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HomeMy WebLinkAboutResolution - 2761 - Contract - ALTA Health Strategies Inc - Group Medical, Life & Dental Insurance - 02_25_1988Resolution #2761 February 25, 1988 Item #40 HW:js RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract by and between the City of Lubbock and ALTA Health Strategies, Inc. for Group Medical, Life and Dental Insurance, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Coun- cil shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 25th ATTEST.: nette\..Boyd, City Secretar "APPROVE TO CONT Gene E ds, urchasing Manager APPROVED AS TO FORM: arold Willard, Assistant City Attorney day of February 1988. 16. C. Mc INN, MAYOR ;.. IfZeSo lu.t ion' ,27fi - ADMINISTRATION CONTRACT I. Alta Administrators, a division of Alta Health Strategies, Inc., a Texas corporation ("Alta"), and The City of Lubbock (the "Plan Sponsor"), hereby agree that Alta shall provide administrative services, as hereinafter provided, for The Ci ty of Lubbock Employee Health Plan (the "Plan"), as follows: 1. Services to be performed.. Alta shall perform for the Plan the administrative services set forth in the Administrative E Services Exhibit which is attached hereto and made a part hereof. The parties intend that Alta shall not be deemed a "fiduciary" for the Plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"). Accord- ingly,the services to be performed by Alta shall be limited to the ministerial services set forth in the Administrative Services Exhibit and the performance by Alta of such services shall be subject in all respects to review by the Plan Sponsor within the framework of policies, interpretations, rules, practices and procedures made or established by the Plan Sponsor. Alta shall have no discretionary authority or control with regard to managing or investing the Plan's assets. 2. Manner of Performance. Alta shall perform the administrative services set forth in the Administrative Services Exhibit in accordance with the terms and conditions of the Plan and within the framework of policies, interpretations, rules, practices and procedures made or established by the Plan Sponsor, provided that such terms and conditions, and framework are consistent and compatible with the description of services set forth in the Administrative Services Exhibit and with all applicable laws or regulations. 3. Facilities and Personnel. Alta shall maintain the facilities and personnel necessary to provide the services to be performed by R under this Contract. 4. Fees. The Plan Sponsor agrees to pay or cause the Plan to pay to Alta for the administrative services provided under this Contract the fees set forth on the Fee Exhibit, which is attached hereto and made a part hereof. 5. Term. The term of this Contract shall be for a period of one year, commencing Apri 1 1 ,-1 AftR and ending March 31. 1989 ,and shall be automatically renewed for successive one-year periods, unless terminated as hereinafter provided. Either party shall have the right to terminate this Contract effective on any anniversary date of this Contract, or, after the first anniversary date of this Contract, effective on the first day of any month, by giving the other party at least 30 days written advance notice of its intent to do so. Upon termination of this Contract, if Alta is to continue processing claims, the Plan Sponsor shall pay to Alta for such services the fees specified in the attached Fee Exhibit. 6. Liabilities' and Obligations. Alta shall have no responsibility, risk, liability or obligation for the funding of the Plan or for any extended liabilities for the Plan whether resulting from the termination of the Plan or from a change to fully or partially insured funding methods. Such responsibility, risk, liability or obligation shall reside solely with the Plan Spon- sor, the Plan participants,' and such other entities as are designated in the Plan. 7. Indemnification. Alta shall indemnify and hold harmless the Plan Sponsor against any expense, loss, claim or judgment, including reasonable attorneys' fees, resulting from the negligent acts or omissions or willful misconduct of Alta. The Plan Sponsor agrees to indemnify and hold harmless Alta against any expense, loss, claim or judgment, includ- ing reasonable attorneys' fees, arising out of or resulting from Alta's performance of its services hereunder where Alta has adhered to the framework of policies, interpretations, rules, practices and procedures made or established by the Plan Sponsor or has otherwise performed its services without negligence or willful misconduct and in accordance with industry practices. City of Lubbock ALTA HEALTH STRAT GI , INC. Plan Sponsor By �✓ B MRYON Date: dr s) THIS AGREEMENT IS SU CT O ; ST RD TERMS AND CONDITIONS ATTACHED HERETO AND MADE A PART HEREOF. Approved as to. form Approved as to Co tent &Iva/r L."4`pl © Copyright Alta Health Strategies, 'Inc. 1986 Assistant City Attorney Director o - Personnel y STANDARD TERMS AND CONDITIONS 1. Investment Records. If requested by the Plan Sponsor, Alta shall prepare and maintain records of the investment of the Plan's funds and assets based upon information provided to Alta for this purpose by the Plan Sponsor. 2. Professional Services. Except as otherwise specifically provided in any services Exhibit attached hereto, Alta shall not provide any legal services to the Plan nor shall it be responsible for providing the services of an independent accountant or auditor. 3. Additional Services. Without the prior written approval from Alta, the Plan Sponsor shall make changes in the Plan effective only on the anniversary dates of the documents governing the Plan, unless otherwise required by applicable law or regulation. In the event such changes require additional services to be performed by Alta, the cost of such services shall be borne by the Plan Sponsor, and the Plan Sponsor agrees to pay such costs upon receipt of an invoice for such services from Alta. 4. Books and Records. Alta shall maintain all records pertaining to the services to be performed by it hereunder. Alta shall disclose the information in such records only to the Plan Sponsor, or, as designated in writing by the Plan Sponsor, to the Plan Sponsor's designee, or to a person who has obtained an order of a court of competent jurisdiction requiring such disclosure. Upon termination of this Contract, Alta shall deliver to the Plan Sponsor, upon written request within a time period mutually agreeable, but in no event greater than six months from the date of termination, information on all claim histories for the two years immediately preceding the termination of this Contract if Alta has provided administrative services under this Contract and/or all files and documents pertaining to consulting services if Alta has provided consulting services under this Contract. If such information on claim histories is so requested, the Plan Sponsor agrees to pay all costs incurred by Alta in providing such information and records, including, but not limited to, the costs of programming, computer changes and mailing. Such information shall be provided on magnetic tape with industry standard labels, and will be in the standard format of Alta's database. If additional information is requested by the Plan Sponsor subsequent to the termination of this Contract, Alta shall take reasonable steps to provide such information, and the Plan Sponsor agrees to pay all costs incurred by Alta in providing such information, including, but not limited to, the costs of program- ming, computer changes and mailing. Alta shall be entitled to retain copies of all such records at its own expense. 5. Independent Contractor. It is understood and agreed by the parties hereto that Alta is engaged to perform under this Contract as an independent contractor. 6. Assignments. Alta shall not assign nor delegate to any other person or entity the duties, obligations or responsibilities imposed upon it by this Contract without the prior written approval of the Plan Sponsor. 7. Entire Agreement, Amendments. This Contract including the exhibits hereto and any amendments hereto contains the entire agreement between the parties, and all prior proposals, discussions and writings by and between the parties and related to the subject matter hereof are superseded hereby. This Contract may be modified or amended only pursuant to a written instrument executed by both parties hereto. 8. Invalidity. If any provision of this Contract or any portion thereof is declared invalid or unenforceable, the remaining provisions shall nevertheless remain in full force and effect. 9. Force Majeure. Notwithstanding any provision of this Contract to the contrary, neither Aka nor the Plan Sponsor shall have any liability to the other for a failure of performance resulting from any cause beyond its control. 10. Enforcement, Overpayments. Alta shall have neither the responsibility nor the obligation to take any action, legal or otherwise, against the Plan Sponsor or any participant in the Plan or other person to enforce the provisions of the Plan. In the event that the Plan Sponsor desires to engage the services of Alta for such purposes, such services shall be engaged in and rendered only pursuant to a separate written agreement between the parties. Alta shall use reasonable efforts to recover any loss resulting from an error in the processing of any claim under the Plan, but shall not be required to initiate legal proceedings for such purpose. 11. Expenses. Except as specifically otherwise provided in this Contract, the Plan Sponsor shall be solely responsible for the normal and usual costs and expenses incurred in providing the services contemplated. Alta shall be responsible for paying the costs and expenses incurred in connection with the maintenance and operation of its facilities. The Plan Sponsor, unless payment is made by the Plan, shall be responsible for the payment of all costs attributable to professional services contracted for in connection with administration of the Plan whether contracted by the Plan Sponsor or by Alta at the direction of the Plan Sponsor. 12. Plan Sponsor. Unless the context requires otherwise, the term "Plan Sponsor" as used in this Contract shall include any corporation, partnership or other entity or individual sponsoring the Plan or trustees of the trust sponsoring the Plan serving at the time of execution of this Contract and shall also include the trustees serving from time to time during the term of this Contract, provided, however, that when this Contract calls for direction or notice to be given to Alta by the Plan Sponsor, Alta shall be absolutely protected in relying upon any direction or notice received from the person described as the Plan Sponsor in the introductory paragraph of this Contract. ©,Copyright Alta Health Strategies, Inc. 1986 AHS-1986ST&C ADMINISTRATIVE SERVICES EXHIBIT Alta shall provide the following administrative services: �1.Respond to all telephone and mail inquiries from Plan participants regarding Plan benefits available to them and their dependents. 2. Provide information concerning the Plan benefits and participant eligibility requirements to all providers and particle pants based on information provided by the Plan Sponsor. 3. Receive and review claims and claim documents submitted persuant to the Plan and verify claimant's eligibility for benefits based on eligibility requirements and information provided by the Plan Sponsor. 4. Review and analyze all claims and determine whether the charges of health care providers submitted are within reasonable payment guidelines and/or related to diagnostic related groups, preferred provider organization agree- ments or other industry standards. 5.' Correspond with claimants if additional information is needed for processing their claims. 6.' Ascertain from claimants whether other coverage, such as other benefit plans, insurance plans, health maintenance organizations and government sponsored plans exist, which might pay the claim in whole or in part. 7, Process, issue and distribute checks, drafts, and explanations of benefits to Plan participants, hospitals, doctors, Plan Sponsor, or others as applicable and document such disbursements. 8. Furnish Alta's standard internal forms and coordinate with the Plan Sponsor the design and printing of claim forms, ID cards, and other supplies designed specifically for the Plan. 9. Notify claimants in writing of claims determined to be ineligible, indicating the reasons for such determinations. Y 0. Provide the Plan Sponsor with the following claims reports in accordance with Alta's standard procedures and schedule— — A. Claim analysis by line of coverage and total B. Claim list by participant C. Coordination of benefits savings D. Incurred claim lag study E. Claims pending reports F. Cash transaction register G. Report to Internal Revenue Service regarding payment to health providers 11.' Provide the Plan Sponsor with any data maintained by Alta required for preparing reports and filings under TRISA". 112. Attend meetings with Plan Sponsor as reasonably requested by Plan Sponsor and as necessary for proper admini- stration of the Plan. I 13. Instruct the Plan Sponsor on reporting employees' eligibility to Alta. lies, Inc. 1986 AHS-1986AE1 FEE EXHIBIT The fee payable to Alta for the services performed under this Contract to which this Exhibit is attached shall be as follows: (a) an initial one-time fee of $ N/A payable on or before , for plus (b) a monthly fee equal to $2.30 per employee and $3.46 ep r dependent unit for medical claims; plus $1.08 per employee and $1.62 per dependent unit for dental claims. Alta is authorized to deduct its monthly fee from a Plan account immediately after the amount of such fee for any month has been determined, provided, however, that if the Plan Sponsor so requests in writing, Alta shall provide a statement for such fees to the Plan Sponsor, which shall pay such fees to Alta on or before the fifth business day after receipt of such statement. From the date fees are due until paid, the Plan Sponsor shall pay or cause the Plan to pay interest on past -due amounts at the rate of one and one-half percent per month (18% per annum) or at the maximum rate allowed by law, whichever is less. Alta may adjust the foregoing monthly fee effective on any anniversary date of this Contract, or, after the first anniversary date of this Contract, effective on the first day of any month, provided that Alta shall have given the Plan Sponsor at least 30 days written advance notice of its intent to effect such an adjustment, which notice shall state the amount and effective date of such adjustment. If after the termination date of this Contract, Alta continues to process run-off claims, Alta's fees for such services shall be an amount equal to the amount calculated lin accordance with clause (b) of the first paragraph of this Fee Exhibit with respect to such run-off unless Alta shall have given the Plan Sponsor at least 30 days written advance notice of its intent to effect an adjustment in the rate or amount utilized in making such calculation, in which case such adjusted rate or amount shall be utilized in determining Alta's fees for its services with respect to run-off claims. © Copyright Alta Health Strategies, Inc. 1986 AHS-1986F4 MINIMUM PREMIUM AGREEMENT This Agreement is by and between City of Lubbock, Texas (Contractholder) and WASHINGTON NATIONAL INSURANCE COMPANY (Washington National). Whereas the Contractholder: 1. Has established an Employee Benefit Plan some or all of the benefits of which are described'in one or more group insurance policies (herein called the Group Policy) issued by Washington National and listed in Appendix I; and 2. Wishes to reduce its premium payments to Washington National by assuming liability for certain coverages described in the Group Policy which are indicated in Appendix I, subject to certain maximum payment limits described herein and in Appendix I; and 3. Desires certain coverages in the Group Policy indicated in Appendix I to be experience rated jointly with the coverages for which the Contractholder desires to assume liability, also indicated in Appendix I; and 4. Requests Washington National to serve as its agent with respect to the payment of such benefits; and Whereas Washington National: 1. Is willing to reduce premiums as long as the Contractholder abides by the terms of this Agreement; and 2. Is willing to retain liability for the benefit payments in excess of the Contractholder's liabilities as set forth in Appendix I subject to the limitations set forth herein; and 3. Is willing to serve as agent with respect to payment of benefits as long as this Agreement is in force. NOW THEREFORE, it is agreed as follows: I. Effective Date This Agreement shall be effective on 'Apr i 1 1 , 1988 II. ClaimLiability Limit The "Claim Liability Limit" is the maximum amount of Group Policy benefit payments for which the Contractholder is liable under the terms of this Agreement. Page 1 of 11 F16956 102687:150 A. If Appendix I indicates "cumulative annually," an annual accounting shall be made showing the liabilities and payments under this Minimum Premium Agreement for the contract year. 1. If benefit payments exceed the Claim Liability Limit, Washington National shall reimburse the Contractholder the amount of the excess. 2. If the Claim Liability Limit exceeds the benefit payments, the Contractholder will be required to pay retrospective premium if a deficit exists at the end of the contract year. The amount of retrospective premium required to be paid shall be limited to the lesser of: a. The Claim Liability Limit less the total of benefit payments during the contract year, or b. The deficit accumulated to the end of the contract year on all coverages which are experience rated, including any prior deficits. B. If Appendix I indicates "cumulative monthly," a monthly cumulative to date accounting shall be made during the contract year showing the liabilities under this Minimum Premium Agreement and the accumulated deficits from prior contract years, if any. After the first contract month, and through and including the final contract month of the contract year, on a monthly basis, the following shall be calculated: The sum total of the monthly Claim Liability Limits to date, less the sum total of monthly benefit payments to date, plus the sum total of reimbursements by Washington National to date for the contract year, if any, less the sum total of retrospective premium payments by the Contractholder for the contract year to date, if any. 1. Following any month in which the above cumulative monthly calculation yields an amount less than zero, Washington National shall reimburse the Contractholder this amount. i 2. _Following any month, except the last contract month of the contract year, in which the above monthly cumulative calculation yields an amount greater than zero, the Contractholder will be required to pay retrospective premium. The amount of retrospective premium required to be paid shall be limited to the lesser of: a. The result of the above monthly cumulative calculation, or Page 2 of 11 102687:150 F16956 b. The deficit at the end of the prior contract year, plus the sum total of reimbursements by Washington National to date for the current contract year, less the sum total of retrospective premium payments by the Contractholder to date for the current contract year. This retrospective premium payment will be made within 31 days following notification by Washington National to the Contractholder of the retrospective premium amounts due. 3. Following the last contract month of a contract year, an annual accounting shall be made showing the liabilities and payments under this Minimum Premium Agreement for the contract year. a. If the above monthly cumulative calculation yields an amount greater than zero and no deficit exists at the end of the contract year, including prior deficits, no amounts are due from Washington National or the Contractholder. b. If the above monthly cumulative calculation yields an amount greater than zero and a deficit exists at the end of the contract year, including prior deficits, the Contractholder will be required to pay retrospective premium. The amount of retrospective premium required to be paid shall be limited to the lesser of: i. The result of the above monthly cumulative calculation, or ii. The deficit at the end of the contract year including prior deficits, if any. Cumulative monthly accountings cease when this Agreement terminates. These monthly cumulative calculations will not be performed for any periods after this Agreement terminates. III. Reserves and Post Termination Liability: A. If Appendix I indicates reserves are held by Washington National, benefit payments made after termination of this Agreement under any extension of benefits provisions of the Group Policy shall be the liability of Washington National. A preliminary accounting will be made for the last contract year after termination occurs. This preliminary accounting will determine whether Washington National is due any retrospective premium from the Contractholder. A final accounting will be made for the last contract year after all liabilities under the Group 'Policy have been satisfied or reserves established for such liabilities. Page 3 of 11 102687:150 F16956 B. If Appendix I indicates reserves are held by the Contractholder; 1. If Appendix I indicates the Post Termination Liability Limit does not apply, this Agreement shall apply to all claims of covered persons under the coverages designated in Appendix I with respect to benefit payments during the term of this Agreement. During that period following termination of this Agreement, the Contractholder shall be entirely liable for all benefit payments (i) which are payable while this Agreement was in force but which were not made while this Agreement was in force, (ii) which are made after termination of this Agreement under any extension of benefits provisions of the Group Policy, and (iii) for all reasonable'administrative charges, to the same extent as if this agreement had not terminated. The procedures and obligations described herein shall, to the extent applicable, survive the termination of this Agreement and remain in effect while any claims are outstanding and payable; and Washington National shall not be liable for any benefit payments. 2. If Appendix I indicates the Post Termination Liability Limit does apply, there shall be a maximum to the amount of benefit payments for which the Contractholder is liable after this Agreement terminates. The only benefit payments which Washington National will include in calculating whether this maximum has been met are: a. those made within 90 days after this Agreement terminates, and b. on those claims which were: 1) incurred while this Agreement was in force but paid after termination, or 2) payable under any extension of benefits provisions of the plan. However, in no instance will total benefit payments on any covered person which exceed the Maximum Amount be included in the calculations. Other than the above stated benefit payments, there shall be no limit to the Contractholder's liability. A preliminary accounting will be made for the last contract year after termination occurs. This preliminary accounting will determine whether Washington National is due any retrospective premium from the Contractholder. A final accounting will be made for the last contract year after all liabilities under the Group Policy have been satisfied or reserves established for such liabilities. Page 4 of 11 102687:150 F16956 Following the 90 day maximum period for benefit payments under the Post Termination Liability Limit, an accounting shall be made showing the liabilities and payments under this Minimum Premium Agreement for the last contract year and the 90 day maximum period of the Post Termination Liability Limit. This accounting shall also include the financial position for the coverages which are jointly experience rated. For this accounting, the following calculation shall be performed: The Claim Liability Limit for the final contract year, less benefit payments during the final contract year, plus reimbursement made by Washington National for the final contract year, if any, less retrospective premium payments made by the Contractholder for the final contract year, if any, plus the Post Termination Liability Limit, less benefit payments issued after termination during the 90 day maximum period. If the above calculation yields an amount less than zero, Washington National shall reimburse the Contractholder this amount. If the above calculation yields an amount greater than zero, the Contractholder will be required to pay retrospective premium. The amount of retrospective premium required to be paid shall be limited to the lesser of: a. The amount of this difference, or b. The accumulated deficit shown in the final accounting. The retrospective premium payment shall be made within 31 days following notification by Washington National to the Contractholder of the retrospective premium amounts due. The Contractholder shall be liable for all reasonable administrative charges to the same extent as if this Agreement had not terminated. The procedures and obligations described herein shall, to the extent applicable, survive the termination of this Agreement and remain in effect while any such claims are outstanding and payable. IV. Individual Claim Pooling: A. During the term,of this Agreement, the Contractholder's liability for each covered person is limited to a Maximum Amount set forth in Appendix I per contract year. Page 5 of 11 F16956 102687:150 B. Upon receipt of proper claim documentation, Washington National shall pay liabilities for any covered person whose claim exceeds the Maximum Amount per contract year. C. Any amounts paid on claims which exceed the Maximum Amount per contract year shall not be charged against the Contractholder's Claim Liability Limit. D. Any amounts paid by Washington National on claims which exceed the Maximum Amount per contract year will not be drawn on the Contractholder's account at the Bank. E. Individual Claim Pooling terminates on the date this Agreement terminates. F. If Washington National pays benefits on a covered person in excess of the Maximum Amount per contract year with a subsequent recovery of monies on this claim, regardless of the cause of the recovery and regardless of when received, Washington National will be reimbursed all such recovered monies by the Contractholder up to the total amount of Washington National's payment(s). V. Washington National: A. Shall, as an agent for and on behalf of the Contractholder: 1. Make final determination of the amount of benefit payments, if any, payable with respect to each claim for benefit payment under the Group Policy, in accordance with terms and conditions described in the Group Policy, and 2. Undertake the defense of any suit brought with respect to any claim for benefit payments under the Group Policy and settle any such suit when in its judgment it appears, expedient to do so. B. Shall, following the close of each contract year, perform an experience rating calculation for the coverages shown in Appendix I for such contract year. If the calculation indicates that there is a surplus financial position, the amount of such surplus shall be credited to the Contractholder or credited to any deficit existing from prior periods or applied to any reimbursements made to the Contractholder during the contract year. If the calculation indicates that there is a deficit financial position, the Contractholder agrees to pay a retrospective premium within 31 days following the date notice is provided by Washington National of such premium being due. Page 6 of 11 102687:150 F16956 1. As long as this Agreement remains in force, any deficits which exist at the end of the contract year will be carried forward and be recoverable from surpluses on the experience rated coverages and/or from retrospective premiums in future contract years. 2. If the Post Termination Liability Limit is applicable when this Agreement terminates, any excesses under this provision shall be added and can be required by Washington National as retrospective premium to satisfy any existing deficits. C. Shall use ordinary care and reasonable diligence in the exercise of its power and the performance of its duties hereunder. The Contractholder is liable for the payment of benefits as determined by Washington National. D. Agrees to indemnify the Contractholder and hold the Contractholder harmless against any and all loss, damage, and the expense with respect to this Agreement resulting from or arising out of dishonest, fraudulent, or criminal acts of Washington National's employees, acting alone or in collusion with others. E. Shall have the right to change any terms in Appendix I and Amendments, if any, as often, and under the same circumstances, as the premium rates may be changed under the terms of the Group Policy. YI. The Contractholder: A. Shall establish and fund a checking account at a bank of the Contractholder's choosing (Bank) and shall abide by the Bank's rules or regulations for maintaining this account. Benefit payments under this Agreement shall be made by Contractholder check drawn by Washington National on this bank account. The Contractholder agrees to submit to Washington National a fully completed and executed Bank Resolution by which the Bank authorizes Washington National to issue checks on the Contractholder's account. The Contractholder by execution of this Amendment expressly authorizes Washington National to issue checks on behalf of the Contractholder for the purpose of payment of benefits for the coverages under the Agreement. The Contractholder agrees to maintain sufficient funds in the account to cover checks issued for the purpose of payment of benefits under the Agreement. B. Shall reimburse any person who pays any amount of benefit which is an obligation of the Contractholder, to the extent of such payment, plus any reasonable costs or charges in connection with such payment. In no event shall any such payment by any other person be construed as obligating the person making such payment to assume any liability of any person or for payment of benefits. Page 7 of 11 102687:150 F16956 C. Agrees to pay the amount of benefit payments included in any judgment or settlement. Benefit payments made in accordance with the terms of any judgment or settlement shall be considered benefit payments made under the Group Policy for the month in which such judgment or settlement is satisfied. D. Agrees, in the event this Agreement terminates and the coverages included under this Agreement are to be continued on a fully insured basis under the terms of the Group Policy, to pay the rates established by Washington National for such continuation as of the day next following the termination date of this Agreement. E. Agrees, if the Contractholder fails to provide funds necessary to satisfy its obligatiinF and liabilities hereunder, that this Agreement shall terminate immediately. F. Shall furnish for covered employees a written Notice to Employees advising that the Contractholder is liable for payment of a portion of the benefits under the Group Policy and that this portion will not be insured by Washington National. The Contractholder agrees to indemnify Washington National and hold Washington National harmless against any and all loss, damage and expense sustained by Washington National as a result of any failure by the Contractholder to provide such notice. G. Except as provided in Section V, Item D, agrees to indemnify Washington National and hold Washington National harmless against any loss, expense or other cost or obligation, resulting from or arising out of a claims, assessments or taxes, including premium taxes, or resulting from the action of any government body. H. Agrees to furnish Washington National all information which Washington National may require in order to determine if and when either the Claim Liability Limit or Post Termination Liability Limit has been reached. This may include, but is not limited to, monthly enrollment reports by Covered Employee/Dependent Units by Coverage as outlined in Appendix I and the establishment and maintenance of records to determine eligibility for benefits payable. The Contractholder shall notify Washington National immediately as to any modification or termination of the Group Policy. Washington National shall not be responsible for any delay or non-performance of its functions under this Agreement which is caused or contributed to in whole or in part by the failure of the Contractholder to furnish any required information on a timely basis. I. Agrees that in establishing liabilities under this Agreement (i) only benefit payments where there exists proof that a valid claim existed and was paid correctly will be included in the calcula- tions, and (ii) payment must be made for medical services or supplies which had already been provided at the time the claim Page 8 of 11 102687:150 F16956 check is issued, and (iii) the claim check must have been honored by the Bank. VII. Definitions A. "Benefit payments" shall mean checks issued in accordance with the requirements of Section VI except for those which have not been honored by the Bank within 90 days of issue. B. "Claim Liability Limit" shall be calculated as follows: 1. For minimum premium plans which are cumulative annually, an amount equal to the accumulated sum, over all contract months during a contract year, of the products obtained by multiplying the applicable number of Covered Employee/ Dependent Units for each such contract month by the appropriate Liability Limit Factor(s) shown in Appendix I. 2. For minimum premium plans that are cumulative monthly, an equal amount to the sum of the products obtained by multiplying the applicable number of Covered Employee/ Dependent Units by the appropriate Liability Limit Factor(s) shown in Appendix I for each month, to date, during the contract year. 3. For minimum premium plans wherein Washington National does not hold reserves, the applicable number of Covered Employee/Dependent Units shall be the number of such Units covered as of the first day of the third preceding contract month; except that for the first four contract months of the first contract year, such applicable number shall be the number of such units covered as of the first day of the first contract month of that first year. 4. For minimum premium plans wherein Washington National does hold reserves, the applicable number of covered Employee/ Dependent Units shall be the number of such Units covered as of the first day of each contract month. 5. If the applicable number of Covered Employees for any contract month is less than 150, the number of Employee/ Dependent Units used in any calculation shall be the same as for the month immediately preceding the drop to below 150 and shall remain at this level until such contract month where the applicable number of Covered Employees is 150 or more. C. Unless otherwise defined in Appendix I, a "contract month" shall coincide with the period commencing on monthly premium due date as specified in the Group Policy and ending on the next such day; provided that the first contract month shall commence on the Page 9 of 11 102687:150 F16956 effective date of this Agreement and the last contract month shall terminate upon the termination date of this Agreement. D. A "contract year" shall coincide with a policy year as that term is defined in the Group Policy, except that the first contract year shall commence with the effective date of this Agreement and the last contract year shall terminate upon the termination date of this Agreement. E. The "Post Termination Liability Limit" shall be calculated by multiplying the average number of Covered Employee/Dependent Units for the last three months of the final contract year by the Post Termination Liability Factor(s) shown in Appendix I. Should the number of employee units be less than 150 during the last three months, Section VII, Item B.5 shall apply. F. "Maximum Amount" is the amount shown in Appendix I under Individual Claim Pooling. 1. While this Agreement is in force, the Maximum Amount shall be used as described in Section IV Item A. 2. If this Agreement terminates and the Post Termination Liability Limit is in effect, the "Maximum Amount" shall be used in determining whether the Post Termination Liability Limit has been exceeded. Any total benefit payments for any covered person during the 90 day effective period for the Post Termination Liability Limit which exceed the Maximum Amount shall be excluded from any calculations and will be entirely the liability of the Contractholder. VIII. General: A. If any jurisdiction enacts a law or regulation which, as determined by Washington National, prohibits the continuance of this Agreement, or if any existing law or regulation is, as determined by Washington National, amended or construed to prohibit the continuance of this Agreement, this Agreement shall terminate as to such jurisdiction as of the date such law, regulation, amendment or construction is determined by Washington National to be effective. B. If any jurisdiction enacts a law or regulation which, as determined by Washington National modified, but does not prohibit the continuance of this Agreement, this Agreement shall continue in force, in compliance with the law or regulation should the Contractholder and Washington National mutually agree to do so. C. At Washington National's discretion, any of its functions under this Agreement may be performed wholly or in part by or though any other organization designated by Washington National. Page 10 of 11 102687:150 F16956 D. This Agreement may be terminated by either party upon 31 days written notice stating when, after the date of such notice, such termination shall become effective. E. This Agreement shall be construed in accordance with the laws of the State where the Group Policy is issued. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed. CONTRACTHOLDER WASHINGTON NATIONAL INSURANCE COMPANY---- By � Sy Signature S iJ� n a t e� - �7' Mayor Director, Group Underwriting Title Title Lubbock, Texas Evanston, Illinois March 25, 1988 Signed at Date Signed at Date Approved as to Form � t Assistant City Attorney Approved as to Content Director of Personnel Page 11 of 11 102687:150 F16956 MINIMUM PREMIUM AGREEMENT BANKING ARRANGEMENTS AMENDMENT Washington National Insurance Company (Washington National) and City of Lubbock Texas (Contractholder) agree that: I. Section VI.A. of the Minimum Premium Agreement (Agreement) is hereby deleted and replaced with: "A. Shall establish and fund a checking account at a bank of the Contractholder's choosing (Bank) and shall abide by the Bank's rules or regulations for maintaining this account. Benefit payments under this Agreement shall be made by Contractholder check drawn by 'Washington National on this bank account. The Contractholder agrees to submit to Washington National a fully -completed and executed Bank Resolution by which the Bank authorizes Washington National to issue checks on the Contractholder's account. The Contractholder by execution of this Amendment expressly authorizes Washington National to issue checks on behalf of the Contractholder for the purpose of payment of benefits for the coverages under the Agreement. The Contractholder agrees to maintain sufficient funds in the account to cover checks issued for the purpose of payment of benefits under the Agreement." II. Wherever the Agreement stipulates that drafts shall be used, the Agreement shall now stipulate that checks shall be used. THIS AMENDMENT WILL BE EFFECTIVE April 1 CO TRACTHpLDER - Signature Mayor Title Lubbock, Texas Signed at Date Approved"as to Form ; &/� V_� X, 5 ,- Z Assistant City Attorney WASHINGTON NATIONAL INSURANCE Sxgnod ture Director. Group Underwriting Title Evanston. Illinois March 25, 1988 Signed at Date Approveci at to Content` p Director of Personnel F16957 APPENDIX I GROUP POLICY NO(S): INDIVIDUAL CLAIM POOLING: 'is included with a $ 75,000. Maximum Amount per covered person per con rac year and applies to Medical coverages(s) RESERVES ARE HELD BY: Washington National 7,Contractholder POST TERMINATION LIABILITY LIMIT PROVISION: _.appl i es does not apply s _ CLAIM LIABILITY LIMITS ARE TO BE CALCULATED: - cumulative annually cumulative monthly - LIABILITY FOR CLAIMS INCURRED PRIOR TO THE EFFECTIVE DATE OF THIS- INIMCIM PREMIUM AGREEMENT BUT PAID AFTER SHALL BE: _Xthe responsibility of the prior carrier paid out of Contractholder's reserves currently held —by Washington National the responsibility of the Contractholder and included under this Agreement excluded under this Agreement MINIMUM PREMIUM COVERED EMPLOYEE/DEPENDENT UNITS BY COVERAGE MONTHLY LIABILITY LIMIT FACTORS Employee Medical $102.07 Dependent Medical $110.70 Employee or Dependent Medicare $ 53.76 Employee Dental $ 5.79 Dependent Dental $ 8.73 NOTE: *N/A MEANS THIS PROVISION IS NOT IN EFFECT POST TERMINATION* LIABILITY LIMIT FACTORS $464.03 $503.25 $244.40 $ 22.40 $ 33.79 COVERAGE(S) WHICH ARE TO BE JOINTLY EXPERIENCE RATED WITH THE MINIMUM PREMIUM AGREEMENT: Medical and Dental COVERAGE(S) FOR WHICH CONTRACTHOLDER IS ASSUMING LIABILITY UNDER THE MINIMUM PREMIUM AGREEMENT: Medical and Dental (This Appendix must be signgd and dated on the reverse.) F16428 021486:150+ APPENDIX I TO BE EFFECTIVE FROM April 1 , 19 88 to March 31 , 19 89 AND REPLACES A (. E FDR-RIOR CONTRACTHOLDER WASHINGTON NATIONAL INSURANCE COMPANY ByvF, Signature 19 iiZ�r,.ti a - te Lubbock, Texas Signed at ate Approved as to Form ssistant City Attorney Approved as to Content Director of Personnel By 7': S i q n at u e Director, Group Underwriting i'tlee E anston Illinois March 25 1988 Signed at irate I MINIMUM PREMIUM AGREEMENT Deficit Recovery Limit Amendment • y Washington National Insurance Company (Washington National) and City of Lubbock, Texas (Contractholder) have entered into a Minimum Premium Agreement Agreement) wherein deficits which exist,at the beginning of a Contract Year are charged against surpluses from experience rated coverages and retrospective premiums as defined in the Agreement. Whereas the Contractholder wishes to limit the deficit recovered in any Contract Year. Whereas Washington National is willing to limit the deficit recovered in any Contract Year as long as the Contractholder abides by terms of the Agreement and this Amendment. NOW THEREFORE, it is agreed as follows: 1. This Amendment is effective April 1 19 88 II. This Amendment shall be applicable to only those Contract Years where an experience rating calculation was performed following the close of that Contract Year and such calculation indicates: 1. A deficit existed at the beginning of the Contract Year from a prior period(s), and 2. A Net Surplus Financial Position exists for that Contract Year. A Net Surplus Financial Position for a Contract Year will exist whenever the sum total of: 1. The financial position of any coverages jointly experience rated with the coverages under the Agreement, plus 2. The sum total of the monthly Claim Liability Limits for the Contract Year, less the sum total of the benefit payments under the Agreement for the Contract Year, plus the sum total of - reimbursements by Washington National for the Contract Year, if any, less the sum total of the retrospective prd6ium payments by the Contractholder for the Contract Year, if any; results in an amount greater than zero.` A. If the Agreement was in effect during the period immediately prior to the Contract year in which recovery is made, then the amount of-the'Net Surplus Financial Position which Washington National shall use to recover the deficit which exists at the beginning of the Contract Year shall be limited to a maximum of 10 percent of the anneal Claim Liability Limit for the Contract Year mmediately prior to the Contract Year in which the deficit recovery is made. F16964 ' .2_ B. If the Agreement was not in effect during the period immediately prior to the Contract Year in which recovery is made, then the amount of the Net Surplus Financial Position which Washington National shall use to recover the deficit which exists at N �A beginning of the Contract Year shall be limited to a maximum of percent of the earned premiums during the 12 months imme ate y prior to the effective date of the Agreement of those coverages which are now included under the Agreement. C. Whether or not the Agreement was in effect during the period immediately prior to the Contract Year in which recovery is made, should the Net Surplus Financial Position not contain sufficient surplus money from those coverages jointly experience rated with the coverages under the Agreement to recover the maximum amount of deficit as per this Amendment, then the Contractholder agrees to pay such shortage from any retrospective premiums available according to the Agreement, III. All deficits not recovered shall be carried forward to subsequent Contract Years. IV. This Amendment terminates at the end of the Contract Year immediately prior to the Contract Year in which the Agreement terminates and the amount of deficit recovered in this final Contract Year shall be limited only by the terms of the Agreement. However, should the Contract Year in which the Agreement is terminated be less than 12 months, then Washington National can, if necessary to recover any deficits, recover any Net Surplus Financial Position from the Contract Year prior to the final Contract Year in addition to any Net Surplus Financial Position available from the final Contract Year according to the terms of the Agreement. This Amendment supercedes any terms of the Agreement which are inconsistent with this Amendment. CONTRACTHOLDER By1� ignatur Mayor Title Lubbock, Texas Signed at ate Approved as to Form WASHINGTON NATIONAL INSURANCE COMPANY By - / Sig�oure' j ` �,n Director GroupUnderwriting `1 Title Evanston, Illinois March 25, 1988 Mqn—eT at Date Approved as to Content Assis ant C ty Attorney Director of Personnel MINIMUM PREMIUM AGREEMENT Post Termination Liability Limit Amendment ' Washington National Insurance Company (Washington National) and City of Lubbock, Texas (Contractholder) have entered into a inimum Premium Agreement(Agreement) wherein the Post Termination Liability Limit Provision is in effect. Whereas the Contractholder wishes Washington National to change certain items within the Post Termination Liability Limit Provision; Whereas Washington National is willing to make such changes for certain premium charges; Now therefore, it is agreed as follows: I. This Amendment will be effective on Apri1 1 19 88 II. The Post Termination Liability Limit Provision will be changed as follows: A. The maximum period of time as stated in Section III.8.2 of the Agreement is hereby changed from 90 days to 12 months; B. The total benefit payments for any covered person shall be limited by the Group Policy maximums but shall not be limited to the Maximum Amount as defined by the Agreement during the Post Termination period; and C. The Contractholder shall not be liable for Washington National's administrative charges for the period following termination. III. The premium charge for this Post Termination Liability Limit Amendment shall be 2 1/2 times the premium due for the last month prior to termination and shall be due at the same time as and in addition to the last month's premium. Any retrospective premiums due in the last month prior to termination shall be excluded from the calculation of the premium changes in this Amendment. This Amendment supersedes any terms of the Agreement which are inconsistent with this Amendment. CONTRACTHOLQER Cor By _ A et . J* r /,*e4j�e, ignatu Mayor Title Lubbock, Texas Signed at ate WASHINGTON NATIONAL INSURANCE COMPANY BY—f-- N ign#ture Ili rerGroup UnderwritingTitle Illinois March 25 1988 Signed at Date Approved as of Form Approved as to Cont nt F16963 -Y, '' Pe7 Assistant City Attorney Director of Personnel ALTA REVIEW SERVICE AGREEMENT ALTA REVIEW, INC., a Utah corporation ("ALTA"), and The City of Lubbock (the "Client"), hereby agree that ALTA shall provide certain health care utilization review services for the Client on the terms and conditions hereinafter set forth. 1. SERVICES TO BE PERFORMED. ALTA shall perform for the Client prospective, continued stay and retrospective review of the medical necessity and/or appropriateness of health care services with a view to achieving more effective utilization of the health care system. ALTA shall perform these Utilization Review Services (as defined in the Standard Terms and Conditions) in the specific areas initialed by ALTA and the Client on the Schedule of Services and Fees attached hereto as Schedule 1 and incorporated herein. In connection with the Utilization Review Services included under this Agreement, ALTA shall provide statistical reports as described in Section 4(E) of Standard Terms and Conditions. 2. MANNER OF PERFORMANCE. Each service covered by this Agreement, as indicated on Schedule 1 hereto, shall be provided in accordance with the outline of services described in the Exhibits attached hereto and incorporated herein and in accordance with applicable laws and regulations. 3. FACILITIES AND PERSONNEL. ALTA shall maintain the facilities and personnel necessary to provide the services to be performed by it under this Agreement. 4. FEES. The Client agrees to pay to ALTA for the services provided under this Agreement the fees set forth on the Schedule of Services and Fees attached hereto as Schedule 1 and incorporated herein. 5. TERM. The term of this Agreement shall be for a period of one year, commencing _A_ rr i 1 1, 19$$_and ending March 31 19-0—, and shall be automatically renewed for successive one-year periods, unless terminated as hereinafter provided. 6. LIABILITIES AND OBLIGATIONS. ALTA's obligations under this Agreement shall be to provide the Utilization Review Services set forth herein and to provide advice, recommendations and certifications in connection therewith. ALTA shall have no responsibility, risk, liability or obligation with respect to decisions relating to the authorization, denial or delivery of any health care services or payments related thereto. 7. INDEMNIFICATION. ALTA shall indemnify and hold harmless the Client against any expense, loss, claim or judgment, including reasonable attorneys' fees, arising by reason of personal injury or property damage resulting from the gross negligent acts or omissions or willful misconduct of ALTA. The Client agrees to indemnify and hold harmless ALTA against any expense, loss, claim or judgment, including reasonable attorneys' fees, arising out of or resulting from ALTA's performance of its services hereunder where ALTA has performed its services without gross negligence or willful misconduct and in accordance with industry practices. 8. STANDARD TERMS AND CONDITIONS: THIS AGREEMENT IS SUBJECT TO THE STANDARD TERMS AND CONDITIONS ATTACHED HERETO AND MADE A PART HEREOF. EXECUTED this 30th day of March 19—u—. -The City of Lubbock ALTA REVIEW, INC. c By. 1 Title: Mayor itle: 2614 South 1935 West Approved as to Form Salt Lake City, Utah 84119 Approved as to Content Ass;stanCity Attorney Director of Personnel C Copyright ALTA Health Strategies, Inc. 1988 AR-1988-A1 STANDARD TERMS AND CONDITIONS 1. UTILIZATION REVIEW SERVICES. The term "Utilization Review Services" shall mean a system of prospective, continued stay and retrospective review of the medical necessity and/or appropriateness of certain health care services for providers of health care benefits. Utilization Review Services are provided for hospital and medical services rendered or to be rendered in the United States. Utilization Review Services to be provided hereunder are indicated by the initials of ALTA and the Client on Schedule 1 attached hereto. Such Utilization Review Services shall be provided with respect to eligible employees/insureds/dependents (hereinafter "Covered Persons") under health programs of the Client. Based upon the Utilization Review Services, ALTA provides advice to the Client and/or to such parties as the Client shall direct under its health care benefit programs. The Client or the Plan Sponsor makes the final determination as to the payment or the denial of payment for any claim. Neither the execution of this Agreement nor the performance of Utilization Review Services shall be deemed an undertaking by ALTA to guarantee the results of health care provider services or that such services will be rendered in accordance with appropriate medical standards or procedures. Decisions or determinations to obtain or deliver any health care service shall always be made only by the patient and/or his or her physician and/or hospital. 2. PERFORMANCE. A. The Client acknowledges that ALTA and Its affiliates, agents and subsidiaries retain the right to provide services identical or similar to those which ALTA has agreed to provide hereunder to other firms, companies, entities and persons, directly or indirectly, as agent or under ALTA's name or mark or the name or mark of ALTA's Client or principal. B. The term "Covered Persons" shall not include persons whose confinement will be covered by workers' compensation insurance unless benefits under the Client's health care benefit plan are primary over such workers' compensation insurance. 3. CONDITIONS. A. Nothing contained herein shall be construed so as to constitute either ALTA or the Client as the agent, principal, employee, servant, joint venturer, partner, or legal representative of the other for any purpose whatsoever. ALTA is an independent contractor performing services for or on behalf of the Client. B. Each of the parties acknowledges the validity of the other's service marks, trademarks, copyrights and other proprietary interests, and neither party shall in any way infringe upon or harm the interests of the other. C. Each of the parties shall comply with all applicable laws, rules and regulations that govern or apply to the operation and/or use of the Utilization Review Services. FEES AND SERVICES. A. The Client shall pay to ALTA the fees set forth on the Schedule of Services and Fees attached hereto as Schedule 1 (the "Fees"). There shall be added to the Fees amounts equal to any use or sales tax, or any tax in lieu thereof imposed by any governmental agency. B. The Fees shall be payable on or before the 15th day of each month, accompanied by a report indicating the total number or covered employees, including the number of such employees with family coverage, for the current calendar month. ALTA shall have the right to inspect the Client's books and records during normal business hours and upon 48 hours advance written notice to verify such report. C. The Fees set forth in Schedule 1 are for the first year of this Agreement only. Thereafter, ALTA shall have the right to change the Fees charged the Client upon not less than 30 days written notice. D. ALTA shall provide to the Client an employee communication packet (the "Packet") with the materials and at the cost set forth in Schedule 1, which shall be distributed by the Client to its covered employees. Charges for the Packet shall be paid with the first monthly payment. No written or printed material prepared by or for the Client relating to ALTA's services or obligations under this Agreement shall be released or distributed without the prior written consent of ALTA, which shall not be unreasonably withheld. ALTA shall be reimbursed by the Client for the review of any such materials at its usual and customary consulting fee charges. E. ALTA shall mail to the client, within 45 days following the end of each calendar quarter, reports setting forth the Client's utilization review experience. AR-1988-ST&C (page 1) 5. PROFESSIONAL PARTICIPATION. ALTA shall have the right to secure or provide the services of a physician(s) licensed to practice medicine to act in the capacity of physician reviewer in connection with Utilization Review Services. ALTA agrees to establish, operate and maintain an adequate appeal mechanism for use by affected Covered Persons seeking reconsideration of the advice provided by ALTA hereunder. Except as otherwise specifically provided in this Agreement, ALTA shall not provide any legal services to the Client, nor shall it be responsible for providing the services of any independent accountant or auditor or other professional. 6. BOOKS AND RECORDS. A. ALTA shall maintain all records pertaining to the Utilization Review Services hereunder and shall disclose the information in such records only to the Client or to such persons as may be designated by the Client in writing or to any person who has obtained an order of a court of competent jurisdiction requiring such disclosure. B. Subject to the provisions of Paragraph 7 hereof, in addition to the access provided in Subparagraph C below, ALTA agrees that at its office, during normal business hours, and upon not less than 72 hours advance notice, the Client shall have access to and the right to examine records which ALTA has kept relating directly to the Client. Such access and right of examination shall continue to be provided to the Client for a period of not less than three months following termination of this Agreement. C. In the event legal action is brought against the Client to collect policy benefits for which the Client has denied payment, at the written request and at the sole cost of the Client, ALTA will (i) provide the Client and its legal counsel reasonable access during normal business hours, upon reasonable advance notice, to those of ALTA's records relating to services provided to the patient in question, which are directly related to the subject matter of such litigation; and (ii) to the extent such is within its control, make available to testify directly as to such matter, the appropriate physician reviewers or any other employee(s) directly involved in such matter. In the event either party is validly served with a subpoena, discovery request for production of documents or other legal process (collectively referred to as"Legal Process"), such party shall immediately notify the other party so that such other party may determine whether any of its confidential or proprietary data, reports or other printed materials may be included in the request. Such other party may, of its own expense, preserve the confidentiality of its data. Neither party shall have an obligation to contest any such subpoena or Legal Process. 7. CONFIDENTIALITY. The parties agree to abide by all federal and state statutes and regulations concerning the confidentiality of all information (in whatever form) exchanged pursuant to this Agreement. Nothing delivered by ALTA to the Client hereunder which is marked as being "confidential" or "proprietary" or "not for public disclosure" or which shall be copyrighted, registered or otherwise protected (collectively referred to as"Proprietary Rights") shall be furnished, disclosed, disseminated, published or revealed in any way by the Client or its employees, agents and officers to any person, organization, firm or government agency contrary to law or to the provisions and terms of this Agreement. The Client agrees to indemnify and hold harmless ALTA from any damage, litigation, liability or claimed liability, claims and any expenses, including reasonable attorneys' fees and incidental expenses resulting from any such improper use, furnishing, disclosure or revealing of said ALTA Proprietary Rights occuring during the term of this Agreement or thereafter except to the extent any such loss or damage was caused or contributed to by ALTA. To the extent that the Client furnishes ALTA with any of the Client's Proprietary Rights, ALTA agrees that all of the above and foregoing obligations and agreements in this Paragraph 7 shall be reciprocal and mutual upon ALTA as relates to such Client Proprietary Rights. Neither party shall in any way attempt to market or use the Proprietary Rights of the other directly or indirectly except in the performance of this Agreement. The parties recognize that no remedy at law may be adequate to compensate either party for a breach of the provisions of this paragraph and therefore either shall be entitled to temporary and/or permanent injunctive relief against the other, in addition to all other remedies which either party shall be entitled to. Such temporary or permanent injunctive relief may be granted without bond, which each party does hereby waive. 8. INSURANCE. At all times for the term of this Agreement ALTA will maintain in effect professional liability insurance coverage, so long as said coverage is available at a reasonable cost within ALTA's sole judgment. 9. TERMINATION, A. This Agreement may be terminated by either party should one of the following occur, but in no event shall such termination relieve the parties from any obligations incurred under this Agreement: (1) The failure of the other party to cure any monetary default within five calendar days after written notice or failure to commence to cure any other default within ten calendar days after written notice. (2) The other party becomes insolvent: or is adjudicated as a bankrupt; or its business comes into possession or control, even temporarily, of any trustee in bankruptcy or a receiver is appointed for it, or it makes a general assignment for the benefit of creditors. If any such event occurs, no interest in this Agreement shall be deemed an asset available to creditors. No interest in this Agreement shall be deemed an asset or liability of such party, nor shall any interest in this Agreement pass by the operation of law without consent of the other party. AR-1988-ST&C (page 2) (3) Either party gives not less than thirty (30) days written notice to the other prior to the end of the term or any extension of the term of this Agreement. B. Upon the effective date of the termination of this Agreement for any reason: (1) Each party will pay to the other all monies due hereunder within thirty (30) calendar days. (2) The Client will immediately cease to represent that ALTA is its Utilization Review provider and will cease to use ALTA's documents, employee communication materials, systems, logo -types, service marks, trademarks, tradenames, methods and techniques in any form, and all covenants, agreements and obligations of the parties under this Agreement shall thereupon end. (3) Prior to the effective date of such termination, the Client shall advise its Covered Persons of said termination or Utilization Review Services. Neither party shall assign or transfer its respective rights or obligations under this Agreement without the specific prior written consent of the other party; provided, however, nothing in this paragraph shall be deemed to limit ALTA from subcontracting or employing other entities or parties to assist in providing Utilization Review Services hereunder or from assigning its rights and obligations hereunder to a subsidiary or affiliate of ALTA. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their successors and assigns. 10. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including all schedules, exhibits and amendments hereto, constitutes the entire Agreement between the parties, and all prior proposals, discussions and writings by and between the parties and related to the subject matter hereof are superseded hereby. This Agreement may be modified or amended only by a written instrument executed by both parties. 11. INVALIDITY. In the event any provision of this Agreement conflicts with laws applicable hereto or under which this Agreement is construed, or any provision of this Agreement shall be held illegal or unenforceable or partially illegal or unenforceable by a court of competent jurisdiction, then this Agreement shall be modified to conform with said laws or judicial determination, and such provisions shall be construed and enforced only to such extent as it may be an illegal and unenforceable provision, and all other provisions of this Agreement shall be given full effect separately therefrom and shall not be affected thereby. 12. FORCE MAJEURE. Notwithstanding any provision of this Agreement to the contrary, neither party shall have any liability to the other for failure of performance resulting from any cause beyond its control. 13. NOTICES. All notices hereunder shall be in writing and shall be sent by registered or certified mail, with return receipt requested, or delivered in person to the address set forth on the signature page of this Agreement or to such other address as either party may hereafter furnish to the other. 14. APPLICABLE LAW. This Agreement shall be governed by and construed under the laws of the State of Utah. 15. ATTORNEYS' FEES. If either party to this Agreement commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable attorneys' fees and costs of suit. 16. SIGNATURES. Each party to this Agreement represents and warrants to the other that the signatory on behalf of such party is duly authorized and empowered to execute this Agreement and bind such party to the terms and provisions hereof. © Copyright ALTA Health Strategies, Inc. 1988 AR-1988-ST&C (page 3) SCHEDULE 1 ALTA REVIEW SERVICE AGREEMENT Schedule of Services and Fees ALTA will perform the following services for the Client. as indicated by the initials of both ALTA and the Client: (See Exhibits A. E. and C for a description of the services listed below.) Client ! ALTA 1. Comprehensive Plus (Exhibit A) N.4A Comprehensive Hospital and Focused Surgical Review S N/A per covered employee/retiree per month 2. Comprehensive (Exhibit B) Comprehensive Hospital Review Mayor �0.83 per covered employeeiretiree $1.29 per covered dependent unit 3. Case Manaoement (Exhibit C) (a) Included in above price per employee! N�IA ! retiree per month (b) Charged on an as -needed, time and expense basis Mayor s60.00 per hour for registered nurse services 5125-00 per hour for physician services 4. Other Fees (a) One time set-up fee N/A (Includes one standard employee communications packet per covered empioyee!retiree.) S per covered employee/retiree W Employee Communication Packets (Purchased after initial set-up period or extra copies oroerec.) 5 per packet t ALTA REVIEW SERVICE AGREEMENT EXHIBIT B Comprehensive Hospital Review (Comprehensive) 1. Precertification of all nonemergency hospital admissions, including psychiatric and chemical dependency admissions. 2. Continued stay review. 3. Discharge planning. 4. Review of emergency hospital admissions within two working days following admission. 5. Retrospective review. 6. Case management screening. 7. Facilitate admission to preferred provider hospitals. 8. Health information services. © Copyright ALTA Health Strategies, Inc.1988 AR-1988-EXH.B ALTA REVIEW SERVICE AGREEMENT EXHIBIT C Case Management Case Management Service focuses on ensuring that cost effective care is provided for catastrophic or long-term cases. In these cases, the total medical care of the patient is examined in an effort to: • Seek alternative settings and providers which will usually be at a lower cost, as well as provide appropriate and cost effective medical care. • Coordinate the sequence of care by facilitating communications among providers, patients and others • Perform continuous monitoring of care. ©Copyright ALTA Health Strategies, Inc. 1988 AR-1988-EXH.0