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HomeMy WebLinkAboutPACIFICARE - CONTRACT - RFP - P682 PACIFICARE (2)PacifiCare Health Plan Administrators, Inc. Administrative Services Agreement Effective January 1 , 19 99 , PacifiCare Health Plan Administrators, Inc. (referred to in this Agreement as PHPA) agrees to provide The City of Fort Collins (referred to in this Agreement as the Client) with the following services subject to all the terms of this Agreement. PHPA provides these services under the direction of the Plan Administrator as designated by the Client to control and manage the operation of the Point of Service/Plus and EPO Medical Managed Care Plans (referred to in this Agreement as the Plan. Definitions Benefit Program - A type or level of benefit which is offered to the Plan Participants. A Plan may contain one or more Benefit Programs. Medical Benefit Programs include: Exclusive Benefit Plan in which Plan Participants obtain services from a panel of medical providers. The panel of medical providers may receive part of their compensation on a pre -paid or capitated basis where the medical provider receives a fixed fee in exchange for offering certain services as needed. The panel of medical providers may also receive incentive payments if their overall performance exceeds a predetermined threshold. PacifiCare Plus/Point of Service Plan is a point -of -service (POS) plan that allows covered members to choose between two types of coverage at the time treatment or service is requested and/or rendered. PacifiCare provides in -network benefits. The panel of medical providers may receive part of their compensation on a pre -paid or capitated basis where the medical provider receives a fixed fee in exchange for offering certain services as needed. The panel of medical providers may also receive incentive payments if their overall performance exceeds a predetermined threshold. TakeCare Insurance Company provides out -of -network benefits. Benefits are paid on a fee -for -service based upon reasonable & customary charges set by HIAA tables. -9210 Termination Agreement Either party may terminate this Agreement at any time upon written notice to the other party thirty (30) days in advance of the date of termination, unless other date is agreed upon by both parties. However, upon written notice, this Agreement will terminate immediately as of the date the first of these events occurs: a. Funds necessary to cover the Plan Costs are not provided by the Client in the designated bank account, if desired by PHPA. b. Either party ceases to do business or the date on which the Client terminates the Plan, if sooner. C. PHPA ceases to be duly licensed, if licensing is required, and the Client desires that the Agreement tenninate. 2. Upon termination for any cause, PHPA or its designee will administer all claims that were incurred up to the date of termination for a period of three months after the termination date. During this three month period, all provisions of this agreement will remain in force except that the Client agrees to pay PHPA in advance a Service Fee equal to three times the Service Fee paid for the last full month before termination. At the completion of the three month period, all obligations, duties, and responsibilities of PHPA under this Agreement cease including further responsibility for work in process but incomplete unless the Client arranges for PHPA to complete this work 3. PHPA will deliver a full and complete accounting and report as of the date of termination as to the status of the Plan payments. This report will be provided within four (4) months after the termination date. PHPA will make all records and claim files in its possession which pertain to the Plan available to the Client within a reasonable period of time. Both parties must retain copies of such files and records for a period of five (5) years or longer if required by law. The signatures below bind both parties to the terms of this Agreement. 10 -9210 OWNER: CITY OF FORT COLLINS qla PacifiCare Health Plan n A ministrators, Inc. By: �! JOHN F. CHBACH, CITY MANAGER BY: s J. Swayze JAMES 'NEIL II, CPPO DIREC OF PURCHASING Title: Vice President of Sales & Marketing AND RISK MANAGEMENT Date: 1 Z Date: 112W99 (CORPORATE SEAL) Attest: i.A ti Attest: City Clerk Address for giving notices: P. 0. Box 580 Fort Collins, Colorado 80522 Approved as to Form Assistant City Atto n Address for giving notices: yss f �OSpm,l ff a�P Gv uJ�. r0 11 U-Cj l License No. A • O ) O Z 10A -9210 Fund Transfer Amendment to the PacifiCare Health Plan Administrators, Inc. Agreement Effective JanuarKl .19 99 , (referred to in this Amendment as the Client) has established a bank account to fund all Plan Costs with: First National Bank of Fort Collins Bank P.O. Box 578 Fort Collins. CO 80522 Address (970) 4824861 Telephone 93008 Bank Account Number 107000262 Transit Routing Number Checking Account Type This bank must be a member of the state or local Automated Clearing House (referred to in this Amendment as ACH) for debits and credits to be processed. The Client will make proper arrangements with the bank to accept ACH transactions for debits or credits to the bank account identified above. The Client will attach a voided check or a photocopy of a check reflecting the bank account number. The Client authorizes PaciSCare Health Plan Administrators, Inc. (referred to in this Amendment as PHPA) to transfer funds from this designated account in accordance with the Service Agreement in force or committed to between the Client and PHPA. These transfers will be through the ACH process. PHPA will telephone a designated contact of the Client on the day each transfer is made in addition to sending a monthly written confirmation to the first contact listed below of all transfers made during that month. The Client designates the following contacts (two are required) for PHPA to use: 11 -9210 M . 1. P.O. Box 580 Fort Collins. CO 80522-0580 Mailing Address (970)221-6782 FAX Gwen Feit Name (970)221-6843 Telephone Accountant Title (970)221-7527 Telephone Benefits Technician Title _(970)221-6238 FAX In the event PHPA is unable to reach the designated contacts, the Client authorizes PHPA to proceed with the transfer of funds provided PHPA sends a separate written notice to the first contact indicated describing the funds being transferred. The Client agrees to maintain standing instructions to their designated bank for the duration of this Amendment to execute all ACH transactions initiated by PHPA. A copy of the Client's instructions to the bank is attached to this Amendment and incorporated by reference. The Client will pay any fees charged by their bank to service the designated account and to participate in the transfer of funds to PHPA. The Client grants PHPA a limited right to transfer funds to satisfy Plan Costs described in the Service Agreement between PHPA and the Client. PHPA has no right to transfer any funds not expressly outlined in the Agreement. This Amendment will automatically terminate three (3) months after the Agreement terminates or when replaced by a succeeding Amendment. 12 -9210 The signatures below bind both parties to the terms of this Agreement. OWNER: C Y OF FORT COLLINS By: JOHN F. F SCHBACH, CITY MANAGER BY: JAME . O'NEILL II, CPPO DIRE VOR OF PURCHASING AND RISK MANAGEMENT Date:�4 .Care Health Plan strators, Inc. s J. Title: vice President of Sales & Marketing Date: (CORPORATE SEAL) Attest: Attest: City Clerk Address for giving notices: P. 0. Box 580 Fort Collins, Colorado 80522 Approved as to Form Assistant City Attor e Address for giving notices: �YS r f F� (9Zeld iad C o -4@*1WkV111 License No. 13 -9210 Network Disclosure Amendment to PacifiCare Health Plan Administrators, Inc. Agreement Effective January 1 119 99, The City of Fort Collins (referred to in this Amendment as the Client) has contracted with PacifiCare Health Plan Administrators, Inc. (referred to in this Amendment as PHPA) to administer the Client's self -insured medical Benefit Programs. PHPA has arranged for the Client's plan to use the provider network(s) of PHPA and its affiliate(s) and for the Client to benefit from the negotiated arrangements with the network providers. This Amendment discloses the basic nature of the network(s) which in part defines the Client's Plan Costs. EXCLUSIVE BENEFIT PLAN The Client [Xj is [ ] is not offering Exclusive Plan(s). The networks use many contract models which define capitated services versus negotiated fee services. Typical models include: 1. Primary Care Capitation Model where a Primary Care Physician (PCP) receives a fixed monthly payment for each Exclusive Plan member in exchange for providing basic medical services to that member. Any services which are rendered by other contracted medical providers are paid on a negotiated fee basis. 2. Primary and Multi -Specialty Care Capitation Model where a) a multi -specialty physician group provides both primary care services and specialist services on a capitated basis, or b) a primary care physician provides or arranges for both primary care services and specialist services on a capitated basis. Hospital costs and other contracted services are paid on a negotiated fee basis. 3. Fully Capitated Model where a medical group in association with a hospital provides all services to the Exclusive Plan member on a capitated basis. 4. Contracted Fee Schedule for Primary Care Physicians and Specialists, Hospitals and Ancillary Providers. Some hospitals have per diem arrangements. Laboratory and behavioral health are fully capitated. All capitation is paid to providers monthly. Each covered person under an Exclusive Plan selects a PCP from the physician panel. The services subject to capitation are based on the contracting relationship with that provider. The Client's obligation to pay capitation and the resulting services which are funded by the Client on a negotiated fee basis are also determined by this contractual relationship with the provider. The actual negotiated fee payments are determined by the contract with the provider of those negotiated fee services. Emergency services or services authorized for non - contracted providers may be paid without discount or adjustment. 14 -9210 PHPA or its affiliate(s) may change the contract mix of their network, negotiate new payment arrangements or modify their network structure from time to time. The Client's obligation to pay capitation costs and to fund negotiated fee claims under the Agreement will be modified in accordance with any changes made which affects such payments and funding. The Client is using the Colorado networks in support of the Client's Exclusive Benefit Plan(s) where both primary care capitation and primary and multi -specialty care capitation are used. POINT OF SERVICE/PLUS BENEFIT PLAN The Client [XI is [ I is not offering PacifiCare Plus, a point -of -service (POS) product that allows covered members to choose between two types of coverage at the time treatment or service is requested and/or rendered. PacifiCare provides in -network benefits. TakeCare Insurance Company provides out -of -network benefits. In -Network Benefits: Members receiving treatment or services from or under the direction of their primary care physicians are eligible for in -network benefits. There are no claim forms to fill out or deductibles to satisfy, and most services do not require pre -authorization. Copayments are due at the time of service and the remaining covered charges are paid at 1000/c. Wellness benefits, including child immunizations and physical exams, are covered under the in -network plan. Out -of -Network Benefits: Members choosing to receive care from a provider not participating in our network or a participating specialist without a referral, will be covered under an indemnity benefit. Under the out -of -network plan, members are required to complete claim forms, satisfy deductibles and pre -certify certain services or procedures. Wellness benefits are covered only under the in - network plan. At the time of enrollment, eligible employees and dependents select a primary care physician. Each enrolled employee and dependent then receives a PacifiCare I.D. card that allows them access to in - network participating providers. Employees are encouraged to use participating providers and, as a result, pay a smaller portion of their medical bills in the form of established copayments. However, the out -of -network benefit provides freedom of choice for individuals who prefer to receive services from outside the network. This Amendment will automatically terminate when the Agreement terminates or when replaced by a succeeding Amendment. 15 -9210 The signatures below bind both parties to the terms of this Agreement. OWNER: CITY OF FORT COLLINS By: JOHN F. ISCHBACH, CITY MANAGER BY: JAM E O'NEILL II, CPPO DIRE R OF PURCHASING AND RISK MANAGEMENT Date: /� Z-I 402 James J. Title: Vice President of Sales & Marketing Date: I1ial (CORPORATE SEAL) Attest: ' T' Attest: City Clerk Address for giving notices: P. 0. Box 580 Fort Collins, Colorado 80522 Approved as to Form Assistant City Att rn Address for giving notices: �yrr sy�"M', 'f r,9 IP N/A" j (O 42/// i License No. /q - 0) D 2- 16 -9210 Benefit Payment Deposit Amendment to PacifiCare Health Plan Administrators, Inc. Agreement Effective January 1 .19 99 , The City of Fort Collins Client Tax ID Number (referred to in this Amendment as the Client) has contracted with PacifiCare Health Plan Administrators, Inc. (referred to in this Amendment as PHPA) to administer the Client's self -insured medical Benefit Programs. PHPA will establish and hold a Benefit Payment Deposit (referred to in this Agreement as BPD) on behalf of the Client. The monies accumulated in the BPD shall be used to pay Plan Costs in the event the Client fails to fund Plan cost pursuant to the TakeCare Administrative Service Agreement between the Client and PHPA. The Client agrees to deposit funds equal to one-half month of total Plan costs in the BPD and to maintain funding at that level while the Agreement is in force. For convenience, PFIPA will normally establish the deposit amount at the beginning of each contract year. However, PHPA reserves the right to increase the BPD deposit amount at any time the required deposit is underfunded by more than ten (10) percent of the needed amount. Upon giving the Client written notice ten (10) days in advance, PHPA will transfer the additional funds from the Client's designated bank account for funding Plan costs. PHPA may, at its option, request payment from the Client using other means such as a bank check or other form of transfer. PHPA will, annually at the end of each contract year, credit interest on the monies held in the BPD at a variable rate of interest to be set quarterly by PHPA. In the absence of a written request from the Client to pay the interest directly to the Client, PHPA will add the interest to the BPD. No person other than PHPA and the Client shall have any rights against the BPD. In the event that the Agreement terminated, PHPA may use the funds in the BPD to cover Plan costs as stated above. If any funds remain in the BPD after all Plan costs have been satisfied, PHPA will return those funds to the Client. As of the effective date of this Agreement, the BPD deposit required equals $ 55268 . 00. This Agreement may be changed at any time by written amendment, provided such amendment is agreed to and signed by duly authorized representatives of both PHPA and the Client. 17 -9210 OWNER: CITTYaOF F/O�RT COLLINS JOHN F. F CHBACH, CITY MANAGER BY: JAME B O'NEI1,L II, CPPO DIRE R OF PURCHASING AND RISK MANAGEMENT Date: / 2 / 2 Attest: City Clerk Address for giving notices: P. O. Box 580 Fort Collins, Colorado 80522 Approved as to Form Assistant City Attorn RM s J. ifiCare Health Plan ,klistrators, Inc. Title:Vice President of Sales & Marketing IN Date: 111-VI99 (CORPORATE SEAL) Attest: Address for giving notices: 1ST �S1. y0se,,'� f4- o.A Co 5FV/// License No. # — 0/ 0 2— 2. Capitation Payments - The 100 percent valuation of fees the Client is obligated to pay to medical providers in exchange for certain medical services under a Benefit Program. These fees represent the total liability to the Client for the indicated medical services. Under some Benefit Programs, a portion of the Capitation Payment may be withheld from the medical provider and is allocated to an incentive fund. Based on the medical provider's performance and/or the perforinance of the provider panel, the withhold may be returned to the provider at some point in the future. The Client will always fund the full, 100 percent valuation of the Capitation Payment each month. The client is not eligible for a refund of any unretumed withholds on the Capitation payment. 3. Covered Person - Plan Participant or a Plan Participant's dependent who is eligible for Plan Benefits and where the employee has elected coverage under a specific benefit program. 4. Covered Unit - A grouping of Covered Persons used for billing purposes. Common Covered Units include employee only, COBRA continuee, all dependents, one dependent, two or more dependents, etc. Plan - The Client's welfare benefit plan. 6. Plan Costs - The total cost of Plan including, but not limited to, Service Fees payable to PHPA, Capitation Payment for medical services payable to medical providers, claim payments issued under the Plan either directly to medical providers or to reimburse Plan Participants for medical expenses they have paid, and premiums for certain insurance coverages provided by an insurer selected by Client. Plan Document(s) - A written description(s) of the Plan. The Plan Document(s) governs the operation of the Plan. 8. Plan Participant - An employee or retiree of the Client who is eligible for Plan benefits and where the employee has elected coverage under a specific program. 9. Service Fees - Fees paid by the Client to PHPA in exchange for various services provided to the Client. The level and cost of services may vary based on the Benefit Programs included. 10. Summary Plan Description(s) - A written description(s) of the Plan provisions furnished to each Plan Participant. -9210 Fiduciary Responsibility Amendment to PacifiCare Health Plan Administrators, Inc. Agreement Effective Janrrary 1 % 19 99 , Tl►e City of Fort Collins (referred to in this Amendment as the Client) has contracted with PacifiCare Health Plan Administrators, Inc. (referred to in this Amendment as PHPA) to administer the Client's self -insured medical Benefit Programs. Client has chosen to purchase excess reinsurance from an insurance carrier which does not have an administrative services agreement with PHPA. Client wishes for PHPA to assume fiduciary responsibility to accumulate the necessary information and to give timely notice and proof of loss directly to Client's excess risk insurer. PHPA will assume the fiduciary responsibility of accumulating enrollment, claims paid and medical information and file the necessary claim forms with the Client's excess risk insurer on the Client's behalf. Compensation payable to PHPA for this service will be on a case basis. The compensation will be $ 0 per case for the standard PacifiCare information package. Additional reports maLequire a fee of $100 to $150 per data analyst hour to create. The services covered by this fee will be the accumulation of necessary claims and medical information, completing necessary forms, reasonable copying of necessary documents. PHPA reserves the right to bill the Client or the Client's excess risk insurer for copying and postage costs in excess of reasonable amounts. Client will provide PHPA with a copy of the policy which shows the coverage and the attachment point for claims reimbursement. Client will also provide PHPA with a contact person name and phone number at the Client's excess risk insurer. This Amendment will automatically terminate when the Agreement terminates or when replaced by a succeeding Fiduciary Responsibility Amendment. The signatures below bind the parties to the terms of the Amendment. 19 -9210 OWNER: CITY OF FORT COLLINS By: T. - JOHN F. SCHBACH, CITY MANAGER BY. JAME B O'NEILL II, CPPO DIRE T OF PURCHASING AND R SK MANAGEMENT Date: _ ' i Zp/ l `7 \L4.., \\) �t{mot �. - ClerkCity Address for giving notices: P. 0. Box 580 Fort Collins, Colorado 80522 Approved as to Form Assistant City Att r PacifiCare Health Plan 1tlministrators, Inc. J. Swavze Title:Vice President of Sales & Marketing Date: 112.1,(99 (CORPORATE SEAL) Attest: Address for giving notices: �y5s- s yo ,4 �f r- 5/� rC 0 ro !1 /lI — License No. - 0) 02- 20 -9210 Attachment to PaciSCare Health Plan Administrators, Inc. Administrative Services Agreement COMPOSITE MONTHLY PREMIUM RATES Effective January 1.1999 through December 31,1999 EPO POS Administration Fee — includes, but is not limited to: $31.27 $31.52 • Access Fees • Pre-Admission/Concurrent UR Review • Psychiatric/Substance Abuse UR Review • Case Management • TPA Services Incentive Risk(Network Access Fee $ 5.56 $ 5.56 21 -9210 Exhibit "D" CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Contractor hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Contractor has agreed to perfor►, the Contractor hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Contractor agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Contractor shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Contractor shall not use such information to obtain any economic or other benefit for itself; or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Contractor understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Contractor shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advice the City in writing of each such disclosure. In the event that the Contractor ceases to perform services for the City, or the City so requests for any reason, the Contractor shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Contractor understands and agrees that the City's remedies at law for a breach of the Contractor's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. 22 -9210 Benefit Programs Attached and incorporated into this Agreement is the Plan Document that describes the actual benefits provided by each Benefit Program under the Plan. PBPA agrees to provide services to the following Benefit Programs: Plan 1: _EPO (including Utilization Review) Plan 2: Point of Service/Plus (including Utilization ReviewL -9210 Service Fees In exchange for PHPA's services, the Client agrees to pay a monthly Service Fee per Covered Unit as shown on the rate notice provided to the Client. The rate notice is incorporated into this Agreement by reference. The Service Fee is guaranteed for each Plan year except that PHPA reserves the right to change the Service Fee: a. with respect to the second and subsequent Plan years by advising the Client in writing at least 31 days prior to the change in service fee (there is a 5% fee increase cap for the year 2000); b. at anytime the terms of this Agreement or the terms of the Plan change; or C. at anytime the enrollment in a Benefit Program changes in total by more than 15 percent of the enrollment in that Benefit Program at the beginning of the current Plan year. Each month, the Service Fee is due and payable on the first of that month. PHPA reserves the right to withhold service from the Client in the event that full payment is not made when due. The amount of Service Fee due and Payable to PHPA shag never be less than the Service Fee multiplied by 73 employee Covered Units and the associated dependent Covered Units. This minimum will be calculated on the basis of the employee/dependent ratio as of the beginning of the current Plan year. Relationship between the Parties PHPA acts upon the instructions of the Plan Administrator. PHPA is not a Plan fiduciary and its duties and authority are strictly limited as described in this Agreement. In order that the relationship between the parties and the nature of the responsibilities and rights of both parties remain clear: 1. The Client agrees not to use the name, image, promotional material, stationery, letterhead, or logo of PHPA except as expressly authorized by PHPA 2. PHPA agrees not to use the name, image, promotional material, stationery, letterhead, or logo of the Client except as expressly authorized by the Client. Licensing PHPA is responsible for compliance with all state laws, including licensing, applicable to administrators who provide service to self -funded employee benefit plans. PHPA is, as of the date of this Agreement, duly licensed, as required, to provide such assistance to the Client and will continue to maintain such licensing. ff PHPA fails to maintain such licenses, it will notify the Client on a timely basis. In that event the Client may terminate this Agreement immediately. -9210 PHPA Obligations PHPA will: 1. Provide identification cards for each Benefit Program. 2. Provide standard PHPA claim forms for Benefit Programs which require Plan Participants to complete claim forms. 3. Provide provider directories and updates for Benefit Programs which utilize a provider network. 4. Provide an administrative procedure manual. 5. Suggest language for the Summary Plan Description(s) and subsequent amendments. 6. Review Plan Participant's enrollment forms and make requests for additional information when sary. 7. Provide information so that the Client may prepare and file the Department of Labor Form 5500. 8. Prepare and provide records required for audits of the Plan, legal action, or regulatory review. 9. Process claims and issue claim checks in accordance with the terms of each Benefit Program in the Plan and any related interpretations, rules, and procedures approved by the Plan Administrator. 10. Notify Client on a timely basis of the amounts necessary to fund all Plan Costs including Service Fees payable to PHPA, Capitation Payments, and claim payments issued under the terms of each Benefit Program in the Plan. 11. Transfer funds electronically using the Automated Clearing House (ACID process or a similar transfer mechanism from the Client's designated bank account to PHPA to cover all Plan Costs. 12. Give timely notice and proof of loss to Client's specific and aggregate insurer (if any), if the reinsurance carrier chosen by the Client has an active administrative services agreement with PHPA. 13. Provide the Plan Participants with a written description of the claim calculation for any Benefit Program where the Plan Participant completed and submitted a claim form to PHPA. In addition, PHPA will provide an explanation for partial payment or denial, and information as to what, if anything, can be done to obtain payment under the plan. These notifications will be in a form approved by the Client. 14. Provide monthly financial reports that show all Plan Costs. 15. Provide quarterly statistical reports that show all claim payments analyzed by type of service, diagnosis, and network utilization. 16. Maintain adequate blanket fidelity insurance and errors and omissions insurance. 5 -9210 17. PHPA agrees to indemnify and hold the Client harmless against any and all loss, liability, or damage ('including payment of reasonable attorneys fees) which the Client may incur by reason of the negligence or misconduct of PHPA, its employees or agents in the administration of the Plan and the provision of services hereunder. PHPA reserves the right to subcontract any or all of these services to any subsidiary and/or affiliate of PHPA without notifying the Client. PHPA may subcontract with any other parties by giving the Client written notice. -9210 Client Obligations The Client will: Establish and maintain a bank account with sufficient funds to meet the Client's obligation to fimd all Plan Costs. 2. Grant PHPA the right to electronically transfer funds from the designated account to PHPA to cover Plan Costs for: a Service Fees payable under this Agreement which are due monthly in advance and which will be transferred by PHPA on or about the first business day of each month. b. Premiums due to Client's insurer (if any) where billing is administered by PHPA which are due monthly in advance and which will be transferred by PHPA on or about the first business day of each month. C. Capitation Payments are due monthly, in advance or in arrears based on the underlying provider arrangement, and which will be transferred by PHPA on or about the first business day of each month. d. Claim payments issued to providers in accordance with the terms of each Benefit Program in the Plan which are due weekly and which will be transferred by PHPA on or about the first business day of each week for the prior week's total issued claims under all Benefit Programs. 3. Grant PHPA the right to aggregate Plan claim payments with other payments to medical providers and to make such payments in draft, check, or electronic form. 4. Obtain legal counsel to provide advice to the Client as to his liability under the Plan, to defend lawsuits regarding benefits provided under the PLAN, or his duties under the law. PHPA only provides administrative services and does not provide legal advice or services to the Client. 5. Be responsible for any action taken by PUPA at the Client's request. 6. Provide PHPA with timely written notice of rules, interpretations, procedures, or changes in the Plan terns. Provide final determination on all disputed claims. Be responsible for all language contained in the Plan Document(s), Summary Plan Description(s), anuendments to either text, and any employee communique which is related to the plan teens or plan business, and will provide PHPA with copies of all such document(s) on a timely basis. All government reporting and disclosure requirements with regard to the Plan are Client's responsibility. PHPA may rely on information provided by Client in this regard and is not required to verify the accuracy of such information. 8. Provide fiill enrollment information for each Covered Person under any Benefit Program in the Plan and any changes to this information as the changes occur. 7 -9210 9. Treat all Plan payments, reimbursement arrangements, and medical provider information as confidential and will not release information to other parties in other than an aggregate form except as required by law. 10. The Client agrees to indemnify and hold PHPA harrnless against any and all loss, liability, or damage (including payment of reasonable attorneys fees) which PHPA may incur by reason of failure of the Client or its employees or agents to abide by the Plan teens or this Agreement, to administer Plan funds in a prudent or proper manner, for any misconduct on the part of the Client or its employees or agents, for disputes arising out of partial payment or denial of a claim by either the Client or PIHPA or for action taken by PHPA at the direction of the Client. -9210 General Provisions 1. The Client must make all records and files pertaining to the Plan available to PHPA for inspection upon reasonable request during normal business hours. 2. PHPA is not in the insurance business and none of its charges can be considered to be premium. Notwithstanding the above, if it is determined by a regulatory or taxing authority either by legislation, regulation, or judicial decisions, that premium taxes, other taxes, or fees, including HMO or insurance guarantee fund contributions are due and payable for any charges associated with any Benefit Program, the Client shall pay to PHPA all amounts levied including, but not limited to, interest and penalties within thirty (30) days of receiving written notice from PHPA 3. If a dispute exists between PHPA and the regulatory authority over whether the tax or fee is payable, PHPA shall hold the amounts collected from the Client in an escrow account until the dispute is resolved. Any amounts held in escrow not necessary for the payment of the tax or fee shall be returned to the Client with interest accrued at a rate determined by PHPA 4. If the amount collected from the Client or held in escrow does not satisfy the full payment of the tax or fee, including any interest or penalties that may be assessed, the Client shall remit this difference to PHPA within thirty (30) days upon receiving written notice from PHPA. 5. The Client's liability in regard to these taxes, fees, and associated payments shall survive the termination of this Agreement. 6. Failure to enforce any provision of this Agreement does not affect the rights of the parties to enforce such provision in another circumstance. Neither does it affect the rights of the parties to enforce any other provision of the Agreement at any time. 7. If any provision of this Agreement is determined to be unenforceable or invalid, such determination will not affect the validity of the other provisions contained in the Agreement. 8. This Agreement may be changed at any time by written amendment, provided such amendment is agreed to and signed by duly authorized representatives both PHPA and the Client. 9 -9210