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Wellmark Blue Cross and Blue Shield of Iowa Administrative Services Agreement Copyrighted October 1, 2018 City of Dubuque Consent Items # 16. ITEM TITLE: Wellmark Blue Cross and Blue Shield of lowa Administrative Services Agreement SUMMARY: City Manager recommending approval of the Administrative Services Agreement between the City of Dubuque and Wellmark Blue Cross and Blue Shield of lowa effective July 1, 2018, through June 30, 2019, and authorize the City Manager to sign the agreement. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type Wellmark Blue Cross Administrative Services City Manager Memo Agreement-NNM Memo Staff Memo -August 30, 2018 Staff Memo Staff Memo - June 19, 2018 Supporting Documentation Administrati� Services Agreement Supporting Documentation Exhibit A-Administrative Services Agreement Supporting Documentation Medical Managementand Well-Being Consulting Supporting Documentation Services E�ibit Insurance Schedule J Supporting Documentation Stop Loss Policy Supporting Documentation Exhibit A- Stop Loss Policy Supporting Documentation THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Administrative Services Agreement Between the City of Dubuque and Wellmark Blue Cross and Blue Shield of lowa DATE: September 25, 2018 On July 2, 2018, the City Council approved the Administrative Services Fees and Stop Loss Insurance coverage in effect on July 1 , 2018, through June 30, 2019. The agreement was not available at that time. Personnel Manager Randy Peck recommends City Council approval of the Administrative Services Agreement between the City of Dubuque and Wellmark Blue Cross and Blue Shield of lowa effective July 1 , 2018, through June 30, 2019, and authorize the City Manager to sign the agreement. I concur with the recommendation and respectfully request Mayor and City Council approval. �� Mic ael C. Van Milligen� � � MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Randy Peck, Personnel Manager �� '�I��T�C�� __ ___ ,��.-_ . �� _ _. _ ��:��.�.�� . � ; t , �� '�'��'�� .��?� �i�� TO: Michael C. Van Milligen, City Manager FROM: Randy Peck, Personnel Manager +'�' SUBJECT: Administrative Services Agreement Between the City of Dubuque and Wellmark Blue Cross and Blue Shield of lowa DATE: August 30, 2018 On July 2, 2018, the City Council approved the Administrative Services Fees and Stop Loss Insurance coverage in effect on July 1, 2018, through June 30, 2019. The Administrative Services Agreement was not available at the time the Administrative Services Fees and Stop Loss insurance coverage were approved. The agreement has been reviewed by Senior Counsel Barry Lindahl and John Hatz of Gallagher Benefit Services, our benefit and actuarial consultant, and they find the terms acceptable. I request that the City Council pass a motion approving the agreement effective July 1, 2018, through June 30, 2019, and authorizing you to sign the agreement. RP/alk - ��. �u��a�� rH� �rr��r , _ �,:.... ._..., �I'r,1��ri��i� - ..�... . .�._ . . ' .. . .. .._ k�13:'Y!-t,YL"lYlfiti . ..' . .._� .... � � � � .uc.�"__�.,-' . :_. .:.� .: �� ' ..- : .... .. _ .. . � ._..... .... . .. .. .. � q � . �3'v�t�.'�.,cE��v�.��.��"��?I��?.��14.� t�,-.. . . . . � T � � r � . Hil��!`4�J3.�i ��"`��f,'`GG� �� 1Y1.�'a��t ��1��1�" TO: Michael C, Van Milligen, City Manag � FROM: Randy PecE<, Personnel Manager � � . � SUBJECT: Medical Plan Administrative Services Fee and Stop Loss Insurance Coverage Renewal DATE: June 19, 2018 Administrative Services Fee Welimark has presented their Administrative Services Fee renewal that will go into effect on July 1, 2018 through June 30, 2019. The following is a comparison between the Fiscal Year 2018 Administrative Services Fee and the proposed Administrative Services Fee for Fiscal Year 2019: Cost Per Month Per Confiract 7/1/2017 to 6/30/2018 7/1/2018 fio 6/30/2019 Administrative Ex ense $34,99 $35.06 PBM Administrative Fee $0,00 $2,00 Network Access Fee $6,95 $8.03 Based on the 563 contacts, the Fiscal Year 2019 Administrative Services Fee is $304,628. The Fiscal Year 2018 Administrative Services Fee, based on 576 contracts, is $289,889, The annual increase in the administrative services fee for Fiscal Year 2019 is $14,739. Stop Loss Insurance Wellmark, our current stop loss carrier, and Optum, Symetra, HM Insurance Group, Sunlife and Voya were asked to provide quotes for specific and aggregate stop loss insurance. Only Welimark provided a quote. Optum and Symetra declined to quote. HM Insurance Group and Sunlife did not submit a quote, Voya stated they could not provide a completive bid, I recommend that Wellmark be selected as the specific and aggregate , stop loss carrier for the health and prescription drug plans effective July 1, 2018 through ', June 30, 2019. The specific stop loss amount of $120,000 will remain the same. The !, following is a summary of the new rates and current rates; '� 1 Cost Per Monfih Per Contract 7/1/2017 to 6/30/2018 7/1/2018 to 6/30/2019 Individual Sto Loss $79,89 $82,63 A re ates Stop Loss $2,38 $2,3g Based on 563 contracts, the Fiscal Year 2019 stop loss insurance cost wil) be $574,328, The Fiscal Year 2018 stop loss insurance cost, based on 576 contracts, is $568,650. The annual increase in the stop loss insurance for Fiscal Year 2019 is $5,678. The requested action is for the City Council to pass a motion approving the proposal submitted by Wellmark effective July 1, 2018 through June 30, 2019 for administrative services fees and specific and aggregate stop loss insurance for the City's health and prescription drug plan. � Wellmark has issued a binder to make sure there is no lapse in coverage on July 1, 2018 RP:alk 2 "VV"'�rlm�rk� �.� � lawa � � Weilm�rk�iue Crass antl 8lue ghieid oi lo+rr�is an inda�encl�ni Llcenaee af tha Blue CraSs and qlue Shiald Ass�cfatinn. ADMINISTRATIVE SERVICES AGREEMENT WELLMARK BLUE CROSS AND BLUE SHIELD OF IOWA and !, City of Dubuque, lowa ' 'I � ; I i i ' � � I ; Agreement Effective Date: July 1, 2018 Form Number: IA WBCBSI LG SF—Custom 8/8/2018 Version: 10/17 l ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is made and entered , into effective as of the first day of July 2018, ("Effective Date") by and between Wellmark, Inc., , doing business as Wellmark Blue Cross and Blue Shield of lowa, an lowa mutual insurance ' company, (herein "Wellmark"), and Cifiy of Dubuque, lowa (herein "Account"). ', RECITALS I 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 pian 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 agrees 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 Gare 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 or 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. 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: 10/17 1.5 "Agreement" means this Administrative Services Agreement, including all Exhibits, Benefits Document(s), amendments, Plan Member enrollment form(s), Medical Management and Well-being Consulting 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 charges for 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) made available to Members 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 infio its ERISA Summary Plan Description (SPD). ' 1.8 "Care Coordinator Fee" means a fixed amount paid by a Host Blue to providers I', periodically for Care Coordination under a Value-Based Program. "Care Coordination" is 'i organized, information-driven patient care activities intended to facilitate the appropriate I responses to a Member's hea�th care needs across fihe continuum of care. '; i 1.9 "Claims Paid" means the dollar amount of Wellmark's payment on behalf of the Account � for Incurred Claims. i 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. I 1.11 "Confidential Information" means all non-pubiic confidential or proprietary information, in any form, delivered or made available (whether pursuant to this Agreement or i otherwise) by one party or its affiliates, directors, officers, employees and agents (the i "Disclosing Party") to the other party, its affiliates, directors, officers, employees and � agents (the "Receiving Party"). Confidential Informafiion 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: 10/17 i I I i 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 heaith care services provided to a Member as described in and covered by fihe applicable Benefits Document. '; 1.14 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, ' including implementing regulations. i 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 pati�nt 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 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, as I amended, including implementing regulations. ' 1.18 "Host Blue" means the local Blue Cross and/or Blue Shield plan or licensee in a ', geographic area outside of the Wellmark service area. ' 1.19 "Incurred Claims" means claims for payment of health care services that are provided to Members pursuant to the Plan with a date of service during the Rating Period. 1.20 "Incurred Date" means the date health care 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. 1.21 "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 lowa, 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 lowa 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 lowa. 1.22 "Medical Management and Well-being Consulting 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. IA WBCBSI LG SF 3 Version: 10/17 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 wifh 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 as shown . on Exhibit "A", 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 refiected 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. I 1.28 "Plan Member" means a common law employee or other individual identified by Account I 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. I i 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, 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: 10/17 j I I� I 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. i ARTICLE 2 RESPONSIBIUTIES OF ACCOUNT i � '� 2.1 Group Health Plan Compliance. Account is the plan administrator and plan sponsor of I, the Plan for purposes of fihis Agreement and applicable law, and is responsible for group I 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 �I and underwriting guidelines, including the requirements for locations or Members ' located outside of lowa; 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) preparing and 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 Vl/ellmark, 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: 10/17 by Wellmark will be considered Account's approval that the draft documents are consisfient with benefit information provided by Account, and Welimark 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; i. 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; j. 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 fihat may be provided under this employer-sponsored group health plan to Members covered under the Plan. Account is responsibie 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. Account shall maintain a process for external review of final internal adverse I� benefit determinations as required by ACA, except to the extent expressly '� delegated to, and accepted by, Wellmark in this Agreement; and I. 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, including but not limited to, eligibility, enroliment 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 IA WBCBSI LG SF 6 Version: 10/17 i I '�I I� 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 wifih state or federal government agencies, and in discharging its responsibilities under this Agreement. Account recognizes fihe importance to the successful provision of the ; Administrative Services the timely, accurate, and complete reporting of fihe informafiion set i 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 i by such inaccuracy or delay. ', Eligibility or enrollment information shall be provided to Welimark 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 parfiies 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 provisions 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 beyond an eighteen (18) month recoupment period; or (b) bill Account for such Claims Paid and associated Administrative Fee and Accaunt shall pay the amount due to Wellmark. IA WBCBSI LG SF 7 Version: 10/17 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 ldentification 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 Welimark 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 Stop Loss Insurance Coverage. Account is solely responsible for the Claims Paid for Members of the Plan. Account may at its option separately purchase stop loss insurance , coverage from Wellmark, Inc,, which shall be reflected in a separate policy issued by ' Welimark. If Account purchases stop loss insurance coverage from a carrier other than ', Wellmark, Account shall advise Wellmark of the terms of sucfi coverage. Account shall be solely responsible for all reporting, submission of claims, payment of premiums, and any I other obligation required by its stop loss policy with the other carrier, however, upon request Wellmark will provide Account with standard stop loss reports necessary for Account to file stop loss insurance claims with its stop loss carrier. 2.7 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- � 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 Welimark'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, IA WBCBSI LG SF 8 Version: 10/17 Ii ARTICLE 3 WELLMARK'S RESPONSIBILITIES 3.1 Defiermination 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 otherfees specified in this Agreement,Wellmark shall provide Administrative Services ; as specified in this section as foilows: a. Wellmark shall provide Account with a written draft of Benefits Document(s) based on the plan design and Member eligibility criteria 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. Welimark 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 care 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 initiate adjustments to processed claims; generally for a period of up to eighteen (18) months after the Incurred Claim was first processed, if Wellmark determines in its sole discretion that such adjustments are necessary and appropriate. If a Paid Claim adjustment results in a recovery of a prior payment, Wellmark shall credit Account for such adjustments to the extent of the amount recovered. Notwithstanding the preceding two sentences 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; IA WBCBSI LG SF 9 Version: 10/17 g. 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") wili be billed to Account; and h. To fihe extent that Account has delegated discretionary authority to Welimark, Welimark shall exercise its discretion to make determinations in connection with the administration of this Agreement and the Plan including, without limitation, determinations regarding whether health care services are medically necessary in accordance with Plan terms or whether charges for health care services 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 Medical Management and Well-being Consulting Services. Wellmark may, at its sole discretion, offer or arrange for various Medical Management and Well-being Consulting , Services to be available to Members or purchased by Account for its Members. Such services that may be offered are further described in the IVledical Management and Well- ' being Consulting Services Exhibit, attached to this Agreement and inco.rporated by this i reference, and including those services, if any, specifically selected or purchased by � Account as shown on Exhibit "A" attached to this Agreement. Medical Management and 'I Well-being Consulting Services may be changed, replaced, or discontinued from time to �I time and may be modified or removed in accordance with the Medical Management and Well-being Consulting Services Exhibifi. 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 ldentity Protection services from a third-party vendor. Identity Protecfiion 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. � i 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 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 IA WBCBSI LG SF 10 Version: 10/17 ; i , subrogation recovery services initiated prior to termination more than twelve (12) months following termination of the Agreement. Following fihe twelve (12) month run-out period, Wellmark will forward any open subrogation files information to Account. The nafiure and extent of efforts to pursue subrogafiion recovery are within the sole discretion of Wellmark. Such subrogation recovery service may include all steps necessary to recover Claims Paid !� to be fihe liabilit of a third art or'other insurance carrier. The Account '� that ma be found y p y , Y shall be responsible for all fees or costs, including attorney's fees and the fees and costs I 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, 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 IA WBCBSI LG SF 11 Version: 10/17 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 Welimark 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 biil. Such payment may be made by wire transfer, electronic (ebilling) payment, or automatic funds withdrawal. If Account elects automatic funds withdrawal, it shall execute the necessary authorization. If Account elects to authorize automatic funds withdrawal from a deposit account, the automatic withdrawal will change fio correspond with the applicable billing, including applicable taxes or fees. Account's authorization for automatic funds withdrawal shall include authorizafion 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 Welimark 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 ail of the foliowing: 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 i outstanding amount from the due date until payment is made in full at the then current 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. IA WBCBSI LG SF 12 Version: 10/17 I 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 fihird-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 fihe legally required ! business associate and data security agreemenfis in place with such third-party vendors. ' If Account desires access to mental health information, Account shall file an applicable statement with the lowa Insurance Division, as may be required pursuant to lowa 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) nofi disclose Confidential Information to ', any third party that is not an agent, consultant or business associate 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 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 IA WBCBSI LG SF 13 Version: 10/17 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 Informafiion for any purpose whatsoever; provided that such use is in ' accordance with all applicable laws, including but not limifed 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 fio 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 Welimark 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 Welimark'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 II or Wellmark Confidential Information. Such examination shall be conducted during regular � business hours, upon advance written notice reasonable under the circumstances and shall include the following Wellmark records: claims records (but not including individually identifiable sensitive diagnosis information unless Account specifically authorizes such disclosure), third-party explanations of health care benefits, enrollment records; and coordination of benefits procedures. Any other audit or examination request must be coordinated with Wellmark. 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. 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 IA WBCBSI LG SF 14 Version: 10/17 i I i � � agrees to all of the terms and conditions, including the confidentiality requiremenfis of this j Agreement, and security restrictions and user requiremenfis as established by Wellmark i 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 Agreemenfi survive any termination of this Agreement. , ARTICLE 6 PROVIDER PAYMENT ARRANGEMENTS; CLAIMS RECOVERIES; RE�ATES; VALUE- BASED PROGRAMS; DISCLOSURE OF COMPENSATION 6.1 Provider Payment Arrangements. Wellmark will be responsible for negotiating and ' entering into separate payrnent 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. An episode of care arrangement payment may cover both Covered Services and non-Covered Services that are incidental to the Covered Services. 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. 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. IA WBCBSI LG SF 15 Version: 10/17 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 Welimark,Account, or the Plan as a party or potential class member (a "Lawsuit"). Notwithstanding any language to the contrary in this Agreement, Wellmark shall nofi participate in a Lawsuit on behalf of Account or Plan or pursue recovery on behalf of Account or Plan unless Welimark 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 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 Welimark members. Identifiable Data regarding Account's Members may be included in information Welimark or Host Blues provide to Value-Based Programs and used by the Value-Based Program and its providers. 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: 10/17 7.3 Account's Liability. Except as otherwise explicitly provided in this Agreement, Account shall accept the fiender 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 therefio,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; c. due to any action or proceeding brought by a third party alleging Wellmark provided significant assistance to Account to aid or perpetuate any discrimination activity; d. 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; e. 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; ' f. 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); g. 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 confiained in the Plan; , h. 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; ' i. 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 IA WBCBSI LG SF 17 Version: 10/17 j. 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 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 fio 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 DQES NOT MAKE AND HEREBY ' DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITYAND 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 MEDICAL MANAGEMENT AND WELL-BEING CONSULTING SERVICES ARE SET FORTH IN THE MEDICAL MANAGEMENT AND WELL-BEING CONSULTING I SERVICES EXHIBIT. I 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 and has advised that its Plan is Non-Grandfathered. �I IA WBCBSI LG SF 18 Version: 10/17 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 eifiher party to ' the ofiher for indemnification shall survive the termination of this Agreement. ARTICLE 8 , TERM AND TERMINATION 8.1 Term of Agreement. This Agreernent shall become effective on the Effective Date and shall confiinue in force through June 30, 2019 (the "Term"). Cerfiain 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 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 and Wellmark reserves all rights to recoup any Paid Claims for which Account has not paid Wellmark, regardless of when services were , received. 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 IA WBCBSI LG SF 19 Version: 10/17 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 availabie 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 expr.essly 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 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 lowa, and that ' Wellmark is not contracfiing 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 Welimark shall be accountable or liable to Account for any of �'i Wellmark's obligations to Account created under this Agreement. This section shali not I create any additional obligations whatsoever on the part of Wellmark other than those obligations created under other provisions of this Agreement. I 9.2 Account Locations or Members Outside of lowa.Account understands and agrees that �' Wellmark defines a National Account as a company headquartered and located in lowa that also has employees in other states whose claims are processed through Inter-Plan , Arrangements. If Account is headquartered in lowa, any employees or persons associated i with Account are eligible for coverage under the Account's Plan, including those employed or working at Account locations outside lowa. If Account is not headquartered in lowa, only those employees or individuals associated with the lowa 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 lowa. Eligibility of persons located outside of lowa, or associated with Account locations outside of lowa, is subject to applicable law and Association guidelines. IA WBCBSI LG SF 20 Version: 10/17 i i i 9.3 Oufi-of-Area Services. Wellmark has a variety of relationships with ofiher Blue Cross !i and/or Blue Shield Licensees referred to generally as "Inter-Plan Arrangements." These Inter-Plan Arrangements operate under rules and procedures issued by the �lue Cross '� Blue Shield Association("Association").Whenever Members access health care services � outside the geographic area Wellmark serves, the claim for those services may be processed fihrough one of these Inter-Plan Arrangements. The Inter-Plan Arrangements ', are described generally below. ' i Typically, when accessing care outside the geographic area Wellmark serves, Members , obtain care from health care providers that have a contractual agreement("participating ', providers")wifih 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 BJue 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. BlueCardO Program. The BlueCardO 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. i. 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 negotiafied 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 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 IA WBCBSI LG SF 21 Version: 10/17 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 I classification of its providers and other claim-and non-claim-related ' transactions. Such transactions may include the same ones as I noted above for an estimated price. 'I 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. I 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. i I 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 I Account will be adjusted in a following year, as necessary, to account for 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 amounYs relative to the overall paid claims amounts and will be liquidated over time. The timeframe for their IA WBCBSI LG SF 22 Version: 10/17 ' i liquidation depends on variables, including, but not limified to, overall � volume/number of claims processed and variance account balance. Variance account balances may earn interest. Host �lues may retain � interest earned, if any, on funds held in variance accounts. � iv. BlueCard Program Fees and Compensafiion. Account understands and �, agrees to reimburse Wellmark for certain fees and compensation which I Wellmark is obligated under fihe 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, if any, are set forth in Exhibit"A". BlueCard Program Fees and compensation may be revised from time to time as described in ' subsection f below. All BlueCard Program-related fees, including any ', Access Fees paid to Host Blues, and Administrative Expense Allowance ' ("AEA") Fees are included in Wellmark's general Administrative Fee as set ' forth in Exhibit "A". Wellmark has elected to not separately charge any Inter-Plan Arrangement-related fees to Account. 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. i. 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. 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. IA WBCBSI LG SF 23 Version: 10/17 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: I a) Use any surplus in funds in the variance account to fund Value- I Based Program payments or reconciliation amounts in the next '', measurement period. ', b) Address any deficit in funds in the variance account through the Ili, , reconciliation billing amount for the next measurement period. I 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. 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 IA WBCBSI LG SF 24 Version: 10/17 Common Procedure Coding System (HCPCS) published by the Centers for , M�dicare and Medicaid Services (CMS). ' As part ofi this Agreement, Wellrnark 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-ciaim 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 WeJlmark's Service Area. i. Member Liability Calculation. a) In General. When Covered Services are provided outside of Wellmark's service area by nonparticipating providers, the amount(s) a Member pays for such services will be based on either ' the Host Blue's nonparticipating provider local payment or the pricing arrangements required by applicable state law. In these situations, the Member may be responsible for the difference between the amount that the nonparticipating provider bills and the payment Wellmark will make for the Covered Services as set forth . in this paragraph. Payments for out-of-network emergency services will be governed by applicable federal and state law. b) Exceptions. In some exception cases, Wellmark may pay claims from nonparticipating providers for Covered Services outside of Wellmark's service area based on the provider's billed charge. This may occur in situations where a Member did not have reasonable access to a participating provider, as determined by Wellmark or by applicable law. In other exception cases, Wellmark may pay such claims based on the payment Wellmark would make if Wellmark , � were paying a nonparticipating provider for the same Covered , Services 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. ' Unless otherwise stated, in any of these exception situations, the ', Member may be responsible for the difference between the amount I that the nonparticipating provider bills and the payment Wellmark will make for the Covered Services as set forth in this paragraph. IA WBCBSI LG SF 25 Version: 10/17 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, if any, 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 �ubsection f below. e. Blue Cross Blue Shield GlobalT'" Core. i. 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 confiact 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, if any, 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. '�, f. Modifications or Changes to Inter-Plan Arrangement Fees or Compensation. Ili� 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. IA WBCBSI LG SF 26 Version: 10/17 ARTICLE 10 MLSCELLANEOUS 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 lowa 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 lowa 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 lowa 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 lowa 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 Medical Management and Well-being Consulting 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 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. IA WBCBSI LG SF 27 Version: 10/17 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, Weilmark may assign this Agreement, in whole or in part, to any entity that controls, is controiled 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 Weilmark 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 tlie 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 Welimark pursuant hereto shall be deemed to constitute Account and Welimark 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. 10.10 No Third-Party Beneficiaries.This Agreement is for the benefit of Account and Wellmark I and not for any other person. It shall not create any legal relationship between Welimark �I and any employee, Member, or any other party claiming any right, whether legal or equitable, under the terms of this Agreement or of the Plan. 10.11 Notices and Communication. The parties shall be entitled to rely upon any communication or notice from the other in connection with this Agreement to be genuine, truthful, and accurate, and to have been authorized, signed, or issued by an officer or agent of such entity empowered to make such representation on behalf of the entity. IA WBCBSI LG SF 28 Version: 10/17 Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, placed in the U.S. mail (postage prepaid), delivered to a recognized courier service for delivery (delivery charges prepaid), or sent by electronic means and addressed to the last address furnished in writing. Until another address is furnished in writing, notice to Account may be addressed to the address shown on Exhibit '`A" attached to this Agreement. Notice to Wellmark may be addressed: Wellmark Blue Cross and Blue Shield of Iowa Attention: Procurement and Contracts 1331 Grand Avenue Des Moines, Iowa 50309-2901 10.12 State of Issue; Applicable Law; Venue; and Waiver of Jury Trial. This Agreement is issued and delivered in the state of Iowa and is performed in Des Moines, Iowa. To the extent not superseded by the laws of the United States and without regard to any conflict of law rule, this Agreement shall be construed in accordance with and governed by the laws of the state of Iowa. Any action in regard to this Agreement or arising out of the terms of this Agreement shall be instituted and litigated in the Iowa District Court or the United States District Court located in Des Moines, Polk County, Iowa and no other. ACCOUNT AND WELLMARK WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO AND IN ANY ACTION, PROCEEDING, CLAIM, COUNTERCLAIM, DEMAND OR OTHER MATTER WHATSOEVER ARISING OUT OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first stated above. City of Dubuque, Iowa Wellmark; Inc., doing business as Wellmark Blue Cross and Blue Shield of Iowa By: Print Name: Ai c' Title: + t tidy%atc7' .Vali Mit t By: David S. Brown Executive Vice President, Chief Financial Officer and Treasurer IA WBCBSI LG SF 29 Version: 1 0/1 7 Wellmark Blue Cross and Blue Shield of lowa Administrative Services Agreement Exhibit A Administrative Fees, Network Access Fees, Other Fees Account Full Legal Name and Legal Address: City of Dubuque, lowa 50 West 13th St Dubuque, lA 52001 Benefit Plan(s)Administered By: Wellmark Blue Cross and Biue Shield of lowa Rating Period: The Rating Period begins on 7/01/2018 and ends on 6/30/2019. Plan Year: The Plan Year begins on 07/01 and ends on 06/30. Administrative Fee: Health: $35.06 per Plan Member per month based on active Plan Members on last day of billing month(subject to limitations listed under Biliing � and Payment Method below). Pharmacy Administrative Fee: ', $2.00 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 � Network Access Fee: $8.03 per Plan Member per month based on active Plan Members on II, last day of biliing month (subject to limitations listed under Billing , and Payment Method below). I External Review: j � External review fees for Independent Review Organizations(IROs), if applicable,will be on a per case i or per external review basis and all such fees attributable to Members under the Plan shall be biiled to Account in the amount billed to Wellmark by the IRO. 3ubrogation 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 such time period will be provided to Account without application of the vendor service fee. Page 1 of 2 A51 Confidential&Proprietary—Confidential Treatment Requested-lowa Code§22.7 i i Wellmark Blue Cross and Blue Shield of lowa '� Administrative Services Agreement Exhibit A Administrative Fees, Network Access Fees, Ofiher Fees ' Account Full Legal Name and Legal Address: � City of Dubuque, lowa ; 50 West 13th St Dubuque, lA 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 stated above. , 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 AccounYs benefit plan. Fees may include both locai 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 fio 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: 6/29/2018 Page 2 of 2 A51 Confidentiai&Proprietary—Confidential Treatment Requested-lowa Code§22.7 MEDICAL MANAGEMENT AND WELL-BEING CONSULTING SERVICES�XHIBIT T�IIS EXHIBIT ("Exhibit") is attached to and constitutes a part of the Administrative Services Agreement by and between Wellinarlc and Account (the "AdministrRtive Services Agreement"). Any ca�italized tenn not otherwise de�ned 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 claiins administration, enrollment, and medical inanagement and well-being consulting services for Account. B. Wellmarlc delivers these various inedical management and well-being consulting services described in Section II of this Exhibit ("Medical Management and Well-being Consulting Services") to Wellmark's Members and other eligible individuals, either directly or through agreenzents with third-party vendors (the "Vendors") (each,a"Vendor Agreement"). C. Account desires to obtain, and Wellmark desires to provide, Medical Management and Well-being Consulting Services all as fiirther described herein. II. SERVICES ' Wellmarlc may, at its sole discretion,malce certain Medical Management and Well-being Consulting Services I available to Account, the cost for which is included in the Administrative Fee. Wellmark may, at its sole �'I discretion, make certain other Medical Management and Well-being Consulting Services available for I Account's purchase at a fee in addition to the Administrative Fee. Account has signified which Medical li Management and Well-being Consulting Services it wishes to purchase and such services and fees are stated in Exhibit "A", Administrative Fees, Networlc Access Fees, Other Fees, to the Administrative Services I Agreement. In consideration of the Medical Management and Well-being Consulting Services to be received by Account from Wellmark, Account shall pay to Wellmark the fees, if any, set forth on Exhibit"A" to the Adininistrative Services Agreeinent.Account acknowledges the fees may change from tiine to time. , BEWELL 24/7. BeWell 24/7 is generally comprised of a dedicated toll-free telephone number, available I twenty four hours per day,seven days per week,three hundred sixty-�ve days per year,that will be staffed by � a registered nurse, licensed practical nurse or non-nurse personnel, who assist Members by providing infor�nation,education,decision-malcing 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 ch�nge tools meant to help individuals improve health,incre�se productivity, and decrease absenteeisin. 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 Members with Medical Management and Well-being Consulting Services Exhibit—SF Version:O1/O1/2018 1 i � i conditions that require significant self care and the rendering of support through coordinited interventions and �; � coininunications. PREGNANCY SUPPORT. If Account's election includes Pregnancy Support("Pregn�ncy Support"),the following provision applies: Pregnancy Support offers maternity education and personal support for pregnant women, and assesses and identifies at-rislc or high-rislc pregnancies. The goal is for participants to better ', understand and inalce medical and lifestyle choices that reduce the incidence of pre-tenn 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 weelcs postpartum. WELL-BEING CONSULTING SERVICES. If Account elects Well-being Consulting Services ("Consulting Services"), which may include any of the following: Worlcplace Assessment; Well-being ', Communication Strategy; Well-being Committee Development; Vending and Cafeteria Audit; Employer ' Incentive Design; Customized Well-being Dashboard and Metrics; Community Based Vendor Selection; Worksite Policy and Practice Review; Well-being Certification/Accreditation; or Worksite Well-being ' Consulting, the following provision applies: Consulting Services are generally comprised of assisting employers with creating well-being solutions or wellness programs at their worlcsites for their workforce. , TERMS AND CONDITIONS ' 1. Term and Termination. This Exhibit 2. Representations �nd Warranties of shall cover the Medical Management and Well- Account. Account hereby represents and being Consulting Services provided to Account warrants to Wellmarlc as follows: as set forth in Exhibit "A"to the Administrative Services Agreement, effective as of the effective 2.1 In the performance of its obligations under date set forth therein. this Exhibit, Account has the responsibility for the design and iinplementation of its employer- 1.1 Wellinark may terminate this Exhibit or sponsored wellness program and shall comply any Medical Management and Well-being with all applicable federal,state or local laws and Consulting Services immediately by written reglilations, including, without limitation, notice to Accounf upon the termination or HIPAA, as modified by the Health Infor�nation expiration of the Administrative Services Technology for Economic and Clinical Health Agreement or any Vendor Agreement or any Act ("HITECH" Act), as incorporated in the attachment thereunder, American Recovery and Reinvestment Act of 2009, and as modii"ied by the ACA, the 1.2 Wellmark may, at any time, in its Americans with Disabilities Act, as amended by discretion, terminate this Exhibit in the event of the Americans with Disabilities Amendments Account's failure to pay when due the fees and Act,the Genetic Information Non-Discrimination other amounts payable to Wellmarlc under this Act, laws and regulations regarding employer- Exhibit,where such failure is not cured within ten sponsored wellness programs, and the laws and (10) days following Wellmarlc's written notice to regulations regarding the maintenance and Account specifying such failure. confidentiality of health, financial and other infonnation and records. Account wi11 only 1.3 This Exhibit may be terminated by access, use and disclose health, �nancial and Wellmarlc or by Account at any time, with or other infonnation and records in accordance with without cause, for any reason or no reason, all applicable laws. effective thirty (30) days following the terminating party giving written notice to the 2.2 Account will not describe, discuss or other party of its intent to terminate this Exhibit. proinote the web portal used in connection with the Medical Management and Well-being Consulting Services (the "Web Port�l") in any Medical Management and Well-being Consulting Services Exhibit—SF Version;O1/O1/2018 2 way that is inconsistent with,or would add to,the such Medical Manageinent anci Well-being terms and conditions of use set forth on the Web Consulting Services, including, without Portal. limitation, educational materials, software, source code, hardware, technology, content, 3. Performance Level Sneci�cations, information, know how, forms, policies, Wellinarlc inay provide or the Vendor procedures, inanuals, speci�cations, service Agreements may contain certain perforinance models, and designs, or ariy confidential guarantees obligating Wellmark or its Vendors to infor�nation belonging to Wellinark or the ineet the attributes .of perfonnance that the Vendors or their respective affiliates or suppliers, Medical Management and Well-being Consulting and that all such right, title and interest is and Services shall achieve, all as set forth in detail in shall remain owned by Wellmarlc, Vendors, or the respective Vendor Agreeinent or performance their respective af�liates or suppliers, as level guarantee schedule, if applicable (the applicable. "Perform�nce Level Specific�tions"or"PLS"). If a Vendor does not achieve a specific PLS, 5. Chan�es in Law �nd RegulRtions. pursuant to that Vendor Agreeinent, Wellinark Notwithstanding any other provision of this shall be entitled to reiinbursement of a specified Exhibit, if any federal, state or local percentage of the fees relating to the Medical governmental agency or court of competent Management and Well-being Consulting Service jurisdiction passes, issues, interprets or ', at issue that are earned by that Vendor under the promulgates any law, rule, regulation, standard, ', Vendor Agreement (the "PLS Fees"). To be decision or interpretation(collectively,an"AcY') '�, eligible to receive its pro-rata share of PLS Fees, at any tiine while this �xhibit is in effect that ! Account must (i) have purchased the relevant prohibits the performance of, or materially il Medical Management and We11-being Consulting enlarges, Welhnark's obligations hereunder, or Service for all 12 months of the relevant program otherwise impairs, restricts, limits or otherwise year, and (ii) remain a customer of Wellinark materially and adversely affects Wellmarlc's through the date Wellmarlc receives PLS Fees for rights, benefits, or obligations hereunder, � the applicable tiine period from its Vendors. Wellmark may give Account notice of intent to Account will not receive any PLS Fees for any amend this Exhibit to the reasonable satisfaction Medical Management and Well-being Consulting of Wellmark in order to comply with any such Services it did not purchase and Account will not Act. receive PLS Fees for any Consulting Services � purchased hereunder. 6. Disclaimer of Wnrr�nties: Limitntion of Lilbilitv. THE MEDICAL MANAGEMENT I 4. Ownership of Medical MRnagement and AND WELL-B�ING CONSULTING Well-beinE Consulting Services. The Medical SERVICES AIZE EDUCATIONAL AND Management and Well-being Consulting INFORMATIONAL TOOLS ONLY AND DO Services and their content are proprietary to NOT CONSTITUTE CLINICAL SERVICES. Wellmark, the Vendors and their respective EXCEPT AS �XPRESSLY SET FORTH IN affiliates or suppliers,as the case may be. Except THIS EXHIBIT, WELLMARK DOES NOT as expressly set forth in this Exhibit, the Medical MAICE AND HEIZEBY DISCLAIMS ANY Management and Well-being Consulting REPRESENTATION OR WARRANTY OF Services may not be duplicated, inodified, ANY KIND, EXPRESS OR IMPLIED, reproduced, or used for the benefit of any third INCLUDING IMPLIED WARRANTIES OF party. Account aclrnowledges and agrees that it MERCHANTABILITY AND FITNESS FOR A does not now own, nor by virtue of this Exhibit PARTICULAR PURPOSE, REGARDING THE or the Medical Management and Well-being MEDICAL MANAGEMENT AND WELL- Consulting Services rendered hereunder shall it BEING CONSULTING SERVICES, THEIR acquire, any right, title or interest in or to the ABILITY TO REDUCE COSTS OR IMPROVE Medical Management and Well-being Consulting OUTCOMES. WELLMARK IS NOT Services or the intellectual property underlying RESPONSIBLE FOR DATA INACCURACIES Medical Management and Well-being Consulting Services Exhibit—SF Version: O1/O1/2018 3 i I 1N THE SOURC� DATA PROVIDED BY THE RESULTS OF ITS M�MBERS' USE OF I'i ACCOUNT OR M�MBERS. 1N NO EVENT SUCH INFORMATION, 1NCLUDING, BUT SHALL WELLMARK BE LIABLE FOR NOT LIMITED TO, MEMBERS CHOOSING 1NDIRECT, 1NCIDENTAL, TO SEEK ORNOT TO SEEK PROFESSIONAL CONSEQU�NTIAL,PUNITIVE, OR SPECIAL MEDICAL CARE, EMERGENCY CARE, OR DAMAG�S, LOSS OF DATA OR LOST MEMB�RS CHOOSING ORNOT CHOOSING PROFITS, EVEN IF W�LLMARIC HAS BEEN SPECIFIC TREATMENT. I� ADVISED OF THE POSSIBILITY OF SUCH I DAMAGES. WELLMARK'S AGGREGATE i MONETARY LIABILITY TO ACCOUNT OR ! ITS MEMBERS OR AFFILIATES UNDER ; THIS EXHIBIT AND WITH RESPECT TO TIIE MEDICAL MANAGEMENT AND WELL-B�1NG CONSULTING SERVIC�S ' FURNISHED HEREUNDER (WHETHER ', UNDER CONTRACT, TORT, OR ANY � ' OTHER THEORY OF LAW OR EQUITY) SHALL NOT EXCEED, UNDER ANY CIRCUMSTANCES, THE FEES PAID BY ACCOUNT TO WELLMARK FOR THE MEDICAL MANAGEMENT AND WELL- BE1NG CONSULTING SERVICES UNDER THIS EXHIBIT DURING THE ONE(1) YEAR PERIOD PRECEDING THE CLAIM, LBSS THE AMOUNT OF ANY PLS FEES REIMBURSED TO ACCOUNT DURiNG THAT TIME. THE FOREGOING LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK BETWEEN THE PARTIES AS REFLECTED IN THE PRICING ' HEREUNDER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAlN 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 1NTENDED TO REPLACE .PROFESSIONAL MEDICAL ADVICE AND CARE FROM A HEALTH CARE PROFESSIONAL. THE HEALTH INFORMATION IS 1NTEND�D TO HELP PEOPL� MAKE BETTER HEALTH CARE DECISIONS AND TAICE GREATER RESPONSIBILITY FOR THEIR OWN HEALTH, BUT MAY NOT RESULT IN ACTUAL ACHIEVEMENT OF THESE GOALS. ACCOUNT EXPRESSLY ACKNOWLEDGES AND AGIt��S THAT WELLMARK IS NOT RESPONSIBLE FOR Medical Management and Well-being Consulting Services Exhibit—SF Version:O1/O1/2018 4 City of Dubuque Insurance Requirements for Professional Services INSURANCE SCHEDULE J 1. Wellmark Blue Cross and Blue Shield of lowa shall furnish a signed certificate of Insurance to the City of Dubuque, lowa for the coverage required in Exhibit I prior to commencing work and at the end of the project ifthe term of work is longer than 60 days. Contractors presenting annual certificates shall present a certificate atthe end of each project with the final billing. Each certificate shall be prepared on the most current ACORD form approved by the lowa Department of Insurance or an equivalent approved by the Finance Director, Each certificate shall include a statement under Description of_Operationsastowhythecertificatewas issued.Eg: Project# or Project Location at or construction of 2. All policies of Insurance required hereunder shall be with an insurer authorized to do business In lowa and all Insurersshall havearatingofAorbetterinthecurrentA.M.Best's Rating Guide. 3. Each certificate shail befurnished toihe Personnel Department of the City of Dubuque. , 4. Failure to provide coverage required by this Insurance Schedule shall not be deemed a waiver of these requirementsbytheCityofDubuque. Failuretoobtainormaintaintherequired Insurance shall beconsidered a material breach of this agreement. , 5. Contractors shall require all subconsultants and sub-subconsultants to obtain and maintain during the , performance of work Insurance for the coverages described in this Insurance Schedule and shall obtain ' certificates of insurances from all such subconsultants and sub-subconsultants. Contractors agree that they i shall beliableforthefailureofa subconsultant and sub-subconsultant to obtain and maintain such coverages. � The City may request a copy of such certificates from the Contractor. 6. All required endorsements shall be attached to certificate of Insurance. � 7. WheneveraspecificlSOformislisted,requiredthecurrenteditionoftheformmustbeused,oranequivalent form maybesubstituted ifapproved bythe Finance Directorand subjecttothe contractor identifying and listing in writing all deviations and exclusions from the ISO form. 8. Contractors shall be required to carry the minimum coverage/limits, or greater If required by law or other legal agreement, In Exhibit I. If the contractor's limits of liability are higher than the required minimum limits then the provider's limits shall be this agreement's required limits, Page 1 of 4 Schedule J Professional Services July 2017 i ; City of Dubuque Insurance Requirements for Professional Services I I INSI�RANCE SCHEDULE J (continued) �: i Exhibifi I ; , A) COMMERCIAL GENERAL LIABILITY '� i 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. I 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 feilow 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 shali include Waiver of Right to Recover from Others endorsement. B) AUTOMOBILE LIABILITY Combined Singie Limit $1,000,000 C) WORKERS' COMPENSATION & EMPLOYERS LIA�ILITY Statutory benefits covering all employees injured on the job by accident or disease as prescribed by lowa Code Chapter 85 as amended. Coverage A Statutory—State of lowa 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. Nonelection of Workers' Compensation or Employers' Liability Coverage under lowa Code sec. 87.22 _ yes _ form attached Page 2 of 4 Schedule J Professional Services July 2017 City of Dubuque Insurance Requirements for Professional Services INSURANCE SCHEDULE J (continued) D) UMBRELLA/EXCESS LIABILITY $1,000,000 Umbrella/excess liability coverage must be at leastfollowing form with the underlying policies Included herein. E) PROFESSIONAL LIABILITY $1,000,000 Provide evidence of coveragefor5 years aftercompletion of project. F) CYBER LIABILITY $1,000,000 X yes _ no Coverage for Firstand Third Party liability including butnot limited to lostdata and restoration, loss of income and cyber breach of Information. �,I � i � � I I i Page 3 of 4 Schedule J Professional Services July 2017 I � City of Dubuque Insurance Requirements for Professional Services PRE�ER!!Al'IOfV �F C9V�F21VIVI�N1'A� 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, lowa as an Additional Insured does not waive any of !, the defenses of governmental immunity available to the Cifiy of Dubuque, lowa under Code of lowa Section , 670.4 as ifi is now exists and as it may be amended from time to time. , 2. Claims Coverage. 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 lowa Section 670.4 as it now exists and as it may be amended from time to time.Those claims not subject to Code of lowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunitv. The City of Dubuque, lowa 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 requestofthe insurer. 4. Non-Denial of Coveraqe. 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, lowa under this policy for reasons of governmental immunity unless and until a courfi of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, lowa. No Other Chanqe in Policy.The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. � (DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES) ; Page 4 of 4 Schedule J Professional Services July 2017 '`��Mm�r1�� r�� Wellmark 6lue Grass antl Ctlue Shield fS an independent Licen�e nf the f3lue Cross and Hfue Shield Assnciati�n. STOP LOSS POLICY . VIIELLIVIARa°C, fiVC. issued to City of Dubuque, lowa Stop Loss Policy Effective Date: July 1, 2018 Stop Loss Period: July 1, 2018 to June 30, 2019 Form Number: IA Wellmark, Inc. LG SLP Version: 10/17 i . � 'i STOP LOSS POLICY ' - � THIS STOP LOSS POLICY(herein "Policy") is issued by Wellmark, Inc., doing business ; as Wellmark Blue Cross and Blue Shield of lowa, an lowa mutual insurance company, (herein "Wellmark") effective as of the first day of July 2018, ("Effective Date")to City of Dubuque, lowa (herein "Account"). , RECITALS I « „ 1. Account is the plan sponsor of a self-funded group health plan (herein called the Plan ) ; within the meaning of and in accordance with applicable federal or state law for its common law employees and other eligible individuals. The Plan is designed, maintained and funded ' by Account and Account is solely responsible for Claims: ' 2. Account desires that Wellmark reimburse it for Claims Eligible for Reimbursement that : satisfy the amounts and terms specified in this Policy. Account acknowledges this Policy provides it with reimbursement only for Claims meeting the terms and conditions specified in this Policy and Wellmark provides no insurance coverage for the Pian. Wellmark '. assumes no financial obligations except as specified in this Policy. NOW, THEREFORE, it is hereby agreed as follows: ARTICLE 1 POLICY DEFINITIONS 1.1 "Aggregate Deductible" means the percenfiage of expected Claims Eligible for Reimbursement for all Members during the Stop Loss Period that is Account's liability before any reimbursement is made under the aggregate stop loss coverage of this Policy. The Aggregate Deductible amount is shown on Exhibit "A", Stop Loss Premiums and Financial Terms, which is attached to this Policy and incorporated by this reference. 1.2 "Attachment Point" means the amount of expected Claims Eligible for Reimbursement per Plan Member for each benefit classification. The Attachment Point is used to determine Account's Aggregate Deductible and Minimum Aggregate Deductible and is shown on Exhibit "A", Stop Loss Premiums and Financial Terms, which is attached to this Policy and incorporated by this reference. 1.3 "Benefit Services Administrator" means the company or companies providing health benefit plan administration services to Account pursuant to a separately executed administrative services agreement in effect during the Stop Loss Period as shown on Exhibit"A", Stop Loss Premiums and Financial Terms. 1.4 "Claims" means the dollar amount of the Benefit Services Administrator's payment on behalf of the Account for covered health care services provided to Members under the terms of the Plan administered by the Benefit Services Administrator. Claims do not include: (a) amounts paid for health care services as a Plan exception made at the direction of Account; (b)amounts paid for health care services determined by the Benefits Services Administrator to be investigational or experimental as defined under the terms of the Plan; (c) amounts paid for health care services determined by the Benefits Services IA Wellmark, Inc, LG SLP 1 Version: 10/17 Administrator to be not medically necessary as defined under the terms of the Plan; or(d) any amounts paid that are not for covered health care services under the terms of the Plan. ' 1.5 "Claims Eligible for Reimbursement" means Claims that have both an Incurred Date and Paid Date within the Stop Loss Period specified on Exhibit "A". 1.6 "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. 1.7 "Individual Deductible" means the fixed dollar amount of Claims Eligible for Reimbursement for each Member during the Stop Loss Period that is the Account's liability before any reimbursement is made under the individual stop loss coverage of this Policy. The Individual Deductible amount is shown on Exhibit"A". 1.8 "Member" means a person, including a Plan Member's spouse or eligible dep�ndent children, who is eligible and enrolled to receive health benefits under the terms of the Plan as determined and identified by Account, while this Policy is in force. A Member includes a person enrolled in the Plan and entitled to receive benefits under the Plan during the Run-in Period who dies before the Policy Effective Date. A Member does not include an , individual enrolled in the Plan during the Run-in Period who is not enrolled in the Plan on ', the Policy Effective Date, ', 1.9 "Minimum Aggregate Deductible" means an amount that is the Account's minimum �I liability under.the aggregate stop loss coverage of this Policy. The Minimum Aggregate ' Deductible is the product of the number of Plan Members in effect for each Attachment Point, multiplied by each Attachment Point shown on Exhibit "A", multiplied by 90%. The results of the calculations shall be added together each month during the Stop Loss Period resulting in the year-to-date (YTD) IVlinimum Aggregate Deductible. The Minimum I� Aggregate Deductible is calculated at the beginning of the Stop Loss Period, ba�ed on the I� enrollment under each Attachmenfi Point and may be recalculated during the Stop Loss Period due to a benefit change. I 1.10 "Paid Date" means the date, on which a Claim payment is made by the Benefit Services Administrator. The Benefit Services Administrator may adjust Claims for a period of up to eighteen (18) months after the Claim is first processed. If a .Claim is subsequently adjusted, the date of fihe final adjustment is considered the Paid Date, provided, however, that if a Claim is adjusted in accordance with a decision of an Independent Review Organization making an external review determination under applicable law, the date of the Benefit Services Administrator's internal adverse benefit determination is considered the Paid Date for purposes of this Policy. 1.11 "Plan" means the group health plan or plans established, sponsored and maintained by Account, the terms of which are described in the applicable Plan documents. 1.12 "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 as administered by the Benefifi Services Administrator. IA Wellmark, Inc. LG SLP 2 Version: 10/17 1,13 "Protected Health Information" or"PHI" means the same as the term "protected health information" in 45 CFR §160.103. 1.14 `Run-In Period" means the period of time set forth on Exhibit "A" prior to beginning of the ' Stop Loss Period, during which Claims may have Incurred Dates. ' 1.15 "Stop Loss Claims" mean amounts thafi qualify for reimbursement under this Policy. 1.16 "Stop Loss Period" means the period of time set forth on Exhibifi "A" or the most recent revision to Exhibit "A" issued to Account and attached to this Policy and incorporated by this reference. 1.17 "Stop Loss Premium" means the amount that Wellmark charges Account for stop loss coverage. The Stop Loss Premium may include broker fees or commissions and is shown on Exhibit "A". ARTICLE 2 RESPONSIBILITIES OF ACCOUNT . 2.1 Payment of Premiums. Wellmark shall bill Account and Account agrees to pay Wellmark the amount of the Stop Loss Premiums and any applicable taxes or fees billed for the ' preceding month. Such payment may be made by wire transfer, electronic (ebilling) payment, or automatic funds withdrawal. If Account elects automatic funds withdrawal, it shall execute the necessary authorization, including an authorization for automatic withdrawal of any changed amount as reflected on Account's bill. Any adjustments due to membership or eligibility changes shalJ be reflected on the billing for the month in which the membership or eligibility change is made. Adjustments to Stop Loss Premiums shall be limited to a period of three (3) months prior to the date the Benefit Services Administrator processes the Member eligibility change.The bill will show the amounts due and will also show any credits during the preceding month. Account shall promptly pay Welimark at Wellmark's office, the total amount due, no later than the due date on the bill. 2.2 Late Payments. All payments must be paid on time and when due in accordance with Section 2.1. If the Account fails to make payments in full when due, Wellmark may discontinue the reimbursement of all Stop Loss Claims for the Account or may setoff or recoup late payments from other amounts that may be due to Account. Payments not made when due shall include an interest charge on the outstanding amounts from the due date until payment is made in full at the then current prime rate as published periodically in the Midwest edition of The Wall Street Journal plus two percent (2%). Late fees are ' calculated on the entire amount due regardless of any partial payments. The acceptance ', by Wellmark of any late payments or partial payments shall not constitute a waiver of any rights under this Policy. 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. 2.3 Providing Information;Account Representations.Account shall provide all information and representations reasonably necessary and as may be requested by Wellmark during the underwriting and issuance of this Policy and to establish loss for which reimbursement is claimed under this Policy. Account shall provide such information in a time,form,format, and manner required by Wellmark and is responsible for the timeliness, integrity, retention, IA Wellmark, Inc. LG SLP 3 Version: 10/17 and accuracy of information and records provided to Wellmark. Wellmark shall be entitled to rely upon such information in underwriting and issuing this Policy and in discharging its responsibilities under this Policy. Account's failure to provide complete and timely information may cause Stop Loss Claims to be denied. 2.4 Records Retention - Audit Privileges. Account agrees that any records, including records from a third-party if applicable, relating to the submission or reimbursement of Stop Loss Claims shall be made available to Wellmark or its authorized representatives during and for a period of up to twenty-four(24) months following the end of a Stop Loss Period. 2.5 Notice of Persons Eligible for Coverage. Account shall notify Wellmark of individuals eligible and enrolled in the Plan and of changes in eligibility in accordance with the manner, time, and procedures set forth in the separate Administrative Services Agreement entered into between Account and the Benefit Services Administrator. Notwithstanding the effective date Account establishes for Member eligibility, no eligibility change shall be effective under this stop loss coverage more than three (3) months prior to the date the Benefit Services Administrator processes the Member eligibility change. 2.6 Right of Reimbursement or Recovery. In the event Account receives or is eligible to receive a payment or credit from a third-party or the Benefit Services Administrator for any portion of Claims, including, but not limited to, pharmaceutical manufacturer rebates, and Wellmark has previously paid or reimbursed Account for all or any portion of such Claims pursuant to this or a prior Stop Loss Policy, Account shall repay Welimark the full amount of the recovery received by Account up to the full extent of Wellmark's stop loss ', payment(s), regardless of whether this Policy is in force on the date of Account's recovery. i Such recovery or reimbursement cannot be used to satisfy any deductible or attachment �� point under this Policy. I 2.7 Subrogation Recovery. Account acknowledges and agrees that Wellmark, as the stop I loss carrier, has priority of any recovery in the event Stop Loss Claims exceed applicable � attachment points or deductibles. Account shall pursue and prosecute any and all subrogation interests or other valid claims that Account may have against a third-party or any current or former Member who recovers or has a right of recovery from a third-party as a consequence of any occurrence resulting in Claims. If Account initiates any action for recovery, Account shall notify Wellmark of such action within ten (10) days of filing such � action. Account shall cooperate with Wellmark and, upon request of Wellmark, Account shall execute and deliver to Wellmark an assignment and any other instrument that may be necessary to secure Wellmark's right of recovery. Account shall not waive any rights to pursue recovery from a third-party without Wellmark's written consent. Account may delegate responsibility for subrogation recovery services to the Benefit Services Administrator. In the event Account recovers all or any portion of Claims from a third-party or from a current or former Member, and Wellmark has previously paid or reimbursed Account for all or any portion of such Claims pursuant to this or a prior Stop Loss Policy, Account shall repay Wellmark the full amount of the recovery received by Account up to the full extent of Wellmark's stop loss payment(s), regardless of whether this Policy is in force on the date of Account's recovery. Such recovery or reimbursement cannot be used to satisfy any deductible or attachment point under this Policy, On a case by case basis, and only if Wellmark has agreed in writing and in advance, Account may reduce the amount it repays IA Wellmark, Inc. LG SLP 4 Version: 10/17 to Wellmark by reasonable and necessary expenses incurred directly by Account in ' obtaining recovery from the third party. ' ARTICLE 3 STOP LOSS COVERAGE 3.1 Individual Sfiop Loss Coverage. Wellmark shall reimburse Account for the excess ', amounfi when the Claims Eligible for Reimbursement for a Member exceed the Individual ' Deductible shown on Exhibit "A", subject to any Policy limitations set forth on Exhibit "A". Reimbursement is generally provided as a statement credit on Account's next statement , from the Benefit Services Administrator. 3.2 Aggregate Stop Loss Coverage. Wellmark shall determine the aggregate stop loss ' coverage reimbursement as described in this Section. ' a. For each month of the Stop Loss Period, the monthly Claims Eligible for ' Reimbursement shall be calculated by accumulating all Claims for that month, less any reimbursement made under the individual stop loss coverage during the same Stop Loss Period, less any Claims excluded from the aggregate stop loss coverage.The monthly Claims Eligible for Reimbursement shall be added together for all months during the Stop Loss Period, resulting in the year-to-date (YTD) Claims Eligible for Reimbursement; b. For each month of the Stop Loss Period,the number of Plan Members in effect for each benefit classification shall be multiplied by the Attachment Point for each benefit classification shown on Exhibit"A".The results of the calculations shall then be added together, resulting in the monthly Aggregate Deductible. Each monthly Aggregate Deductible shall be added together for all months during the Stop Loss Period, resulting in the year-to-date (YTD)Aggregate Deductible; and c. If the YTD Claims Eligible for Reimbursement exceed the greater of the YTD Aggregate Deductible or the YTD Minimum Aggregate Deductible,Wellmark shall reimburse Account for the excess amount within sixty (60) days after the end of the Stop Loss Period. If the YTD Claims Eligible for Reimbursement is less than the greater of the YTD Aggregate Deductible or the YTD Minimum Aggregate Deductible, no reimbursement by Wellmark will be made. ARTICLE 4 CONFIDENTIAL INFORMATION; EXAMINATION OF RECORDS 4.1 Profiected 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. 4.2 Non-Disclosure of Confidential Information. The rights and responsibilities of the parties and permitted uses and disclosures with respect to information and data collected or developed by Wellmark related to Claims, cost, utilization, outcomes, quality, and financial perFormance of the Plan during the term of this Policy ("Confidential Information") shall be as set forth in the separately executed administrative services agreement between Account and the Benefit Services Administrator. IA Wellmark, Inc. LG SLP 5 Version: 10/17 4.3 Right to Examine Records of Account or Benefit Services Administrators. Wellmark or its authorized representative may at its own expense examine the financial, enrollment, and Claims records of Account or its Benefit Services Administrator(s) reasonably related to the administration of this Policy, as reasonably often as Wellmark deems appropriate, to reconcile enrollment information and records or to determine appropriate payment of Stop Loss Claims under this Policy. Such examination may be conducted either before or after reimbursement and shall be conducted during regular business hours, upon reasonable advance written notice. The examination period may cover the mosfi recent twenty-four (24) months only, if applicable, and may cover Account's prior or third-party Benefit Services Administrator. 4.4 Survival. Any obligations of either party to the other under this Article of the Policy survive any fiermination of this Policy. ARTICLE 5 TERM AND TERMINATION 5.1 Term; Termination of Plan or Administrative Services Agreement. This Policy shall become effective on the Effective Date and shall continue in force for the Stop Loss Period as set forth on Exhibit "A", unless earlier terminated as provided in this Policy. If the Plan is terminated, or if Account's administrative services agreement with the Benefit Services Administrator is terminated,this Policy shall terminate as of the date the Plan is terminated or as of the date the administrative services agreement is terminated, whichever is applicable and whichever date is earlier. 5.2 Renewal Terms; Notice of Non-Renewal. This Policy may be renewed for successive Stop Loss Periods only when a new or amended Policy with an updated Exhibit "A" specifying a new Stop Loss Period is issued and executed by Wellmark. Wellmark shall have the right to change the Stop Loss Premiums for any renewal term as reflected on an ' updated Exhibit "A". If Wellmark decides not to renew the Policy, it shall provide Account ', written notice of non-renewal at least forty-five (45) days prior to the end of the Stop Loss ', Period. ' 5.3 Termination for Nonpayment. Wellmark may terminate this Policy at any time, upon ten II'i (10) days written notice to Account, if Account fails to make complete payments, including � late fees, when due in accordance with this Policy. The notice shall include the reason for the termination.Wellmark may recoup or set-off from any Stop Loss Claims any premiums or other fees or amounts owed by Account. � � 5.4 Effects of Termination. If Wellmark terminates this Policy for nonpayment by the � Account,Wellmark shall not reimburse Claims beyond the effective date of the termination � regardless of when services were received or the Claims were paid. If this Policy terminates other than at the expiration of the Stop Loss Period, the effective date of the termination shall become the end of the Stop Loss Period. . 5.5 Survival. Any liability of either party to the other for amounts owed or owing under this Policy, unless such amounts are de minimus, shall not be extinguished by the termination of this Policy. IA Wellmark, Inc. LG SLP 6 Version: 10/17 i i � i � � ARTICLE 6 ' MISCELLANEOIJ� ' 6.1 Complete Policy; Amendment. This Policy, including any exhibits or amendments, ; constitutes the complete and exclusive agreement and statement of relationship between �� the parties with regard to the subject matter of this Policy and supersedes all related �� discussions, proposals, prior policies, agreements, understandings, prior and concurrent I agreements, representations and warranties, whether oral or written, and any other , communications between the parties in regard to the subject matter of this Policy. ', Changes or amendments to this Policy shall be effective only when the written amendment , has been signed by an authorized representative of Wellmark and delivered in accordance with Section 6.10. This Policy shall take precedence over any other documents that may ' be in conflict with it. 6.2 Change of Policy. If Account makes changes in the Plan or benefits documents, Account shall give Welimark sufficient advance written notice of such changes. If Account makes any material changes in the Plan administered by fihe Benefit Services Administrator, 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 an increase in the ratio of family to single contracts of twenty percent (20°/o) or more, a change in the number of eligible individuals of ten percent (10%) or more, percentage of individuals enrolled,type of coverage offered, business entities covered,change in Benefit Services Administrator, or offerings of other health insurers' coverage to eligible individuals, Wellmark shall have the right at its option to amend this Policy, including an adjustment of stop loss premiums or Individual Deductible shown on Exhibit "A", or terminate this Policy. 6.3 Provider Payment Arrangements; Claims Submission. The Benefit Services Administrator has entered into payment arrangements or contracts with health care providers or other service providers that affect the submission, timing, frequency, and the amount of payment of Claims. Not all health care providers participate in or agree to such payment arrangements and the Benefit Services Administrator does not determine, direct, or control the timing or accuracy of any Claims submissions. Claims do not become Claims , Eligible for Reimbursement unless both the Incurred Dates and Paid Dates are within the required periods set forth in this Policy and Exhibit "A". 6.4 State of Issue; Applicable Law and Venue. The Policy is issued and delivered in the state of lowa and is performed at Wellmark's offices in Des Moines, lowa. To the extent not superseded by the laws of the United States and without regard to any conflict of law rule, this Policy shall be construed in accordance with and governed by the laws of the state of lowa. Any action in regard to this Policy or arising out of the terms of this Policy shall be instituted and litigated in the lowa District Court or the United States District Court located in Des Moines, Polk County, lowa, and no other. 6.5 Force Majeure. The parties to this Policy shall be excused from performance under this Policy for any period and to the extent they are delayed, restricted, or prevented from performing under this Policy (other than payment) as a result of an act of God, war, civil disturbance, court order, labor dispute, acts of terrorism, or other cause beyond their reasonable control and such nonperformance shall not be grounds for termination or default. IA Wellmark, Inc. LG SLP 7 Version: 10/17 6.6 Limitation of Action. Notwithstanding Sections 4.4 and 5.5, no legal or equitable action or claim may be brought against Wellmark for an action or claim arising under or relating to this Policy more than two (2) years after the cause of action arose. 6.7 Assignment. The Policy shall be binding on the parties and their respective successors and permitted assigns. Neither party may assign this Policy, in whole or in part, without the prior written consent.of the other; provided, however, Wellmark may assign this Policy, in whole or in part, to any entity that controls, is controlled by, or is under common control with Wellmark. 6.8 Waiver. The failure of any party to enforce any terms or provisions of the Policy 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 Policy shall not be deemed or construed to be a waiver of such default. Any waiver of any provision of this Policy, and any consent to any departure from the terms of any provision of this Policy, shall be effective only in the specific instance and for the specific purpose for which made or given. 6.9 No Third-Party Beneficiaries. This Policy is for the benefit of Account and Wellmark and not for any other person. It shall not create any legal relationship between Wellmark and any employee, Member, or any other party claiming any right, whether legal or equitable, under the terms of this Policy or of the Plan. 6.10 Notices and Communication. The parties shall be entitled to 'rely upon any communication or notice from the other in connection with this Policy 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 Policy shall be in writing and be deemed given when delivered personally, placed in the U.S. mail (postage prepaid), - delivered to a recognized courier service for delivery(delivery charges prepaid)or sent by electronic means and addressed to the last address furnished by the respective party. Until another address is furnished in writing, notice to Account may be addressed to the address shown on Exhibit"A" attached to this Policy. Notice to Wellmark may be addressed: ', Wellmark, Inc. I�, Attention: Procurement and Contracts ' 1331 Grand Avenue I� Des Moines, lowa 50309-2901 ARTICLE 7 BLUE CROSS AND BLUE SHIELD DISCLOSURE 7.1 Blue Cross and Blue Shield Disclosure Statement. Account on behalf of itself and its Members, hereby expressly acknowledges its understanding this Policy constitutes a contract solely between Account and Wellmark, which is an independent corporation operating under licenses from the Blue Cross Blue Shield Association, an association of independent Blue Cross and Blue Shield Plans (BCBSA), permitting Wellmark to use the IA Wellmark, Inc. LG SLP 8 Version: 10/17 I ; Blue Cross and Blue Shield Service Marks in the state of lowa, and that Wellmark is not i contracting as the agenfi of BCBSA. Account on behalf of itself and its Members, further ' acknowledges and agrees that it has not entered into this Policy based upon i 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 obligafiions to Account created under this Policy. This section shall not create any additional obligations whatsoever on the part of Wellmark other than those obligations created under other provisions of this Policy. , ARTICLE 8 ' EFFECTIVENESS OF POLICY AND WAIVER OF JURY TRIAL THIS POLICY shall be deemed to be effective and in full force as of the EfFective Date indicated on the first page of the Policy and upon the affixation of Wellmark's authorized signature below , and the Account's payment to Wellmark of the premium required by this Policy. 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 ARIS1NG OUT OF THIS POLICY. Wellmark, Inc. ! By: �� a��-' David S. Brown Executive Vice President, Chief Financial Officer and Treasurer IA Wellmark, Inc. LG SLP 9 Version: 10/17 � Wellmark, Inc. Stop Loss Policy Exhibit "A" -Stop Loss Premiums and Financial Terms Account/Plan Sponsor Full Legal Name and Address City of Dubuque, lowa 50 West 13th St Dubuque, IA 52001 Benefit Services Administrator(s) Wellmark Blue Cross and Blue Shield of lowa Pharmacy Benefits Manager: Express Scripts Stop Loss Period: The Stop Loss Period begins on 7/01/2018 and ends on 6/30/2019. Claims Eligible for Reimbursement. Claims shall be considered for reimbursement under this Policy only if all of the following conditions are completely satisfied as determined by Wellmark. Stop loss coverage is administered with a Run-in Period as a 24/12 arrangement,which means: . � - The Claims shall have Incurred Dates within the Stop Loss Period or within 12 months prior to the beginning of the Stop Loss Period(the Run-in Period); and - The Claims shall have Paid Dates within the Stop Loss Period. Claims with Paid Dates following the end of the Stop Loss Period are not Ciaims Eligible for Reimbursement. Monthly Stop Loss Premiums-Health (subject to any policy limitations listed below): ', $85.01 per Plan Member per month based on active Plan Members on last day of billing month. II Individual Stop Loss Coverage(subject to any policy limitations listed below): ' Individual Deductible: $120,000 per Member I Covered Benefits: � Health � Drug Card I� � Aggregate Stop Loss Coverage (subject to any policy limitations listed below): Aggregate Deductible: 125%of expected Paid Claims. Covered Benefits: QX Health � Dental QX Drug Card I Attachment Point:per Plan Member per month based on active Plan Members on last day of billing month. Sinqle Familv Two Person Alliance Select $803.35 $2,442.18 $1,531.99 Alliance Select Police Union $822.47 $2,500.31 $1,568.45 Policy Limitation(s): Claims in excess of the Account's Individual Stop Loss deductible level will not be covered under the Aggregate Stop Loss coverage. Page 1 of 2 A51 Confidential&Proprietary—Confidential Treatment Requested-lowa Code§22.7 I �� Wellmark, Inc. �; Stop Loss Policy i Exhibit"A" -Stop Loss Premiums and Financial Terms ; i i Any adjustments to monthly stop loss premiums and attachment points 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 shail be limited to a period of three(3)months prior to the date Wellmark processes the Member eligibility change. '! Run-in coverage applies to those individuals enrolled in the Account's Plan effective with the beginning ; of fihe Run-in Period and continuously enrolled in the plan on this Stop Loss Policy Cffective Date. Only those individuals included in the Welimark stop loss proposal to Account are eligible for � coverage. ', Exhibit"A" Issue Date: 6/29/2018 ; Page 2 of 2 AS l Confidential&Proprietary—Confidential Treatment Requested-lowa Code g 22,7