HomeMy WebLinkAbout496904 UMR INC - CONTRACT - RFP - 7241 BENEFITS - MEDICAL (3)ADMINISTRATIVE SERVICES AGREEMENT
CITY OF FORT COLLINS
215 NORTH MASON STREET
FORT COLLINS, CO 80524
MEDICAL PLAN: 7670-00-411027
investigation, the identified Claims are either paid in accordance with the Plan, or are
denied for such reasons as are uncovered by the Special Investigation Unit.
6.2.4 Overpayments: UMR will be responsible for recovery costs and reimbursement of any
unrecovered overpayment to the extent the overpayment was due to UMR's failure to
satisfy the Standard of Care in the performance of its duties under this Agreement. In the
event an overpayment is made, UMR or its affiliated company(s) shall make an attempt
to recover payments over one hundred dollars ($100) by sending an initial request letter
to the provider and/or Covered Person requesting repayment. This will be followed by a
second letter and a phone call as needed. In the event the above recovery attempts are
unsuccessful, the Employer will receive written communication outlining the legal
recovery processes that are available through UMR's affiliated company(s). The legal
recovery processes include two options that the Employer can consider: (1) a legal
recovery (collections) service, and (2) outside legal counsel who could file suit on behalf
of the Plan to recover the overpayment. Based upon the written direction of the
Employer, UMR will either direct its affiliated company(s) to pursue the overpayment
through its legal recovery (collections) process, forward the overpayment file to outside
legal counsel to file suit in a court of competent jurisdiction, or close the overpayment file
and take no further action. If Employer wants to utilize its own legal counsel for recovery
purposes, UMR will provide applicable information to Employer's designee, subject to
HIPAA privacy regulations.
If the Employer approves sending an overpayment file to the legal recovery (collections)
process and/or to outside legal counsel for litigation, the Employer will be responsible for
paying the applicable commission for legal services, except as otherwise stated above in
this provision.
Other third party recovery efforts: UMR has a contract with AIM Healthcare Services, Inc.
("AIM") a cost containment recovery vendor that routinely reviews credit balances,
primarily at large hospitals and providers of service throughout the United States. AIM
works with the hospital/provider to identify the credit amount and Plan to which the credit
belongs. The applicable credit, less recovery fee, is forwarded to the Employer.
6.2.5 Claim Reprocessing: At times, the Employer may request that UMR reprocess certain
Claims. If the Claim is being reprocessed in connection with an error made by UMR,
there will be no fee to the Employer for such reprocessing. In the event, however, that
certain Claims need to be reprocessed as a result of retroactive benefit or eligibility
changes that the Employer made or in connection with other action by the Employer, its
employees or agents, then a Claims reprocessing fee will be charged to the Employer as
stated on the Fee Schedule. A claim reprocessing fee will also be charged to the
Employer if the Employer contracts directly with a provider network and that provider
network gives UMR incorrect or late fee or other provider information that necessitates
adjustment of Claims.
6.2.6 Claims Run -Out Services: UMR agrees that it will use commercially reasonable efforts
to process all Claims received up to the date of termination of this Agreement. Any
unprocessed Claims received near the end of this Agreement or following termination of
this Agreement will be denied, unless Employer requests claims run -out services at a
mutually agreed upon fee prior to the termination of this Agreement. In the event that
Claims are denied following termination of this Agreement, UMR will send an Explanation
of Benefits to the Covered Person, and a Remittance Advice will be sent to the provider
notifying them that the Claim cannot be processed following termination of this
Agreement.
6.2.7 Cost Reduction and Savings Program. UMR agrees to provide various cost reduction
services on behalf of Employer, aimed at generating savings on Claims when the primary
network is not utilized. Programs may include but are not limited to, obtaining discounts
through travel and secondary networks, fee negotiation with providers, as well as other
methods used to determine billing appropriateness and reasonable and customary
amounts. In exchange for this service, UMR will retain a percentage of savings as stated
on the Fee Schedule.
6.3 Medical Management Services: UMR will provide the following services for the fee as stated on
the attached Fee Schedule:
6.3.1 Case Management: UMR agrees to provide individual case management services to
Covered Persons who meet the criteria for case management which includes complex
treatment plans, Catastrophic Events, trauma, transplant and chronic illness. Case
Managers work with the Covered Person and the Covered Person's physician to assist
with coordinating care, utilizing in -network services when available (if applicable), and
helping to ensure that effective and appropriate treatment is provided. In the event that
Medicare is the primary payer for a Covered Person's Claims, these services will be
provided after Medicare funds have been exhausted.
6.3.2 Utilization Management: UMR will examine medical services for appropriateness prior
to the services actually being provided. Independent medical reviews that are initiated as
part of a care management function are included in the Utilization Management/Case
Management fee shown on the Fee Schedule. UMR will conduct utilization management
services in agreed upon areas to the extent it is required in the Employer's Summary
Plan Description. UMR will provide ongoing reviews for both in -network and out -of -
network facilities to determine appropriateness of care, assess discharge needs, and
refer to case management as applicable to promote positive patient outcomes. In the
event that Medicare is the primary payer for a Covered Person's Claims, these services
will be provided after Medicare funds have been exhausted.
6.3.3 Nurse Case Managers: UMR uses nurse case managers to conduct utilization review
and case management services. Most registered nurses are also certified case
managers, including many nurses with specialty certifications in such areas as
transplants, diabetes education, behavioral health, and other relevant fields. Clinical
support for the nurses is provided by UMR's internal medical directors and external
clinical advisors. UMR also has a specialty behavioral health team that provides
utilization management and case management services according to the Plan design.
6.3.4 Maternity Management: UMR will provide Covered Persons who are pregnant with a
prenatal education program. Through an assessment with the Covered Person, high -risk
pregnancies will be identified and case management will be offered. Obstetrical nurses
will provide trimester and post-partum education and assessments to all Covered
Persons who are pregnant, along with a toll free number for any pregnancy -related
questions.
6.3.5 Disease Management: UMR's Disease Management Program works with Covered
Persons who have chronic health conditions including asthma, chronic obstructive
pulmonary disease, congestive heart failure, coronary artery disease, diabetes,
hypertension and depression. Certified Chronic Care Professionals work with the
Covered Person and family members to improve the management of their conditions.
UMR will provide the Employer with information on the participation, clinical and financial
outcomes of the interventions. UMR reserves the right to modify the type of chronic
health conditions that are targeted, subject to prior written notice to the Employer.
The disease management program includes the issuance of targeted member messaging
(TMM's) to identified Covered Persons. Targeted messages are mailed directly to
Covered Persons to provide health and medical information that may prompt action
and/or promote behavior change.
6.3.6 NurseLine: UMR provides Covered Persons with access to health information that
allows Covered Persons to make good health and lifestyle choices. Online information is
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available via UMR's web site. Covered Persons can use direct links to a number of
health information sites that UMR selected for quality, scope, workability and visual
appeal. The web site also includes a health risk assessment and view information on
topics such as specific conditions, medications, first aid and self -care, wellness, research
news, and the quality of health care in the area where the Covered Person lives.
Covered Persons can access articles written by UMR's health professionals on general
health and wellness topics. 24 hour toll free telephone access to a registered nurse is
provided by UMR to Covered Persons on a daily basis. NurseLine gives Covered
Persons access to registered nurses so they may receive guidance and support when
making decisions about their health and/or the health of their covered dependents. The
service is offered in partnership with OptumHealth�,M.
6.3.7 It is understood and agreed that the medical management services provided by UMR do
not in any way constitute the practice of medicine.
6.4 Customer Service: UMR shall provide customer service to Covered Persons including assisting
Covered Persons with routine questions concerning Covered Services, Claims status, appeals
procedures, access to provider network(s), if applicable, and other Plan -related customer service
functions. UMR shall provide a toll -free number for customer service calls Monday through
Friday during mutually agreed upon hours. Online services are available seven days a week, 24
hours a day.
6.5 HIPAA Certificates of Creditable Coverage (COC): UMR agrees to provide a Certificate of
Creditable Coverage to Covered Persons as required by HIPAA, for the fee as stated on the Fee
Schedule.
6.6 Identification Cards: UMR will provide standard ID cards (including replacement cards) for each
employee who is covered under the Employer's Plan, and such ID cards will include information
applicable to covered dependents. The Employer may, at its option, order customized ID cards
for employees. If the Employer elects to provide customized ID cards, the Employer agrees that
it will be responsible for the additional cost of such 1D cards.
6.7 New York Surcharge Services: It is understood that the Employer is solely responsible for
completing necessary New York Surcharge election forms and responding to inquiries regarding
the election. Upon acceptance from the New York Public Goods Pool, UMR agrees to compile
and forward to the State of New York, an electronic report that shows the liability that the
Employer has for covered lives, patient services and total amount due from the Employer. The
report is compiled on a monthly or annual basis in accordance with the requirements of the State
of New York for the Employer. UMR agrees to file the report and send the applicable payment to
the State of New York via a draw from the Employer's bank account. In the event that a Claim is
adjusted after the New York Surcharge fee has been paid and the adjustment affects how much
the provider actually receives, UMR will make an adjustment on a future report to the State. As
consideration for such services, Employer agrees to pay UMR the fee as set forth on the attached
Fee Schedule.
6.8 Massachusetts Surcharge Services: It is understood that the State of Massachusetts requires
medical plans to pay a surcharge when Covered Persons receive medical care in the State of
Massachusetts. As part of the base medical fee, UMR agrees to calculate the amount of
surcharge payments due from the Plan, and will draw the applicable amount from the Employer's
bank account. UMR will then send a check to the State of Massachusetts on behalf of the
Employer.
6.9 Maine Surcharge Services: It is understood that the State of Maine has enacted a tax or
surcharge that must be paid when Covered Persons who reside in the State of Maine receive
medical or pharmacy services in the State of Maine. The tax is also imposed on dental services if
those services are paid from the Employer's medical Plan. As part of the base medical fee, UMR
agrees to calculate the amount of surcharge payments due to the State of Maine, and will draw
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the applicable amount from the Employer's bank account. UMR will then send a check to the
State of Maine for the applicable amount due.
6.10 Other Surcharges: Employer will remain responsible for state surcharges, assessments or
similar taxes imposed by governmental entities or agencies on the Plan. UMR agrees to submit
applicable payments to the State on behalf of Employer, and the amount due to the State will be
withdrawn from Employer's claims bank account.
6.11 Reports: As part of the base service fee, UMR will provide the Employer with the following
reports:
• Monthly financial reports.
• Monthly cash disbursement reports via UMR's web based check register.
• Ad -hoc reports that the Employer requests are available up to the maximum number of hours
listed on the attached Fee Schedule.
• An annual report that the Employer can use to complete the 5500 form or 990 form, including
such details as plan period, plan type, beginning and ending employee enrollment counts,
revenue, and commission information.
Additional Online Services:
UMR will provide the Employer with the following encrypted online service that is compliant with
HIPAA privacy and security regulations:
• Eligibility and Benefits Inquiry: Online eligibility inquiry provides the Employer with such
information as the Covered Person's group name, employee name, identification number,
date of birth, address, effective date and termination date. Online benefit inquiry provides
specific benefit information for each Covered Person such as provider network, description of
benefits under the Plan, out-of-pocket maximums and other details that pertain to the Plan.
• Claims Inquiry: Covered employees can review the status of their own Claims online after
they register online and obtain a unique ID and password to ensure privacy. Online Claims
inquiry by the Employer is also available, however, the Employer is responsible for ensuring
that its employees comply with HIPAA privacy regulations.
• Monthly Online Reports: The online system provides Employer with monthly reports
containing Plan performance details. The Employer can also use online data to develop ad -
hoc queries such as census information, claim activity and large claim detail.
• Banking: The Employer has online access to the check register and can search for
disbursement information at the transaction level. This could include transaction amounts by
type and date, or transaction amounts at the check level (check number, date, payee, amount
or check requisition number).
• ID Cards: The Employer and covered employee can order replacement or additional ID
cards online.
• Pharmacy Services (OptumRx): The Employer and Covered Persons can obtain
information on preferred product listings, participating pharmacies, claim reimbursement
form, and quarterly newsletters.
• Thomson Reuters' Medstat Advantage Suite®: An interactive web -based application that
provides the Employer with access to up to 24 months of clinically augmented claims and
eligibility data in order to analyze Plan performance and identify cost trends. This strategic
decision -making tool helps the Employer understand the Plan's financial performance and
claim utilization patterns. Employer agrees that UMR is authorized to release claims data to
Medstat on behalf of the Employer and in compliance with HIPAA privacy and security
regulations, for purposes of providing this service.
If additional (Ad -Hoc) reports are needed by the Employer, or customization of the reports is
requested, UMR will charge an additional fee for such agreed upon services.
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6.12 Transition to new TPA: UMR will cooperate with the Employer's transition to a new Third Party
Administrator upon termination of this Agreement and will provide cancellation reports to the
Employer upon request. Employer can obtain a list of the available cancellation reports and
applicable fees from the Strategic Account Executive.
6.13 Stop Loss: In the event that Employer has obtained stop loss insurance coverage for funding
Plan benefits in excess of certain specified individual and aggregate limits, UMR will use
commercially reasonable efforts to identify, track and file all specific stop loss insurance Claims
with the stop loss carrier, on behalf of the Employer. The Employer, however, is responsible for
providing UMR with a copy of the stop loss policy by the effective date of this Agreement or as
soon thereafter as reasonably possible, if UMR did not place the Employer's stop loss coverage
with the carrier. Employer shall be responsible for payment of the premium for the stop loss
insurance.
If Employer has aggregate stop loss coverage, UMR agrees to notify the stop loss carrier of any
potential Claims that exceed the stop loss policy's attachment point, based on preliminary
diagnosis or dollar amount of Claims or claim estimates that meet or exceed applicable
thresholds. It is understood that UMR shall not be required to process Claims for Covered
Services other than in the order that Claims are received, and no priority will be given to Claims
merely because the stop loss year is coming to a close. In no event shall UMR have any liability
for coverage decisions taken or any omissions by any stop loss insurance carrier, and UMR shall
not be held liable for any Claims not covered by the stop loss carrier even if such Claims were
paid by the Plan. It is understood that UMR cannot represent or warrant a carrier's stop loss
coverage or any terms of a carrier's stop loss coverage.
6.14 Interruption by Disasters: UMR will take commercially reasonable steps to prevent and recover
from disruptive events that are beyond its control, and represents that it has in place a disaster
recovery plan in an extent reasonably adequate for a business of the size and complexity of
UMR.
6.15 Medicare Reporting: UMR agrees to provide the Centers for Medicare and Medicaid Services
(CMS) with a quarterly eligibility file that contains Social Security numbers and other information
on Covered Persons and the Employer, as required by the Medicare Secondary Payer Mandatory
Reporting Provisions in Section 111 of the Medicare, Medicaid and SCH1P Extension Act of 2007.
Employer agrees to timely provide UMR with all reasonable data that UMR requests, and in an
agreed upon format, to enable both parties to comply with the reporting requirements. To the
extent noncompliance penalties result from Employer's actions or inactions, UMR shall not be
responsible for the penalties.
Section 7 - Claims Appeal Services
UMR will provide Claims appeal services in compliance with the Department of Health and Human
Services regulations, provided that UMR has received the applicable Summary Plan Description from the
Employer prior to receiving the appeal. Covered Persons who receive an Adverse Benefit Determination
can file an appeal with UMR within the timelines established in the Employers Summary Plan
Description. It is understood that UMR will provide one appeal level for Claims that it has processed. In
addition, and if applicable to Employer's Plan, UMR agrees to send a voluntary appeal to an external
vendor for review in compliance with health care reform regulations. Any additional appeal options will be
the sole responsibility of the Employer. It is understood that UMR is not responsible for handling appeals
on claim -related decisions that were originally made by another vendor of the Employer's.
Section 8 - Independent Consulting Organizations
8.1 UMR utilizes certain independent organizations for consultation review when needed to
determine the medical status of an individual. UMR selects independent consultants prudently
based on quality of the reviews, availability of specialists, timeliness of reviews, and fees
associated with those reviews. UMR makes every effort to utilize independent consultants who
are URAC accredited and who charge no more than market rates for the reviews. The
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independent consultants used will have appropriate training and experience in the field of
medicine involved in the medical judgment.
8.2 It is understood that UMR may send a Claim to an independent consultant under any of the
following circumstances:
• During an initial Claim review, when there is insufficient information in a Covered Person's
medical record to make a decision regarding the Claim, or if there is a question regarding the
experimental/investigational nature of a procedure.
• When a Claim was denied based on medical necessity, medical judgment or
experimental/investigational reasons, and the denied Claim is later appealed, or as otherwise
required by Department of Health and Human Services regulations.
8.3 In the event that UMR incurs charges from an independent consulting organization to determine
the medical status of an individual as outlined above, the Employer understands and agrees that
the cost of such independent consulting services shall be the responsibility of the Employer
except to the extent covered through the Utilization Management provision in this Agreement. It
is also understood that the cost of each review may vary based on the medical issues being
reviewed.
Section 9 - Summary Plan Description (SPD)
9.1 UMR shall provide a Summary Plan Description Shell to the Employer, if requested, that can be
used as a starting point to develop a final document that reflects the Employer's intended benefit
design. It is understood that UMR will make reasonable efforts to update its Shell as is needed to
maintain compliance with federal regulations, however compliance with applicable laws and
regulations is the responsibility of the Employer. The Employer is responsible for ensuring that
any changes it makes to UMR's Shell will be in compliance with federal and other applicable
laws. Employer is solely responsible for the final content of the Summary Plan Description. UMR
shall not have the power or authority to alter, modify, or waive any terms of the Plan.
9.2 The Employer is responsible for incorporating wording in its SPD if the Plan is subject to any state
or international regulations or benefit mandates.
9.3 UMR will provide Employer with an electronic or paper copy of the Summary Plan Description
and one copy of amendments, if any, for each applicable product, and will post the document(s)
on UMR's website if requested. UMR will use its standard format when compiling the documents,
however Employer can request customization of the document at an additional cost.
Customization includes but is not limited to such things as colored covers, binders, different
formats for the SPD and other non-standard formats.
9.4 The Employer understands and agrees that it is responsible for carefully and thoroughly
reviewing the Summary Plan Description proof(s) that UMR sends to the Employer, and after
determining that the document(s) accurately reflect the intent of the Employer, Employer shall
sign and return the Acceptance Page to UMR. The Acceptance Page is a form that the Employer
must sign after reviewing the Summary Plan Description proof, confirming that the proof
accurately reflects the intent of the Employer. UMR agrees to prepare a final Summary Plan
Description following receipt of the signed Acceptance Page from the Employer.
9.5 If the Employer's Summary Plan Description is not finalized and approved by Employer before
UMR begins administering the Plan(s), UMR is not responsible for any conflicts that may occur if
changes are made by the Employer. This does not apply to amendments that the Employer may
make at a later date to the extent those changes become effective after UMR has been notified of
the change.
9.6 The Employer is responsible for complying with any applicable regulations and timelines
governing distribution of the Summary Plan Description and amendments to Covered Persons,
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and furnishing copies of other plan -related documents to Covered Persons and others as may be
required by law or otherwise.
Section 10 - Subrogation, Reimbursement or Third Party Services
10.1 UMR and its affiliated company agree to provide the Employer with certain administrative
services with respect to the Plan's subrogation provisions. Such services shall include, but not be
limited to: contacting the claimant to determine the applicability of the subrogation provisions;
notifying the claimant or his or her representative of the Plan's subrogation provisions; reserving
any rights the Plan may have to recover under the subrogation provisions; and requesting
repayment under the Plan's subrogation provision.
10.2 In providing the above services, UMR does not represent or guarantee that it will discover or
pursue each and every subrogation opportunity, nor that its attempt at collection will be
successful, however UMR agrees to use commercially reasonable efforts to identify and pursue
potential subrogation Claims that are at or above the dollar threshold mutually agreed to in writing
by the parties.
10.3 If UMR and its affiliated company are unsuccessful in their initial collection attempts, UMR may
engage outside services to assist in the recovery efforts. UMR will manage and oversee these
services and the Employer shall not be responsible for payment for such services except as
provided for in the attached Fee Schedule of this Agreement. In no event is this provision to be
interpreted to imply that UMR is engaged in the practice of providing legal services or offering
legal advice to the Employer.
10.4 UMR shall provide subrogation services on a contingency basis. In the event UMR or its affiliated
company is able to effectuate a recovery, whether in full or in part, UMR shall be entitled to the
subrogation fee as set forth in the attached Fee Schedule of this Agreement.
10.5 In the event that Employer directs UMR to stop working on a particular subrogation Claim
because the Employer wants to handle the subrogation Claim itself or for other reasons not
related to UMR's negligence, UMR retains the right to charge Employer a reasonable fee for
costs incurred prior to receiving such notification from Employer.
10.6 UMR will provide monthly online subrogation reports to the Employer.
10.7 UMR shall have authority to accept settlement on subrogation Claims for less than 100% of the
original claim without seeking prior written approval from the Employer, provided that the original
claim is no more than an amount mutually agreed to in writing by the parties for settlement
authority. Settlements would be considered when there is contributory negligence, medical
causation issues, or limited money.
Section 11 - Limitation of Liability and Indemnification
11.1 Employer Indemnifies UMR: To the extent permitted by law, Employer will indemnify UMR and
hold UMR harmless against any and all losses, liabilities, penalties, fines, costs, damages, and
expenses, that UMR incurs, including reasonable attorneys fees, which arise out of (i) the gross
negligence or willful misconduct of Employer or Employer's vendors, subcontractors or authorized
agents in the performance of their obligations under this Agreement or any other agreements
entered into with such third parties on Employer's behalf (ii) Employer's material breach of this
Agreement, all as determined by a court or other tribunal having jurisdiction of the matter; or (iii)
Employer's breach of any other agreements UMR enters into with such third parties on
Employer's behalf, all as determined by a court or other tribunal having jurisdiction of the matter.
This provision shall survive the termination of this Agreement.
11.2 UMR Indemnifies Employer: UMR will indemnify Employer and hold Employer harmless
against any and all losses, liabilities, penalties, fines, costs, damages, and expenses, that
Employer may incur, including reasonable attorneys fees, which arise out of (i) the negligence or
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willful misconduct of UMR or UMR's vendors in the performance of their obligations under this
Agreement or (ii) UMR's material breach of this Agreement, all as determined by a court or other
tribunal having jurisdiction of the matter. Notwithstanding the foregoing, UMR's obligation to
indemnify Employer for overpayments shall be governed exclusively by Section 6.2.4 of the
Agreement (Overpayments). Notwithstanding the foregoing, Employer will remain responsible for
payment of Covered Services, and UMR's indemnification will not extend to indemnification of
Employer or the Plan against any claims, liabilities, damages, judgments or expenses that
constitute payment of Covered Services. This provision shall survive the termination of this
Agreement,
11.3 Complying with Laws: It is understood that UMR is responsible for complying with laws
applicable to third party administrators, and for having systems in place to comply with other laws
and regulations as described in Employer's Summary Plan Description. It is further understood
that Employer is responsible for complying with applicable state, federal and other laws and
regulations with respect to the Plan. To the extent permitted by law, both parties indemnify and
hold harmless the other party for their non-compliance.
11.4 Loss of Goodwill: Notwithstanding any other provision in this Agreement to the contrary, in no
event shall either party be liable for the loss of goodwill, or for special, indirect, incidental or
consequential damages arising from Employer's receipt or use of services, or UMR's delivery of
services hereunder, regardless of whether such claims arise in tort or in contract. Neither party
may assert any claims against the other party more than three (3) years after the termination of
this Agreement.
11.5 Reliance on Data: UMR is not responsible or liable for any acts or omissions made pursuant to
any direction, consent, or other request reasonably believed by UMR to be genuine and from an
authorized representative of Employer. UMR is not responsible or liable for acts or omissions
made in reliance on erroneous data provided by Employer, its employees or agents, or the failure
of Employer to perform its obligations under this Agreement.
11.6 The Limitation of Liability and Indemnification provisions shall survive the termination of this
Agreement.
Section 12 - Litigation Related to Covered Services
12.1 Litigation Against UMR: In actions against UMR, UMR will select and retain defense counsel to
represent UMR's and the Plan's interest if a demand is asserted, or litigation or administrative
proceedings are begun by a Covered Person or health care provider against UMR, to recover
benefits for Covered Services or otherwise related to UMR's duties under this Agreement.
12.2 Litigation Against Employer: In actions against Employer, Employer will select and retain
defense counsel to represent Employer and the Plan's interest if a demand is asserted, or
litigation or administrative proceedings are begun by a Covered Person or health care provider
against Employer, to recover benefits for Covered Services or otherwise related to Employer's
duties under this Agreement.
12.3 Litigation Against UMR and Employer: In actions against both Employer and UMR, and
provided no conflict of interest arises between the parties, the parties may agree to joint defense
counsel. If the parties do not agree to joint counsel, then each party will select and retain defense
counsel to represent its own interest.
12.4 Litigation Fees and Costs: All reasonable legal fees and costs for the defense related to
Covered Services will be paid by Employer (except as provided in Section 11.2), provided UMR
gives Employer reasonable advance notice of its intent to charge Employer for such fees and
costs, and UMR consults with Employer throughout the case in a manner mutually agreed to by
the parties.
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Section 13 - Mediation
In the event that any dispute, claim, or controversy of any kind or nature relating to this Agreement arises
between the parties, the parties agree to meet and make a good faith effort to resolve the dispute. If the
dispute is not resolved within thirty (30) days after the parties first met to discuss it, and either party
wishes to pursue the dispute further, that party will refer the dispute to non -binding mediation under the
Commercial Mediation Rules of the American Arbitration Association ("AAA"). In no event may the
mediation be initiated more than one year after the date one party first gave written notification of the
dispute to the other party. A single mediator engaged in the practice of law, who is knowledgeable about
employee benefit plan administration, will conduct the mediation under the then current rules of the AAA.
The mediation will be held in a mutually agreeable site. Nothing herein is intended to prevent either party
from seeking any other remedy available at law including seeking redress in a court of competent
jurisdiction. This provision shall survive the termination of this Agreement.
Section 14 - General Provisions and Signatures
14.1 Amendment: This Agreement may be amended only by mutual written agreement by an
authorized officer of each of the parties, except that this Agreement shall automatically be
updated if new federal regulations require modification of one or more of the provisions in this
Agreement. When the Agreement needs to be amended, UMR will send the Employer an
electronic or paper copy of the amendment for review and signature. The authorized officer for
the Employer needs to sign each agreed upon amendment with an original signature or an
original signature stamp, and return two signed paper copies of the entire document to UMR.
The UMR authorized officer will then countersign the amendments with original signature or
original signature stamp, and one original will be returned to the Employer. UMR does not accept
faxed signatures on contractual documents.
14.2 Subcontractors: Employer agrees that UMR can use its affiliates as subcontractors, or other
subcontractors, to perform services under this Agreement. UMR will be responsible for those
services to the same extent that UMR would have been responsible had UMR performed those
services without the use of an affiliate or subcontractor.
14.3 Waiver/Estoppel: Nothing in this Agreement is considered to be waived by any party, unless the
party claiming the waiver receives the waiver in writing. No breach of the Agreement is
considered to be waived unless the non -breaching party waives it in writing. A waiver of one
provision does not constitute a waiver of any other. A failure of either party to enforce at any time
any of the provisions of this Agreement, or to exercise any option which is herein provided in this
Agreement, will in no way be construed to be a waiver of such provision of this Agreement.
14.4 Entire Agreement: This writing, including the body of the Agreement and any addenda attached
hereto, shall constitute the entire Agreement of the parties and no agent or employee of either
party has authority to change this Agreement or waive any of its provisions except as otherwise
expressly provided herein.
14.5 Assignment: Neither party may assign any of its rights or obligations under this Agreement
without the written consent of the other party.
14.6 Headings: The captions and headings throughout this Agreement are for convenience and
reference only, and the words contained therein shall in no way be held or deemed to define,
limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of
any provision, or to the scope or intent, of this Agreement.
14.7 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in
accordance with the laws of the state of Colorado, except as to any applicable federal laws,
without giving effect to the principles of conflicts of law thereof.
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14.8 Savings Clause: Whenever possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision hereof is
held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction,
such provision shall be ineffective only to the extent of such invalidity, illegality or
unenforceability, without invalidating the remainder of this Agreement. If this is not possible, such
provision shall be deemed stricken and deleted from this Agreement, as the case may require,
and this Agreement shall then be construed and enforced to the maximum extent permitted by
law and to achieve the fundamental intent of the parties.
14.9 Counterparts: This Agreement may be executed by the parties hereto in counterparts, and
taken together, such counterparts shall constitute the one and same document.
14.10 Force Majeure: Neither party shall be liable for any delay or non-performance of any covenant
contained herein, nor shall any such delay or non-performance constitute a default hereunder, or
give rise to any liability for damages if such delay or non-performance is caused by an event of
force majeure. As used herein, the term "force majeure" means any act or explosion, action of
the elements, strike or other labor relations problem, restriction or restraint imposed by law, rule
or regulation of any public authority, whether federal, state, or local, and whether civil or military,
act of any military authority, interruption of transportation, facilities or any other cause which is
beyond the reasonable control of such party and which by the exercise of reasonable diligence
such party is unable to prevent. The existence of any event of force majeure shall extend the
term of performance on the part of such party to complete performance in the exercise of
reasonable diligence after the event of force majeure has been removed.
14.11 Change in Law: If any change in law occurs that materially alters the rights or obligations of
either party under this Agreement, the parties shall equitably adjust the terms of this Agreement
to take into account such change in law.
14.12 Use of Name: The parties agree not to use each other's name, logo, service marks, trademarks
or other identifying information without the written permission of the other; provided, however,
Employer grants UMR permission to use Employer's name, logo, service marks, trademarks or
other identifying information to the extent necessary for UMR to carry out its obligations under this
Agreement (e.g. on SPDs and ID cards).
[SEE NEXT PAGE]
17
TABLE OF CONTENTS
Page
Section1 - Definitions.............................................................................................................................1
Section2 - Term and Termination.......................................................................................................22
Section3 - Scope of Relationship........................................................................................................33
Section4 - Service Fees........................................................................................................................44
Section 5 - General Responsibilities of the Employer.......................................................................55
Section 6 - General Responsibilities of UMR......................................................................................7-7
Section7 Claims Appeal Services................................................................................................124-2
Section 8 - Independent Consulting Organizations
...124-2
Section 9 - Summary Plan Description SPD........................................1343
E
Section 10 - Subrogation, Reimbursement or Third Party Services............................................1414
Section 11 - Limitation of Liability and Indemnification................................................................1414
Section 12 - Litigation Related to Covered Services......................................................................1546
Section13 - Mediation.......................................................................................................................1646
Section 14 - General Provisions and Signatures............................................................................1646
-
ADDENDUM#1 FEE SCHEDULE.........................................................................................................1949
ADDENDUM #2 PROVIDER RENTAL NETWORK SERVICES...........................................................222-2
ADDENDUM #3 CUSTODIAL BANKING PROCEDURES...................................................................232-3
ADDENDUM#4 COBRA......................................................................................................................2424
ADDENDUM#5 PHARMACY SERVICES ................................... .........................................................
262-6
ADDENDUM #6 IMPLEMENTATION PERFORMANCE STANDARDS...............................................272-7
ADDENDUM #7 MEDICAL PERFORMANCE STANDARDS...............................................................29"
ADDENDUM #8 NETWORK DISCOUNT GUARANTEE......................................................................3333
ADDENDUM #9 BUSINESS ASSOCIATE AGREEMENT....................................................................3434
14.13 Notices: Any notices, demands, or other communications required under this Agreement will be
in writing and may be provided via electronic means or by United States Postal Service by
certified or registered mail, return receipt requested, postage prepaid, or delivered by a service
that provides written receipt of delivery. All notices will be addressed as follows, or to such other
address as a party may identify in a notice to the other party:
UMR, INC CITY OF FORT COLLINS
JAY ANLIKER Human Resources -Benefits Administrator
11 SCOTT ST STE 100 PO BOX $80
WAUSAU WI 54403-4808 216 N MASON ST
FORT COLLINS CO 80522
IN WITNESS WHEREOF, the parties have signed this Agreement on the dates indicated below.
UMR, Inc.
CITY OF FORT COLLINS
By
Signature
igna ure
d
Jay Anliker
Print Name
Print Name
Title President and CEO
Title-���L�'��2��
Date
Lo
Date
Signed
"L—
Signed
FI
ADDENDUM #1
FEE SCHEDULE
Effective Date: January 1 2012
Product Type: Medical
Plan Number: 7670-00-411027
Service ITEM BASIS
Code
BASE FEE:
0001
Base Medical Service Fee
-1-1-2012 through 12-31-2013
-1-1-2014 through 12-31-2015
ADDITIONAL SERVICE FEES
COBRA Services
0529
Standard COBRA Services
0531
COBRA Administration for Outside carriers
(Delta Dental, VSP Vision & ASI Flex)
Enrollment Services
0500
Conversion Administration
0526
HIPAA - Certificates of Creditable Coverage
ID Card Services
0200
Mail ID Cards to Employee's Home
Banking Services
0306
Custodial Banking Setup
0307
Custodial Banking Maintenance Charges
Reporting/Special Data Services
0417
Custom Ad -Hoc Reports — Request System
0420
Medstat Repo rting/Medstat Advantage
Suite®:(additional fees may apply for history
loads)
1203
New York Surcharge — Filing and Administration
Network/Managed Care
1400
OptumHealth Care Solutions (URN transplant
network — in accordance with terms of URN
agreement with Employer).
1406
Network Access Fees
UnitedHealthcare Options Network
9938
Cost Reduction & Savings Program (CRS)
" PEPM
* PEPM
* PEPM
* PEPM
One Time Set Up fee
Per Month
Per Hour
19
FEE
$15.95
$16.75
$1.05
Included in Service Code 0529
$.50
Included in Base Fee
Included in Base Fee
$1,200
$500
$100/hr after 10 hours per year
Included in Base Fee
No Charge
Cost per transplant basis
* PEPM $11.30
Percent of Savings Retained 30%
Service
ITEM
Code
Medical Management Services
0745
Maternity Management
0744
Utilization Management/Case Management
(Includes Nursel-ine)
0746
Disease Management
0740
Medical Management Bundled Discount
OptumRx Pharmacy Services
1003
Pharmacy Prior Authorization
1006/
Pharmacy Benefit Management- Rebates
1024
1007
1008
1009
1010
1011
1013
1015
BASIS FEE
• PEPM $.65
" PEPM $3.25
" PEPM $3.90
• PEPM - $0.75
Per Review $20
Amount returned to Employer Within 210 days following the
end of each quarter, OptumRx
will return the following
amounts to the Employer:
Incentivized Benefits
Two Tier:
$4.25 per retail Claim.
$15.00 per mail order Claim
OptumRx retains the balance
of rebates for administrative
services.
Electronic Claim Fee Per Electronic Claim $0.00
Paper Claim Fee Per Paper Claim $1.75
Retail Discount Off Average Wholesale Price Brand Claim AWP minus 17.75%
(AWP). Net Effective Generic Claim AWP minus 61%
Mail Order Discount off Average Wholesale Price Brand Claim AWP minus 25%
Net Effective Generic Claim AWP minus 68%
Dispensing Fee Per Retail Claim $1.50
Per Mail Order Claim $0.00
AD t 0 Dis ensing Fee Per Claim $7.50
Compoun a ai p
Specialty Pharmacy Program
— Dispensing Fee
— AWP Discount
1020 Retail 90 - Retail Discount Off Average
Wholesale Price
1021 Retail 90 - Dispensing Fee
1026 National Network — Pre Rollback
Claim Services
0105 Subrogation Services
Per Claim
Per Claim
Brand Claim
Net Effective Generic Claim
Per Retail Brand Claim
Per Retail Generic Claim
PEPM
Percent of Recoveries
retained
20
$2.50
Varies in price by individual
product, generally ranging
from AWP minus 5% to AWP
minus 70% per Claim.
AWP minus 20%
AWP minus 61%
$2.00
$2.00
$0.00
25% of recoveries; or 33% if
handled by outside legal
counsel.
Service
ITEM
BASIS
FEE
Code
0116
Accum Loads from a Vendor
No Charge
0136
Stop Loss Interface Fee
included in Base Fee through
12-31-2015
0140
Claim Reprocessing (in accordance with Claim
Per Claim
$25
Reprocessing provision of Agreement)
2130
Federal External Reviews (health care reform)
Per Review
$500 after five reviews
Miscellaneous Services
9872
Implementation Credit from UMR
One Time Credit
$70,000
*
PEPM — Per Employee Per Month (covered employee)
NOTE: Certain pharmacies may be exempt from the above rates and discounts if they are located in a state that
elects to participate at a state fee schedule rate.
NOTE: UMR agrees to use commercially reasonable efforts to ensure that the Plan remains cost neutral when
Average Wholesale Pricing (AWP) modifications occur, however it is understood that UMR has no control over
changes in federal, state or other applicable law or regulation that requires AWP modifications, or if there is a material
change to the AWP as published by the pricing agency that establishes Average Wholesale Prices.
NOTE: A stop loss interface fee surcharge applies if stop loss coverage is not placed with a UMR preferred market.
Consult your UMR representative for a list of preferred markets.
Note: UMR is providing an implementation credit to Employer as shown in the Fee Schedule above. UMR will apply
the implementation credit to Employer's administrative fee billing until the credit amount is exhausted, starting with
the initial billing.
21
ADDENDUM #2
PROVIDER RENTAL NETWORK SERVICES
Section 1 - Definitions
1.A "Preferred or Participating Provider" means any Provider who is licensed to provide health or
dental care services, as applicable, and has contracted with the PPO network to provide services
to Covered Persons at discounted rates.
1.6 "Preferred Provider Organization (PPO)" means a mode of health care delivery whereby a
sponsoring group negotiates price discounts with Providers.
1.0 "Provider" means physicians, hospitals, and any other Providers of health care or other allied or
related products or services.
1.1) "Rental Network (Network)" means a sponsoring group that contracts with Providers under a PPO
arrangement.
Section 2 — General Responsibilities of Employer and UMR
2.A UMR will contract with Provider Rental Networks on behalf of the Employer, as listed on the Fee
Schedule, and will make Employer aware of applicable Network rules for the Preferred Provider
Organization (PPO). UMR makes no representations or warranties regarding the continued
availability to the Plan or Covered Person of any particular Provider.
2.13 Employer agrees to provide the necessary benefit plan steerage to in -network providers as
required to access the Provider Network(s). In exchange, Network Providers have agreed to
discounts, per diems, fee schedules or contracted fees for all covered services provided. It is
agreed however that Covered Persons utilizing the PPO Network(s) will remain free to choose
any Provider in or out of the Network, subject to provisions of the Employer's Summary Plan
Description.
2.0 As compensation for the Provider Rental Network services, Employer agrees to pay UMR a
monthly access fee as set forth in the attached Fee Schedule. UMR will, in turn, send the
appropriate access fee to the Rental Network.
2.113 Employer agrees to have sufficient funds in the established bank account to enable UMR to make
timely payments to Providers for Covered Services under the Plan.
2.E It is understood that the Rental Network is solely responsible for contracting with Providers and
for credentialing or determining their suitability to be a Provider.
22
ADDENDUM #3
CUSTODIAL BANKING PROCEDURES
Employer agrees to comply with the custodial banking procedures set forth herein. Such procedures may
be amended by UMR upon thirty (30) days prior written notice to the Employer.
1. Employer agrees to pay UMR a security deposit. The initial estimate of such security deposit is
$600,000.00. UMR reserves the right to require adjustments of the security deposit based on actual
average disbursement activity. The security deposit is to cover periodic fluctuations in Claim
activity and must remain in the account as long as UMR continues to issue checks against the
account.
2. Authorization to release payments drawn on the Employer's custodial account will be provided by
UMR once Employer's funding obligations have been met. It is understood and agreed that UMR is
solely the claims paying agent for the Employer.
3. UMR offers various frequencies (check holds) for the printing and release of checks. The check
hold on a custodial account must have a month end clear. A month end clear means any checks
held in queue at the end of the month will be printed and released on the last working day of the
month.
4. UMR will provide weekly reports regarding cash disbursements to the Employer via E-mail.
5. On behalf of Employer, UMR will initiate weekly reimbursement of Employer's account via ACH
debit.
6. The security deposit shall cover periodic fluctuations in disbursement activity. In the event
Employer's account balance falls below fifty percent (50%) of the security deposit amount, UMR
reserves the right to either initiate an ACH for disbursements not funded or UMR will contact the
Employer and request that the Employer wire transfer needed funds to its bank account for this
product.
7. In the event the account balance falls below twenty five percent (25%) of the security deposit, UMR
reserves the right to suspend payment of Claims under the Employer's Plan(s). Payment of such
Claims will be restored when UMR has been reimbursed for all outstanding disbursements and the
security deposit has been restored.
8. In the event the disbursement activity creates a deficit in the account, UMR will immediately notify
the Employer. A same day wire deposit to the Employer's account will be made to fund all unpaid
Claims and to restore the security deposit amount. Employer agrees to pay overdraft charges,
when applicable, related to the maintenance of the custodial account.
9. UMR will provide monthly reconciliation reports to the Employer.
23
ADDENDUM #4
COBRA
Plans:
The following Plans administered by UMR are covered by this COBRA Addendum:
Medical Plan — 7670-00-411027
UMR also agrees to provide COBRA services for the following outside carriers: Delta Dental for dental
services, VSP for vision services and ASI for flexible spending services.
Section 1 - Definitions
1.A "COBRA" shall mean the federal Consolidated Omnibus Budget Reconciliation Act of 1985, and
all rules and regulations promulgated thereunder.
1.13 "COBRA Enrollee" shall mean those Qualified Beneficiaries who have elected to receive
continuation coverage.
1.0 "Qualified Beneficiary" shall mean Employer's eligible employees and their eligible dependents,
as defined in COBRA and as determined by Employer.
1.D "Qualifying Event shall mean an event triggering the right of COBRA continuation of coverage as
required and defined under the Consolidated Omnibus Budget Reconciliation Act of 1985 and all
rules and regulations promulgated thereunder.
Section 2 - General Responsibilities of the Employer
2.A Employer shall be responsible for the administration of COBRA, except to the extent expressly
delegated to UMR through this Addendum.
2.13 Employer is responsible for providing UMR with COBRA premium information and due dates at
least two weeks prior to the effective date of the change, and for complying with the COBRA
regulations governing the 12-month determination period.
2.0 Employer shall determine if a Qualifying Event occurs and such determination shall be binding
upon UMR. Within thirty (30) calendar days following notification of the Qualifying Event,
Employer shall notify UMR of the Qualifying Event by either submitting a completed COBRA
Action Form, or submitting information via the COBRA Online Web Notification system, or by
utilizing another format that is mutually agreed upon.
2.13 Employer is fully and solely responsible for ensuring that its insurance policies or contracts with
outside carriers are in compliance with COBRA regulations. Employer is also responsible for
notifying the outside carriers that all COBRA election forms and premium payments will be sent
directly to UMR. Employer is responsible for ensuring that its outside carriers agree that COBRA
elections and payments will be considered timely if the election forms and monthly premiums are
received by UMR or postmarked by the due date or within the thirty (30) day grace period.
Section 3 - General Responsibilities of UMR
3.A Upon notification from Employer of a Qualifying Event via the COBRA Action form or another
acceptable means of written communication, UMR shall send a letter to the Qualified
Beneficiaries advising them of their rights to continue coverage under federal COBRA. Such
letter shall include an appropriate enrollment form and payment information.
24
3.13 Upon receipt of a completed enrollment form and appropriate payment, UMR shall send a letter of
confirmation to the COBRA Enrollee acknowledging such receipt.
3.0 UMR shall collect COBRA monthly payments from Enrollees and provide Employer with a
monthly accounting of payments. All such payments shall be retained by UMR until the month
end and then shall be returned to Employer in a mutually agreed upon manner.
3.D In the event that a COBRA Enrollee's coverage terminates prior to the end of the maximum
COBRA coverage period, UMR shall provide the COBRA Enrollee with a written notice of early
termination in accordance with applicable federal COBRA regulations.
3.E UMR agrees to send a Notice of Unavailability to a Qualified Beneficiary if it is determined by the
Employer or UMR that the Qualified Beneficiary is not entitled to COBRA coverage in accordance
with applicable federal COBRA regulations. Employer agrees to notify UMR in a timely manner if
Employer determines or has reason to believe that the Qualified Beneficiary is not entitled to
COBRA.
3.F UMR agrees to provide certain federal COBRA services for Qualified Beneficiaries who are
enrolled in a benefit plan with an outside carrier. Upon notification from the Employer that a
qualifying event has occurred, UMR shall send a letter to the Qualified Beneficiaries advising
them of their rights to continue coverage under federal COBRA. Such letter shall include an
appropriate enrollment form and payment information. UMR assumes no liability for meeting
state insurance regulations for the outside carriers or Employer. The outside carriers that the
Employer contracts with are fully and solely responsible for meeting all applicable insurance
regulations. UMR will consider a Qualified Beneficiary's election and payments to be timely if the
election form and monthly payments are received by UMR or postmarked by the due date or
within the thirty day grace period. UMR assumes no liability if the outside carrier doesn't consider
these timely, or if there are conflicts with the insurance policy.
25
ADDENDUM #5
PHARMACY SERVICES
Responsibilities of OptumRx as the pharmacy benefits manager ("PBM").
1. PBM will accept and process Claims submitted by network pharmacies in the HIPAA designated
standard format, or any other designated standard as required by law (or as otherwise permitted
under the network provider agreement).
2. PBM shall accept and process Claims submitted by Covered Persons when such Covered Person
submits Claims properly completed on a PBM standard paper claim form, together with proper
proof of payment.
3. PBM uses criteria for its Quantity Limit Program that is developed by its National Pharmacy and
Therapeutics' Committee. PBM will receive and review requests from the Employer and/or
Covered Persons for exceptions based on this criteria. Employer will at all times retain the right to
override the PBM recommendation, at which time the override will be entered into the system by
PBM to allow coverage for the product and quantity requested.
4. PBM will receive and review requests from Employer and/or Covered Persons for exceptions on
quantity limit override based on the criteria determined by the Pharmacy & Therapeutic Committee.
5. PBM will provide customer service assistance to Employer with regard to Employer's pharmacy
benefits programs. Such assistance will include, but not be limited to, access to a call center for
Covered Persons, providers and pharmacies to contact PBM with any questions or comments
regarding the pharmacy benefit program.
6. PBM agrees to provide Employer with a standard reporting package.
7. Both parties understand that if pharmacy Claims are paid for a Covered Person prior to being
notified by the Employer that the Covered Person has been terminated, PBM will be under no
obligation to recover payments made prior to said notification.
8. PBM will provide claims appeal services for Covered Persons who request a review of an Adverse
Benefit Determination on pharmacy Claims, as mutually agreed to by the parties.
9. PBM uses commercially reasonable efforts to not reimburse Covered Persons for prescription
drugs purchased outside of the United States, with the exception of prescription drugs purchased
for emergency purposes. An exception may also be made for Covered Persons who are covered
by a United States health Plan, but who are living abroad.
10. PBM agrees to share rebates with the Employer to the extent stated on the Fee Schedule. In the
event, however, that Employer terminates services with PBM prior to the Renewal Date of this
Agreement, PBM will retain any portion of unpaid rebates.
ADDENDUM #6
IMPLEMENTATION PERFORMANCE STANDARDS
This Addendum, which is attached to and incorporated in the Administrative Services Agreement
(Agreement), by and between UMR and CITY OF FORT COLLINS (Employer), will apply to
implementation services provided by UMR as of January 1, 2012, subject to all provisions of this
Addendum and the Administrative Services Agreement.
Service Fee Credit:
UMR hereby agrees that it shall provide to the Employer a service fee credit as herein described,
provided that the following conditions are met:
• The Administrative Services Agreement has been signed by UMR and the Employer; and
• The Employer has met the requirements as listed under the Contingency Responsibilities of
Employer section for each guarantee; and
• The Employer's administrative service fees have been paid to UMR when due.
2. Implementation Guarantees:
a) ID Cards Mailed to Employees/Retiree Homes: UMR agrees to mail ID cards to
covered employees/retirees no later than December 30, 2011, provided the following
contingency dates are met by the Employer.
Contingency Responsibilities of Employer: Employer agrees to submit the following
material to UMR by the due date as listed below:
• By September 15, 2011, Employer will submit benefits in the form of Summary Plan
Descriptions and/or Plan Documents, including all changes identified for the effective
date; and
• By October 13, 2011, Employer agrees to submit an approved account structure
document; and
• By October 26, 2011, Employer agrees to submit a complete, accurate, and timely
electronic enrollment test file; and
• By November 22, 2011, Employer agrees to submit a complete, accurate and timely
electronic enrollment production file.
Financial Risk: UMR agrees to put two percent (2%) of the first year annual base
medical service fee at risk if the above guarantee is not met, subject to the provisions of
the Administrative Services Agreement and this Addendum.
b) Begin Processing Medical Claims: UMR agrees to have procedures and systems in
place to begin processing medical claims no later than January 23, 2012 (January 5,
2012 if accumulator files or other information from the prior administrator are not
required) provided the following contingency dates are met by the Employer.
Contingency Responsibilities of Employer: Employer agrees to submit the following
material to UMR by the due date as listed below:
• By September 15, 2011, Employer will submit benefits in the form of Summary Plan
Descriptions and/or Plan Documents, including all changes identified for the effective
date; and
• By September 30, 2011, Employer agrees to submit all network provisions, provider
demographics, fee schedules, contracts and other related network details to UMR;
and
27
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is entered into by and between UMR, Inc. ("UMR")
and CITY OF FORT COLLINS, ("Employer"). The main body of this Agreement pertains to all products
that are covered under this Agreement unless otherwise stated. Addendums are attached to this
Agreement and incorporated herein, to set forth any unique product issues.
RECITALS
WHEREAS, the Employer has established one or more self -funded employee benefit plans for certain
employees of the Employer and for certain dependents of such employees ("Covered Persons"); and
WHEREAS, UMR is in the business of providing third party administrative services in conjunction with
self -funded employee benefit plans; and
WHEREAS, the Employer has requested that UMR provide certain administrative services in connection
with the operation and administration of such Plan(s), and UMR is willing to provide such services in
accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties intending to be legally bound hereby agree as follows:
Section 1 - Definitions.
Defined terms may be used in the singular or plural.
1.1 "Adverse Benefit Determination" means a denial, reduction or termination of a service, or a failure
to provide or make payment, in whole or in part, for a Covered Service. This also includes any
such denial, reduction, termination or failure to provide or make payment that is based on a
determination that the Covered Person is no longer eligible to participate in the Plan. If
applicable to the Plan, an Adverse Benefit Determination may also include the rescission of a
person's eligibility for the Plan, whether or not there is an adverse effect on a particular Covered
Service at the time.
1.2 "Catastrophic Event" means a high -risk or high cost event including a diagnosis such as serious
head injury, multiple trauma, cancer, organ transplant, cardiovascular. disease, stroke, severe
burn, spinal cord injury, prematurity in an infant, or high risk pregnancy.
1.3 "Certificate of Creditable Coverage" means the certificate as defined by and containing the
information required by HIPAA.
1.4 "Chronic Care Professional" means a designation that UMR's disease management registered
nurses attain following successful completion of the required interdisciplinary studies including
psychology, social sciences, and community resources in addition to the medical expertise
necessary to effectively coach individuals with chronic care issues.
1.5 "Claim" means every written or electronic request received by UMR for the payment of Covered
Services under the applicable Plan.
1.6 "Covered Person" means all eligible employees and others who are covered under the applicable
Plan.
1.7 "Covered Services" means any amount payable under the terms and conditions of the Plan, and
as stated in the Summary Plan Description.
1.8 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, current
amendments, and all rules and regulations promulgated thereunder.
• By October 13, 2011, Employer agrees to submit an approved account structure
document, approved installation documents and all other information requested to
complete plan set up; and
• By November 3, 2011, Employer agrees to submit a complete test file of all
accumulators to be transferred after the effective date in the agreed upon layout (if
accumulators are required); and
• By November 22, 2011, Employer agrees to submit complete, accurate and timely
electronic enrollment production file; and
• By January 5, 2012, Employer agrees to submit a production file of all accumulators
to be transferred, in the agreed upon layout (if accumulators are required); and
• By December 2, 2011, Employer agrees to submit Bank Account set-up information;
and by December 22, 2011, Employer agrees to submit the imprest deposit amount
to UMR.
Financial Risk: UMR agrees to put two percent (2%) of the first year annual base
medical service fee at risk if the above guarantee is not met, subject to the provisions of
the Administrative Services Agreement and this Addendum.
c) Electronic SPD Sent to Employer: UMR agrees to provide an electronic file of the
standard Summary Plan Descriptions (SPDs) to the Employer no later than December
30, 2011, provided the following contingency dates are met by the Employer.
Contingency Responsibilities of Employer: Employer agrees to submit the following
material to UMR by the due date as listed below:
• By September 15, 2011, Employer will submit benefits in the form of Summary Plan
Descriptions and/or Plan Documents, including all changes identified for the effective
date; and
• By October 13, 2011, Employer agrees to submit an approved account structure
document and all approved claim installation documents; and
• By December 2, 2011, Employer agrees to submit final approved Plan Document;
and
• By December 15, 2011, Employer agrees to submit final approved Summary Plan
Description (SPD).
Financial Risk: UMR agrees to put two percent (2%) of the first year annual base
medical service fee at risk if the above guarantee is not met, subject to the provisions of
the Administrative Services Agreement and this Addendum.
3. Interruption By Disasters
In the event that the operations of UMR's facilities, or any substantial portion thereof, are
interrupted by war, fire, insurrection, labor disputes, riots, earthquakes, acts of God, or, without
limiting the foregoing, any other cause beyond the control of UMR, the provisions of this
Addendum (or such portions hereof as UMR is hereby rendered incapable of performing) may be
suspended for the duration of such interruption.
4. Maximum Aggregate Credit:
The maximum aggregate credit available to the Employer for all implementation standards set
forth in this Addendum shall be five percent (5%) of the first year annual base medical service fee
payable to UMR.
28
ADDENDUM V
MEDICAL PERFORMANCE STANDARDS
This Addendum, which is attached to and incorporated in the Administrative Services Agreement
(Agreement), by and between UMR, Inc. ("UMR") and CITY OF FORT COLLINS (Employer), will apply to
all medical Claims processed by UMR on or after April 1, 2012 (three months after the effective date of
Agreement), subject to all provisions of this Addendum and the Administrative Services Agreement.
The first year of the performance standards will run for a nine -month period, and will apply to all medical
Claims processed by UMR from April 1, 2012 through December 31, 2012. Thereafter, the performance
standards shall be based on medical Claims processed during the 12-month Plan year period.
Performance Audit
UMR shall conduct monthly self -audits of each of the performance standards listed in this
Addendum. UMR's audit must encompass a statistically valid random stratified sampling of items
selected. The audit shall be completed and the results presented in writing to the Employer within
thirty (30) days following the period to which the audit pertains. Although self -audits shall be
monthly, the cumulative plan year results thereof shall be the basis on which any fee adjustments
are made. If the Employer conducts an outside audit of UMR's performance, the outside audit
results will be used to calculate any service fee adjustment that may be necessary provided the
outside audit is conducted in a method consistent with generally practiced rules of statistical
sampling and review. This includes, but is not limited to, selection of a statistically valid random
stratified sampling of claims.
Service Fee Credit
UMR hereby agrees that it shall provide to the Employer a service fee credit (or if the Agreement
has or will terminate prior to the Employer's recovery of such credit, UMR shall refund such amount
to the Employer) for each deviation from the performance guaranteed herein (as defined below).
Such service fee credit will be granted for deviations identified by an audit performed in accordance
with Section I of this Addendum. Such credit will be made provided that the Administrative Services
Agreement has been signed by the Employer and received by UMR prior to the audit period that is
being used to calculate the fee credit, subject to the following conditions: In the event that UMR
does not meet certain performance guarantees due to the actions or inactions of the Employer, its
employees or agents, UMR shall not be liable for that performance guarantee and the Employer
shall not be entitled to the applicable service fee credit. Performance guarantees shall not be
applicable to, and no penalties related to such guarantees shall accrue or be incurred during any
time period for which the Employer's service fees or other fees become past due as per the
Agreement, or if insufficient funds are in the Employer's bank account to pay Claims.
UMR will provide the Employer with monthly updates on its performance for the standards listed
below. It is understood, however, that any credits to the Employer will be based on the cumulative
plan year results of UMR and will be calculated in accordance with the provisions described in this
Addendum. Reconciliation of any credits due will be processed within ninety (90) days following the
end of each plan year, to the extent reasonably possible.
III. Medical Claims Performance Standards
The parties agree to the following minimum performance standards. Should plan enrollment
decrease by more than 15% at any time, UMR must be notified and performance standards as
stated must be re -negotiated. Certain performance standards will be measured based on a
"department result." This means that results for that particular performance standard will be based
29
on the average results for all of UMR's medical plan customers rather than only on the Employer's
results.
A. Financial Accuracy
Financial accuracy will be calculated by dividing the total audited benefit dollars paid correctly
by the total audited benefit dollars processed. If there is an ambiguity in the Plan, such Claim
shall be considered as accurately paid if the payment amount was determined in accordance
with the instructions of the Employer.
UMR agrees that Claim payments, on an aggregated dollar basis, shall be ninety-nine
percent (99%) accurate to the plan of benefits. If, however, the financial accuracy falls below
the agreed upon level, UMR will give the Employer a credit as stated on the table below.
UMR's Performance
Credit to Employer
99.0% or higher
0%
98.5% to 98.9%
1 % of base medical service fee
98.0% to 98.4%
2% of base medical service fee
Less than 98.0%
3% of base medical service fee
B. Claim Procedural Accuracy
The Claim Procedural Accuracy percentage is calculated by dividing the number of services
not containing procedural errors in the audit period by the number of services audited during
the same period.
UMR agrees that the Claim Procedural Accuracy will be maintained at a level of ninety-five
percent (95%). If the Claim Procedural Accuracy falls below the agreed upon level, UMR will
give the Employer a credit as stated on the table below.
UMR's Performance
I Credit to Employer
95.0% or higher
00/.
94.5% to 94.9%
1 % of base medical service fee
93.0% to 94.4%
2% of base medical service fee
Less than 93.0%
3% of base medical service fee
C. Claim Payment Accuracy
Claim Payment Accuracy is defined as the frequency of correct payments. Claim Payment
Accuracy is calculated by dividing the total number of services not containing payment errors
in the audit period by the total number of services audited in that same period.
UMR agrees that Claim Payment Accuracy will be maintained at a level of ninety-eight
percent (98%). If, however, the Claim Payment Accuracy falls below the agreed upon level,
UMR will give the Employer a credit as stated on the table below.
UMR's Performance
Credit to Employer
98.0% or higher
0%
97.0% to 97.9%
1 % of base medical service fee
95.0% to 96.9%
2% of base medical service fee
Less than 95.0%
3% of base medical service fee
D. Turnaround Time
UMR agrees that ninety percent (90%) of all Claims will be processed within 10 business
days from the date that UMR receives all information necessary to adjudicate the Claim.
Claims will be considered "processed" when UMR has released the Claim for payment, denial
or request for additional information. UMR's performance will be documented by claim
turnaround reports that are claim system generated. In the event that UMR's turnaround time
falls below the agreed upon level, UMR will give the Employer a credit as stated on the table
below.
UMR's Performance
Credit to Employer
90.0% or hi her
0%
85.0% to 89.9%
1 % of base medical service fee
80.0% to 84.9%
2% of base medical service fee
Less than 80.0%
3% of base medical service fee
E. Customer Service: UMR agrees that the following levels of customer service will be
maintained. These areas are measured based on department results.
EA Average Speed to Answer Phone Calls
On average, calls will be answered in thirty (30) seconds or less. If calls are answered in
more than thirty (30) seconds, UMR will give the Employer a credit as stated on the table
below.
UMR's Performance
Credit to Employer
30 seconds or less average
0%
31 to 45 seconds average
1 % of base medical service fee
46 seconds or higher average
2% of base medical service fee
E.2 Abandonment Rate
It is anticipated that on average, three percent (3%) of calls will be abandoned. If more than
the agreed upon level of calls are abandoned, UMR will give the Employer a credit as stated
on the table below.
UMR's Performance
Credit to Employer
3.0% or less average
0%
3.1 % to 4.0% average
1 % of base medical service fee
More than 4.0% average
2% of base medical service fee
E.3 Customer Satisfaction Surveys
Ninety percent (90%) or more of survey respondents will indicate "very satisfied, somewhat
satisfied or satisfied" on a UMR standard Customer Service Questionnaire.
If, however, the results of the Customer Service Questionnaire are less than the agreed upon
level, and UMR has received a statistically valid number of completed surveys back, UMR
agrees to give the Employer a credit as stated on the table below.
UMR's Performance
Credit to Employer
90.0% or higher
0%
85.0% to 89.9%
1 % of base medical service fee
Less than 85.0%
2% of base medical service fee
31
IV. Interruption By Disasters
In the event that the operations of UMR's facilities, or any substantial portion thereof, are
interrupted by war, fire, insurrection, labor disputes, riots, earthquakes, acts of God, or, without
limiting the foregoing, any other cause beyond the control of UMR, the provisions of this Addendum
(or such portions hereof as UMR is hereby rendered incapable of performing) may be suspended
for the duration of such interruption.
V. Maximum Aggregate Credit:
The maximum aggregate credit available to the Employer per year for all performance standards
set forth in this Addendum shall be ten percent (10%) of the base medical service fees payable to
UMR for the plan year audited, provided that these performance standards are in effect for the
entire plan year.
In the event that the performance standards are in effect for less than a 12-month period during any
given year, the maximum aggregate credit available for that year shall be limited to the above
percentage of base medical service fees that are payable to UMR for the period of time covered by
these performance standards for that year.
The base medical service fees do not include any optional or additional service fees.
32
ADDENDUM #8
NETWORK DISCOUNT GUARANTEE
UMR will guarantee a discount for Employer's Non -Medicare PPO members for claims incurred from
January, 2012 through December, 2012 and paid through March, 2013. Any penalty due shall be based
on the year-end results according to the table below.
The In -Network Discount Percentage is calculated by dividing total In -Network Discount Dollars by Total
In -Network Eligible Charges.
• Total In -Network Discount Dollars include participating provider contracted discounts only and does
not include any savings from medical management, care avoided savings, duplicate charges or any
other ineligible savings.
• Total In -Network Eligible Charges will be participating provider eligible charges minus commercial
and Medicare coordination of benefits Claims for participating providers.
In -Network Discount Percenta a
Penalty Paid by UMR to Employer
29.7% up to 35.6%
Risk Free Corridor: No Penalty
28.7% up to 29.6%
$1.00 PEPM
27.7% up to 28.6%
$2.00 PEPM
26.7% up to 27.6%
$3.00 PEPM
25.7% up to 26.6%
$4.00 PEPM
25.6% or less
$5.00 PEPM
UMR reserves the right to revise or revoke the discount guarantees should there be a significant change
in this employee distribution (plus or minus 10% change in enrollment overall from the proposed
employee count of 1,392, or in any of the large markets identified in the employee distribution worksheet,
or if the initial enrollment with UMR is less than 1,250 employees).
The above network discount percentages are based on the current distribution percentage of in -network
employees by market and assumes total replacement with the following PPO network offering:
United Healthcare Options PPO.
If, at the end of the guarantee period, the In -Network Discount Percentage is below the Risk Free
Corridor, UMR agrees to pay Employer the applicable penalty listed in the above schedule.
33
ADDENDUM #9
BUSINESS ASSOCIATE AGREEMENT
THIS BUSINESS ASSOCIATE AGREEMENT ("BA Agreement") is incorporated into and made part of the
Administrative Services Agreement ("Agreement") by and between UMR, Inc. on behalf of itself and its
Affiliates ("Business Associate") and CITY OF FORT COLLINS ("Covered Entity") (each a "Party" and
collectively the "Parties"), and is effective on January 1, 2012. This BA Agreement replaces the terms of any
previous business associate agreement between the Parties.
The Parties hereby agree as follows:
DEFINITIONS
1.1 Unless otherwise specified in this BA Agreement, all capitalized terms used in this BA
Agreement not otherwise defined in this BA Agreement or otherwise in the Agreement have
the meanings established for purposes of the Health Insurance Portability and
Accountability Act of 1996 and its implementing regulations (collectively, "HIPAA") and
ARRA, as each is amended from time to time. Capitalized terms used in this BA Agreement
that are not otherwise defined in this BA Agreement and that are defined in the Agreement
shall have the respective meanings assigned to them in the Agreement. To the extent a
term is defined in both the Agreement and in this BA Agreement, HIPAA or ARRA, the
definition in this BA Agreement, HIPAA or ARRA shall govern.
1.2 "Affiliate", for purposes of this BA Agreement, shall mean any entity that is a subsidiary of
UnitedHealth Group.
1.3 "ARRA" shall mean the Health Information Technology for Economic and Clinical Health
Act provisions of the American Recovery and Reinvestment Act of 2009, 42 U.S.C.
§§17921-17954, and any and all references in this BA Agreement to sections of ARRA
shall be deemed to include all associated existing and future implementing regulations,
when and as each is effective.
1.4 "Breach" shall mean the acquisition, access, use or disclosure of PHI in a manner not
permitted by the Privacy Rule that compromises the security or privacy of the PHI as
defined, and subject to the exceptions set forth, in 45 C.F.R. 164.402.
1.5 Compliance Date" shall mean, in each case, the date by which compliance is required
under the referenced provision of ARRA and/or its implementing regulations, as
applicable; provided that, in any case for which that date occurs prior to the effective date
of this BA Agreement, the Compliance Date shall mean that Effective Date of this BA
Agreement.
1.6 "Electronic Protected Health Information" ("ePHI") shall mean PHI as defined in Section 1.7
that is transmitted or maintained in electronic media.
1.7 "PHI" shall mean Protected Health Information, as defined in 45 C.F.R. 160.103, and is
limited to the Protected Health Information received from, or received or created on behalf
of, Covered Entity by Business Associate pursuant to the performance of the Services.
1.8 "Privacy Rule" shall mean the federal privacy regulations issued pursuant to the Health
Insurance Portability and Accountability Act of 1996, as amended from time to time, codified
at 45 C.F.R. Parts 160 and 164 (Subparts A & E).
1.9 "Security Rule" shall mean the federal security regulations issued pursuant to the Health
Insurance Portability and Accountability Act of 1996, as amended from time to time, codified
at 45 C.F.R. Parts 160 and 164 (Subparts A & C).
34
1.10 "Services" shall mean, to the extent and only to the extent they involve the creation, use or
disclosure of PHI, the services provided by Business Associate to Covered Entity under the
Agreement, including those set forth in this BA Agreement in Sections 4.3 through 4.7, as
amended by written agreement of the Parties from time to time.
RESPONSIBILITIES OF BUSINESS ASSOCIATE
With regard to its use and/or disclosure of PHI, Business Associate agrees to:
2.1 use and/or disclose PHI only as necessary to provide the Services, as permitted or required
by this BA Agreement and/or the Agreement, and in compliance with each applicable
requirement of 45 C.F.R. 164.504(e) or as otherwise Required by Law.
2.2 implement and use appropriate administrative, physical and technical safeguards to (i)
prevent use or disclosure of PHI other than as permitted or required by this BA
Agreement; (ii) reasonably and appropriately protect the confidentiality, integrity, and
availability of the ePHI that Business Associate creates, receives, maintains, or transmits
on behalf of the Covered Entity; and (iii) as of the Compliance Date of 42 U.S.C. § 17931,
comply with the Security Rule requirements set forth in 45 C.F.R. §§ 164.308, 164.310,
164.312, and 164.316.
2.3 without unreasonable delay, report to Covered Entity (i) any use or disclosure of PHI, of
which it becomes aware, that is not provided for by this BA Agreement; and/or (ii) any
Security Incident of which Business Associate becomes aware in accordance with
45 C.F.R. 164.314(a)(2)(i)(C).
2.4 with respect to any use or disclosure of Unsecured PHI not permitted by the Privacy Rule
that is caused solely by Business Associate's failure to comply with one or more of its
obligations under this BA Agreement, Covered Entity hereby delegates to Business
Associate the responsibility for determining when any such incident is a Breach and for
providing all legally required notifications to Individuals, HHS and/or the media, on behalf
of Covered Entity. Business Associate shall provide these notifications in accordance
with the data breach notification requirements set forth in 42 U.S.C. §17932 and
45 C.F.R. Parts 160 & 164 subparts A, D & E as of their respective Compliance Dates,
and shall pay for the reasonable and actual costs associated with such notifications. In
the event of a Breach, without unreasonable delay, and in any event no later than sixty
(60) calendar days after Discovery, Business Associate shall provide Covered Entity with
written notification that includes a description of the Breach, a list of Individuals (unless
Covered Entity is an employer ineligible to receive PHI) and a copy of the template
notification letter to be sent to Individuals.
2.5 require all of its subcontractors and agents that create, receive, maintain, or transmit PHI
to agree, in writing, to the same restrictions and conditions on the use and/or disclosure
of PHi that apply to Business Associate; including but not limited to the extent that
Business Associate provides ePHI to a subcontractor or agent, it shall require the
subcontractor or agent to implement reasonable and appropriate safeguards to protect
the ePHI consistent with the requirements of this BA Agreement.
2.6 make available its internal practices, books, and records relating to the use and
disclosure of PHI to the Secretary of Health and Human Services for purposes of
determining Covered Entity's compliance with the Privacy Rule.
2.7 document, and within thirty (30) days after receiving a written request from Covered
Entity or an Individual, make available directly to an Individual, an accounting of
disclosures of PHI about the Individual, in accordance with 45 C.F.R. 164.528.
35
2.8 notwithstanding Section 2.7, in the event that Business Associate in connection with the
Services uses or maintains an Electronic Health Record of PHI of or about an Individual,
then Business Associate shall when and as reasonably directed by Covered Entity or an
Individual, make an accounting of disclosures of PHI directly to an Individual within thirty
(30) days after receiving a written request, in accordance with the requirements for
accounting for disclosures made through an Electronic Health Record in 42 U.S.C.
§ 17935(c), as of its Compliance Date.
2.9 provide access, within thirty (30) days after receiving a written request from Covered
Entity or an Individual, to PHI in a Designated Record Set about an Individual, directly to
the Individual, in accordance with the requirements of 45 C.F.R. 164.524.
2.10 notwithstanding Section 2.9, in the event that Business Associate in connection with the
Services uses or maintains an Electronic Health Record of PHI of or about an Individual,
then Business Associate shall provide an electronic copy of the PHI, within thirty (30)
days after receiving a written request, directly to an Individual or a third party designated
by the Individual, ail in accordance with 42 U.S.C. § 17935(e) as of its Compliance Date.
2.11 to the extent that the PHI in Business Associate's possession constitutes a Designated
Record Set, make available, within thirty (30) days after a written request by Covered
Entity or an Individual, PHI for amendment and incorporate any amendments to the PHI,
as directed by Covered Entity or an Individual, all in accordance with 45 C.F.R. §
164.526.
2.12 request, use and/or disclose only the minimum amount of PHI necessary to accomplish
the purpose of the request, use or disclosure; provided, that Business Associate shall
comply with 42 U.S.C. § 17935(b) as of its Compliance Date.
2.13 accommodate reasonable requests by Individuals for confidential communications in
accordance with 45 C.F.R. 164.522(b) of the Privacy Rule.
2.14 not directly or indirectly receive remuneration in exchange for any PHI as prohibited by
42 U.S.C. § 17935(d) as of its Compliance Date.
2.15 not make or cause to be made any communication about a product or service that is
prohibited by 42 U.S.C. § 17936(a) as of its Compliance Date.
2.16 not make or cause to be made any written fundraising communication that is prohibited
by 42 U.S.C. § 17936(b) as of its Compliance Date.
RESPONSIBILITIES OF COVERED ENTITY
In addition to any other obligations set forth in the Agreement, including in this BA Agreement,
Covered Entity:
3.1 represents that it has ensured, and has received certification from Employer, that
Employer has taken the appropriate steps in accordance with 45 C.F.R. 164.504(f)
and 45 C.F.R. 164.314(b) to enable Business Associate on behalf of Covered Entity
to disclose PHI to Employer, including but not limited to amending its Plan
documents to incorporate, and agreeing to, the requirements set forth in 45 C.F.R.
164.504(f)(2) and 45 C.F.R. 164.314(b). Covered Entity shall ensure that only
employees authorized under 45 C.F.R. 164.504(f) shall have access to the PHI
disclosed by Business Associate to Employer.
3.2 will not, without Business Associate's prior written consent, agree to an Individual's
request for a restriction pursuant to 45 C.F.R. § 164.522(a) or include any restriction
in Covered Entity's notice of privacy practices under 45 C.F.R. 164.520, to the
C
extent such restriction may adversely affect Business Associate's ability to use
and/or disclose PHI as permitted or required under this BA Agreement.
3.3 will provide, or direct its other business associates to provide, to Business Associate
only the minimum PHI necessary to accomplish the Services.
3.4 shall be responsible for using, or directing its other business associates to use,
administrative, physical and technical safeguards at all times to maintain and
ensure the confidentiality, privacy and security of PHI transmitted to Business
Associate pursuant to the Agreement, including this BA Agreement, in
accordance with the standards and requirements of HIPAA, until such PHI is
received by Business Associate.
3.5 shall obtain any consent or authorization that may be required by applicable
federal or state laws and regulations prior to furnishing, or directing any of its
other business associates to furnish, the PHI to Business Associate.
PERMITTED USES AND DISCLOSURES OF PHI
Unless otherwise limited herein, in addition to any other uses and/or disclosures permitted or
required by this BA Agreement or the Agreement, Business Associate may:
4.1 make any and all uses and disclosures of PHI necessary to provide the Services to
Covered Entity.
4.2 use and disclose to subcontractors and agents the PHI in its possession for its proper
management and administration or to carry out the legal responsibilities of Business
Associate, provided that any third party to which Business Associates discloses PHI for
those purposes provides written assurances in advance that: (i) the information will be
held confidentially and used or further disclosed only as Required by Law; (ii) the
information will be used only for the purpose for which it was disclosed to the third party;
and (iii) the third party promptly will notify Business Associate of any instances of which it
becomes aware in which the confidentiality of the information has been breached.
4.3 de -identify any and all PHI obtained by Business Associate under this BA Agreement,
which de -identified information does not constitute PHI, is not subject to this BA
Agreement and may be used and disclosed on Business Associate's own behalf, all in
accordance with the de -identification requirements of the Privacy Rule.
4.4 provide Data Aggregation Services relating to the Health Care Operations of the Covered
Entity, including through subcontractors and agents, all in accordance with the Privacy
Rule.
4.5 identify Research projects conducted by Business Associate, its Affiliates or third parties
for which PHI may be relevant; obtain on behalf of Covered Entity documentation of
individual authorizations or an Institutional Review Board or privacy board waiver that
meets the requirements of 45 C.F.R. 164.512(i)(1) (each an "Authorization"
or "Waiver") related to such projects; provide Covered Entity with copies of such
Authorizations or Waivers, subject to confidentiality obligations ("Required
Documentation"); and disclose PHI for such Research provided that Business
Associate does not receive Covered Entity's disapproval in writing within ten (10) days of
Covered Entity's receipt of Required Documentation.
4.6 make PHI available for reviews preparatory to Research and obtain and maintain written
representations in accord with 45 C.F.R. 164.512(i)(1)(ii) that the requested PHI is sought
solely as necessary to prepare a Research protocol or for similar purposes preparatory to
Research, that the PHI is necessary for the Research, and that no PHI will be removed in
the course of the review.
M
1.9 "Independent Contractor" means one who renders service in the course of self employment or
occupation, pursuant to Internal Revenue Code.
1.10 "Internal Revenue Code" means the Internal Revenue Code of 1986 as amended and any
successor thereto.
1.11 "Plan" means the self -funded benefit plan(s) sponsored by the Employer for Covered Persons.
1.12 "Protected Health Information" or "PHI" shall mean Protected Health Information, as defined in 45
C.F.R. 160.103, and is limited to the Protected Health Information received from, or received or
created on behalf of, Covered Entity by Business Associate pursuant to the performance of the
services under this Agreement.
1.13 "Shell" means the written document in draft form that UMR can make available to Employer, if so
requested, for Employer to use as a starting point when preparing the Employer's Summary Plan
Description or other plan documents.
1.14 "Standard of Care" means that in providing all services set forth in this Agreement, UMR shall use
the care, skill, prudence and diligence under the circumstances then prevailing that a reasonably
prudent claims administrator acting in a like capacity and familiar with such matters would use.
Without limiting the foregoing, UMR agrees that UMR has not satisfied the Standard of Care if
UMR determines that benefits are payable in a manner that is not consistent with the terms of the
SPD in UMR's possession or the eligibility information provided by Employer to UMR in
accordance with this Agreement unless UMR's decision is based on inaccurate billing information
provided by a provider or some other third party or the negligent acts of the Employer, a member
or some other third party.
1.15 "Summary Plan Description (SPD)" means a written document that provides information
regarding the terms of the Employer sponsored benefit Plan for Covered Persons.
1.16 "URAC" means the Utilization Review Accreditation Commission. URAC is a health accreditation
agency that promotes health care quality through its certification and accreditation programs.
Section 2 -Term and Termination
2.1 This Agreement shall be effective January 1, 2012, and shall continue in effect for twelve
consecutive months from the effective date. This Agreement shall automatically renew each year
thereafter ("Renewal Date") for successive one-year terms, unless terminated as hereinafter
provided.
2.2 UMR may terminate this Agreement or certain services under this Agreement by giving written
notice thereof to the Employer at least ninety (90) calendar days prior to the Renewal Date of this
Agreement. The Employer may terminate this Agreement or certain services under this
Agreement by giving written notice thereof to UMR at least thirty (30) calendar days prior to the
Renewal Date. The decision to terminate this Agreement can be rescinded by mutual written
agreement of both parties.
2.3 In the event of a material breach of a party's obligations under this Agreement (other than a
breach relating to payment of Covered Services or payment of service fees), the non -breaching
party shall give the breaching party written notice of any breach in accordance with the Notice
provision of this Agreement, and allow breaching party thirty (30) calendar days to cure said
breach from the date of said notice. In the event the breaching party fails to cure the breach
within the thirty (30) calendar day period, this Agreement may be terminated by the non -
breaching party at the expiration of such thirty (30) day period upon written notice.
2.4 This Agreement may be automatically terminated by UMR as provided below, by providing written
notice to Employer in the event that:
2
4.7 use the PHI to create a Limited Data Set ("LDS") in compliance with 45 C.F.R.
164.514(e).
4.8 use and disclose the LDS referenced in Section 4.7 solely for Research, Health Care
Operations, or Public Health purposes; provided that, Business Associate shall (1) not
use or further disclose the information other than as permitted by this Section 4.8 or as
otherwise Required by Law; (2) use appropriate safeguards to prevent use or disclosure
of the information other than as provided for by this Section 4.8; (3) report to Covered
Entity any use or disclosure of the information not provided for by this Section 4.8 of
which Business Associate becomes aware; (4) ensure that any agents or subcontractors
to whom Business Associate provides the LDS agrees to the same restrictions and
conditions that apply to Business Associate with respect to such information; and (5) not
identify the information or contact the individuals.
5. TERMINATION AND COOPERATION
5.1 Term. The Term of this BA Agreement shall be effective as of the Effective Date, and
shall terminate upon the final expiration or termination of the Agreement unless earlier
terminated in accordance with Section 5.2 of this BA Agreement.
5.2 Termination. If either Party knows of a pattern of activity or practice of the other Party
that constitutes a material breach or violation of this BA Agreement then the
non -breaching Party shall provide written notice of the breach or violation to the other
Party that specifies the nature of the breach or violation. The breaching Party must cure
the breach or end the violation on or before sixty (60) days after receipt of the written
notice. In the absence of a cure reasonably satisfactory to the non -breaching Party
within the specified timeframe, or in the event the breach is reasonably incapable of cure,
then the non -breaching Party may do the following:
(i) if feasible, terminate the Agreement, including this BA Agreement; or
(ii) if termination of the Agreement is infeasible, report the issue to HHS.
5.3 Effect of Termination or Expiration. Within sixty (60) days after the termination or
expiration of the Agreement and/or this BA Agreement, Business Associate shall return
or destroy all PHI, if feasible to do so, including all PHI in possession of Business
Associate's agents or subcontractors. If Business Associate determines that return or
destruction of the PHI is not feasible, Business Associate may retain the PHI subject to
this Section 5.3. Under any circumstances, Business Associate shall extend any and all
protections, limitations and restrictions contained in this BA Agreement to Business
Associate's use and/or disclosure of any PHI retained after the expiration or termination
of the Agreement and/or this BA Agreement, and shall limit any further uses and/or
disclosures solely to the purposes that make return or destruction of the PHI infeasible.
5.4 Cooperation. Each Party shall cooperate in good faith in all respects with the other Party
in connection with any request by a federal or state governmental authority for additional
information and documents or any governmental investigation, complaint, action or other
inquiry.
6. MISCELLANEOUS
6.1 Contradictory Terms: Construction of Terms. Any other provision of the Agreement that
is directly contradictory to one or more terms of this BA Agreement ("Contradictory
Term") shall be superseded by the terms of this BA Agreement to the extent and only to
the extent of the contradiction, only for the purpose of Covered Entity's and Business
Associate's compliance with HIPAA and ARRA, and only to the extent reasonably
impossible to comply with both the Contradictory Term and the terms of this BA
38
Agreement. The terms of this BA Agreement to the extent they are unclear shall be
construed to allow for compliance by Covered Entity and Business Associate with HIPAA
and ARRA.
6.2 No Third Party Beneficiaries. Nothing in this BA Agreement shall confer upon any person
other than the Parties and their respective successors or assigns, any rights, remedies,
obligations, or liabilities whatsoever.
6.3 Survival. Sections 4.8, 6.3, 5A, 6.1, 6.2, and 6.3 shall survive the expiration or
termination for any reason of the Agreement and/or of this BA Agreement
6.4 Independent Contractor. Business Associate and Covered Entity are and shall remain
independent contractors throughout the term. Nothing in this BA Agreement or otherwise
in the Agreement shall be construed to constitute Business Associate and Covered Entity
as partners, joint venturers, agents or anything other than independent contractors.
IN WITNESS WHEREOF, the parties have signed this BA Agreement on the dates indicated below
UMR, Inc.
CITY OF FORT COLLINS
By
,
By
Signature
Sign ture
Jay Anliker
II
Print Name
Print Name
Title
President and CEO
Title
�ZJrcn 2 L+C �t JJ�LI (�yr✓r )L
l
Date
Signed
to
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Date
Signed
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c
39
a. All of the Employer's Plans covered under this Agreement are discontinued; or
b. The Employer fails to maintain the bank account as required hereunder or fails to provide
sufficient funds within which to pay Claims under the Plan, after being provided with a
notice of default and fifteen (15) calendar days right to cure; or
C. The Employer fails to pay UMR the service fee as required when due, after being provided
with a notice of default and fifteen (15) calendar days right to cure. If any part of the
service fee is disputed, the Employer shall pay UMR the undisputed portion of the service
fee as provided herein, and shall provide written details to UMR prior to the date payment
of such fee is due, explaining the Employer's good faith basis for disputing such fee. The
Employer may withhold the disputed portion during pendency of such dispute, during which
time both parties agree to use commercially reasonable efforts to resolve the dispute.
2.5 Notwithstanding any other provision of this Agreement, in the event of the filing by or against the
Employer of a petition for relief under the Federal Bankruptcy Code, UMR shall have the right to
suspend the payment of Covered Services unless and until an order is obtained from the
bankruptcy court, in form and substance acceptable to UMR, authorizing such payment, and the
Employer has deposited the funds necessary to pay such Covered Services in full.
2.6 In the event this Agreement is terminated, each party will promptly pay to the other any money
due under this Agreement.
2.7 Any right to recover payment of any amounts due UMR or the Employer under this Agreement
shall survive termination of this Agreement.
Section 3 - Scope of Relationship
3.1 Contract for Services Only: UMR does not represent, nor has it represented, this Agreement to
be an insurance policy or an indemnity agreement. It is the intent of both parties that this
Agreement is a contract for the sale of services only, and not a contract of indemnity or a policy of
insurance.
3.2 Communications: UMR shall be entitled to rely upon any written or oral communication from the
Employer, its designated employees, agents or authorized representatives. UMR shall assign a
Strategic Account Executive to work directly with the Employer on issues related to the Plan and
this Agreement. The Employer shall designate a contact person or persons that UMR can work
with on issues related to the administration of the Plan and this Agreement.
3.3 Independent Contractors: It is understood and agreed that UMR is retained by the Employer
only for the purposes and to the extent set forth in this Agreement, and the relationship of UMR to
Employer for purposes of this Agreement shall be that of an Independent Contractor.
3.4 Liability for Payment of Covered Services: It is understood and agreed that the Employer is
responsible for paying for Covered Services under the Plan and that UMR shall not have any duty
to use any of its funds for the payment of such Covered Services. UMR will have no obligation to
arrange for payment of Covered Services under the Plan if the Employer has not made the
requisite funds available to UMR in accordance with this Agreement.
3.5 Corporate Group Members: Employer acknowledges that UMR is a member of a corporate
group which includes its affiliated companies involved in the following:
• AIM Healthcare Services and Ingenix for the sale of subrogation and overpayment recovery
services;
• OptumRx for the sale of pharmacy benefit management services;
• BP, Inc. for the sale and risk underwriting of a stop loss policy for the purpose of insuring a
portion of the funding risk assumed by Employer under the Plan.
To the extent the Employer chooses to purchase any of the above services from one of the listed
companies, these companies will receive payment to compensate them for performing such
services as stated on the Fee Schedule, elsewhere in this Agreement, or in the stop loss contract.
Part of these fees may include administrative fees or other compensation for UMR in connection
with the provision of such services, or stop loss commissions.
3.6 Disclosure of Third Party Revenue: UMR may receive direct or indirect compensation from
third parties in the course of administering Employer's employee benefit Plan. Sources of third
party compensation may include commissions paid to UMR for the placement of stop loss
policies. Third party compensation may also include interest credits and other forms of
compensation such as reduced banking fees provided by financial institutions to UMR. Payments
and credits may also be generated when UMR receives refund payments from providers, and
deposits these amounts in a bank account while it investigates which customer the refund
belongs to. All third party compensation received is taken into account by UMR when it prices the
administrative fees that it charges Employer for services under this Agreement to the extent
reasonably possible, it being understood that certain compensation relates to UMR's total book of
business rather than to any single customer. UMR agrees to use commercially reasonable efforts
to disclose to Employer any third party revenue directly related to Employer's Plan that UMR
received during the prior twelve (12) month period. Such information will be included in the
annual report that UMR provides the Employer so that the Employer can prepare the Form 5500
report, if applicable.
Section 4 - Service Fees
4.1 Monthly Service Fee: The service fees paid by the Employer pursuant to this Agreement are
intended to compensate UMR for the services specifically enumerated in the body of this
Agreement.
4.2 Due Date: The Employer agrees to pay the service fees to UMR in a timely manner to ensure
that UMR receives the service fees on or before the last day of each calendar month for which
services are being rendered.
4.3 Fee Adjustments: Adjustments to monthly billing statements for retroactive enrollment or
eligibility changes will be performed based on information provided by the Employer to UMR.
Request for fee adjustment must be made in a timely manner but no more than three (3) months
following the date of the change.
4.4 Billing procedures: Employer agrees to pay service fees to UMR based on the monthly invoice
that UMR provides, subject to the Fee Adjustment section of this Agreement. UMR reserves the
right to give the Employer an estimated invoice for the first month following the effective date of
this Agreement.
4.5 Change to Service Fee: UMR reserves the right to change the service fees applicable to this
Agreement every twelve (12) months following the effective date of this Agreement unless
otherwise stated on the attached Fee Schedule, subject to Employer receiving renewal
information from UMR at least ninety (90) calendar days prior to the effective date. The 90-day
notice of fee change does not apply to network access fees or to stop loss rates from the stop
loss vendor if UMR places Employer's stop loss coverage. In the event that Employer needs
more than a 90-day notice of fee changes prior to the renewal date, Employer is responsible for
sending a written request to the UMR Strategic Account Executive at least 45 days prior to the
date Employer needs the renewal information each year. The Strategic Account Executive will
then submit a request for an early renewal to the UMR pricing department. UMR also reserves
the right to change the service fees sooner if additional services are being purchased by the
Employer, or if one of the following conditions occur:
The number of covered employees changes by fifteen percent (15%) or more from the
average number of covered employees upon which the original quotation for this Agreement
or renewal was based; or
• A division, subsidiary, or affiliated company is added to the Plan and that division, subsidiary
or affiliated company requires new procedures, additional programming or implementation
costs from UMR; or
• Changes are made to the Plan(s) which increase the complexity of administering the Plan(s);
or
• Significant regulatory changes are made by the State or Federal government that require new
procedures, additional programming or implementation costs from UMR to provide agreed
upon services under the Agreement.
4.6 In the event Employer has at any time failed to make funds available to pay Claims for Covered
Services or undisputed fees to UMR, UMR shall have the right to offset any unpaid amounts
against any amounts owed to Employer by UMR, or any entity affiliated with UMR.
4.7 It is the intent of both parties to this Agreement that the funds utilized in accordance with this
Agreement are not insurance premiums and shall in no event be construed to be insurance
premiums.
Section 5 - General Responsibilities of the Employer
5.1 Access to Protected Health Information: The Employer agrees to provide UMR with the
names and titles of employees who are designated as individuals who are permitted to access
Protected Health Information, and to notify UMR as soon as reasonably possible when this list of
designated employees changes. It is understood that UMR will not release Protected Health
Information to any employee of the Employer who is not on the Employer's list of designated
employees for Protected Health Information.
5.2 Bank Account: UMR shall establish a special bank account on behalf of the Employer, in the
Employer's name and tax identification number, designated for the purpose of paying Claims for
Covered Services under this Agreement. The custodial account is set up in a manner that offsets
assessment of banking fees for the Employer in lieu of earning interest. It is understood that
UMR is solely the Claims paying agent for the Employer. UMR shall be given the necessary
nonexclusive authority to utilize any funds in said account for payment of Covered Services under
the Plan. UMR shall be responsible for the performance of account reconciliation, The Employer
agrees to follow the Custodial Banking Procedures as attached in the Addendum section of this
Agreement.
5.3 Uncashed Checks: UMR agrees to send search letters to payees of uncashed checks that are
greater than one year old. If the check remains unclaimed after thirty (30) days, the Uncashed
funds are returned to the Employer. Any record keeping, reporting, or payment responsibilities
set forth under any state's unclaimed property law shall be those of the Employer, to the extent
such laws apply. In no event shall UMR become a "holder" of unclaimed property, as defined in
any applicable unclaimed property law, due to the failure of a Covered Person to negotiate any
check issued from the account.
5.4 Control of Plan Assets: In the event that the Plan is found to have Plan assets, the Employer
shall have absolute authority with respect to such Plan assets, and UMR shall neither have nor
be deemed to exercise any discretion, control or authority with respect to the disposition of Plan
assets.
5.5 Covered Service Information: The Employer is responsible for incorporating sufficient Covered
Service and other Plan details into its Summary Plan Description including information on any
applicable federal, state, international and local laws and/or regulations to facilitate proper
administration of the Plan(s) by UMR. Such information should be given to UMR before UMR
begins processing Claims. In the event that the Employer amends or modifies Covered Services,
the effective date of such changes shall be on the date selected by the Employer after notification
to UMR, or the date reasonably possible for UMR to make needed systems or procedural
changes to accommodate the change, whichever is later.
5.6 Enrollment: The Employer agrees to determine eligibility for the Plan(s), and furnish UMR with
such information as may be necessary or reasonably required by UMR to maintain adequate
eligibility of Employer's Covered Persons. Such information must be provided by the Employer in
a timely manner that will allow UMR to provide services in accordance with this Agreement. The
Employer shall submit enrollment data to UMR electronically via the FTP File Transfer with PGP
Encryption method, or by using the Web Based File Exchange method, Internet, diskette, or other l
mutually agreed upon method.
5.7 Establishment of Plan: The Employer shall establish, maintain and appropriately finance the
Plan and shall be solely responsible for the operation and administration of the Plan, except as
expressly delegated to UMR in this Agreement.
5.8 Legal Advice: It is understood and agreed that UMR is not engaged in the practice of rendering
legal advice. If the Employer requires legal or other expert advice, the Employer should consult
its own legal counsel. UMR will provide compliance assistance on applicable federal regulations
to the extent reasonably possible.
5.9 Medicare Coordination of Benefits and Secondary Payer Rules: In the event that Employer
receives correspondence from Medicare relative to a Claim processed by UMR, including but not
limited to a Medicare recovery demand letter or debt recovery letter, Employer is responsible for
sending UMR a copy of all applicable correspondence and letters as soon as reasonably possible
after receiving the documents from Medicare. UMR will use commercially reasonable efforts to
investigate whether the Employer's Plan should have paid the Claim primary to Medicare rather
than secondary, and to respond to the Medicare demand or debt recovery letters. Employer is
responsible for paying applicable interest charges from Medicare, except as stated in the
Limitation of Liability and Indemnification section of the Agreement. Employer is also responsible
for reimbursing Medicare for benefits if it is determined that the Plan should have paid the Claim
primary to Medicare.
5.10 Audit Rights: UMR recognizes that from time to time the Employer may wish to perform (or
have performed) an audit for performance purposes. Assistance for an annual audit will be
provided by UMR at no cost to the Employer as long as the audit is based on a statistically valid
random stratified sampling methodology. Such audit may encompass any relevant information
that the Employer reasonably requires, consistent with professional auditing practices and
procedures applicable to this type of auditing as mutually agreed upon by UMR and the
Employer. The records requested by such auditor will be selected and compiled by UMR in the
manner requested by such auditor, including, without limitation, computer selected random
stratified sampling or specific types of Claims selected through random stratified selection or by
stated dollar amount and/or range. The audit must encompass a statistically valid random
stratified sampling of the Claims processed during no less than the recent six (6) month period
and no more than the recent 18 month period, unless special or severe circumstances exist and
are first agreed to by UMR, such agreement by UMR not to be unreasonably withheld. The
Employer agrees that all audit costs are the sole responsibility of the Employer. Employer further
agrees that any audit firm hired by the Employer will not be compensated based on a percentage
of errors found, percentage of recovery or other similar contingency basis. UMR must be
informed of the audit intent at least thirty (30) calendar days prior to such audit by written notice
and the timing must be mutually agreed upon. UMR will have the opportunity to review a draft
report of the audit and provide responses prior to final issuance.
5.11 Legal Obligations: Employer shall possess ultimate responsibility and authority for the design,
funding and operation of the Plan and for its compliance with applicable laws and regulations,
including the Internal Revenue Code.
N
Section 6 - General Responsibilities of UMR
6.1 Administration of Covered Services: All services to be provided by UMR hereunder shall be
performed pursuant to the provisions of the Employer's Summary Plan Description and
subsequent amendments. UMR shall have systems and procedures in place to comply with
applicable federal laws and regulations.
6.2 Claims Services: UMR agrees to perform the following services with respect to the processing
and payment of Claims under the Plan:
6.2.1 During the term of this Agreement, UMR will process only those Claims which are
incurred on or after the effective date set forth in Section 2.1 of this Agreement.
6.2.2 As part of the base fee, the following general Claims services will be provided:
• UMR will receive and review Claims for Covered Services under the Plan and will use
commercially reasonable efforts, consistent with industry standards, to compute the
Covered Services payable, if any, in accordance with the terms and conditions of the
Plan.
• Correspond with the Covered Persons and providers of services if additional
information is deemed necessary by UMR to complete the processing of Claims.
• Coordinate Covered Services payable under the Plan with other benefit plans, if any,
according to the Coordination of Benefits provision in the Employer's Summary Plan
Description. It is understood, however, that UMR pays Claims for Medicare -eligible
persons as either primary or secondary, based on the determination made by
Medicare.
• Prepare the disbursement checks for the amount of Covered Services determined to
be payable under the Plan. Claims will be paid in the order processed, to the extent
that sufficient funds are available from the Employer's designated bank account.
• Provide an Explanation of Benefits (EOB) notice to Covered Persons each time a
Claim is submitted if the Covered Person has a balance due, or as otherwise
mutually agreed to in writing by the parties. The EOB will explain how much the Plan
has paid towards the Claim, if any, and how much of the Claim is the Covered
Person's responsibility due to cost -sharing obligations, non -covered services,
penalties or other Plan provisions. If a Claim is denied in whole or in part, the EOB
will list the reason(s) for denial of services, and inform the Covered Person of his or
her right to appeal.
• Provide a Remittance Advice (RA) statement to providers of services each time a
Claim is submitted. The RA will explain how much the Plan has paid towards the
Claim, if any, and how much of the Claim is the Covered Person's responsibility,
negotiated rate or other provider discount.
• In the event that the Employer asks UMR to load data from the prior third party
administrator regarding Covered Persons' lifetime maximum data or other benefit
accumulators, UMR will have no obligation to verify the accuracy of such data.
• Foreign service procedures: Covered Persons who receive services in a country
other than the United States will need to pay the Claim upfront and then submit the
Claim to UMR for reimbursement. UMR will reimburse the Covered Person for any
covered amount in U.S. currency. The reimbursed amount will be based on the U.S.
equivalency rate that is in effect on the date the Covered Person paid the Claim, or
on the date of service if paid date is not known.
• UMR agrees to prepare and mail 1099's to providers and other vendors, using UMR's
name and tax identification number.
6.2.3 Fraud Services: UMR's Special Investigation Unit reviews and investigates potentially
fraudulent or inappropriate billings submitted by providers and Covered Persons as a
cost -containment service for Employer. Claims that are identified as potentially
fraudulent or inappropriate are pended in UMR's claims system, and following