HomeMy WebLinkAbout20192616.tiffRESOLUTION
RE: APPROVE MASTER SERVICES AGREEMENT AND AUTHORIZE CHAIR TO SIGN -
AETNA LIFE INSURANCE COMPANY
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Master Services Agreement between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Department of Human Resources, and Aetna Life Insurance
Company, commencing January 1, 2019, and ending December 31, 2019, with further terms and
conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Master Services Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Human Resources, and Aetna Life Insurance Company, be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 10th day of July, A.D., 2019, nunc pro tunc January 1, 2019.
BOARD OF COUNTY COMMISSIONERS
WE
DCOUNTY, COL4ORADO
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ATTEST:G•�
Weld County Clerk to the Board
Date of signature:
r ara Kirkmeyer, Chbir
Mike Freeman, Pro- em
Sean P. Conway
t K. James
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eve Moreno
HR(PR /SOF/tS)
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2019-2616
PE0033
MASTER SERVICES AGREEMENT
MSA -109724
This master services agreement ("Agreement") between AETNA LIFE INSURANCE COMPANY, located at 151 Farmington
Avenue, Hartford, Connecticut ("Aetna"), and WELD COUNTY GOVERNMENT, located at 1150 O'Street, Greeley, CO,
80631 ("Customer") is effective as of January 1, 2019 ("Effective Date").
The Customer has established one or more self -funded employee benefits plans, described in Exhibit 1, (the "Plan(s)"),
for certain covered persons, as defined in the Plan(s) (the "Plan Participants").
The Customer wants to make available to Plan Participants one or more products and administrative services
("Services") offered by Aetna, as specified in the attached schedules, and Aetna wants to provide those Services to the
Customer for the compensation described herein.
The parties therefore agree as follows:
1. TERM
The initial term of this Agreement will be one year beginning on the Effective Date. This Agreement will automatically
renew annually unless otherwise terminated pursuant to section 17 (Termination). The initial term and each successive
one year renewal shall be considered an "Agreement Period". The schedules may provide for different start and end
dates for certain Services.
2. SERVICES
Aetna shall provide the Services described in the attached schedules.
3. STANDARD OF CARE
Aetna and the Customer will discharge their obligations under this Agreement with that level of reasonable care which a
similarly situated services provider or plan administrator, respectively, would exercise under similar circumstances. If the
Customer delegates claim fiduciary duties to Aetna pursuant to the applicable schedule, Aetna shall observe the
standard of care and diligence required of a fiduciary under applicable state law.
4. SERVICE FEES
The Customer shall pay Aetna the fees according to the Service and Fee Schedule(s) ("Service Fees"). Aetna may change
the Services and the Service Fees annually by giving the Customer 30 days' notice before the changes take effect.
Changes will take effect on the anniversary of the Effective Date unless otherwise indicated in the applicable Service and
Fee Schedule(s).
Aetna shall provide the Customer with a monthly statement indicating the Service Fees owed for that month. The
Customer shall pay Aetna the Service Fees no later than 31 calendar days after the first calendar day of the month in
which the Services are provided (the "Payment Due Date"). The Customer shall provide with their payment either a
copy of the Aetna invoice, modified to reflect current eligibility, or a copy of a pre -approved invoice which meets Aetna's
billing requirements. The Customer shall also reimburse Aetna for certain additional expenses, as stated in the Service
and Fee Schedule(s).
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All overdue amounts are subject to the late charges outlined in the Service and Fee Schedule(s).
Aetna shall prepare and submit to the Customer an annual report showing the Service Fees paid.
5. BENEFIT FUNDING
The Customer shall choose one of the banking facilities offered by Aetna through which Plan benefit payments, Service
Fees and Plan benefit related charges will be made. All such amounts will be paid through the banking facility by check,
electronic funds transfer or other reasonable transfer methods. The Customer shall reimburse the banking facility for
all such payments on the day of the request. All such reimbursements will be made by wire transfer in federal funds
using the instructions provided by Aetna, or by another transfer method agreed upon by both parties.
Since funding is provided on a checks issued basis, Customer and Aetna agree that outstanding payments to providers
(e.g., uncashed checks or checks not presented for payment) will be handled in the manner indicated and memorialized
by the Parties in a separate form letter. The terms and conditions of this Agreement shall apply to that letter.
In the event that Aetna has exercised its right to suspend claim payments or terminate this Agreement as stated in
section 17(B) (Termination), Aetna may place a stop payment order on all of the Customer's outstanding benefit checks.
For any calendar month, the maximum payment to be made to the banking facility to fund Plan benefit payments
for those products mutually agreed upon is described below. Plan benefit payments and related charges in a
calendar month which exceed the maximum payment for the month will be carried forward to be funded by the
Customer in future calendar months of the current Agreement Period, except that for the last calendar month of the
Agreement Period, the Customer is liable for any benefit payments which exceed the maximum payment for that
month.
The maximum payment for any calendar month shall be equal to (i) less (ii) where:
(i) shall be equal to the product of (A) and (B) where:
(A) equals the sum of the number of enrolled employees as indicated by Aetna records at
the beginning of each calendar month of the Agreement Period up to and including the
current calendar month (provided the sum shall not be less than the number of
calendar months up to and including the current calendar month times the number of
employees as indicated by Aetna records as of the beginning of the first month of the
Agreement Period), times
(B) the maximum benefit payment factor. This factor shall be determined by Aetna and
shall be effective as of the first calendar month of an Agreement Period. The
maximum benefit payment factor may be changed at such other times as the
Aggregate Stop Loss Factor is adjusted under the Customer's then -current Stop Loss
Insurance Policy with Aetna.
(ii) shall equal the Plan benefit payments funded by the Customer during the
preceding calendar months of the Agreement Period.
On the termination date, in addition to the liabilities described in section 17, the Customer is liable for and must
provide funds to the banking facility equal to the difference between the total amount of claim benefit payments paid
for the Agreement Period being terminated, and the amount of claim benefit payments that the Customer has already
paid forthe same Agreement Period.
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6. FIDUCIARY DUTY
It is understood and agreed that the Customer, as plan administrator, retains complete authority and responsibility for
the Plan, its operation, and the benefits provided there under, and that Aetna is empowered to act on behalf of the
Customer in connection with the Plan only to the extent expressly stated in this Agreement or as agreed to in writing by
Aetna and the Customer.
The Customer has the sole and complete authority to determine eligibility of persons to participate in the Plan.
Claim fiduciary responsibility is identified in the applicable Schedule.
7. CUSTOMER'S RESPONSIBILITIES
(A) Eligibility — The Customer shall supply Aetna, by electronic medium acceptable to Aetna, with all relevant
information identifying Plan Participants and shall notify Aetna by the tenth day of the month following any
changes in Plan participation. Aetna is not required to honor a notification of termination of a Plan Participant's
eligibility which Aetna receives more than 60 days after termination of such Plan Participant. Aetna has no
responsibility for determining whether an individual meets the eligibility requirements of the Plan.
(B) Plan Document Review —The Customer shall provide Aetna with all Plan documents at least 30 days prior to
the Effective Date. Aetna will review the Plan documents to determine any potential differences that may exist
among such Plan documents and Aetna's claim processing systems and internal policies and procedures. Aetna
does NOT review the Customer's Summary of Benefits and Coverage ("SBC"), Summary Plan Description ("SPD")
or other Plan documents for compliance with applicable law. The Customer also agrees that it is responsible for
satisfying any and all Plan reporting and disclosure requirements imposed by law, including updating the SBC or
SPD and other Plan documents and issuing any necessary summaries of material modifications to reflect any
changes in benefits.
(C) Notice of Plan or Benefit Change — The Customer shall notify Aetna in writing of any changes in Plan documents
or Plan benefits (including changes in eligibility requirements) at least 30 days prior to the effective date of such
changes. Aetna will have 30 days following receipt of such notice to inform the Customer whether Aetna will
agree to administer the proposed changes. If the proposed changes increase Aetna's costs, alter Aetna's ability
to meet any performance standards or otherwise impose substantial operational challenges, Aetna may require
an adjustment to the Service Fees or other financial terms.
(D) Employee Notices — The Customer shall furnish each employee covered by the Plan written notice that the
Customer has complete financial liability for the payment of Plan benefits. The Customer shall inform its Plan
Participants, in a manner that satisfies applicable law, that confidential information relating to their benefit
claims may be disclosed to third parties in connection with Plan administration.
(E) Miscellaneous — The Customer shall promptly provide Aetna with such information regarding administration of
the Plan as required by Aetna to perform its obligations and as Aetna may otherwise reasonably request from
time to time. Such information shall include, at no cost to Aetna, all relevant medical records, lab and pharmacy
data, claim and other information pertaining to Plan Participants and/or Employees. Aetna is entitled to rely on
the information most recently supplied by the Customer in connection with the Services and Aetna's other
obligations under the Agreement. Aetna is not responsible for any delay or error caused by the Customer's
failure to furnish correct information in a timely manner. Aetna is not responsible for responding to Plan
Participant requests for copies of Plan documents. The Customer shall be liable for all Plan benefit payments
made by Aetna, including those payments made following the termination date or which are outstanding on the
termination date.
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8. RECORDS
Aetna, its affiliates and authorized agents shall use all Plan -related documents, records and reports received or created
by Aetna in the course of delivering the Services ("Plan Records") in compliance with applicable privacy laws and
regulations. Aetna may de -identify Plan Records and use them for quality improvement, statistical analyses, product
development and other lawful, non -Plan related purposes. Such Plan Records will be kept by Aetna for a minimum of
seven years, unless Aetna turns such documentation over to the Customer or a designee of the Customer.
9. CONFIDENTIALITY
Business Confidential Information - Neither party may use "Business Confidential Information" (as defined below) of
the other party for its own purpose, nor disclose any Business Confidential Information to any third party. However, a
party may disclose Business Confidential Information to that party's representatives who have a need to know such
information in relation to the administration of the Plan, but only if such representatives are informed of the
confidentiality provisions of this Agreement and agree to abide by them. The Customer shall not disclose Aetna's
provider discount or payment information to any third party, including the Customer's representatives, without Aetna's
prior written consent and until each recipient has executed a confidentiality agreement reasonably satisfactory toAetna.
The term "Business Confidential Information" as it relates to the Customer means the Customer identifiable business
proprietary data, procedures, materials, lists and systems, but does not include Protected Health Information ("PHI") as
defined by HIPAA or other claims -related information.
The term "Business Confidential Information" as it relates to Aetna means the Aetna identifiable business proprietary
data, rates, fees, provider discount or payment information, procedures, materials, lists and systems.
(A) Plan Participant Information - Each party will maintain the confidentiality of Plan Participant -identifiable
information, in accordance with applicable law and, as appropriate, the terms of the HIPAA business associate
agreement associated with this Agreement. The Customer may identify, in writing, certain Customer employees
or third parties, who the Plan has authorized to receive Plan Participant -identifiable information from Aetna in
connection with Plan administration. Subject to more restrictive state and federal law, Aetna will disclose Plan
Participant -identifiable information to the Customer designated employees or third parties. In the case of a third
party, Aetna may require execution by the third party of a non -disclosure agreement reasonably acceptable to
Aetna. The Customer agrees that it will only request disclosure of PHI to a third party or to designated
employees if: (i) it has amended its Plan documents, in accordance with 45 CFR 164.314(b) and 164.504(f)(2), so
as to allow the Customer designated employees or third parties to receive PHI, has certified such to the Plan in
accordance with 45 CFR 164.504(f)(2)(ii), and will provide a copy of such certification to Aetna upon request; and
(ii) the Plan has determined, through its own policies and procedures and in compliance with HIPAA, that the PHI
that it requests from Aetna is the minimum information necessary for the purpose for which it was requested.
(B) Upon Termination - Upon termination of the Agreement, each party, upon the request of the other, will return
or destroy all copies of all of the other's Business Confidential Information in its possession or control except to the
extent such Business Confidential Information must be retained pursuant to applicable law or cannot be disaggregated
from Aetna's databases. Aetna may retain copies of any such Business Confidential Information it deems necessary for
the defense of litigation concerning the Services it provided under this Agreement, for use in the processing of runoff
claims for Plan benefits, and for regulatory purposes
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10. AUDIT RIGHTS
The Customer may, at its own expense, audit Plan claim transactions upon reasonable notice to Aetna. The Customer
may conduct one audit per year and the audit must be completed within 2 years of the end of the time period being
audited. Audits of any performance guarantees, if applicable, must be completed in the year following the period to
which the performance guarantee results apply. Audits must be performed at the location where the Customer's claims
are processed.
The Customer may select its own representative to conduct an audit, provided that the representative must be qualified
by appropriate training and experience for such work and must perform the audit in accordance with published
administrative safeguards or procedures and applicable law. In addition, the representative must not be subject to an
Auditor Conflict of Interest which would prevent the representative from performing an independent audit. An "Auditor
Conflict of Interest" means any situation in which the designated representative (i) is employed by an entity which is a
competitor of Aetna, (ii) has terminated from Aetna or any of its affiliates within the past 12 months, or (iii) is affiliated
with a vendor subcontracted by Aetna to adjudicate claims. If the audit firm is not licensed or a member of a national
professional group, or if the audit firm has a financial interest in audit findings or results, the audit agent must agree to
meet Aetna's standards for professionalism by signing Aetna's Agent Code of Conduct prior to performing the audit.
Neither the Customer nor its representative may make or retain any record of provider negotiated rates or information
concerning treatment of drug or alcohol abuse, mental/nervous, HIV/AlDs or genetic markers.
The Customer shall provide reasonable advance notice of its intent to audit and shall complete an Audit Request Form
providing information reasonably requested by Aetna. No audit may commence until the Audit Request Form is
completed and executed by the Customer, the auditor and Aetna. Further, the Customer or its representative shall
provide Aetna with a complete listing of the claims chosen for audit at least four weeks prior to the on -site portion of
the audit.
The Customer's auditors shall provide their draft audit findings to Aetna, prior to issuing the final report. This draft will
provide the basis for discussions between Aetna and the auditors to resolve and finalize any open issues. Aetna shall
have a right to review the auditor's final audit report, and include a supplementary statement containing information
and material that Aetna considers pertinent to the audit.
Additional guidelines related to the scope of the audit are included in the applicable schedules.
11. RECOVERY OF OVERPAYMENTS
Aetna shall reprocess any identified errors in Plan benefit payments (other than errors Aetna reasonably determines to
be de minimis) and seek to recover any resulting overpayment by attempting to contact the party receiving the
overpayment twice by letter, phone, or email. The Customer may direct Aetna not to seek recovery of overpayments
from Plan Participants, in which event Aetna will have no further responsibility with respect to those overpayments. The
Customer shall reasonably cooperate with Aetna in recovering all overpayments of Plan benefits.
If Aetna elects to use a third party recovery vendor, collection agency, or attorney to pursue the recovery, the
overpayment recoveries will be credited to the Customer net of fees charged by Aetna or those entities.
Any requested payment from Aetna relating to an overpayment must be based upon documented findings or direct
proof of specific claims, agreed to by both parties, and must be due to Aetna's actions or inactions. Indirect or inferential
methods of proof — such as statistical sampling, extrapolation of error rate to the population, etc. — may not be used to
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determine overpayments. In addition, use of software or other review processes that analyze a claim in a manner
different from the claim determination and payment procedures and standards used by Aetna shall not be used to
determine overpayments.
When seeking recovery of overpayments from a provider, Aetna has established the following process: if it is unable to
recover the overpayment through other means, Aetna may offset one or more future payments to that provider for
services rendered to Plan Participants by an amount equal to the prior overpayment. Aetna may reduce future
payments to the provider (including payments made to that provider involving the same or other health and welfare
plans that are administered by Aetna) by the amount of the overpayment, and Aetna will credit the recovered amount
to the plan that overpaid the provider. By entering into this Agreement, the Customer is agreeing that its right to
recover overpayments shall be governed by this process and that it has no right to recover any specific overpayment
unless otherwise provided for in this Agreement.
The Customer may not seek recovery of overpayments from network providers, but the Customer may seek recovery of
overpayments from other third parties once the Customer has provided Aetna notice that it will seek such recovery and
Aetna has been afforded a reasonable opportunity to recover such amounts. Aetna has no duty to initiate litigation to
pursue any overpayment recovery.
12. INDEMNIFICATION
(A) Aetna shall indemnify the Customer, its affiliates and their respective directors, officers, and employees (only as
employees, not as Plan Participants) for that portion of any loss, liability, damage, expense, settlement, cost or
obligation (including reasonable attorneys' fees) ("Losses") caused directly by (i) any material breach of this
Agreement by Aetna, including a failure to comply with the standard of care in section 3; (ii) Aetna's negligence,
willful misconduct, fraud, or breach of fiduciary responsibility; or (iii) Aetna's infringement of any U.S.
intellectual property right of a third party, arising out of the Services provided under thisAgreement.
(B)
As permitted by law, the Customer shall indemnify Aetna, its affiliates and their respective directors, officers,
and employees for that portion of any Losses caused directly by (i) any material breach of this Agreement by the
Customer including a failure to comply with the standard of care in section 3; (ii) the Customer's negligence,
willful misconduct, fraud, or breach of fiduciary responsibility; (iii) the release or transfer of Plan Participant -
identifiable information to the Customer or its designee, or the use or further disclosure of such information by
the Customer or such designee; or (iv) in connection with the design or administration of the Plan by the
Customer or any acts or omissions of the Customer as an employer or Plan Sponsor.
(C) The party seeking indemnification under this Agreement must notify the indemnifying party within 20 days in
writing of any actual or threatened action, to which it claims such indemnification applies. Failure to so notify
the indemnifying party will not be deemed a waiver of the right to seek indemnification, unless the actions of
the indemnifying party have been prejudiced by the failure of the other party to provide notice as indicated
above.
The indemnifying party may join the party seeking indemnification as a party to such proceeding; however the
indemnifying party shall provide and control the defense and settlement with respect to claims to which this
section applies.
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(D) The Customer and Aetna agree that: (i) health care providers are not the agents or employees of the Customer
or Aetna and neither party renders medical services or treatments to Plan Participants; (ii) health care providers
are solely responsible for the health care they deliver to Plan Participants, and neither the Customer nor Aetna is
responsible for the health care that is delivered by health care providers; and (iii) the indemnification obligations
of (A) or (B) above do not apply to any portion of any loss relating to the acts or omissions of health care
providers with respect to Plan Participants.
(E) These indemnification obligations above shall not apply to any claims caused by (i) an act, or failure to act, by
one party at the direction of the other, or (ii) with respect to intellectual property infringement, the Customer's
modification or use of the Services or materials that are not contemplated by this Agreement, unless directed by
Aetna, including the combination of such Services or materials with services, materials or processes not
provided by Aetna where the combination is the basis for the claim of infringement. For purposes of the
exclusions in this paragraph, the term "Customer" includes any person or entity acting on the Customer's behalf
or at the Customer's direction. For purposes of (A) and (B) above, the standard of care to be applied in
determining whether either party is "negligent" in performing any duties or obligations under this Agreement
shall be the standard of care set forth in section 3.
13. DEFENSE OF CLAIM LITIGATION
In the event of a legal, administrative or other action arising out of the administration, processing or determination of a
claim for Plan benefits, the party designated in this document as the fiduciary which rendered the decision in the appeal
last exercised by the Plan Participant which is being appealed to the court ("appropriate named fiduciary") shall
undertake the defense of such action at its expense and settle such action when in its reasonable judgment it appears
expedient to do so. If the other party is also named as a party to such action, the appropriate named fiduciary will
defend the other party PROVIDED the action relates solely and directly to actions or failure to act by the appropriate
named fiduciary and there is no conflict of interest between the parties. The Customer agrees to pay the amount of Plan
benefits included in any judgment or settlement in such action. The other party shall not be liable for any other part of
such judgment or settlement, including but not limited to legal expenses and punitive damages, except to the extent
provided in section 12 (Indemnification).
Notwithstanding anything to the contrary in this section 13, in any multi -claim litigation (including arbitration) disputing
reimbursement for benefits for more than one Plan Sponsor, the Customer authorizes Aetna to defend and reasonably
settle the Customer's benefit claims in such litigation.
14. REMEDIES
Other than in an action between the parties for third party indemnification, neither party shall be liable to the other for
any consequential, incidental or punitive damages whatsoever.
15. VENUE
Forum and venue for any action brought under this contract shall lie exclusively in a federal court where
applicable/permissible in a location mutually agreed to by the parties.
16. COMPLIANCE WITH LAWS
Aetna shall comply with all applicable federal and state laws including, without limitation, the Patient Protection and
Affordable Care Act of 2010 ("PPACA"), and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").
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17. TERMINATION
This Agreement may be terminated by Aetna or the Customer as follows:
(A) Termination by the Customer — The Customer may terminate this Agreement, or the Services provided under
one or more schedules, for any reason, by giving Aetna at least 30 days' prior written notice of when such
termination will become effective.
(B) Termination by Aetna and Suspension of Claim Payments -
(1) Aetna may terminate this Agreement, or the Services provided under one or more schedules, for any reason, by
giving the Customer at least 30 days' prior written notice of when such termination will become effective.
(2) If the Customer fails to fund claim wire requests from Aetna, or fails to pay Service Fees by the Payment Due
Date, Aetna has the right to cease paying claims and suspend Services until the requested funds or Service Fees
have been provided. Aetna may terminate the Agreement immediately upon notice to the Customer if the
Customer fails to fund claim wire requests or pay the applicable Service Fees in full within five business days of
written notice by Aetna.
(C) Legal Prohibition - If any jurisdiction enacts a law or Aetna reasonably interprets an existing law to prohibit the
continuance of the Agreement or some portion thereof, the Agreement or that portion shall terminate
automatically as to such jurisdiction on the effective date of such law or interpretation; provided, however, if
only a portion of the Agreement is impacted, the Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted.
(D) Responsibilities on Termination —
Upon termination of the Agreement, for any reason other than default of payment by the Customer, the
Customer may request that Aetna continue processing runoff claims for Plan benefits that were incurred prior to
the termination date, which are received by Aetna within 12 months following the termination date. In such
event, the parties shall mutually agree upon a fee for such runoff services, which shall be paid by the Customer
prior to the commencement of the runoff services. Runoff claims will be processed and paid in accordance with
the terms of this Agreement. New requests for benefit payments received after the 12 month runoff period will
be returned to the Customer or to a successor administrator at the Customer's expense. Claims which were
pended or disputed prior to the start of the runoff period will be handled to their conclusion by Aetna, as well as
provider performance or incentive payments paid for prior period performance pay outs, and Customer agrees
to fund such claims or payments when requested by Aetna.
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The Customer shall continue to fund Plan benefit payments and agrees to instruct its bank to continue to make
funds available until all outstanding Plan benefit payments have been paid or until such time as mutually agreed
upon by Aetna and the Customer. The Customer's wire line and bank account from which funds are requested
must remain open for one year after runoff processing ends, or two years after termination.
Upon termination of the Agreement and provided all Service Fees have been paid, Aetna will release to the
Customer, or its successor administrator, all claim data in Aetna's standard format, within a reasonable time
period following the termination date. All costs associated with the release of such data shall be paid by the
Customer.
18. GENERAL
(A) Relationship of the Parties - The parties to this Agreement are independent contractors. This Agreement is not
intended and shall not be interpreted or construed to create an association, agency, joint venture or partnership
between the parties or to impose any liability attributable to such a relationship. Each party shall be solely
responsible for all wages, taxes, withholding, workers compensation, insurance and any other obligation on
behalf of any of its employees, and shall indemnify the other party with respect to any claims by such persons.
(B) Intellectual Property - Aetna represents that it has either the ownership rights or the right to use all of the
intellectual property used by Aetna in providing the Services under this Agreement (the "Aetna IP"). Aetna has
granted the Customer a nonexclusive, non -assignable, royalty free, limited right to use certain of the Aetna IP
for the purposes described in this Agreement. Nothing in this Agreement shall be deemed to grant any
additional ownership rights in the Aetna IP to the Customer.
(C) Communications - Aetna and the Customer may rely upon any communication believed by them to be genuine
and to have been signed or presented by the proper party or parties. For a notice or other communication under
this Agreement to be valid, it must be in writing and delivered (i) by hand, (ii) by e-mail or (iii) by fax to a
representative of each party as mutually agreed upon. Notices or communications may also be sent by U.S. mail
to the address below.
If to Aetna: If to the Customer:
Aetna Staci J. Datteri-Frey
600 University Street Weld County
One Union Square Building, Government
Suite 920 1150 O'Street
Greeley, CO 80631
Seattle, WA 98101
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(D) Force Majeure — With the exception of the Customer's obligation to fund benefit payments and Service Fees,
neither party shall be deemed to have breached this Agreement, or be held liable for any failure or delay in the
performance of any portion of its obligations under this Agreement, including performance guarantees if
applicable, if prevented from doing so by a cause or causes beyond the reasonable control of the party. Such
causes include, but are not limited to: acts of God; acts of terrorism; pandemic; fires; wars; floods; storms;
earthquakes; riots; labor disputes or shortages; and governmental laws, ordinances, rules, regulations, or the
opinions rendered by any court, whether valid or invalid.
(E) Governing Law - The Agreement shall be governed by and interpreted in accordance with applicable federal law.
To the extent such federal law does not govern, the Agreement shall be governed by Colorado law.
(F) Financial Sanctions — If Plan benefits or reimbursements provided under this Agreement violate, or will violate
any economic or trade sanctions, such Plan benefits or reimbursements are immediately considered invalid.
Aetna cannot make payments for claims or Services if it violates a financial sanction regulation. This includes
sanctions related to a blocked person or a country under sanction by the United States, unless permitted under
a written office of Foreign Assets Control (OFAC) license.
(G) Waiver - No delay or failure of either party in exercising any right under this Agreement shall be deemed to
constitute a waiver of that right.
(H) Third Party Beneficiaries - There are no intended third party beneficiaries of thisAgreement.
(I) Severability — If any provision of this Agreement or the application of any such provision to any person or
circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
(J) Entire Agreement; Order of Priority - This Agreement, and the accompanying HIPAA business associate
agreement, constitutes the entire understanding between the parties with respect to the subject matter of this
Agreement, and supersedes all other agreements, whether oral or written, between the Parties.
(K) Amendment — No modification or amendment of this Agreement will be effective unless it is in writing and
signed by both Parties, except that a change to a party's address of record as set forth in section 18(C)
(Communications) may be made without being countersigned by the other party.
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(L) Taxes —The Customer shall be responsible for any sales, use, or other similarly assessed and administered tax
(and related penalties) incurred by Aetna by reason of Plan benefit payments made or Services performed
hereunder, and any interest thereon. Additionally, if Aetna makes a payment to a third party vendor at the
request of the Customer, Aetna will assume the tax reporting obligation, such as Form 1099-MISC or other
applicable forms.
(M)
Assignment - This Agreement may not be assigned by either party without the written approval of the other
party. The duties and obligations of the parties will be binding upon, and inure to the benefit of, successors,
assigns, or merged or consolidated entities of the parties.
(N) Survival - Sections 5, 8 through 13 and 17(D) shall survive termination ofthe Agreement.
(O)_ Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado
Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended.
Master Services Agreement
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The parties are signing this agreement as of the date stated in the introductory clause.
WELD COUNTY GOVERNMENT
Aetna Life Insurance Company
i//cik&r) /(rd,)
By. By:
N e: Barbara Kirkmeyer JUL 1 0 2,013 Name: Karen S. Lynch
Title: Board of County Commissioner Chair Title: President, Aetna Life Insurance Company
Master Services Agreement
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GENERAL ADMINISTRATION SCHEDULE
TO THE
MASTER SERVICES AGREEMENT -
EFFECTIVE January 1, 2019
This General Administration Schedule describes certain of the Services to be performed by Aetna for the Customer
pursuant to the Agreement. The Services described in this schedule apply generally to any medical, dental, pharmacy
and behavioral health Plans that are subject to the Agreement. Terms used but not otherwise defined in this schedule
shall have the meaning assigned to them in the Agreement.
1. CLAIM SERVICES:
(A) Aetna shall process claims for Plan benefits incurred on or after the Effective Date using Aetna's normal claim
determination, payment and audit procedures and applicable cost control standards in a manner consistent with the
terms of the Plan(s), any applicable provider contract, and the Agreement. Aetna shall issue a payment of benefits
and related charges on behalf of the Customer in accordance with section 5 of the Agreement, for such benefits and
related charges that are determined to be payable under the Plan(s). With respect to any claims that are denied on
behalf of the Customer, Aetna shall notify the Plan Participant of the denial and of the Plan Participant's right of
review of the denial in accordance with applicable law.
(B) Where the Plan contains a coordination of benefits clause or antiduplication clause, Aetna shall administer all claims
consistent with such provisions and any information concurrently in its possession regarding duplicate or primary
coverage. Aetna shall have no obligation to recover sums owed to the Plan by virtue of the Plan's rights to
coordinate where the claim was incurred prior to the Effective Date. Aetna has no obligation to bring actions based
on subrogation or lien rights, unless the Customer has elected Aetna's subrogation services as indicated in the
Service and Fee Schedule.
(C) In circumstances where Aetna may have a contractual, claim or payment dispute with a provider, the settlement of
that dispute with the provider may include a one-time payment in settlement to the provider or to Aetna, or may
otherwise impact future payments to providers. Aetna, in its discretion, may apportion the settlement to self -
funded customers, either as an additional service fee from, or as a credit to, the Customer, as may be the case,
based upon specific applicable claims, proportional membership or some other allocation methodology, after taking
into account Aetna's cost of recovery. The Customer shall remain liable after termination of the Agreement, for their
portion of any settlement payments arising from claims paid while an active customer.
(D) If the Customer wishes to participate in Aetna's enhanced customer servicing framework, the program will be
indicated as included in the Service and Fee Schedule. This initiative empowers Aetna's customer service
representatives to resolve complex Plan Participant inquiries in a limited number of instances, in accordance with
documented guidelines that fall within the context of Aetna's standard claims administration payment and audit
procedures. The program allows an authorization of a one-time payment of a previously processed claim. The limits
and requirements associated with the program are available to the Customer upon request.
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2. MEMBER SERVICES:
Aetna shall establish and maintain one or more service centers, responsible for handling calls and other correspondence
from Plan Participants with respect to questions relating to the Plan and Services under the Agreement.
3. PLAN SPONSOR SERVICES:
(A) Aetna shall assign an experienced Account Management Team to the Customer's account. This team will be
available to assist the Customer in connection with the Services provided under the Agreement.
(B)
Aetna shall design and install a benefit -account structure separately by class of employees, division, subsidiary,
associated company, or other classification reasonably requested by the Customer.
(C) Aetna shall assist the Customer in connection with the design of the Customer's Plan, including actuarial and
underwriting support reasonably requested by the Customer, provided that the Customer shall have ultimate
responsibility for the content of the Plan and compliance with law in connection therewith.
(D) Aetna shall make employee identification cards available to Plan Participants. Upon request, Aetna will arrange for
the custom printing of identification cards, with all costs borne by the Customer.
(E) Upon request of the Customer, Aetna shall provide the Customer with information reasonably available to Aetna
relating to the administration of the Plans which is necessary for the Customer to prepare reports that are required
to be filed with the United States Internal Revenue Service and Department of Labor.
(F) Aetna shall provide the following reports to the Customer for no additional charge:
(1) Monthly/Quarterly/Annual Reports - Aetna shall prepare the following reports in accordance with the benefit -
account structure for use by the Customer in the financial management and administrative control of the Plan
benefits:
(a) a monthly listing of funds requested and received for payment of Plan benefits;
(b) a monthly reconciliation of funds requested to claims paid within the benefit -account structure;
(c) a monthly listing of paid benefits;
(d) online access to monthly, quarterly and annual standard claim analysis reports; and
(e) if applicable, monthly, quarterly, or annual HealthFund product reports for customers with at least 100
enrolled lives in each HealthFund to be used for the financial evaluation and management of each
HealthFund plan.
(2) Annual Accounting Reports - Aetna shall prepare standard annual accounting reports detailing product specific
financial and plan information including enrollment fees and/or rates for each Agreement Period.
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(3) Annual Renewal Reports — Aetna shall prepare standard annual renewal reports detailing product specific
financial and plan information, including enrollment fees and/or rates for each Agreement Period.
Any additional reporting formats and the price for any such reports shall be mutually agreed upon by the
Customer and Aetna.
Upon request of the Customer, for no additional charge, Aetnashall provide either of the following
services in support of the preparation of Plan descriptions:
(4) Prepare an Aetna standard Plan description, including descriptions of benefit revisions; or
(5) Review the Customer -prepared employee Plan descriptions, subject to the Customer's final and sole
authority regarding benefits and provisions in the self -insured portion of the Plan.
If the Customer requires both preparation (1) and review (2), Aetna may require an additional charge.
(G) Upon request of the Customer, Aetna will arrange for the printing of Plan descriptions, with all costs borne by
the Customer.
(H) Upon request of the Customer, if applicable, Aetna will provide assistance in connection with the preparation ofthe
Customer's draft Summaries of Benefits and Coverage (SBCs). Aetna may charge an additional fee for such request.
(I)
The Customer acknowledges that it has the responsibility to review and approve all Plan documents and SBCs, if
applicable, and shall have the final and sole authority regarding the benefits and provisions of the Plan(s), as
outlined in the Customer's Plan document. Aetna shall have no responsibility or liability for the content of any of
the Customer's Plan documents, or SBC's, if applicable, regardless of the role Aetna may have played in the
preparation of such documents.
4. NETWORK ACCESS SERVICES
(A) Aetna shall provide Plan Participants with access to Aetna's network hospitals, physicians and other health care
providers ("Network Providers") who have agreed to provide services at agreed upon rates and who are
participating in the applicable Aetna network covering the Plan Participants. The Customer agrees to be bound by
all of Aetna's provider agreements as amended from time to time.
(B) Aetna has value -based contracting ("VBC") arrangements with Network Providers. These arrangements reward
providers based on indicators of value, such as, effective population health management, efficiency and quality
care. Contracted rates with Network Providers may be based on fee -for -service rates, case rates, per diems,
performance- based contract arrangements, risk -adjustment mechanisms, quality incentives, pay -for -performance
and other incentive and adjustment mechanisms. These mechanisms may include payments to physicians, physician
groups, health systems and other provider organizations, including but not limited to organizations that may refer
to themselves as accountable care organizations and patient -centered medical homes, in the form of periodic
payments and incentive arrangements based on performance. Aetna will process any incentive payments
attributable to the Plan in accordance with the terms of each VBC arrangement. Each Customer's results will vary. It
is possible that incentives paid to a particular provider or health system may be required even if the Customer's
own population did not experience the same financial or qualitative improvements.
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It is also possible that incentives will not be paid to a provider even if the Customer's own population did experience
financial and quality improvements. Upon request, Aetna will provide additional information regarding our VBC
arrangements.
(C) Retroactive adjustments are occasionally made to Aetna's contract rates. Retroactive adjustments may occur,
for example, when the federal government does not issue cost of living data in sufficient time for an
adjustment to be made on a timely basis, or because contract negotiations were not completed by the end of
the prior price periodor due to contract dispute settlements. In all cases, Aetna shall adjust the
Customer's payments accordingly. The Customer's liability for all such adjustments shall survive the
termination of the Agreement.
(D) Aetna may contract with vendors who in turn are responsible for contracting with the providers who perform the
health care services, and potentially for certain other services related to those providers such as claims processing,
credentialing, and utilization management. Under some of these arrangements, the vendor bills Aetna directly for
those services by its network of providers at the vendor's contracted rate with Aetna, and Aetna pays the vendor for
those services. In certain cases, the amount billed by the vendor to Aetna, paid pursuant to the plan, includes an
administrative fee for delegated services by the vendor. As a result, the amount the vendor pays to the health care
provider through the vendor's contract with the provider may be different than the amount paid pursuant to the
Plan because the allowed amount under the Plan will be Aetna's contracted rate with the vendor, and not the
contracted amount between the vendor and the health care provider.
(E) Aetna reserves the right to set a minimum plan benefit design structure for in -area network claims to which the
Customer must comply in order to access a particular Aetna network.
(F) Aetna shall maintain an online directory containing information regarding Network Providers. Upon request and for
an additional charge, Aetna shall provide the Customer with paper copies of physician directories.
(G) Aetna makes no guarantee and disclaims any obligation to make any specific health care providers or any particular
number of health care providers available for use by Plan Participants or that any level of discounts or savings will be
afforded to or realized by the Customer, the Plan or Plan Participants.
General Administration Schedule
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MEDICAL
SERVICE AND FEE SCHEDULE
TO THE MASTER SERVICES AGREEMENT
EFFECTIVE January 1, 2019
The Service Fees and Services effective for the period beginning January 1, 2019 and ending December 31, 2019 are
specified below. They shall be amended for future periods, in accordance with section 4 of the Agreement. Any
reference to "Member" shall mean a Plan Participant as defined in the Agreement
Administrative Service Fees
Based on the package of services selected and enrollment awarded to Aetna, the per employee per month
administrative services fees by plan for each of the first three contract periods, as revised and quoted on
October 9, 2018, are:
Plan
Projected
Enrollment
PEPM
Choice POS II
1,241
$13.00
• Our proposed fees are contingent upon Aetna Pharmacy being included.
• We have provided a fee guarantee for each of the first three contract periods from January 01, 2019
through December 31, 2021 for the self -funded coverages included in this proposal (each a
"Guarantee Period"). The mature fees are guaranteed according to the per -employee, per -month fees
as illustrated on the financial exhibit(s). If you place the products and services included in this multi-
year fee guarantee out to bid, this guarantee is nullified.
• Retained Rebate Program - We have offered an alternative to our standard rebate share. Your
monthly year one medical fees have been reduced by $48.44 per -employee, per -month (PEPM). In
addition, your year two monthly fees have been reduced by $48.44 PEPM and your year three fees
reduced by $48.44 PEPM. In exchange, we will keep all pharmacy rebates generated under your
pharmacy program. Depending on your member utilization, the rebates we keep may be more, or
less, than the reduced fee. There is no true up of rebates under this option. This fee offset is for the
period(s) January 01, 2019 through December 31, 2021.
Self Funded Fees include:
Included Services / Programs in Above Administrative Fees
Implementation
Designated Implementation Manager
Open Enrollment Marketing Material (noncustomized)
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Onsite Open Enrollment Meeting Preparation
Standard ID Cards
General Administration
Experienced Account Management Team
Designated billing, eligibility, plan set up, underwriting and drafting services
Review or draft plan documents
Summary of Benefits and Coverage (SBCs)
Member Service Model
Claim Administration
Member Services
Aetna Voice Advantage®
Dedicated toll -free number
Designated Service Center
Aetna Concierge
Plan Sponsor Liaison
Special Investigations / Zero Tolerance Fraud Unit
Medical Network Services
Network Access / Full National Reciprocity
Institutes of ExcellenceTM (Transplants)
Institutes of Quality (IOQ) Same Benefit
Medical Management Programs
Utilization Management Inpatient Precertification
Utilization Management Outpatient Precertification
Utilization Management Concurrent Review
Utilization Management Discharge Planning
Utilization Management Retrospective Review
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Aetna Compassionate CaresM Program (ACCP)
Aetna In Touch CaresM Premier - Designated
Infertility Case Management
Transitional Care Management
Aetna Wellness Programs and Services
MedQuery® with Physician Messaging
Aetna Healthy Actions
Get Active
24/7 Nurse Line - Informed Health' Line
Simple Steps to Healthier Life (includes Health Assessment)
Online Member Tools and Resources
DocFind® (online provider directory)
Aetna Navigator®
Health History Report
Health Decision Repot - Basic
24/7 Call Service
Claim Fiduciary Options
Aetna Full Claim Fiduciary - Option 1
Aetna provides External Review
Medical Allowances
Implementation/Communication Allowance $60,000
Annual Wellness Allowance - $100,000
Services included through the claim wire:
Claim Wire Billing Programs
Charged through the claim wire. Not included in
the PEPM fees above.
Subrogation
37.5% of recovered amount will be retained
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Coordination of Benefits, Retro
Terminations, Medical Bill and Hospital Bill
Audits, Workers Compensation, DRG and
Implant Audits
37.5% of recovered amount will be retained
Third Party Claim and Code Review
Program
37.5% of recovered amount will be retained
National Advantage' Program
50% of savings will be retained
Standard Facility Charge Review
50% of savings will be retained
Itemized Bill Review
50% of savings will be retained
Teladoc General Medical Administrative
Fee (PMPM)
$0.25
Teladoc Behavioral Health Administrative
Fee (PMPM)
$0.07
Teladoc Per Consultation Fee
$3.00 per each Teladoc Consultation
Aetna Oncology SolutionsSM
$80 per month of active treatment
Underwriting Caveats
Self Funded Medical Caveats
Guarantees
Performance Guarantees — Medical
In total, we will put 20% of our applicable guarantee period administrative service fees/premium at risk
through Performance Guarantees. The guarantee period administrative service fees/premium will be
calculated at the end of each guarantee period and will be based on the total number of employees actually
enrolled in the plans listed below.
The guarantees described herein will be effective from January 1, 2019 to December 31, 2019 (hereinafter
"guarantee period").
The performance guarantees will apply to the self -funded Aetna Choice POS II Medical plans administered
under the Administrative Services Only Agreement ("Services Agreement")/Group Agreement. These
guarantees do not apply to non -Aetna benefits or networks.
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We are committed to delivering high quality service as we administer your healthcare benefits. We demonstrate our commitment to quality performance with
the Performance Guarantee outlined below:
Performance Category
Target
■ Implementation - Overall
Average score on evaluations of 3.0
■ Implementation - ID Cards
97% within 15 business days of receiving file
■ Account Management - Overall
Average score on evaluations of 3.0
• Claims Administration - Turnaround Time
14 calendar days for 90.0% of processed rlaims
• Claims Administration - Financial Accuracy
99%
■ Claims Administration - Total Claim Accuracy
95%
• Member Services - Average Speed of Answer
30 seconds
• Member Services - Abandonment Rate
2.5%
Total % at Risk
of Fees at Risk
3.0%
1.5%
3.0%
2.5%
2.5%
2.5%
2.s%
2.5%
20,0%
T
In no event will the total collected administrative service fees be adjusted by more than 40 percent due to the result of all guarantees combined.
'Collected fees' means those fees collected for the guarantee period as of the time of the final reconciliation of the guarantee.
The guarantees described herein will be effective from January 1, 2019 to December 31, 2020. (hereinafter
"guarantee period").
The performance guarantees will apply to the self -funded Aetna Pharmacy Management plans administered
under the Administrative Services Only Agreement ("Services Agreement"). These guarantees do not apply to
non -Aetna benefits or networks.
Accurate Data
We are relying on information from you and your representatives in establishing the fees and terms of this proposal. If any of
this information is inaccurate and has an impact on the cost of the programs, we reserve the right to adjust our fees and
terms upon the receipt of corrected information.
Additional Products and Services
Costs for special services rendered that are not included or assumed in the pricing guarantee will be billed through the claim
.1,4/ire, on a single claim account, when applicable, to separately identify charges. Additional charges that are not collected
through the claim wire during the year will either be direct -Wiled or reconciled in conjunction with the year-end accounting
and may result in an adjustment to the final administration charge. For example, you will be subject to additions; charges for
customized communication materials, as well as costs associated with custom reporting, booklet and SPD printing, etc, The
costs for these types of services will depend upon the actual services performed and will be determined at the time the
service is requested.
Advanced Notification of Fee change
We will notify Customer of any ee change at least 31 days prior tc: the effective date of fee change.
Alternate Office Processing
We regularly use both internal and external claim adjudication services to meet service requirements of our business. These
services may be located inside or outside of the United States. Our quality standards and controls apply to all claims
regardless of where they are processed. Standard pricing assumptions are in effect based on type of product, auto -
adjudication, plan design, and customer specific requirements. We may adjust fees based on the above factors and/or where
you wish to limit use of Alternative Office Processing. (AOP).
Banking Arrangement. - Standard Stockpiling
When paid claims have accumulated to more than $20,000, a request will be sent to you and/or your bank requesting funds
for the total paid claims from the previous day(s). For most customers, this will mean daily claim wire transfers. In addition,
there will be a month end close out request on the first banking day of each subsequent month.
We have assumed you will use no more than three primary banking lines which are shared across all self -funded products,
excluding Flexible Spending Accounts (FSA). Additional wire lines and customized banking arrangements will result in an
adjustment to the proposed pricing.
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Claim History Transfer (set up)
`These files are used to administer deductible and internal maximums. There is no cost associated with receiving claim history
I files electronically from the prior carrier for initial implementation. There will be a charge for files received in a format other
than electronically; costs are based on the complexity and format of the data.
Data Integration (Set-up)
'Our proposal assumes one historical medical and one historical pharmacy data integration. For an additional fee, historical
5 medical and pharmacy data integration feeds maybe added.
I Data Integration (Ongoing)
Options and pricing for integrating claims data from an external vendor into one or more of our systems will vary depending
on the scale of the Plan Sponsor's integration needs.
Data Transfer at Termination
Upon contract termination, we agree to cooperate with succeeding administrators in producing and transferring required
claim and enrollment data. Data will be transferred within 30 days after determination of specific format and content
trequirements, subject to a charge that is based on direct labor cost and data processing time.
Eligibility Transmission
i We will receive eligibility information weekly or biweekly, from the Plan Sponsors locations) and/or by
the Plan Sponsor's designated vendor. Our preferred method of submission is via electronic connectivity, We do not charge
for the first 4 electronic reporting (ELR) segments whether associated with one transmission or by multiple methods. Costs
associated with more than 4 electronic reporting segments or with any custom programming necessary to accept the Plan
Sponsor`s eligibility information and/or information coming from a designated vendor are not included in this proposal and will
be assessed separately. During the installation, we will review all available methods of submitting eligibility information and
ii iidentify the approach that best meets the Plan Sponsor's needs or the needs of their designated vendor.
Non-ERISA
For a non-ERISA plan, the risks and responsibilities are different from those under ERISA plans, since the ERISA preemption
and ERISA standard of performance do not apply. Our charge for non-ERISA plans must take into account the additional
liability risk as compared to known risks under an ERISA plan. An additional 50.35 per -employee, per -month is charged for
non-ERISA plans and has been included in our fees as shown on the financial exhibit(s).
External Review
j External Review is included in our self -funded proposal. External review uses outside vendors who coordinate a medical
review through their network of outside physician reviewers. When customers retain claim fiduciary responsibility, we will
pass through the actual vendor charges on a direct -charge basis.
First Year Renewal
The first year renewal will be delivered 60-90 days prior to the anniversary date.
HCR Dependent to Age 26
Source documentation of the dependent limiting age is required for plan installation.
In the absence of documentation from the current carrier(s), the tee and Stop loss rates consider the dependent limiting age
is up to age 26 student/non-student based on health care reform legislation. The expected claims and, if applicable, the
resultant Stop Loss factors [and claim target factors) contemplate the change to a dependent limiting age of up to 26/26
!student/non-student and may be amended upward upon receipt of the dependent eligibility documentation.
Late Payment
iIf the Plan Sponsor fails to provide funds on a timely basis to cover benefit payments as provided in the Agreement, and/or
fails to pay service fees on a timely basis as provided in such Agreement, vie will assess a late payment charge.
The current charges are:
- late funds to cover benefit payments (e.g.. late wire transfers after 24 -hour request':: 12.0% annual rate
- late payments of service fees after 31 day grace period: 12.0% annual rate
We reserve the right to collect any incurred late payment charges through the claim wire on a monthly basis provided
'there are no other special payment arrangements in -force to fund any incurred late payment charges. The Plan Sponsor
'will be notified by us in writing to obtain approval prior to billing any late payment charges through claim wire.
We will provide advance written note to the Plan Sponsor of any charge to late payment charges. The late payment
charges described in this section are without limitation to any other rights or remedies available to us under the
Agreement or at law or in equity for failure to pay.
Mental Health/Substance Abuse
Mental health/chemical dependency benefits are included.
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Medical Service Center
Claim administration and member services for the quoted plans will he managed centrally by the
p.m., or local time (based on where the member resides).
Patient Management Center
Patient Management services for the plan sponsor will be administered by our regional Patient Management Center.
Participation
There is a minimum requirement of 150 enrolled subscribers for administration of our self -funded plans. Our financial
guarantee is contingent on the total number of covered medical and/or pharmacy lives (i.e., the total number of subscribers
enrolled for coverage) quoted in the proposal.
Pharmacy Benefits
Prescription drug benefits are included and will be provided through Aetna Pharmacy Management.
If you terminate your Aetna prescription drug benefits, Aetna will increase the ASC Service Fees and medical trend, and the
customer may also be subject to additional charges to integrate data with external Pharmacy vendors.
Plan Design
This proposal response is based on the benefit plan designs, plus any noted deviations. Our standard provisions, contract wording and
claim settlement practices will apply for items not specifically outlined.
Policies and Claims Settlement Practices
Our standard contract provisions and claim settlement practices will apply. if a material change is initiated by the Plan
Sponsor or by legislative or regulatory action in the claim payment requirements or procedures, account structure.
or any changes materially affecting the manner or cost of paying benefits, we reserve the right to adjust our financial
package accordingly.
Contract Period
Our pricing takes into account all of the multiple product and programs you ha. e with us. We also assume the quoted
products and programs will be in effect for the full 12 months of the plan year.
Pricing and Underwriting Basis
The proposed plan of benefits will be extended to the participant group(s) included on the census file that was submitted
with the request for proposal, Our enrollment assumptions are shown on the attached financial exhibit(s).
Coverage will not be extended to additional participant groups without review of supplemental census information
and other underwriting information for appropriate financial review.
Producer Compensation
The quoted fees include the requested producer compensation of $8.00 PEPM on the Administrative Services Agreement.
Producer Compensation
We have various programs for compensating agents, brokers and consultants. If you would like information regarding
compensation programs for which your producer is eligible, payments (if any) which we have made to your producer, or
other material relationships your producer may have with us, you may contact your producer or your account representative.
Run -In Claims
Our proposal excludes run-in claim processing from the prior carrier (claims incurred before the effective date of the plan).
Run -Off Claims Processing
Our fees reflect an incurred (mature) claim base and take into account the expenses associated with the processing of run-
off claims following cancellation, subject to the conditions of our financial guarantee.
SPD Modification
Our Service Fees include the standard Summary Plan Description language and any customization may require an additional
cost.
Third -Party Audits
We do not typically charge to recoup internal costs associated with a third -party audit. We reserve the right to recover these
expenses if significant time and materials are required.
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Value -Based Contracting
Introduction to Value -Based Contracting
We have a variety of different value -based contracting (VBC) arrangements with many of our Network Providers. These
arrangements compensate providers to improve indicators of value such as, effective population health management,
efficiency and quality care.
Value -Based Contracting Models
We have VBC arrangements ranging from bundled payments and pay -for -performance approaches to more advanced
forms of collaborative arrangements that include integrated technology and case management, aligned incentives and
risk sharing. Our VBC models include:
Pay for Performance (P4P). Under P4P programs, we work together with providers (doctors and hospitals) to develop
and agree to a set of quality and efficiency measures and their performance impacts their total compensation.
Bundled Payments. In a Bundled Payment model, a single payment is made to doctors or health care facilities (or jointly
to both) for all services associated with an episode -of -care. Bundled payment rates are determined based on the total
expected costs for a particular treatment, including pre- and post -treatment services, and are set to incentivize efficient
medical treatment.
Patient Centered Medical Home (PCMH). In a PCMH, a primary care doctor leads a clinical team that oversees the care
of each patient in a practice. The medical practice receives data about their patients' quality and costs of care in order to
improve care delivery. Financial incentives can be earned based upon performance on specific quality and efficiency
measures.
Accountable Care Organizations (ACOs). In an ACO, we team up with systems of doctors, hospitals and other health
care providers to help these organizations manage risk, improve clinical care management, and implement data and
technology to connect providers, health plans and patients. The ACO arrangements include financial incentives for the
organization to improve the quality of patient care and health outcomes, while controlling costs.
We will continue to evolve our value -based contracting arrangements over time. We employ a broad spectrum of
different reimbursement arrangements with providers to advance the goals of improving the quality of patient care and
health outcomes, while controlling costs.
Value -Based Contracting Example Calculations
A customers' financial responsibility under many VBC arrangement is determined based on provider performance, using
an allocation method appropriate for each particular performance program. These methods include: percentage of
allowed claims dollars; number of members; percentage of member months.
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Examples
Pay for Performance. Percentage of allowed claims dollars:
Achieving agreed upon clinical and efficiency performance goals by comparing performance year end to
performance year baseline or an industry standard.
Provider earns $100,000 performance -based compensation for the 12 -month period January to December;
All plan sponsors, combined incurred $8,500,000 in claims with the provider for the 12 -month period January to
December;
Plan sponsor incurred $150,000 in claims with the provider for the 12 -month period January to December;
Plan sponsor's share of claims costs is ($150,000/$8,500,000) = 1.7647 %. Formula: (Plan sponsor incurred claims/All
plan sponsors incurred claims);
Plan sponsor's share of the $100,000 performance -based compensation is 1.7647 %* $100,000) = $1,764.70, which
would be processed as a claim through ordinary self -funded banking channels.
Patient Centered Medical Home and Accountable Care Organization. Percentage of member months:
Achieving agreed upon clinical and efficiency goals as measured by performance year end to performance year
baseline or an industry standard.
Provider earns $100,000 performance -based compensation for the 12 -month period January to December;
All plan sponsors, combined had 100,500 member months with the provider for the 12 -month period January to
December;
Plan sponsor had 9,500 member months(for 850 unique members) attributed to the provider for the 12 -month period
January to December;
Plan sponsor's share of the member months is (9,500/100,500) = 9.4527 %. Formula: (Plan sponsor member months/All
plan sponsors months);
Plan sponsor's share of the $100,000 performance -based compensation is (9.4527 %* $100,000) = $9,452.73, which
would be processed as a claim through ordinary self -funded banking channels.
Patient Centered Medical Home and Accountable Care Organization. Number of Members:
In addition to Example 2 above, a quarterly Accountable Care Payment (ACP) may be made to the provider to fund
activities necessary to meet the financial and clinical objectives. These are paid quarterly either during, or after the
end of each quarter. The financial impact is considered in the total financial package negotiated with the provider.
We determine the attributed patients for the provider for the quarter April through June;
Plan sponsor had 850 members attributed to the provider for the quarter April through June;
ACP and FFS payments are incorporated into the final analysis of provider performance against the medical claims
target;
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Proprietary
We apply the agreed upon rate to the attributed patients; i.e. $2.00 per -member, per -month (PMPM) = $6.00 per
quarter per member, to determine funding to the provider;
Plan sponsor's calculated share is $5,100 ($6.00 * 850), which would be processed as a claim through ordinary self -
funded banking channels.
General
We will process any payments in accordance with the terms of each VBC arrangement. In each of the VBC models, self -
funded plan sponsors reimburse us for any payment attributable to their plan when the payments are made. Each
customer's results will vary. It is possible that payments paid to a particular provider or health system may be required
even if the plan sponsor's own population did not experience the same financial or qualitative improvements. It is also
possible that payments will not be paid to a provider even if the customer's own population did experience financial and
quality improvements. A report of VBC charges to a plan sponsor will be available on a quarterly basis.
Upon request, we will provide additional information regarding our VBC arrangements.
Medical SFS
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Proprietary
PRESCRIPTION DRUG
SERVICE AND FEE SCHEDULE
TO THE MASTER SERVICES AGREEMENT
EFFECTIVE January 1, 2019
The Service Fees and Services effective for the period beginning January 1, 2019 and ending December 31, 2019 are
specified below. They shall be amended for future periods, in accordance with section 4 of the Agreement. Any
reference to "Member" shall mean a Plan Participant as defined in the Agreement.
Pharmacy Discounts & Fees
Pricing Arrangement
Traditional
Network
Aetna National with Extended Day Supply (Retail 90) Network
Employees
1,241
RETAIL
30
'01/01/2019 "
` °'01/01/2020
01/01/2021
Brand Discount
AWP - 18.00%
AWP -18.10%
AWP - 18.20%
Generic Discount
AWP - 82.00%
AWP - 82.20%
AWP - 82.40%
Dispensing Fee
$1.00 per script
$1.00 per script
$1.00 per script
RETAIL 90
01/01/2019 ..
�. 01/01/2020
01/01/2021 n ,
Brand Discount
AWP - 19.50%
AWP -19.60%
AWP - 19.70%
Generic Discount
Included in Retail 30 pricing above
Dispensing Fee
$0.85 per script
$0.85 per script
$0.85 per script
Mail Benefit Type
MAIL ORDER PHARMACY
Mail Order Pharmacy
01/01/2019.
01/01/2020
01/01/2021
Brand Discount
AWP - 25.00%
AWP - 25.10%
AWP - 25.20%
Generic Discount
AWP - 84.00%
AWP - 84.20%
AWP - 84.40%
Dispensing Fee
$0.00 per script
$0.00 per script
$0.00 per script
Network
AETNA SPECIALTY PHARMACY
Aetna Specialty Network
Price List
Not Applicable
,01/01/2019 ,
01/01/2020 ';
01/01/2021
Discount
AWP -16.50%
AWP -16.60%
AWP -16.70%
Dispensing Fee
$0.00 per script
$0.00 per script
$0.00 per script
Prescription Drug SFS
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Proprietary
Terms & Conditions
The pricing and services set forth herein are subject to the following Terms & Conditions:
• To the extent the pricing and services outlined in this document are part of a proposal to the Customer, the
pricing set forth herein is valid for 90 days from the date of such proposal.
• The pricing and services contained herein are limited to prescription drugs dispensed by a Participating
Pharmacy to Plan Participants.
• Prescriptions dispensed by a Participating Retail Pharmacy shall be processed at the lower of the pharmacy's
submitted Usual & Customary Retail Price, MAC (where applicable) plus a Dispensing Fee, or discounted AWP
cost plus a Dispensing Fee.
• MAC Pricing applies at Mail Order.
• Cost Share will be calculated on the basis of the rates charged to the Customer by Aetna for Covered
Services, except for fixed copays or where required by law to be otherwise.
• Discounts and Dispensing Fees contained in this Service and Fee Schedule are guaranteed on an annual
basis, subject tothe following conditions:
o Discount and Dispensing Fee guarantees are measured individually and reconciled in the aggregate;
surpluses in one or more component guarantees may be used to offset shortages in other component
guarantees.
o Discount and Dispensing Fee guarantees shall be reconciled and reported to Customer within one
hundred eighty
(180) days following the guarantee period.
o Discount guarantees are calculated on ingredient cost prior to the application of Plan Participant
copayand include zero balance due claims.
o The following types of Prescription Drug claims are excluded from the Discount and Dispensing Fee
guarantees contained herein: compound drug claims, direct Plan Participant reimbursement / out -
of -network claims, over -the- counter products, and vaccines. In addition, we do not identify or
administer any claims for 340B.
o Retail pricing guarantees include claims that reflect the Usual & Customary Retail Price.
o Single Source Generic Drugs are excluded from the Generic Discount guarantees.
o Brand Drug Discount guarantees include Single Source Generic Drugs.
o Prescriptions dispensed by Aetna Specialty Pharmacy are included in the Aetna Specialty
PharmacyDiscount guarantee listed above.
o Aetna has assumed 0% in-house pharmacy utilization. Aetna reserves the right to re-evaluate the
proposed pricing if the actual in-house pharmacy utilization varies from this assumption.
• Plan design and benefits must be finalized 45 days prior to the effective date for implementation of
Aetna's Standard Formulary. A mailing to impacted members is available if a claim file is provided 60
days prior to the effectivedate.
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Proprietary
• Aetna Specialty Network means members obtain all specialty medications through a participating specialty
network (nofills at retail allowed).
• Proposed pricing includes the Choose Generics program.
• Pricing and terms in this proposal assume the Customer has elected the Aetna Standard Formulary.
Additional Disclosures
The Customer acknowledges that the Retail Discounts and Dispensing Fees contained in this Agreement reflect a
Traditional or Lock -In pricing arrangement. Traditional or Lock -In Pricing means that the amount charged to the
Customer and Plan Participants for retail network claims may differ from the amount paid to Participating Retail
Pharmacy and/or Aetna's PBM subcontractor and Aetna retains the difference, in addition to any other fees or charges
agreed upon by Aetna and Customer, as compensation for the pharmacy benefit management services provided to the
Customer.
Aetna reserves the right to make appropriate changes to these price points if any event materially impacts Aetna's net
income derived under this Agreement. Such events include (i) the termination or material modification of any material
manufacturer Rebate contract, (ii) any significant changes in the composition of Aetna's pharmacy network or in Aetna's
pharmacy network contract compensation rates with its pharmacy network subcontractor, CVS Health, (iii) a change in
government laws or regulations, (iv) a change in the Plan that is initiated by Customer, (v) AWP is discontinued or
modified in whole or in part, or (vi) a greater than 15% change in enrollment or a material change, as defined by Aetna,
in the drug utilization, plan design, geographic mix or demographic mix of the covered population from what was
assumed at the time of underwriting. Aetna shall provide the Customer with at least sixty (60) days written notice of
such changes together with a sufficiently detailed explanation supporting these price point changes. If sixty (60) days
written notice is not practicable under the circumstances, Aetna shall provide written notice as soon as practicable.
Aetna reserves the right to modify its products, services, and fees, and to recoup any costs, taxes, fees, or assessments,
in response to legislation, regulation or requests of government authorities. Any taxes or fees (assessments) applied to
self -funded benefit Plans related to The Patient Protection and Affordable Care Act (PPACA) will be solely the obligation
of the Plan sponsor. The pharmacy pricing contained herein does not include any such Plan sponsor liability.
Formulary Management
Aetna offers several versions of formulary options ("Formulary") for Customer to consider and adopt as Customer's
Formulary. The formulary options made available to Customer will be determined and communicated by Aetna prior to
the implementation date. Customer agrees and acknowledges that it is adopting the Formulary as a matter of its plan
design and that Aetna has granted Customer the right to use one of its Formulary options during the term of the
Agreement solely in connection with the Plan, and to distribute or make the Formulary available to Plan Participants. As
such, Customer acknowledges and agrees that it has sole discretion and authority to accept or reject the Formulary that
will be used in connection with the Plan. Customer further understands and agrees that from time to time Aetna may
propose modifications to the drugs and supplies included on the Formulary as a result of factors, including but not
limited to, market conditions, clinical information, cost, rebates and other factors. Customer also acknowledges and
agrees that the Formulary options provided to it by Aetna is the business confidential information of Aetna and is
subject to the requirements set forth in the Agreement.
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Proprietary
Other Payments
Aetna's PBM subcontractor may also receive network transmission fees from its network pharmacies for services it
provides for them. These amounts are not considered Rebates and are not shared with plan sponsors. These amounts
are also not considered part of the calculation of claims expense for purposes of Discount Guarantees.
Customer agrees that the amounts described above are not compensation for services provided under this Agreement
by either Aetna or Aetna's PBM subcontractor, and instead are received by Aetna in connection with network
contracting, provider education and other activities Aetna conducts across its book of business. Customer further
agrees that the amounts described above belong exclusively to Aetna or Aetna's PBM subcontractor, and Customer has
no right to, or legal interest in, any portion of the aforesaid amounts received by Aetna or Aetna's PBM subcontractor.
Early Termination
In the event Customer terminates the Agreement prior to December 31, 2021 (an "Early Termination") Aetna shall
assess a penalty equal to $400,000. If there is a loss of enrollment greater than 15% after year 1, a partial early
termination fee may apply. The partial fee will be calculated by taking the total termination fee divided by the total
number of employees initially enrolled multiplied by the number of employees that have left Aetna. The calculation of
the termination fee is applicable to subsequent losses of enrollment and not subject to a one-time event. Termination
for purposes of this condition is defined as 50 percent or greater membership reduction from the membership we
assumed in this Service and Fee Schedule.
The pharmacy guarantees agreed to between the Customer and Aetna, if any, shall be considered null and void for the
Plan year prior to an early termination subject to any exception thereto provided herein. In addition, there will not be
any partial -year reconciliation of guarantees with loss of enrollment as outlined above.
Late Payment Charges
If the Customer fails to provide funds on a timely basis to cover benefit payments and/or fails to pay service fees on a
timely basis as required in the Agreement, Aetna will assess a late payment charge. The current charges are outlined
below:
i. Late funds to cover benefit payments (e.g., late wire transfers): 12.0% annual rate
ii. Late payments of Service Fees: 12.0%, annual rate
In addition, Aetna will make a charge to recover its costs of collection including reasonable attorney's fees. We will
notify the Customer of any changes in late payment interest rates. The late payment charges described in this section
are without limitation to any other rights or remedies available to Aetna under the Service and Fee Schedule or at law or
in equity for failure to pay.
Pharmacy Audit Rights and Limitations
Customer is entitled to an annual electronic claim audit subject to standard pharmacy benefit audit practices and audit
terms and conditions outlined in the pharmacy services schedule.
Pharmacy audits shall be conducted at the Customer's own expense unless otherwise agreed to between the Customer
and Aetna.
Prescription Drug SFS
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Aetna Specialty Pharmacy
Discounts and Dispensing Fees for Specialty Products that are covered under the pharmacy plan and dispensed to Plan
Participants through Aetna Specialty Pharmacy (ASRx) are indicated on the ASRx fee schedule. A copy of the Customer's
ASRx fee schedule will be provided at renewal and upon request and may be modified by Aetna from time to time.
Limited Distribution Specialty Products
Certain Specialty Products may not be available at Aetna Specialty Pharmacy (ASRx) due to restricted or limited
distribution requirements. These Specialty Products are referred to as Limited Distribution Specialty Products. Aetna has
contracted with other network pharmacies to dispense Limited Distribution Specialty Products which are excluded from
the pricing and terms contained in this Agreement. A copy of the current list of Limited Distribution Specialty Products
may be obtained from Aetna upon request.
Prescription Drug SFS
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MEDICAL SERVICES SCHEDULE
TO THE
MASTER SERVICES AGREEMENT
EFFECTIVE January 1, 2019
Subject to the terms and conditions of the Agreement, the medical Services available from Aetna are described below.
Unless otherwise agreed in writing, only the Services selected by the Customer in the Service and Fee Schedule (as
modified by Aetna from time to time pursuant to section 4, Service Fees, of the Agreement) will be provided by Aetna.
Additional Services may be provided at the Customer's written request under the terms of the Agreement. This Schedule
shall supersede any previous document(s) describing the Services.
Some programs are available to Plan Participants and other eligible employees as determined by Customer not
otherwise covered under products provided under this Agreement ("Employee").
I. CLAIM FIDUCIARY
The Customer and Aetna agree that with respect to Section 503 of the Employee Retirement Income Security
Act of 1974, as amended, or applicable state law as appropriate, Aetna will be the "appropriate named
fiduciary" of the Plan for the purpose of reviewing denied claims under the Plan. The Customer understands that
the performance of fiduciary duties under ERISA, or applicable state law as appropriate, necessarily involves the
exercise of discretion on Aetna's part in the determination and evaluation of facts and evidence presented in
support of any claim or appeal. Therefore, and to the extent not already implied as a matter of law, the
Customer hereby delegates to Aetna discretionary authority to determine entitlement to benefits under the
applicable Plan documents for each claim received, including discretionary authority to determine and evaluate
facts and evidence, and discretionary authority to construe the terms of the Plan. It is also agreed that, as
between the Customer and Aetna, Aetna's decision on any claim is final and that Aetna has no other fiduciary
responsibility.
II. EXTERNAL REVIEW
The Customer has chosen to support the external review process through the use of their own vendors. If Aetna
makes the final level internal review decision, Aetna will direct the Plan Participant to the Customer for external
review requests. If the Customer makes the final level internal appeal decision, the Customer will direct the Plan
Participant as to how and when to file an external review request.
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III. ADDITIONAL AUDIT GUIDELINES
Aetna is not responsible for paying Customers' audit fees or the costs associated with an audit. Aetna will bear
its own expenses associated with an audit; provided (i) the on -site portion of the audit is completed within five
days, and (ii) the sample size is no more than 250 claims. Aetna will notify the Customer prior to the audit, if an
audit request would require an additional payment from the Customer for any audits in excess of the
aforementioned thresholds.
IV. CARE MANAGEMENT SERVICES
1. Utilization Management
a. Inpatient and Outpatient Precertification:
A process for collecting information prior to an inpatient confinement (Inpatient Precertification) or selected
ambulatory procedures, surgeries, diagnostic tests, home health care and durable medical equipment
(Outpatient Precertification). The precertification process permits eligibility verification/confirmation, initial
determination of coverage, and communication with the physician and/or Plan Participant in advance of the
provision of the procedure, service or supply at issue. Outpatient precertification is not applicable to
Indemnity or PPO Products.
b. Concurrent Review:
Concurrent review encompasses those aspects of patient management that take place during the provision
of services at an inpatient level of care or during an ongoing outpatient course of treatment. The concurrent
review process includes obtaining information regarding the care being delivered; assessing the clinical
condition, providing benefit determination, identifying continuing care needs to facilitate appropriate
discharge plans, and identifying Plan Participants for other specialty programs such as Case Management or
Disease Management.
c. Discharge Planning:
This is an interdisciplinary process that assists Plan Participants as their medical condition changes and they
transition from the inpatient setting. Discharge planning may be initiated at any stage of the patient
management process. Assessment of potential discharge planning needs begins at the time of notification,
and coordination of discharge plans commences upon identification of post discharge needs during
precertification or concurrent review. This program may include evaluation of alternate care settings and
identification of care needed after discharge. The goal is to provide continuing quality of care and to avoid
delay in discharge due to lack of outpatient support.
d. Retrospective Review:
Retrospective review is the process of reviewing coverage requests for initial certification after the service
has been provided or when the Plan Participant is no longer in -patient or receiving the service.
Retrospective review includes making coverage determinations for the appropriate level of service
consistent with the Plan Participant's needs at the time the service was provided after confirming eligibility
and the availability of benefits within the Plan Participant's benefit plan.
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Not all services are subject to utilization management. Aetna maintains the discretion as to the particular level
and intensity of these utilization management programs. The services subject to utilization review may vary
from time to time.
2. Case Management Programs:
The Aetna Case Management program is a collaborative process of assessment, planning, facilitation and
advocacy for options and services to meet an individual's health needs in accordance with the Plan through
communication and available resources to promote quality, cost-effective outcomes.
Those Plan Participants with diagnoses and clinical situations for which a specialized nurse, working with the
Plan Participant and their physician, can make a material impact to the course or outcome of care and/or reduce
medical costs will be accepted into the program at Aetna's discretion. Case management staff strives toenhance
the Plan Participant's quality of life, support continuity of care, facilitate provision of services in the appropriate
setting and manage cost and resource allocation to promote quality, cost-effective outcomes in accordance with
the Plan. Case Managers collaborate with the Plan Participant, family, caregiver, physician and healthcare
provider community to coordinate care, with a focus on closing gaps in the Plan Participant's care.
Aetna targets two types of case management opportunities:
• Complex Case Management targets Plan Participants who have already experienced a health event and are
likely to have care and benefit coordination needs after the event. The objective for Case Managers is to
identify care or benefit coordination needs which lead to faster or more favorable clinical outcomes and/or
reduced medical costs.
• Proactive Case Management targets Plan Participants, from Aetna's perspective, who are misusing, over-
using or under -utilizing the health care system, leading them towards avoidable and costly health events.
This program's objective is to confirm gaps in Plan Participants' care leading to their over -use, misuse, or
under -use, and to work with the Plan Participant and their physician to close thosegaps.
Case management programs can vary based on the level of advocacy and overall intensity of the programs. The
variation is determined by the changing the thresholds by which Plan Participants are identified for outreach.
The various case management program options include:
• Aetna Flexible Medical Models"'- This program provides the Customer with the option to purchase more
clinical resources devoted specifically to their Plan Participants. The Flex Model provides a Single Point of
Contact Nurse (SPOC Nurse) and designated team to handle all case management activities for three levels
of Flex Model Options, as elected. This team will engage in outbound Plan Participant outreach calls to
provide case management support based on specific criteria. Each Flexible Medical Management option
provides an increase in member engagement and outreach.
• Dedicated Units, Designated Units and Care Advocate Teams - These services were created to help
coordinate care, support and resources for Plan Participants under one Care Unit.
• Aetna's Dedicated Unit provides centralized care management services for pre -certification,
utilization management and Case Management.
Aetna's Designated Unit is a unit team that provides centralized care management services for
pre -certification, utilization management, and Case Management for a specific set of Customers,
and
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Aetna's Care Advocate Team has customized workflows based on the Customer's needs, vendor
integration, specialized outreach, and program integration. The Care Advocate Teamwill:
• Help the Plan Participant understand their doctor's diagnosis and treatment plan
• Coordinate care across all Aetna programs to help the Plan Participant to optimize useof
Aetna programs,
• Help the Plan Participant decide what questions to ask the doctor or health care provider,
• Introduce the Plan Participant to a disability specialist if they need to file a disabilityclaim
• Support the Plan Participant throughout their treatment and recovery by making follow-
up calls and helping them get the support they need.
These services are the basis for National Accounts Targeted Care Solutions and Custom Case Management
Solutions.
3. Aetna In Touch Cares"' Programs:
Aetna In Touch Care Program addresses chronic and acute conditions holistically, instead of through separate
case management and disease management programs. This program supports Plan Participants with an
integrated program experience for the Plan Participant. Aetna's In Touch Care is condition agnostic, provides a
more holistic approach to care , and a higher level of engagement supporting Plan Participants with the most
risk and the greatest opportunity for health impacts.
Aetna In Touch Care identifies Plan Participants based on assessing their clinical urgency, financial impact, and
clinical impact. Based on this assessment, Plan Participants are then assigned to one of three program tracks:
high, moderate, or low. Plan Participants would then be targeted for either one-on-one nurse support or
through virtual support, providing the appropriate level of support when needed. Plan Participants targeted for
one-on-one support will be assigned a single nurse point of contact providing a holistic approach to care. This
single nurse model also assigns the same nurse to the other family members for support if needed.
Management interactions are tailored to match the Plan Participant's engagement preferences, such as online
contact.
These services are the basis for National Accounts Aetna In Touch Cares"' Solutions and Aetna In Touch Cares"'
Premier offerings.
4. Specialty Case Management Programs:
• Aetna Compassionate Cares"' Program ("ACCP") - The Aetna Compassionate Care Program provides
additional support to terminally ill Plan Participants and their families. It removes barriers to hospice and
provides more choices for end -of -life care so that the Plan Participant is able to spend time with family and
friends outside a hospital setting.
ACCP Enhanced Hospice Benefits Package - The enhanced hospice benefits package includes the following:
• The option for a Plan Participant to continue to seek curative care while in hospice
• The ability to enroll in a hospice program with a 12 -month terminal prognosis
• The elimination of the current hospice day and dollar maximum plan limits
• Respite and bereavement services are included as part of the enhanced hospice benefits. The hospice
services provided through a hospice regularly include these services and are coordinated by the hospice
agency providing care and the Aetna nurse case manager who precertifies care for the Plan Participant.
In addition, bereavement services are available through the Aetna Employee Assistance Program
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("EAP") for Customers without an EAP vendor.
Bereavement counseling shall be available to Plan Participants upon loss of a loved one, and to family and
caregivers of a Plan Participant enrolled in ACCP following the death of such Plan Participant.
• Infertility Case Management: - Aetna operates two types of infertility programs:
Basic Infertility Program coordinates covered diagnostic services and treatment of the underlying medical
causesof infertility, helps Plan Participants understand complex infertility treatments and helps control
treatment costs through care coordination and patient education.
• Infertility Case Management Program provides education and information resources for Plan Participants
who are experiencing infertility. Depending on the plan selected, the program may guide eligible Plan
Participants to a select network of infertility providers for covered or non -covered services. If the services
are covered, Aetna's Infertility Case Management Unit issues any appropriate authorizations required
under the Plan.
5. National Medical Excellence Program®/Institutes of Excellence"'/Institutes ofQuality®:
The National Medical Excellence Program was created to help arrange for access to effective care for Plan
Participants with particularly difficult conditions requiring transplants or complex cardiac, neurosurgical or other
procedures, when the needed care is not available in a Plan Participant's service area. The program utilizes a
national network of experienced providers and facilities selected based on their volume of cases and clinical
outcomes. The National Medical Excellence Program Unit provides specialized case management through the
use of nurse case managers, each with procedure and/or disease -specific training. There are two networks:
• The Aetna Institutes of Excellence (IOE) transplant network was established to enhance quality standards
and lower the cost of transplant care for Plan Participants. It is made up of a select group of hospitals and
transplant centers that meet quality standards for the number of transplants performed and their
outcomes, as well as access criteria for Plan Participants.
• The Aetna Institutes of Quality (IOQ) are a national network of health care facilities that are designated
based on measures of clinical performance, access and efficiency for orthopedic, cardiac, and bariatric
surgery. Bariatric surgery, also known as weight loss surgery, refers to various surgical procedures to treat
people living with morbid or extreme obesity.
6. Aetna Health ConnectionssM Disease Management:
Aetna Health Connections Disease Management is an enhancement to Aetna's medical/disease management
spectrum, designed to engage the Plan Participant at the appropriate level of care, and assist the Plan
Participant to close gaps in care in order to avoid complications, improve clinical outcomes and demonstrate
medical cost savings.
While traditional disease management is focused on delivering education to Plan Participants about a specific
chronic condition, Aetna Health Connections focuses on the entire person with specific interventions driven by
the CareEngine® System, a patented, analytical technology platform that continuously compares individual
patient information against widely accepted evidence -based best medical practices in order to identify gaps in
care, medical errors and quality issues.
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7. MedQuery®
The MedQuery program is a data -mining initiative, aimed at turning Aetna's data into information that
physicians can use to improve clinical quality and patient safety. Through the program, Aetna's data is analyzed
and the resulting information gives physicians access to a broader view of the Plan Participant's clinical profile.
The data which fuels this program includes claim history, current medical claims, pharmacy, physician encounter
reports, and patient demographics. Data is mined on a weekly basis and compared with evidence -based
treatment recommendations to find possible errors, gaps, omissions (meaning, for example, that a certain
accepted treatment regimens may be absent) or co -missions in care (meaning, for example, drug -to -drug or
drug -to disease interactions). When MedQuery identifies a Plan Participant whose data indicates that there may
be an opportunity to improve care, outreach is made to the treating physician based on the apparent urgency of
the situation. For customers who have elected to purchase MedQuery with member messaging feature, in
certain situations outreach will be made directly to the Plan Participant by MedQuery, requesting that the Plan
Participant discuss with their physician, specific opportunities to improve their care.
When available information reveals lack of compliance with a clinical risk, condition, or demographic -related
recommendation for preventive care, a Preventive Care Consideration ("PCC") is generated. The PCC is a
preventive/wellness alert sent to the Plan Participant electronically via the Plan Participant's Personal Health
Record. Paper copies of a PCC, delivered via U.S. Mail, are also available as an additional purchase option.
8. Personal Health Record:
Personal Health Record ("PHR") is a collection of personal health information about an individual Plan
Participant that is stored electronically. The PHR is designed so that the Plan Participant can maintain his or her
own comprehensive health record. In a PHR developed by a health plan, health information is commonly derived
from claims data collected during plan administration activities. Health information may be supplemented with
information entered by the Plan Participant.
Aetna offers the Aetna CareEngine®-Powered PHR (for Customers who have elected this additional purchase
option). The CareEngine-Powered PHR combines the basic functions of a PHR with a personalized, proactive,
evidence -based messaging platform. The Plan Participant's PHR is pre -populated with health information from
Aetna's claims system. Plan Participants can also input personal health information themselves. An online health
assessment is available to facilitate the self -reporting process. The Aetna CareEngine-Powered PHR also offers
personalized messaging and alerts based on medical claims, pharmacy claims, and demographic information,
and lab reports.
Member Health Engagement Plan ("MHEP") offering aims to help Plan Participants better identify health
opportunities and take action to improve their health and wellness. MHEP features include an enhanced Plan
Participant specific "to-do" list, which includes personalized tasks unique to each Plan Participant's health status
and needs, and a progress bar added to the "My Health Activities" page, which visually shows the percentage of
completed "to-do" list tasks. The progress bar is updated when evidence of action is collected from lab data,
pharmacy claim data, medical claims data, or self -reported data.
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9. Beginning Right® Maternity Program:
Through an intensive focus on prevention, early treatment and education, the Beginning Right Maternity
Program provides women with the tools to help improve pregnancy outcomes and control maternity -care costs
through a variety of services including: risk identification, care coordination by obstetrical nurses and board
certified OB/GYNs, and Plan Participant support.
10. Informed Health® Line:
Informed Health Line ("IHL") provides Employees with toll -free 24-hour/7 day telephonic access to registered
nurses experienced in providing information on a variety of health topics. The nurses can contribute to informed
health care decision -making and optimal patient/provider relationships through coaching and support. Informed
Health Line has added the Healthwise® Video Library to enhance the Employees access to health information.
The Employee can be sent links to health education videos from the Healthwise Video Library, via email.
The range of available service components options include:
• Nurse Information line 1-800# Only. This includes toll -free telephone access to the Informed Health Line.
• Service Plus. (optional additional purchase) Includes toll -free access to the Informed Health Line;
introductory program announcement letter, reminder postcards mailed directly to Employee's homes; and
semi-annual activity utilization report.
• Service Green (optional additional purchase) IHL Service Green is an environmentally friendly version of the
Service Plus option. It provides the same level of service and availability as Service Plus but instead of
mailing postcards and reminders, email is used.
• Optional Service Features. (optional additional purchase) These features may be purchased in conjunction
with the Service Plus or Service Green package and includes an additional introductory kit; and annual Plan
Participant or Employee survey and comprehensive results report.
11. Healthy Lifestyle Coaching:
• Healthy Lifestyle Coaching — This program provides online educational materials, web -based tools and
telephonic coaching interventions with a primary health coach. The program is designed to help Employees
quit smoking, manage their weight, deal more effectively with stress and learn about proper nutrition and
physical fitness. Support is provided through one-on-one telephonic coaching and group coaching.
Additionally, Plan Participants or Employees can receive peer -to -peer support through clinically moderated
online communities.
• Healthy Lifestyle Coaching Lite — This program provides online educational materials, web -based tools and
group coaching interventions designed to help Employees quit smoking, manage their weight, deal more
effectively with stress and learn about proper nutrition and physical fitness. Support is provided through
group coaching. Additionally, Employees can receive peer -to -peer support through clinically moderated
online communities
• Healthy Lifestyle Coaching Tobacco Free - This program provides support to Employees and dependents (18
and older) who want to stop using Tobacco. Employees work with a tobacco cessation specialist to examine
the pros and cons of kicking the habit, set a quit date, understand the mental, physical and social aspects of
using tobacco, develop strategies to overcome their urges and create a plan for staying tobaccofree.
• Healthy Weight — This program drives employee engagement, encourages healthier lifestyle choices and
helps create lasting behavioral changes. The program targets the risk factors associated with being
overweight so Employees and their families can change before disease develops or complications arise.
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12. Simple Steps To A Healthier Life®:
Aetna has developed an internet-based comprehensive management information resource, known as "Simple
Steps To A Healthier Life" (the "Simple Steps"). Employees can access Simple Steps at www.aetna.com, an
online support tool which provides advice relating to disease prevention, condition education, behavior
modification, and health promotion programs that may contribute to the health and productivity of Employees.
Simple Steps allows users to create a health assessment profile that generates personalized health reports. In
addition to generating a health profile/assessment, Employees also have access to an action plan with links to
personalized online health programs called Journeys®, offered through a relationship with RedBrick Health®.
Through RedBrick Health, there is also an alternative health assessment option called RedBrick CompassTM
13. Aetna Healthy ActionssM:
Aetna Healthy Actions provides participation tracking for many of Aetna's wellness and care management
programs. The participation reports generated may be used for incentive administration. Customers can use the
reports to provide their own incentives, which may be HSA deposits, payroll credits, premium
reductions/credits, raffles, etc. Additionally, Aetna can provide incentive administration through gift cards and
credits to Employee's Health Reimbursement Arrangements (HRAs) and Health Incentive Credit (HIC) accounts.
14. Get Actives'" Program:
Get Active is an evidence -based Employee health and wellness program that focuses on bringing employees
together on teams to pursue healthy lifestyles. The program takes the form of a company -wide, multi -week
exercise, walking, and weight loss competition that promotes friendly competition, group support, and
camaraderie in the workplace. The site also allows for the ability to create personal challenges (exercise, sports,
nutrition, smoking cessation, relaxation, etc.), find activity partners, form health -related interest groups (e.g.
healthy cooking club, lunch-time walking group), and share fitness plans with colleagues.
15. Enhanced Clinical Review:
This radiology program is designed, through a clinical prior authorization process, to promote appropriate and
effective use of outpatient diagnostic imaging services and procedures. Aetna will provide these services
nationally and/or regionally, and interact with, free-standing radiology and/or outpatient network facilities that
provide the following services: Computed Tomography/Coronary Computed Tomography Angiograph (CT/CTA),
Magnetic Resonance Tomography, Magnetic Resonance Angiography (MRIs/MRAs), Nuclear Medicine and
Positron Emission Tomography (PET) and/or PET/CT Fusion, Stress Echocardiography (Stress Echo), and
Diagnostic Cardiac Catherization, Sleep Studies and Cardiac Rhythm Implantable procedures (Pacemakers,
Implantable Cardioverter-Defibrillators, and Cardiac Resynchronization Therapy). The Enhanced Clinical Review
program will typically be administered through relationships with third parties.
16. Newtopia
Aetna has partnered with Newtopia, to provide a high -touch, personalized health program to Employees and
eligible dependents, which is focused on obesity and reducing an individual's metabolic syndrome risk factors.
The program includes a genetic saliva testing for 3 genes (unless prohibited by state law) related to obesity,
appetite and eating behavior. The program is tailored to the individual's genetic profile and health assessment,
and is paired with live coaching (either online or via phone) to motivate and engage the individual.
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17.
Aetna Oncology SolutionsSM
The Aetna Oncology Solutions program works with medical oncologists/hematologists, either directly or through
a vendor relationship, to identify factors that can make cancer care more effective, more affordable and safer
for the Plan Participant. Plan Participants utilize providers who use tools and technology (data analysis and
decision -support tools) to assist them with treatment using the most current medical guidelines and drug
therapies considered to be best practices.
18. Lifestyle and Condition Coaching
Lifestyle and Condition Coaching is part of a population health solution for Employees and their dependents
which delivers a holistic, person -centric experience designed to promote healthier and more engaged
employees, which in turn, drives improved organizational performance and cost savings.
The total health and well-being of each participant is monitored and analyzed using sophisticated and integrated
clinical, consumer, behavioral and predictive analytics. A multi -disciplinary care team and digital toolset, helps
participants to achieve their health and well-being goals with personalized support, and education.
The standard Lifestyle and Condition Coaching program offering includes lifestyle and condition management
coaching. However, customers who choose to focus on lifestyle only or chronic conditions only may purchase
standalone options including:
• Lifestyle and Condition Coaching: Lifestylecoaching
• Lifestyle and Condition Coaching: Condition coaching
• Lifestyle and Condition Coaching: Tobacco cessation
Lifestyle and Condition Coaching uses the Aetna Health Index to quantify the difference between the current
and optimal health state for an individual or population. The difference between the current to the optimal
health state is then scored and used to spot health improvement opportunities across an integrated health
profile (e.g. unresolved Care Considerations, nonadherence to chronic medications, uncontrolled diabetes, at -
risk for stroke, low -perception of health, etc.). With this approach, Plan Participants achieve a healthier lifestyle
and better manage conditions like heart disease, type 2 diabetes, hypertension and obesity.
19. Member Engagement Platform
Aetna's member engagement platform provides well-being related digital tools, programs and resources in a
new comprehensive online experience designed to promote participant engagement, and includes visuals and
graphics that prompt participants' interest and enthusiasm. The platform includes device integration and an
online scheduling tool. Optional tools are also available, including the Rewards Center that coordinates incentive
administration, and the ActiveChallenges that promote better nutrition, physical activity and weight
management through team challenges.
The member engagement platform combines the following components:
• Comprehensive, proprietary health assessment
• Health Report and Health Actions
• Online digital coaching
• Personal Health Record
• Health Decision Support
• Health Trackers
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• Health -related videos and online content
• Engaging tools and resources
• Social Communities
• Rewards Center
• ActiveChallenge program (buy -up option)
20. Aetna One® Advocate
Aetna One® Advocate is a high -touch, high-tech customer service model that combines data driven processes
with the expertise of highly -trained advocates. The data that Aetna has about each Plan Participant such as
medical claims, lab values, pharmacy data, precertification requests and provider relationships is combined with
information from Plan Participants regarding their preferred method of communication (i.e. phone calls, emails,
text messages), and the Plan Participant is paired up with an advocate team. Advocate teams may include
concierge -level benefits specialists, nurses, wellbeing professionals, and provider network experts, and are all
cross -trained to provide support from benefit questions to complex care management. Advocates also work
directly with other internal resources or programs, external vendors and network providers to support Plan
Participant and their families.
V. BEHAVIORAL HEALTH SERVICES
1. Managed Behavioral Health:
A set of services that includes both inpatient and outpatient care management.
• Inpatient Care Management provides phone -based utilization review of inpatient behavioral health (mental health and
chemical dependency) admissions intended to contain confinements to appropriate lengths, assure medical necessity
and appropriateness of care, and control costs. Inpatient Care Management provides precertification, concurrent
review and discharge planning of inpatient behavioral health admissions. These services also include identification of
Plan Participants for referral to a Behavioral Health Condition Management program.
• Outpatient Care Management includes precertification on a limited number of selected services. Where
precertification is required, the request for services is reviewed against a set of criteria established by
clinical experts and administered by trained staff, in order to determine coverage of the proposed
treatment. Where precertification is not required, cases are identified for Outpatient Case Management
through the application of clinical algorithms.
2. Behavioral Health Condition Management
The Aetna Behavioral Health Condition Management program identifies and engages Employees diagnosed with
high -risk acute and chronic behavioral health conditions. Employees enrolled in the program get support with
behavior change to improve overall functioning and wellness, which keeps them involved in and compliant with
their treatment. The program promotes active collaboration and coordination of everyone involved in the
Employee's medical and behavioral health care, including providers, family, friends and other Aetna clinical
programs.
Base Level Program (Embedded) - Triggers include: high cost claimants, re -admissions, and multiple
diagnoses/co-morbidities.
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High Level Program (Optional)
This option includes quarterly utilization reports. Triggers include: base embedded triggers plus, medical or
behavioral health diagnosed conditions, inpatient admission, emergency room ("ER") visits for behavioral
health.
3. AbleTo
AbleTo performs outreach, on behalf of Aetna, to offer Plan Participants with certain medical conditions or
those going through certain life changes, an alternative treatment setting. Outreach is made to offer behavioral
health support to Plan Participants using web -based videoconferencing, online interface or telephone support,
instead of a face-to-face office visit. AbleTo provides condition -specific, structured, fixed duration support.
AbleTo is an in -network provider and its clinical team consists of therapists and behavioral health coaches. Each
web -based videoconferencing session, online interface or telephone support session, is subject to Plan terms
applicable to a behavioral health office visit, including cost share, deductible, etc.
VI. TECHNOLOGY/WEB TOOLS
1. Online Provider Directory
Aetna's online participating provider directory --updated daily -- that anyone can use to locate network
physicians and other health care providers such as dentists, optometrists, hospitals and pharmacies.
2. Secure Member Portal
The secure member portal is a Plan Participant website that can be used as an online resource for personalized
health and financial information.
3. Health Decision Support:
Health Decision Support provides educational support so Employees can better understand their conditions and
treatment options, including tests, procedures and surgery. This helps Employees make more informed
decisions for their health care.
Health Decision Support has two options for customers. Both options offer programs for treatment, procedure
and surgery decision support.
• Basic -- Offers 30 programs. It is available to all secure member portal registered users at no additional cost
to customers or employees.
• Premium — (optional additional purchase) Offers over 200 programs and plan sponsor -specific engagement
reporting. Aetna Healthy ActionssM incentive tracking is available for program completion in the premium
option.
4. Metabolic Health in Small Bytes:
Metabolic Health in Small Bytes is a program promoting metabolic syndrome risk reduction and reversal. This
program targets the root cause of obesity by using a holistic approach (mental, emotional, and physiological) to
help Employees identify underlying reasons for their weight and what barriers may exist which impede weight
loss. This program was created through a collaborative effort with Aetna, Duke Diet and Fitness, Duke
Integrative Medicine and eMindful.
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5. Aetna Second Opinion:
Aetna Second Opinion, powered by 2nd.MD is a virtual program that provides access to skilled medical
specialists who are under contract with our vendor 2nd.MD, to provide advice and second opinions. 2nd.MD has
a dedicated 1-800 telephone number, online portal and integrated app. The medical specialists made available
through the 2nd.MD program are independent contractors and are neither employees nor agents of 2nd.MD or
Aetna. 2nd.MD supports a Plan Participant by onboarding the Plan Participant and assigning them a nurse
coordinator, vetting the appropriateness of their second opinion request, connecting the Plan Participant with a
2nd.MD medical specialist based on the Plan Participant's condition, obtaining all relevant medical records and
digitizing, and coordinating the consultation and follow-up. On average, 2nd.MD can provide a plan participant
with a second opinion within three days.
6. eM Life" (in coordination with eMindful):
The eM Life platform offers daily, live short -form classes, an on -demand library of audio and video content,
working memory game, well-being articles, meditation timer, and an annual engagement campaign. It is
available via web browser and mobile devices.
VII. OTHER SERVICES
1. Teladoc
Teladoc is a vendor that provides access to physicians who are under contract with Teladoc, to provide
consultations for non -urgent care needs by telephone. The physicians made available through the Teladoc
program are independent contractors and are neither employees nor agents of Teladoc or Aetna.
2. ALEX® Benefits Advisor
ALEX Benefits Advisor ("ABA") is an interactive, online decision support tool designed to assist employees in
making their benefits elections during open enrollment. A virtual host ("ALEX") begins the session by learning
about the employee so that he can tailor his approach and content to the needs of the individual. ALEX uses
plain language to ask questions about topics such as family status, dependents, health care needs, lifestyle,
financial status and risk tolerance — all the while avoiding insurance jargon often associated with choosing a
benefits plan. The online and mobile -friendly experience includes audio, on -screen text and animations to
ensure an engaging, personalized interaction.
3. Aetna Concierge:
Aetna Concierge is a level of customer service that provides a dedicated team of Aetna employees to support
the delivery of high -touch, tailored service for Customers. The dedicated Aetna Concierges obtain Customer -
specific training in order to serve as a single point of contact across the full -spectrum of plan and benefit
offerings available to Plan Participants, even if such offerings are external to Aetna. The dedicated team is
staffed with more customer service representatives than Aetna's traditional Customer Service Model, without
call handle time guidelines, thereby allowing for longer, more relevant Plan Participant interactions. Aetna
Concierges use their skills and training to listen for opportunities to educate and empower Plan Participants by
sharing insights, providing useful information, and offering guidance through the use of Aetna tools and
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resources so that Plan Participants become more informed health care consumers. Aetna Concierge include a
dedicated team, individual Aetna Concierges can serve as an extension of the Customer benefits team, and as an
available single point of contact for Plan Participants via a dedicated, toll -free 800 -number, as well as via live
web chat through Aetna's secure member portal.
4. Onsite Health Screening Services:
Aetna's Onsite Health Screening Services help employers engage and educate their Employees about wellness at
the workplace. These offerings provide turnkey solutions to support employers' overall wellness strategies,
increase consumerism and promote informed -decision making. Offerings include Onsite Health Screenings,
Workshops, Special Awareness Campaigns; and Educational Resources. Aetna may contract with nationally
recognized vendors to administer Onsite Health Screening Services, and such vendors may be subject to change.
5. Mindfulness at Work (in coordination with eMindful Inc.):
Aetna's Mindfulness at Work program is an evidence -based mind -body solution that targets Employees with
stress. The program teaches evidence -based stress management skills, including mindfulness awareness,
breathing techniques and emotions management. Classes are taught live in an online virtual classroom. The
program is available in multiple formats for convenience and engagement.
6. Aetna Fitness Reimbursement Program:
The Aetna Fitness Reimbursement Program (the "Program"), powered by GlobalFit®, is available to Employees.
The Program provides reporting and reimbursement for fitness expenses, including fitness club/gym dues, group
exercise class fees for classes led by certified instructor; fitness equipment purchases; personal training; and
weight management and nutrition counseling sessions.
7. Peerfit®:
Aetna has contracted with a vendor, Peerfit®, to provide a fitness program. Customers buy access to the
platform for their employees by sponsoring the program. The program would give each employee a designated
amount of standard fitness classes per month in the form of a credit allowance. These credits would be
distributed to Employees via the Peerfit site. These Employees would sign in to the site and look for classes or
fitness activities within a network of boutique fitness studios in their area, which would be paid for with the
program credit allowance. Employees can try fitness classes without the burden of a long term commitment or
contract. Any unused credits are forfeited at the end of the month, but are replenished to the designated
number of credits for use in the next month.
7. ID Cards:
Upon the Customer's request, Aetna will include third party vendor information on Plan Participant
identification cards. In such event, the Customer shall indemnify Aetna, its affiliates and their respective
directors, officers, and employees from that portion of any actual third party loss (including reasonable
attorney's fees) resulting from the inclusion of such third party vendor information on identification cards.
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8. Subrogation Services:
Aetna will provide subrogation/reimbursement services when the Customer's summary plan description (SPD) is
finalized, available to the Customer's employees, and includes subrogation/reimbursement language.
Aetna does not delay processing or deny claims for subrogation/reimbursement purposes.
Aetna has the exclusive discretion to: (a) decide whether to pursue potential recoveries on
subrogation/reimbursement claims; (b) determine the reasonable methods used to pursue recoveries on such
claims, except with respect to initiation of formal litigation; and (c) decide whether to accept any settlement
offer relating to a subrogation/reimbursement claim. Aetna shall advise the Customer if the pursuit of recovery
requires initiation of formal litigation. In such event, the Customer shall have the option to approve or
disapprove the initiation of litigation. Subrogation /reimbursement services will be delegated to an organization
of Aetna's choosing.
The subrogation/reimbursement fee is outlined in the Service and Fee Schedule and includes reasonable
expenses such as (a) collection agency fees, (b) police and fire reports, (c) asset checks, (d) locate reports and (e)
attorneys' fees. If no monies are recovered as a result of the subrogation/reimbursement service, no fee will be
charged to the Customer.
Subrogation/reimbursement recoveries will be credited to the Customer net of fees charged by Aetna. Aetna
does not credit individual Plan Participant claims for subrogation/reimbursement recoveries.
The Customer must notify Aetna should the Customer pursue, recover by settlement or otherwise waive any
subrogation/ reimbursement claim, or instruct Aetna to cease pursuit of a potential subrogation claim. Aetna
will be entitled to the subrogation/reimbursement fee, which will be calculated based on the full amount of
claims paid at the time the Customer settles the file or instructs Aetna to cease pursuit.
The Customer must notify Aetna of its election to terminate the subrogation/reimbursement services provided
by Aetna. All claims identified for potential subrogation/reimbursement recovery prior to the date notification
of such election is received, including both open subrogation files and matters under investigation, shall be
handled to conclusion by Aetna and shall be governed by the terms of this provision. Aetna does not handle new
subrogation/reimbursement cases on matters identified after the Customer's termination date.
9. National Advantage Program (NAP):
The National Advantage Program includes three components, Contracted Rates, Facility Charge Review and
Itemized Bill Review. Unless otherwise agreed in writing, only the NAP components selected by the Customer in
the Service and Fee Schedule will be provided by Aetna. In order to elect the Facility Charge Review or Itemized
Bill Review components, the Contracted Rates component must be selected.
A. Contracted Rates Component
Through the Contracted Rates component of NAP, Aetna either contracts with third -party vendors to access
their contracted rates with providers, or directly contracts with providers (collectively "NAP Providers") for
(i) medical claims paid under non -network indemnity plans, (ii) claims covered under the out -of -network
portion of network -based plans ("Voluntary Out -of -Network Claims"), and (iii) claims from out -of -network
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providers covered as in -network benefits under the Plan because the claims are for emergency services,
because the services are provided by out -of -network providers at in -network facilities, or because Aetna
otherwise determines that the Plan Participant received the services out -of -network because of
circumstances outside the Plan Participant's control ("Involuntary Out -of -Network Claims").
When Aetna accesses rates through direct contracts or third -party vendors, the Provider is contractually
bound not to balance bill Plan Participants. To limit balance billing for Plan Participants, contracted rates will
apply even if the contracted rate exceeds the amount determined by the benefit level under the Plan.
In the absence of a pre -negotiated contracted rate, Aetna or a third -party vendor will attempt to negotiate a
claim specific rate/discount ("Ad -Hoc Rate").
B. Facility Charge Review ("FCR") Component
FCR applies to inpatient and outpatient facility claims for which a contracted rate is not available and for
which the claim amount exceeds a certain threshold as determined by Aetna. Through the FCR component,
Aetna establishes a reasonable charge for a Plan benefit in the geographic area where such benefit was
provided to the Plan Participant ("Reasonable Charge Amount"). The Reasonable Charge Amount is based
on the Provider's estimated cost, including an anticipated profit margin. The claim will be paid based on the
Reasonable Charge Amount.
C. Itemized Bill Review ("IBR") Component
IBR applies to inpatient facility claims submitted by Aetna network providers (directly contracted) if (a) the
submitted claim amount exceeds a certain threshold as determined by Aetna; and (b) Aetna's contracted
rate with the provider uses a "percentage of billed charges" methodology. Aetna refers to these as "IBR
Claims."
Aetna will forward IBR Claims to a vendor to review and identify any billing inconsistencies and errors. The
vendor reports back the amount of eligible charges after adjusting for any identified inconsistencies and
errors. Aetna then pays the claim based on the adjusted bill.
D. Terms and Conditions
(i) Access Fees
As compensation for the services provided by Aetna under NAP, the Customer shall pay a percentage of
the amount of Savings for a claim paid under NAP ("Access Fee") to Aetna as described in the Service
and Fee Schedule.
(a). The Customer shall not owe any Access Fees with respect to any portion of a claim that is the
financial responsibility of Aetna, such as when Aetna writes stop loss insurance and the claim
exceeds the stop loss individual or aggregate attachment point
(b). Aetna shall provide a quarterly report of Savings and Access Fees. Access Fees may be included
with claims in other reports
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(ii) Plan Participant Information Regarding National Advantage Program
The Customer shall inform Plan Participants of the availability of NAP Providers. Further, the
Customer's Summary Plan Description specifying coverage for out -of -network health services must
conform to Aetna requirements. Aetna shall provide information regarding NAP Providers on Aetna's
online provider listing, on Aetna's website at www.Aetna.com or by other comparable means.
(iii) Definitions applicable to the National Advantage Program:
"Ad Hoc Rate" means the rate defined in subsection A above.
"Involuntary Out -of Network Claims" means the claims defined in subsection A above.
"Reasonable Charge Amount" means the amount defined in subsection B above.
"Reference Price" means (i) for a facility service the amount billed by the provider (other than where
Itemized Bill Review applies); (ii) for in -network facility services where Itemized Bill Review applies, the
rate for the facility service prior to removal of any non -payable charges identified as part of the claim
review; (iii) for a professional service paid using an Ad Hoc Rate negotiated by Aetna for an Involuntary
Out -of -Network Claim, the amount billed by the provider; and (iv) for all other professional services,
the lesser of the billed charge or the 80th percentile charge as reported by the applicable FAIR Health
database, provided that from time to time Aetna may elect to substitute another reference database or
methodology reasonably comparable to FAIR Health.
"Savings" means the difference between (i) the Reference Price, and (ii) the amount Aetna allows the
provider under NAP, for services or benefits covered under the Plan affected by NAP. If Aetna pays
more than the Reference Price, the Savings will be defined as zero.
"Voluntary Out -of Network Claim" means the claims defined in subsection A above.
(iv) Customer Acknowledgements
Customer acknowledges that:
(a). Aetna does not credential, monitor or oversee those providers who participate through third party
contracts. Providers listed as participating in NAP through the Contracted Rates component may
not necessarily be available or convenient.
(b). The following claim situations may not be eligible for NAP:
• Claims involving Medicare when Aetna is the secondary payer
• Claims involving coordination of benefits (COB) when Aetna is the secondary payer
• Claims that have already been paid directly by the Plan Participant.
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(v) General Provisions
(a). Aetna's only liability to the Customer for any loss of access to a discount arising under or related
to NAP, regardless of the form of action, shall be limited to the Access Fees actually paid toAetna
by the Customer for services rendered; provided, however, this limitation will not apply to or
affect any performance standards set forth in the Agreement.
(b). The terms and conditions of NAP shall remain in effect for any claims incurred prior tothe
termination date that are administered by Aetna after the termination date.
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Rx DRUG SERVICES SCHEDULE
TO THE
MASTER SERVICES AGREEMENT
EFFECTIVE January 1, 2019
Subject to the terms and conditions of the Agreement, the Services available from Aetna are described below. Unless
otherwise agreed in writing, only the Services selected by the Customer in the Service and Fee Schedule (as modified by
Aetna from time to time pursuant to section 4, Service Fees, of the Agreement) will be provided by Aetna. Additional
Services may be provided at the Customer's written request under the terms of the Agreement. This Schedule shall
supersede any previous document(s) describing the Services.
I. SCHEDULE TERM
The initial term of this Schedule shall be one year beginning on the Schedule Effective Date (referred to as an
"Agreement Period"). This Schedule will automatically renew for additional Agreement Periods (successive one-
year terms) unless otherwise terminated pursuant to the Agreement.
II. CLAIM FIDUCIARY
The Customer and Aetna agree that with respect to Section 503 of the Employee Retirement Income Security
Act of 1974, as amended, or applicable state law as appropriate, Aetna will be the "appropriate named
fiduciary" of the Plan for the purpose of reviewing denied claims under the Plan. The Customer understands that
the performance of fiduciary duties under ERISA, or applicable state law as appropriate, necessarily involves the
exercise of discretion on Aetna's part in the determination and evaluation of facts and evidence presented in
support of any claim or appeal. Therefore, and to the extent not already implied as a matter of law, the
Customer hereby delegates to Aetna discretionary authority to determine entitlement to benefits under the
applicable Plan documents for each claim received, including discretionary authority to determine and evaluate
facts and evidence, and discretionary authority to construe the terms of the Plan. It is also agreed that, as
between the Customer and Aetna, Aetna's decision on any claim is final and that Aetna has no other fiduciary
responsibility.
III. EXTERNAL REVIEW
The Customer has chosen to support the external review process through the use of their own vendors. If Aetna
makes the final level internal review decision, Aetna will direct the Plan Participant to the Customer for external
review requests. If the Customer makes the final level internal appeal decision, the Customer will direct the Plan
Participant as to how and when to file an external review request.
IV. DEFINITIONS
When used in this Schedule and/or the Prescription Drug Service and Fee Schedule, all capitalized terms shall
have the following meanings if not already defined in the Agreement:
"Aetna Mail Order Pharmacy" or "Aetna Specialty Pharmacy" means a licensed pharmacy designated by Aetna
to provide or arrange for Covered Services to Plan Participants and shall include a subcontractor of its choosing
for the purposes of services to be performed under this Schedule and/or the Service and Fee Schedule.
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"Average Wholesale Price" or "AWP" means the average wholesale price of a Prescription Drug as identified by
Medispan (or other drug pricing service determined by Aetna). The applicable AWP for Prescription Drugs filled
in any Participating Pharmacy will be the AWP on the date the drug was dispensed for the 11 -digit NDC for the
package size from which the drug was actually dispensed as reported to Aetna by such Participating Pharmacy
"Benefit Cost(s)" means the cost of providing Covered Services to Plan Participants and includes amounts paid
to Participating Pharmacies and other providers. Benefit Costs do not include Cost Share amounts paid by Plan
Participants. Benefit Costs do not include Service Fees. The Benefit Cost includes any Dispensing Fee paid to a
Participating Pharmacy or other provider for dispensing covered medications to Plan Participants.
"Benefit Plan Design" means the terms, scope and conditions for Prescription Drug or device benefits under a
Plan, including Formularies, exclusions, days or supply limitations, prior authorization or similar requirements,
applicable Cost Share, benefit maximums and any other features or specifications as may be included in Plan
documents, as communicated by the Customer to Aetna in accordance with any implementation procedures
described herein. The Customer shall disclose to Plan Participants any and all matters relating to the Benefit Plan
Design that are required by law to be disclosed, including information relating to the calculation of Cost Share or
any other amounts that are payable by a Plan Participant in connection with the Benefit Plan Design.
"Brand Drug" means a Prescription Drug with a proprietary name assigned to it by the manufacturer and
distributor. Brand Drug does not include those drugs classified as a Generic Drug hereunder.
"Calculated Ingredient Cost" means the lesser of:
a) AWP less the applicable percentage Discount;
b) MAC; or
c) U&C Price.
The Calculated Ingredient Cost does not include the Dispensing Fee or sales tax, if any. The amount of the
Calculated Ingredient Cost payable by the Customer is net of the applicable Cost Share.
"Claim" or "Claims" means any electronic or paper request for payment or reimbursement arising from a
Participating Pharmacy providing Covered Services to a Plan Participant.
"Compound Prescription" means a Prescription Drug which would require the dispensing pharmacist to produce
an extemporaneously produced mixture containing at least one Federal Legend drug, the end product of which
is not available in an equivalent commercial form. For purposes of this Schedule, a prescription will not be
considered a Compound Drug if it is reconstituted or if the only ingredient added to the prescription is water,
alcohol, a sodium chloride solution or other common dilatants.
"Concurrent Drug Utilization Review" or "Concurrent DUR" means the review of drug utilization when an On -
Line Claim is processed by Aetna at the point of sale.
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"Cost Share" means that portion of the charge for a Prescription Drug or device dispensed to a Plan Participant
that is the responsibility of the Plan Participant as provided in the applicable Plan, including coinsurance,
copayments, deductibles and penalties, and may be a fixed amount or a percentage of an applicable amount.
Cost Share will be calculated on the basis of the rates charged to the Customer by Aetna for Covered Services
except as required by law to be otherwise.
"Covered Services" means Prescription Drugs, Specialty Products, over-the-counter medications or other
services or supplies that are covered under the terms and conditions set forth in the description of the Plan.
"Discount" means the percentage deduction from AWP that is to be taken into account by Aetna in determining
the Calculated Ingredient Cost.
"Dispensing Fee" means an amount agreed by the Customer and Aetna in consideration of the costs associated
with a Participating Pharmacy dispensing medication to a Plan Participant.
"DMR Claim" means a direct member (Plan Participant) reimbursement claim.
"Formulary" or "Formularies" means the list(s) of Prescription Drugs and supplies approved by the U.S. Food
and Drug Administration ("FDA") developed by Aetna which classifies drugs and supplies for purposes of benefit
design and coverage decisions.
"Generic Drug" means a Prescription Drug, whether identified by its chemical, proprietary, or non-proprietary
name that (a) is accepted by the U.S. Food and Drug Administration as therapeutically equivalent and
interchangeable with drugs having an identical amount of the same active ingredient, or (b) is deemed by Aetna
to be pharmaceutically equivalent and interchangeable with drugs having an identical amount of the same
active ingredient.
"Implementation Credit" if applicable, is a credit provided to the Customer to cover specific costs related to the
transition from another vendor to Aetna and further described in the Service and Fee Schedule
"Maximum Allowable Cost" or "MAC" means the cost basis for reimbursement established by Aetna, as
modified from time to time, for the same dose and form of Generic Drugs which are included on Aetna's
applicable MAC List.
"MAC List(s)" means the lists of MAC payment schedules for Prescription Drugs, devices and supplies identified
as readily available as a Generic Drug or generally equivalent to a Brand Drug (in which case the Brand Drug may
also be on the MAC List) and developed and maintained or selected by Aetna and that, in each case, are deemed
to require or are otherwise capable of pricing management due to the number of drug manufacturers,
utilization and/or pricing volatility.
"Mail Order Exception List" means the list of Prescription Drugs established by Aetna that includes Brand Drugs
adjudicating as Generic Drugs, trademark Generic Drugs, any Generic Drug that is manufactured by one (1)
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manufacturer (or multiple manufacturers, for example, in the case of "authorized" Generic Drugs), and any
Generic Drug that has an AWP within twenty-five percent (25%) of the AWP of the equivalent Brand Drug. The
Mail Order Exception List is subject to change.
"National Drug Code" or "NDC" means a universal product identifier for human drugs. The National Drug Code
Query (NDCQ) content is limited to Prescription Drugs and a few selected OTC products. The National Drug Code
(NDC) Number is a unique, eleven -digit, three -segment number that identifies the labeler/vendor, product, and
trade package size.
"On -Line Claim" means a claim that (i) meets all applicable requirements, is submitted in the proper timeframe
and format, and contains all necessary information, and (ii) is submitted electronically for payment to Aetna by a
Participating Pharmacy as a result of provision of Covered Services to a Plan Participant.
"Participating Pharmacy" means a Participating Retail Pharmacy, Aetna Mail Order Pharmacy or Aetna Specialty
Pharmacy.
"Participating Retail Pharmacy" means any licensed retail pharmacy that has entered into an arrangement with
Aetna to provide Covered Services to Plan Participants.
"Precertification" means a process under which certain drugs require prior authorization (prior approval) before
Plan Participants can obtain them as a covered benefit. The Aetna Pharmacy Management Precertification Unit
must receive prior notification from physicians or their authorized agents requesting coverage for medications
on the Precertification List.
"Prescriber" means an individual who is appropriately licensed and permitted by law to order drugs that legally
require a prescription.
"Prescription Drug" means a legend drug that, by law, cannot be sold without a written prescription from an
authorized Prescriber. For purposes of this Schedule, insulin, certain supplies, and devices shall be considered a
Prescription Drug.
"Prospective Drug Utilization Review" or "Prospective DUR" means a review of drug utilization that is
performed before a prescribed medication is covered under a Plan.
"Rebates" shall mean certain monetary distributions made to the Customer by Aetna under the pharmacy
benefit and funded from retrospective amounts paid to Aetna (i) pursuant to the terms of an agreement with a
pharmaceutical manufacturer, (ii) in consideration for the inclusion of such manufacturer's drug(s) on Aetna's
Formulary, and (iii) which are directly related and attributable to, and calculated based upon, the specific and
identifiable utilization of certain Prescription Drugs by Plan Participants.
"Rebate Guarantee" means the Rebate amount that Aetna guarantees the Customer will receive as set forth in
the Service and Fee Schedule.
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"Retrospective Drug Utilization Review" or "Retrospective DUR" means a review of drug utilization that is
performed after a Claim for Covered Services is processed.
"Service and Fee Schedule" means a document entitled same and incorporated herein by reference setting
forth certain guarantees (if applicable), underlying conditions and other financial information relevant to
Customer.
"Single Source Generics" means those generics having fewer than two FDA -approved Abbreviated New Drug
Application (ANDA) manufacturers (not including any "authorized generics"), or alternatively generic drugs for
which there is insufficient inventory and/or competition to supply market demand.
"Specialty Products" means those injectable and non -injectable Prescription Drugs, other medicines, agents,
substances and other therapeutic products that are designated in the Service and Fee Schedule and modified by
Aetna from time to time in its sole discretion as Specialty Products on account of their having particular
characteristics, including one or more of the following: (i) they address complex, chronic diseases with many
associated co -morbidities (e.g., cancer, rheumatoid arthritis, hemophilia, multiple sclerosis), (ii) they require a
greater amount of pharmaceutical oversight and clinical monitoring for side effect management and to limit
waste, (iii) they have limited pharmaceutical supply chain distribution as determined by the drug's manufacturer
and/or (iv) their relative expense.
"Step -Therapy" means a type of Precertification under which certain medications will be excluded from
coverage unless the Plan Participant tries one or more "prerequisite" drug(s) first, or unless a medical exception
for coverage is obtained.
"Usual and Customary Retail Price" or "U&C Price" means the cash price less all applicable Customer discounts
which Participating Pharmacy usually charges customers for providing pharmaceutical services.
"Wholesale Acquisition Cost" or "WAC" means the wholesale acquisition cost of a prescription drug as listed in
the Medispan weekly price updates (or any other similar publication designated by Aetna) received by Aetna.
V. ADMINISTRATIVE SERVICES
Subject to the terms and conditions of this Schedule, the Services to be provided by Aetna, as well as certain
Customer obligations in connection thereto, are described below.
1. General Responsibilities and Obligations
a. Exclusivity
During the term of this Schedule, the Customer shall use Aetna as the exclusive provider of the
Benefit Plan Design for Plan Participants covered thereby, including without limitation, for
pharmacy claims processing, pharmacy network management, clinical programs, formulary
management and rebate management. All terms under this Schedule and on the attached
Service and Fee Schedule are conditioned on Aetna's status as the exclusive provider of the
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Benefit Plan Design. Any failure by the Customer to comply with this Section shall constitute a
material breach of this Schedule and the Agreement. Without limiting Aetna's other rights or
remedies, in the event the Customer fails to comply with this section, Aetna shall have the right
to modify the terms and conditions of this Schedule, including without limitation, the financial
terms set forth in the Service and Fee Schedule and any Performance Guarantees attached
hereto.
2. Pharmacy Benefit Management Services
a. Pharmacy Claims Processing
(i)
On -Line Claims Processing. Aetna will perform claims processing servicesfor
Covered Services that are provided by a Participating Pharmacy after the Effective Date,
and submitted electronically to Aetna's on-line claims processing system. On -Line Claim
processing services shall include confirmation of coverage, performance of drug
utilization review activities pursuant to this Schedule, determination of Covered
Services, and adjudication of the On -Line Claims.
(ii) DMR Claims Processing. The Plan Participant shall be responsible forthe
submission of DMR Claims directly to Aetna on such form(s) provided by Aetna within
the timeframe specified on the description of Plan benefits. DMR Claims shall be
reimbursed by Aetna based on the lesser of: (i) the amount invoiced and indicated on
such DMR Claim; or (ii) the amount the Plan Participant is entitled to be reimbursed for
such claim pursuant to the description of Plan benefits.
b. Pharmacy Network Management
(i)
Participating Retail Pharmacies. Any additions or deletions to the network of
Participating Retail Pharmacies shall be made in Aetna's sole discretion. Aetna shall
provide notice to the Customer of any deletions that have a material adverse impact on
Plan Participants' access to Participating Retail Pharmacies. Aetna shall direct each
Participating Retail Pharmacy to (a) verify the Plan Participant's eligibility using Aetna's
on-line claims system, and (b) charge and collect the applicable Cost Share from Plan
Participants for each Covered Service. Aetna will adjudicate On -Line Claims for Covered
Services from Participating Retail Pharmacies using the negotiated rates that Aetna has
in place with the applicable Participating Retail Pharmacy.
• Aetna shall require each Participating Retail Pharmacy to comply with Aetna's
applicable network participation requirements. Aetna does not direct or
otherwise exercise any control over the professional judgment exercised by any
pharmacist dispensing prescriptions or providing pharmacy services.
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Participating Retail Pharmacies are independent contractors of Aetna and Aetna
shall have no liability to the Customer, any Plan Participant or any other person
or entity for any act or omission of a Participating Retail Pharmacy or its agents,
employees or representatives.
• Aetna shall adjudicate each On -Line Claim for services rendered by a
Participating Retail Pharmacy at the applicable Discount and Dispensing Fee
negotiated between Aetna and the Customer. For the avoidance of doubt, the
Benefit Cost paid by the Customer in connection with On -Line Claims for
services rendered by Participating Retail Pharmacies may or may not be equal to
the Discount and Dispensing Fees negotiated between Aetna and such
pharmacies. This is considered "traditional" or "lock in" pricing.
(ii) Aetna Mail Order Pharmacy. Aetna shall make available information regarding how Plan
Participants may access and use the Aetna Mail Order Pharmacy on its internet website
and via its member services call center. The Aetna Mail Order Pharmacy shall verify the
Plan Participant's eligibility using Aetna's on-line claims system, and shall charge and
collect the applicable Cost Share from Plan Participants for each Covered Service. The
Aetna Mail Order Pharmacy generally will require that medications and supplies be
dispensed in quantities not to exceed a 90 -day supply, unless otherwise specified in the
description of Plan benefits. If the prescription and applicable law do not prohibit
substitution of a Generic Drug equivalent, if any, for the prescribed drug, or if the Aetna
Mail Order Pharmacy obtains consent of the Prescriber, the Aetna Mail Order Pharmacy
shall require that the Generic Drug equivalent be dispensed to the Plan Participant.
Certain Specialty Products, some acute drug products or certain compounds cannot be
ordered through the Aetna Mail Order Pharmacy. The Aetna Mail Order Pharmacy shall
make refill reminder and on-line ordering services available to Plan Participants. Aetna
and/or the Aetna Mail Order Pharmacy may promote the use of the Aetna Mail Order
Pharmacy to Plan Participants through informational mailings, coupons or other
financial incentives at Aetna's and/or the Aetna Mail Order Pharmacy's cost, unless
otherwise agreed upon by Aetna and the Customer.
(iii) Aetna Specialty Pharmacy. Aetna shall make available information regarding how Plan
Participants may access and use the Aetna Specialty Pharmacy on its internet website
and via its member services call center. The Aetna Specialty Pharmacy shall verify the
Plan Participant's eligibility using Aetna's on-line claims system, and shall charge and
collect the applicable Cost Share from Plan Participants for each Covered Service. The
Aetna Specialty Pharmacy generally will require that Specialty Drug medications and
supplies be dispensed in quantities not to exceed a 30 -day supply, unless otherwise
specified in the description of Plan benefits. If the prescription and applicable law do not
prohibit substitution of a Generic Drug equivalent, if any, to the prescribed drug, or if
the Aetna Specialty Pharmacy obtains consent of the Prescriber, the Aetna Specialty
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Pharmacy shall require that the Generic Drug equivalent be dispensed to the Plan
Participant. The Aetna Specialty Pharmacy shall make refill reminder services available
to Plan Participants. Aetna and/or the Aetna Specialty Pharmacy may promote the use
of the Aetna Specialty Pharmacy to Plan Participants through informational mailings,
coupons or other financial incentives at Aetna's and/or the Aetna Specialty Pharmacy's
cost, unless otherwise agreed upon by Aetna and the Customer. Further information
regarding Specialty Product pricing and limitations is provided in the Service and Fee
Schedule.
c. Clinical Programs
(i)
Formulary Management. Aetna offers several versions of formulary options
("Formulary"). The formulary options implemented will be determined and
communicated prior to the implementation date. Aetna grants the Customer the right
to use the Formulary during the term of this Schedule solely in connection with the Plan,
and to distribute or make the Formulary available to Plan Participants. The Customer
acknowledges and agrees that it has sole discretion and authority to accept or reject the
Formulary for the Plan. The Customer further acknowledges and agrees that the
Formulary is subject to change at Aetna's sole discretion as a result of a variety of
factors, including without limitation, market conditions, clinical information, cost,
rebates and other factors. The Customer also acknowledges and agrees that the
Formulary is the Business Confidential Information of Aetna and is subject to the
requirements set forth in this Schedule and the Agreement.
(ii) Prospective Drug Utilization Review Services. Aetna shall implement and administer as
specified in the description of Plan benefits the Prospective DUR program, which may
include Precertification and Step -Therapy programs and other Aetna standard
Prospective DUR programs, with respect to On -Line Claims. Under these programs, Plan
Participants must meet standard Aetna clinical criteria before coverage of the
Prescription Drugs included in the program will be authorized; provided, however, the
Customer authorizes Aetna to approve coverage of drugs for uses that do not meet
applicable clinical criteria in the event of complications, co -morbidities and other factors
that are not specifically addressed in such criteria. Aetna shall perform exception
reviews and authorize coverage overrides when appropriate for such programs, and
other benefit exclusions and limitations. In performing such reviews, Aetna may rely
solely on diagnosis and other information concerning the Plan Participant deemed
credible and supplied to Aetna by the requesting provider, applicable clinical criteria and
other information relevant or necessary to perform the review.
(iii) Concurrent Drug Utilization Review Services. Aetna shall implement and administer as
specified in the description of Plan benefits its standard Concurrent DUR programs with
respect to On -Line Claims. Aetna's Concurrent DUR programs help Participating
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Pharmacies to identify potential drug interactions, duplicate drug therapy and other
circumstances where prescriptions may be clinically inappropriate for Plan Participants.
Aetna's Concurrent DUR programs are educational programs that are based on available
clinical literature. Aetna's Concurrent DUR programs are administered using information
submitted to and available in Aetna's on-line claims system, as well as On -Line Claims
information submitted by the Participating Pharmacy.
(iv) Retrospective Drug Utilization Review Services. Aetna shall implement and administer as
specified in the description of Plan benefits its standard Retrospective DUR programs
with respect to On -Line Claims. Aetna's Retrospective DUR programs are designed to
help providers and Plan Participants identify circumstances where prescription drug
therapy may be clinically inappropriate or other cost-effective drug alternatives may be
available. Aetna's Retrospective DUR programs are educational programs and program
results may be communicated to Plan Participants, providers and plan sponsors. Aetna's
Retrospective DUR programs are administered using information submitted to and
available in Aetna's On -Line Claims system, as well as On -Line Claims information
submitted by the Participating Pharmacy.
(v) Aetna Rx Check Program. If purchased by the Customer as indicated on the Service and
Fee Schedule, Aetna shall administer the Aetna Rx Check Program. Aetna Rx Check
programs use a rapid Retrospective DUR approach. Claims are systematically analyzed,
often within 24 hours of adjudication, for possible physician outreach based on program
algorithms. The specific outreach programs are designed to promote quality, cost-
effective care in accordance with accepted clinical guidelines through mailings or
telephone calls to physicians and Plan Participants.
Aetna Rx Check will analyze Claims on a daily basis, identify potential opportunities for
quality and cost improvements, and will notify physicians or Plan Participants of those
opportunities. The physician -based Aetna Rx Check programs will identify:
• Certain medications that may duplicate each other's effect;
• Certain drug to drug interactions;
• Multiple prescriptions and/or Prescribers for certain medications with
the potential for misuse;
• Prescriptions for a multiple daily dose of a targeted Prescription Drug
when symptoms might be controlled with a once -daily dosing; and
• Plan Participants who have filled prescriptions for brand-new
medications that have an A -rated generic equivalent available that
could save Plan Participants money.
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Another Aetna Rx Check program will notify Plan Participants in selected plans with
mail-order drug benefits when they can save money by filling maintenance prescriptions
at Aetna Rx Home Delivery versus filling prescriptions at a Participating Retail Pharmacy.
(vi) Disease Management Educational Program. If purchased by the Customer as indicated
on the Service and Fee Schedule, Aetna shall administer the Disease Management
Educational Program. The Disease Management Educational Program is available to
customers who purchase Aetna managed prescription drug benefit management
services, but not Aetna medical benefit plan services. The program consists of Plan
Participant identification and outreach based on active Claims analysis for targeted risk
conditions, such as asthma and diabetes. Upon identification, Plan Participants will
receive a welcome kit introducing the program, complete with important information
including educational materials and resources. The Customer may choose either the
Asthma or Diabetes program or a combination of the two programs.
(vii) Aetna Rx Step®. If included as indicated on the Service and Fee Schedule, Aetna Rx Step
steers Plan Participants to preferred products within 13 key drug classes that have
significant savings opportunities. The Customer will have the option to select all of the
13 of these drug classes, or just choose which of the 13 they want. The goal is to help
keep members safe and save money, when possible.
(viii) Aetna Rx Healthy Outcomes. If purchased by the Customer as indicated on the Service
and Fee Schedule, Aetna Rx Healthy Outcomes is designed to promote drug adherence
and sustained positive health outcomes for Plan Participants who survive an Acute
Myocardial Infarction (heart attack), Coronary Artery Stent Placement or Acute coronary
syndrome.
(ix) Aetna Healthy ActionssM Rx Savings. If purchased by the Customer as indicated on the
Service and Fee Schedule, the Aetna Healthy Actions Rx Savings program helps to
reduce a Plan Participant's cost share for certain prescription drugs and can include
outreach to Plan Participants and prescribing doctor to help promote adherence. It
targets drugs for which compliance has been found to be most critical to realize cost
savings for Plan Participants and plan sponsors. The targeted drugs treat certain chronic
conditions such as diabetes, hypertension, and asthma.
Disclaimer Regarding Clinical Programs. Aetna's clinical programs do not dictate or control
providers' decisions regarding the treatment of care of Plan Participants. Aetna assumes no
liability from the Customer or any other person in connection with these programs, including
the failure of a program to identify or prevent the use of drugs that result in injury to a Plan
Participant.
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d. Plan Participant Services and Programs
Internet services including Aetna Navigator and Aetna Pharmacy Website.
Through Aetna Navigator, Plan Participants have access to the following:
• Estimating the cost of Prescription Drugs (Price a DrugSM).
• Prescription Comparison Tool — Compares the estimated cost of filling
prescriptions at a Participating Retail Pharmacy to Aetna's Rx Home Delivery
mail-order prescription service.
• Preferred Drug List — Available for Plan Participants who wish to review
prescribed medications to verify if any additional coverage requirements apply.
• View drug alternatives for medications not on the Preferred Drug List.
• Claim information and EOBs.
Through the Aetna Pharmacy website, Plan Participants have access to the following:
• Find -A -Pharmacy —This service helps locate an Aetna participating chain or
independent pharmacy on hundreds of medications and herbal remedies.
• Tips on drug safety and prevention of drug interactions.
• Answers to commonly asked questions about prescription drug benefits and
access to educational videos.
• Preferred Drug List and Generic Substitution List.
• Step Therapy List.
e. Rebate Administration
(i)
The Customer acknowledges that Aetna contracts for its own account with
pharmaceutical manufacturers to obtain Rebates attributable to the utilization of
certain prescription products by Plan Participants who receive benefits from customers
for whom Aetna provides pharmacy benefit management services. Subject to the terms
and conditions set forth in this Schedule, including without limitation, Aetna may pay to
the Customer, Rebates based on the utilization by Plan Participants of rebateable
Prescription Drugs administered and paid through the Plan Participant's pharmacy
benefits.
(ii) If the Customer is eligible to receive Rebates under this Schedule, the Customer
acknowledges and agrees that Aetna shall retain the interest (if any) on, or the time
value of, any Rebates received by Aetna prior to Aetna's payment of such Rebates tothe
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Customer in accordance with this Schedule. Aetna may delay payment of Rebates to the
Customer to allow for final adjustments or reconciliation of Service Fees or other
amounts owed by the Customer upon termination of this Schedule.
(iii) If the Customer is eligible to receive a portion of Rebates under this Schedule, the
Customer acknowledges and agrees that such eligibility under paragraphs a. and b.
above shall be subject to the Customer's and its affiliates', representatives' and agents'
compliance with the terms of this Schedule, including without limitation, the following
requirements:
• Election of, and compliance with, Aetna's Formulary;
• Adoption of and conformance to certain benefit plan design requirements
related to the Formulary as described in Service and Fee Schedule; and
• Compliance with other generally applicable requirements for participation in
Aetna's rebate program, as communicated by Aetna to the Customer from time
to time.
The Customer further acknowledges and agrees that if it is eligible to receive a portion
of Rebates under this Schedule, such eligibility shall be subject to the condition that the
Customer, its affiliates, representatives and agents do not contract directly or indirectly
with any other person or entity for discounts, utilization limits, Rebates or other
financial incentives on pharmaceutical products or formulary programs for Claims
processed by Aetna pursuant to this Agreement, without the prior written consent of
Aetna. Without limiting Aetna's right to other remedies, failure by the Customer to
obtain Aetna's prior written consent in accordance with the immediately preceding
sentence shall constitute a material breach of the Agreement, entitling Aetna to (a)
suspend payment of Rebates hereunder and to renegotiate the terms and conditions of
this Agreement, and/or (b) immediately withhold any Rebates earned by, but not yet
paid to, the Customer as necessary to prevent duplicative Rebates on such drugs.
VI. IMPORTANT INFORMATION ABOUT THE PHARMACY BENEFIT MANAGEMENTSERVICES
1. The Customer acknowledges that Aetna contracts for its own account with pharmaceutical
manufacturers to obtain Prescription Drug Formulary Rebates directly attributable to the utilization of
certain Prescription Drugs by Plan Participants who receive Covered Services. The Rebate amounts
negotiated by Aetna with pharmaceutical manufacturers vary based on several factors, including the
volume of utilization, benefit plan design, and Formulary or preferred coverage terms. Aetna may offer
the Customer an amount of Rebates on Prescription Drugs that are administered and paid through the
Plan Participant's pharmacy benefit. These Rebates are earned when members use drugs listed on
Aetna's Formulary and preferred Specialty Products. Aetna determines each customer's Rebates based
on actual Plan Participant utilization of those Formulary and preferred Specialty Products forwhich
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Aetna also has manufacturer Rebate contracts. The amount of Rebates will be determined in accordance
with the terms set forth in the Customer's Pharmacy Service and Fee Schedule.
Rebates for Specialty Products that are administered and paid through the Plan Participant's medical
benefit rather than the Plan Participant's pharmacy benefit will be retained by Aetna as compensation
for Aetna's efforts in administering the preferred Specialty Products program. Pharmaceutical rebates
earned on Prescription Drugs and Specialty Products administered and paid through the Plan
Participant's pharmacy benefits represent the great majority of Rebates.
A report indicating the Plan's Rebate payments, broken down by calendar quarter, is included with each
remittance received under the program, and is also available upon request. Remittances are distributed
as outlined in the Pharmacy Service and Fee Schedule. Interest (if any) received by Aetna prior to
allocation to eligible self -funded customers is retained by Aetna.
Any material plan changes impacting administration, utilization or demographics may impact Rebate
projections and actual Rebates received. Aetna reserves the right to terminate or change this program
prior to the end of any Agreement Period for which it is offered if: (a) there is any legal, legislative or
regulatory action that materially affects or could affect the manner in which Aetna conducts its Rebate
program; (b) any material manufacturer Rebate contracts with Aetna are terminated or modified in
whole or in part; or (c) the Rebates actually received under any material manufacturer Rebate contract
are less than the level of Rebates assumed by Aetna for the applicable Agreement Period. If there is any
legal action, law or regulation that prohibits, or could prohibit, the continuance of the Rebate program,
or an existing law is interpreted to prohibit the program, the program shall terminate automatically as to
the state or jurisdiction of such law or regulation on the effective date of such law, regulation or
interpretation.
2. The Customer acknowledges that from time to time, Aetna receives other payments from Prescription
Drug manufacturers and other organizations that are not Prescription Drug Formulary Rebates and
which are paid separately to Aetna or designated third parties (e.g., mailing vendors, printers). These
payments are to reimburse Aetna for the cost of various educational programs. These programs are
designed to reinforce Aetna's goals of maintaining access to quality, affordable health care for Plan
Participants and the Customer. These goals are typically accomplished by educating physicians and Plan
Participants about established clinical guidelines, disease management, appropriate and cost-effective
therapies, and other information. Aetna may also receive payments from Prescription Drug
manufacturers and other organizations that are not Prescription Drug Formulary Rebates as
compensation for bona fide services it performs, such as the analysis or provision of aggregated
information regarding utilization of health care services and the administration of therapy or disease
management programs.
These other payments are unrelated to the Prescription Drug Formulary Rebate arrangements, and
serve educational as well as other functions. Consequently, these payments are not considered Rebates,
and are not included in the Rebates provided to the Customer, if any.
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3. The Customer acknowledges that in evaluating clinically and therapeutically similar Prescription Drugs
for selection for the Formulary, Aetna reviews the costs of Prescription Drugs and takes into account
Rebates negotiated between Aetna and Prescription Drug manufacturers. Consequently, a Prescription
Drug may be included on the Formulary that is more expensive than a non -Formulary alternative before
any Rebates Aetna may receive from a Prescription Drug manufacturer are taken into account. In
addition, certain Prescription Drugs may be chosen for Formulary status because of their clinical or
therapeutic advantages or level of acceptance among physicians even though they cost more than non -
Formulary alternatives. The net cost to the Customer for Covered Services will vary based on: (i) the
terms of Aetna's arrangements with Participating Pharmacies; (ii) the amount of the Cost Share
obligation under the terms of the Plan; and (iii) the amount, if any, of Rebates to which the Customer is
entitled under this Schedule and Service and Fee Schedule. As a result, the Customer's actual claim
expense per prescription for a particular Formulary Prescription Drug may in some circumstances be
higher than for a non -Formulary alternative.
In Plans with Cost Share tiers, use of Formulary Prescription Drugs generally will result in lower costs to
Plan Participants. However, where the Plan utilizes a Cost Share calculated on a percentage basis, there
could be some circumstances in which a Formulary Prescription Drug would cost the Plan Participant
more than a non -Formulary Prescription Drug because: (i) the negotiated Participating Pharmacy
payment rate for the Formulary Prescription Drug may be more than the negotiated Participating
Pharmacy payment rate for the non -Formulary Prescription Drug; and (ii) Rebates received by Aetna
from Prescription Drug manufacturers are not reflected in the cost of a Prescription Drug obtained by a
Plan Participant.
4. The Customer acknowledges that Aetna contracts with Participating Retail Pharmacies directly or
through a pharmacy benefit management ("PBM") subcontract to provide the Customer and Plan
Participants with access to Covered Services. The prices negotiated and paid by Aetna or PBM to
Participating Retail Pharmacies vary among Participating Retail Pharmacies in Aetna's network, and can
vary from one pharmacy product, plan or network to another.
Under this Schedule and Service and Fee Schedule, the Customer and Aetna have negotiated and agreed
upon a uniform or "lock -in" price to be paid by the Customer for all claims for Covered Services
dispensed by Participating Retail Pharmacies. This uniform price may exceed or be less than the actual
price negotiated and paid by Aetna to the Participating Retail Pharmacy or PBM for dispensing Covered
Services. Where the uniform price exceeds the actual price negotiated and paid by Aetna to the
Participating Retail Pharmacy or PBM for dispensing Covered Services, Aetna realizes a positive margin.
In cases where the uniform price is lower than the actual price negotiated and paid by Aetna to the
Participating Retail Pharmacy or PBM for dispensing Covered Services, Aetna realizes a negative margin.
Overall, lock -in pricing arrangements result in a positive margin for Aetna. Such margin is retained by
Aetna in addition to any other fees, charges or other amounts agreed upon by Aetna and the Customer,
as compensation for the pharmacy benefit management services Aetna provides to the Customer. Also,
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when Aetna receives payment from the Customer before payment to a Participating Pharmacy or the
PBM, Aetna retains the benefit of the use of the funds between these payments.
5. The Customer acknowledges that Covered Services under a Plan may be provided by Aetna Mail Order
Pharmacy and Aetna Specialty Pharmacy. In such circumstances, Aetna Mail Order Pharmacy refers to
Aetna Rx Home Delivery, LLC, and Aetna Specialty Pharmacy refers to Aetna Specialty Pharmacy, LLC,
both of which are subsidiaries of Aetna that are licensed Participating Pharmacies. Aetna's negotiated
reimbursement rates with Aetna Mail Order Pharmacy and Aetna Specialty Pharmacy, which are the
rates made available to the Customer, generally are higher than the pharmacies' cost of fulfilling orders
of Prescription Drugs and Specialty Products and providing Covered Services and therefore these
pharmacies realize an overall positive margin for the Covered Services they provide. To the extent Aetna
Mail Order Pharmacy and Aetna Specialty Pharmacy purchase Prescription Drugs and Specialty Products
for their own account, the cost therefor takes into account both up -front and retrospective purchase
discounts, credits and other amounts that they may receive from wholesalers, manufacturers, suppliers
and distributors. Such purchase discounts, credits and other amounts are negotiated by Aetna Mail
Order Pharmacy, Aetna Specialty Pharmacy or their affiliates for their own account and are not
considered Rebates paid to Aetna by manufacturers in connection with Aetna's Rebate program.
6. The Customer acknowledges that Aetna generally pays Participating Pharmacies (either directly or
through PBM) for Brand Drugs whose patents have expired and their Generic Drug equivalents at a
single, fixed price established by Aetna (Maximum Allowable Cost or MAC). MAC pricing is designed to
help promote appropriate, cost-effective dispensing by encouraging Participating Pharmacies to
dispense equivalent Generic Drugs where clinically appropriate. When a Brand Drug patent expires and
one or more generic alternatives first become available, the price for the Generic Drug(s) may not be
significantly less than the price for the Brand Drug. Aetna reviews the drugs to determine whether to
pay Participating Pharmacies (or PBM) based on MAC or continue to pay Participating Pharmacies (or
PBM) on a discounted fee -for -service basis, typically a percentage discount off of the listed Average
Wholesale Price of the drug (AWP Discount). This determination is based in part on a comparison under
both the MAC and AWP Discount methodologies of the relative pricing of the Brand and Generic Drugs,
taking into account any Rebates Aetna may receive from Prescription Drug manufacturers in connection
with the Brand Drug. If Aetna determines that under AWP Discount pricing the Brand Drug is less
expensive (after taking into account manufacturer Rebates Aetna receives) than the generic
alternative(s), Aetna may elect not to establish a MAC price for such Prescription Drugs and continue to
pay Participating Pharmacies (or PBM) according to an AWP Discount.
In some circumstances, a decision not to establish a MAC price for a Brand Drug and its generic
equivalents dispensed by Participating Pharmacies could mean that the cost of such Prescription Drugs
for the Customer is not reduced. In addition, there may be some circumstances where the Customer
could incur higher costs for a specific Generic Drug ordered through Aetna Mail Order Pharmacy than if
such Generic Drug were dispensed by a Participating Retail Pharmacy. These situations may result from:
(i) the terms of Aetna's arrangements with Participating Pharmacies (or PBM); (ii) the amount of the
Cost Share; (iii) reduced retail prices and/or discounts offered by Participating Pharmacies to patients;
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and (iv) the amount, if any, of Rebates to which the Customer is entitled under the Schedule and the
Service and Fee Schedule.
Prescription Drugs falling within the definition of the Mail Order Exceptions List may be excluded from
the reconciliation of its standard pharmacy Discount and Dispensing Fee financial guarantees.
VII. AUDIT RIGHTS
1. General Pharmacy Audit Terms and Conditions
a. Subject to the terms and conditions set forth in this Schedule, the Agreement and the Service
and Fee Schedule, the Customer shall be entitled to have audits performed on its behalf
(hereinafter "Pharmacy Audits") to verify that Aetna has processed Claims submitted by
Participating Pharmacies or a Pharmacy benefits manager under contract with Aetna, in
accordance with this Agreement. Pharmacy Audits must be performed at Aetna's Minnetonka,
MN location.
b. Additional Terms and Conditions
(i)
Auditor Qualifications and Requirements specific to Pharmacy Audits
All Pharmacy Audits shall be performed solely by third party auditors meeting the
qualifications and requirements of the Agreement, this Schedule and the Service and
Fee Schedule. In addition the requirements set forth in section 11, Audit Rights of the
Agreement, the auditor chosen by the Customer must be mutually agreeable to both
the Customer and Aetna. Auditors may not be compensated on the basis of a
contingency fee or a percentage of overpayments identified, in accordance with the
provisions of Section 8.207 through 8.209 of the International Federation of
Accountant's (IFAC) Code of Ethics For Professional Accountants (Revised 2004).
(ii) Closing Meeting
In the event that Aetna and the Customer's auditors are unable to resolve any such
disagreement regarding draft Pharmacy Audit findings, either Aetna or the Customer
shall have the right to refer such dispute to an independent third -party auditor meeting
the requirements of the Agreement, this section VII, and the Service and Fee Schedule
and selected by mutual agreement of Aetna and the Customer. The parties shall bear
equally the fees and charges of any such independent third -party auditor, provided
however that if such auditor determines that Aetna or the Customer's auditor is correct,
the non -prevailing party shall bear all fees and charges of such auditor. The
determination by any such independent third -party auditor shall be final and binding
upon the parties, absent manifest error, and shall be reflected in the final Pharmacy
Audit report.
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2. Additional Pharmacy Claim Audit Terms and Conditions
Claim audits are subject to the above referenced audit standards in the case of a physical, on -site, Claim -
based audit. In the case of electronic Claim audits that follow standard pharmacy benefit audit practices
where electronic re -adjudication of Claims is requested and processed off -site, the Customer may elect
to audit 100% of claims. The Customer is entitled to only one annual Claim audit.
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TEMPORARY EXHIBIT 1 -HEALTH COVERAGE
PLAN OF BENEFITS
TO THE
MASTER SERVICES AGREEMENT
EFFECTIVE January 1, 2019
The Plan(s) described in this Temporary Exhibit are benefit plans of the Customer. These benefits are not insured with
Aetna but will be paid from the Customer's funds. Until this Temporary Exhibit is otherwise modified or replaced in its
entirety by agreement between Aetna and the Customer:
1. Aetna will provide certain administrative services to the Plan as outlined in the Letter of Understanding signed
by Aetna.
2. Aetna will use the description of covered benefits, services and programs outlined in the Plan Design(s),
including any subsequent changes agreed to by Aetna and the Customer, in the administration of the Plan(s).
3. Further, in the administration of the Plan(s), Aetna will use Aetna's standard plan General Exclusions and
standard Glossary definitions of terms.
The terms of this Temporary Exhibit control until superseded by a subsequent Plan document or Summary Plan
Description, for any specific benefits applicable to any class(es) of employees, as indicated therein.
TEMPORARY EXHIBIT 1
HEALTH COVERAGE
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RE: MASTER SERVICES AGREEMENT - AETNA LIFE INSURANCE COMPANY
VED AS TO SUBSTANCE:
Elected Official o
APPROVED AS TO FUNDING:
Controller
APP AV�IY��
County Attorney
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