising their independent medical judgment by contract or otherwise and do not act on behalf of,or as
agents for,BCBSGa or the Plan.
f. In addition to any other provision providing for survival upon termination of this Agreement, the Parties'
rights and obligations under Articles 10, 11, 12, 13, 18, 17, 19,24,25(a),25(c)and 27(d)shall survive the
termination of this Agreement for any reason.
g. Each Party shall comply with all laws and regulations applicable to their respective duties and obligations
assumed to under this Agreement.
h. BCBSGa and Employer agree to the performance standards set forth In Schedule C.
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by affixing the signatures of duly
authorized officers.
Augusta-Richmond County Blue Cross Blue S of Georgia,Inc.
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Title: ii D;� � • +'Title: 4.(/(•
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Enterprise Administraih+e Services Agreement 20
Augusta-Richmond County 01/14/2015 clean version
SCHEDULE A
TO
ADMINISTRATIVE SERVICES AGREEMENT
WITH
AUGUSTA-RICHMOND COUNTY
This Schedule A shall govern the Agreement Period from January 1,2014 through December 31,2016. 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 1,2014 to the end of the day of December 31,
2016.
Paid Claims shall be processed pursuant to the terms of this Agreement when incurred and paid as follows:
Plan Year 2014:
Incurred from January 1,2014 through December 31,2014 and
Paid from January 1,2014 through December 31,2014.
Plan Year 2015:
Incurred from January 1,2013 through December 31,2015 and
Paid from January 1,2015 through December 31,2015.
Plan Year 2016:
Incurred from January 1,2013 through December 31,2016 and
Paid from January 1,2016 through December 31,2016.
PBCBSGa
eriod. shaft provide any offer to renew this Agreement at least 90 days prior to the end of an Agreement
Section 2. Broker or Consultant Base Compensation
Not Applicable
Section 3. Fees
A Administrative Services Fee
•
2014 Administrative Services Fee(Medical HMO Plan):
Composite $18.50 per Subscriber per month (BCBSGa retains 2.5%of provider savings)
COBRA Fee: $0.70 per Subscriber per month(Included in Composite Fee above)
2015 Administrative Services Fee(Medical POS Plan):
Composite $18.50 per Subscriber per month+3%escalator=$19.06 per Subscriber per month.
(BCBSGa retains 2.5%of provider savings)
COBRA Fee: $0.70 per Subscriber per month(included in Composite Fee above)
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2016 Administrative Services Fee(Medical PPO Plan)_
Composite $19.06 per Subscriber per month+3%escalator=$19.63 per Subscriber per month.
(BCBSGa retains 2.5%of provider savings)
COBRA Fee: $0.70 per Subscriber per month(included in Composite Fee above)
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 maodmum of 60 days.
B. Optional Program Fees
Not Applicable
C. Other Fees or Credits
Communication/Wellness Credit BCBSGa shall provide an annual communications/wellness credit of
$100,000.00,to be applied to custom communication services or wellness initiatives 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 annual credit
is available in 2014,2015 and 2016. This credit should be used In the year in which it is made available;
unused credit balances will not accumulate to the next calendar year.
Fee for Independent Claims Review $550.00 per independent review
Section 4. Paid Claims.Billing Cycle and Payment Method
A. Paid Claims
Paid Claims also include the following amounts:
NCN When BCBSGa,in its discretion,forwards a non-Network Provider Claim to NCN to negotiate with the
non-Network Provider,Employer will pay a fee equal to 40%of the difference between the non-Network
Provider's Billed Charges and the amount BCBSGa uses to calculate Plan liability for the Covered Services
(the"Plan Liability Amount"). In the case of hospital or facility Provider Claims in non-BCBSGa or non-
BCBSGa Affiliate states,if negotiations are successful,the Plan Liability Amount will be based on the
negotiated rate. If negotiations are not successful,the Plan Liability Amount shall be determined using
NCN's Data iSight tool if Data'Sight pricing Is lower than Host Blue pricing. If Data iSight pricing is not lower
than Host Blue pricing,the Plan Liability Amount will be determined based on Host Blue pricing and there
will be no fee charged. In the case of professional Provider Claims in all states,and/or hospital or facility
Provider Claims in BCBSGa states or BCBSGa Affiliate states,if negotiations am successful the Plan
Liability Amount will be based upon NCN's negotiated rate. If negotiations are not successful,there will be
no fee charged as the Plan Liability Amount will be determined based on Host Blue pricing. These Claims
may not be Included in Performance Guarantee calculations.
B. $illina Cycle
Weeldy
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 provided however,that Employer shall have at least five(5)business days between notice of
Paid Claims and the Invoice Due Date.
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C. Payment Method
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 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 provided however,that Employer shall have at least five(5)business days between notice of
Paid Claims and the Invoice Due Date.
B. Payment Method
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 then the next
business 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
B. Claims Runout Administrative Services Fees
Claims Runout Administrative Services Fee will be equal to 9%of Claims processed and paid by BCBSGa
or through the Inter-Plan Programs.
Section 7. Other Amendments. The Administrative Services Agreement is otherwise amended as
follows:
BlueCard Program.Other Inter-Plan Programs and Non-Network Provider Fees
As described In Article 15,certain fees and compensation may be charged each time a Claim is processed
through the BlueCard Program,other Inter-Plan Programs,including Negotiated National Account
ements,and
Arrang non-participating Provider Claims. The extent to which they are()included in the
Administrative Services Fee;or(ii)included in Paid Claims or separately billed to Employer is as follows:
Included in Administrative Services Fee:
BlueCard Program toll-free number fee
BlueCard Program PPO health care provider directory fee
Included in Paid Claims or separately billed to Employer.
Access fee,which is a percentage of the discount/differential BCBSGa receives from the Host Blue,based
on the current rate in accordance with the BlueCard Program's standard procedures for establishing the
access fee rate.The access fee will not exceed$2,000 for any Claim.
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Administrative expense allowance fee("AEA")
Negotiated National Account Arrangement administrative and/or network access fee.It may be based on
either a per Claim,per Subscriber per month or per Member per month basis.
Central Financial Agency fee
ITS transaction fee
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.
Blue Cross Blue S ' of Georgia,Inc.
By:
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Date: Inc/?o/S`
Blue Cross Blue Shield Healthcare Plan of Georgia,Inc.
By:
Title: /C, 00
Date: VAI 2 c!>IS
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SCHEDULE B
TO
ADMINISTRATIVE SERVICES AGREEMENT
WITH
AUGUSTA-RICHMOND COUNTY
This Schedule B shall govern the Agreement Period from January 1,2014 through December 31,2014. 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.
SERVICES INCLUDED IN THE ADMINISTRATION FEE IN SECTION 3A OF SCHEDULE A
Management Services
•BCBSGa standard Benefits and administration,unless otherwise noted below
-BCBSGa definitions and exduslons
-BCBSGa complaint and appeals process
-Claims incurred and paid as provided in Schedule A
-Accumulation toward plan maximums beginning at zero on effective date
-BCBSGa Claim forms
-Standard ID card(including marling)
-Standard Explanation of Benefits
•Acceptance of electronic submission of eligibility information in HIPAA-compliant format
•Preparation of Benefits Booklet(accessible via internet)
•Account reporting-standard data reports
•Plan Design consultation
•Assistance at annual enrolment meetings
•Assistance at wellness events
•Actuarial services In developing COBRA rates
•Employer eServices
-Add and delete Members
-Download administrative forms
-View Member Benefits and request ID cards
-View eligibility
-View Claim status and detail
Claims and Customer Services
•Claims processing services
•Coordination,of Benefits
•Recovery Services
*Medicare crossover processing
•Complaint and appeals processing
- One mandatory level of appeal,one voluntary level of appeal
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•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
Prescriotion Benefit Services
•Mail Order pharmacy
•Specialty Pharmacy Services
• Prescription eSenrices
-Pharmacy locator
-Online formulary
•Point of sale claims processing
• Mall order claims processing
• Mail order call center with toll free number
• Mail order regular shipping and handling
• Standard management reports
• Ad hoc reports(subject to additional programming charge if required)
• Concurrent Drug Utilization Review(OUR)programs
• Retrospective DURs
• Administrative override(Le,vacation,lost,stolen or spilled medications)
• Clinical review
• Pharmacy help desk with toll free number
▪ Pharmacy audits(desk and onsite;routine,in depth or focused)
Health Care Mananement and 360 Health Services
•Health Care Management
-Referrals
-Utilization management
-Case management
-BCBSGa Medical Policy
• SpecialOffers
•HealthCare Advisor
• Care Comparison(where available)
A,.
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• Transplant services-Blues Distinction
• Healthy Solutions Newsletter(available online)
• MyHealth(Member Portal)
-Electronic Health Risk Assessment
-Personal Health Record
-Online Communities
-Member Alerts
•360"Health Services(HMO/POS/PPO Plans)
•ConditionCare
-Asthma
-Pulmonary disease
-Congestive heart failure
-Coronary artery disease
-Diabetes
•ComplexCare
•Future Moms
•24/7 Nurse!ine
•My Health Advantage
-Gold Level
•National Imaging Management Program
Standard Radiology Utilization&Quality Management Program
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
•Cost Management/Quality improvement program
-Credentialing
-Hospital audit program
-BCBSGa standard Claims bundling edits
• Anthem-corn Provider directory(including printing as agreed to by the parties)
Enterprise Administrative Services Agreement 27
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OPTIONAL PROGRAMS
Not Applicable
Blue Cross Blue Shield of Georgia,Inc.
By: 46—
Title:
14/P
Date: t/,rf2.21s.
Blue Cross Blue Shield Healthcare Plan of Georgia,inc
BY: if.— '5-4
Me: _A//
Date:
Enterprise Administrative Services Agreement 28
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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 1,2014 through December
31,2014(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
shat control.
General Conditions
A. If the Parties do not have an executed Agreement,BCBSGa shall have no obligation to make payment
under these Performance Guarantees.
B. Unless otherwise specified in the Attachments to this Schedule C,the measurement of the Performance
Guarantee shag be based on: (1)the performance of any service team,business unit,or measurement
group assigned by BCBSGa;and(2)data that is maintained and stored by BCBSGa or Its Vendors.
C. 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.
D. BCBSGa reserves the right to make changes to any of the Performance Guarantees provided in the
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.
E. For the purposes of calculating compliance with the Performance Guarantees,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,induding but not limited to any act of God,civil
riot,foods,fire,ads of terrorists,ads of war terrorism or,power outage,such delayed or non-performed
service will not count towards the measurement of the applicable Performance Guarantee.
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 by no later than the Settlement Periods provided in the Attachments.
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
Enterprise Administrative Services Agreement 29
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3
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
required by BCBSGa in the Attachments. BCBSGa shall not be obligated to make payment under a
Performance Guarantee if Employer fails to meet any of its obligations provided in the Attachments
related to such Performance Guarantee.
Maximum Amount Payable Under the Performance Guarantees*
Notwithstanding any other provision contained in this Schedule or the Attachments to this Schedule,the maximum
amount BCBSGa shall be obligated to pay to Employer is equal to the sum of.
20%of the medical Administrative Services Fee for the Agreement Period. The medical Administrative Service Fee
is defined as:
$18.50 Per Subscriber Per Month charge for HMO/PPO/POS Plans
multiplied by the actual enrollment during the Agreement Period.
'The Maximum Amount Payable provisions above do not apply to Pharmacy related Performance Guarantees
Blue Cross Blue Sh d of Georgia,Inc: .
By: .L��
Title: V n .-^�
Date: 1//4126
Blue Cross Blue Shield Healthcare Plan of Georgia,Inc.
By:
Title: vP
Date: ll/ri2e2/
Enterprise Administrative Services Agreement 30
Augusta-Richmond County 01/14/2015 clean version
ATTACHMENT 1 TO SCHEDULE C
OF THE
ADMINISTRATIVE SERVICES AGREEMENT
WITH
Augusta-Richmond County
Operations Guarantees*
Performance Measure Year 1 Ongoing
Claims Timeliness-(14 Calendar Days) 5% 5%
-Claims Financial Accuracy 5% 5%
Claims Accuracy 2% 2%
Average Speed to Answer 2% 2%
First Call Resolution 2% 2%
Management Reports 2% 2%
Account Management Satisfaction 2% 2%
Total Amount At Risk—Operations 20% 20%
Assumptions:
a [*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,Call Abandonment Rate,and First Call Resolution]
o All measures with the exception of[Implementation, ID cards, Eligibility,Management Reports,Member
Satisfaction,and Account Management Satisfaction]will be based the results of a designated service
team/business unit assigned to Augusta-Richmond County[Implementation,ID cards,Eligibility,
Management Reports and Account Management Satisfaction]will be based on Augusta-Richmond
County specific results.Member Satisfaction measures will be based on the results of Blue Cross and
Blue Shield of Georgia's book of business.
Clews Year 1: A minimum of 90%of Non-investigated ®Quarterly,
Theme 5.0%of medical Claims el be processed timely. Result Penalty
(14 Calendar ASO fee Non-Irnestigated Rains are defined as 90.0%or Greater Nona
D) medical Claims that process through the
system wehout the need to obtain additional 88.096 to 89.9.% 25%
Ongoing. information from eider the Provider, 86.0%to 87.9% 50%
5.0%of Subsatrer or other edema'sources. 85.0%to 85.9% 75%
ASO fee Processed Timely is defined as Non- Less than 85.096 100%
investigated medical Clams that have been
finalized within 14 calendar days of receipt.
This Guarantee wit be calculated based on
the number of Non-investigated Claims that
Processed Timely dMded by the total
number of Non-Investigated Claims.The
calculation of this Guarantee does not
Include Claim adjustments The calculation of
this Guarantee also excludes any quarter
Claims for an Employer that requests
changes to Plan benefits,until all such
changes have been implemented.
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Clams Financial Year 1: A minimum of 99%ci medical Claim dolars 100%of Amount at Risk ®Quarterly,
Accuracy 5.0%of will be processed accurately.
ASO fee This Guarantee coil be calculated based on
the total dolor amount of audited medical 1111
Claims paid correctly divided by the total
Qflgamg. dole*amount of audited medical Paid
5.0%of Claims.The calculation of this Guarantee
ASO fee does not irncbde Claim ac ustments. The
calculation of this Guarantee also excludes in
any quarter Clakns for an Employer that
requests changes to Plan benefits,anti all
such changes have been implemented.
Claims Accuracy Year 1: A minimum of 97%of medical Claims wil be 100%of Amount at Risk ®Quarterly,
2.0%of paid or denied correctly.
ASO fee This Guarantee will be calculated based on
the number of audited medical Claims paid
and denied cone*divided by the total
Clog= number of audited medical Claims paid and
2.0%of denied. The calculation of this Guarantee
ASO fee excludes in any quarter Claims for an
Employer that requests changes to Plan
benefits,ural al such changes have been
Average Speed Year 1: The average speed to answer(ASA)will be 100%of Amount at Risk ®Quarterly,
to Answer 2.0%of [30]seconds or less.
ASO fee ASA is defined as the average number of '
seconds members wok and/or are in the
telephone system before receivkrg a
Off: response from a customer care
2.0%ci representative(CCR)or an interactive voice
MO fee response unit(IVR)This Guarantee wit be
calculated based on the total number of cals
received in the customer service telephone
system.
First Cali Year 1: A minimum of 85%of member calls will be 100%of Amount at Risk ' Quarterly,
Resolution 2.0%of resolved during the initial contact with no
ASO fee further follow up regdred-
Fist Cal Resolution is defined as member
callers receiving a response to their inquiry
°rIg°k1W during an initial contact with no*udherfolovw
2.0%of up required. This Guarantee will be
MO be calculated based on the total number of
members who receive a First Cal Resolution
divided by the total number of calls received
into the customer service telephone system.
Management Year 1: Standard automated reports will be made Result Penalty Quarterly
Reports 2.0%of available to Employer by no later than 21 Rept are late 1 None
ASO fee calendar days following the end of the month. month
The reports coli include*uncial,utilization Reports are late 2 25%
and di nical information. months
This will be measured wilt Employer sped% Reports are late 3 100%
2.0%of data. or more monthsASO lee
Enterprise Administrative Services Agreement 32
Augusta-Richmond County 01114/2015 clean version
Account Year 1: A minimum average score of 3 will be Result Penalty Annual
Management 20%of attained on the Account Management 3.0 or higher None
Satisfaction ASO fee Satisfaction Survey(AMSS)' 2.5 to 2.9 25%
A minimum of 3 responses per Employer to 2.0 to 2.5 50%
the AMSS Is required to base the score on
Ongong: Employer-specific responses only.If 3 Less than 2.0 100%
20%of responses ars received from the Employer,
ASO fee an average score is calculated by adding the
scores from each respondent divided by the
total number of Employer respondents.If
fewer than 3 responses aro received,the
score VA be calculated as follows:
2 Employer responses:2/3 of the score vril
be based on Employer-specicAMSS results
and 1/3 of the score wll be based on the
aggregate score of all AMSS results received
by the Account Management Town.
1 Employer-response:l/3 of the score wll
be based on Employer-spedtic AMSS
results and 213 of the score wtl be based on
the aggregate score of al AMSS results
received by the Account Management Team.
0 Employer responses:The score will be
based on the aggregate score of al AMSS
results received by the Account Management
Team.
Enterprise Administrative Services Agreement 33
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ATTACHMENT 2 TO SCHEDULE C
OF THE
ADMINISTRATIVE SERVICES AGREEMENT
WITH
Augusta-Richmond County
Blue Cross Blue Shield's(BCBSGA)in-network composite discount level for Augusta Richmond is
63%.
BCBSGA is pleased to extend the following POS in-network discount guarantee to Augusta Richmond:
Discount off Eligible In-
Network Char!es Percent of Fees at Risk
60.9%- 62.9% 2.5%
58.8%-60.8% 5.0%
56.7%-58.7% 7.5%
Less than 567% 10.0%
Administration of Guarantee
The maximum penalty placed at risk by BCBSGA is equal to 10.0%of the medical base administrative fee of
$18.50 per employee per month(PEPM).
The discount guarantee applies to clads incurred from January 1,2014 through December 31,2014 and paid
from January 1,2014 through December 31,2014. The claims used in the above analysis will only be based
on eligible in-network claims and will exdude claims not covered in the discount analyses(e.g., Medicare,
pharmacy,ITS access fees and state surcharges). Any claims at Children's Healthcare facilities,claims
incurred outside of the United States and in Puerto Rico,as well as any individual member claims above
$150,000 will be excluded.
The definition of in-network discount percentage is 1 minus(in-network allowed charges divided by in-
network eligible charges).
Caveats and Assumptions
The geographic distribution of employee charges is a critical assumption for this guarantee. The current
percentage of Augusta Richmond discount target will be re-calculated(using the same program used to
calculate this guarantee)if either of the following changes occurs: 1)more than 5%change in enrollment in
North Carolina,'South Carolina,and Texas;or 2)Any other states has an enrollment growth of more than 10
enrollees.
The current charges by state used to set the guarantee shown above will be shared between parties to be
compared against actual employee charges by state during the claims period.
The guarantee is void if the policy is canceled off-anniversary.
This guarantee assumes a minimum average enrollment of 1,973 contracts.
This guarantee assumes that BCBSGA will be the sole carrier for to Augusta Richmond
This guarantee assumes an effective date of January 1,2014.
Enterprise Administrative Services Agreement 34
Augusta-Richmond County 0111412015 dean version
EXHIBIT 1 TO ADMINISTRATIVE SERVICES AGREEMENT
WITH
AUGUSTA-RICHMOND COUNTY
Additional provisions to the Administrative Services Agreement required by Augusta Code:
1. Temporary suspension or delay of performance of contract
Unless otherwise provided,either Party may,by giving no less than fifteen days written notice to the other Party,
suspend the performance of any or all of the Services to be performed under this Agreement.
2. Defective pricing.
To the extent that the pricing provided by BCBSGa is erroneous and defective,the parties may, by agreement,
correct pricing errors to reflect the intent of the parties.
3. Specified excuses for delay or non-Performance.
BCBSGa shall not be liable for default of delay in the performance of its obligations caused by hurricanes,
tornadoes,floods, and other severe and unexpected acts of nature. In any such event,the contract price and
schedule shall be equitably adjusted and agreed upon in writing by the Parties.
4. Prohibition against contingent fees
BCBSGa warrants that no person or selling agency has been employed or retained to solicit or secure this
Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies maintained by BCBSGa
for the purpose of securing business and that BCBSGa has not received any non-Employer fee related to this
Agreement without the prior written consent of the Employer. For breach or violation of this warranty, the
Employer shall have the right to deduct from the Agreement Price of consideration the fuN amount of such
commission,percentage,brokerage or contingent fee.
5. Insurance Reaulrements
BCBSGA shall provide,at all times that this Agreement is in effect,Insurance with limits of not less than:
a. Workmen's Compensation insurance—In accordance with the laws of the State of Georgia.
b. Professional Liability Insurance—in an amount of not less than One Million 01,000,000)Dollars or an
amount that correlates to the aggregate fee on the project should it exceed$1,000,000.
6. Georgia Prompt Pav Act not applicable.
The Parties adcnowledge that the applicability of the Georgia Prompt Payment Act to self-funded plans and third
party administrators is the subject of ongoing litigation and the Parties agree to comply with any valid,legally-
binding court order regarding this Issue.
7. Modification
BCBSGa acknowledges that this contract and any changes to it by amendment,modification,change order or
other similar document may have required or may require the legislative authorization of the Board of
Commissioners and approval of the Mayor.Under Georgia law,BCBSGa is deemed to possess knowledge
concerning Augusta,Georgia's ability to assume contractual obligations and the consequences of BCBSGa's
Enterprise Administrative Services Agreement 35
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provision of goods or services to Augusta,Georgia under an unauthorized contract,amendment,modification,
change order or other similar document,including the possibility that the BCBSGa may be preluded from
recovering payment for such unauthorized goods or services.Accordingly,BCBSGa agrees that If it provides
goods or services to Augusta,Georgia under a contract that has not received proper legislative authorization or if
the BCBSGa provides goods or services to Augusta,Georgia in excess of the any contractually authorized
goods or services,as required by Augusta,Georgia's Charter and Code,Augusta,Georgia may withhold
payment for any unauthorized goods or services provided by BCBSGa.BCBSGa assumes all risk of non-
payment for the provision of any unauthorized goods or services to Augusta,Georgia,and it waives all claims to
payment or to other remedies for the provision of any unauthorized goods or services to Augusta,Georgia,
however characterized,including,without limitation,all remedies at law or equity."This acknowledgement shall
be a mandatory provision In all Augusta,Georgia contracts for goods and services,except revenue producing
contracts
Notwithstanding, the foregoing provision shall not bar BCBSGa from reimbursement for services performed
pursuant to an amendment, modification, change order, or similar document as described hereinabove if
Augusta. Georgia initiated the request for services and failed to obtain legislative authority for the payment of
such services prior to the execution of the amendment, modification,change order,or similar document by both
Parties.
8. Right to inspect oremises,
Augusta,Georgia may,at reasonable times,and with prior reasonable notice,Inspect the part of the plant place
of business,or work site of BCBSGa or any subcontractors of BCBSGa or subunit thereof which is pertinent to
the performance of any contract awarded or to be awarded by Augusta,Georgia.
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