Administrative Services Agreement - Wellmark Blue Cross Blue Shield of IowaCopyrighted
October 2, 2017
City of Dubuque Consent Items # 7.
ITEM TITLE: Administrative Services Agreement - Wellmark BCBS of
Iowa
SUMMARY: City Manager approval of an agreement with Wellmark Blue
Cross and Blue Shield of Iowa for medical plan and stop
loss insurance coverage effective July 1, 2017 through
June 30, 2019, and City Council authorization for the City
Manager to sign the agreement.
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve
ATTACHMENTS:
Description Type
Wellmark Administrative Services Agreement -MVM City Manager Memo
Memo
Staff Memo Staff Memo
Administrative Services Agreement Supporting Documentation
THE CITY OF
Dui
Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
bell
All -America City
'1Il1'
2007 • 2012 • 2013 • 2017
SUBJECT: Administrative Services Agreement Between the City of Dubuque and
Wellmark Blue Cross and Blue Shield of Iowa
DATE: September 25, 2017
Personnel Manager Randy Peck recommends City Council approval of an agreement
with Wellmark Blue Cross and Blue Shield of Iowa for medical plan and stop loss
insurance coverage effective July 1, 2017 through June 30, 2019, and City Council
authorization for the City Manager to sign the agreement.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Randy Peck, Personnel Manager
Masterpiece on the Mississippi
Dubuque
rica City
2007 • 2012 + 2013 • 2017
TO: Michael C. Van Milligen, City Manager
FROM: Randy Peck, Personnel Manager
SUBJECT: Administrative Services Agreement Between the City of Dubuque and
Wellmark Blue Cross and Blue Shield of Iowa
DATE: September 15, 2017
On April 3, 2017, Wellmark Blue Cross and Blue Shield of Iowa was selected as the
City's third -party administrator for the medical plan and stop loss insurance coverage.
The Administrative Services Agreement is effective on July 1, 2017 through June 30,
2019.
The agreement has been reviewed by Senior Counsel Barry Lindahl and Abby Stevens
of Gallagher Benefit Services, our benefit and actuarial consultant, and they find the
terms acceptable. I request that the City Council pass a motion approving the
agreement effective July 1, 2017, through June 30, 2019, and authorizing you to sign
the agreement.
RP:alk
Weilmarke
Iowa
WeIlmark Blue Cross and Blue Shield of lows is an Independent
Licensee of the Blue Cross and Blue Shield Association.
ADMINISTRATIVE SERVICES AGREEMENT
WELLMARK BLUE CROSS AND BLUE SHIELD OF IOWA
and
City of Dubuque, Iowa
Agreement Effective Date: July 1, 2017
Form Number: IA WBCBSI LG SF — Custom 10/12/2017 Version: 11/16
ADMINISTRATIVE SERVICES AGREEMENT
THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is made and entered
into effective the first day of July 2017, ("Effective Date") by and between Wellmark, Inc., doing
business as Wellmark Blue Cross and Blue Shield of Iowa, an Iowa mutual insurance company,
(herein "Wellmark"), and City of Dubuque, Iowa (herein "Account").
RECITALS
1 Account is the plan sponsor of a self-funded group health plan within the meaning of and
in accordance with applicable federal or state law for its common law employees and other
eligible individuals and this Agreement is issued to Account as the "group policyholder".
2. The group health plan is sponsored and funded by Account. Account wishes to enter into
a financial arrangement with Wellmark under which Account is solely responsible for the
Claims Paid for Covered Services provided to its Members. Wellmark does not assume
any financial risk or obligation with respect to the Claims Paid for Covered Services
provided to Members of the Plan.
3. Account desires that Wellmark provide administrative services for its self-funded group
health plan and Wellmark is willing to provide such services subject to the terms and
conditions set forth herein.
NOW, THEREFORE, it is hereby agreed as follows:
1.1
ARTICLE 1
AGREEMENT DEFINITIONS
"Accountable Care Organization" or "ACO" means a group of health care providers who
agree to deliver coordinated care and meet performance benchmarks for quality and
affordability to manage the total cost of care for their member populations.
1.2 "Administrative Fee" means an amount or amounts per Plan Member that Wellmark
charges the Account for Administrative Services and which includes allocations for
Wellmark's cost of administering the Plan, general operating costs, and profit margin. The
monthly Administrative Fee is shown on Exhibit "A", Administrative Fees, Network
Access Fees, Other Fees, attached to this Agreement and incorporated by this reference.
1.3 "Administrative Services" means those services to be performed by Wellmark for
Account and the Plan under this Agreement, as described in Article 3 of this Agreement.
Administrative Services expressly exclude any services for the administration of continued
health coverage pursuant to COBRA or any state or federal law relating to continuation
coverage of the Plan, except as may be specified in a COBRA Administrative Services
Agreement or Addendum between the parties.
1.4 "Affordable Care Act" or "ACA" means the Patient Protection and Affordable Care Act,
enacted March 23, 2010, and the Health Care and Education Reconciliation Act, as
amended, (collectively, "ACA"), including implementing regulations.
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1.5 "Agreement" means this Administrative Services Agreement, including all Exhibits,
Benefits Document(s), amendments, Plan Member enrollment form(s), Health and Care
Management Services Exhibit, and any COBRA Administrative Services Agreement or
Addendum. This Agreement also incorporates by this reference the terms of the HIPAA
Business Associate Agreement entered into between Wellmark and the Plan and
Insurance Schedule "J" completed by Account.
1.6 "Amounts Not Covered" means the amounts that are the liability of the Member under
the Plan. These include services that are not covered by the Plan, charges for services
that are determined to be not medically necessary, reductions in benefits for failure to
follow notification requirements, and charges for services that have reached a Plan
maximum. Amounts Not Covered does not include amounts that are the responsibility of
a health care provider under a provider's contract with Wellmark.
1.7 "Benefits Document" means the written document(s) that describe and define the terms,
benefits, and limitations of the Plan and may be titled Benefits Certificate, Coverage
Manual, or something similar. Account may at its option incorporate the Benefits
Document into its ERISA Summary Plan Description (SPD).
1.8 "Care Coordinator Fee" means a fixed amount paid by a Host Blue to providers
periodically for Care Coordination under a Value -Based Program. "Care Coordination" is
organized, information -driven patient care activities intended to facilitate the appropriate
responses to a Member's health care needs across the continuum of care.
1.9 "Claims Paid" means the dollar amount of Wellmark's payment on behalf of the Account
for Incurred Claims.
1.10 "COBRA" means the group health coverage continuation provisions of the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, including implementing
regulations and similar state or federal laws.
1.11 "Confidential Information" means all non-public confidential or proprietary information,
in any form, delivered or made available (whether pursuant to this Agreement or
otherwise) by one party or its affiliates, directors, officers, employees and agents (the
"Disclosing Party") to the other party, its affiliates, directors, officers, employees and
agents (the "Receiving Party"). Confidential Information shall include, but not be limited
to, employee, Plan Member, and Member information (including names, addresses and
Social Security numbers), Protected Health Information, personally identifiable
information, medical records, Plan claims data, and payment data. Any information with
respect to Wellmark's systems, procedures, methodologies and practices used by it in
connection with claims processing, claims payment or utilization management, together
with the fees, terms, payment arrangements, discounts with providers, and related
information shall be deemed to be Wellmark Confidential Information. Confidential
Information shall not include information which (a), at the time of disclosure, is available
to the general public; (b) becomes at a later date available to the general public through
no fault of Receiving Party and then only after such later date; (c) Receiving Party can
demonstrate was in its possession before receipt from Disclosing Party; (d) Receiving
Party can demonstrate was independently developed; or (e) is disclosed to Receiving
Party without restriction on disclosure by a third party who has the lawful right to disclose
such information.
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1.12 "Covered Charges" means the dollar amount a health care provider bills a Member or
Wellmark for Covered Services in accordance with the terms of the Benefits Document.
1.13 "Covered Services" means the medically necessary health care services provided to a
Member as described in and covered by the applicable Benefits Document.
1.14 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended,
including implementing regulations.
1.15 "Global Payment/Total Cost of Care" means a payment methodology that is defined at
the patient level and accounts for either all patient care or for a specific group of services
delivered to the patient such as outpatient physician, ancillary, hospital services, and
prescription drugs.
1.16 "Grandfathered Health Plan or Non -Grandfathered Health Plan" mean the same as
such terms are used in ACA.
1.17 "Health and Care Management Services" means health management and wellness
services Wellmark may provide to Members designed to encourage good health and help
them make decisions about health care. These services may include, but are not limited
to, BeWell 24/7, condition support, pregnancy support, advanced care management, or
other programs.
1.18 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as
amended, including implementing regulations.
1.19
"Host Blue" means the local Blue Cross and/or Blue Shield plan or licensee in a
geographic area outside of the Wellmark service area.
1.20 "Incurred Claims" means claims for payment of health services that are provided to
Members pursuant to the Plan with a date of service during the Rating Period.
1.21 "Incurred Date" means the date health services are provided to Members. With regard to
inpatient hospital or facility services, the date of the Member's admission to the facility is
considered as the Incurred Date.
1.22 "Maximum Allowable Fee" means a dollar amount Wellmark establishes using various
methodologies for Covered Services and supplies. For medical services, this amount is
developed from various sources, such as charges billed for the same service or supply by
most health care providers within Iowa, economic indicators, or relative value indices
developed or approved by Wellmark, and is based on the simplicity or complexity of the
service provided. For medical services received outside of Iowa or South Dakota, the
Maximum Allowable Fee is either determined in accordance with the section of this
Agreement entitled Out -of -Area Services or is the amount as described in the preceding
sentence.
For all dental procedures covered under this Agreement, the fee schedule is developed
based on Wellmark's contracts with dentists, input from its dental consultants, and the
charges billed for the same procedure by dentists in Iowa.
IA WBCBSI LG SF 3 Version: 11/16
1.23 "Member" means a person, including a Plan Member's spouse or eligible dependent
children, who is eligible and enrolled to receive health benefits under the terms of the Plan
as determined and identified by Account.
1.24 "Network Access Fee" means the amount charged to Account to gain the collective
advantages of the network of providers with which Wellmark, a Host Blue, or any
subcontractor of either, has contracted for the provision of Covered Services. The fee is a
monthly amount as shown on Exhibit "A", and may include funding for provider incentives.
If the Network Access Fee is expressed as a percentage of Network Savings, the fee
applies to Incurred Claims regardless of the date the claim is paid. A portion of the Network
Access Fee may include an allocation for administrative expenses above the
Administrative Fee.
1.25 "Network Savings" means the amount saved due to payment arrangements between
Wellmark or a Host Blue and health care providers. It is generally calculated as the
difference between the Covered Charge and the Maximum Allowable Fee. This result is
then added to any other reductions in the liability to a provider pursuant to a contract
between Wellmark and the provider, including, but not limited to, reductions for failure to
satisfy any notification requirements and medical necessity determinations. If the amount
paid to a provider on any claim exceeds the Covered Charges, the Network Savings may
be reflected as a negative dollar amount on Account's bill.
1.26 "Patient -Centered Medical Home" or "PCMH" means a model of care in which each
patient has an ongoing relationship with a primary care physician who coordinates a team
to take collective responsibility for patient care and, when appropriate, arranges for care
with other qualified physicians.
1.27 "Plan" means the group health plan or plans established, sponsored and maintained by
Account, the terms of which are described in the applicable Benefits Document.
1.28 "Plan Member" means a common law employee or other individual identified by Account
as a person eligible and enrolled to receive health benefits under the Plan subject to the
terms, conditions, and limitations described in the Plan documents and who is the
applicant on a completed enrollment form that has been provided to and accepted by
Wellmark.
1.29 "Plan Year" means the year designated by the plan sponsor as the plan year in the plan
document or as set forth on Exhibit "A".
1.30 "Protected Health Information" or "PHI" means the same as the term "protected health
information" in 45 CFR §160.103.
1.31 "Provider Incentive" means an additional amount of compensation paid to a health care
provider by Wellmark and a Host Blue based on the provider's compliance with agreed-
upon procedural and/or outcome measures for a particular population of covered persons.
1.32 "Rating Period" means the period of time set forth on Exhibit "A" or the most recent
revision to Exhibit "A".
IA WBCBSI LG SF 4 Version: 11/16
1.33 "Shared Savings" means a payment mechanism in which the provider and payer share
cost savings achieved against a target cost budget based upon agreed upon terms and
may include downside risk.
1.34 "Value -Based Program" means an outcomes -based payment arrangement and/or a
coordinated care model facilitated with one or more local providers that is evaluated
against cost and quality metrics/factors and is reflected in provider payment.
ARTICLE 2
RESPONSIBILITIES OF ACCOUNT
2.1 Group Health Plan Compliance. Account is the plan administrator and plan sponsor of
the Plan for purposes of this Agreement and applicable law, and is responsible for group
health plan design and compliance. Account will exercise its responsibilities in the time
required by law and has full responsibility for all of the following:
a. Maintaining the Plan, determining Plan design, and funding payment of Incurred
Claims;
b. Determining eligibility criteria for Members subject to certain Wellmark enrollment
and underwriting guidelines, including the requirements for locations or Members
located outside of Iowa; Account is responsible for enrolling and canceling
individuals in the Plan in accordance with such criteria and agrees to terminate
coverage for ineligible individuals;
c. Designating the Plan Year for the Plan;
d. Complying with all applicable laws, reporting and disclosure requirements,
including specifically, (i) furnishing Members with Plan documents or notices as
may be required by law, including the summary of benefits and coverage ("SBC"),
any notice of material modification, employer notice of the availability of coverage
options under the health insurance marketplace, and applicable HIPAA notices
relating to health coverage portability such as the Special Enrollment Notice.
Account will also make available to Members on request the uniform glossary of
insurance -related terms; (ii) complying with any applicable non-discrimination
laws; and (iii) furnishing any notices and requirements with regard to COBRA
continuation coverage. Account's responsibilities for COBRA administration
requirements may be delegated to Wellmark, but only to the extent expressly
specified and agreed upon with Wellmark in a COBRA Administrative Services
Agreement or Addendum;
e. Reviewing and approving promptly templates or drafts of Benefits Document(s)
provided by Wellmark, and delivering or making available Benefits Document(s),
and Provider directories if applicable, to Plan Members. Based on the eligibility and
benefit information Account provides, Wellmark will draft written Benefits
Document(s) stating the benefits, terms and conditions of the Plan. Account is
responsible for reviewing the draft Benefits Document(s) promptly, typically within
thirty (30) days of receiving the draft document(s), and determining to Account's
satisfaction that the document(s) meet all of Account's legal and business
obligations and advising Wellmark of any necessary revisions or approval. The
absence of Account's express timely approval of any Benefits Documents provided
IA WBCBSI LG SF 5 Version: 11/16
by Wellmark will be considered Account's approval that the draft documents are
consistent with benefit information provided by Account, and Wellmark will
administer the benefits in accordance with the proposed documents;
f. Making final determinations regarding claims, claims internal appeals, or claims
exceptions, except to the extent expressly delegated to, and accepted by,
Wellmark in Sections 3.1 and 3.6 of this Agreement;
g.
Providing to Wellmark written notice of benefit selections, limitations, and
exclusions, changes in the benefits at renewal, or material modifications at any
time during the Rating Period. Account shall provide such notice(s) in the time and
manner required by Wellmark to fulfill the issuance of SBCs, preparation of
Benefits Document templates, or the issuance of other required notices within the
time required by law;
h. If the coverage of any Plan Member or Member is terminated retroactively, Account
represents that it either has not collected any premium contribution from the
retroactively terminated Member, or has refunded any premium contribution to the
retroactively terminated Member, for the period following the effective date of the
termination;
J•
Payment of any state premium tax, use tax, or similar tax, or any similar benefit or
Plan -related charge, tax, surcharge or assessment, however denominated, that
may be assessed on the Plan or related to the administration of the Plan, including
any penalties and interest payable with respect thereto;
Compliance with any income and employment tax withholding, depositing, and
reporting obligations (including state or federal income tax withholding, FICA tax
withholding, employer, FUTA taxes, and Form W-2 wage reporting) applicable to
rewards incentives or value-added benefits that may be provided under this
employer-sponsored group health plan to Members covered under the Plan.
Account is responsible for including the value of any such incentives or value-
added benefits as reported by Wellmark to Account in the applicable employees'
wages for federal or state income tax, employment tax, and Form W-2 reporting
purposes;
k. For a Grandfathered Health Plan, Account shall provide Wellmark with written
notice, at least sixty (60) days prior to the effective date, of any change in the
employer contribution information or any other information that may impact the
Grandfathered Health Plan determination;
Account shall maintain a process for external review of final internal adverse
benefit determinations as required by ACA, except to the extent expressly
delegated to, and accepted by, Wellmark in this Agreement; and
m. Calculating, reporting, and payment of any fees and assessments, however
denominated, required for all group health plans under ACA, including specifically,
the per Member Patient -Centered Outcomes Research fees.
2.2 Enrollment Information; Social Security Number Reporting; Information
Requirements. Account agrees to furnish Wellmark with reports, data, and information,
IA WBCBSI LG SF 6 Version: 11/16
including but not limited to, eligibility, enrollment information, physical home address, and
Social Security number for each Member, benefit selection or benefit changes for the Plan,
claims history, and information necessary for the administration of the Plan. Account shall
provide all such information in a time, form, format, and manner required by Wellmark and
is responsible for the timeliness, integrity, retention, and accuracy of information and
records provided to Wellmark. Wellmark shall be entitled to rely upon such information in
determining any person's rights to benefits under the Plan, in making required filings with
state or federal government agencies, and in discharging its responsibilities under this
Agreement. Account recognizes the importance to the successful provision of the
Administrative Services the timely, accurate, and complete reporting of the information set
forth in this section and that should reporting be inaccurate, untimely, or incomplete,
Wellmark shall not be responsible for the provision of the Administrative Services affected
by such inaccuracy or delay.
Eligibility or enrollment information shall be provided to Wellmark in a standard medium
and layout using Wellmark's proprietary format, the HIPAA ANSI 834 standard format, or
an application such as BluesEnroll, unless the parties agree in writing to a non-standard
format or application. Account acknowledges that it may be responsible for additional fees
if it uses a non-standard format or if Wellmark is required to perform a comparison study
of the full eligibility file.
2.3 Account Representation regarding Eligibility; Notice of Persons Eligible for
Coverage; Changes in Eligibility. Account represents to Wellmark that the terms of any
eligibility criteria, conditions, and/or waiting period imposed under the Plan are, and shall
be for so long as this Agreement is in effect, in compliance with all applicable laws and
regulations, including specifically, the prohibition on excessive waiting periods, and
applicable prohibitions on non-discrimination. Account shall enroll persons eligible for
coverage in the Plan in advance of each person's effective date of coverage and shall
provide Wellmark with each person's name, Plan selection, Social Security number, and
other required identifying information. Account shall provide all initial enrollment
information in advance of the Effective Date of this Agreement. As new persons become
eligible, or as eligibility changes occur, including any special enrollment events that require
a person to be offered coverage or changed to a different enrollment status such as
COBRA, Account shall provide Wellmark with updated required information as such
changes occur. Account shall provide Wellmark with enrollment updates no less often than
weekly and in advance of the effective date of the change if possible. Account's delay in
providing eligibility changes more than three (3) months following the effective date of the
change shall delay the requested effective date of coverage for the person and may cause
Incurred Claims not to be paid.
2.4 Notice of Persons Terminated or No Longer Eligible for Coverage; Account's
Liability for Claims Paid for Ineligible Individuals. Account shall notify Wellmark of
each person's termination or ineligibility for coverage under the Plan in advance, but in no
event no later than three (3) months following the requested date of coverage termination.
No requested coverage termination shall be effective any earlier than three (3) months
prior to the date Wellmark receives the required notice from Account. If Incurred Claims
prior to the date Wellmark is notified of the coverage termination have been paid and are
not recouped, Account shall be responsible for the Claims Paid. For Claims Paid prior to
the date Wellmark is notified of the coverage termination, Wellmark shall, at its election,
(a) attempt to recoup such payments from the individual or the involved provider, unless
Wellmark determines recoupment is not feasible under the circumstances, or extends
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beyond an eighteen (18) month recoupment period; or (b) bill Account for such Claims
Paid and associated Administrative Fee and Account shall pay the amount due to
Wellmark.
2.5 Medicare Secondary Payer ("MSP"). Federal law mandates coordination of health care
benefits in certain instances where a Member is covered under both a group health plan
and Medicare. Proper coordination of benefits in this context depends on obtaining and
maintaining accurate and timely information regarding such dual health coverage.
Pursuant to contract and applicable law, Wellmark provides information to Centers for
Medicare and Medicaid Services ("CMS") regarding such dual health coverage for
Members and Account enrollment on a quarterly or more frequent basis.
Account is solely responsible for compliance with MSP laws and other requirements.
Wellmark shall use all information provided by Account to properly coordinate benefits. In
the event Account does not timely provide to Wellmark information requested by Wellmark
regarding Account's size and status and Employer Identification Number ("EIN")(s), or
does not gather and timely provide information to Wellmark concerning the Medicare
enrollment of Members, Account enrollment, and related information (including, without
limitation, Member Social Security numbers), or such other information as requested by
Wellmark for inclusion on the Confirmation of MSP form submissions and other
disclosures, Account shall be solely responsible for non-compliance with MSP laws and
other requirements, including, without limitation, any damages, losses, taxes, interest
charges, and administrative penalties (including, without limitation, any civil money
penalties) that may be assessed or otherwise result in connection therewith (including,
without limitation, any claims by Members, providers or other claimants), and mistaken
payments to CMS on behalf of Medicare enrolled Members.
2.6 Customized Services. From time to time, Account may request Wellmark to provide
customized services. Such services shall be performed pursuant to further written
agreement between Account and Wellmark. Account shall be charged according to the
prevailing fees on the Wellmark price schedule or as agreed by the parties in advance.
2.7 Grandfathered Health Plan Representation. In the event Account is being issued a new
Agreement by Wellmark and the Plan is to be treated by Wellmark as a Grandfathered
Health Plan, Account represents and warrants to Wellmark that (a) its prior health plan
coverage was, immediately prior to termination of such coverage, a Grandfathered Health
Plan, and (b) the Plan will include no changes that will result in Toss of treatment as a
Grandfathered Health Plan as of the Effective Date of this Agreement.
2.8 Stop Loss Insurance Coverage. Account is solely responsible for the Claims Paid for
Members of the Plan. Account may at its option purchase stop loss insurance coverage
from Wellmark, which shall be reflected in a separate policy issued by Wellmark. If Account
purchases stop loss insurance coverage from a carrier other than Wellmark, Account shall
advise Wellmark of the terms of such coverage. Account shall be solely responsible for all
reports, submission of claims, payment of premiums, and any other obligation required by
its stop loss policy, however, upon request Wellmark will provide Account with standard
stop loss reports necessary for Account to file stop loss insurance claims with the stop
loss carrier.
2.9 Outside Services Vendor(s) to the Plan. If Account arranges for health plan
administration services for the Plan from vendor(s) other than Wellmark or a Wellmark-
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contracted vendor, such as, for example, pharmacy benefits management services or
telehealth management services, Account shall be responsible for compliance with laws,
the accuracy and submission of reports, claims data reporting, payments, and for any
other obligation required by its vendor agreements. If Account requires its vendor to submit
claims for Covered Services to Wellmark, such vendor shall also enter into an agreement
with Wellmark that requires vendor to comply with Wellmark's claims procedures. If
Account or the Plan requires coordination or health plan accumulations between its third
party vendor's administration and the health plan administration provided by Wellmark,
Account shall be responsible for providing Wellmark with all enrollment information and
claims or payment data reasonably necessary for Wellmark to provide Administrative
Services under this Agreement.
ARTICLE 3
WELLMARK'S RESPONSIBILITIES
3.1 Determination of Claims; Administrative Services. During the Term of this Agreement
and subject to Account's payment to Wellmark, when due, of the charges for Claims Paid
and other fees specified in this Agreement, Wellmark shall provide Administrative Services
as specified in this section as follows:
a. Wellmark shall provide Account with a written draft of Benefits Document(s) based
on plan design and Member eligibility condition information provided by Account,
for Account's review and approval as required by Section 2.1(e), setting forth the
benefits, terms and conditions of the Plan for delivery to Plan Members;
b. Wellmark shall provide access to a network(s) of health care providers and shall
make information about the network and network providers available to Members;
c. Wellmark shall prepare, print, and deliver identification cards to Plan Members;
d. Wellmark will perform its Administrative Services and retain records regarding
such Administrative Services in compliance with applicable laws, including, but not
limited to, applicable provisions on non-discrimination;
e. Wellmark shall provide or make available to Account forms of ACA or HIPAA
required notices, including the summary of benefits and coverage ("SBC") and
applicable HIPAA notices relating to health coverage portability such as the
Special Enrollment Notice. Wellmark shall make available the uniform glossary of
insurance -related terms;
f. Subject to Section 6.1(c), Wellmark shall administer benefits and process Incurred
Claims for health services furnished Members in accordance with the terms,
limitations and conditions set forth in the Plan, the Benefits Document(s), this
Agreement, applicable laws and regulations, the terms of the applicable provider
agreements, and the claims administration and medical policies of Wellmark, all of
which may be revised from time to time. Processing of claims may include payment
by Wellmark on behalf of Account and reporting of benefits to providers or
Members, coordination of benefits, and the monitoring, detection, and investigation
of potentially abusive or fraudulent claims submitted by providers or Members.
Wellmark may make adjustments to processed claims, for a period of up to
eighteen (18) months after the Incurred Claim was first processed, if Wellmark
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g.
determines in its sole discretion that such adjustments are necessary and
appropriate and Wellmark shall credit Account for adjustments to Claims Paid to
the extent of the amount recovered. Notwithstanding the preceding sentence and
except as provided in Sections 2.3 and 2.4 of this Agreement, Wellmark shall not
be required to reprocess claims as a result of any changes made to information
relating to a Member or the Member's benefits unless (i) in addition to submitting
changes to Wellmark, Account expressly requests in writing that Wellmark
reprocess specific Member claims; and (ii) such reprocessing does not extend
beyond eighteen (18) months prior to the date Wellmark receives Account's
request;
Wellmark shall process claims for benefits and shall maintain a single -level internal
appeal procedure for Members to appeal adverse benefit determinations each in
accordance with the requirements of the Plan and applicable law. Wellmark shall
also maintain a procedure for processing external review requests of final internal
adverse benefit determinations with appropriate independent review
organizations, pursuant to the requirements of the Plan and applicable law. Fees
and costs for external review billed by independent review organizations ("IROs")
will be billed to Account; and
h. To the extent that Account has delegated discretionary authority to Wellmark,
Wellmark shall exercise its discretion to make determinations in connection with
the administration of this Agreement and the Plan including, without limitation,
determinations regarding whether services are medically necessary or whether
charges are reasonable. Wellmark shall make determinations that are not arbitrary
or capricious and such determinations shall be final and conclusive to the extent
permitted by this Agreement, the terms of the Benefits Document, and by law.
3.2 Health and Care Management Services. Wellmark may, at its sole discretion, offer or
arrange for various Health and Care Management Services available to Members. Such
services that may be offered are further described in the Health and Care Management
Services Exhibit, attached to this Agreement and incorporated by this reference, and
including those services, if any, specifically selected or purchased by Account as shown
on Exhibit "A" attached to this Agreement. Health and Care Management Services may
be changed, replaced, or discontinued from time to time and may be modified or removed
in accordance with the Health and Care Management Services Exhibit.
3.3 Value -Added Services; Identity Protection. Wellmark, at its sole discretion, may offer
or arrange for value-added services or benefits for Account and its Members, including,
for example, Member Identity Protection services from a third -party vendor. Identity
Protection services are offered at no additional charge to Account or Members. Account
may at its option accept or reject Identity Protection services for its Members.
3.4 IRS Form 1095-C Reporting. At the written request of Account, Wellmark will provide
certain coverage information for purposes of Account's Form 1095-C reporting to the
Internal Revenue Service. Wellmark does not guarantee the accuracy or completeness of
the information provided, and expressly disclaims any liability for any penalties or costs
that may be incurred due to alleged or actual inaccuracy or incompleteness, including but
not limited to information reporting or other penalties that may be imposed if such
information is relied upon or used in conjunction with any tax or other regulatory filing.
Wellmark does not provide federal or state legal or tax advice, and does not prepare or
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otherwise assist in preparing, in any way, any federal or state tax returns or reports on
behalf of its customers, including but not limited to, IRS Form 1095-C. Account assumes
all liability in connection with the preparation of such documents and has the responsibility
to consult with its own legal or tax advisors for information or assistance.
3.5 Subrogation. Wellmark shall provide subrogation recovery service for Claims Paid while
this Agreement is in force, but shall have no obligation to initiate subrogation recovery
services after this Agreement is terminated and shall have no obligation to continue
subrogation recovery services initiated prior to termination more than twelve (12) months
following termination of the Agreement. Following the twelve (12) month run -out period,
Wellmark will forward any open subrogation files information to Account. The nature and
extent of efforts to pursue subrogation recovery are within the sole discretion of Wellmark.
Such subrogation recovery service may include all steps necessary to recover Claims Paid
that may be found to be the liability of a third party or other insurance carrier. The Account
shall be responsible for all fees or costs, including attorney's fees and the fees and costs
of any third party utilized by Wellmark to perform subrogation recovery services, incurred
in the recovery process, with those costs and fees first paid from any funds recovered and
the net amount only credited to Account's Claims Paid amounts. Account acknowledges
that its stop Toss carrier has priority of any recovery in the event the Claims Paid exceed
the stop loss attachment level and there is insufficient recovery to reimburse stop loss
carrier and Account in full. If the Claims Paid exceeds $25,000 for a Member, Wellmark
shall notify Account prior to settlement and the Account shall approve, in writing, any
proposed settlement. For all other matters, the Account shall accept any such recoveries
as negotiated by Wellmark as payment in full and the determination of the recovery
amount is within the sole discretion of Wellmark. To facilitate recoveries for matters where
the subrogation amount equals or exceeds $25,000, the Account will make available a
staff person with the authority to provide instruction to Wellmark. Wellmark can also make
available, upon request, a report, on a quarterly basis, that lists subrogation matters where
the Claims Paid amount exceeds $25,000.
Wellmark has sole discretion with regard to the choice of counsel to pursue subrogation
recovery. Wellmark may choose to allow a Member's counsel to represent the Account's
subrogation interest. However, if the fee charged for collection of the subrogation interest
by legal counsel retained by the Member exceeds the prevalent fees for such services,
Wellmark shall not authorize pursuit or settlement of the subrogation claim by said
Member's attorney or payment of that attorney's fee without Account's written
authorization. Further, if in the opinion of Wellmark, recovery of funds shall not offset the
costs associated with such recovery, or recovery of the funds is not otherwise practicable,
Wellmark shall inform the Account in writing of its opinion. Thereafter, unless the Account
directs otherwise, Wellmark shall not further pursue the claim. In the event Account directs
Wellmark to pursue Account's subrogation interest notwithstanding Wellmark's notice to
Account of its opinion that the recovery shall not offset the involved costs, Account shall
be responsible for all attorney's fees and costs incurred by Wellmark to pursue recovery,
including the reasonable cost of Wellmark's staff time as determined by Wellmark.
Wellmark does not guarantee the recovery of funds and nothing in this section or
Agreement obligates Wellmark to participate in or initiate any subrogation efforts or
litigation to recover Claims Paid.
3.6 Discretionary Authority. Wellmark is delegated the authority to determine claims for
benefits and to determine internal appeals of adverse benefit determinations of Members,
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provided such determinations are consistent with the terms of the Plan as provided by
Account, this Agreement, the applicable Benefits Document, and applicable law, unless
otherwise directed in writing by the Account. In making decisions regarding claims for
benefits and appeals of denied claims, Wellmark shall have discretionary authority only to
the limited extent necessary to construe and interpret the terms of the Plan and to
determine whether a claim is properly payable under the Plan. Notwithstanding anything
in this Agreement to the contrary, Account shall have full responsibility for Plan design, for
making any and all determinations whether an individual has satisfied the Account's
requirements to be an eligible Member, and for making any determination regarding an
individual's eligibility for continued coverage pursuant to COBRA.
ARTICLE 4
BILLING AND PAYMENT
4.1 Billing; Account's Payment to Wellmark. Account authorizes Wellmark and Wellmark
agrees to process Incurred Claims as received, subject to the limitations, conditions, and
exclusions stated in the Benefits Document.
Wellmark shall bill Account for Claims Paid, Network Access Fee, Administrative Fee, and
other fees, based on the billing and payment method set forth on Exhibit "A", attached to
this Agreement. Any adjustments due to membership or eligibility changes shall be
reflected on the billing for the month in which the membership or eligibility change is made.
Adjustments to Network Access Fee, Administrative Fee, and other fees, billed on a per
Plan Member or per Member basis, shall be limited to a period of three (3) months prior
to the date Wellmark processes the Member eligibility change. Wellmark shall provide a
bill to Account that shows the amounts due and, if applicable, the amounts of any weekly
payments received by Wellmark and other credits during the preceding month. Account
shall promptly pay Wellmark at Wellmark's office, the total amount due, no later than the
due date on the bill. Such payment may be made by wire transfer, check, electronic
(ebilling) payment, or automatic funds withdrawal. If Account elects automatic funds
withdrawal, it shall execute the necessary authorization. If a credit amount exceeds the
amount due, Wellmark shall refund such amount to Account.
If Account elects to authorize automatic funds withdrawal from a deposit account, the
automatic withdrawal will change to correspond with the applicable billing, including
applicable taxes or fees. Account's authorization for automatic funds withdrawal shall
include authorization for automatic withdrawal of any changed amount unless Account
calls or provides its bank with written notice not less than three (3) business days before
a scheduled withdrawal to stop the payment. If Account calls its bank to stop payment,
Account may be required to provide a written request within fourteen (14) days after the
call. Account will be responsible for any fee assessed by its bank for stop -payment orders
made by Account.
4.2 Late Payments. All payments from Account to Wellmark must be paid on time and when
due in accordance with Section 4.1. If the Account fails to make payments in full when
due, Wellmark may in its discretion do any or all of the following: impose interest or late
fees; setoff late payments from other amounts that may be due to Account under the
Agreement; stop the payment of all claims for Members, regardless of the Incurred Date;
require an alternative billing and payment method; or require an alternative financial
arrangement. Payments not made when due shall include an interest charge on the
outstanding amount from the due date until payment is made in full at the then current
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prime rate as published in the Midwest edition of The Wall Street Journal plus two percent
(2%). The acceptance by Wellmark of any late payments or partial payments shall not
constitute a waiver of any rights under this Agreement. If Account fails to make payments
when due for two or more consecutive months, Wellmark may impose additional late fees
of up to eighteen percent (18%) per annum.
ARTICLE 5
CONFIDENTIAL INFORMATION; REPORTING; EXAMINATION OF RECORDS
5.1 Protected Health Information. The rights and responsibilities of the parties and permitted
uses and disclosures with respect to Protected Health Information shall be set forth in the
separately executed Business Associate Agreement. If Account utilizes third -party
vendors to provide any administrative services to the Plan and directs Wellmark to provide
or exchange any PHI with such vendors, Account represents it has the legally required
business associate and data security agreements in place with such third -party vendors.
If Account desires access to mental health information, Account shall file an applicable
statement with the Iowa Insurance Division, as may be required pursuant to Iowa Code
Section 228.7.
5.2 Non -Disclosure of Confidential Information.
a. Subject to the terms of the Business Associate Agreement and as permitted by
applicable law, the Receiving Party will: (i) not disclose Confidential Information to
any third party that is not an agent or consultant to Wellmark without the written
authorization of the Disclosing Party; (ii) restrict disclosure of Confidential
Information only to those employees, agents or consultants who have a need to
know the Confidential Information for purposes related to this Agreement or the
administration of the Plan and who are bound by confidentiality terms substantially
similar to those in this Agreement; (iii) use the same degree of care as for its own
information of like importance, but at least use reasonable care, in safeguarding
against disclosure of Confidential Information; and (iv) without unreasonable delay
and in accordance with applicable law notify the Disclosing Party of any
unauthorized use or disclosure of the Confidential Information and take reasonable
steps to regain possession of the Confidential Information and prevent further
unauthorized actions or other breach of this Agreement.
b. If the Receiving Party is required to disclose Confidential Information pursuant to
applicable law, statute, or regulation, or court order, for a purpose other than
contemplated in this Agreement, the Receiving Party will give to the Disclosing
Party prompt written notice of the request and a reasonable opportunity to object
to such disclosure and seek a protective order or appropriate remedy. If, in the
absence of a protective order, the Receiving Party determines, upon the advice of
counsel, that it is required to disclose such information, it may disclose only
Confidential Information specifically required and only to the extent compelled to
do so.
c. All Confidential Information remains the property of the Disclosing Party and will
not be copied or reproduced without the express written permission of the
Disclosing Party, except for copies that are necessary to fulfill the confidentiality
obligations contained in this Agreement, to render the services under this
Agreement, or as otherwise allowed under the Business Associate Agreement or
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applicable law. A party may retain Confidential Information when obligated to do
so as a matter of law, and may also retain any Protected Health Information as set
forth in the Business Associate Agreement.
5.3 Wellmark's Right to Use Confidential Information. Wellmark shall have the right to de -
identify or remove direct identifiers from the Confidential Information so that it no longer
constitutes Protected Health Information, and so that such Confidential Information is no
longer identifiable with respect to Account, and to aggregate such de -identified
Confidential Information for any purpose whatsoever; provided that such use is in
accordance with all applicable laws, including but not limited to HIPAA. Such Confidential
Information, after it is de -identified or limited pursuant to HIPAA, shall no longer be subject
to Section 5.2 and shall thereafter be Wellmark's property.
5.4 Right to Examine Records; Audit. Wellmark or its authorized representative may at its
own expense examine the financial, enrollment, and claims records of Account reasonably
related to the administration of this Agreement, as reasonably often as Wellmark deems
appropriate, to reconcile enrollment information and records, to determine whether
Account can make the payments required by this Agreement, or to determine payment of
benefits under the Plan. Such examination shall be conducted during regular business
hours, upon reasonable advance written notice. The examination period may cover the
most recent twenty-four (24) months only, if applicable. Upon completion of the
examination, Wellmark shall share its examination findings with Account and conduct an
exit conference with Account. Any third party conducting such audit on Wellmark's behalf
must agree in writing to be bound by the terms and conditions of the Business Associate
Agreement between Account and Wellmark.
Account's third -party authorized representative or auditor may, at Account's own expense,
examine Wellmark's records reasonably and necessarily related to Wellmark's discharge
of its responsibilities under this Agreement no more frequently than annually. Account
shall provide Wellmark with written authorization specifying the Account or Plan
information that Wellmark may disclose to the auditor. The auditor must be acceptable to
Wellmark, must not compete directly or indirectly with Wellmark, and must execute a non-
disclosure agreement with Wellmark prior to receiving any Protected Health Information
or Wellmark Confidential Information. Such examination shall be conducted during regular
business hours, upon advance written notice reasonable under the circumstances.
Records subject to examination include claims records (but not including individually
identifiable sensitive diagnosis information unless Account specifically authorizes such
disclosure), third -party explanations of health care benefits, eligibility records, and
coordination of benefits procedures. The examination period may cover the most recent
twenty-four (24) months only, notwithstanding the period for claim adjustments as may be
specified in Section 3.1. Upon completion of the examination, Account shall share its
examination findings with Wellmark and conduct an exit conference with Wellmark.
Audits conducted by auditors compensated on a contingency fee basis are not permitted
by Wellmark as such compensation arrangements are not consistent with professional
auditing standards. Such standards consider these compensation arrangements to impair
the auditor's or consultant's independence and objectivity. Audit practice and procedure
under this Agreement will conform to generally accepted auditing and accounting
principles.
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5.5 Website Access and Reporting. Wellmark may provide Account while this Agreement is
in force with secured access to Wellmark's website, web -based applications, or other
electronic databases with respect to the Plan and Members for the purpose of Plan
administration and health care operations, reporting, billing, or for self-service. Web -based
applications or databases with Member and Plan specific Confidential Information may be
hosted or supported by third parties on Wellmark's behalf. If Account or a third party acting
on Account's behalf accesses such websites or information, Account is subject to and
agrees to all of the terms and conditions, including the confidentiality requirements of this
Agreement, and security restrictions and user requirements as established by Wellmark
with respect to such access, as such terms are set forth in a data use agreement and in
the applicable Terms and Conditions posted at Wellmark's website (Wellmark.com).
5.6 Survival. Any obligations of either party to the other under this Article of the Agreement
survive any termination of this Agreement.
ARTICLE 6
PROVIDER PAYMENT ARRANGEMENTS; CLAIMS RECOVERIES; REBATES; VALUE -
BASED PROGRAMS; DISCLOSURE OF COMPENSATION
6.1 Provider Payment Arrangements. Wellmark will be responsible for negotiating and
entering into separate payment arrangements with health care providers. Such provider
payment arrangements and agreements shall apply to services by such providers for all
Members entitled to benefits under plans insured or administered by Wellmark, including
Members under this Plan.
Wellmark shall determine, in its sole discretion, the payment arrangements with health
care providers including, without limitation, the Maximum Allowable Fees for Incurred
Claims. Without limiting the foregoing, Wellmark may compensate providers pursuant to
a variety of payment arrangements, including the following:
a. Fee for service arrangements, including, without limitation, per diem and percent
of charge arrangements;
b. Fixed fee or other payment methodology that is based on pre -determined criteria;
or
c. Episode of care arrangements under which payment is based on a pre -established
rate for a health care encounter, including, without limitation, a hospital stay or
outpatient visit. In the event such an arrangement is utilized, consistent with the
methodology established by Wellmark for such arrangement, Wellmark is not
required to impose cost share responsibility on Members for each Covered Service
Members receive.
6.2 Network Savings Allocations. Any Network Savings amounts allocated to the Account
shall be reflected in the amount of Claims Paid. Based on Wellmark's payment
arrangements with health care providers, and in accordance with Section 6.1, the amount
paid on an individual claim may be more or Tess than the Covered Charge minus any
applicable Amounts Not Covered, deductible, copayment, and coinsurance amounts. If
the amount paid to a provider on any claim exceeds the Covered Charge, the Network
Savings is reflected as a negative dollar amount. Any Network Savings amounts allocated
to Plan Members shall be reflected in the calculation of coinsurance, where applicable.
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The calculation of coinsurance depends on the type and location of the services provided
and the contracting status of the health care provider. The calculation of coinsurance is
further described in the applicable Benefits Document.
6.3 Non -Contracting or Non -Network Providers. If the applicable Benefits Document
provides benefits for Covered Services rendered by health care providers that have not
contracted with Wellmark or another Blue Cross and Blue Shield Plan ("Non -Contracting
Providers"), Members may be liable to Non -Contracting Providers for any difference
between the Covered Charges and the Maximum Allowable Fee and Members are
responsible for paying the provider in full.
6.4 Claims Recoveries. From time to time, Wellmark, Account, or Plan may receive notice of
a pending or potential lawsuit (including, without limitation, a class action lawsuit) that
seeks recovery of health care claims expenses on behalf of one or more group health
plans or payors and that may include Wellmark, Account, or the Plan as a party or potential
class member (a "Lawsuit"). Notwithstanding any language to the contrary in this
Agreement, Wellmark shall not participate in a Lawsuit on behalf of Account or Plan or
pursue recovery on behalf of Account or Plan unless Wellmark and Account enter into a
separate written agreement relating to participation, recovery, and expenses in such
Lawsuit. Wellmark has no duty to notify Account or Plan of Wellmark's receipt of any
notices in connection with any Lawsuit and each party is free to make its own
determination whether to initiate or participate in any Lawsuit on its own behalf.
6.5 Value -Based Programs. Wellmark or Host Blues may enter into collaborative
arrangements with Value -Based Programs (as defined and described in Section 9.3 Out -
of -Area Services) under which the health care organizations participating in such
programs are eligible for financial incentives relating to quality and cost-effective care of
Wellmark members. Account has elected not to participate in Wellmark's Value -Based
Program, although Account's Members may access Covered Services from providers that
participate in a Host Blue's Value -Based Program as described in Section 9.3.
6.6 Disclosure of Compensation. Wellmark shall comply with Department of Labor
requirements regarding the disclosure of compensation received from all sources in
connection with this Agreement.
ARTICLE 7
LIABILITY OF THE PARTIES
7.1 Responsibility for Claims. Account is solely responsible for all Claims Paid for its
Members, including, without limitation, an individual added or deleted as a result of a
retroactive eligibility change. Wellmark provides Administrative Services and network
access only and does not assume any financial risk or obligation with respect to claims,
including, without limitation, any Claims Paid. Wellmark has no obligation to pay Incurred
Claims if Account fails to pay or reimburse Wellmark in accordance with this Agreement.
7.2 No Duty to Defend. Wellmark shall have no duty or obligation to defend against any action
or proceeding brought against Account or Plan to recover a claim for benefits. Wellmark
shall, however, make available to Account and its counsel, such evidence relevant to such
action or proceeding as Wellmark may have as a result of its administration of the
contested benefit determination.
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7.3 Account's Liability. Except as otherwise explicitly provided in this Agreement, Account
shall accept the tender of defense and have the liability for all Plan benefit claims and all
expenses incident to the Plan, and agrees to release, hold harmless, and indemnify
Wellmark and its employees, officers, and directors against any and all amounts,
expenses, losses, liability, claims, lawsuits, injuries, damages, taxes, interest charges,
administrative penalties, and other costs or obligations, including reasonable attorneys'
fees and court costs, for which Wellmark may become liable:
a. due to any state premium tax, use tax, or similar tax, or any similar benefit or plan -
related charge, surcharge or assessment, federal tax, excise tax, or fee imposed
on group health plans or plan sponsors under ACA, however denominated,
including any penalties and interest payable with respect thereto, assessed against
Wellmark on the basis of and/or measured by the amount of Plan benefits
administered by Wellmark pursuant to this Agreement;
b. due to any action or proceeding brought by a third party to recover benefits under
the Plan, including, without limitation, any action alleging Wellmark provided
significant assistance to Account to aid or perpetuate any discrimination activity;
c. due to a release of Confidential Information to Account, the Plan, or a third party
at Account's direction or arising out of any improper use of Confidential Information
by Account or such third party;
d. due to Account's failure to timely provide requested information to Wellmark for
inclusion on the Confirmation of MSP form submissions and other disclosures that
relate to Account's size and status, EIN(s), the Medicare enrollment of Members,
Account enrollment, and related information (including, without limitation, Member
Social Security numbers), or such other information requested by Wellmark
resulting in processing of claims not in compliance with MSP laws and other
requirements in accordance with Section 2.5;
e. due to Account's failure to comply with applicable law relating to issuing or failing
to issue the required notices in accordance with Section 2.1(d);
f. due to Account's failure or delay in providing accurate reports, data, and
information regarding eligibility, enrollment, and Social Security numbers for each
Member, benefit selection, limitations, exclusions, or benefit changes for the Plan,
claims history, and other information necessary for Wellmark to administer the
terms, coordination of benefits, limitations, and exclusions contained in the Plan;
g.
due to the Account's or its employees' or agents' negligence or material breach of
their obligations under this Agreement, except to the extent that any such losses
are caused by the negligence or willful misconduct of Wellmark;
h. arising from any other acts or omissions of Account that constitute a material
breach of an obligation hereunder or which, in the aggregate, constitute a failure
on the part of Account to perform its obligations under this Agreement in
accordance with the provisions of this Agreement; or
due to or arising out of Wellmark's adherence with any direction from Account or
decision made by Account with regard to the Plan design, benefits, or eligibility
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provisions in the Benefits Document, or the Administrative Services provided under
this Agreement.
7.4 Selection of Counsel. In the event litigation is instituted by a third party against the
Account and/or Wellmark concerning any matter under the Plan, including a suit for Plan
benefits, each party to this Agreement shall, to the extent possible, advise the other of the
legal action, and shall have sole authority to select legal counsel of its choice.
7.5 Wellmark's Liability. In performing its obligations under this Agreement, Wellmark shall
use reasonable diligence and that degree of skill and judgment possessed by one
experienced in furnishing claim administration services to group health plans of similar
size and characteristics as the Plan. Wellmark agrees to release, hold harmless, and
indemnify Account and its employees, officers, and directors against any and all amounts,
expenses, losses, liability, claims, lawsuits, injuries, damages, taxes, interest charges,
administrative penalties, and other costs or obligations, including reasonable attorneys'
fees and court costs, for which Account may become liable:
a. arising from any acts or omission of Wellmark which constitute a material breach
of an obligation hereunder or which, in the aggregate, constitute a failure on the
part of Wellmark to perform its obligations under this Agreement in accordance
with the provisions of this Agreement; and
b. arising from any allegation of a breach of confidentiality arising out of release of
Confidential Information to Wellmark or a third party at Wellmark's direction or
arising out of any improper use of Confidential Information by Wellmark or such
third party.
7.6 Disclaimer of Warranties; Limitation of Liability. EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, WELLMARK DOES NOT MAKE AND HEREBY
DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, REGARDING ANY OF THE SERVICES WELLMARK
PROVIDES OR ARRANGES TO PROVIDE UNDER THIS AGREEMENT. IN NO EVENT
SHALL ANY PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, OR SPECIAL DAMAGES, LOSS OF DATA OR LOST PROFITS, EVEN IF
THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK
BETWEEN THE PARTIES AS REFLECTED IN THE PRICING HEREUNDER AND IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
ADDITIONAL DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES
REGARDING HEALTH AND CARE MANAGEMENT SERVICES ARE SET FORTH IN
THE HEALTH AND CARE MANAGEMENT SERVICES EXHIBIT.
7.7 Grandfathered Health Plan Disclaimer. Account has the sole obligation to determine the
status of its Plan as either a Grandfathered Health Plan or a Non -Grandfathered Health
Plan.
Wellmark does not make any representation or warranty and Wellmark expressly
disclaims any and all representations or warranties, oral or written, regarding the past,
present, or future Grandfathered Health Plan status of the Plan.
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No federal or state official has determined that this Plan qualifies as a Grandfathered
Health Plan, and to the extent that this Plan is determined to be eligible as a Grandfathered
Health Plan, Wellmark makes no representation or warranty that this status will be retained
during the current Rating Period or any future renewal.
Wellmark is not responsible and shall not be liable for any claims, costs, liabilities, losses,
penalties, damages or other expenses of any kind whatsoever that, directly or indirectly,
arise from or relate to this Plan's past, present and future Grandfathered Health Plan
status, lack thereof, or any changes regarding the Plan's past, present and future
Grandfathered Health Plan status, including, but not limited to, any representation made
by any employee, broker, agent, or independent contractor of Wellmark regarding this
Plan's past, present and future Grandfathered Health Plan status.
7.8 No Testing for Health Plans. Wellmark will not determine whether coverage is
discriminatory or otherwise in violation of Internal Revenue Code Section 105(h).
Wellmark also will not provide any testing for compliance with Internal Revenue Code
Section 105(h) and will not be held liable for any penalties or other losses resulting from
Account offering coverage in violation of Section 105(h).
7.9 Survival. The indemnities set forth in this Article, including any liability of either party to
the other for indemnification shall survive the termination of this Agreement.
ARTICLE 8
TERM AND TERMINATION
8.1 Term of Agreement. This Agreement shall become effective on the Effective Date and
shall continue in force through June 30, 2019 (the "Term"). Certain guarantees and
programs as more fully described in the Exhibits to this Agreement may be modified or
terminated on an earlier date as specified in the applicable Exhibit without termination of
the entire Agreement.
8.2 Renewal Terms. Upon expiration of the Term, this Agreement shall continue in force from
year to year until replaced by a subsequently executed Agreement, or as amended or
terminated as provided in this Agreement. Wellmark shall have the right to change any of
the Administrative Fees or other fees for subsequent Rating Periods (subject to any fee
guarantees set forth on Exhibit "A") or any renewal term upon not less than thirty (30) days
advance written notice. Any such changes shall be reflected on a revised or new Exhibit
"A" issued by Wellmark, to be attached to this Agreement and incorporated by this
reference.
8.3 Termination Notice. Upon expiration of the Term or any renewal term, either party may
terminate this Agreement as of the end of the current Term by giving written notice of
termination delivered to the other party at least sixty (60) days in advance of the effective
date of termination.
8.4 Termination for Nonpayment. Wellmark may terminate this Agreement at any time, upon
ten (10) days written notice to Account, if Account fails to make complete payments,
including late fees, when due in accordance with this Agreement or Wellmark determines
that Account has inadequate funds to make payments required by this Agreement and, in
either case, Account fails to cure such non -payments or cure the inadequacy of funds
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within the ten (10) day notice period. Account is solely responsible for notifying its Plan
Members of the termination of this Agreement for nonpayment or for any other reason.
8.5 Effects of Termination. If Wellmark terminates this Agreement for nonpayment,
Wellmark shall not be required to pay on behalf of Account any Incurred Claims beyond
the effective date of the termination regardless of when services were received and
Wellmark may recoup Paid Claims for which Account has not paid Wellmark.
8.6 Termination and Claims Administration. If, following termination of this Agreement for
reasons other than Account's nonpayment, Incurred Claims with Incurred Dates prior to
the date of termination are submitted to Wellmark in the period specified in the Benefits
Document for timely filing of claims, Wellmark shall pay these claims on behalf of Account
in accordance with this Agreement and submit bills to the Account for the payment of
Claims Paid for a period of twelve (12) months following termination. The bills shall also
include a Network Access Fee amount when the Network Access Fee, shown on Exhibit
"A", is reflected as a percentage of Network Savings or when Account makes retroactive
changes to add or delete a Plan Member from coverage during the Rating Period. The
Account shall pay all bills in accordance with the procedures set forth in Section 4.1.
Wellmark shall not, on behalf of Account, pay Incurred Claims with dates of service
following the date of termination. Unless Account and Wellmark otherwise agree in writing,
Wellmark shall not continue any other services for Account after the effective date of
termination.
8.7 Availability of Records. Upon written request by the Account, Wellmark will make
available to any successor benefit services administrator, designated by the Account,
standard reports and materials in its possession at the time of termination that are
reasonably necessary to continue the administration of the Plan. Wellmark shall provide
such materials in its standard format and Account shall pay a reasonable fee for such
services.
8.8 Survival. Any liability of either party to the other for amounts owed or owing under this
Agreement, unless such amounts are de minimus, shall not be extinguished by the
termination of this Agreement.
ARTICLE 9
BLUE CROSS AND BLUE SHIELD DISCLOSURES AND INTER -PLAN ARRANGEMENTS
9.1 Blue Cross and Blue Shield Disclosure Statement. Account on behalf of itself and its
Members, hereby expressly acknowledges its understanding this Agreement constitutes
a contract solely between Account and Wellmark, which is an independent corporation
operating under licenses from the Blue Cross and Blue Shield Association, an association
of independent Blue Cross and Blue Shield Plans (the "Association"), permitting
Wellmark to use the Blue Cross and Blue Shield Service Marks in the state of Iowa, and
that Wellmark is not contracting as the agent of the Association. Account on behalf of itself
and its Members, further acknowledges and agrees that it has not entered into this
Agreement based upon representations by any person other than Wellmark and that no
person, entity, or organization other than Wellmark shall be accountable or liable to
Account for any of Wellmark's obligations to Account created under this Agreement. This
section shall not create any additional obligations whatsoever on the part of Wellmark
other than those obligations created under other provisions of this Agreement.
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9.2 Account Locations or Members Outside of Iowa. Account understands and agrees that
Wellmark defines a National Account as a company headquartered and located in Iowa
that also has employees in other states whose claims are processed through Inter -Plan
Arrangements. If Account is headquartered in Iowa, any employees or persons associated
with Account are eligible for coverage under the Account's Plan, including those employed
or working at Account locations outside Iowa. If Account is not headquartered in Iowa,
only those employees or individuals associated with the Iowa business locations are
eligible for coverage under the Account's Plan, and coverage will be void for any persons
associated with Account locations outside of Iowa. Eligibility of persons located outside of
Iowa, or associated with Account locations outside of Iowa, is subject to applicable law
and Association guidelines.
9.3 Out -of -Area Services. Wellmark has a variety of relationships with other Blue Cross
and/or Blue Shield Licensees referred to generally as "Inter -Plan Arrangements." These
Inter -Plan Arrangements operate under rules and procedures issued by the Blue Cross
and Blue Shield Association ("Association"). Whenever Members access health care
services outside the geographic area Wellmark serves, the claim for those services may
be processed through one of these Inter -Plan Arrangements. The Inter -Plan
Arrangements are described generally below.
Typically, when accessing care outside the geographic area Wellmark serves, Members
obtain care from health care providers that have a contractual agreement ("participating
providers") with the local Blue Cross and/or Blue Shield Licensee in that other geographic
area ("Host Blue"). In some instances, Members may obtain care from health care
providers in the Host Blue geographic area that do not have a contractual agreement
("nonparticipating providers") with the Host Blue. Wellmark remains responsible for
fulfilling its contractual obligations to Account. Wellmark payment practices in both
instances are described below.
This disclosure describes how claims are administered for Inter -Plan Arrangements and
the fees that are charged in connection with Inter -Plan Arrangements.
a. BlueCard® Program. The BlueCard® Program is an Inter -Plan Arrangement.
Under this Arrangement, when Members access Covered Services within the
geographic area served by a Host Blue, the Host Blue will be responsible for
contracting and handling all interactions with its participating providers. The
financial terms of the BlueCard Program are described generally below.
Member Liability Calculation Method Per Claim. Unless subject to a
fixed dollar copayment, the calculation of the Member liability on claims for
Covered Services processed through the BlueCard Program will be based
on the lower of the participating provider's billed charges for Covered
Services or the negotiated price made available to Wellmark by the Host
Blue.
ii. Account Liability Calculation Method Per Claim. The calculation of
Account's liability on claims for Covered Services processed through the
BlueCard Program will be based on the negotiated price made available to
Wellmark by the Host Blue under the contract between the Host Blue and
the provider. Sometimes, this negotiated price may be greater for a given
service or services than the billed charge in accordance with how the Host
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Blue has negotiated with its participating provider(s) for specific health care
services. In cases where negotiated price exceeds the billed charge,
Account may be liable for the excess amount even when the Member's
deductible has not been satisfied. This excess amount reflects an amount
that may be necessary to secure (a) the provider's participation in the
network and/or (b) the overall discount negotiated by the Host Blue. In such
a case, the entire contracted price is paid to the provider, even when the
contracted price is greater than the billed charge.
Claims Pricing. Host Blues determine a negotiated price, which is
reflected in the terms of each Host Blue's provider contracts. The
negotiated price made available to Wellmark by the Host Blue may be
represented by one of the following:
a) An actual price. An actual price is a negotiated rate of payment in
effect at the time a claim is processed without any other increases
or decreases; or
b) An estimated price. An estimated price is a negotiated rate of
payment in effect at the time a claim is processed, reduced or
increased by a percentage to take into account certain payments
negotiated with the provider and other claim- and non -claim -related
transactions. Such transactions may include, but are not limited to,
anti -fraud and abuse recoveries, provider refunds not applied on a
claim -specific basis, retrospective settlements, and performance -
related bonuses or incentives; or
c) An average price. An average price is a percentage of billed
charges for Covered Services in effect at the time a claim is
processed representing the aggregate payments negotiated by the
Host Blue with all of its health care providers or a similar
classification of its providers and other claim- and non -claim -related
transactions. Such transactions may include the same ones as
noted above for an estimated price.
The Host Blue determines whether it will use an actual, estimated, or
average price. The use of estimated or average pricing may result in a
difference (positive or negative), between the price Account pays on a
specific claim and the actual amount the Host Blue pays to the provider.
However, the BlueCard Program requires that the amount paid by the
Member and Account is a final price; no future price adjustment will result
in increases or decreases to the pricing of past claims.
In some instances federal or state laws or regulations may impose a
surcharge, tax or other fee. If applicable, Wellmark will disclose any such
surcharge, tax or other fee to Account, which will be Account's liability.
Any positive or negative differences in estimated or average pricing are
accounted for through variance accounts maintained by the Host Blue and
incorporated into future claim prices. As a result, the amounts charged to
Account will be adjusted in a following year, as necessary, to account for
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over- or underestimation of the past years' prices. The Host Blue will not
receive compensation from how the estimated price or average price
methods, described above, are calculated. Because all amounts paid are
final, neither positive variance account amounts (funds available to be paid
in the following year), nor negative variance amounts (the funds needed to
be received in the following year), are due to or from Account. If Account
terminates, Account will not receive a refund or charge from the variance
account.
Variance account balances are small amounts relative to the overall paid
claims amounts and will be liquidated over time. The timeframe for their
liquidation depends on variables, including, but not limited to, overall
volume/number of claims processed and variance account balance.
Variance account balances may earn interest. Host Blues may retain
interest earned, if any, on funds held in variance accounts.
iv. BlueCard Program Fees and Compensation. Account understands and
agrees to reimburse Wellmark for certain fees and compensation which
Wellmark is obligated under the BlueCard Program to pay to the Host
Blues, to the Association, and/or to vendors of BlueCard Program -related
services. The specific BlueCard Program fees and compensation that are
charged to Account are set forth in Exhibit "A". BlueCard Program Fees
and compensation may be revised from time to time as described in
subsection f below.
b. Special Cases: Value -Based Programs. Account's Members may access
Covered Services from providers that participate in a Host Blue's Value -Based
Program. Value -Based Programs may be delivered through the BlueCard
Program. These Value -Based Programs may include, but are not limited to,
Accountable Care Organizations, Global Payment/Total Cost of Care
arrangements, Patient Centered Medical Homes, and Shared Savings
arrangements.
Value -Based Programs under the BlueCard Program; Program
Administration. Under Value -Based Programs, a Host Blue may pay
providers for reaching agreed-upon cost/quality goals in the following ways:
retrospective settlements, Provider Incentives, share of target savings,
Care Coordinator Fees and/or other allowed amounts. The Host Blue may
pass these provider payments to Wellmark, which Wellmark will pass
directly on to Account as an amount included in the price of the claim.
When such amounts are included in the price of the claim, the claim may
be billed using one of the following pricing methods, as determined by the
Host Blue:
a) Actual Pricing: The charge to accounts for Value -Based Programs
incentives/Shared Savings settlements is part of the claim. These
charges are passed to Account via an enhanced provider fee
schedule.
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b) Supplemental Factor: The charge to accounts for Value -Based
Programs incentives/Shared Savings settlements is a supplemental
amount that is included in the claim as an amount based on a
specified supplemental factor (e.g., a small percentage increase in
the claim amount). The supplemental factor may be adjusted from
time to time.
The amounts used to calculate the supplemental factors for estimated
pricing are fixed amounts that are estimated to be necessary to finance the
cost of a particular Value -Based Program. Because amounts are
estimates, there may be positive or negative differences based on actual
experience and such differences will be accounted for in a variance
account maintained by the Host Blue (in the same manner as described in
the BlueCard claim pricing section above) until the end of the applicable
Value -Based Program payment and/or reconciliation measurement period.
The amounts needed to fund a Value -Based Program may be changed
before the end of the measurement period if it is determined that amounts
being collected are projected to exceed the amount necessary to fund the
programs or if they are projected to be insufficient to fund the program.
At the end of the Value -Based Program payment and/or reconciliation
measurement period for these arrangements, Host Blues will take one of
the following actions:
a) Use any surplus in funds in the variance account to fund Value -
Based Program payments or reconciliation amounts in the next
measurement period.
b) Address any deficit in funds in the variance account through the
reconciliation billing amount for the next measurement period.
The Host Blue will not receive compensation resulting from how estimated
or average price methods, described above, are calculated. If Account
terminates, Account will not receive a refund or charge from the variance
account. This is because any resulting surpluses or deficits would be
eventually exhausted through prospective adjustment to the settlement
billings in the case of Value -Based Programs. The measurement period for
determining these surpluses or deficits may differ from the term of this
Ag reement.
Variance account balances are small amounts relative to the overall paid
claims amounts and will be liquidated over time. The timeframe for their
liquidation depends on variables, including, but not limited to, overall
volume/number of claims processed and variance account balance.
Variance account balances may earn interest. Host Blues may retain
interest earned on funds held in variance accounts.
Note: Members will not bear any portion of the cost of Value -Based
Programs except when a Host Blue uses either average pricing or actual
pricing to pay providers under Value -Based Programs.
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ii. Care Coordinator Fees. Host Blues may also bill Wellmark for Care
Coordinator Fees for provider services which Wellmark will pass on to
Account as follows:
Individual claim billings through applicable care coordination codes from
the most current edition of either Current Procedural Terminology (CPT)
published by the American Medical Association (AMA) or Healthcare
Common Procedure Coding System (HCPCS) published by the Centers for
Medicare and Medicaid Services (CMS).
As part of this Agreement, Wellmark and Account will not impose Member
cost sharing for Care Coordinator Fees.
c. Return of Overpayments. Recoveries of overpayments from a Host Blue or its
participating providers can arise in several ways including, but not limited to, anti-
fraud and abuse recoveries, health care provider/hospital bill audits, credit balance
audits, utilization review refunds, and unsolicited refunds. Recoveries will be
applied in general, on either a claim -by -claim or prospective basis. If recovery
amounts are passed on a claim -by -claim basis from a Host Blue to Wellmark they
will be credited to Account. In some cases, the Host Blue will engage a third party
to assist in identification or collection of overpayments. The fees of such a third
party may be charged to Account as a percentage of the recovery.
d. Nonparticipating Providers Outside Wellmark's Service Area.
i. Member Liability Calculation.
a) In General. When Covered Services are provided outside of
Wellmark's service area by nonparticipating providers, the
amount(s) a Member pays for such services will be based on either
the Host Blue's nonparticipating 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 nonparticipating provider bills and the
payment Wellmark will make for the Covered Services as set forth
in this paragraph. Payments for out -of -network emergency services
will be governed by applicable federal and state law.
b) Exceptions. In some exception cases, Wellmark may pay claims
from nonparticipating providers for Covered Services outside of
Wellmark's service area based on the provider's billed charge. This
may occur in situations where a Member did not have reasonable
access to a participating provider, as determined by Wellmark or by
applicable law. In other exception cases, Wellmark may pay such
claims based on the payment Wellmark would make if Wellmark
were paying a nonparticipating provider inside of Wellmark's
service area. This may occur where the Host Blue's corresponding
payment would be more than Wellmark's in-service area
nonparticipating provider payment. Wellmark may choose to
negotiate a payment with such a provider on an exception basis.
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Unless otherwise stated, in any of these exception situations, the
Member may be responsible for the difference between the amount
that the nonparticipating provider bills and the payment Wellmark
will make for the Covered Services as set forth in this paragraph.
ii. Fees and Compensation. Account understands and agrees to reimburse
Wellmark for certain fees and compensation which Wellmark is obligated
under applicable Inter -Plan Arrangement requirements to pay to the Host
Blues, to the Association, and/or to vendors of Inter -Plan Arrangement -
related services. The specific fees and compensation that are charged to
Account are set forth in Exhibit "A". Fees and compensation under
applicable Inter -Plan Arrangements may be revised from time to time as
provided for in subsection f below.
e. Blue Cross Blue Shield GlobalTM Core.
General Information. If Members are outside the United States, the
Commonwealth of Puerto Rico, and the U.S. Virgin Islands (hereinafter:
"BlueCard service area"), they may be able to take advantage of the Blue
Cross Blue Shield Global Core when accessing Covered Services. The
Blue Cross Blue Shield Global Core is not served by a Host Blue.
Inpatient Services. In most cases, if Members contact the Blue Cross Blue
Shield Global Core Service Center for assistance, hospitals will not require
Members to pay for covered inpatient services, except for their cost -share
amounts. In such cases, the hospital will submit Member claims to the Blue
Cross Blue Shield Global Core Service Center to initiate claims processing.
However, if the Member paid in full at the time of service, the Member must
submit a claim to obtain reimbursement for Covered Services. Members
must contact Wellmark to obtain precertification for non -emergency
inpatient services.
ii. Blue Cross Blue Shield Global Core Related Fees. Account understands
and agrees to reimburse Wellmark for certain fees and compensation which
Wellmark is obligated under applicable Inter -Plan Arrangement
requirements to pay to the Host Blues, to the Association, and/or to vendors
of Inter -Plan Arrangement -related services. The specific fees and
compensation that are charged to Account under the Blue Cross Blue
Shield Global Core are set forth in Exhibit "A". Fees and compensation
under applicable Inter -Plan Arrangements may be revised from time to time
as provided for in subsection f below.
IA WBCBSI LG SF 26 Version: 11/16
f. Modifications or Changes to Inter -Plan Arrangement Fees or Compensation.
Modifications or changes to Inter -Plan Arrangement fees are generally made
effective January 1 of the calendar year but they may occur at any time during the
year. In the case of any such modifications or changes, Wellmark shall provide
Account with at least thirty (30) days' advance written notice of any modification or
change to such Inter -Plan Arrangement fees or compensation describing the
change and the effective date thereof and Account's right to terminate this
Agreement without penalty by giving written notice of termination before the
effective date of the change. If Account fails to respond to the notice and does not
terminate this Agreement during the notice period, Account will be deemed to have
approved the proposed changes, and Wellmark will then allow such modifications
to become part of this Agreement.
ARTICLE 10
MISCELLANEOUS
10.1 Change of Agreement. If Account makes changes in the Plan or Benefits Document,
Account shall give Wellmark sufficient advance notice of such changes. If Account makes
any material changes in the Plan, or if material changes are required by law, including the
addition or deletion of benefits, a material change in group composition or membership or
eligibility requirements, such as a change in the number of eligible or enrolled individuals
of ten percent (10%) or more, percentage of individuals enrolled, types of coverage
offered, business entities covered, or offerings of other health insurers' coverage to eligible
individuals, Wellmark shall have the right at its option to amend this Agreement, including
an adjustment to the financial terms shown on Exhibit "A", or to terminate this Agreement
in accordance with Section 8.3.
10.2 Iowa Code Chapter 509A Compliance; No Actuarial Certification. Nothing contained
in this Agreement or on Exhibit "A" shall be construed or considered to be an actuarial
opinion or certification by Wellmark in connection with Iowa Code Chapter 509A regarding
the adequacy of reserves, rates, or financial condition of Account or the Plan. Account is
solely responsible for compliance with all provisions of Iowa Code Chapter 509A and
implementing regulations and, if applicable, is responsible for reporting any paid losses
for the Account's self-funded operation of the Plan, as required by Iowa Code Section
513C.10, and for paying any assessment related to those paid losses.
10.3 Use of Trademarks and Names. Wellmark and Account reserve the right to control the
use of their respective corporate names and any other respective symbols, assumed
names, trademarks, and service marks, presently existing or subsequently established.
Wellmark and Account agree not to use the corporate name, symbol, assumed names,
trademarks, or service marks of the other in advertising, promotional materials, or
otherwise without the prior written consent of the other. Any previously approved usage
shall cease immediately upon the termination of this Agreement and any materials using
such names or marks are the property of the appropriate namesake and shall be returned
to the appropriate property owner upon request or at the termination of this Agreement.
10.4 Complete Agreement; Amendments. The parties agree that this Agreement, including,
without limitation, any Exhibits or amendments hereto, applicable Business Associate
Agreement, the Health and Care Management Services Exhibit, and COBRA
Administrative Services Agreement or Addendum, if any, constitute the complete and
exclusive agreement and statement of the relationship between the parties with regard to
IA WBCBSI LG SF 27 Version: 11/16
the subject matter of this Agreement and supersedes all related discussions,
understandings, proposals, exhibits, amendments, prior and concurrent agreements,
representations and warranties, whether oral or written, and any other communications
between the parties in regard to the subject matter hereof. This Agreement, including,
without limitation, any Exhibits hereto, may be amended from time to time by the parties.
Any amendment to this Agreement, or change, modification, or waiver of any of the terms
or provisions of this Agreement shall be effective only when made in writing and signed
by an authorized representative of each party and delivered in accordance with Section
10.11. This Agreement shall take precedence over any other documents that may be in
conflict with it.
Notwithstanding the foregoing, if this Agreement supersedes a prior Agreement, health
services with an Incurred Date prior to the Effective Date of this Agreement shall be
processed pursuant to the terms of the applicable superseded Agreement.
10.5 Force Majeure. The parties to this Agreement shall be excused from any performance
under this Agreement, other than payment of amounts due, for any period and to the extent
they are delayed, restricted, or prevented from performing under this Agreement as a
result of an act of God, war, civil disturbance, court order, labor dispute, act of terrorism,
or other cause beyond their reasonable control.
10.6 Limitation of Action. Notwithstanding Sections 5.6, 7.9, and 8.8, no legal or equitable
action or claim, may be brought against Wellmark for an action or claim arising under or
relating to this Agreement more than three (3) years after the cause of action arose.
10.7 Assignment. The Agreement shall be binding on the parties and their respective
successors and permitted assigns. Neither party may assign this Agreement to any third
party, in whole or in part, without the prior written consent of the other; provided, however,
Wellmark may assign this Agreement, in whole or in part, to any entity that controls, is
controlled by, or is under common control with Wellmark. Further, Wellmark may, in its
sole and unfettered discretion, contract with a third party to perform some Administrative
Services or other of Wellmark's duties under this Agreement, including, without limitation,
the subrogation recovery services for Claims Paid. To the extent Wellmark contracts with
a third party to perform any such services or duties, the term "Wellmark" as used in this
Agreement shall be deemed to include the contracted third party, as the context so
requires.
10.8 Waiver. The failure of any party to enforce any terms or provisions of the Agreement shall
not be deemed or construed to be a waiver of the enforceability of such provision.
Similarly, the failure to enforce any remedy arising from a default under the terms of the
Agreement shall not be deemed or construed to be a waiver of such default. Any waiver
of any provision of this Agreement, and any consent to any departure from the terms of
any provision of this Agreement, shall be effective only in the specific instance and for the
specific purpose for which made or given.
10.9 Nature of Relationship; Authority of Parties. Nothing contained in this Agreement and
no action taken or omitted to be taken by Account or Wellmark pursuant hereto shall be
deemed to constitute Account and Wellmark a partnership, an association, a joint venture
or other entity whatsoever. Wellmark shall at all times be acting as an independent
contractor under this Agreement. No party has the authority to bind the other in any respect
whatsoever.
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10.10 No Third -Party Beneficiaries. This Agreement is for the benefit of Account and Wellmark
and not for any other person. It shall not create any legal relationship between Wellmark
and any employee, Member, or any other party claiming any right, whether legal or
equitable, under the terms of this Agreement or of the Plan.
10.11 Notices and Communication. The parties shall be entitled to rely upon any
communication or notice from the other in connection with this Agreement to be genuine,
truthful, and accurate, and to have been authorized, signed, or issued by an officer or
agent of such entity empowered to make such representation on behalf of the entity.
Any notice required or permitted to be given under this Agreement shall be in writing and
shall be deemed given when delivered personally, placed in the U.S. mail (postage
prepaid), delivered to a recognized courier service for delivery (delivery charges prepaid),
or sent by electronic means and addressed to the last address furnished in writing. Until
another address is furnished in writing, notice to Account may be addressed to the address
shown on Exhibit "A" attached to this Agreement.
Notice to Wellmark may be addressed:
Wellmark Blue Cross and Blue Shield of Iowa
Attention: Procurement and Contracts
1331 Grand Avenue
Des Moines, Iowa 50309-2901
10.12 State of Issue; Applicable Law; Venue; and Waiver of Jury Trial. This Agreement is
issued and delivered in the state of Iowa and is performed in Des Moines, Iowa. To the
extent not superseded by the laws of the United States and without regard to any conflict
of law rule, this Agreement shall be construed in accordance with and governed by the
laws of the state of Iowa. Any action in regard to this Agreement or arising out of the terms
of this Agreement shall be instituted and litigated in the Iowa District Court or the United
States District Court located in Des Moines, Polk County, Iowa and no other. ACCOUNT
AND WELLMARK WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO AND IN
ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM, DEMAND OR OTHER
MATTER WHATSOEVER ARISING OUT OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first
stated above.
City of Dubuque, Iowa Wellmark, Inc., doing business as
Wellmark Blue Cross and Blue Shield of Iowa
By: By:
Michael C. Milligen
City Manager
David S. Brown
Executive Vice President, Chief Financial Officer
and Treasurer
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Wellmark Blue Cross and Blue Shield of Iowa
Administrative Services Agreement
Exhibit A
Administrative Fees, Network Access Fees, Other Fees
Account Full Legal Name and Legal Address:
City of Dubuque, Iowa
50 West 13th St
Dubuque, IA 52001
Benefit Plan(s) Administered By:
Wellmark Blue Cross and Blue Shield of Iowa
Rating Period:
The Rating Period begins on 7/01/2017 and ends on 6/30/2018.
Plan Year:
The Plan Year begins on 07/01 and ends on 06/30.
Administrative Fee:
Health: $34.99 per Plan Member per month based on active Plan Members on
last day of billing month (subject to limitations listed under Billing
and Payment Method below).
The Administration Fee for the renewal rating periods 07/01/2018 - 06/30/2019 will increase no more than
0% over the previous year's renewal rating period Administration Fee (2018) and no more than 5% over the
previous year's renewal rating period Administration Fee (2019). This guarantee is effective for the rating
periods listed above. This guarantee does not apply to any other components such as network access fee,
operating margin, reinsurance fees (individual and/or aggregate), or vendor fees. This is not an exhaustive
list and other components may be added to this list from time to time as determined by Wellmark at its sole
discretion. This guarantee is contingent upon the enrollment not fluctuating more than 10% from enrollment
assumptions and the parties entering into a new Administrative Services Agreement mutually agreeable to
the parties.
Network Access Fee:
$6.95 per Plan Member per month based on active Plan Members on
last day of billing month (subject to limitations listed under Billing
and Payment Method below).
External Review:
External review fees for Independent Review Organizations (IROs), if applicable, will be on a per case
or per external review basis and all such fees attributable to Members under the Plan shall be billed to
Account in the amount billed to Wellmark by the IRO.
Subrogation Vendor Fees:
The subrogation recovery vendor(s) retain a service fee calculated as a percentage of the recovered
amount after deductions for attorneys' fees and costs. For subrogation cases initiated on or after July 1,
2016, the subrogation recovery vendor's service fee is 19.5% of the recovered amount. This fee is
subject to change. The final recovered amount received from the vendor is credited to Account.
Wellmark's agreement with the subrogation recovery vendor may from time to time allow for the
application of no vendor service fees to amounts recovered during that period of time. Any subrogation
recovery amount obtained by the vendor on behalf of the Account during that time period will be provided
to Account without application of the vendor service fee.
Page 1 of 2 A51
Wellmark Blue Cross and Blue Shield of Iowa
Administrative Services Agreement
Exhibit A
Administrative Fees, Network Access Fees, Other Fees
Account Full Legal Name and Legal Address:
City of Dubuque, Iowa
50 West 13th St
Dubuque, IA 52001
BlueCard Program -related Fees:
All BlueCard Program -related fees, including any Access Fees paid to Host Blues and Administrative
Expense Allowance ("AEA") Fee, are included in Wellmark's general Administrative Fee. Wellmark has
elected to not separately charge any Inter -Plan Arrangement -related fees to Account. The general
Administrative Fee encompasses fees Wellmark charges to Account for administering Account's benefit
plan. Fees may include both local and Inter -Plan fees. Other BlueCard Program -related fees included in
the general Administrative Fee include the Central Financial Agency Fee, ITS Transaction Fee, Toll -Free
Number Fee, PPO Provider Directory Fee, and the Blue Cross Blue Shield Global Coverage Fees, if
applicable.
Billing and Payment Method:
Wellmark shall notify Account weekly of the total Claims Paid amount for the week. Account shall
make payment to Wellmark within forty-eight hours of receipt of the notification. Wellmark shall bill
Account monthly for Claims Paid (if any), Administrative Fee, other fees, and reflect the
payments/credits received.
Limitations: Any adjustments to Administrative Fee, Network Access Fee, and other fees due to
membership or eligibility changes shall be reflected on the billing for the month in which the
membership or eligibility change is made and shall be limited to a period of three (3) months prior to
the date Wellmark processes the Member eligibility change.
Exhibit A Issue Date: 6/22/2017
Page 2 of 2 A51
HEALTH AND CARE MANAGEMENT SERVICES EXHIBIT
THIS EXHIBIT ("Exhibit") is attached to and constitutes a part of the Administrative Services
Agreement by and between Wellmark and Account (the "Administrative Services Agreement"). Any
capitalized term not otherwise defined herein shall have the meaning ascribed to it in the Administrative
Services Agreement.
I. RECITALS
A. Pursuant to the Administrative Services Agreement, Wellmark provides certain claims
administration, enrollment, and health and care management services for Account.
B. Wellmark delivers these various health and care management services described in Section II of
this Exhibit ("Health and Care Management Services") to Wellmark's Members and other eligible
individuals, either directly or through agreements with third -party vendors (the "Vendors") (each, a
"Vendor Agreement").
C. Account desires to obtain, and Wellmark desires to provide, Health and Care Management Services
all as further described herein.
II. SERVICES
Wellmark may, at its sole discretion, make certain Health and Care Management Services available to
Account, the cost for which is included in the Administrative Fee. Wellmark may, at its sole discretion,
make certain other Health and Care Management Services available for Account's purchase at a fee in
addition to the Administrative Fee. Account has signified which Health and Care Management Services it
wishes to purchase and such services and fees are stated in Exhibit "A", Administrative Fees, Network
Access Fees, Other Fees, to the Administrative Services Agreement. In consideration of the Health and
Care Management Services to be received by Account from Wellmark, Account shall pay to Wellmark the
fees, if any, set forth on Exhibit "A" to the Administrative Services Agreement. Account acknowledges
the fees may change from time to time.
BEWELL 24/7. BeWell 24/7 is generally comprised of a dedicated toll-free telephone number, available
twenty four hours per day, seven days per week, three hundred sixty-five days per year, that will be staffed
by a registered nurse, licensed practical nurse or non -nurse personnel, who assist Members by providing
information, education, decision-making assistance, advocacy and help in navigating the health care
system.
ADVANCED CARE MANAGEMENT. Advanced Care Management is generally comprised of
individualized coaching and support to Members with severe or complex conditions.
WELLNESS SERVICES. If Account's election includes Wellness Services, which may include any of
the following: Online Wellness Center and Wellness Assessment; Paper Wellness Assessment; Telephonic
Health Coaching; Wellness Screenings (biometrics); Tobacco Cessation Coaching; Wellness Challenges;
Health Program Referrals; or Debit Card Redemption, the following provision applies: Wellness Services
are designed to help Members reduce lifestyle -related health risk factors and develop healthy behaviors.
Wellness Services include assessments and behavior change tools meant to help individuals improve health,
increase productivity, and decrease absenteeism.
CONDITION SUPPORT. If Account's election includes Condition Support, which may include any of
the following: Asthma, Coronary Artery Disease ("CAD"), or Diabetes Condition Support Services, the
following provision applies: Condition Support Services are generally comprised of the identification of
Health and Care Management Services Exhibit — SF Version: 01/01/2017
1
Members with conditions that require significant self-care and the rendering of support through coordinated
interventions and communications.
PREGNANCY SUPPORT. If Account's election includes Pregnancy Support ("Pregnancy Support"),
the following provision applies: Pregnancy Support offers maternity education and personal support for
pregnant women, and assesses and identifies at -risk or high-risk pregnancies. The goal is for participants
to better understand and make medical and lifestyle choices that reduce the incidence of pre -term deliveries,
low birth -weight babies, and other pregnancy -related complications. Participants receive educational
materials and telephone -based counseling with a registered nurse during pregnancy and up to six weeks
postpartum.
WELLNESS CONSULTING SERVICES. If Account elects Wellness Consulting Services
("Consulting Services"), which may include any of the following: Workplace Assessment; Wellness
Communication Strategy; Wellness Committee Development; Vending and Cafeteria Audit; Employer
Wellness Incentive Design; Employer Wellness Dashboard and Metrics; Community Based Vendor
Selection; Worksite Policy and Practice Review; Wellness Certification/Accreditation; or Worksite
Wellness Consulting, the following provision applies: Consulting Services are generally comprised of
assisting employers with creating wellness programs at their worksites.
TERMS AND CONDITIONS
1. Term and Termination. This Exhibit
shall cover the Health and Care Management
Services provided to Account as set forth in
Exhibit "A" to the Administrative Services
Agreement, effective as of the effective date set
forth therein.
1.1 Wellmark may terminate this Exhibit or
any Health and Care Management Services
immediately by written notice to Account upon
the termination or expiration of the
Administrative Services Agreement or any
Vendor Agreement or any attachment thereunder.
1.2 Wellmark may, at any time, in its
discretion, terminate this Exhibit in the event of
Account's failure to pay when due the fees and
other amounts payable to Wellmark under this
Exhibit, where such failure is not cured within ten
(10) days following Wellmark's written notice to
Account specifying such failure.
1.3 This Exhibit may be terminated by
Wellmark or by Account at any time, with or
without cause, for any reason or no reason,
effective thirty (30) days following the
terminating party giving written notice to the
other party of its intent to terminate this Exhibit.
2. Representations and Warranties of
Account. Account hereby represents and
warrants to Wellmark as follows:
2.1 In the performance of its obligations under
this Exhibit, Account shall comply with all
applicable federal, state or local laws and
regulations, including, without limitation,
HIPAA, the Health Information Technology for
Economic and Clinical Health Act, as
incorporated in the American Recovery and
Reinvestment Act of 2009, the Americans with
Disabilities Act, as amended by the Americans
with Disabilities Amendments Act, the Genetic
Information Non -Discrimination Act, and laws
and regulations regarding maintenance and
confidentiality of health, financial and other
information and records, and will only access, use
and disclose health, financial and other
information and records in accordance with all
applicable laws.
2.2 Account will not describe, discuss or
promote the web portal used in connection with
the Health and Care Management Services (the
"Web Portal") in any way that is inconsistent
with, or would add to, the terms and conditions of
use set forth on the Web Portal.
Health and Care Management Services Exhibit — SF Version: 01/01/2017
2
3. Performance Level Specifications.
Wellmark may provide or the Vendor
Agreements may contain certain performance
guarantees obligating Wellmark or its Vendors to
meet the attributes of performance that the Health
and Care Management Services shall achieve, all
as set forth in detail in the respective Vendor
Agreement or performance level guarantee
schedule, if applicable (the "Performance Level
Specifications" or "PLS"). If a Vendor does not
achieve a specific PLS, pursuant to that Vendor
Agreement, Wellmark shall be entitled to
reimbursement of a specified percentage of the
fees relating to the Health and Care Management
Service at issue that are earned by that Vendor
under the Vendor Agreement (the "PLS Fees").
To be eligible to receive its pro -rata share of PLS
Fees, Account must (i) have purchased the
relevant Health and Care Management Service
for all 12 months of the relevant program year,
and (ii) remain a customer of Wellmark through
the date Wellmark receives PLS Fees for the
applicable time period from its Vendors. Account
will not receive any PLS Fees for any Health and
Care Management Services it did not purchase
and Account will not receive PLS Fees for any
Consulting Services purchased hereunder.
4. Ownership of Health and Care
Management Services. The Health and Care
Management Services and their content are
proprietary to Wellmark, the Vendors and their
respective affiliates or suppliers, as the case may
be. Except as expressly set forth in this Exhibit,
the Health and Care Management Services may
not be duplicated, modified, reproduced, or used
for the benefit of any third party. Account
acknowledges and agrees that it does not now
own, nor by virtue of this Exhibit or the Health
and Care Management Services rendered
hereunder shall it acquire, any right, title or
interest in or to the Health and Care Management
Services or the intellectual property underlying
such Health and Care Management Services,
including, without limitation, educational
materials, software, source code, hardware,
technology, content, infoiuiation, know how,
forms, policies, procedures, manuals,
specifications, service models, and designs, or
any confidential information belonging to
Wellmark or the Vendors or their respective
Health and Care Management Services Exhibit — SF
3
affiliates or suppliers, and that all such right, title
and interest is and shall remain owned by
Wellmark, Vendors, or their respective affiliates
or suppliers, as applicable.
5. Changes in Law and Regulations.
Notwithstanding any other provision of this
Exhibit, if any federal, state or local
governmental agency or court of competent
jurisdiction passes, issues, interprets or
promulgates any law, rule, regulation, standard,
decision or interpretation (collectively, an "Act")
at any time while this Exhibit is in effect that
prohibits the performance of, or materially
enlarges, Wellmark's obligations hereunder, or
otherwise impairs, restricts, limits or otherwise
materially and adversely affects Wellmark's
rights, benefits, or obligations hereunder,
Wellmark may give Account notice of intent to
amend this Exhibit to the reasonable satisfaction
of Wellmark in order to comply with any such
Act.
6. Disclaimer of Warranties; Limitation of
Liability. THE HEALTH AND CARE
MANAGEMENT SERVICES ARE
EDUCATIONAL AND INFORMATIONAL
TOOLS ONLY AND DO NOT CONSTITUTE
CLINICAL SERVICES. EXCEPT AS
EXPRESSLY SET FORTH IN THIS EXHIBIT,
WELLMARK DOES NOT MAKE AND
HEREBY DISCLAIMS ANY
REPRESENTATION OR WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED,
INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, REGARDING THE
HEALTH AND CARE MANAGEMENT
SERVICES, THEIR ABILITY TO REDUCE
COSTS OR IMPROVE OUTCOMES.
WELLMARK IS NOT RESPONSIBLE FOR
DATA INACCURACIES IN THE SOURCE
DATA PROVIDED BY ACCOUNT OR
MEMBERS. IN NO EVENT SHALL
WELLMARK BE LIABLE FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, OR SPECIAL DAMAGES, LOSS
OF DATA OR LOST PROFITS, EVEN IF
WELLMARK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
WELLMARK' S AGGREGATE MONETARY
Version: 01/01/2017
LIABILITY TO ACCOUNT OR ITS
MEMBERS OR AFFILIATES UNDER THIS
EXHIBIT AND WITH RESPECT TO THE
HEALTH AND CARE MANAGEMENT
SERVICES FURNISHED HEREUNDER
(WHETHER UNDER CONTRACT, TORT, OR
ANY OTHER THEORY OF LAW OR
EQUITY) SHALL NOT EXCEED, UNDER
ANY CIRCUMSTANCES, THE FEES PAID
BY ACCOUNT TO WELLMARK FOR THE
HEALTH AND CARE MANAGEMENT
SERVICES UNDER THIS EXHIBIT DURING
THE ONE (1) YEAR PERIOD PRECEDING
THE CLAIM, LESS THE AMOUNT OF ANY
PLS FEES REIMBURSED TO ACCOUNT
DURING THAT TIME. THE FOREGOING
LIMITATION OF LIABILITY REPRESENTS
THE ALLOCATION OF RISK BETWEEN THE
PARTIES AS REFLECTED IN THE PRICING
HEREUNDER AND IS AN ESSENTIAL
ELEMENT OF THE BASIS OF THE BARGAIN
BETWEEN THE PARTIES.
HEALTH INFORMATION PROVIDED BY
WELLMARK OR THROUGH ITS VENDORS
OR THEIR AFFILIATES IS BASED ON
MEDICAL LITERATURE. HOWEVER, USE
OF SUCH INFORMATION IS NOT
INTENDED TO REPLACE PROFESSIONAL
MEDICAL ADVICE AND CARE FROM A
HEALTH CARE PROFESSIONAL. THE
HEALTH INFORMATION IS INTENDED TO
HELP PEOPLE MAKE BETTER HEALTH
CARE DECISIONS AND TAKE GREATER
RESPONSIBILITY FOR THEIR OWN
HEALTH, BUT MAY NOT RESULT IN
ACTUAL ACHIEVEMENT OF THESE
GOALS. ACCOUNT EXPRESSLY
ACKNOWLEDGES AND AGREES THAT
WELLMARK IS NOT RESPONSIBLE FOR
THE RESULTS OF ITS MEMBERS' USE OF
SUCH INFORMATION, INCLUDING, BUT
NOT LIMITED TO, MEMBERS CHOOSING
TO SEEK OR NOT TO SEEK PROFESSIONAL
MEDICAL CARE, EMERGENCY CARE, OR
MEMBERS CHOOSING OR NOT CHOOSING
SPECIFIC TREATMENT.
Health and Care Management Services Exhibit — SF Version: 01/01/2017
4
1.
City of Dubuque Insurance Requirements for Professional Services
INSURANCE SCHEDULE J
Wellrnarlc Blue Cross and Blue Shield of Iowa
shall furnish a signed certificate of Insurance to the City of Dubuque, Iowa for
the coverage required in Exhibit I prior to commencing work and at the end of the project if the
term of work is longer than 60 days, Contractors presenting annual certificates shall present a
certificate at the end of each protect with the final billing. Each certificate shall be prepared on
the most current ACORD form approved by the Iowa Department of Insurance or an equivalent
approved by the Finance Director. Each certificate shall include a statement under Description of
Operations as to why the certificate was Issued. Eg: Project # or Project Location at
or construction of
2. All policies of Insurance required hereunder shall be with an insurer authorized to do business In
Iowa and all Insurers shall have a rating of A or better in the current A.M. Best's Rating Guide,
3. Each certificate shall be furnished to the Personnel Department of the City of Dubuque.
4. Failure to provide coverage required by this Insurance Schedule shall not be deemed a waiver of
these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance
shall be considered a material breach of this agreement.
Contractors shall require all subconsultants and sub-subconsultants to obtain and maintain during
the performance of work Insurance for the coverages described In this Insurance Schedule and
shall obtain certificates of insurances from all such subconsultants and sub-subconsultants,
Contractors agree that they shall be liable for the failure of a subconsultant and sub-
subconsultant to obtain and maintain such coverages. The City may request a copy of such
certificates from the Contractor.
6. All required endorsements shall be attached to certificate of insurance.
7. Whenever a specific ISO form is listed, required the current edition of the form must be used, or
an equivalent form may be substituted If approved by the Finance Director and subject to the
contractor identifying and listing In writing all deviations and exclusions from the ISO form.
8. Contractors shall be required to carry the minimum coverage/Ilmlts, or greater If required by law
or other legal agreement, In Exhibit I. If the contractor's limits of liability are higher than the
required minimum limits then the provider's limits shall be this agreement's required limits,
Page 1 of 4 Schedule J Professional Services July 2017
City of Dubuque Insurance Requirements for Professional Services
INSURANCE SCHEDULE J (continued)
Exhibit I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products -Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
Fire Damage Limit (any one occurrence) $50,000
Medical Payments $5,000
1) Coverage shall be written on an occurrence, not claims made, form. The general
liability coverage shall be written in accord with ISO form CO0001 or business
owners form BP0002. All deviations from the standard ISO commercial general
liability form CG 0001, or business owners form BP 0002, shall be clearly
identified.
2) Include ISO endorsement form CG 25 04 "Designated Location(s) General
Aggregate Limit" or CG 25 03 "Designated Construction Project (s) General
Aggregate Limit" as appropriate.
3) Include endorsement indicating that coverage is primary and non-contributory.
4) Include Preservation of Governmental Immunities Endorsement. (Sample
attached).
5) Include an endorsement that deletes any fellow employee exclusion.
6) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities and
their board members, employees and volunteers. Use ISO form CG 2026.
7) Policy shall include Waiver of Right to Recover from Others endorsement.
B) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
C) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory benefits covering all employees injured on the job by accident or disease as
prescribed by Iowa Code Chapter 85 as amended.
Coverage A
Coverage B
Statutory—State of Iowa
Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Nonelection of Workers' Compensation or Employers' Liability Coverage under Iowa
Code sec. 87.22
yes form attached
Page 2 of 4 Schedule J Professional Services July 2017
City of Dubuque Insurance Requirements for Professional Services
INSURANCE SCHEDULE J (continued)
D) UMBRELLA/EXCESS LIABILITY $1,000,000
Umbrella/excess liability coverage must be at least following form with the underlying
policies Included herein,
E) PROFESSIONAL LIABILITY $1,000,000
Provide evidence of coverage for 5 years after completion of protect,
F) CYBER LIABILITY $1,000,000
X yes no
Coverage for First and Third Party liability Including but not limited to lost data and
restoration, loss of income and cyber breach of Information.
Page 3 of 4 Schedule J Professional Services July 2017
City of Dubuque Insurance Requirements for Professional Services
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase
of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any
of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa
Section 670.4 as it is now exists and as it may be amended from time to time.
2. Claims Coveraae. The insurer further agrees that this policy of insurance shall cover only those
claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it
now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa
Section 670.4 shall be covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting
any defense of governmental immunity, and may do so at any time and shall do so upon the timely written
request of the insurer.
4. Non -Denial of Coveraae. The insurer shall not deny coverage under this policy and the insurer
shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for
reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of
the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa.
No Other Chanae in Policy. The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
C
(DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES)
Page 4 of 4 Schedule J Professional Services July 2017