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Wellmark Blue Cross and Blue Shield of Iowa - Revised Administrative Services AgreementCopyrighted November 6, 2017 City of Dubuque Consent Items # 21. ITEM TITLE: Wellmark Blue Cross and Blue Shield of Iowa - Revised Administrative Services Agreement SUMMARY: City Manager recommending approval of a revised Administrative Services Agreement with Wellmark Blue Cross and Blue Shield of Iowa to include a reference to Insurance Schedule J, which specifies the City's insurance requirements for professional services. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Wellmark Revised Administrative Services Agreement - MVM Memo Staff Memo Administrative Services Agreement Insurance Schedule J Type City Manager Memo Staff Memo Supporting Documentation Supporting Documentation THE CITY OF Masterpiece on the Mississippi Dubuque uFAwI p4 ',TUNA VA, �111F 2007.2012 2013.2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Revised Administrative Services Agreement — Wellmark Blue Cross and Blue Shield of Iowa DATE: October 29, 2017 The Administrative Services Agreement with Wellmark Blue Cross and Blue Shield of Iowa was approved at the October 16, 2017 City Council meeting. Personnel Manager Randy Peck recommends City Council approval of a revised Administrative Services Agreement with Wellmark Blue Cross and Blue Shield of Iowa to include a reference to Insurance Schedule J, which specifies the City's insurance requirements for professional services. 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 Dubuque [i12 Masterpiece onthe Mississippi 2Fid7:22017 TO: Michael C. Van Milligen, City Manag r J FROM: Randy Peck, Personnel Manager SUBJECT: Revised Administrative Services Agreement — Wellmark Blue Cross and Blue Shield of Iowa DATE: October 20, 2017 The Administrative Services Agreement with Wellmark Blue Cross and Blue Shield of Iowa was approved at the October 16, 2017 City Council meeting. Wellmark has modified the Administrative Service Agreement to include a reference to Insurance Schedule J which specifies the City's insurance requirements for professional services. The attached Administrative Services Agreement includes the reference to Insurance Schedule J. The reference is on page 2, paragraph 1.5. 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 Wellmark. Iowa WeIIn ark Blue Cross and Blue Shield of Iowa 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: ARTICLE 1 AGREEMENT DEFINITIONS 1.1 "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. IA WBCBSI LG SF 1 Version: 11/16 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. IA WBCBSI LG SF 2 Version: 11/16 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 IA WBCBSI LG SF 7 Version: 11/16 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 loss 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- IA WBCBSI LG SF 8 Version: 11/16 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 IA WBCBSI LG SF 9 Version: 11/16 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 IA WBCBSI LG SF 10 Version: 11/16 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 loss 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, IA WBCBSI LG SF 11 Version: 11 /16 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 IA WBCBSI LG SF 12 Version: 11/16 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 IA WBCBSI LG SF 13 Version: 11/16 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. IA WBCBSI LG SF 14 Version: 11/16 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 less 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. IA WBCBSI LG SF 15 Version: 11/16 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. IA WBCBSI LG SF 16 Version: 11/16 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 IA WBCBSI LG SF 17 Version: 11/16 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. IA WBCBSI LG SF 18 Version: 11/16 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 IA WBCBSI LG SF 19 Version: 11/16 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. IA WBCBSI LG SF 20 Version: 11/16 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 IA WBCBSI LG SF 21 Version: 11/16 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. iii. 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 IA WBCBSI LG SF 22 Version: 11/16 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. IA WBCBSI LG SF 23 Version: 11/16 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 Agreement. Variance account balances are small amounts relative to the overall paid claims amounts and will be liquidated over time. The timeframe for their liquidation depends on variables, including, but not limited to, overall volume/number of claims processed and variance account balance. Variance account balances may earn interest. 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. IA WBCBSI LG SF 24 Version: 11/16 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. 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. IA WBCBSI LG SF 25 Version: 11/16 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-PlanArrangement 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. IA WBCBSI LG SF 28 Version: 11/16 DocuSign Envelope ID: EOFC69C2-FD5C-4CA7-AEB8-F1216B2CD09B 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 thls 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. mall (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 By: Michael 0, Milligen City Manager Wellmark, Inc., doing business as Wellmark Blue Cross and Blue Shield of Iowa .,,,,...,..---- ,..... DocuSigned by: By:.. ,• 8E531A838BB84BE... David S. Brown Executive Vice President, Chief Financial Officer and Treasurer IA WBCBSI LO SF 29 Version: 11/16 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 Wellrnark'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 perfor nance 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. Ownershin 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, information, 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, Welhnark's obligations hereunder, or otherwise impairs, restricts, limits or otherwise materially and adversely affects Welhnark'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, TIIE 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 TIIE 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. Ilealth and Care Management Services Exhibit — SF Version: 01/01/2017 4 1. City of Dubuque Insurance Requirements for Professional Services INSURANCE SCHEDULE J Welimaik Bine Cross aiid Blue Shield of Iowa shall furnish El signed certificate of|nauran o to the City ofDUb 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 certifloate at the end of eaoh project with the final billing. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Department of Insuranco or an equivalent approved by the Finanos Director, Each certificate shall include astatement under Description of Oporatlons es to why the oartlfiosto was Issued g: Projeot # or Project Loostion et orconstruction of 2. All policies of|n$Ui.annn requiredhereunder shall bowith an Insurer authorized budobusiness |O lowe and all Insurers shall have a rating of A or better In the current A.M. Best's Rating Guide, 3. Each cortlfloate shell be ftirnlshed to the Personnel Depsrtment of the Clty of Dubuque. 4. Failure to provic.le coverage required by this InsurEince Schedule shall not be deemed a waiver of these requirements by the City.of Dubuque, Failure to obtain ormaintain the required Insurance shell be considered a materiel breach of this agreement. J. Contractors shall'require all ouboonmultants and aub-subconaultants toobtain and maintain during the performance of work Insurance for the coverages desorlbed In this Insurance Schedule and shall obtain certificates of Insurances from all such subconsultants and sub-subconsultants, Oont,avtnmoQmnUlaLLhoynheUbaUob|nfor8hafaUWveofoauboonaU|tantandsub- suboonsultent to obtain and maintain such coverages, The City may request a copy of such oort|fioehaofrom the Contractor. 6. All required endorsements shall be attached to certificate of Insurance. 7, Whenever specific ISO form Is listed, required the current edltlori of the form must be used, or an equivalent form may be substituted if approved by the Finance Director end subject to the contractor Identifying and listing |n writing all deviations and exclusions from the ISO form. 8, Contractors shall be required to carry the m|n|mVm coverage/limits, urgreater |(required by law 'o'other legal agreement, |n Exhibit I. |[ the contractor's limits ofliability are higher than the required minimum limits then the provider's limits shall be this agreement's required limits, Page 1of4 Schedule JProfessional 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 CG0001 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 Statutory—State of Iowa Coverage B 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. Noneleotion 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 (continued) D) UMBRELLA/EXCESS .LIABILITY $1,000,000 Umbrella/excess liability coverage must be at least following form with the underlying policies Included herein, I;) PROFESSIONAL LIAE3ILITYY $'1,000,000 Provide evidence of coverage for 0 years after completion of project. F) CYE3ER 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 Goverment 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. (DEPARTMENT MANAGER: DILL IN ALL BLANKS AND CHECK BOXES) Page 4 of 4 Schedule J Professional Services July 2017