R23-117 1 RESOLUTION NO. R23-117
2
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
5 APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN THE
6 BUSINESS ASSOCIATE AGREEMENT AND MASTER SERVICES
7 AGREEMENT WITH AETNA FOR THE NEW MEDICAL, VISION AND
8 DENTAL INSURANCE PROVIDER; AND PROVIDING AN EFFECTIVE
9 DATE.
10
11
12 WHEREAS, Staff gave the Gelin Group authorization to negotiate a contract with
13 Aetna to include terms and conditions which were more favorable than our existing provider;
14 and
15 WHEREAS, the City will now offer enriched benefits to include two additional plans
16 for the employees; and
17 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the
18 recommendation of staff, deems it to be in the best interests of the City residents to approve
19 and authorize the City Manager to sign the Business Associate Agreement and Master
20 Services Agreement with Aetna for the new medical, vision and dental insurance provider.
21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
22 BOYNTON BEACH, FLORIDA, THAT:
23 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
24 being true and correct and are hereby made a specific part of this Resolution upon adoption
25 hereof.
26 Section 2. The City Commission hereby approves and authorizes the City
27 Manager to sign the Business Associate Agreement and Master Services Agreement with
28 Aetna for the new medical, vision and dental insurance provider. A copy of the Agreements
S:\CA\RESO\Agreements\Aetna Agreements for Medical Dental and Vision Insurance-Reso.docx
29 are attached hereto as Composite Exhibit "A."
30 Section 3. This Resolution shall become effective immediately upon passage.
31 PASSED AND ADOPTED this 5th day of September, 2023.
32 CITY OF BOYNTON BEACH, FLORIDA
33 YES NO
34
35 Mayor-Ty Penserga
36
37 Vice Mayor-Thomas Turkin --WcEiev "
38
39 Commissioner-Angela Cruz ✓
40 /
41 Commissioner-Woodrow L. Hay V
42 /
43 Commissioner-Aimee Kelley ✓
44
45 VOTE 9-0
46 • ST:
47 i l
48 n. .1 ,
49 Mayl:e - esus, PA, MMC Ty Pen
50 City Cle Mayor
51
52 APP'•VED AS TO FORM:
53 (Corporate Seal) %% (�
54 ��Y N TpN �%%
r � aCT—C__
55 O�GpRPORgT� ._F��1�+ David N. Tolces
56 �=:
SEAL ';s �� Interim City Attorney
U
INCORPORATED;
.14 1920 '
{
S:\CA\RESO\Agreements\Aetna Agreements for Medical Dental and Vision Insurance-Reso.docx
BUSINESS ASSOCIATE AGREEMENT
THIS Business Associate Agreement ("BA Agreement"), is entered into between Aetna Life Insurance
Company, on behalf of itself and those of its affiliates providing services in connection with this BA Agreement
("Business Associate") and City o Boynton Beach ("Covered Entity"). City of Boynton Beach represents that it
has the authority to agree to the terms and conditions of this BA Agreement for and on behalf of Covered
Entity for which Business Associate provides plan administration services under current or future agreements
between the parties ("Services Agreement"). For purposes of this BA Agreement, "Business Associate"
includes only those subsidiaries and affiliates of Aetna Life Insurance Company that create, receive, transmit
or otherwise maintain Protected Health Information, as defined below, in connection with this Agreement.
In accordance with the Administrative Simplification provisions of the Health Insurance Portability and
Accountability Act of 1996, Pub. L. 104-191 ("HIPAA") and the Health Information Technology For Economic
and Clinical Health Act, Title XIII of Division A and Title IV of Division B of the American Recovery and
Reinvestment Act of 2009 ("HITECH Act"), Business Associate shall, to the extent it acts in its capacity as a
Business Associate to the Covered Entity, adhere to the applicable requirements established in the HIPAA
Rules (as defined below)for Business Associates as set forth below.
1. Definitions.
Capitalized terms used, but not otherwise defined, in this BA Agreement shall have the same meaning as
those terms as used or defined in the HIPAA Rules, including but not limited to the following terms: Breach,
Data Aggregation, Designated Record Set, Individual, Minimum Necessary, Notice of Privacy Practices, Plan
Sponsor, Required By Law, Secretary, Subcontractor, Unsecured Protected Health Information, and
Workforce.
A. Business Associate. "Business Associate" shall generally have the same meaning as the term "business
associate" at 45 C.F.R. § 160.103, and in reference to the party to this BA Agreement, shall mean Aetna
Life Insurance Company.
B. HIPAA Rules. "HIPAA Rules" shall mean the requirements of the Privacy, Security, Breach Notification,
and Enforcement Rules at 45 C.F.R. Part 160 and Part 164, implementing HIPAA and the HITECH Act, in
each case only as of the applicable compliance date for such requirements.
C. Incident Response Team. "Incident Response Team" shall mean the unit designated by Business
Associate that is responsible for investigating and responding to information privacy and security incidents
and complaints.
D. Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health
Information at 45 C.F.R. part 160 and part 164, subparts A and E.
E. Protected Health Information (PHI) and Electronic Protected Health Information (EPHI). PHI and EPHI
shall have the same meaning as such terms as defined in 45 C.F.R. § 160.103, but limited to such
information created, maintained, transmitted or received by Business Associate in its capacity as a
Business Associate from or on behalf of Covered Entity.
F. Security Rule. "Security Rule" shall mean the Standards for Security of Electronic Protected Health
Information at 45 C.F.R. Parts 160 and 164, subpart C.
2. Obligations and Activities of Business Associate.
ALIC BAA 01.2022
A. Business Associate agrees not to use or disclose PHI other than (i) for purposes of performing its
obligations under the Services Agreement, (ii) as permitted or required by the Services Agreement or this
BA Agreement, or(iii) as permitted or Required by Law.
B. Business Associate agrees to use appropriate safeguards to protect against any use or disclosure of PHI
not provided for herein and to comply, where applicable, with Subpart C of 45 C.F.R. Part 164 with respect
to EPHI. Without limiting the foregoing, Business Associate agrees to implement appropriate
administrative, physical, and technical safeguards designed to prevent the unauthorized use and
disclosure of PHI, and to protect the confidentiality, integrity, and availability of EPHI, including maintaining
an Incident Response Team to investigate and respond to unauthorized uses and disclosures of PHI upon
learning thereof, as required by 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.316, as may be
amended from time to time.
C. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to
Business Associate of a use or disclosure of PHI by Business Associate in violation of this BA Agreement.
D. In addition to the reporting required by Section 2.L, Business Associate agrees to report to Covered Entity
upon request any use or disclosure of the PHI, not provided for by the Services Agreement or this BA
Agreement of which the Incident Response Team becomes aware, including such uses and disclosures
arising from a Security Incident. For purposes of this Security Incident reporting requirement, the term
"Security Incident" shall not include inconsequential incidents that occur on a daily basis, such as scans,
"pings" or other unsuccessful attempts to penetrate computer networks or servers containing electronic
PHI maintained by Business Associate.
E. In accordance with 45 C.F.R. §§ 164.502 (e)(1)(ii) and 164.308(b)(2), Business Associate agrees to
require that any Subcontractor, to whom it delegates any function or activity it has undertaken to perform
on behalf of Covered Entity, and to whom it provides PHI received from or created on behalf of Covered
Entity, agrees to substantially the same restrictions and conditions on the use or disclosure of PHI as
applied throughout this BA Agreement to Business Associate through a Business Associate Agreement
between such Subcontractor and Business Associate.
F. Business Associate shall provide access to an Individual upon the written request of Covered Entity or
Individual, and in a reasonable time and manner, to such PHI maintained by Business Associate in a
Designated Record Set consistent with the timing and other provisions of 45 C.F.R. § 164.524.
G. Business Associate shall agree to make amendments upon the written request of Covered Entity or
Individual, and in a reasonable time and manner, to such PHI consistent with the timing and other
provisions of 45 CFR § 164.526.
H. Business Associate agrees to make its internal practices, policies, procedures, books, and records relating
to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of
Covered Entity, available for inspection and copying by the Secretary upon the Secretary's written request
for same for purposes of the Secretary determining the Covered Entity's compliance with the HIPAA Rules.
I. Business Associate agrees to document such disclosures of PHI made by it, and information related to
such disclosures, as would be required for Covered Entity to respond to a request by an Individual for an
accounting of disclosures of PHI under 45 C.F.R. § 164.528.
J. Business Associate shall provide access to an Individual upon written request of Covered Entity or
Individual, and in a reasonable time and manner, to information collected in accordance with Paragraph I
of this Section consistent with the timing and other provisions of 45 C.F.R. § 164.528.
K. To the extent Covered Entity specifically delegates to Business Associate one or more of Covered Entity's
obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to comply with the
requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s).
ALIC BAA 01.2022
L. Following the discovery by Business Associate of any Breach of Unsecured PHI by Business Associate or
its Subcontractors, Business Associate agrees to notify Covered Entity of such Breach without
unreasonable delay, but no later than within ten (10) business days after the Incident Response Team is
notified of the Breach. Such notification shall include, to the extent available, the identity of each Individual
whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been,
accessed, acquired, used, or disclosed during the Breach. At the time of notification or promptly thereafter
as such information becomes available, Business Associate shall also provide Covered Entity with such
other available information as is required for Covered Entity to notify an Individual of the Breach as
required by 45 C.F.R. § 164.404(c).
In addition, if delegated in writing by Covered Entity, Business Associate shall provide such notices to
Individuals affected by the Breach as required by 45 C.F.R. § 164.404. Business Associate shall provide
Covered Entity with advance copies of such notices prior to distribution. In all cases, Covered Entity shall
be responsible for submitting reports of Breaches directly to the Secretary and to the media.
Notwithstanding the above, if a law enforcement official provides Business Associate with a statement that
the notification required under this paragraph would impede a criminal investigation or cause damage to
national security, Business Associate may delay the notification for the period of time set forth in the
statement as permitted under 45 C.F.R. § 164.412.
3. Permitted Uses and Disclosures by Business Associate.
A. Business Associate may use or disclose PHI to perform functions, activities, and services for or on behalf
of Covered Entity as provided in the Services Agreement. Such uses and disclosures shall be limited to
those that would not violate the Privacy Rule if done by Covered Entity except that Business Associate
may use and disclose PHI:
(i) for the proper management and administration of the Business Associate or to carry out its legal
responsibilities; provided that, in the case of any disclosures for this purpose, the disclosure is
Required by Law or Business Associate obtains reasonable assurances in writing from the person to
whom the information is disclosed, that it will remain confidential and used or further disclosed only as
Required by Law or for the purpose for which it was disclosed to the person, and that the person will
notify Business Associate of any instances of which it is aware in which the confidentiality of the
information has been breached;
(ii) to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. §
164.504(e)(2)(i)(B).
B. Business Associate may also use and disclose PHI: (i) to respond to requests for PHI either accompanied
by an authorization that meets the requirements of 45 CFR §164.508 or from a covered entity or health
care provider in accordance with 45 C.F.R. § 164.506(c); (ii) to de-identify the information or create a
limited data set in accordance with 45 C.F.R. § 164.514, which de-identified information or limited data set
may be used and disclosed by Business Associate as permitted by law, including HIPAA; (iii) to report
violations of law to appropriate federal and state authorities, consistent with 45 C.F.R. §164.502(j)(1); and
(iv) as authorized in writing by Covered Entity.
C. Business Associate agrees to request, use, and disclose PHI in compliance with the Minimum Necessary
standard of the HIPAA Rule.
4. Obligations of Covered Entity
A. Covered Entity shall provide PHI to Business Associate in compliance with the Minimum Necessary
standard of the Privacy Rule. Covered Entity shall not ask or require Business Associate to use or disclose
ALIC BAA 01.2022
PHI in a manner in which Covered Entity could not do except as permitted by 45 C.F.R. §164.504(e) to
perform Data Aggregation services.
B. Covered Entity represents and warrants that its Notice of Privacy Practices complies with 45 C.F.R.
§164.520 and permits Covered Entity to use and disclose PHI as Business Associate is authorized to use
and disclose PHI under this BA Agreement.
C. To the extent that the Covered Entity honors a request to restrict the use or disclosure of PHI pursuant to
45 C.F.R. § 164.522(a), Covered Entity agrees not to provide such PHI to Business Associate unless
Covered Entity notifies Business Associate of the restriction and Business Associate advises Covered
Entity that it is able to accommodate the restriction. The foregoing notwithstanding, Business Associate
agrees to accommodate reasonable requests for alternative means of communications pursuant to 45
C.F.R. § 164.522(b).
D. Covered Entity shall be responsible for using administrative, physical, and technical safeguards at all times
to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate in
accordance with the standards and requirements of the HIPAA Rules, until such PHI is received by
Business Associate.
E. Covered Entity shall obtain any consent or authorization that may be required by applicable federal or state
laws in order for Business Associate to provide its services under the Master Services Agreement.
5. Term and Termination
(a) Term. The provisions of this BA Agreement shall take effect on the Master Services Agreement
effective date, and shall terminate upon expiration or termination of the Master Services Agreement,
except as otherwise provided herein.
(b) Termination for Cause. Without limiting the termination rights of the parties pursuant to the Master
Services Agreement and upon either party's knowledge of a material breach by the other party, the
non-breaching party shall either:
i. Provide an opportunity for the breaching party to cure the breach or end the violation, or terminate
the Master Services Agreement, if the breaching party does not cure the breach or end the
violation within the time specified by the non-breaching party, or
ii. Immediately terminate the Master Services Agreement, if cure of such breach is not possible.
(c) Effect of Termination. The parties mutually agree that it is essential for PHI to be maintained after the
expiration of the Master Services Agreement for regulatory and other business reasons.
Notwithstanding the expiration of the Master Services Agreement, Business Associate shall extend the
protections of this BA Agreement to such PHI, and limit further use or disclosure of the PHI to those
purposes that make the return or destruction of the PHI infeasible.
6. Miscellaneous.
A. Regulatory References. A reference in this BA Agreement to a section in the HIPAA Rules means the
section as in effect or as amended, and as of its applicable compliance date.
B. Changes to this BA Agreement. The parties agree to negotiate in good faith to amend this BA Agreement
or the Agreement as necessary to comply with any changes in the HIPAA Rules.
C. Interpretation. Any ambiguity in this BA Agreement shall be resolved to permit the parties to comply with
the HIPAA Rules.
D. No Third Party Beneficiary. Nothing express or implied in this BA Agreement or in the Master Services
Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties
ALIC BAA 01.2022
and the respective successors or assigns of the parties, any rights, remedies, obligations, or liabilities
whatsoever.
(E) Governing Law.This BA Agreement shall be governed by and construed in accordance with the governing
law provisions of the Master Services Agreement, subject to applicable federal law.
(F) Notices: Any notices or communications to be given under this Agreement shall be made to the address and/or
fax numbers given below:
To Covered Entity: Business Associate:
City of Boynton Beach Aetna
Tenille DeCoste, Director, Human Aetna Privacy Office
Resources and Risk Management
100 E. Ocean Ave 151 Farmington Avenue, AN33
Boynton Beach, FL 33435 Hartford, CT 06156
Fax: (860) 273-3690
Email: DeCosteT@bbfl.us Email: HIPAAFulfillment@aetna.com
[THE NEXT PAGE IS THE SIGNATURE PAGE]
ALIC BAA 01.2022
[THIS IS THE SIGNATURE PAGE]
AETNA LIFE INSURANCE COMPANY COVERED ENTITY
•' i l.t)----
efel-;/
Authorized Signature A . . . ed Signa • '�J
Ali.
A
Jessica Dorazio I�ir1IRA 'pu e
Print Name PrintName -(J
Business Privacy Officer U\--L\
` \ rOantc
Title Title
Date August 28,2023 Date C C1 e3
ALIC BAA 01.2022
MASTER SERVICES AGREEMENT
MSA-0192692
This master services agreement ("Agreement") between AETNA LIFE INSURANCE COMPANY, a Connecticut
corporation, located at 151 Farmington Avenue, Hartford, Connecticut ("Aetna"), registered to do business in
Florida, and CITY OF BOYNTON BEACH, located at 100 E. OCEAN AVENUE, BOYNTON BEACH, FL, 33435
("Customer") is effective as of October 1, 2023 ("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 calendar 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-
Master Service Agreement Page 1 of 93 8/28/2023
0600289240.0
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).
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.
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 calendar days after termination of
such Plan Participant.Aetna has no responsibility for determining whether an individual meets the
eligibility requirements of the Plan.
Master Service Agreement Page 2 of 93 8/28/2023
0600289240.0
(B) Plan Document Review —The Customer shall provide Aetna with all Plan documents at least 30
calendar 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 calendar days'
prior to the effective date of such changes. Aetna will have 30 calendar 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) Third Party Consents—The Customer shall obtain any consents, authorizations or other permissions
from Employees or relevant third parties, which may be required under law or otherwise necessary in
order for Aetna to access, use or disclose information and data for the purposes of providing Services
under this Agreement.
(F) 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.
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,
Master Service Agreement Page 3 of 93 8/28/2023
0600289240.0
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.
Aetna agrees in accordance with Florida Statute Section 119.0701 to comply with public records laws including
the following:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the Customer in
order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that the Customer
would provide the records and at a cost that does not exceed the cost provided in Chapter 119 of the Florida
Statutes or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the Customer, all public
records in possession of Aetna upon termination of the Agreement and destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. All records stored
electronically must be provided to the Customer in a format that is compatible with the information
technology systems of the Customer.
IF THE AETNA HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE AETNA'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY CLERK PO
BOX 310
BOYNTON BEACH, FLORIDA, 33425 561-
742-6061 CITYCLERK@BBFL.US
9. CONFIDENTIALITY
(A) 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
Master Service Agreement Page 4 of 93 8/28/2023
0600289240.0
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 to Aetna.
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.
(B) 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.
(C) 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.
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 two years of the end of the
time period being audited. Audits of any performance guarantees, if applicable, must be completed in the year
Master Service Agreement Page 5 of 93 8/28/2023
0600289240.0
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/AIDS 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 determine overpayments. In addition, use of software or other review
Master Service Agreement Page 6 of 93 8/28/2023
0600289240.0
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 this Agreement.
(B) 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. Nothing contained in the Agreement, nor contained herein is intended nor shall be
construed to waive Customer's rights and immunities under the common law or §768.28, Florida
Statutes, as may be amended from time to time, regardless of whether said liability be based in tort,
contract, indemnity or otherwise; and in no event shall Customer be liable to Aetna for punitive or
exemplary damages or for lost profits or consequential damages.
(C) The party seeking indemnification under this Agreement must notify the indemnifying party within 20
calendar 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.
Master Service Agreement Page 7 of 93 8/28/2023
0600289240.0
(D) 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.
(E) 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.
(F) 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.
Master Service Agreement Page 8 of 93 8/28/2023
0600289240.0
15. BINDING ARBITRATION OF CERTAIN DISPUTES
Any controversy or claim arising out of or relating to this Agreement or the breach,termination, or validity
thereof, except for temporary, preliminary, or permanent injunctive relief or any other form of equitable
relief, shall be settled by binding arbitration in Hartford, CT, administered by the American Arbitration
Association ("AAA") and conducted by a sole arbitrator in accordance with the AAA's Commercial Arbitration
Rules ("Rules").The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16,to the
exclusion of state laws inconsistent therewith or that would produce a different result, and judgment on the
award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Except as may be
required by law or to the extent necessary in connection with a judicial challenge, or enforcement of an
award, neither a party nor the arbitrator may disclose the existence, content, record or results of an
arbitration. Fourteen (14) calendar days before the hearing,the parties will exchange and provide to the
arbitrator(a) a list of witnesses they intend to call (including any experts)with a short description of the
anticipated direct testimony of each witness and an estimate of the length thereof, and (b) pre-marked copies
of all exhibits they intend to use at the hearing. Depositions for discovery purposes shall not be permitted.The
arbitrator may award only monetary relief and is not empowered to award damages other than compensatory
damages.
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").Aetna further agrees to comply with all laws of the State of Florida and all local laws,
including but not limited to the ordinances and regulations of the City of Boynton Beach that are applicable to
Aetna or the services provided by Aetna in connection with the administration of the Plan.
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 calendar 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 calendar 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 (5) business days of written notice by Aetna.
Master Service Agreement Page 9 of 93 8/28/2023
0600289240.0
(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,
Aetna will continue to process 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.The
Service Fee for such activity is included in the Service Fees described in the Service and Fee
Schedule(s). 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.
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. Customer agrees not to modify,
create derivative product from, copy, duplicate, decompile, disassemble, reverse engineer or
otherwise attempt to perceive the source code from which any software component of the Aetna IP is
Master Service Agreement Page 10 of 93 8/28/2023
0600289240.0
compiled or interpreted. Nothing in this Agreement shall be deemed to grant any additional ownership
rights in, or any right to assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey,the
Aetna IP to the Customer.
(C) Notice- Notices from Aetna to the Customer under this agreement are valid when delivered, in
writing,to the Customer's email address provided at the time this contract was entered into (or such
subsequent email address as the Customer has provided to Aetna by notice). Notices from the
customer to Aetna are valid when delivered, in writing,to the Customer's Aetna account
representative.
(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
Florida law.The Parties acknowledge and accept that jurisdiction of any controversies or legal
problems arising out of this Agreement, and any action involving the enforcement or interpretation of
any rights hereunder,will be exclusively in federal and state courts in Palm Beach County, Florida.
(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 this Agreement.
(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
Master Service Agreement Page 11 of 93 8/28/2023
0600289240.0
matter of this Agreement, and supersedes all other agreements, whether oral or written, between the
Parties.
(K) Amendment— Except as provided for in the Customer's renewal package, 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.
(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 of the Agreement.
(0) Scrutinized Companies - Aetna, its principals or owners, certify that they are not listed on the
Scrutinized Companies that Boycott Israel List, Scrutinized Companies with Activities in Sudan List,
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or are engaged in business
operations with Syria. In accordance with§287.135,Florida Statutes,as amended,a company is ineligible
to,and may not, bid on,submit a proposal for, or enter into or renew a contract with any agency or local
governmental entity for goods or services of:
a. Any amount if, at the time bidding on, submitting a proposal for, or entering into or
renewing such contract, the company is on the Scrutinized Companies that Boycott
Israel List,created pursuant to§215.4725,Florida Statutes,or is engaged in a boycott of
Israel; or
b. One million dollars or more if, at the time of bidding on, submitting a proposal for, or
entering into or renewing such contract,the company:
i. Is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, created
pursuant to §215.473, Florida Statutes; or
ii. Is engaged in business operations in Syria.
(P) E-Verify - Aetna shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including the
registration and use of the E-Verify system to verify the work authorization status of employees. Failure
to comply with Section 448.095, Fla. Stat. shall result in termination of this Agreement.Any challenge to
Master Service Agreement Page 12 of 93 8/28/2023
0600289240.0
termination under this provision must be filed in the Circuit Court no later than 20 calendar days after
the date of termination. Termination of this Agreement under this Section is not a breach of contract
and may not be considered as such. If this Agreement is terminated for a violation of the statute by
Aetna, Aetna may not be awarded a public contract for a period of one (1) year after the date of
termination.
Master Service Agreement Page 13 of 93 8/28/2023
0600289240.0
The parties are signing this agreement as of the date stated in the introductory clause.
City of Boynton Beach Aetna Life Insurance Company
By: � dia By: - ===oLQ- ---
Name: jnv2A Irrreiri Name: Daniel Finke
Title: k ` I' Title: President,Aetna Life Insurance Company
Master Service Agreement Page 14 of 93 8/28/2023
0600289240.0
GENERAL ADMINISTRATION SCHEDULE
TO THE MASTER SERVICES AGREEMENT-0192692
EFFECTIVE October 1, 2023
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.
General Administration Schedule Page 15 of 93 8/28/2023
0600289240.0
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.
General Administration Schedule Page 16 of 93 8/28/2023
0600289240.0
(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.
(G) Upon request of the Customer,for no additional charge, Aetna shall provide either of the following
services in support of the preparation of Plan descriptions:
(1) Prepare an Aetna standard Plan description, including descriptions of benefit revisions; or
(2) 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.
Upon request of the Customer,Aetna shall prepare a non-standard Plan description, provided the
Customer must agree in advance to reimburse Aetna for the costs of that work. If the Customer
requires both preparation (1) and review(2),Aetna may require an additional charge.
(H) Upon request of the Customer,Aetna will arrange for the printing of Plan descriptions, with all costs borne
by the Customer.
(I) Upon request of the Customer, if applicable, Aetna will provide assistance in connection with the
preparation of the Customer's draft Summaries of Benefits and Coverage (SBCs). Aetna may charge an
additional fee for such request.
(J) 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.
(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
General Administration Schedule Page 17 of 93 8/28/2023
0600289240.0
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. 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 period or 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.
(H) Customer agrees to comply with all of the applicable terms of Aetna's network provider contracts.
5. NON-DIRECT NETWORKS
If Aetna is requested by the Customer, or otherwise arranges for network services to be provided for Plan
Participants in a geographic area where Aetna does not have a directly contracted network of providers, (or
additional access is requested or advisable), Aetna may contract with another network and or additional
providers ("non-Aetna network")to provide the network services. With respect to the services provided by
General Administration Schedule Page 18 of 93 8/28/2023
0600289240.0
providers in the non-Aetna network ("non-Aetna network providers"),the Customer acknowledges and
agrees that, any other provisions of the agreement notwithstanding:
(A) Aetna may not credential, monitor or oversee the providers or the administrative procedures or practices
of any non-Aetna network;
(B) No particular discounts may, in fact, be provided or made available by any particular providers;
(C) Performance guarantees appearing in the agreement may not apply to Services delivered by non-Aetna
providers or networks; and
(D) Non-Aetna network providers are not employees or agents of Aetna and may not be contractors or
subcontractors of Aetna.
The Customer further agrees that, if Aetna subsequently establishes or expands its own contracted provider
network in a geographic area where services are being provided by a non-Aetna network, Aetna may
terminate the non-Aetna network contract, and begin providing services through a network that is subject to
the terms and provisions of the agreement.The Customer acknowledges that such conversion may cause
disruption, including the possibility that a particular provider in a non-Aetna network may not be included in
the replacement network.
General Administration Schedule Page 19 of 93 8/28/2023
0600289240.0
MEDICAL AND HSA
SERVICE AND FEE SCHEDULE
TO THE MASTER SERVICES AGREEMENT-0192692
EFFECTIVE October 1, 2023
The Service Fees and Services effective for the period beginning October 1, 2023 and ending September 30,
2024 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.
For purposes of this document, Aetna may be referred to using 'we', 'our' or 'us' and Customer may be
referred to using 'you' or 'your'.
Medical and HSA SFS Page 20 of 93 8/28/2023
0600289240.0
Programs and Services— Self-Funded Effective Date: October 01, 2023
Program Summary Choice POS 11 Open Access
Aetna Select
Programs & Services Included in the Service Fee
Mature Base Service Fee $34.50 $34.50
Implementation,Account Management&Plan Administration
Designated Account Management Team Included Included
Designated Implementation Manager Included Included
Designated Service Center Included Included
Onsite Open Enrollment Meeting Preparation Included Included
Open Enrollment Marketing Material (Standard)Onsite Meeting Preparation Included Included
ID Cards* Included Included
Summary of Benefits and Coverage(SBC) Included Included
Claim Fiduciary Option 1 Included Included
External Review Included Included
Network Services
CVS Health Virtual CareTM* Included Included
Institutes of Excellence'' Included Included
Institutes of Quality®(I0Q)Broad Network Included Included
National Medical Excellence Program® Included Included
Network access Included Included
Care Management
Aetna Compassionate Care Program Included Included
Aetna Enhanced Maternity Program Included Included
Member Engagement Platform w/o Rewards Center* Included Included
Utilization Management Included Included
Member Resources
Aetna Concierge(includes First Impression Treatment) Included Included
Member Website and Mobile Experience Included Included
MindChecks"' Included Included
Wellness
24-Hour Nurse Line: 1-800#Only Included Included
Medical and HSA SFS Page 21 of 93 8/28/2023
0600289240.0
Allowances
Communication Allowance Included Included
Implementation Allowance Included Included
Wellness Allowance Included Included
Reporting and Integration
Analytic Consultation from Plan Sponsor Insights 10 Hours 10 Hours
Behavioral Health
Managed Behavioral Health Included Included
Behavioral Health Condition Management Program-Standard Included Included
Applied Behavior Analysis(ABA) Included Included
AbleTo Network-subject to member cost share Included Included
Reporting and integration
If Pharmacy is not provided by Aetna or CVS Caremark
Integrating 3rd-party Pharmacy data to support benefit accumulators(Set Up)
$5,000 $5,000
Integrating 3rd-party Pharmacy data to support benefit accumulators(Ongoing)
$.60 $.60
Integrating 3rd-Party Pharmacy data to support care management programs
$6,000 $6,000
Other Reporting and integration
Annual(12) Stop Loss Reports to Third Party Stop Loss Vendor $4,600.00 $4,600.00
Programs& Services Included in the Claim Wire*
No Surprises Act-Fees*
No Surprises Act(NSA)claim administration fee(per NSA eligible claim) $50 $50
No Surprises Act(NSA)Independent Dispute Resolution(IDR)initial fee(per
arbitration case) $350 $350
No Surprises Act(NSA)Independent Dispute Resolution(IDR)arbitration expenses(per
arbitration case) "'$200 to$900+ ' $200 to$900+
Network Services
Subrogation* 37.5%of savings 37.5%of savings
Contracted Services* 37.5%of savings 37.5%of savings
Claim and Code Review Program* 30%of savings 30%of savings
Medical and HSA SFS Page 22 of 93 8/28/2023
0600289240.0
Care Management
Aetna One*Flex for Health Care Employers(per engaged member,per month)* $735 $735
Enhanced Clinical Review Program—High Tech Imaging(PMPM)* $0.35 $0.35
Enhanced Clinical Review Program—Diagnostic Cardiac(PMPM)* $0.10 $0.10
Enhanced Clinical Review Program—Sleep Management(PMPM)* $0.05 $0.05
Enhanced Clinical Review Program—Cardiac Implantable Devices(PMPM)* $0.05 $0.05
Enhanced Clinical Review Program—Interventional Pain(PMPM)* $0.10 $0.10
Enhanced Clinical Review Program—Hip and Knee Arthroplasties(PMPM)* $0.05 $0.05
Enhanced Clinical Review Program— SmartChoice(PMPM)* $0.10 $0.10
Medical and HSA SFS Page 23 of 93 8/28/2023
0600289240.0
*Additional Program Details
Claim Wire Billing,ID Cards,Subrogation,Contracted Services,Claim and Code Review
Details can be found in our UW Disclosure document located at the following URL:
https://www.aetna.com/content/dam/aetna/pdfs/aetnacom/La ree%20Group%20Self-
Funded%20Medical%20Underwritine%20(UW)%20Disclosures%20as%20of%2005-02-2023.pdf
No Surprises Act-Fees
Refer to the NSA Payment Practices in our Caveats for information on our payment practices for NSA eligible claims. IDR
fees are required by the NSA rules and are payable to the IDR entity.There is an initial fee to begin an arbitration,which
applies to each case.There is also an additional fee for the arbitration expenses;the losing party within the dispute is
liable for this fee. For batch cases,the NSA permits IDR entities to charge a different arbitration fee based on a set fee
range and/or percentage of the batch fee.The fees are passed through (with no mark up by Aetna)to a customer based
on the number of line items for their plan that were included in the batch case.The above are the current NSA fees as set
by federal agencies.These fees are subject to future adjustments by the agencies(and any such adjustments shall be
applied to your plan).
Aetna One€ Flex
Engagement begins upon a two-way interaction (i.e.telephonic, email,secured messaging,etc.)with a member of the
multi-disciplinary care team (i.e. nurse, registered social worker, pharmacist, health coach, or behavioral health
specialist).After one month without a two-way interaction a member is no longer considered engaged.
CVS Health Virtual Care"
In addition to the administrative fees as outlined above,there is a per consultation charge which will be shared by the
member and plan sponsor based on type of service provided and member's benefit plan. Specific charges are available
upon request.
Enhanced Clinical Review
This fee will only be charged based upon those members who fall into service areas where the program is available.
Institutes of Excellence' (IOE)
This program includes a steerage component by educating members on the benefits of using an IOE designated facility.
However, benefit differential steerage is not supported for IOE Infertility network.
Member Engagement Platform
Member Engagement Platform includes:health assessment (online and mobile),online digital coaching,member health
record, care engine, member messaging.
Medical and HSA SFS Page 24 of 93 8/28/2023
0600289240.0
The following standard programs/services are also included:
Care Management Services
• Utilization Management Inpatient and Outpatient Precertification Included
• Utilization Management Concurrent Review Included
• Utilization Management Discharge Planning Included
• Utilization Management Retrospective Review Included
• Case Management Program Included
• Aetna's Compassionate CareSM Program Included
• ACCP Enhanced Hospice Benefits Package Included
• National Medical Excellence/ Institutes of Excellence Included
• Informed Health Line Nurseline 1-800#Only Included
• Simple Steps To A Healthier Life` Included
• RedBrick CompassTM Included
Behavioral Health Services
• Managed Behavioral Health Included
• Behavioral Health Condition Management Included
Technology/Web Tools
• Online Provider Directory Included
• Secure Member Portal Included
• Health Decision Support(Basic) Included
Aetna Subrogation Program Included, 37.50% of recovered amount will be retained
National Advantage Program (NAP) National Advantage Access Fee:
National Advantage- Facility Included 40.00%of Aggregate Savings—
Charge Review(NAP-FCR) Fee will be included in Plan Benefit
National Advantage—Itemized Included Funding Request from Bank
Bill Review(IBR)
Teladoc' $3 Consultation Fee billed via the claim wire for
each Teladoc session
Medical and HSA SFS Page 25 of 93 8/28/2023
0600289240.0
Claim Wire Billing Fees
Claim wire billing fees refers to the portion of the total administrative expenses that are charged through the
claim wire as the services are rendered, and are subject to any future fee increases. Expenses that are charged
through the claim wire include those described in the Service and Fee Schedule as well as those fees that the
parties may subsequently agree to add to the claim wire from time to time. Programs/services that are
charged through the claim wire are excluded from the monthly PEPM Administrative Fees as illustrated above
and will not appear on the monthly billing statement for PEPM Administrative Fees, but will appear in other
monthly reports provided to the Customer.
Allowances-Self-Funded Effective Date:October 01,2023
We are including allowance(s)for your Aetna plans applicable to each year of the Guarantee Period as outlined in the chart below.
Allowance dollars are intended to be used for your Aetna medical plans and Aetna medical members
Annual Allowance Type Year 1 Year 2 Year 3
Wsn Year Effective Date 10/01/2023 L10/01/"j1 10/01/2025
Communication $10,000 $10,OCC $10,000
Implementation $50,000 $50,000 $50,000
Wellness $120,000 $100,000 $100,000
Total $180,000 $160,000 $160,000
Annual allowance amounts may be adjusted if actual enrollment changes by 10 percent or more from our enrollment assumptions.
Implementation and Communication Allowances
• Can be used for reasonable implementation and communication expenses applicable to the plan year for which they are offered
• You can use the allowance(s)to offset expenses you incur as a result of implementing your contract with us,promoting products,
programs or services,communicating with our members,and our system front-end charges.
• Should you terminate your contract with us,the allowance(s)cannot be used to fund implementation/communication expenses
related to the new carrier's contract.
Wellness Allowance
• Can be used to pay for reasonable wellness-related programs or activities incurred during the Guarantee Period year for which the
allowance was applicable
• Wellness allowance expenses must be for wellness-related programs or activities that are designed to promote the health and
well-being of members,or to educate participants about healthy lifestyles and choices.Any wellness-related allowance amounts
we pay you directly to offset or reimburse you for any expense or costs you reimbursed a vendor for directly,must comply with
these conditions.Examples of reimbursable wellness related activities include programs or activities such as wellness fairs and
biometric screenings.
The above referenced fund(s)will be available after your first administrative fee payment for the applicable plan year has been
recorded or after the effective date of each plan year,whichever is later.Only those expenses performed and billed by a third party
are payable;reimbursement for time and materials incurred directly by the plan sponsor(e.g.hours worked by the plan sponsor's own
employees)are not eligible.Our preferred method of payment is directly to the vendor.We will pay allowance related expenses directly
to the vendor only after you send us proper documentation outlining the expenses you have incurred.On an exception basis,we can
reimburse you directly.In the event the exception is granted,we'll require you to submit detailed paid receipts from the vendor.
To facilitate allowance processing,documentation should be submitted within 60 days of the invoice date;whenever possible.
All documentation must be submitted no later than 60 days following the end of the plan year for which expenses were incurred
Acceptable documentation includes,but is not limited to.
• Vendor invoice(s)summarizing level of work completed,hourly rate and hours spent;and
• Invoices or other documentation summarizing any other miscellaneous expenses incurred(such as travel,and other business
expenses related to service rendered)
Medical and HSA SFS Page 26 of 93 8/28/2023
0600289240.0
The allowance amounts indicated above for the following Allowance Type(s)are available for the years indicated in the chart. Each
allowance is forfeited at the end of each plan year if not fully utilized(it does not get rolled over to the following plan year for
a cumulative amount).If you have elected to offer wellness incentives through a product reward site,unredeemed vouchers are
forfeited at the end of each plan year.
• Implementation
• Communication
• Wellness
We assume the funding of any allowance dollars is either at the request of your Plan Administrator acting in its fiduciary capacity or for
the exclusive benefit of your Plan.You are responsible for determining that your use of allowance dollars is appropriate and legally
compliant.With respect to allowance dollars that are used in connection with a wellness program,you are responsible for ensuring that
the program and any incentives/rewards comply with applicable laws,including limitations on maximum allowable incentives/rewards.
We will pay any allowances in accordance with applicable law.We suggest you seek appropriate accounting and legal counsel for all
payments to ensure they comply with applicable accounting principles and laws.
If you terminate your medical plan with us in whole or in part(defined as a 50 percent or greater membership reduction from the
membership we assumed in this proposal prior to the end of the multi-year Guarantee Period,you'll be responsible for remitting
payment for any allowance amounts used.Payment is due to us within 31 days of the invoice.
Assumptions
Underwriting
Agreement Provisions
Our quotation assumes our standard Agreement provisions and claim settlement practices apply unless otherwise stated.
Participation
A minimum of 150 enrolled employees is required to administer the proposed products on a self-funded basis.
Plan Design
This proposal is based on the current benefit plan designs,plus any noted deviations.
Claim Fiduciary
Our proposal assumes we've been delegated claim fiduciary responsibilities.As claim fiduciary,we'll be responsible for final
claim determination and the legal defense of disputed benefit payments.Our appeal administrative services are automatically
included when we've been delegated claim fiduciary responsibilities.
External Review
We've included external review in our proposal.External review uses outside vendors who coordinate medical review through
their network of outside physician reviewers.
Member Communications
Pricing assumptions include direct communications access to Aetna membership through both ongoing Aetna Health
communications and relevant ongoing included product/program specific communications.These communications can reduce
member and plan costs by guiding in care navigation,managing chronic conditions,promoting preventive services,and more.
Wellness Incentives and Rewards
We offer several different wellness incentives and rewards programs that you may choose from to offer to your members.We,
or our third-party vendors,will administer and distribute to your members any wellness incentives or rewards earned based on
the programs selected under the direction and control of your plan.The wellness incentives and rewards earned through these
programs may be taxable for your members.We will provide yo..,with reporting which will identify members who have earned
such wellness incentives or rewards.These reports will provide the data needed for any tax information reporting
requirements that you determine are necessary.
With regard to these wellness incentives and rewards,you,as the Plan Sponsor have the following responsibilities:
•Ensure any incentives or rewards offered to your members comply with applicable law and any limitations imposed
thereunder.This includes but is not limited to,the Health Insurance Portability Act(HIPAA),the Americans With Disabilities
Act(ADA)and the Genetic Information Nondiscrimination Act(GINA).
•Distribute notices and/or obtain any authorizations required by law.
•Comply with all tax information reporting requirements regarding any wellness incentives or rewards earned through
these programs(cash,cash equivalent,or other tangible property)and provided by us or our third-party vendor to your
members.
•Assume any and all liability for your noncompliance with any tax withholding or information reporting requirements.
You may wish to consult with your legal counsel or other advisors as to the proper tax treatment of such wellness incentives
Medical and HSA SFS Page 27 of 93 8/28/2023
0600289240.0
or rewards and to ensure that the incentives or rewards offered under your program comply with applicable law.
Third-Party Audits
We don't 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.
Mental Health/Substance Abuse Benefits
Our quotation assumes that mental health/substance abuse benefits are included.
Prescription Drug Benefits
Our quotation assumes that prescription drug benefits are included and will be provided by CVS Caremark.
If you terminate your Aetna prescription drug benefits with us,we will increase your ASC medical fees and the medical trend
assumption used for any applicable claim projections or guarantees.You may also be subject to additional charges to integrate
data with external Pharmacy vendors.Refer to the reporting charges outlined in the Programs and Services exhibit for more
information.In addition to an increase to your ASC medical fees,the Fee Credit will not apply.
Stop Loss Reporting
Our quotation assumes stop loss coverage is provided by Aetna and therefore reporting to an external vendor is not required.
If we are no longer the stop loss carrier,external reporting charges will apply.
Additional Products,Programs and Services
Costs for special services rendered that are not included or assumed in the pricing guarantee will be billed through the claim
wire,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-billed 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 additional 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.
Financial Condition
You are a legitimate business and meet our underwriting approval for acceptable financial strength.We reserve the right to
request additional supporting information in order to evaluate your financial status.
Health Savings Account(HSA)
Administrative Services Pricing Per Employe
Monthly Administration Fee Per Participant Per Month(PPPM)
Debit card included $1.30
Eligible Employees 716
PayFlex does not charge impilementation, set-up or annual fees.
Monthly administrative fees are guaranteed for three years.
Pricing quotation expire 90 days after the initial proposal publication date.
The fees listed below are only charged if the services are applicable/performed for the Customer.
Medical and HSA SFS Page 28 of 93 8/28/2023
0600289240.0
Optional Services Fee
PayFlex Enrollment Meeting Support
• Less than 500 eligible employees or • $500 per event, based on availability
more than 1 meeting • 1 free day based on availability,then
• 500-5,000 eligible employees $500 per day for each additional day
• 5,000+eligible employees • 2 free meetings based on availability,
$500 per day for each additional day
Single Sign On (SSO)to generic PayFlex member No Charge
website (Assumes PayFlex standard for
web service call)
Lead-time: 60 days
Customized Member Flyers and quick reference $1,000 per flyer
guides (QRGs) (Revisions to generic member Plus printing and shipping costs if needed.
flyers) Includes two rounds of edits.
Lead-time: 5 weeks
Customized Member communication Costs based on Statement of Work
Lead time: 5 weeks Plus printing and shipping costs if needed.
• HSA Vetting Communications Includes two rounds of edits.
o Vetting success confirmation e-mail*
o Vetting failure letter—first letter
o Vetting failure letter—second letter
o Vetting failure letter—final letter
*System-generated
Co-Branded Debit Card $750
Lead-time: 5 weeks Rush requests and/or requests after 10/15 for
Cut-off for 1/1 business is 10/15 1/1 fulfillment is an additional $150 per
hour
(A minimum of 3 hours will be charged)
$10 per card for plan sponsor requested re-
issues due to plan changes.
Customized welcome flyers (Revisions to $3,000 including two rounds of edits, plus
standard card carrier) recurring print and fulfillment fees.
Lead-time 5 weeks Minimum order is 10,000
Cut-off for 1/1 business is 10/15 Quantity* Price per thousand
10,000-24,000 $250
25,000-50,000 $150
51,000+ $100
Medical and HSA SFS Page 29 of 93 8/28/2023
0600289240.0
*Quantity determined based on number of
members. Upon re-stocking, quantity may be re- Rush requests and/or requests after 10/15 for
evaluated.
1/1 fulfillment is an additional $150 per hour
(A minimum of 3 hours will be charged)
Customized PowerPoint Presentation Cost based on Statement of Work
Lead-time: 6 to 8 weeks Includes 3 rounds of edits.
• Up to 20 slides
• Up to 5 minutes
• Script/Voiceover
Development of Custom Communications Cost based on Statement of Work.
(Postcards, brochures, flyers, email campaigns) Plus printing and shipping costs if needed
Lead-time:Varies based on type of
communication
Customized Reporting $150 per hour
Statement of Work required
Rejected/NSF Customer Funding ACH $50 per occurrence of any Customer funding
transactions ACH that is rejected
Value-Based Contracting
A. 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.
B. 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.
Medical and HSA SFS Page 30 of 93 8/28/2023
0600289240.0
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.
C. 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 and percentage of paid capitation dollars; number of
members; percentage of member months.
Examples
1. Pay for Performance. Percentage of allowed claims dollars and percentage of paid capitation dollars:
Achieving agreed upon clinical and efficiency performance goals by comparing performance year end
to performance year baseline or an industry standard.
a. Provider earns $100,000 performance-based compensation for the 12-month period January to
December;
b. All plan sponsors, combined incurred $8,500,000 in claims with the provider for the 12-month
period January to December;
c. Plan sponsor incurred $150,000 in claims with the provider for the 12-month period January to
December;
d. 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);
e. 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.
2. 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.
a. Provider earns$100,000 performance-based compensation for the 12-month period January to
December;
b. All plan sponsors, combined had 100,500 member months with the provider for the 12-month
period January to December;
Medical and HSA SFS Page 31 of 93 8/28/2023
0600289240.0
c. Plan sponsor had 9,500 member months (for 850 unique members) attributed to the provider for
the 12-month period January to December;
d. Plan sponsor's share of the member months is (9,500/100,500) =9.4527%. Formula: (Plan sponsor
member months/All plan sponsors months);
e. 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.
3. 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.
a. We determine the attributed patients for the provider for the quarter April through June;
b. Plan sponsor had 850 members attributed to the provider for the quarter April through June;
c. ACP and FFS payments are incorporated into the final analysis of provider performance against the
medical claims target;
d. We apply the agreed upon rate to the attributed patients; i.e. $2 per-member, per-month (PMPM)
= $6 per quarter per member,to determine funding to the provider;
e. Plan sponsor's calculated share is $5,100 ($6 * 850), which would be processed as a claim through
ordinary self-funded banking channels.
A. 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.
Late Payment Charges
We will assess a late payment charge if you do not provide funds on a timely basis to cover benefit payments
and/or fail to pay service fees on a timely basis as outlined in the Agreement.
The current charges are outlined below:
1. Late funds to cover benefit payments (e.g., late wire transfers): 12%annual rate
2. Late payments of Service Fees: 12%annual rate
We reserve the right to collect any incurred late payment charges through the claim wire on a monthly basis
provided there is no other special payment arrangements in-force to fund any incurred late payment charges.
Medical and HSA SFS Page 32 of 93 8/28/2023
0600289240.0
You will be notified by us in writing to obtain approval prior to billing any late payment charges through the
claim wire.
In addition, we'll charge to recover costs of collection including reasonable attorney's fees.
We will notify you 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 us under the Agreement or at law or in equity for failure to pay.
Medical and HSA SFS Page 33 of 93 8/28/2023
0600289240.0
PRESCRIPTION DRUG
SERVICE AND FEE SCHEDULE
TO THE MASTER SERVICES AGREEMENT-0192692
EFFECTIVE October 1, 2023
The Service Fees and Services effective for the period beginning October 1, 2023 and ending September 30,
2026 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
Management or administration of prescription drug benefits selected by the Customer will be
performed by CaremarkPCS Health, L.L.C. and/or its affiliates (CVS Caremark), each of which is an
affiliated, licensed pharmacy benefit manager.
Pricing Arrangement Pass Through at Retail
Network Aetna National with Extended Day Supply (Retail 90) Network
Employees 776
Prescription Drug SFS Page 34 of 93 8/28/2023
0600289240.0
RETAIL 30
10/01/2023 10/01/2024 10/01/2025
Brand Discount AWP -20.00% AWP-20.10% AWP- 20.2096
Generic Discount AWP -85.00% AWP-85.20% AWP-85.4096
Dispensing Fee $0.70 per script $0.70 per script $0.70 per script
RETAIL 90
10/01/2023 10/01/2024 10/01/2025
Brand Discount AWP -21.50% AWP- 21.60% AWP- 21.7096
Generic Discount Included in Retail 30 pricing above
Dispensing Fee $0.55 per script I $0.55 per script I $0.55 per script
MAIL ORDER PHARMACY
Mail Benefit Type Mail Order Pharmacy
10/01/2023 10/01/2024 10/01/2025
Brand Discount AWP -25.00 AWP - AWP- 25.20%
Generic Discount AWP -89.00% AWP -89.20% AWP-89.40%
Dispensing Fee $0.00 per script $0.00 per script $0.00 per script
SPECIALTY PHARMACY
Network Specialty Network
Product List Aetna Specialty Product List
ADMINISTRATIVE FEES
` 10/01/2023 10/01/2024 10/01/2025
PEPM 5150 $1.50 $1.50
ALLOWANCES
10/01/2023 10/01/2024 10/01/2025
Implementation
Allowance $7.00 PMPY N/A N/A
General Allowance $2.00 PMPY $2.00 PMPY
Prescription Drug SFS Page 35 of 93 8/28/2023
0600289240.0
REBATES
Formulary Aetna Standard Formulary
Plan Design 3 Tier Qualifying
Rebate Terms Customer will receive the following guaranteed rebates:
10/01/2023 10/01/2024 10/01/2025
Retail $385.46 Per Brand $443.41 Per Brand $475.83 Per Brand
Script Script Script
Retail 90 $795.93 Per Brand $899.74 Per Brand $960.17 Per Brand
Script Script Script
Mail Order $866.67 Per Brand $979.71 Per Brand $1045.52 Per Brand
Script Script Script
Specialty $3,162.21 Per Brand $3,501.11 Per Brand $3,971.14 Per Brand
Script Script Script
REBATES
Formulary Aetna Standard Formulary
Plan Design 3 Tier Non-Qualifying
Rebate Terms Customer will receive the following guaranteed rebates:
10/01/2023 10/01/2024 10/01/2025
Retail $346.91 Per Brand $399.07 Per Brand $428.24 Per Brand
Script Script Script
Retail 90 $716.33 Per Brand $809.76 Per Brand $864.16 Per Brand
Script Script Script
Mail Order $780.01 Per Brand $881.74 Per Brand $940.97 Per Brand
Script Script Script
Specialty $3,162.21 Per Brand $3,501.11 Per Brand $3,971.14 Per Brand
Script Script Script
Prescription Drug SFS Page 36 of 93 8/28/2023
0600289240.0
REBATES
Formulary Aetna Standard Formulary
Plan Design 2 Tier
Rebate Terms Customer will receive the following guaranteed rebates:
10/01/2023 10/01/2024 10/01/2025
Retail $346.91 Per Brand $399.07 Per Brana $428.24 Per Brana
Script Script Script
Retail 90 $716.33 Per Brand $809.76 Per Brand $864.16 Per Brand
Script Script Script
Mail Order $780.01 Per Brand $881.74 Per Brand $940.97 Per Brand
Script Script Script
Specialty $3,162.21 Per Brand $3,501.11 Per Brand $3,971.14 Per Brand
Script Script Script
Capitalized terms in the pricing charts above are not intended to reflect defined terms except where
specifically noted in the Prescription Drug Services Schedule and/or this Pharmacy Service and Fee
Schedule. In the event a term defined in this Pharmacy Service and Fee Schedule conflicts with a term
defined in the Prescription Drug Services Schedule, the term defined in this Pharmacy Service and Fee
Schedule shall prevail.
Standard core as well as additional and third-party service options are described in the Aetna Pharmacy
Program Summary incorporated herein by reference.
Prescription Drug SFS Page 37 of 93 8/28/2023
0600289240.0
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 is part of a proposal to the
Customer, the pricing set forth herein is valid for 90 days from the date of such offer.
• This pricing has an effective date of October 1, 2023. In order for Aetna to implement the pricing
as set forth above by the effective date, a notification of award must be given 90 days prior to
effective date.
• Our proposal assumes that Aetna administers both the medical and pharmacy benefits for
Customer on an integrated basis. If Customer elects to use a different vendor to provide medical
benefits, then Aetna reserves the right to adjust the pricing contained in this proposal.
• The pricing and services contained herein are limited to prescription drugs dispensed by a
Participating Pharmacy to Plan Participants.
• Participating Pharmacy shall give the Plan Participant the benefit of the lesser of(i)the
Participating Pharmacy's Usual and Customary Charge, (ii) MAC (where applicable) or(iii)
discounted AWP cost. Participating Pharmacy shall collect and retain from the Plan Participant
at the time of dispensing the lesser of (i) the Cost Share; (ii)the Participating Pharmacy's Usual
and Customary Charge, (iii) MAC (where applicable) or(iv) discounted AWP cost.
• 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.
Prescription Drug SFS Page 38 of 93 8/28/2023
0600289240.0
• Discounts and Dispensing Fees contained in this Service and Fee Schedule are guaranteed on an
annual basis, subject to the following conditions:
- 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.
- Discount and Dispensing Fee guarantees shall be reconciled and reported to
Customer within one hundred eighty (180) days following the guarantee period.
- Discount guarantees are calculated on ingredient cost prior to the application of
Plan Participant copay and include zero balance due claims.
- The following types of Prescription Drug claims are excluded from the Discount and
Dispensing Fee guarantees contained herein:
o Compound drug claims
o Limited distribution drug (LDD) claims
o Direct Plan Participant reimbursement/out-of-network claims
o Coordination of Benefits (COB) or secondary payor claims
o In-house pharmacy claims
o Vaccines (including for COVID) and other COVID testing-related claims
o 3408 claims
- Retail pricing guarantees exclude claims that reflect the Usual & Customary Retail
Price.
Prescription Drug SFS Page 39 of 93 8/28/2023
0600289240.0
- Single Source Generic Drugs are included in the Generic Discount guarantees.
- Only Prescriptions dispensed by a Specialty Pharmacy are included in the Specialty
Pharmacy Discount guarantee listed above. Specialty Products dispensed by
Participating Retail Pharmacies are not included in any Discount guarantee listed
above.
- Aetna has assumed 0.00% 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.
• Pricing and terms in this proposal assume the Customer has elected the Aetna Standard
formulary and the Choose Generics program.
• The proposed formulary includes certain preferred Brand Drugs where the Tier 1 cost share
shall be assessed to Members
• Specialty Network means that Plan Participants are required to use participating Specialty
Pharmacies (no fills at retail allowed) with the exception of the HIV class which is not
required to be dispensed at Participating Specialty Pharmacies.
• Our financial offer does not assume any adoption of the Transform Diabetes Program. If
customer offers a Diabetes Management program, either by Aetna or another vendor, the
proposed rebates will need to be re-evaluated.
Prescription Drug SFS Page 40 of 93 8/28/2023
0600289240.0
• Rebate guarantees may be subject to:
- The adoption of Specialty Guideline Management (5GM) program
- Plan performance that is materially the same as the baseline data provided by
Customer and relied upon by Aetna, including information regarding enrollment and
utilization of pharmacy services.
• The above rebate guarantees exclude:
- Over the Counter (OTC) Claims
- Limited distribution drug (LDD) Claims
- Any other Claim identified as having received 340B program wholesale
pricing
- Compound Drug Claims
- Paper or Member Submitted Claims
- Coordination of Benefits (COB) or secondary payor Claims
- Vaccine and vaccine administration Claims
- COVID treatment Claims
- Biosimilar Claims
- Claims approved by Formulary Exception
• Rebate guarantees assume Advanced Control Specialty Formulary.
• Specialty rebate guarantees apply to Specialty Product claims at all channels.
• Brand drug claims in the HIV therapeutic category are included in the retail rebate
guarantees.
• To receive the rebate guarantees noted:
Prescription Drug SFS Page 41 of 93 8/28/2023
0600289240.0
- Two-tier qualifying plan designs -will consist of an open plan design, with
the first tier comprised of Generic Drugs and the second tier comprised of
Brand Drugs. There are no requirements for a minimum Cost Share
differential between these tiers. The plan design may need to implement
formulary interventions recommended by Aetna.
- Three-tier non-qualifying plan designs—maintain a first tier comprised of
Generic Drugs, a second tier comprised of preferred Brand Drugs, and a
third tier comprised of non-preferred Brand Drugs.
- Three-tier qualifying plan designs—maintains a first tier comprised of
Generic Drugs, a second tier comprised of preferred Brand Drugs, and a
third tier comprised of non-preferred Brand Drugs. The plan design
maintains at least a $15.00 co-payment differential between preferred and
non-preferred Brand Drugs, at least a $15.00 differential in the minimum co-
payment for coinsurance, or a differential of coinsurance 1.5 times or 50
percentage points between the preferred and non-preferred Brand Drugs
(for example, if preferred brand coinsurance was 20%, non-preferred brand
would need to be 30% to qualify).
Allowances
Allowances which are based on the information available to Aetna during this process will be available
as of the Effective Date of the pharmacy services schedule. Aetna will pay related expenses directly to a
third-party vendor once the Customer sends the invoice(s) outlining the expenses incurred to Aetna.
Invoices must be submitted before the end of each Plan year otherwise the Customer forfeits the funds.
Any unused allowance monies at the end of each Plan year will be forfeited. It is the intention of the
parties that, for purposes of the Federal Anti-Kickback Statute, this credit shall constitute and shall be
treated as discounts against the price of drugs within the meaning of 42 U.S.C. §1320a-7b(b)(3)(A). The
parties acknowledge and agree that the allowances provided by Aetna are commercially reasonable and
necessary services related to this Agreement, including without limitation, implementation, audit,
communication and/or external data file/feeds, and represent fair market value for the services
provided.
Implementation Allowance
Aetna shall provide the Customer with an Implementation Allowance of up to $5.00 PMPY. The
Customer can use this allowance to pay for reasonable implementation and enrollment services
incurred during the first Plan year.
Prescription Drug SFS Page 42 of 93 8/28/2023
0600289240.0
General Allowance
Aetna is including a general allowance up to $2.00 per enrolled member per year for Year 2 and 3 of the
plan. The Customer can use this allowance to pay for implementation, audit or communication related
expenses along with external data files or feeds.
Additional Disclosures
The Customer acknowledges that the Discounts and Dispensing Fees contained in this agreement reflect
a Transparent or Pass Through pricing arrangement at Retail. Transparent or Pass Through Pricing means
the amount charged to the Customer and Plan Participants for network claims shall equal the amount
paid to Participating Retail Pharmacy. Maintenance Choice claims dispensed at CVS/pharmacy, if
applicable, are exempt from the Transparent Pricing requirements under this Agreement. The amount
billed to the Customer will be equal to the amount paid to the participating pharmacies.
The financial provisions in this Agreement are based upon Claims data and membership information
provided by Customer (or Customer's authorized representative) during the pricing request process,
which shall serve as the baseline. Aetna reserves the right to make an equitable adjustment to modify or
amend the financial provisions set forth herein in a manner designed to account for the impact of
specific triggering events identified below ("Equitable Adjustment").
1. Greater than 15% change in total membership or Claims volume as compared to the baseline
2. Customer-initiated change to the Benefit Plan Design, or Formulary alignment. To the extent
applicable, Aetna will notify Customer in advance of any proposed Equitable Adjustment
3. Product offering decisions by drug manufacturers that result in a reduction of rebates, including
the introduction of a lower cost alternative product which may replace an existing rebatable
brand product; an unexpected launch of an interchangeable version of a brand a brand product;
or a branded product converted to OTC status, recalled or withdrawn from the market
4. Other events triggering an Equitable Adjustment as detailed below:
- Legal and/or regulatory changes specific to customers which negatively affects the
economic value of the Agreement to a party or the parties under the Agreement, for
example restrictions on preferred or limited network arrangements; policy changes
impacting drug manufacturers which negatively affect the economic value of the
Agreement including the ability to provide or maintain discounts or Rebates; and/or
- An inability to access, or changes to, industry pricing information (e.g. AWP) required to
support the current economic structure of the Agreement.
Prescription Drug SFS Page 43 of 93 8/28/2023
0600289240.0
If one or more of such triggering events occurs, Aetna may initiate a review to determine if an Equitable
Adjustment to any of the financial provisions is warranted as a direct result of the triggering event(s).
Aetna will conduct an analysis based upon Customer-specific Claims, utilization, and membership data
demonstrating how the triggering event(s) result in the proposed Equitable Adjustment. Any such
Equitable Adjustment based upon events#1 or#2 described above shall be effective on the first day
that the triggering event occurred. Any such Equitable Adjustment based upon events#3 or#4
described above shall be effective 30 days after notification to Customer. Aetna will provide
documentation of the reason for the proposed Equitable Adjustment in addition to a summary analysis
demonstrating that the Equitable Adjustment is solely related to the impact of the specific triggering
event. Aetna will disclose necessary facts and data to an independent auditor for validation.
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 Customer. The pharmacy pricing
contained herein does not include any such Customer liability.
Rebate Payment Terms
Rebates will be distributed on a quarterly basis by claim wire credit.
Guaranteed earned Rebates are paid quarterly one hundred and eighty (180) days after the quarter
closes. Rebates are calculated and paid in accordance with the terms and conditions of this Agreement.
Earned Rebates are distributed in March, June, September and December each contract year.
Rebates are paid on Prescription Drugs dispensed by Participating Pharmacies and covered under
Customer's Plan. Rebates are not available for Claims arising from Participating Pharmacies dispensing
Prescription Drugs subject to either their (i) own manufacturer Rebate contracts or(ii) participation in
the 340B Drug Pricing Program codified as Section 340B of the Public Health Service Act or other Federal
government pharmaceutical purchasing program. The Customer shall adopt the formulary indicated in
the rebates section of this Service and Fee Schedule in order to be eligible to receive Rebates.
If this Agreement is terminated by Aetna for the Customer's failure to meet our obligations to fund
benefits or pay administrative fees (medical or pharmacy) under the Agreement, Aetna shall be entitled
to deduct deferred administrative fees or other plan expenses from any future rebate payments due to
the Customer following the termination date.
Prescription Drug SFS Page 44 of 93 8/28/2023
0600289240.0
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 our 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.
Prescription Drug SFS Page 45 of 93 8/28/2023
0600289240.0
Other Payments
The term 'Rebates' as defined in the Prescription Drug Services Schedule does not mean or include any
manufacturer administrative fees that may be paid by pharmaceutical manufacturers to cover the costs
related to the reporting and administration of the pharmaceutical manufacturer agreements. Such
manufacturer administrative fees are not shared with Customer hereunder.
Aetna may also receive other payments from drug manufacturers and other organizations that are not
Rebates. These payments are generally for one of two purposes: (i) to compensate Aetna for bona fide
services it performs, such as the analysis or provision of aggregated data or (ii) to reimburse Aetna for
the cost of various educational and other related programs, such as programs to educate physicians and
members about clinical guidelines, disease management and other effective therapies. These payments
are not considered Rebates and are not included in Rebate sharing arrangements with Customers.
Aetna may also receive network transmission fees from our network pharmacies for services we provide
for them. These amounts are not considered Rebates and are not shared with Customers. These
amounts are also not considered part of the calculation of claims expense for purposes of Discount
Guarantees, if applicable.
Customer agrees that the amounts described above are not compensation for services provided under
this Agreement by either Aetna or CVS Caremark and instead are received by Aetna in connection with
network contracting, provider education and other activities Aetna conducts across our book of
business. Customer further agrees that the amounts described above belong exclusively to Aetna or it's
affiliate, CVS Caremark, and Customer has no right to, or legal interest in, any portion of the aforesaid
amounts received by Aetna or CVS Caremark.
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. Payments or rebates from
drug manufacturers that compensate Aetna for the cost of developing and administering value-based
rebate contracting arrangements when drug therapies underperform thereunder also will be retained
by Aetna.
Early Termination
In the event Customer terminates Aetna's arrangement of prescription drug benefit services as
described in the Prescription Drug Services Schedule and Pharmacy Service and Fee Schedule to the
Prescription Drug SFS Page 46 of 93 8/28/2023
0600289240.0
Agreement prior to September 30, 2026 (an "Early Termination")Aetna shall retain any earned but
unpaid rebates as of the Early Termination date subject to any exception thereto provided herein.
In the event of an Early Termination, the pharmacy guarantees described hereunder, if any, shall be
considered null and void for the Plan year and, therefore, not subject to reconciliation.
In addition, in the event Customer terminates the Agreement prior to the expiration of the initial term
for any reason other than for Aetna's material breach, Customer shall refund, prior to the termination
date, to Aetna all allowances described herein and received by Customer for the unfulfilled term on a
prorated basis.
Aetna's remedies as described immediately above are liquidated damages and shall not be characterized
as a penalty(collectively, the "Early Termination Fee"). Unless otherwise agreed in writing by the
parties, such Early Termination Fee will be due and paid in full within sixty (60) days after the
termination effective date.
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: 12.096, annual rate
In addition, Aetna will make a charge to recover our 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 Page 47 of 93 8/28/2023
0600289240.0
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 Page 48 of 93 8/28/2023
0600289240.0
MEDICAL AND HSA SERVICES SCHEDULE
TO THE MASTER SERVICES AGREEMENT-0192692
EFFECTIVE October 1, 2023
Subject to the terms and conditions of the Agreement, the medical Services available from Aetna are
described below and the services related to the Health Savings Account are identified later in this document.
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 the Customer
not otherwise covered under products provided under the Agreement ("Employee").
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 external review process will be conducted by an independent clinical reviewer with appropriate
expertise in the area in question. External Review shall be available for certain "Adverse Benefit
Determinations" as defined in 29 CFR 2560.503-1 as amended by 26 CFR 54.9815-2719. It shall also be
available for eligible "Final Internal Adverse Benefit Determinations", which is an eligible Adverse
Determination that has been upheld by the appropriate named fiduciary(Aetna) at the completion of
the internal review process or an Adverse Benefit Determination for which the appeal process has
been exhausted. The External Review process shall meet the standards of the Federal Affordable Care
Act and utilize a minimum of three accredited Independent Review Organizations. Independent
reviewers conduct a de novo review of the information provided to them as part of the External
Review process. Both Aetna and Customer acknowledge that neither Plan Participants nor providers
will be penalized for exercising their right to an External Review.
The Customer delegates the sole discretionary authority to make the determination regarding the
eligibility for external review, under the Plan, to Aetna. If an appeal is denied through the final level of
internal appeal, Aetna will determine if it is eligible for ERO. Then Aetna will inform the Plan Participant
of the right to appeal through ERO. If the appeal is upheld, Aetna will inform the Plan Participant the
Medical and HSA Services Schedule Page 49 of 93 8/28/2023
0600289240.0
reason for the denial. If the appeal is not eligible for ERO, Aetna will inform the Plan Participant of the
reasons for the ineligibility.
The Customer acknowledges that the Independent Review Organizations that make the external
review decisions are independent contractors and not agents or employees of Aetna, and that Aetna is
not responsible for the decision of the Independent Review Organization.
To assist in conducting such external reviews,the Customer agrees to provide Aetna with the current
Plan documents, and any revised, amended, or updated versions no later than the date of any
revisions, amendments, or updates.
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 (5) business 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.
Medical and HSA Services Schedule Page 50 of 93 8/28/2023
0600289240.0
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.
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 to enhance 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
those gaps.
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 ModeIsm -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
Medical and HSA Services Schedule Page 51 of 93 8/28/2023
0600289240.0
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
- Aetna's Care Advocate Team has customized workflows based on the Customer's needs,
vendor integration, specialized outreach, and program integration. The Care Advocate
Team will:
• 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
use of 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
disability claim
• 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. 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 ("EAP") for Customers without an EAP vendor.
Medical and HSA Services Schedule Page 52 of 93 8/28/2023
0600289240.0
— 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 causes of 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.
4. National Medical Excellence Program®/Institutes of ExcellenceT""/Institutes of Quality®:
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.
5. 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.
6. MedQuery®:
Medical and HSA Services Schedule Page 53 of 93 8/28/2023
0600289240.0
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.
7. 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.
Medical and HSA Services Schedule Page 54 of 93 8/28/2023
0600289240.0
8. Aetna Enhanced Maternity Program:
Provides best-in-class member support for all members regardless of risk level throughout maternity
journey. It starts with family-planning and fertility support and uses predictive analytics to help you
keep your members and their families healthy throughout the entire maternity experience.This
comprehensive solution helps identify opportunities to manage costs for one of the largest claim spend
categories while improving clinical outcomes.
9. 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.
10.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
11.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.
Medical and HSA Services Schedule Page 55 of 93 8/28/2023
0600289240.0
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.
12. 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.
13. Aetna Informed Rewards:
Aetna Informed Rewards is a program that rewards members who utilize lower cost providers to
receive care for specific medical services. The rewards are provided in the form of an electronic gift
card. To qualify for a reward, a member must search, by procedure type, for lower cost providers
utilizing Aetna Health.com. The member must opt into the program for the selected procedure prior
to receiving care. After the member receives services from one of the lower cost providers identified
in Aetna Health, the claim is verified by our vendor, HealthSparq, the reward is paid. Member
eligibility and claim data will be provided to HealthSparq to perform initial analysis and reporting for
customers who elected the Aetna Informed Rewards program.
14. 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.
15. 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.
Medical and HSA Services Schedule Page 56 of 93 8/28/2023
0600289240.0
16. 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: Lifestyle coaching
• 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.
17. 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
• Health-related videos and online content
• Engaging tools and resources
• Social Communities
Medical and HSA Services Schedule Page 57 of 93 8/28/2023
0600289240.0
• Rewards Center
• ActiveChallenge program (buy-up option)
18. Aetna Ones Care Management Programs:
Aetna One Care Management programs 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 One Care
program 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 One Care Management 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 One' Flex and Aetna OnetM Choice offerings.
Aetna One® Advisor is a high-touch, high tech engagement model focused on driving optimal Plan
Participant health performance. The data 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) to transform the health care experience and guide each Plan
Participant on their path to better health. This proactive model integrates clinical support and member
service. The advocate team is made up of co-located nurses, EAP/Work-life consultants, designated,
concierge-level member Advocates, provider network specialists, and a care management
associates. This fully integrated service and clinical team reduces the need for transfers and provides
members a single point of contact who can address their needs and ambitions, while keeping them
engaged over their long-term health care journey.
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
Medical and HSA Services Schedule Page 58 of 93 8/28/2023
0600289240.0
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
19. Healing Better:
Healing Better is a coordinated program for everything members need across provider and facility
selection, medication guidance, home care expectations, covered Durable Medical Equipment (DME),
and support services in order to recover quickly and without complications. Eligible members will
receive an initial care package that includes information related to their condition and support to order
supplies on a curated CVS site specific to their recovery needs.
This program includes:
Predictive modeling to identify members early in their journey
Care Package and Product Bundle to surprise and delight our members
Digital Support Center with stories from peers that have had the procedures
Pain management support materials
Concierge Service to support higher risk
20.Aetna Enhance:
The version of Advice included with Aetna One Essentials does not include the option to add
incentives.This is an incentive buy-up, offered to plan sponsors who have elected the Aetna One Flex
or Aetna One Choice care management tiers.The incentives product enables customers to "enhance"
their medical cost savings opportunity from Aetna's care management program by adding incentives to
existing Advice preventive and site-of-care campaigns. Incentives will be redeemable for gift cards and
will range in value (up to$300 in total per targeted member per calendar year) depending on the
medical cost savings generated for each campaign.
21. Cirrus MD:
CirrusMD's text-first, anything next platform connects members directly to a live, licensed doctor.
Encounters can also seamlessly shift to include video, voice and images when needed. Members
consult with board-certified physicians by in-platform secure text,telephone or video via vendor
website or mobile app. Members can access these services for the same cost as an office visit with a
network physician in under a minute without having to schedule an appointment. This setup means
members can easily access care when their PCP is not available.They do not need to travel,take time
off from work or make childcare arrangements. CirrusMD's Platform Includes: Care Delivery Platform,
Member online portal ("platform")with easy registration, available both on desktop and in a mobile
application ("app").
On-demand consults available by in-platform text, phone, online video and mobile app Integrated visit
history and visit notes. Dedicated customer support team that assists members that are having issues
with the platform (web and mobile). Customer support is available for live chat messaging during
business hours. Support inquiries received outside of business hours receive a reply within 24 hours.
General Medical Physicians: Instant, barrier-free access to a physician.There is no chat bot or paywall
in the user experience delaying care. CirrusMD's partner organization CMDPN, LLC. directly contracts
Medical and HSA Services Schedule Page 59 of 93 8/28/2023
0600289240.0
with a network of licensed professionals. The number of physicians changes as membership grows.
CirrusMD's licensed contracted physicians are in all 50 states and the District of Columbia.
Per consultation fee includes 7 continuous days of access to a physician at no extra charge.
No time limits on consults, allowing your employees to get care on their schedule.
To enroll on the CirrusMD platform, a member will register through the CirrusMD website or app.
22. Aetna Back and Joint CareTM:
Includes Aetna predictive analytics and care management coordination and digital MSK therapy
programs from Hinge Health.
23. Transform Diabetes Care (TDC) Program:
Most of today's diabetes solutions take a one-size-fits-all approach and do not effectively address the
complexity of managing diabetes. Based on our breadth of clinical assets and member clinical data, we
know that providing more personalized, actionable solutions for all members with diabetes is the best
approach. Leveraging our care management assets and integrating medical and pharmacy data for
advanced targeting and interventions, we now have a comprehensive model that addresses diabetes
across 5 major treatment categories. By addressing all 5 key categories critical to complete diabetes
management: taking the right medication, adherence to medication, preventative screenings, lifestyle
& comorbidity management and monitoring blood glucose, this program offers the best chance to
lower A1C for members and reduce overall medical and pharmacy costs for clients. Complete condition
management increases the depth and breadth of care management for a single condition. Complete
diabetes care offers the member individualized support inclusive of local, direct care delivered by an
integrated team of pharmacists, Aetna care managers, Minute Clinic providers, and Health Hub
specialists.
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.
Medical and HSA Services Schedule Page 60 of 93 8/28/2023
0600289240.0
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.
• 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.
Medical and HSA Services Schedule Page 61 of 93 8/28/2023
0600289240.0
• 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. Classes are taught live in an online virtual classroom.The
program is available in multiple formats for convenience and engagement.
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. 2nd.MD Reach:
A comprehensive proactive outreach program that uses a plan sponsor's claims data and 2nd.MD
predictive model algorithms to engage members who are on the path to a high-cost or high-impact
medical event before it happens. It's a best-in-class solution that uses proven strategies to engage
members who could benefit the most from a consultation with an elite specialist physician who
specializes in their condition.
VII. OTHER SERVICES
1. Teladoc:
Teladoc is a vendor that provides access to providers who are under contract with Teladoc,to provide
consultations for non-urgent care needs by telephone.The providers made available through the
Teladoc program are independent contractors and are neither employees nor agents of Teladoc or
Aetna.
Virtual Primary Care (VPC):
If elected by Customer as indicated on the Medical Service and Fee Schedule, Virtual Primary Care
(VPC) allows plan participants 18 and older to receive eligible in-network services through a contracted
VPC telemedicine provider with a copay as low as a $0 (members enrolled in qualified high-
deductible health plans must meet their deductible before receiving covered non-preventive for as
low as$0).
Medical and HSA Services Schedule Page 62 of 93 8/28/2023
0600289240.0
2. CVS Health Solutions-PLLC:
CVS Health Solutions-PLLC is a vendor that provides access to clinicians who are under contract with
CVS Health Solutions PLLC, to provide consultations for non-urgent care and mental health needs via
synchronous audio/video using web browsers. The providers made available through the CVS Health
Virtual Care benefit are independent contractors and are neither employees nor agents of Aetna.
Virtual Primary Care (VPC):
If elected by Customer as indicated on the Medical Service and Fee Schedule, Virtual Primary Care
(VPC) allows plan participants 18 and older to receive eligible in-network services through a contracted
VPC telemedicine provider with a copay as low as a $0 (members enrolled in qualified high-
deductible health plans must meet their deductible before receiving covered non-preventive for as
low as$0).
3. 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.
4. 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 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.
5. 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.
Medical and HSA Services Schedule Page 63 of 93 8/28/2023
0600289240.0
Aetna may contract with nationally recognized vendors to administer Onsite Health Screening Services,
and such vendors may be subject to change.
6. Mindfulness at Work:
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.
7. eM Life:
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. Available via web browser and mobile devices.
8. 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.
9. 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.
10. 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.
11. 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.
Medical and HSA Services Schedule Page 64 of 93 8/28/2023
0600289240.0
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.
12. National Advantage Program (NAP):
There are three components to NAP: Contracted Rates (with or without Professional Claims Repricing),
Facility Charge Review and Itemized Bill Review. Plans enrolled in NAP automatically have access to
NAP's Contracted Rates component.The Contracted Rates component also includes Professional
Claims Repricing, if warranted, based on the plan's out-of-network rate structure. Plans enrolled in the
Contracted Rates component have two optional components that are available: 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.
Medical and HSA Services Schedule Page 65 of 93 8/28/2023
0600289240.0
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 (a "Vendor Accessed Rate"), or directly contracts
with providers (a "Directly Contracted Rate") (collectively "Pre-Negotiated Contracted Rate") 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 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"). An Aetna Directly Contracted Rate is applied to a claim
first, if available (for example, a Directly Contracted Rate is typically applicable for indemnity plans
and narrow-network arrangements). If a Directly Contracted Rate is not available, an external
vendor looks for a Vendor Accessed Rate, based on a preset hierarchy of vendor contracted
networks. Providers with Pre-Negotiated Rates are collectively referred to as "NAP Providers."
When Pre-Negotiated Contracted Rate is applied to a claim, the provider is contractually bound not
to balance bill Plan Participants. To limit balance billing for Plan Participants, the Pre-Negotiated
Contracted Rate will apply even if that 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").
For certain eligible out-of-network claims, Aetna or its external vendor, will use a methodology for
pricing professional claims that is based on typical competitive charges and/or payments for a
service, adjusted for the geography in which the service was provided ("Professional Claims
Repricing"). In the event Professional Claims Repricing is applied and a Plan Participant receives a
balance bill from a provider, patient advocacy services are available to assist in order to minimize
balance billing. For Voluntary Out-of-Network Claims for Professional services, the Plan Participant
may be responsible for charges in excess of the re-priced rate. For Involuntary Out-of-Network
Claims for Professional services, the provider may be paid up to billed charges to ensure the Plan
Participant is held harmless.
B. Facility Charge Review ("FCR") Component
FCR applies to inpatient and outpatient facility claims for which a Pre-Negotiated 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 charge for a Plan benefit in the geographic area
where such benefit was provided to the Plan Participant ("Recognized Charge"). The Recognized
Charge is based on the provider's estimated cost, including an anticipated profit margin. The claim
will be priced based on the Recognized Charge. Even with FCR, if a provider refuses to agree to a
negotiated rate, claims may be priced at billed charges in certain circumstances.
Medical and HSA Services Schedule Page 66 of 93 8/28/2023
0600289240.0
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) NAP Fees
(a) The Customer's fees for the NAP program are charged as a percentage of the Savings
achieved for a claim paid under NAP ("NAP Fee"), as described in the Service and Fee
Schedule. For purposes of calculating the NAP Fee, the following definitions shall apply:
• "Savings" means the difference between (i) the Reference Price, and (ii) the
NAP priced amount.
• "Reference Price" means (i) for Involuntary Out-of-Network Claims and facility
Voluntary Out-of-Network Claims, the amount billed by the provider for the
covered service; (ii) for Professional Voluntary Out-of-Network Claims, the
benefit level set forth under the plan; and (iii) 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.
(b) The Customer will not owe any NAP Fees with respect to amounts that are the financial
responsibility of Aetna, such as when Aetna writes stop loss insurance and the individual
or aggregate limit, as applicable, is reached.
(c) If Aetna pays more than the Reference Price, the Savings will be defined as zero.
(d) NAP Fees will be credited back to the Customer for any Savings subsequently reduced or
eliminated for which the Customer has already paid a NAP Fee.
(e) Aetna will provide a quarterly report of Savings and NAP Fees. NAP Fees may be included
with claims in other reports.
(ii) Plan Participant Information Regarding NAP
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 our website at www.Aetna.com or by other
comparable means.
Medical and HSA Services Schedule Page 67 of 93 8/28/2023
0600289240.0
(iii) Customer Acknowledgements
Customer acknowledges that:
(a) Aetna does not credential, monitor or oversee those providers who participate through
Vendor Accessed Rates. NAP Providers participating in 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.
(iv) 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 NAP Fee actually
paid to Aetna by the Customer for services rendered. Any performance standards agreed
to by Aetna and set forth in the Agreement are not affected by this provision and shall
remain in effect.
(b) The terms and conditions of NAP shall remain in effect for any claims incurred prior to the
termination date that are administered by Aetna after the termination date.
Medical and HSA Services Schedule Page 68 of 93 8/28/2023
0600289240.0
HSA ADMINISTRATION
This section applies specifically to the Health Savings Accounts ("HSA") administered by Aetna on behalf of the
Customer.
Any references in the Agreement to the "Plan Participant" shall mean the "Accountholder", as defined below,
when used in conjunction with HSA Administration.
I. CUSTOMER'S RESPONSIBILITIES
1. The Customer shall:
a. provide Aetna with the necessary information of the employees that choose to establish an HSA
("Accountholders") at least thirty (30) calendar days prior to commencement of the applicable Plan
year, and thereafter promptly notify Aetna of all changes or corrections, including, but not limited
to,termination, changes in status, or the addition of new Accountholders;
b. distribute the HSA materials provided by Aetna, or its own HSA employee education materials
acceptable to Aetna, to eligible employees;
c. distribute to each Accountholder any written or electronic notices as reasonably required by Aetna;
and
d. ensure the high deductible health plan (HDHP) it offers or makes available to employees satisfies
the applicable requirements of Section 223 of the Code. Aetna is under no obligation to confirm or
verify that any HDHP satisfies the requirements of Section 223 of the Code, nor shall Aetna be
responsible for eligibility and benefit claims determinations with respect to any HDHP, whether
sponsored by the Customer or otherwise, unless otherwise set forth in the Agreement.
2. The Customer acknowledges and agrees that Aetna shall not be liable for any action it has taken (or
failed to take) on behalf of the Customer or an Accountholder prior to Aetna's receipt of such
information from the Customer.
3. The Customer will not provide any information concerning the available HSA investment options other
than that information provided to the Customer by Aetna and specifically approved by Aetna, in each
instance,for the Customer's provision to Accountholders.
4. The Customer shall be responsible for wage reporting and any other tax or other reporting or
disclosure requirements applicable to it under federal, state or local law.
5. The Customer will be responsible for recording and reporting HSA contributions made through payroll
deduction as required. The Customer will provide Aetna with all data on Accountholders and
contributions, including payroll deduction and the Customer contributions (if applicable). The
Customer is responsible for reviewing and approving such information, including transmissions of
contribution information. The Customer shall cooperate with Aetna to reconcile accounts in the event
of any discrepancies between the contribution file and the actual funds transmitted and received by
Aetna.The Customer will be responsible for providing any disclosure to, and obtaining any consent
HSA ADMINISTRATION Page 69 of 93 8/28/2023
0600289240.0
from,Accountholders that may be required under applicable law to send any of the Accountholder's
personal or financial information to Aetna. Aetna will not provide any information regarding HSAs to
the Customer that is not permitted under Aetna or the Custodian's (as defined in II.B) privacy policy,
the account agreement and/or applicable law.
6. The Customer understands and acknowledges that Aetna will not be responsible or liable for the
funding of the HSAs and that the Customer's failure to fund the contributions may result in additional
fees, rejection/return of the payroll contributions submitted and/or termination of the HSA
administration.The Customer understands that any contributions made to HSAs, including
contributions made by the Customer, are non-forfeitable except in limited circumstances as defined by
the Internal Revenue Service.
7. The Customer and Aetna agree the HSAs are not governed by ERISA.The Customer agrees to take all
reasonable steps to avoid application of ERISA to the HSAs established hereunder, including
compliance with the conditions in the ERISA safe harbor exception for group or group-type insurance
programs. In the event that any HSAs are, or become subject to, ERISA or any comparable law,the
Customer shall ensure full compliance with such laws with respect to such HSAs and under no
circumstances shall Aetna be responsible for any such requirements. Neither the Customer nor Aetna
will engage in any prohibited transactions with any HSA.
8. The Customer will remit contributions on behalf of the Accountholders by an electronic funds transfer
method acceptable to Aetna, with sufficient supporting information to permit Aetna to reconcile
contributions to each Accountholder's HSA.The Customer will be responsible for determining and
communicating to Accountholders the method(s) by which they can contribute to their HSAs through
benefit election, payroll deduction or other mechanism maintained by the Customer. The Customer
will also secure any authorization required from Accountholders to contribute funds into their HSAs. In
the event that Aetna receives a contribution on behalf of an employee who is not an Accountholder,
the contribution will not be processed.
II. AETNA'S RESPONSIBILITIES
1. Aetna shall provide the Customer with (i) HSA associated employee education material; (ii)the terms
and conditions governing the HSA, including without limitation the Cardholder Agreement and the
Health Savings Account Custodial Member Agreement (the "Custodial Agreement"), in electronic
format; and (iii) specifications for transmitting eligibility and enrollment information to Aetna.
2. Aetna will provide administrative services to Accountholders in accordance with the terms of the
Custodial Agreement.The Customer acknowledges that the Custodial Agreement is solely between the
Accountholder,Aetna and the custodian named therein (the "Custodian").The Custodial Agreement
does not give the Customer any rights or impose any obligations on the Customer. Neither Aetna nor
the Customer will restrict the Accountholder's ability to move funds to another HSA beyond those
restrictions defined by the Internal Revenue Code as amended from time to time (the "Code").
Aetna and the Custodian retain sole authority and discretion to open and close an HSA or resign as
Custodian in accordance with the terms of the Custodial Agreement.
HSA ADMINISTRATION Page 70 of 93 8/28/2023
0600289240.0
3. Aetna will make available and grant access to a website portal which would allow the Customer to
verify whether an HSA has been opened for its eligible employees and to view and transmit certain
program data including payroll contribution information.
4. Aetna shall provide debit cards to all HSA Accountholders. Card use is bound by and subject to the
terms and conditions of the "Card Association Rules" as described in the Cardholder Agreement
provided to each Accountholder upon card issuance.
5. Aetna's responsibility with respect to any HSA tax reporting requirements shall be solely in connection
with reporting applicable information to Accountholders and any governmental entity as required by
law. Aetna will provide annual and other tax statements to Accountholders as required of HSA
administrators. Aetna makes no commitment or guarantee that any amounts paid to or for the benefit
of an Accountholder will be, or continue to be, excludable from the Accountholder's gross income for
federal, state or local tax purposes. Such determination is the obligation of each Accountholder.
6. Aetna shall provide the Customer with reports to facilitate payroll reconciliation and account status
determination. Custom reports may be provided subject to feasibility and data availability, and shall be
subject to a reasonable additional cost mutually agreed to by the parties in writing.The Customer shall
be billed for programming time in accordance with Aetna's then-current rates unless otherwise agreed
to in writing by the parties.
7. Aetna shall credit deposits to each individual Accountholder account based on deposits reported to
Aetna by the Customer. Once the deposit is made Aetna may not be able to reverse the transaction.
Under no circumstances will Aetna be liable for any loss or expense arising as a result of the
Customer's adjustment to payroll contributions.Aetna is unable to accept contributions to an HSA in
excess of the statutory maximum annual contribution limit established by law. Aetna will not consider
any other factors in determining this limitation (e.g.,the actual deductible of the Accountholder's
health plan or the number of months that the Accountholder is eligible to make HSA contributions).
Accountholders will be solely responsible for any tax or other consequences related to HSA
contributions in excess of limits applicable to their particular circumstances.
8. Aetna will arrange for access by Accountholders to a standard slate of investment options, as
determined by Aetna,with respect to their HSA.
III. ADDITIONAL ADMINISTRATION INFORMATION
1. Compliance with Law.
Aetna shall not perform any substantiation or verification,for qualification as a medical expense or
other compliance with law, on any transaction posted to an HSA. HSAs are completely self-directed by
the Accountholder and Aetna is not responsible for ensuring compliance with applicable law.
2. Contributions.
a. Funding for HSAs is on a deposit basis and takes the form of an ACH debit that Aetna initiates
against the Customer's designated account on each day that HSA deposits are reported by the
HSA ADMINISTRATION Page 71 of 93 8/28/2023
0600289240.0
Customer to Aetna.This may be the same account designated for Administrative Fees, or may be
a unique account, at the Customer's discretion. Alternate funding methods may be available and
may be subject to additional charges. In the event the Customer does not fund deposits within a
reasonable amount of time (as set by Aetna), the Customer shall be subject to a fee ("Failure to
Fund Submitted Contributions Fee").
b. If the Customer funds deposit transactions for Accountholders who do not have active accounts,
Aetna will attempt to deposit the transactions for a period of 90 days. During this time, funds
received from the Customer will be deposited at a financial institution of Aetna's choosing.Any
interest generated on such funds shall generally be at federal funds rates. Interest shall be earned
on such account beginning on the date funds are transferred from Client to the account and
ending on the date the funds are presented for payment, the timing of which is beyond the
control of Aetna. Such interest shall be used to pay the fees of the financial institution with
respect to such account.To the extent that such interest is not sufficient to pay such fees,Aetna
shall pay such fees.To the extent that such interest is in excess of such fees, Aetna shall be
entitled to retain such interest. Aetna will return to the Customer any deposit transactions
associated with Accountholders without active accounts at the end of the 90 day period, minus
any interest Aetna is entitled to keep under this paragraph.The Customer shall be responsible for
any accounting or reporting requirements caused by any deposit transactions associated with
Accountholders without active accounts.The Customer agrees that in addition to the amounts
specified in the Service and Fee Schedule, amounts retained by Aetna under this paragraph
constitute reasonable compensation for Aetna's services.
c. Aetna shall have no responsibility with respect to determining whether the Customer has made
comparable contributions to HSAs for comparable participating employees under Section 4980G
of the Code and applicable regulations.
3. Termination.
a. If the HSA portion of this Schedule is terminated by either party, other than for the Customer's
failure to pay Administrative Fees,Aetna agrees to continue to perform Services hereunder for up
to three months thereafter in exchange for a fee paid by the Customer equal to three times the
amount of the invoice for the last month prior to the effective date of termination. Such fee (and
all other amounts owing to Aetna hereunder) shall be paid in full prior to further performance by
Aetna.
b. Accountholders may elect to continue their HSA accounts with Aetna after termination of the
Agreement or their employment with the Customer, subject to Aetna's terms and conditions and
payment of applicable fees directly to Aetna.
4. Billing and Payment of HSA Administration Fees.
Administrative Fees are payable via an ACH debit which shall be initiated by Aetna ten days after the
invoice is delivered to the Customer. Aetna shall initiate the ACH debit against an account designated
HSA ADMINISTRATION Page 72 of 93 8/28/2023
0600289240.0
for this purpose by the Customer. This may be the same account designated for contributions, or may
be a unique account, at the Customer's discretion. Alternate funding methods may be available.
The Customer shall promptly review and verify the accuracy of each invoice and notify Aetna in writing
of any inaccuracy or discrepancy with respect to any amount referenced therein within sixty days after
receipt of such invoice, failing which such invoice shall be deemed final, complete and correct for all
purposes. Any payments which are not timely paid shall be subject to Late Payment Charges as
indicated in the Service and Fee Schedule. In determining applicable Administrative Fees Aetna will be
entitled to rely on current enrollment information provided by the Customer.
5. Communications.
Any notices related to the HSA administration should be directed to PayFlex Systems USA, Inc., 10802
Farnam Drive, Suite 100, Omaha, Nebraska, 68154, Attention: Contracts.
6. Subcontractors.
Aetna may subcontract HSA administration services at any time without notice to the Customer.
7. Health Savings Account Advantage.
If selected by the Customer as indicated on the Service and Fee Schedule, Aetna shall provide the
Health Savings Account Advantage program.The program will provide support to Plan Participants in
three areas - patient advocacy, health care navigation, and surgery cost savings— in an effort to help
reduce their out-of-pocket expenses. These services will be provided to Plan Participants who have
out-of-pocket health care expenses from a single medical event at a hospital, emergency clinic or
surgical center. Such out-of-pocket expenses must meet or exceed the out-of-pocket threshold, as
shown on the Service and Fee Schedule, after discounts and benefits have been applied.
HSA ADMINISTRATION Page 73 of 93 8/28/2023
0600289240.0
PRESCRIPTION DRUG SERVICES SCHEDULE
TO THE MASTER SERVICES AGREEMENT-0192692
EFFECTIVE October 1, 2023 ("Schedule Effective Date")
Subject to the terms and conditions of the Agreement, management, or administration of prescription drug
benefits selected by the Customer in the Prescription Drug Service and Fee Schedule (as modified by Aetna
from time to time pursuant to section 4, Service Fees, of the Agreement) will be performed by CaremarkPCS
Health, L.L.C. and/or its affiliates (CVS Caremark), each of which is an affiliated, licensed pharmacy benefit
manager. This Schedule shall supersede any previous document(s) describing the Services.
I. SCHEDULE TERM
The initial term of this Schedule shall be 36 months 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 external review process will be conducted by an independent clinical reviewer with appropriate
expertise in the area in question. External Review shall be available for certain "Adverse Benefit
Determinations" as defined in 29 CFR 2560.503-1 as amended by 26 CFR 54.9815-2719. It shall also be
available for eligible "Final Internal Adverse Benefit Determinations", which is an eligible Adverse
Determination that has been upheld by the appropriate named fiduciary (Aetna) at the completion of
the internal review process or an Adverse Benefit Determination for which the appeal process has
been exhausted.The External Review process shall meet the standards of the Federal Affordable Care
Act and utilize a minimum of three accredited Independent Review Organizations. Independent
reviewers conduct a de novo review of the information provided to them as part of the External
Review process. Both Aetna and Customer acknowledge that neither Plan Participants nor providers
will be penalized for exercising their right to an External Review.
Prescription Drug Services Schedule Page 74 of 93 8/28/2023
0600289240.0
The Customer delegates the sole discretionary authority to make the determination regarding the
eligibility for external review, under the Plan, to Aetna. If an appeal is denied through the final level of
internal appeal, Aetna will determine if it is eligible for ERO. Then Aetna will inform the Plan Participant
of the right to appeal through ERO. If the appeal is upheld, Aetna will inform the Plan Participant the
reason for the denial. If the appeal is not eligible for ERO, Aetna will inform the Plan Participant of the
reasons for the ineligibility.
The Customer acknowledges that the Independent Review Organizations that make the external
review decisions are independent contractors and not agents or employees of Aetna, and that Aetna is
not responsible for the decision of the Independent Review Organization.
To assist in conducting such external reviews, the Customer agrees to provide Aetna with the current
Plan documents, and any revised, amended, or updated versions no later than the date of any
revisions, amendments, or updates.
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:
"AWP" means the "average wholesale price" for a standard package size of a Prescription Drug from
the most current pricing information provided to us by Medi-Span Master Drug Database (MDDB) (with
supplements) or any other nationally available reporting service of pharmaceutical prices as selected
by us. We use a single data reporting source for determining a Customer's AWP pricing. The standard
package size applicable to a Mail Order Pharmacy shall mean the actual package size dispensed. The
standard package size applicable to a Participating Retail Pharmacy shall be the actual package size
dispensed as reported by the Participating Retail Pharmacy to CVS Caremark.
"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. Customer acknowledges that it is responsible
for determining whether products or services added by Customer to the Benefit Plan Design are
compliant with the laws applicable to Customer's plan.
Prescription Drug Services Schedule Page 75 of 93 8/28/2023
0600289240.0
"Biosimilar Drug" means a biological product that is highly similar to a biological product already
approved by the FDA (i.e. reference product) and is licensed and approved by the FDA as a biosimilar
under Section 351(k) of the Public Health Service Act, as added by the Biologics Price Competition and
Innovation Act of 2009, notwithstanding minor differences in clinically inactive components but
otherwise no clinically meaningful differences between the biologic product and the reference
products in terms of safety, purity and potency of the product.
"Brand Drugs" shall mean drugs or devices for which the Medi-Span Multisource Code field contains
"M" (co-branded product), or "N" (single source brand), or "0" (originator). In limited circumstances,
Aetna may override the M, N, or 0 indicators and deem the drug to be a Generic Drug through review
of additional information including other Medi-Span data, FDA application data (NDA/ANDA) and price.
"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 diluents.
"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.
"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.
Prescription Drug Services Schedule Page 76 of 93 8/28/2023
0600289240.0
"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.
"Drug Classification" means that CVS Caremark shall use Medi-Span Master Drug Database (Medi-
Span) indicators, and their associated files, or indicators provided by another nationally available
reporting service of pharmaceutical drug information, in helping to determine the classification of
drugs (e.g., Prescription Drug vs. OTC, Brand Drug vs. Generic Drug, Single-Source vs. Multi-Source) for
purposes of this Agreement.
"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 Drugs" shall mean drugs or devices for which the Medi-Span Multisource Code field contains
a "Y" (generic). In addition, Claims with DAW 5 code ("House Generics") shall be classified as Generic
Drug Claims. In limited circumstances, Aetna may override the M, N, or 0 indicators and deem the
drug to be a Generic Drug after a review of additional information including other Medi-Span data, FDA
application data (NDA/ANDA) and price.
"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 Pharmacy Fee
Schedule
Limited distribution drugs (LDDs) and exclusive distribution drugs
Limited distribution and exclusive distribution Specialty Products are only available through a limited
number of pharmacy providers due to exclusive or preferred vendor arrangements with drug
manufacturers.
"Mail Order Pharmacy" or "Specialty Pharmacy" means a licensed mail order and specialty pharmacy
designated by Aetna to provide or arrange for Covered Services to Plan Participants.
"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.
Prescription Drug Services Schedule Page 77 of 93 8/28/2023
0600289240.0
"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, Mail Order Pharmacy or 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.
"Prescription Drug 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.
"Precertification" means a process under which certain drugs require precertification (prior approval)
before Plan Participants can obtain them as a covered benefit. The Aetna's 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" means pharmaceutical manufacturer revenue shared with Aetna by CVS Caremark and/or
any of their respective affiliates (i) pursuant to the terms of an agreement with any pharmaceutical
manufacturer (ii) in consideration for the inclusion of such manufacturer's Prescription Drugs 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. Rebates shall
not include any fees or other compensation paid, credited, or owing by a pharmaceutical manufacturer
to Aetna or CVS Caremark or any of their respective affiliates, as applicable, in exchange for the
performance or provision of front-end pharmacy or clinical services or activities, including any of the
following services and activities: (i) Plan Participant adherence or compliance services, (ii) nursing or
Prescription Drug Services Schedule Page 78 of 93 8/28/2023
0600289240.0
other Plan Participant support, (iii) physician or member communication services, (iv) Plan Participant
assistance and referrals, (v) product launch and similar support, (vi) equipment replacement services,
(vii) clinical and other research or studies, (viii) data and analytics, and (ix) services to ensure the
appropriate distribution of high risk biopharmaceuticals.
"Rebate Guarantee" means the Rebate amount that Aetna guarantees the Customer will receive as set
forth in the Prescription Drug Service and Fee Schedule.
"Retrospective Drug Utilization Review"or"Retrospective DUR" means a review of drug utilization
that is performed after a Claim for Covered Services is processed.
"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 Prescription Drug 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.
"340B Claim" means a Claim identified by the submission of"20" in any of the submission clarification
code fields and/or a Claim submitted by a Participating Pharmacy owned by a covered entity, as
defined in Section 340B(a)(4) of the Public Health Services Act, whose 340B status is coded as "38" or
"39" in the NCPDP DataQ database.
Prescription Drug Services Schedule Page 79 of 93 8/28/2023
0600289240.0
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 Prescription Drug Service and Fee Schedule are
conditioned on Aetna's status as the exclusive provider of the 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 Prescription Drug 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 services for
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 for the
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
Prescription Drug Services Schedule Page 80 of 93 8/28/2023
0600289240.0
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. 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) Mail Order Pharmacy. Aetna shall make available information regarding how
Plan Participants may access and use the Mail Order Pharmacy on its internet
website and via its member services call center.The 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 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 Mail Order Pharmacy obtains
consent of the Prescriber, the 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 Mail Order Pharmacy.The Mail Order Pharmacy shall make refill
reminder and on-line ordering services available to Plan Participants. Aetna
and/or the Mail Order Pharmacy may promote the use of the Mail Order
Pharmacy to Plan Participants through informational mailings, coupons or other
financial incentives at Aetna's and/or the Mail Order Pharmacy's cost, unless
otherwise agreed upon by Aetna and the Customer.
Prescription Drug Services Schedule Page 81 of 93 8/28/2023
0600289240.0
(iii) Specialty Pharmacy.Aetna shall make available information regarding how Plan
Participants may access and use the Specialty Pharmacy on its internet website
and via its member services call center. The 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 Specialty Pharmacy generally will require that Specialty Products 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 Specialty Pharmacy obtains consent of the Prescriber,the Specialty
Pharmacy shall require that the Generic Drug equivalent be dispensed to the
Plan Participant.The Specialty Pharmacy shall make refill reminder services
available to Plan Participants. Aetna and/or the Specialty Pharmacy may
promote the use of the Specialty Pharmacy to Plan Participants through
informational mailings, coupons or other financial incentives at Aetna's and/or
the 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")for the Customer to consider and adopt as its Formulary. The
Formulary options made available to the Customer will be determined and
communicated by Aetna prior to the implementation date. The Customer agrees
and acknowledges that it is adopting the Formulary as a matter of its plan design
and that Aetna has granted the 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 members. As such,the
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.The
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. The Customer agrees that any
proposed additions and/or deletions to the Formulary will be adopted by the
plan sponsor as a matter of the plan sponsor's plan design, and that the
Customer has the right to elect to not implement any such addition or deletion,
which such election shall be considered a Customer change to the Formulary
subject to Aetna's ability to operationally administer such election and, if so,
Aetna's reservation of right to make appropriate and equitable financial
changes resulting therefrom. The Customer also acknowledges and agrees that
Prescription Drug Services Schedule Page 82 of 93 8/28/2023
0600289240.0
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.
(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 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.
Prescription Drug Services Schedule Page 83 of 93 8/28/2023
0600289240.0
(v) Drug Savings Review. If purchased by the Customer as indicated on the
Prescription Drug Service and Fee Schedule,Aetna shall administer the Drug
Savings Review. Drug Savings Review programs use a rapid Retrospective DUR
approach. Claims are systematically analyzed, within 72 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.
Drug Savings Review will analyze Claims on a daily basis, identify potential
opportunities for quality and cost improvements, and will notify physicians of
those opportunities. The physician based programs will identify:
• Certain medications that may duplicate each other's effect;
• Certain drug to drug interactions; and
• Prescriptions for a multiple daily dose when symptoms might be
controlled with a once-daily dosing
(vi) Pharmacy Advisor Program.Aetna shall implement and administer as specified in
the description of Plan benefits the Pharmacy Advisor Program which focuses on
improving adherence, reducing costs and closing gaps in care in targeted
conditions where adherence is critical, such as diabetes, asthma and heart
failure. Identifying members with such targeted conditions will enable the
Pharmacy Advisor Program to alert and provide pharmacists at local Participating
Retail Pharmacies with information that will be helpful in their treatment.
Effective January 1, 2021, the Pharmacy Advisor Program will be available only if
purchased by the Customer as indicated on the Prescription Drug Service and
Fee Schedule.
(vii) Aetna Healthy ActionssM Rx Savings. If purchased by the Customer as indicated
on the Prescription Drug 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.
(viii) Choose Generics Program. If purchased by the Customer as indicated on the Fee
Schedule,the Choose Generics Program is an option that encourages Plan
Participants to receive the generic equivalent rather than the Brand Drug. Under
this program, Plan Participants can choose to obtain the Brand Drug at a higher
than normal cost (subject to the exceptions described in the paragraph
immediately below). Such higher cost will be equal to the Cost Share for the
Brand Drug plus the difference in the cost between the Brand Drug and its
Prescription Drug Services Schedule Page 84 of 93 8/28/2023
0600289240.0
generic equivalent. The cost differential is not applied to the Plan Participant's
deductible.
If no generic equivalent medication or corresponding MAC amount is available or
the prescriber has written "dispense as written" on the prescription order,the
cost differential described above is not applied to the higher cost. In some
instances, a Brand Drug is not eligible for a corresponding MAC amount due to
Formulary and/or Rebate contract requirements that prohibit application of
"member pay the difference" logic or mandate minimum copay steerage levels.
In other instances, a Brand Drug may not be eligible for a corresponding MAC
amount due to supply and/or pricing considerations.
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.
d. Plan Participant Services and Programs
Internet services including the Secure Member Portal and Aetna Website.
Through the Secure Member Portal, Plan Participants have access to the Aetna website and
Aetna Health mobile app. Plan Participants have access to the following:
• Estimating the cost of Prescription Drugs (Price a Drugs^^)
• Prescription Comparison Tool —Compares the estimated cost of filling
prescriptions at a Participating Retail Pharmacy to the Mail Order
Pharmacy mail-order prescription service.
• Aetna Formulary—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.
RxPlus Savings Program (Core)
The RxPlus Savings Program (Core) allows Discount Program Participants to fill certain Prescription
Drugs at discounted prices through Program Pharmacies. Discount Program Participants include former
Plan Participants as well as non Plan Participants (i.e., part-time employees and new employees prior
to benefit eligibility under this Agreement). Program Pharmacies are certain retail pharmacies
participating in a discount network. All communication regarding the RxPlus Savings Program (Core)
will be provided by Customer.
Prescription Drug Services Schedule Page 85 of 93 8/28/2023
0600289240.0
RxPlus Savings Program (Optional)
If elected by Customer as indicated on the Pharmacy Service and Fee Schedule,the RxPlus Savings
Program (Optional) will allow Plan Participants to fill Prescription Drugs not covered under the Benefit
Plan Design through Program Pharmacies. All communication regarding the RxPlus Savings Program
(Optional)will be provided by Customer.
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) CVS Caremark shares 100%of Rebates with Aetna based on the utilization by
Plan Participants of covered Prescription Drugs administered and paid through
the Plan Participant's pharmacy benefits. Aetna, in turn, agrees to share 100%of
such Rebates received from CVS Caremark with Customer subject to the terms
and conditions set forth in this Schedule.
(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 to the 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 Prescription Drug
Service and Fee Schedule; and
Prescription Drug Services Schedule Page 86 of 93 8/28/2023
0600289240.0
• 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 MANAGEMENT SERVICES
1. Rebate amounts 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 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 for which Aetna
receives Rebates from CVS Caremark. The amount of Rebates will be determined in accordance
with the terms set forth in the Customer's Prescription Drug 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 Prescription Drug Service and Fee Schedule.
Interest (if any) received by Aetna prior to allocation to eligible self-funded customers is
retained by Aetna.
2. The Customer acknowledges that from time to time, Aetna receives other payments from
Prescription Drug manufacturers and other organizations that are not 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
Prescription Drug Services Schedule Page 87 of 93 8/28/2023
0600289240.0
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 Rebates.
These payments are generally for one of three purposes: (i)to compensate Aetna for bona fide
services it performs, such as the analysis or provision of aggregated data, (ii)to reimburse
Aetna for the cost of various educational and other related programs, such as programs to
educate physicians and Plan Participants about clinical guidelines, disease management and
other effective therapies, or (iii)to compensate Aetna for the cost of developing and
administering value-based rebate contracting arrangements when drug therapies
underperform thereunder.These payments are not considered as Rebates and are not included
in rebate sharing arrangements with plan sponsors, including without limitation, Customer
CVS Caremark 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 CVS Caremark, and instead are received by Aetna or
CVS Caremark in connection with network contracting, provider education and other activities
Aetna conducts across its book of business. Customer further agree that the amounts described
above belong exclusively to Aetna or CVS Caremark, and Customer has no right to, or legal
interest in, any portion of the aforesaid amounts received by Aetna or CVS Caremark.
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.
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 CVS Caremark 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 CVS Caremark
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 CVS Caremark'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 Prescription Drug Service and Fee Schedule. As a result,the Customer's
Prescription Drug Services Schedule Page 88 of 93 8/28/2023
0600289240.0
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 charged
to Aetna by CVS Caremark may be more than the negotiated Participating Pharmacy payment
rate charged to Aetna by CVS Caremark for the non-Formulary Prescription Drug; and (ii)
Rebates received by Aetna from CVS Caremark are not reflected in the cost of a Prescription
Drug obtained by a Plan Participant.
4. The Customer acknowledges that Aetna contracts with Participating Pharmacies through CVS
Caremark to provide the Customer and Plan Participants with access to Covered Services.The
prices negotiated and paid by Aetna or CVS Caremark for Covered Services dispensed by
Participating Pharmacies can vary from one pharmacy product, plan or network to another.
Under this Schedule and Prescription Drug 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 Pharmacies.This uniform price may
exceed or be less than the actual price negotiated and paid by Aetna to CVS Caremark for
Covered Services dispensed by the Participating Pharmacy. Where the uniform price exceeds
the actual price negotiated and paid by Aetna to CVS Caremark for Covered Services dispensed
by the Participating Pharmacy, Aetna realizes a positive margin. In cases where the uniform
price is lower than the actual price negotiated and paid by Aetna to CVS Caremark for Covered
Services dispensed by the Participating Pharmacy, 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, when Aetna receives payment from the Customer before payment to CVS
Caremark,Aetna retains the benefit of the use of the funds between these payments.
5. The Customer acknowledges that Aetna generally pays CVS Caremark for Brand Drugs
dispensed by Participating Pharmacies 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 CVS Caremark based on MAC or 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 CVS
Prescription Drug Services Schedule Page 89 of 93 8/28/2023
0600289240.0
Caremark 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 CVS Caremark 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 the Mail Order Pharmacy than if such Generic Drug were dispensed by a Participating
Retail Pharmacy. These situations may result from: (i) the terms of CVS Caremark's
arrangements with Participating Pharmacies; (ii) the amount of the Cost Share; (iii) reduced
retail prices and/or discounts offered by Participating Pharmacies to Plan Participants; and (iv)
the amount, if any, of Rebates to which the Customer is entitled under the Schedule and the
Pharmacy Fee Schedule.
VII. AUDIT RIGHTS
1. General Pharmacy Audit Terms and Conditions
a. Subject to the terms and conditions set forth in the Agreement and disclosures made in
Prescription Drug Service and Fee Schedule, the Customer shall be entitled to have
audits performed on its behalf (hereinafter "Pharmacy Audits") to verify that Aetna has
(a) processed Claims submitted by CVS Caremark for Covered Services dispensed by
Participating Pharmacies, (b) paid Rebates in accordance with this Schedule and the
Prescription Drug Service and Fee Schedule. Pharmacy Audits may be performed at
Aetna's Minnetonka, MN or Hartford, CT 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
Prescription Drug 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) Auditor Qualifications and Requirements specific to Rebate Audits
Any audit of Aetna's agreements with pharmaceutical manufacturers will be
conducted by (a) one of the major public accounting firms (currently the "Big 4")
approved by Aetna whose audit department is a separate stand alone function
Prescription Drug Services Schedule Page 90 of 93 8/28/2023
0600289240.0
of its business, or (b) a national CPA firm approved by Aetna whose audit
department is a separate stand alone function of its business.
(iii) 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
Prescription Drug 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.
2. Additional Claim and Rebate Audit Terms and Conditions
a. Rebate Audits
Subject to the terms and limitations of this Schedule,the Agreement, and the
Prescription Drug Service and Fee Schedule including without limitation the general
Pharmacy Audit terms and conditions set forth in this section VII, the Customer shall be
entitled to audit Aetna's calculation of Rebates received by the Customer as set forth
below. Aetna will share the relevant portions of the applicable formulary rebate
contracts, including the manufacturer names, drug names and rebate percentages for
the drugs being audited.The drugs to be audited will be selected by mutual agreement
of the parties.The parties will reasonably cooperate to select drugs for each audit that
(a) represent the fewest unique manufacturer rebate contracts required for audit so
that the selected drugs represent a maximum of 15%of the Customer's Rebates; which
are attributable to the drugs most highly utilized by Plan Participants (b) shall be limited
to (two) 2 consecutive quarters and (c) are subject to manufacturer rebate agreements
that do not contain restrictions prohibiting Aetna from disclosing to the Customer
portions of such contracts concerning the rebates, payments or fees payable there
under. Aetna will also provide access to all documents reasonably necessary to verify
that Rebates have been invoiced, calculated, and paid by Aetna in accordance with this
Schedule.The Customer is entitled to only one annual Rebate audit. Prior to the
commencement of such audit, the Customer and auditor shall enter into a rebate audit
confidentiality agreement acceptable to Aetna.
Prescription Drug Services Schedule Page 91 of 93 8/28/2023
0600289240.0
b. Pharmacy Claim Audits
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 electronically 100%
of the prior contract year claims.Aetna will review and respond to a maximum of 250
disputed Claims from the auditor's fall out within 30 business days.The Customer is entitled
to only one annual Claim audit.
Prescription Drug Services Schedule Page 92 of 93 8/28/2023
0600289240.0
TEMPORARY EXHIBIT 1—HEALTH COVERAGE
PLAN OF BENEFITS
TO THE MASTER SERVICES AGREEMENT-0192692
EFFECTIVE October 1, 2023
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.
Exhibit Page 93 of 93 8/28/2023
0600289240.0