ORDER N0.29165 ADMINISTRATIVE SERVICE AGREEMENT UNITED OF OMAHA LIFE INSUCANCE COMPANY Came to be heazd this the 9th day of May 2005, with a motion made by Commissioner Nicholson, seconded by Commissioner Williams. The Court unanimously approved by a vote of 4-0-0 the contract of Administrative Service Agreement between Kerr County and United of Omaha Life Insurance Company and Health Reimbursement Account Administration in connection with Employee Benefits Program. i ~~.i ~~ ~~ ~ ~ ~ ~.~ COMMISSIONERS' COURT AGENDA REOUEST PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS REOUEST AND DOCUMENTS TO BE REVIEWED BY THE C~~~~O----U~~~RT----. MADE BY: Pat Tinley OFFICE: County Judge j~ MEETING DATE: May 9, 2005 TIME PREFERRED: SUBJECT: Consider and discuss approval of Administrative Services Agreement between Kerr County and United Of Omaha Life Insurance Company and Health Reimbursement Account Administration in connection with Employee Benefits Program. EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON) NAME OF PERSON ADDRESSING THE COURT: County Judge ESTIMATED LENGTH OF PRESENTATION: IF PERSONNEL MATTER -NAME OF EMPLOYEE: Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, Government Code, is as follows: Meeting scheduled for Mondays: 5:1H1 P.M. previous Tuesday. THIS REQUEST RECENED BY: THIS REQUEST RECENED ON: All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towards you request being addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners' Court. Page 1 of 1 Kerr Court "GB From: "Gary Looney" 2n114 To: Sent: Monday, April 25, 2005 6:26 PM Attach: KERR COUNTY NON-FIDUCIARY NON-ERISA.doc; Kerr MOO HRA Detail Brief.doc Subject: Mutual Contracts Judge, I am sending you the administrative contract and the HRA and the Case Benefit Detail from MOO. I reviewed both contracts and had MOO change them to meet our specs. Does the admin contract and the Case Benefit Detail (the HRA description) need to be approved by the court? I plan to make a presentation to the court in last week in May to bring everyone up to date on the status of the plan. We should have some creditable information on claims by then. Hopefully the turmoil has calmed down. Hope to see you soon Gary Gary R Looney RSI3C Alamo Insurance Group 3`LOl Cherry Ridge llrne Suite ll 405 San Anto~uo,1'exas 78130 Voicc 2UL930-fi(i65 Fax `210-930-1838 gloouc}'~iu.dau~uinsKip.i~otu 4/26/2005 Commissioners Court Order 29165 ADMIPiISTRATIVE SERVICES AGREEMENT between KERR COUNTY and UNITED OF OMAHA LIFE INSURANCE COMPANY This Agreement and the information contained herein is CONFIDENTIAL and shall not be released or disclosed by Contractholder without permission from an officer of Company TABLE OF CONTENTS RECITALS ..................................................................................................................................... 1 SECTION 1: DEFINITIONS ................................................................................................ 1 SECTION 2: DUTIES OF COMPANY ............................................................................... 2 SECTION 3: DUTIES OF CONTRACTHOLDER ............................................................. 3 SECTION 4: FUNDING AND PAYMENT OF CLAIMS .................................................. 3 SECTION 5: ENROLLMENT AND ELIGIBILITY ........................................................... 4 SECTION 6: FRAUD IDENTIFICATION AND INVESTIGATION ................................ 5 SECTION 7: LIMITATIONS ............................................................................................... 6 SECTION 8: ADMINISTRATION FEES AND OTHER EXPENSES ............................... 7 SECTION 4: LIABILITY AND INDEMNIFICATION .................................................... .. 7 SECTION 10: CONFIDENTIAL INFORMATION ............................................................. . 8 SECTION 11: INSPECTION OF BOOKS AND RECORDS ............................................. 15 SECTION 12: MODIFICATION OF THIS AGREEMENT ................................................ 16 SECTION 13: MODIFICATION OF PLAN ........................................................................ 17 SECTION 14: TERM AND TERMINATION ..................................................................... 17 SECTION 15: GENERAL PROVISIONS ........................................................................... 20 EXHIBIT 1 CLAIMS SERVICES EXHIBIT 2 CONTRACTHOLDER'S RESPONSIBILITIES EXHIBIT 3 COMPENSATION AND PAYMENTS EXHIBIT 4 MEDICAL MANAGEMENT SERVICES EXHIBTI' S OTHER SERVICES EXHIBIT 6 MANAGED CARE NETWORK SERVICES EXIBIT 7 COBRA BILLING AND COLLECTION SERVICES EXHIBIT 8 HEALTH REIMBURSEMENT ACCOUNT ADMINISTRATION -CASE DETAIL BRIEF ADMINISTRATIVE SERVICES AGREEMENT THIS AD1v1INISTRATPJE SERVICES AGREEMENT (this "Agreement"), effective January I, 2005 (the "Effective Date"), is between Kerr County ("Contractholder") and United of Omaha Life Insurance Company ("Company"). RECITALS A. Contractholder has adopted aself-funded program of hospital, medical and prescription drug benefits for its employees, retirees and their eligible dependents, and COBRA qualified beneficiaries (the "Plan"); and B. For purposes of its administrative services, Company shall identify the Plan under Group ID G000487A In consideration of the mutual promises contained herein, the parties agree as follows: SECTION 1: DEFINITIONS The following terms have the following meanings. Any singular word shall include any plural of the same word. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in Omaha, Nebraska aze authorized or required to remain closed. "Check" means the instrument of payment issued by Company for the payment of benefits under the Plan pursuant to this Agreement, whether such instrument is a draft or a check. "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time. "Discounted Charge" means the chazge that a Provider has agreed to accept as payment in full in accordance with contractual arrangements with Company. A "Discounted Chazge" does not include pharmaceutical rebates, and any other reductions, fees or credits a Provider may periodically give Company. For gurposes of this definition, "Provider" means a health Gaze provider, a provider network, a pharmacy benefit manager, or another vendor of health care services and supplies. "Governmental Authority" means the government of the United States or any state or political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "ffiPAA" means the Health Insurance Portability & Accountability Act of 1996, as amended from time to time, and regulations thereunder. "Law" means any and all laws, regulations, rules, ordinances and other binding requirements and judicial or administrative orders of a Governmental Authority. "Managed Care Network" means Company's preferred provider network, as it is constituted from time to time, of selected health care providers who have entered into agreements with Company, or with a party that has contracted with Company, to make themselves available to provide health care or prescription drugs to Participants. "Medical Specialty Network" means Company's network of organ and soft-tissue transplant medical centers. "MSN Provider" means a provider contracted, either duectly or indirectly, with Company to provide organ tissue transplants to Participants. Such providers shall include, but shall not be limited to, hospitals, physicians and ancillary providers associated with transplant medical centers in the Medical Specialty Network. "Network Provider" means a health care provider who has entered into an agreement with Company, or with a party that has contracted with Company, to participate in the Managed Care Network. "Network Provider Agreement" means Company's agreement with a health care provider, or with a party that has contracted with a health care provider, that describes the terms under which the health caze provider participates in the Managed Care Network. "Non-Network Provider" means a health care provider who is not a Network Provider. "Participant" means an employee or a retiree and his or her dependents who aze covered under the Plan or a COBRA qualified beneficiary covered under the Plan. "Plan Benefit Account" means an account established by the Company on which Plan benefit payments are issued by Company and other withdrawals are made by Company in accordance with this Agreement. "Subrogation" means the right to recover Plan benefit payments made to a Participant or a health care provider because of an injury to the Participant caused by a third party's wrongful act or negligence for which the Participant or health care provider later receives or is entitled to receive payment from the third party or the third party's insurer. SECTION 2: DUTIES OF COMPANY 2.1 Company's Responsibilities. Company shall provide the services described in this Agreement and the Exhibits attached hereto. 2.2 Fidelity Boad. Company shall maintain, at its sole expense, a fidelity bond covering losses caused by dishonesty of its officers, employees or agents, as well as loss or destruction of monies or other property belonging to others and held by Company, until such time as all duties of Company hereunder are fully discharged. 2 SECTION 3: DUTIES OF CONTRACTHOLDER 3.1 Contractholder's Responsibilities. Contractholder shall comply with its duties and obligations described in Exhibit 2 and comply with its other duties and obligations described in this Agreement and the other Exhibits attached hereto. 3.2 Authority. Contractholder retains all authority and responsibility to control, manage and operate the Plan. 3.3 Responsibility for Plan Funding. Contractholder shall be solely responsible for determining the funding requirements for the Plan, including, without limitation, the contribution levels required for persons covered under the Plan. Although Company may provide assistance or recommendations with respect to suggested Plan funding and contribution levels, Company does not guarantee, represent or warrant that any suggested Plan funding or contribution levels shall be adequate or may not need to be modified or adjusted based upon Plaa participation, Plan design changes, claims experience under the Plan or for other reasons. 3.4 Financial Condition. Upon request of Company, Contractholder shall furnish information about its financial condition reasonably required by Company to determine the ability of Contractholder to meet its financial obligations under this Agreement. 3.5 Plan Documents. The parties acknowledge that, prior to the Effective Date, Contractholder has famished to Company copies of all documents relating to the Plan, including, without limitation, the Plan instrument, the summary plan description, a detailed description of Plan coverage, and employee communications relating to the Plan. Contractholder shall amend any such document, at the request of Company, if the provision to be amended is inconsistent with this Agreement. Contractholder shall be solely responsible for ensuring that all Plan documents comply with applicable Laws and regulations. 3.6 Complaints by Participants. Contractholder shall promptly advise Company of any complaints made by Participants of which Contractholder is awaze that concern the services provided by Company. 3.7 Contractholder's Authority. Contractholder or a fiduciary designated by Contractholder shall retain full discretion and authority to construe and interpret the Plan with respect to all questions regazding the amount and payment of any Plan benefits in accordance with the terms of the Plan. SECTION 4: FUNDING AND PAYMENT OF CLAIMS 4.1 Plan Benefit Account. Contractholder shall maintain in the Plan Benefit Account an amount which shall be sufficient at all times to fund the Checks written on it for payment of Plan benefits and withdrawals by Company for such other fees, expenses, or changes as authorized in this Agreement. Conttactholder authorizes Company to draw upon the Plan Benefit Account amounts representing payments authorized in this Agreement. 4.2 Plan Benef-t Account Charges. Contractholder shall be responsible for all banking costs, fees and charges related to the maintenance and administration of the Plan Benefit Account. 4.3 Plan Benefit Account Reconciliation. Company shall perform all administrative functions necessary for the proper maintenance of the Plan Benefit Account, including a monthly reconciliation of the Plan Benefit Account bank statement. 4.4 Payment of Claims. Company shall issue Checks from the Plan Benefit Account for Plan benefits. Company shall have no obligation to issue Checks from the Plan Benefit Account if there are no or insufficient funds in the Plan Benefit Account. 4.5 Company is Not a Fiduciary or Plan Administrator. Company does not have any discretion in determining the amount and payment of Plan benefits, nor is Company authorized to manage, acquire or dispose of Plan assets on a discretionary basis. Company shall not be deemed to be a named fiduciary under the Plan or a fiduciary for any purpose or for any duties whatsoever. 4.b Underpayment/Overpayment. in no event shall Company be deemed to have a fiduciary obligation to pursue recovery of any incorrect claim payments. In the event Company pays any person less than the amount to which such person is entitled under the Plan, Company shall promptly adjust the underpayment by drawing the additional funds from the Plan Benefit Account. In the event Company overpays any person entitled to benefits under the Plan, or pays benefits to any person not entitled to them, Company or its subcontractor shall take reasonable steps to request return of the overpayment and, except as provided in Section 6, Company shall not initiate court proceedings or other legal action to recover an overpayment. SECTION 5: ENROLLMENT AND ELIGIBILI'T'Y 5.1 Enrollment Responsibilities. Contractholder shall: (a) respond to all routine inquiries from Participants concerning enrollment in the Plan and its terms, conditions, and operations; (b) notify Participants of their right to apply for benefits and supply them with any necessary claim forms and claim filing instructions; (c) notify Participants of their COBRA and conversion rights, if any; and (d) notify Participants of any other rights as required of Contractholder by any applicable Law. 5.2 Eligibility. In determining any person's right to benefits under the Plan, Company shall rely upon eligibility information famished by Contractholder. It is mutually understood that the effective performance by Company under this Agreement shall require that it be advised on a timely basis by Conttactholder of the identity of persons covered under the Plan and the effective date or the termination date of their coverage. 4 5.3 Verificatiou Process. Contractholder shall implement and maintain an enrollment and eligibility verification process which provides Company with Participant eligibility and enrollment information on a timely basis to enable Company to provide services under this Agreement. SECTION 6: FRAUD IDENTIFICATION AND INVESTIGATION 6.1 Fraud Services. (e) Company shall perform the following services intended to idenfify, monitor and report suspected fraudulent, questionable and/or abusive claim practices by third parties (i.e., health care providers, persons covered under the Plan, and/or other persons or entities), that affect the Plan: (i) monitoring of health care providers, as Company deems proper, appropriate or necessary in its commercially reasonable judgment, after obtaining information reasonably indicating that such providers may have engaged in suspected fraudulent, questionable and/or abusive billing practices affecting a Plan claim; (ii) providing atoll-free telephone number for employees to report suspected fraud or abuse related to a Plan claim; and (iii) reporting suspected fraud or abuse related to a Plan claim to appropriate state and/or federal governmental authorities. (f) Company may perform the following additional services as it deems proper, appropriate or necessary in its commercially reasonable judgment: (i) Company may investigate and take steps to collect allegedly overpaid claims due to suspected fraudulent, questionable, and/or abusive claim information submitted to Company by a third party; (ii) Company may investigate and prevent the payment of claims involving suspected fraudulent, questionable, and/or abusive claim information submitted to Company by a third party; and (iii) in a situation in which Company has not identified any suspected fraudulent, questionable, and/or abusive claim practices, Company may nevertheless (1) perform audits of a health care provider to determine whether funds have been paid to such health care provider by Company in connection with a claim that exceeds the actual charges billed by such health care provider, and (2) initiate action to collect any claim overpayments. Company may perform any or all of the services described in this Section 6.1 only with respect to the Plan or in connection with Company's (or any affiliate's) performance of such services with respect to other plans that are or have been administered or insured by Company (or any affiliate), including, without limitation, Company's (or any affiliate's) group or individual insurance policies. Company may retain outside counsel, investigative firms, collection firms, or other parties to assist Company in the performance of its services described in this Section 6.1. 6.2 Standards, Practices and Procedures. Company may utilize such standards, practices and procedures to perform its fraud identification and investigation services herein as it deems proper, appropriate or necessary in its commercially reasonable judgment. 6.3 Claim Overpayments Relating to Fraud Services. Company shall notify Contractholder in the event Company collects any alleged Plan claim overpayments from a third party in accordance with Section 6.1. Company shall not be required to institute legal proceedings in order to seek recovery of any alleged Plan claim overpayments or to prevent the payment of any Plan claims due to suspected fraudulent, questionable, and/or abusive claim information submitted to Company. Nevertheless, Conttactholder explicitly grants Company the authority to pursue, as it deems proper, appropriate or necessary in its commercially reasonable judgment, any action to recover funds in accordance with Section 6.1 or to prevent the payment of claims in accordance with Section 6.1 on behalf of Contractholder, including, without limitation, the filing of a legal action in Company's name, and to settle and/or compromise such claims as Company, in its commercially reasonable judgment, deems proper and appropriate under the circumstances. If Company decides to not investigate and take steps to collect allegedly overpaid Plan claims (e.g., because the estimated cost of investigation will exceed the amount of the overpaid claim), Company shall refer to Contractholder information relating to such allegedly overpaid Plan claims. Contractholder may, at its sole discretion, effort and cost, investigate and take steps to collect any such Plan claim overpayments. 6.4 No Guarantee. Neither this Agreement nor the performance of any of its services under this Section 6 constitutes a guarantee by Company (or any affiliate) that it shall identify or investigate all fraudulent, questionable and/or abusive claim practices by third parties that affect the Plan or a guarantee that Company (or any affiliate) shall be successful in recovering any overpaid Plan claims due to suspected fraudulent, questionable, and/or abusive claim information submitted to Company by third parties. 6.5 Request of Contractholder. Upon request of Contractholder to monitor, investigate or take any action with respect to suspected, fraudulent, questionable and/or abusive claim practices, Company may take such action or no action, as Company in its commercially reasonable judgment deems proper, appropriate or necessary. 6.6 No Fiduciary Obligation. Irm no event shall Company be deemed to have a fiduciary obligation to pursue recovery of any claim overpayments or to identify, investigate, monitor or report suspected, fraudulent, questionable and/or abusive claim practices. SECTION 7: LIMITATIONS 6 7.1 Names. Contractholder shall not alter, use or reproduce, by any means, any logo, trademazk, service mazk or name of Company or any company affiliated with Company, in any advertising, publicity releases, customer lists or otherwise, without the prior written consent of an authorized representative of Company. 7.2 Disobey Laws. Contractholder shall not disobey or violate any applicable Laws. 7.3 Withhold Concurrence. Contractholder shall not unreasonably withhold concurrence so as to impair the efficiency of Company in all matters undertaken by Company which require Contractholder's concurrence. SECTION 8: ADMINISTRATION FEES AND OTHER EXPENSES 8.1 Fees and Expenses. Contractholder shall: (a) pay Company the administration fees and other fees and payments for services performed under this Agreement as set forth in Exhibit 3 and in other provisions of this Agreement. (b) pay or reimburse Company for other charges, fees, taxes, assessments, surchazges, expenses or debts for which Contractholder is responsible under this Agreement including, without limitation, any fees, taxes, assessments, surchazges, debts or expenses imposed upon the Plan or Contractholder by any Governmental Authority. 8.2 Withdrawals from Plan Benefit Account. Company may withdraw from the Plan Benefit Account any amounts which are due and payable to Company in accordance with Section 8.1(x) or Section 8.1(b). 8.3 Time of Payments. Unless Company withdraws amounts in accordance with Section 8.2, Contractholder shall pay Company all amounts which aze due and payable to Company by the end of the month following receipt of Company's billing statement. SECTION 9: LIABILITY AND INDEMNIFICATION 9.1 Provider of Services. In performing its obligations under this Agreement, Company neither insures nor underwrites any liability of Contractholder under the Plan, but acts only as the provider of the services described in this Agreement. 9.2 Defense. Contractholder shall accept the tender of defense and retain the liability for all Plan benefits claims and all expenses incident to the Plan. Company shall have no duty or obligation to defend against any action or proceeding brought to recover a claim for Plan benefits or expenses incident to the Plan. Company shall, however, cooperate with Contractholder in the defense of any matters related to Company's services under this Agreement and shall make available to Contractholder and its counsel such documents or information relevant to such action or proceeding as Company may have as a result of its provision of administrative services hereunder. 9.3 Contractholder's Responsibility. Conttactholder agrees that it retains responsibility for compliance with HIPAA and other federal and state Laws, and for Plan claims and all expenses incident to the Plan, except for the services and expenses specifically assumed by Company in this Agreement. 9.4 Choice of ConnseL In the event of any litigation involving either Company or Contractholder concerning any matter related to the Plan, including, without limitation, any lawsuit for benefits, each party to this Agreement shall retain sole authority to select legal counsel of its choice. 9.5 Reimbursement of Taxes and Otber Charges. Contractholder shall reimburse Company, within thirty (30) days after written demand from Company, for any state premium or similaz tax, or any similar benefit or Plan related chazge, surcharge or assessment, however denominated, including any penalties and interest payable with respect thereto, assessed against Company on the basis of andlor measured by the amount of Plan benefits administered by Company pursuant to this Agreement. Contractholder shall also be responsible for and reimburse Company for any other expense, fee, or chazge, other than those for which Company has specifically assumed responsibility under this Agreement, within thirty (30) days after written demand from Company. 9.6 Contractholder's Direction. Company shall not be liable for any act or failure to act, in the exercise of its powers and performance of its duties hereunder, if the act or failure to act is at the instruction or direction of Contractholder. 9.7 Taz Liability. Company shall not be responsible for any tax liability that may be imposed upon Contractholder or the Plan. SECTION 10: CONFIDENTIAL INFORMATION 10.1 Definitions. For purposes of this Section 10, the following terms have the following meanings. Terms used, but not otherwise defined, in Phis Section shall have the same meaning as those terms set forth in the Privacy Rule. (a) "Confidential Business Information" means all written, oral or electronic nonpublic business or financial information that is designated as confidential in accordance with Section 10.2(c) herein, and all copies thereof, and all analyses, reports, data or other written or electronic documents prepared by a Receiving Party or its Representatives based on, or which contains, any Confidential Business Information and identified as confidential pursuant to Section 10.2(c) hereof. Notwithstanding the foregoing, the term "Confidential Business Information" shall not include any information that (i) fast enters the public domain through means other than direct or indirect disclosure by the Receiving Party in violation of the terms of this Agreement, or (ii) is in possession of the Receiving Party free of any obligation of confidence to the Supplying Party. (b) "Confidential Information" means Confidential Business Information and Confidential Personal Information. 8 (c) "Confidential Personal Information" means all individually identifiable personal information relating to any individual covered under the Plan, including, but not limited to, demographic, medical and financial information, such as name, age, sex, address, social security number, past or present physical and mental health condition and treatment, debt status or history, income and other similaz individually identifiable personal information. The term "Confidential Personal Information" includes, but is not limited to, Protected Health Information. (d) "Privacy Rule" means the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, as may be amended fiom time to time. (e) "Protected Health Information" has the same meaning as the term "protected health information" that is assigned in the Privacy Rule, limited to the information created or received by Company from or on behalf of Contractholder. (~ "Receiving Party" means the party to this Agreement that receives or has access to Confidential Information. (g) "Representative" means, with respect to any party to this Agreement, all officers, directors, employees, agents, consultants, representatives, subcontractors, professional advisors and affiliates of such party. (h) "Supplying Party" means the party to this Agreement that provides or makes available Confidential Information to the other party. 10.2 Confidential Business Information. (a) Confidentiality Agreement. The Receiving Party agrees to retain all Co~dential Business Information in confidence, and shall not use or disclose Confidential Business Information to others except (i) to its directors, officers and employees who aze necessary or appropriate to perform the obligations required of the party hereunder, or (ii) if not otherwise prohibited under this Agreement, to the party's Representatives, for purposes related to the party's performance of its obligations hereunder, provided the Representative is fast informed of the confidential nature of such information and the obligations set forth herein, and agrees to be bound thereby. The Receiving Party shall be responsible to the Supplying Party for a breach of confidentiality by its Representatives. (b) Return of Confidential Business Information. Upon termination of this Agreement, the Receiving Party shall promptly return all Confidential Business Information as directed in writing by the Supplying Party. Upon written request of the Supplying Party, the retum of such information shall be confirmed in writing. If the Receiving Party has post-termination obligations under this Agreement that require continued access to the Confidential Information, the Receiving Party's obligation to return such information shall be extended until such obligations have ended. 9 (c) Identification of Confidential Business Information. All Confidential Business Information in documentary or electronic form shall be identified by a wnspicuous "Confidential" stamp or designation on the cover or first page thereof. All Confidential Business Information disclosed orally shall not be considered confidential and subject to the provisions of this Section, unless, within ten (10) days of the disclosure, the Supplying Party summarizes the oral disclosure in writing, sends the summary to the Receiving Party and identifies such summary to be confidential as forth hereunder. 10.3 Confidential Personal Information. (a) Confidentiality; Return. Except for Protected Health Information, all Confidential Personal Information shall be deemed confidential, with or without designation as such by the Supplying Party, and shall be treated in the same manner as Confidential Business Information, described above in Section 10.2(a) and Section 10.2(b). (b) Confidentiality of Protected Health Information. Throughout the term of this Agreement, Company agrees to protect the confidentiality of Protected Health Information as follows: (i) not use or further disclose Protected Health Information other than as permitted or required by this Agreement or as Required by Law; (ii) use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by this Agreement; (iii) report to Contractholder any security incident of which it becomes awaze and any use or disclosure of Protected Health Information not provided for by this Agreement of which it becomes aware; (iv) mitigate, to the extent practicable, any harmful effect that is known to Company of a use or disclosure of Protected Health Information by Company in violation of the requirements of this Agreement; (v) ensure that any Representative to whom it provides Protected Health Information received from, or created or received by Company on behalf of Contractholder, agrees to the same restrictions and conditions set forth in this Section 10.3(b); (vi) at the request of and in a time and manner agreed to by Contractholder and Company, provide access to Protected Health Information in a Designated Record Set to Contractholder or, as directed by Contractholder, to an Individual in order to meet the requirements under 45 CFR 164.524; (vii) make any amendment(s) to Protected Health Information in a Designated Record Set that Contractholder directs or agrees to pursuant to 45 CFR 10 164.526 at the request of Contractholder or an Individual, and in the same time and manner agreed to by Contractholder and Company; (viii) document such disclosures of Protected Health Information and information related to such disclosures as would be required for Contractholder to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528; (ix) provide to Contractholder or an Individual, in a time and manner agreed to by Contractholder and Company, information collected in accordance with subsection 10.3(b)(viii) herein, to permit Contractholder to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528; (x) make its internal pracfices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by Company on behalf of, Contractholder available to Contractholder, or at the request of Contractholder to the Secretary or their designee, in a time and manner agreed to by Contractholder and Company or a time and manner designated by the Secretary, for purposes of the Secretary determining Contractholder's compliance with the Privacy Rule. (c) Requests for Confidentral Communications. Upon receipt from Contractholder of a reasonable written request signed by an Individual to receive communications of Protected Health Information by alternative means or at alternative locations, Company shall accommodate such request. Company shall not be required to accommodate the Individual's request if the request does not cleazly state that the disclosure of all or part of the Protected Health Information could endanger the Individual. (d) Restrictions on Use and Disclosure of Protected Health Informs&on. Upon receipt from Contractholder of a written request signed by an Individual to restrict uses or disclosures of Protected Health Information about the Individual to carry out treatment, payment activities, or health care operations and disclosures permitted under 45 CFR 164.510(b), Company shall assess its capability to administer the requested restriction, and inform Contractholder if it agrees to the restriction. Company shall not be required to agree to a requested restriction. If a restriction is agreed upon, Company shall not use or disclose Protected Health Information in violation of such restriction. Company shall terminate anagreed-to restriction as directed by Contractholder. An agreed-upon restriction shall not be effective to prevent uses or disclosures pemutted or required under 45 CFR 164.502(ax2)(ii) or 164.512. Company shall document restrictions in accordance with 45 CFR 164.530(j). (e) Use or Disclosure of Protected Health Information for Emergency Treatment. Notwithstanding any restriction on Company's use or disclosure of Protected Health Information, if the Individual who requested the restriction is in need of 11 emergency treatment and the restricted Protected Health Information is needed to provide the emergency treatment, Company may use the restricted Protected Health Information, or may disclose such information to a health care provider, to provide such treatment to the Individual. If restricted Protected Health Information is disclosed to a health care provider for emergency treatment under this Section 10.3(e), Company shall request that such health care provider not further use or disclose the information. (f) Privacy-Related Complaints. Upon receipt from Contractholder of a written complaint by an Individual concerning Company's compliance with its obligations described in this Section, Company shall take reasonable actions to investigate the basis for the complaint and attempt to resolve the complaint. Company shall not be required to incur any legal or other expense in investigating or attempting to resolve a complaint. Notwithstanding the foregoing, Company shall refer to Contractholder for handling any complaint or other matter that Company determines involves: (a) a threat of lawsuit or other legal or regulatory action, (b) any complaint involving Protected Health Information that is not in a Designated Record Set maintained by Company, or (c) any complaint involving acts or omissions of a person other than Company. Company shall document all complaints received, and their disposition, if any, in accordance with the requirements of 45 CFR 164.530(j). (g) Use or Disclosure ojProtected Health Information. Except as otherwise limited in this Agreement, Company may: (i) use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, Conttactholder as specified in this Agreement, if such use or disclosure would not violate the Privacy Rule if done by Contractholder; (ii) use or disclose Protected Health InfomZation for the proper management and administration of Company or to cazry out its legal responsibilities, including, without limitation, disclosure of Protected Health Information to a public health authority as required by state or federal Law; (iii) use or disclose Protected Health Information for the proper management and administration of Company, provided that the uses and disclosures are Required by Law, or Company obtains reasonable assurances from the entity or person to whom the information is disclosed that it will remain confidential and be used or disclosed only as Required by Law or for the purpose for which it was disclosed to the entity or person, and the entity or person notifies Company of any instances of which it is awaze in which the confidentiality of the Protected Health Information has been breached; (iv) use Protected Health Information to provide Data Aggregation services to Contractholder as pemutted by 45 CFR 164.504(e)(2)(i)(B); 12 (v) use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR 164.502(j)(1); (vi) disclose Protected Health Information relating to payment under, health caze operations of, or other matters pertaining to the Plan to any employee or other person or entity described in subsection 10.3(h)(iii) herein. (h) Obligations of Contractholder. (i) Contractholder certifies that it has amended its Plan documents to incorporate the provisions described in 45 CFR 164.504(fx2) and that it shall comply with such provisions; (ii) Contractholder shall provide Company with a copy of the notice of privacy practices for Protected Health Information that Contractholder is required to furnish to Individuals in accordance with 45 CFR 164.520. Company shall not be required to comply with any duties of Contractholder or Company described in such notice that are not described in this Agreement unless Company agrees in writing to such duties. Any such agreement shall be documented in a written amendment to this Agreement. (iii) Contractholder shall famish Company with the names of those employees or classes of employees, other persons under the control of Contractholder or other persons or entities who aze authorized to receive Protected Health Information on behalf of the Plan from Company. Additionally, Contractholder authorizes Company to disclose Protected Health Information to persons or entities as Required by Law or as directed by Contractholder. Notwithstanding any other provision in this Agreement, Contractholder shall indemnify, defend and hold Company harmless for any liabilities, claims, demands, suits, losses, damages, costs, obligations and expenses, including, without limitation, attorneys' fees, court costs and punitive or similaz damages, incurred by Company which result from Company's disclosure of Protected Health Information to any such employees or other persons or entities or further disclosure of Protected Health Information by any such employees or other persons or entities. (iv) Contractholder shall not request Company to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Contractholder; (v) Contractholder shall notify Company of any limitation(s) in its notice of privacy practices of Contractholder in accordance with 45 CFR 164.520, to the extent that such limitation may affect Company's use or disclosure of Protected Health Information; (vi) Contractholder shall notify Company of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health 13 Information, to the extent that such changes may affect Company's use or disclosure of Protected Health Information; (vii) Contractholder shall notify Company of any restriction to the use or disclosure of Protected Health Information that Contractholder has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Company's use or disclosure of Protected Health Information. 10.4 Termination. (a) Termination for Violation ojConfulentutl Personal Injormation Provisions. In addition to any other termination provisions contained in this Agreement, upon either party's knowledge of a material breach by the other party of a term of Section 103, the nonbreaching party shall either: (i) provide an opportunity for the breaching party to cure the breach or end the violation and terminate this Agreement if the breaching party does not cure the breach or end the violation within the time specified by the nonbreaching party; (ii) immediately terminate this Agreement if the breaching party has materially breached a term of this Section and cure is not possible; or (iii) if neither termination nor cure is feasible, with respect to a material breach by Company, Contractholder shall report the violation to the Secretary. (b) Termination for Violation of Confidential Business Information Provisions. Notwithstanding Section 14 herein, the parties agree that the Supplying Party may terminate this Agreement effective immediately upon written notice to the Receiving Party if the Receiving Pariy has violated the terms of Section 10.2. (c) Effect of Termination. Upon termination of this Agreement, for any reason, Company shall promptly return or destroy all Protected Health Information as directed by Contractholder and retain no copies. This provision shall also apply to Protected Health Information that is in the possession of subcontractors or agents of Company. In the event that Company determines that returning or destroying the Protected Health Information is not feasible, Company shall provide to Contractholder notification of the conditions that make the return or destruction not feasible. If return or destruction is not feasible, Company shall extend the protections of this Agreement to the Protected Health Information and limit further uses and disclosures of the Protected Health Information to those purposes that make the return or destruction not feasible, for so long as Company maintains the Protected Health Information. 10.5 Amendments. The parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Contractholder to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act, Public Law 104-191. 14 10.6 Disclosures Required by Law or a Governmental Authority. If a party is required to disclose Confidential Business Information in response to legal process or a Governmental Authority, the party against whom disclosure is sought shall immediately notify the other party and, upon request, cooperate with the other party in connection with obtaining a protective order. The party against whom disclosure is sought shall furnish only that portion of the Confidential Business Information which it is legally required to disclose and shall use commercially reasonable efforts to ensure that confidential treatment shall be accorded such Confidential Business Infonnation. Contractholder agrees to immediately notify Company of an open records request that may include Confidential Information in order For Company to asses any objections to the disclosure of such information. Contractholder agrees not to disclose any Confidential Information until a final determination has been made regazding the objections asserted by Company with regazd to the open records request. 10.7 Equitable Relief. The Receiving Party acknowledges the Confidential Information it receives is confidential and/or proprietary to the Supplying Party, that disclosure thereof could be seriously harmful to the business prospects of the Supplying Party, that the Supplying Party may not have adequate remedies at law for a breach of the confidentiality obligations hereunder and that money damages may be difficult or impossible to detemrine. Accordingly, each party agrees, in addition to all other remedies available at law, that an aggrieved party is entitled to (a) seek and obtain equitable relief, including injunctive relief, and (b) reimbursement of all attorneys' fees and court costs. 10.8 Material Obtigatioo/SurvivaL Each obligation contained in this Agreement p wining to the confidentiality, use or disclosure of Confidential Information is deemed to be a material obligation of the parties hereunder and shall survive the ternunation of this Agreement. 10.9 Interpretation. In the event of an inconsistency or conflict between the provisions of this Agreement and mandatory provisions of the Privacy Rule, as may be amended from time to time, the Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the Privacy Rule, but are nonetheless pernritted by the Privacy Rule, the provisions of this Agreement shall control. SECTION 11: INSPECTION OF BOOKS AND RECORDS 11.1 Maintenance of Records. Contractholder shall keep regulaz and accurate records of all transactions related to this Agreement during the term of this Agreement and for at least two (2) years thereafter. 11.2 Access to Rewrds. During the term of this Agreement and for two (2) years thereafter, subject to the provisions of Section 10, Company or its representative shall have the right, during normal business hours and with at least seven (7) days' advance written notice, to inspect, audit and make copies from the books and records of Contractholder related to this Agreement, including, without limitation, the Plan's governing documents. 15 11.3 Audit. Subject to the provisions of Section 10, Contractholder may audit Company compliance with its obligations under this Agreement, and Company shall supply Contractholder with reasonable access to information required or maintained by Company in performing services under this Agreement. Company shall be required to supply only such information which is in its possession and which is reasonably necessary for Contractholder to administer the Plan, provided that such disclosure is not prohibited by any third-party contracts to which Company is a signatory or any requirements of Law. Contractholder hereby represents that, to the extent any disclosed information contains Confidential Personal Information about a Participant, the Participant has authorized Contractholder or Contractholder otherwise has the legal authority to have access to such information. Contractholder shall give Company at least seven (7) days' advance written notice of its intent to perform such an audit and its need for such information and shall represent to Company that the information that shall be disclosed therein is reasonably necessary for the administration of the Plan. All audits and information disclosures shall occur at a reasonable time and place at Contractholder's expense. Contractholder shall reimburse Company for costs incurred by Company with respect to any audits. Contractholder may designate a representative acceptable to Company to conduct or participate in the audit, or to receive access to such information, provided that Contractholder and the representative enter into a written agreement with Company under which the representative agrees to use any disclosed information solely for purposes of administering the Plan, to keep such information confidential and not to disclose the information to any other entity or person. SECTION 12: MODIFICATION OF THIS AGREEMENT 12.1 Revisions. Company shall have the right to revise this Agreement, including, without limitation, any administration fee or other fee or payment described in Exhibit 3: (a) on any anniversary of the Effective Date, provided at least thirty (30) days' advance written notice has been given by Company; (b) on the date of any modification or amendment of the Plan or Company's administrative duties; (c) on or aRer the date the number of participants covered under the Plan increases or decreases by 10% or 100 participants, whichever number is less; (d) on the date this Agreement has terminated in the event Company continues to process claims in accordance with Section 14.5 herein; (e) on the date of any merger or consolidation, or acquisition or divestiture (through stock, assets or exchange) of all or part of a business enterprise affecting Contractholder's employee population; or 16 (f) on or after the date on which any Law is enacted, issued, amended, or enforced that, in the sole discretion of Company, materially increases Company's potential or actual liability arising out of or related to Company's services or duties hereunder. 12.2 Modification of Agreement. Any modification of this Agreement, including, without limitation, any administration fee, pursuant to this Section 12 shall be made by written notice to Contractholder by Company. If Contractholder pays such revised administration fee or fails to object to any other modification in writing within fifteen (15) Business Days of receipt of notice, this Agreement shall be deemed modified to reflect the modification as communicated by Company. 12.3 Termination of Specific Services. Notwithstanding anything to the contrary in this Agreement, either party may terminate Company's performance of COBRA billing and collection services or any or all medical management services hereunder upon thirty (30) days' advance written notice thereof. In such event, any provisions in this Agreement relating to the terminated services shall no longer apply, but the remaining provisions of this Agreement shall remain in effect. At Company's option, Company may immediately terminate utilization management services, by providing written notice thereof to Contractholder, in the event an agreement between Company and a subcontractor terminates, or a subcontractor is otherwise unable, unwilling or fails to provide utilization management in accordance with this Agreement. In such event, the remaining provisions of this Agreement shall remain in effect. SECTION 13: MODIFICATION OF PLAN Any proposed modification or amendment of the Plan shall be communicated in writing by Contractholder to Company. Implementation of any modification or amendment shall be mutually agreed upon by Contractholder and Company and shall be evidenced by an amendment to this Agreement. The term "Plan" as used in this Agreement shall include each such modification or amendment as of the implementation date agreed upon by the parties. SECTION 14: TERM AND TERMINATION 14.1 Initial Term. This Agreement shall take effect on the Effective Date and shall remain in effect for a period of one (1) yeaz unless terminated eazlier as provided in this Section 14. 14.2 Renewal of Agreement. This Agreement shall automatically renew for successive one (1) yeaz periods, unless either Company or Contractholder gives to the other party at least sixty (60) days' advance written notice of its intention to terminate at the end of the initial term or the current renewal term, or unless this Agreement is otherwise terminated as provided in this Section 14. 14.3 Termination. This Agreement shall terminate upon the earliest of the following dates: 17 (a) the date specified in a written notice from one party to the other party of its intention to terminate, without cause, provided notice is given at least thirty (30) days prior to the specified date; (b) the date specified in a written notice from one party to the other party that the other party has breached any of its material obligations under this Agreement, including, without limitation, Contractholder's obligation to pay administration fees to Company or to reimburse Company for any fees, expenses, chazges, taxes, assessments, or surcharges in accordance with this Agreement; (c) the date on which the Plan terminates; (d) at the option of Company, the date upon which Company notifies Contractholder that this Agreement shall terminate due to: (i) negligence, fraud or embezzlement on the part of Contractholder, its employees or agents as deemed to have occurred in Company's judgment; (ii) sale of controlling interest in Contractholder, which has not received at least thirty (30) days' advance written approval of Company; (iii) Contractholder's failure to maintain in the Plan Benefit Account sufficient funds to pay claims under the Plan; (iv) Contractholder's failure to accept a change in this Agreement, including, without limitation, a change to the administration fees payable hereunder; (v) Contractholder's failure to pay Company any monthly administration fee or other payment described in this Agreement by the end of the month in which the fee or payment is due; or (vi) Contractholder's failure to abide by the terms of this Agreement; or (e) any other date mutually agreeable to Contractholder and Company. 14.4 Termination of Claims Processing. Upon termination of this Agreement, Company shall immediately cease the processing of all Plan claims (except for claims described in Section 14.5 herein) and the performance of all other services hereunder (except as otherwise provided in this Agreement). 14.5 Claims Processing after Termination. Company shall continue to process Plan claims which were incurred prior to termination in accordance with this Agreement for a period of twelve (12) months following ternnation of this Agreement in accordance with Section 14.3(a) or Section 14.3(f) herein, if (a) at least ten (10) days prior to termination Contractholder notifies Company in writing that it wishes Company to continue such services and (b) Contractholder pays Company, on or before the date of termination of this Agreement, a lump sum claim processing fee equal to the greater of: 18 (a) 25% of the annualized administration fees described in Section 1 of Exhibit 3 in effect immediately prior to the date of termination, calculated by taking the average total monthly administration fees billed for the three (3) month period preceding the termination date multiplied by 12, and then multiplying this sum by .25; or (b) 25% of the annualized renewal administration fees projected by Company for the next twelve (12) month period, calculated by taking the total projected monthly renewal administration fees multiplied by 12, and then multiplying this sum by .25. In the event Company continues to process Plan claims in accordance with this Section 14.5, all other terms and conditions of this Agreement which would have been applicable if this Agreement continued to be in effect shall continue to apply. 14.6 Return of Claim Files. Contractholder may, within three (3) years after termination of this Agreement, request in writing that Company send Contractholder any existing Plan claim files that Company holds in hard-copy form or stores electronically on magnetic tape. Company shall charge Contractholder: (a) $1,000.00 for each magnetic tape which is provided by Company tc Contractholder in Company's standazd format for each type of Plan coverage; plus (b) $115.00 an hour for Company's cost of programming and $115.00 an hour for computer time for providing Plan claim records; plus (c) a chazge, determined by Company, for the retrieval of hazd copy documents from archival records as may be requested by Contractholder. 14.7 Remedies. If either party temunates this Agreement due to the other party's breach of its material obligations under this Agreement, the non-breaching party may pursue any other rights or remedies available to it at law or in equity. 14.8 Fraud Identification and Investigation Services after Termination of Agreement. In the event of termination of this Agreement or the modification of this Agreement resulting in the temunation of any or all of the services described in Section 6, Company shall have the right, in its sole discretion, to perform any or all of the services described in Section 6 with respect to matters which arose before the date of termination. In such event, the fee and expense reimbursement described in Section 2 of Exhibit 3 shall continue to apply, notwithstanding that the Agreement has terminated. in the event Company continues to provide such services, all other terms and conditions of this Agreement which would have been applicable if this Agreement continued to be in effect shall continue to apply. 14.9 Prorated Premium/Fees: If, in addition to this Agreement, Contractholder has any other service agreement ("Service Agreement"), insurance policy ("Policy") or group health maintenance organization contract ("Contract") with Company or any affiliate of Company, and the premium/fee is not paid in full during the grace period for any Policy 19 or Contract or an administration fee or other payment described in this Agreement or a Service Agreement is not paid by the required due date, the total amount of premium and fees paid pursuant to this Agreement and each Policy, Contract and Service Agreement during the month in which the premium fee is not paid in full ("the Delinquent Month") will be allocated to this Agreement and each Policy, Contract and Service Agreement on a pro-rata basis. The amount of premium and fees allocated to this Agreement and each Policy, Contract, and Service Agreement will be detemuned by multiplying (a) the amount of fees due pursuant to this Agreement and each Service Agreement during the Delinquent Month and the amount of premium due for each Policy and Contract during the Delinquent Month by (b) the percentage equal to (i) the total amount of premium and fees paid pursuant to this Agreement and each Policy, Contract and Service Agreement during the Delinquent Month divided by (ii) the total amount of premium and fees due pursuant to this Agreement and each Policy, Contract and Service Agreement during the Delinquent Month. Contractholder and Company acknowledge and agree that the method of allocating premium and fees described in this provision will result in: (a) the full amount of fees not being paid pursuant to this Agreement and each Service Agreement by the required due date and (b) the full amount of premium not being paid pursuant to each Policy and Contract during the grace period for each Policy and Contract. Accordingly, notwithstanding anything to the contrary in this Agreement or any Policy, Contract or Service Agreement, the following will occur: (a) Any Policy or Contract will automatically terminate on the date described in the Policy or Contract for non-payment of premium; and (b) This Agreement and any Service Agreement will automatically terminate at the end of the Delinquent Month. SECTION 15: GENERAL PROVISIONS 15.1 Governing Law. This Agreement shall be governed by applicable federal Law and, to the extent that state Law applies, this Agreement shall be governed by the Laws of the State of Texas, without regazd to that State's principles of conflicts of law. Should any provision of this Agreement require judicial interpretation, the parties agree and stipulate that the court interpreting or considering this Agreement shall not apply any presumption that the terms of this Agreement shall be more strictly constmed against a party who itself or through its agents prepared this Agreement. The pazties acknowledge that all parties hereto have participated in the preparation of this Agreement, either through drafting or review, and that each party has had full opportunity to consult legal counsel of choice before execution of this Agreement. 15.2 Third Party Bene£ciaries. This Agreement is for the benefit of Contractholder and Company and not for any other person or entity. 20 15.3 Headings. The headings of the various sections and subsections of this Agreement aze inserted merely for convenience and do not, expressly or by implication, limit or define or extend the specific terms of the section or subsection so designated. 15.4 Conformance. Any terms or conditions of this Agreement that violate, conflict with or do not comply with any applicable Law shall be amended to conform to such Law. The parties hereto shall immediately amend this Agreement as required by applicable Law. 15.5 No Waiver. Failure of either party to enforce any provision of this Agreement shall not operate to waive or modify such provision or render such provision unenforceable. 15.6 No Change. No modification or amendment of this Agreement shall be valid unless approved in writing by an officer of Company. 15.7 No Assignment. Services to be provided by Company under this Agreement may be performed in whole or in part by Company, by any of its affiliates, or by any subcontractor selected by it or by such affiliates. Except as set forth in the preceding sentence, neither party may assign or delegate any of the rights and obligations hereunder to any third patty without the prior written consent of an officer of the other P~Y• 15.8 Severability. In the event any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in effect. 15.9 Entire Agreement. This Agreement, including the Recitals, the Exhibits, and any amendments to the Agreement or the Exhibits, constitutes the entire agreement between the parties. All prior agreements, whether oral or written, between Company and Contractholder relating to the subject matter of this Agreement aze hereby declared null and void. 15.10 Independent Contractor. The only relationship between Contractholder and Company is the contractual relationship established by this Agreement. Company is an independent contractor and not an employee of Contractholder. None of the terms of this Agreement shall be consWed ascreating anemployer-employee relationship. Company's authority shall be limited to that which is expressly stated in this Agreement. 15.11 Force Majeure. Company shall not be liable for any failure to meet any of the obligations or provide any of the services specified or required under this Agreement where such failure to perform is due to any contingency beyond the reasonable control of Company, its employees, officers, or directors. Such contingencies include, without limitation, acts of God, fires, wars, accidents, and labor disputes or shortages. 15.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instnunent. 15.13 Notice. Any notice required or permitted under this Agreement shall be in writing and personally sent by Certified Mail with all postage prepaid or by express mail delivery 21 organization or overnight comer or by facsimile upon actual receipt, addressed as set forth below or to such other address as either party may hereafter notify the other party in writing. To Contractholder: KERB COUNTY Kerr County Judge 700 Main St. Kerrville, TX. 78028 ATTN:Pat Tinley Facsimile: 8 3 0/ 7 9 2/ 2 218 To Company: United of Omaha Life Insurance Company Mutual of Omaha Plaza Omaha, NE 68175 ATTN: Cory Michel, FSA, MAAA Vice President, Health Risk Management Facsimile: (402) 351-2553 15.14 Interest. Interest will accrue on any amount due under this Agreement, which has not been paid within thirty (30) days of receipt of written demand for such amount, at the rate of one (1) percent per month, or the highest rate permitted by Law, whichever is lower. 15.15 Survival. Termination of this Agreement shall not terminate the rights or liabilities of either party arising prior to termination, including, without limitation, any rights or liabilities under Section 9. This Agreement has been duly executed in duplicate by the parties as of the dates set forth below. KERB COUNTY UNITED OF OMAHA LIFE INSURANCE COMPANY Typed Name: Cory Michel, FSA, MAAA Title: Vice President. Health Risk Management 22 EXHIBIT 1 CLAIMS SERVICES Claims Processin¢ Claims Handling Facilities. Company shall provide claims handling administration facilities, famish personnel and establish procedures, including claim files and systems, for processing Plan claims. 2. Eligibility. Company shall determine claimant eligibility for Plan coverage based upon eligibility and enrollment information provided to Company by Contractholder. 3. Claims Processing. Company shall process claims for benefits under the Plan which aze incurred by a Participant on or after the Effective Date, but before the date of termination of this Agreement. Unless continued pursuant to Section 14.5 of this Agreement, or as provided for elsewhere in this Agreement, all claims processing and other services of Company under this Agreement shall cease as of the date of termination of this Agreement, regazdless of the date the claims were incurred. 4. Benefit Determinatlon. Provided that claims for Plan benefits are submitted to Company in an electronic or paper form that is satisfactory to Company, Company shall determine whether a benefit is payable under the Plan for claims submitted to Company by Participants or health care providers. 5. Determination to Pay Benefits. If it is determined that a benefit is payable, Company shall issue a Check for the benefit payment to the appropriate payee and send an explanation of benefits or payment form to the payee. Company shall prepare claim payments on Plan Benefit Account Checks. 6. Determination to Deny Benefits. If Company detemunes that all or a part of the benefit is not payable under the Plan, Company shall notify the claimant of the denial and of the claimant's right to appeal the denial. Claim Forms and Checks. Company shall print and pay the cost of all necessary Plan claim forms and Plan Benefit Account Checks. 8. Phone Number. Company shall make available atoll-free customer service telephone number for Plan claimants. 9. Audits. Company shall perform a periodic audit of claims processing activities in a manner agreed to by Company and Contractholder to determine the quality of claims adnnistration. 10. Referrals to Contractholder. Notwithstanding anything to the contrary in this Exhibit, Company shall refer to an appropriate named fiduciary designated by Contractholder, for the purpose of allowing such party to review and make benefits and appeals decisions, any class of claims specified in writing by Contractholder or any claim or other matter i-i that Company determines involves: (a) a threat of lawsuit or other legal or regulatory action, (b) a threat of disclosure to the media, (c) the exercise of discretion in making a benefits decision, or (d) any request for an exception to the terms of the Plan. An appropriate named fiduciary designated by Contractholder shall have the discretion, authority, and responsibility to construe and interpret the terms of the Plan, and to make factual decisions and final and binding determinations concerning availability of Plan benefits. 11. Use of Discouuted Charge. Company shall determine claims under the Plan and any deductible, copayment (based upon percentage of chazges), coinsurance and benefit maximums as described in the Plan based on the Discounted Charge. If a Participant is required to make a copayment (not based on a percentage of chazges) in order to receive a covered service (other than prescription drugs or supplies), the Participant will pay the lowest of (a) the copayment, (b) the Discounted Chazge, or (c) the provider's billed charge, subject to any applicable usual and customary charge or allowable chazge limitation. If a Participant is required to make a copayment (not based on a percentage of charges) in order to receive a covered prescription drug or supply, the Participant will pay the lower of (a) the copayment or (b) the pharmacy's chazge. For purposes of this provision, "pharmacy's chazge" means the price or fee that would be charged by the pharmacy to the Participant for a prescription drug or supply in a cash transacfion on the date the prescription drug or supply is furnished or dispensed. Claims Anneals 1. Company's Review. If Company denies a Plan benefit claim, Company shall notify the claimant in accordance with the Plan requirements, including, without limitation, a description of the Plan's review or appeal procedure, including applicable time limits. 2. First Level Appeal. If, after review of an initial benefits denial appeal, Company determines that the benefit is available or is not available under the Plan, Company shall notify the claimant of the appeal decision and of the claimant's right to a second level appeal. 3. Second Level Appeal. All fmal decisions for second level appeals will be made by an appropriate named fiduciary designated by Contracthoider for the purpose of allowing such party to perform a fiill and fair review of the claim and the adverse benefit deternunation. If a second level appeal request is received by Company, Company shall review the appeal and make a recommendation as to whether the benefit is available or is not available under the Plan. Company shall communicate its recommendation to Contractholder and provide to Contractholder all documentation necessary to allow the appropriate named fiduciary to perform its review. Coniractholder shall communicate the appropriate named fiduciary's appeal decision to Company. Promptly after receipt of such information from Contractholder, Company shall notify the claimant of the second level appeal decision. ~-z 4. Compliance with Plan. All appeals and notices shall be handled in accordance with the requirements of the Plan. 5. Disposition of Claims. An appropriate named fiduciary designated by Contractholder shall make all final decisions on appeals and Plan claims referred by Company and advise Company as to their disposition. 6. Referrals to Contractholder. Tn no event will Company make any appeal decision in which the exercise of discretion would be involved. In such cases, Company will refer such claims to an appropriate named fiduciary designated by Contractholder for the purpose of allowing such party to make the appeals decision. l-3 EXHIBIT 2 CONTRACTHOLDER'S RESPONSIBILITIES 1. Contractholder shall ensure that the Plan, including, without limitation, any summary plan description or benefit certificatelbooklet furnished to Participants, accurately and completely describes the claim appeal process. 2. Contractholder shall provide Company with five (5) calendar days' prior notice of a Participant's ineligibility for coverage under the Plan. Contractholder agrees that, in the event Company is not given such prior notice of a Participant's ineligibility, Contractholder shall fund the claims of such person if Company authorized the payment of claims during this period, even if such person is no longer eligible for Plan benefits during this period. Contractholder shall: (a) submit to Company, along with Contractholder's next administration fee payment, in a format mutually agreed upon, the following information for HIPAA certification administration: (i) names and ID numbers of covered employees; (ii) addresses (including street address, city, state and zip code) of covered employees; (iii) names and ID numbers of covered dependents; (iv) addresses (including street address, city, state and zip code) of covered dependents, if different from covered employee's address; (v) covered dependents' dates of birth; (vi) covered dependents' relationships to covered employee; (vii) covered dependents' marital status; (viii) effective date of coverage for covered employees and dependents. When anew employee or dependent becomes covered under the Plan, Contractholder shall submit to Company the information described above with respect to such person at the time the first administration fee payment is made relating to the period during which such person was first covered; (b) within 72 hours after a covered employee's or dependent's coverage under the Plan ceases, except for COBRA continuation coverage, or within 72 hours after receipt of a request from Company or an individual who has lost coverage under the Plan, provide Company with the following information: 2-1 (i) name and address of the covered employee or dependent whose coverage terminated; (ii) identification number of the covered employee; (iii) names of any dependents to whom the certificate of creditable coverage applies; (iv) date waiting period or affiliation period (if any) began; (v) date coverage began; (vi) date coverage ended (or advise if coverage is continuing as of the date information is provided); (vii) address of dependents if different from covered employee's address; and (viii) all other information needed by Company to furnish certificates of creditable coverage in accordance with the requirements of HIPAA; (c) Contractholder shall provide the information described in Section 3(a) and Section 3(b) above to Company by registered or certified mail or by facsimile, addressed as set forth below (or at such other address as may be provided by Company): Mutual of Omaha Insurance Company Mutual of Omaha Plaza Omaha, Nebraska 68175 Attention: SP -Group Premium Administration - HIPAA Facsimile: (402) 351-5859 4. Contractholder agrees: (a) as long as this Agreement is in force, it shall not negotiate or arrange or contract in any way for rebates from any manufacturer for prescription drug services dispensed to persons covered under the Plan in connection with and for the term covered by this Agreement; (b) not to disclose confidential and proprietary information of Express Scripts, Inc. (hereinafter referred to as "ESP') except to its employees or agents as necessary to fulfill its obligations and the purposes of this Agreement, or as required by Law; (c) to grant ESI permission to use drug and related data of persons covered under the Plan in anon-identifiable form for research, analysis and cost comparison purposes, if confidentiality of persons covered under the Plan is thereby maintained in accordance with applicable Laws; z-z (d) to use only those written materials for persons covered under the Plan prepazed by Company to describe ESI and its services. Contractholder agrees that its Plan shall use the drug price file and maximum allowable cost list of ESI; (e) that ESI shall negotiate with retail pham~tacies regazding reimbursement rates for prescription drugs and related services for pharmacies participating in its networks; and (f) that ESI receives income from the provision of data and related services to drug manufacturers, including those participating in the ESI Manufacturer Rebate Program, that shall be retained by ESI, and such income may be based partly on the volume of covered prescription drugs provided to persons covered under the Plan. If conversion coverage is available under the Plan, Contractholder shall be solely responsible for arranging and paying for any such conversion coverage. Company shall have no responsibility and will not arrange, offer or provide any such conversion coverage. 6. Contractholder agrees that it shall include the following provisions in the summary plan description for its Plan: United of Omaha Life Insurance Company (United) has contractual arrangements with Preferred Providers and other health caze providers, provider networks, pharmacy benefit managers, and other vendors of health caze services and supplies ("Providers"). In accordance with these arrangements, certain Providers have agreed to Discounted Chazges. A "Discounted Chazge" is the amount that a Provider has agreed to accept as payment in full for covered health care services or supplies. A "Discounted Charge" does not include pharmaceutical rebates or any other reductions, fees or credits a Provider may periodically give United. United will retain those amounts that are not "Discounted Charges". However, United has estimated the amount of such rebates, reductions, fees and credits and has taken those into consideration in setting the fees chazged to provide services for this Plan. Claims under the Plan and any deductible, copayment (based upon percentage of charges), coinsurance and benefit maximums as described in the Plan will be determined based on the Discounted Chazge. Contractholder agrees to include in the summary plan description for its Plan describing the application of copayments, Discounted Charges and pharmacy/provider charges the following language, as applicable, in substantially the same form as set forth below: Laneua¢e for Major Medical Benefits: 2-3 If You or Your dependents are required to make a Copayment (not based on a percentage of charges) in order to receive a Covered Service, You or Your dependent will pay the lowest of: (a) the Copayment; (b) the Discounted Chazge; or (c) the provider's billed chazge, subject to any applicable Usual and Customary Chazge or A1lowable Charge limitation. Language for Outpatient Prescription Dru¢ Benefits: If You or Your dependents aze required to make a Copayment (not based on a percentage of chazges) in order to receive a covered prescription drug or supply, You or Your dependent will pay the lower of: (a) the Copayment; or (b) the pharmacy's chazge. For purposes of this provision, "pharmacy's charge" means the price or fee that would be charged by the pharmacy to You or Your dependent for a prescription drug or supply in a cash transaction on the date the prescription drug or supply is furnished or dispensed. S. Contractholder agrees to include in the summary plan description for its Plan a definition describing the Facility Charge Allowance feature using the following language, as applicable, in substantially the same form as set forth below: Facility Charge Allowance means the maximum amount payable under the Plan for certain facility chazges related to inpatient and outpatient services at anOut-of-Network Provider, as determined as follows: (a) Charges for Inpatient Services. The Facility Charge Allowance for services provided by a Facility who is anOut-of-Network Provider which exceed a minimum dollaz amount of $1,500 and are associated with any inpatient stay at a Facility in which confinement is more than twenty-four (24) hours will be limited to the amount calculated by using the Facility Chazge Database. In no event will the Facility Chazge Allowance exceed the amount billed to Us or the amount for which the Insured Person is responsible. (b) Charges for Outpatient Services. The Facility Charge Allowance for services provided by a Facility who is anOut-of-Network Provider which exceed a minimum dollaz amount of $250 and are associated with any outpatient service at a Facility in which confinement is less than twenty-four (24) hours will be limited to the lesser of: (1) the 75'" percentile identified on the Outpatient Chazges Database, or (2) the amount calculated by using the Facility Chazge Database. In 2-0 no event will the Facility Charge Allowance exceed the amount billed to Us or the amount for which the Insured Person is responsible. For multiple or bilateral outpatient surgeries performed during the same operative session, the Facility Chazge Allowance will be further adjusted as follows: (i) 100% of the Facility Chazge Allowance for the highest cost procedure; (ii) 25% of the Facility Chazge Allowance for the second highest cost procedure; and (iii) 10% of the Facility Chazge Allowance for each additional procedure. The Insured Person may be responsible for amounts that exceed the Facility Chazge Allowance. If the Facility Chazge Allowance is less than the amount charged by the Out- of-Network Provider, or less than the amount the Insured Person is responsible for, the Insured Person may be responsible for the difference. If the Insured Person is asked to pay this difference by the Out-of-Network Provider, and if requested, We will attempt to reduce the amount the Insured Person may owe to the Out-of-Network Provider. If Our attempts are unsuccessful, the Insured Person may still be responsible for the difference. Facility or Facilities means, for purposes of determining the Facility Chazge Allowance and for use in the Facility Chazge Database and Outpatient Chazges Database definitions, a Hospital, Birthing Center, Hospice Care Facility, Skilled Nursing Facility, or any other fi~ee standing facility. Facility Charge Database means a commercially available database and softwaze program selected by Us that provides information about the inpatient and outpatient cost and charges for Facilities. The database supplier uses the cost accounting method for Facilities established and used by Medicare as the basis to calculate cost to charge ratios for various inpatient and outpatient services provided by Facilities. Those ratios are then used as the basis for the formula to calculate the Facility Charge Allowance for certain services provided by Out-of Network Providers that are Facilities. Expenses may not exceed the Facility Chazge Allowance Charge as determined in accordance with the Facility Chazge Database. The Facility Charges Database will be updated by the database supplier, up to twice each yeaz. We may discontinue use of, or substitute or replace the database with one of comparable purpose, with or without notice. Outpatient Charges Database means commercially available chazge information databases selected by Us which use charge information databases that provide historical information about charges billed by Facilities on an outpatient basis by selected procedure codes and geographic categories, all as determined and adjusted by the database supplier. The Outpatient Chazges Database will be updated by the database supplier, up to twice each yeaz. We may discontinue use of, or substitute or replace any database with one of compazable purpose, with or without notice. z-s EXHIBIT 3 COMPENSATION AND PAYMENTS 1. Administration Fees. Contractholder shall pay Company by the end of the month following receipt of Company's monthly billing statement a monthly administration fee equal to: (a) the following total fee(s) for each employee and retiree and each COBRA qualified beneficiary billing address each month covered under the medical plan during the periods stated below, made up of the following subfees: (i) Class Description: A1101-All eligible active employees (ii) Class Description: R001-All eligible retirees Plan Period(s) .................................................. 1/1/2005 to 12/31/2005 1/1/2006 to 12/31 /2006 Claims administration and access to the Medical S ial Network $19.90 $25.05 Managed Care Network access (other than Medical S ial Network access $2.49 $2.61 Medical Management Services (other than the Disease Man ement Pro $2.40 $2.95 Disease Man ement Pro $1.91 $2.01 IIIPAA Administration Services $0.30 $0.30 COBRA Bill' and Collection Services $0.50 $0.50 TOTAL FEE CHARGED $27.50 $33.42 2. Fees for Fraud Services. (a) Contractholder shall be responsible for and pay to Company the following additional fees and expense reimbursement for Company's fraud identification and investigation services provided in accordance with this Agreement: (i) To the extent Company (or any affiliate) incurs expenses for use of investigative firms, outside counsel, collection firms or other parties relating to any of the services described in Section 6 of this Agreement, Company shall be entitled to reimbursement of such expenses paid by Company; and (ii) To the extent the employees of Company (or any affiliate) directly provide any of the services described in Section 6 of this Agreement, Company shall be entitled to reimbursement for travel expenses of such employees (consisting of charges for airfare, mileage and car rental, lodging and meals) and payment of a per hour fee based upon Company's most current internal business resource billing rate. 3-1 Company shall either (1) withdraw any amount described in Section 2(a)(i) or Section 2(axii) from the Plan Benefit Account, or (2) deduct such amount from any recoveries. In the event the services relate to Contractholder and other plans that are or have been administered or insured by Company (or any affiliate), Company shall either (1) withdraw from the Plan Benefit Account Contractholder's allocable shaze of such expenses and fees as determined by Company, or (2) deduct said amount from any recoveries. In no event will the amount of reimbursement to Company under this Section 2(a) exceed (1) the amount of any recovery to the extent Company is successful in collecting any monies from a third party or health care provider in accordance with Section 6 of this Agreement or (2) the amount of any claims submitted to Company but not paid due to suspected fraudulent, questionable and/or abusive claim information to the extent Company is successful in preventing the payment of any Plan claims in accordance with Section 6 of this Agreement. (b) In addition to the reimbursement of expenses and fee payments described in Section 2(a) herein: (i) To the extent Company is successfiil in collecting any monies from a third party or health Gaze provider in accordance with Section 6 of this Agreement, Company shall either (1) withdraw from the Plan Benefit Account and retain an amount equal to the lesser of (A) 5% of the recovery (after deduction of Company's fees and expenses), or (B) $50,000; or (2) deduct said amount from any recoveries; (ii) To the extent Company is successful in preventing the payment of any Plan claims in accordance with Section 6 of this Agreement, Company shall withdraw from the Plan Benefit Account and retain an amount equal to the lesser of (1) 5% of the amount of such claims submitted to Company but not paid due to suspected fraudulent, questionable, and/or abusive claim information, or (2) $50,000; and (iii) To the extent any recovery described in Section 6 of this Agreement relates to the Plan and other plans that are or have been administered by Company (or any affiliate), Company shall either (1) withdraw from the Plan Benefit Account and retain an amount equal to the lesser of (A) 5% of Contractholder's allocable share of the recovery as determined by Company (after deduction of Company's expenses and fees as determined by Company or (B) $50,000; or (2) deduct said amount from the recoveries. 3. Other Fees and Payments. Contractholder shall be responsible for and pay to Company the following fees and payments: (a) Contractholder shall reimburse Company for any sales or use taxes, or any similaz benefit or Plan-related charge, surcharge or assessment, however denominated, which may be imposed by any Governmental Authority upon the Plan or 3-2 Conttactholder. Company may withdraw from the Plan Benefit Account any such amounts that are due to Company. (b) Contractholder shall reimburse Company in the amount of $4.00 for each printed Plan benefit booklet exceeding the number of booklets specified in Exhibit 5. (c) As compensation for its Professional Negotiation Services (PNS) described in Exhibit 5, Contractholder shall pay Company a fee equal to 35% of the amount of any Savings achieved through negotiations with a health care provider in accordance with Exhibit 5 during each month. Contractholder authorizes Company to collect this fee by drawing the amount of the fee from the Plan Benefit Account. For purposes of this provision, the teen "Savings" means the difference between the submitted charges and the adjusted bill amount based upon the negotiated settlement with the provider. (d) Any funds recovered through Company's performance of Subrogation services described in Exhibit 5 will be distributed to Contractholder, after deduction of the following: (i) first, an amount payable to Company (or an affiliate of Company) to be applied to reduce Company's (or the affiliate's) payment of specific stop loss benefits under the stop loss policy, if any, issued by Company (or the affiliate) to Contractholder for the Participant in respect of whom the recovery was obtained; and (ii) second, an amount payable to Company (or an affiliate of Company) to be applied to reduce Company's (or the affiliate's) payment of aggregate stop loss benefits under the stop loss policy, if any, issued by Company (or the affiliate) to Contractholder; and (iii) third, a fee to Company for its services in obtaining the recovery equal to 35% of the gross recovery (unless (i) or (ii) apply, in which case Company's fee shall be 35% of the recovered funds remaining after deduction of the amounts described in (i) or (ii)), up to a maximum of $20,000 for each accident or injury. Company may incur legal expenses in the performance of Subrogation services. Such legal expenses will be borne by Company and Contractholder in the same proportion as any funds recovered and distributed between Company and Contractholder in accordance with this provision. If no funds are recovered, the legal expenses will be borne by Company and Contractholder in the same proportion that each party's share of claim payments bears to the total amount of claim payments. Legal expenses for Subrogation will not be used when calculating the specific or aggregate stop loss benefits, if any, pursuant to any stop loss policy issued by Company or its affiliate to Contractholder. (e) As compensation for its Facility Charge Allowance Service (FCAS) service described in Exhibit 5, Contractholder shall pay Company 35% of the savings, if 3-3 any, achieved for the performance of FCAS. Savings shall be equal to the difference between the chazges billed by the facility and the determined maximum allowable amount pursuant to the FACS. Company shall withdraw the fee from Contractholder's Plan Benefit Account on a monthly basis for this service. (f) As compensation for its Hospital Bill Audit Services (HBAS) described in Exhibit 5, Contractholder shall pay Company 35% of the savings, if any, achieved for the performance of HBAS. Savings shall be equal to the amount of any refund received by Company or its subcontractor from the hospital in accordance with the hospital's signed agreement to adjust the billed chazges identified in the audit. Company shall withdraw the fee from Contractholder's Plan Benefit Account on a monthly basis for this service. (g) As compensatlon for its Hospital Credit Balance Audit Services (I-ICBAS) described in Exhibit 5, Contractholder shall pay Company 35% of any credit balance recovered by Company or its subcontractors as a result of the performance of Company's service. Company shall withdraw the fee from the Contractholder's Plan Benefit Account on a montlily basis for this service. (h) Company has arranged for pharmacy benefit management services to be provided by Express Scripts, Inc. ("ESI"). As compensation for such services, Contractholder agrees that Company shall be entitled to 5% of the monthly savings, if any, achieved for the performance of pharmacy benefit management services. Savings shall be equal to the difference between: (iv) the average wholesale price of a particular drug or supply dispensed by a pharmacy as deternned in accordance with Company's contract with ESI, and (v) the Discounted Chazge for the same drug or supply determined in accordance with Company's contract with ESI. Company will withdraw the amount of the fee from the Plan Benefit Account each month for savings achieved during the previous month. (i) As compensation for its out-of-network discount program described in Exhibit 5, Contractholder shall pay Company a monthly fee equal to 30% of the Savings achieved during the previous month through the application of the out-of-network program. Savings shall be equal to the difference between the Provider's normal billed charges and the Discounted Charges paid by Company in accordance with the out-of-network discount program. Company shall withdraw this fee from Contractholder's Plan Benefit Account. (j) In addition to the fees set forth in this Agreement, Contractholder shall pay to Company any fees set forth in any Health Reimbursement Account Administrative Services Agreement between Contractholder and Company. 3-4 (k) Contractholder shall pay to Company any other fee or charge described in the Agreement. 4. Amounts Retained by Company. Company will retain all amounts excluded from the definition of Discounted Charge. Company has estimated such amounts and taken them into consideration in setting the foregoing compensation and payment terms. 3-5 EXHIBIT 4 MEDICAL MANAGEMENT SERVICES Medical Management Administration. Company shall: (a) Provide a utilization management program consisting of: (i) Preadmission and Admission Review -Reviewing the medical necessity and/or appropriateness of proposed hospitalizations prior thereto. (ii) Concurrent Review - Monitoring of the medical necessity and/or appropriateness of an ongoing hospital stay. (iii) Outpatient Surgical Review -Reviewing the medical necessity and/or appropriateness of certain proposed outpatient surgical procedures. (iv) Mental Health And Chemical Dependency Review Inpatient -Preadmission, admission and concurrent review of the medical necessity and/or appropriateness of all proposed hospitalization for psychiatric or chemical dependency treatment. Outpatient -Review of the medical necessity and/or appropriateness of all proposed outpatient psychiatric or chemical dependency treatment plans. (v) Maternity Management - A service designed to promote healthy pregnancies through early prenatal care, education, eazly identification of high risk factors and, if necessary, eazly Case Management. (vi) Specialized Services and Supplies Review -Reviewing the medical necessity of certain proposed services and supplies, including the review of Specialty Drugs and Medicines as described in the Plan. (b) Design an explanation of the utilization management program for persons covered under the Plan. (c) If Company determines that the health care item or service being reviewed pursuant to utilization management is medically necessary or appropriate under the teens of the Plan, then Company shall authorize payment of Plan benefits with respect to that item or service, to the extent that the item or service and the Participant are covered by the Plan. If Company determines that the item or service is not medically necessary or appropriate under the tenns of the Plan, Company shall deny authorization of payment of Plan benefits with respect to such item or service. Company shall notify the Participant of the denial and of the Participant's right to appeal the denial. This notification shall comply with the terms of the Plan. a-i (d) Arrange for a disease management program consisting of education and support for individuals with specific chronic conditions. As part of such program, it is understood that Company shall famish to its disease management provider claim data to support the identification of prospective participants in specific disease management programs. (e) Provide case management services consisting of assistance in the design of medically necessary treatment plans for more cost-effective treatment of high cost patient care. Company shall assess for the appropriateness of case management involvement certain medical conditions of a Participant. If Company determines that the Participant's condition is appropriate for case management involvement, Company shall work with the Participant's health caze provider to develop recommendations for an appropriate and cost-effective course of treatment for the condition. If the course of treatment developed pursuant to case management includes items or services which are not otherwise covered by the Plan, and the participant and the Participant's health care provider decide to follow the course of treatment, the items and services that aze part of the course of treatment shall be paid for by the Plan. Contractholder hereby expressly consents to courses of treatment which have been agreed to by Company and the Participant's provider. (f) Own all records (other than records which belong to a subcontractor) arising out of the administration of services under this Exhibit. 2. Independent Contractor. Company shall perform its services hereunder as an independent contractor and assumes no authority to bind Cont~actholder to any of the utilization management recommendations, assessments or review opinions. These recommendations, assessments and opinions are available to assist in making claims decisions under the Plan, but are not intended to be a substitute for actual claims decisions. Claims decisions are subject to all applicable provisions of the Plan. 3. Explanation of Services. Contractholder shall distribute Company's explanation of its services herein to employees covered under the Plan. 4. Subcontractors. Contractholder aclmowledges and agrees that Company does not assume any liability for the negligent, fiaudulent, dishonest or other acts or omissions of any subcontractor providing medical management services. Purpose of Utilization Management. The utilization management program described herein is designed to help determine if certain health care services may be recommended for certification as medically necessary under the terms of the Plan. Company shall use the results of the utilization management program to assist in making claims decisions under the Plan. The utilization management program is not intended to be a substitute for actual claims decisions. Claims decisions are subject to all applicable provisions of the Plan. The decision or determination to obtain or deliver any health care services is always made only by the patient (and his or her parent or guardian, if appropriate) and/or his or her health care provider. 4-2 6. Termination. Termination of this Agreement or the perfomlance of Company's utilization management services shall not affect those reviews of persons covered under the Plan which are in progress on or before the effective date of termination unless Company terminates its services because an agreement between Company and a subcontractor terrinates, or a subcontractor is otherwise unable, unwilling or fails to provide utilization management in accordance with this Agreement. When Company's services terminate for this reason, Company shall use its best efforts to arrange for completion of services in progress on or before the effective date of termination of the services hereunder. No review activities shall be initiated after ternnation of services hereunder, unless Company agrees in writing to continue the services or to arrange for the provision of such services by another party or parties. 7. Change in Services. The utilization management services described herein may be changed or modified at any time, at the option of Company, to conform to any change or modification to this Agreement or to an agreement between the Company and a subcontractor which affects the obligation of the parties hereunder. Company agrees to give Contractholder written notice of any such changes or modifications to its agreement with a subcontractor or of any changes in the identity of a subcontractor. a-s EXHIBIT 5 OTHER SERVICES 1. On behalf of Contractholder, Company shall pay Contractholder's consultant a monthly consultation fee of $4.00 per employee and retiree and COBRA qualified beneficiary billing address. 2. Company shall develop Plan benefit booklets and provide them to Contractholder electronically. Printed copies of the Plan benefit booklet shall be available to Contractholder upon request at the cost specified in Exhibit 3. Company shall develop and print standard identification cards, which shall be in a format and include information determined by Company and communicated to Contractholder. If modifications to the format or information are desired by Contractholder, anadditional charge will apply to be agreed upon by Company and Contractholder. 4. Professional Negotiation Services (PNS) -Company shall attempt, through its own efforts or through its subcontractors, to negotiate Discounted Charges on medical provider bills on a case by case basis where the Company, in its sole discretion, determines that such attempts to negotiate Discounted Charges may be beneficial to Contractholder. Contractholder shall identify to Company a representative of Contractholder who shall have the authority to advise Company whether or not to pursue potential Subrogation under the Plan and to approve settlements involving Subrogation. Upon request of Contractholder, Company or its subcontractor shall pursue and enforce Subrogafion under the Plan. Neither Company nor its subcontractor shall be required to institute legal proceedings in order to pursue and enforce Subrogation under the Plan. Company shall make Subrogafion settlement recommendations to Contractholder based upon Company's or its subcontractor's assessment of the circumstances of the accident or injury and the available recovery sources. Company shall obtain Contractholder's written approval prior to agreeing to any final settlement involving Subrogation. 6. Provided Contractholder furnishes Company with the information described in Section 3 of Exhibit 2, Company shall furnish HIPAA certificates of creditable coverage to eligible individuals whose coverage under the Plan terminates. Facility Allowable Charge Service (FCAS) -Company shall attempt, through its own efforts or through its subcontractors, to determine the maximum allowable amount for facility charges (inpatient or outpatient) based upon Company's or its subcontractor's proprietary charge based databases. Company shall initiate this service on a case-by-case basis where Company, in its sole discretion, determines that such attempts to price facility charges may be beneficial to Contractholder. 8. Hospital Bill Audit Services (HBAS) -Company shall, through its own efforts or through its subcontractors, determine through a screening process whether a hospital bill is a good candidate for an on-site hospital bill audit to assess the accuracy of the inpatient or 5-1 outpatient facility charges by such hospital. Company shall decide in its sole discretion whether to perform such audit or to require its subcontractor to perform such audit. 9. Hospital Credit Balance Audit Services (HCBAS) -Company may, through its own efforts or through its subconhactors, audit records of certain hospitals for credit balances involving persons covered under the Plan. A "credit balance" means funds collected by a hospital from one or more sources that exceed the actual charges billed or incurred by the hospital. Company shall, in its discretion, determine which, if any, hospitals shall have their records audited for the purpose of identifying credit balances. This service applies to all claims paid or administered by Company during the term of this Agreement. 10. Company shall arrange for pharmacy benefit management services to be provided by Express Scripts, Inc. ("ESI") or any other pharmacy benefit management company selected by Company in its sole discretion. ESI or such other pharmacy benefit management company shall arrange for pharmacies in its participating phannacy network to accept a Discounted Charge for retail and mail order prescription drugs and supplies provided to Participants. Additionally, ESI or such other pharmacy benefit management company shall be required to process Plan claims for retail and mail order prescription drugs or supplies famished by pharmacies in its participating pharmacy network. 11. Company shall arrange for anout-of-network discount program that allows individuals who have access to Company's Managed Care Network who receive services from a Non-Network Provider to obtain Discounted Charges from certain hospitals and ancillary providers (not physicians). Company makes this program available to its customers through the affiliation it has developed with a provider network or networks. s-2 EXIIIBIT 6 MANAGED CARE NETWORK SERVICES This Exhibit describes the teens and conditions that apply to Contractholder's access to Company's Managed Care Network. Fot purposes of this Exhibit, "health care provider" shall also mean "dental caze provider", and "health caze" and "health caze services" shall also mean "dental caze" and "dental caze services". Managed Care Network Services. (a) Company shall make available to Participants a Managed Care Network in geographical sites agreed upon by Company and Contractholder. (b) Company shall provide Contractholder: (i) Participant identification cazds, if applicable; (ii) A process through which Participants may be referred to Non-Network Providers in circumstances where Network Providers aze not reasonably available to provide services to Participants; and (iii) A grievance process for Participants with respect to their use of Network Providers. (c) The number, type and particulaz health care providers who are Network Providers may change at any time. However, Company shall periodically notify Contractholder, or make available to Contractholder through the Internet, information regazding changes in the Managed Caze Network. Such information shall be provided in advance or as soon as reasonably possible. (d) Company shall determine whether, which and under what conditions health care providers shall participate in the Managed Care Network. (e) Company will make available to Contractholder a listing of providers participating in Company's network. 2. Status of Network Providers. Contractholder understands and agrees that the agreements between Network Providers and Company do not create a relationship of employer and employee, principal and agent, joint venturers, partners or any other relationship other than independent contractors. Contractholder further understands and agrees that Company is not responsible for any care rendered or not rendered or health care item or service provided or not provided to Participants by Network Providers or Non-Network Providers and that Company shall not be providing any health care pursuant to this Agreement. Health care providers and Participants are solely responsible for any health care services rendered to Participants and for all treatment decisions. ~-i 3. Amount of Plan Benefits. Plan benefits for health care services furnished by Network Providers shall be equal to the amounts the Network Providers have agreed to accept in the contractual arrangements governing the Network Providers' participation in the Managed Caze Network. 4. Benefit Differentials. Contractholder represents and warrants that its Plan provides a higher level of benefits and/or other incentives for health care services that are rendered by Network Providers than for health care services that are rendered by Non-Network Providers. If the Managed Caze Network requires, now or in the future, a certain benefit differential, Contractholder shall amend the Plan to provide such benefit differential. 5. Network Provider Agreements. Contractholder authorizes Company to enter into Network Provider Agreements, for the benefit of Contractholder, which agreements may, among other provisions, specify fee amounts which shall be accepted by Network Providers as payment in full for health care services provided to persons covered under Contractholder's health benefit plan. Contractholder agrees to be bound by and comply with all terms and conditions of Network Provider Agreements which apply to Contractholder and its health benefit plan. 6. Inspection of Agreements. Contractholder may inspect, at its sole cost, all Network Provider Agreements applicable to Contractholder's health benefit plan at Company's Home Office, during Company's regular business hours, subject to any confidentiality restrictions in such agreements. Upon request from Contractholder, Company shall, at no cost to Contractholder, famish one copy of any applicable standazd form Network Provider Agreement intended for use with health care providers. Upon request from Contractholder and at Company's sole cost, Company shall famish Contractholder with a copy of all applicable Network Provider Agreements with health care providers, subject to any confidentiality restrictions in such agreements. Contractholder shall hold all copies of Network Provider Agreements in a confidential manner and shall not disclose any of the terms of such agreements to any other party without Company's prior written consent. 7. Liability. Company and Contractholder do not assume any liability for the negligent, fiaudulent or any other acts or omissions of any Network Provider or Non-Network Provider. It is acknowledged that Company and Contractholder have no control over patient care. Health care providers are solely responsible for the quality of health caze services. 8. Participation of Providers. The participation of a specific health care provider in the Managed Care Network may terminate in accordance with the terms of the applicable Network Provider Agreement. 9. Managed Care Services Information. Prior to the Effective Date, Contractholder shall provide Participants with written material describing the managed caze services set forth in this Agreement reasonably needed by Participants to use the services. 6-2 0. Transplant Services. Company has contracted, either directly or indirectly, with Medical Specialty Network Providers to participate in Company's Medical Specialty Network and provide organ/tissue transplants to Participants. All provisions in this Agreement which apply to the Managed Care Network shall also apply to the Medical Specialty Network except as set forth herein. An MSN Provider shall be considered a Network Provider as defined in this Agreement, and all provisions in this Agreement which apply to Network Providers shall also apply to MSN Providers except as set forth herein. Contractholder understands that if Conttactholder fails to fund its Plan Benefit Account with sufficient funds for Company to process an MSN Provider's claims, future access to such MSN Provider may be restricted by Company or the MSN Provider. 63 EXHIBTT 7 COBRA BILLING AND COLLECTION SERVICES 1. Company shall: (a) Upon notification from Contractholder of an election to continue Plan health coverage, prepare and mail notices to the qualified beneficiary indicating the contribution amount due for continued coverage; (b) Maintain a record of qualified beneficiaries who have elected continuation of health coverage and have been billed by Company; (c) Process cancellation transactions removing qualified beneficiaries from Company's billing system; (d) Deposit gross contributions received from qualified beneficiaries in Contractholder's Plan Benefit Account, less any fees payable to Company as set forth in Exhibit 3; (e) Provide Contractholder with a monthly roster of names and addresses of qualified beneficiaries who have elected continuation of health coverage and who have been billed by Company; (f) Send a notice to the qualified beneficiary at least one-hundred eighty (180) days prior to the expiration of the maximum continuation period, i.e., 18, 29 or 36 months. The notice shall inform the qualified beneficiary that conversion rights may exist under the Plan and suggest that the qualified beneficiary contact the Plan Administrator for further information; (g) Furnish Contractholder with: (i) A cumulative eligibility report providing a detailed listing of all COBRA qualified beneficiaries who have elected continued health coverage and who are being billed by Company; (ii) A terminated COBRA participants report providing a listing of all COBRA qualified beneficiaries who have terminated during the prior month, their termination date, paid to date and ternvnation reason; (iii) Anew COBRA participants report providing a listing of all COBRA qualified beneficiaries who have been added during the prior month, their effective date and paid-to-date; (iv) A one hundred eighty (180) day expiration notice report providing a list of COBRA beneficiaries who shall reach their expiration date in one hundred eighty (180) days; ~a (v) A forty (40) day expiration notice report providing a list of COBRA beneficiaries who shall reach their expiration date in forty (40) days; (vi) A periodic transaction report describing contribution amounts, including COBRA administration fees (if applicable), received by Company from COBRA qualified beneficiaries who have elected continued health coverage and who are being billed by Company; (h) Furnish certificates of creditable coverage in accordance with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) to COBRA qualified beneficiaries within a reasonable time after COBRA continuation coverage ceases or after the expiration of any grace period for nonpayment of premiums; (i) Perform such other services as may be agreed upon in writing by Company and Contractholder. 2. ContraMholder shall: (a) Upon the occurrence of a qualifying event entitling a qualified beneficiary to elect continuation of health coverage, determine COBRA eligibility requirements and: (i) collect the appropriate initial contribution from the qualified beneficiary and submit such contribution and the properly completed election form to the Company; or (ii) instruct the qualified beneficiary to submit the properly completed election form and the appropriate initial contribution directly to the Company; (b) Use an election form which includes information required by Company to perform the services described in this Exhibit; (c) Promptly advise Company of any change in status of a qualified beneficiary or any event which affects the individual's right to continue health coverage; (d) Promptly advise Company of any Plan change or any change in contribution for continued health coverage; (e) Send written notification by first class mail to the qualified beneficiary's last known address of the following: (i) termination of this Agreement; (ii) premium rate increase or decrease; (iii) Plan change in benefits; (iv) restriction of eligibility for coverage; or 7-2 (v) any change in contribufion for continued health coverage. For premium changes, the notice must state the actual dollaz amount or a specific percentage of the change. For Plan design changes, the notice must describe any reduction in benefits, waivers, exclusions or conditions. (f) Provide written notification by first class mail to the qualified beneficiary's last known address of any termination of continuation coverage that takes effect eazlier than the end of the maximum period of continuation coverage that is applicable to the qualifying event. (i) The notice must state the reason that continued coverage terminated earlier than the end of the maximum period of continuation coverage applicable to the qualifying event, the termination date of continued coverage, and any rights the qualifying beneficiary may have under the Plan or under applicable law to elect an alternative group or individual coverage, such as conversion rights. (ii) The notice required under this Section 2(f) and its subsections shall be provided as soon as practicable following Contractholder's determination that continuation coverage shall terminate. 7-3 EXHIBTI' S HEALTH REIMBURSEMENT ACCOUNT ADMINISTRATION -CASE DETAIL BRIEF ~~ C ASE D ETAIL ~ RIEF ~P,~~~~1 ~ett'1''1~ et'71e~1t ACS©Ut~~ ~~I'1'tl~tS~pa~t~n Provided bv: ~,~~~~N~ Administered bv: SHPS peopletechnology Last update: 4/7/04 LB 1 HEALTH REIMBURSEMENT ACCOUNT CASE DETAIL BRIEF CASE INFORMATION The person responsible for completion of the Case Detail Brief must supply the information below: Group Contact Name: Barbara Nemec Title: Countv Treasurer Department: Treasurer Department Telephone: 830-792-2275 Email Address: bnemectreasCu)kerrcountv.orn HRA CASE DETAIL BRIEF GENERAL INFORMATION Date of CDB Completion: Effective Date of the plan: 1/1/05 Group ID # Client Name: 487A Kerr County Plan Name: (If other than Health Reimbursement Account) Address Primary Contact: Title: Telephone: E-mail Address: 700 Main Street Kemille, Texas 78028 Barbara Nemec County Tresurer 830-792-2275 Fax: 830-792-2277 bnemectreaslaZkerrcounty. org Daily or Secondary Contact: Judy Carr Title: Telephone: E-Mail Address: Secretary for County Treasurer 830-792-2275 Fax: 830-792-2277 bnemectreas aQken'county.org • Total number of eligible employees: 270 PLAN INFORMATION Initial Plan Year: From 1/1/05 To 1/1/06 Open Enrollment: From 12/1 To 12/31 Next Plan Year's Effective Date: 1/1/06 • The standard HRA eligible expenses an: medical and prescription drug expenses covered under the medical plan to limit employer liability. Choose one of the below eligible expenses options for HRA reimbursement: X Eligible medical and Rx plan expenses (i.e., deductibles, coinsurance, copays; it does not include another plans EOBs, for example the spouse's liability from another health plan) ^ IRS Section 213 expenses ^ Other. Please explain N/A 3 • HRA Annual Available Amount(s) :Single: $600 Family: 1800 Other: Note: The standard approach is to make available the annual HRA amount at the beginning of the plan year. If an employee has a family status change (i.e., gets married), then the HRA amount is adjusted appropriately (e.g., single HRA to family HRA amount less any reimbursements prior to the family status change). • Do you have any COBRA HRA Participants? Yes ® No ^ • How will COBRA paid through dates be provided to SHPS, Inc.? By Mutual of Omaha • If a short initial Plan year, will HRA annual amount be pro-rated? N/A Yes ^ No ^ • For New Hires, will the HRA annual amount be pro-rated? Yes ® No ^ If answer is yes, the amount will be pro-rated on a monthly basis (i.e., HRA annual amount divided by 12 times the number of months remaining in plan year rounded to the next penny if not divisible by 12). Rehires. The rehire receives one HRA amount per plan year and corresponds to the medical deductible handling for the plan year. If medical coverage is terminated and reinstated in the same plan year, the deductible left to satisfy and the HRA remaining balance at termination will be reinstated. For COBRA situations, the regulations require that the qual~ed beneficiary's (spouse and/or child(ren)) HRA value is the beginning plan year HRA balance less any personal reimbursement expenses. This results in additional liability for the empoyer when COBRA beneficiaries elect to continue the HRA along side the medical plan. If the employer fully funds the active employee's HRA at the beginning of the plan year, then the COBRA beneficiary also benefds from the pre- funding at the beginning of the plan year while making monthly premium payments. We will administer a COBRA election of HRA according to the regulations. • If offering aConsumer-Driven Health PIaNHeaRh Reimbursement Account (HRA) along side a Flexible Spending Account (FSA), which account should be used to reimburse expenses first (If FSA first, HRA plan document must specify this)? HRA ® FSA ^ • Our standard service includes rollover of HRA balances for participants to the next plan year for use in covering future expenses. Do you want to include the HRA rollover feature? Yes ® No ^ If answer is Yes, employee can be reimbursed for expenses incuned in previous coverage period from future coverage period. Please provide additional information if special processing rules apply. (i.e., employee can be reimbursed for expenses incurred in previous coverage period from future coverage period • Is the HRA carryover amount capped? Yes ® No ^ If the answer is yes, what is the cap amount? _$3000 on the balance (i.e., employee can be reimbursed for expenses incurred in previous coverage period from future coverage period REIMBURSEMENT RULES SHPS Benefit Counselors are available from 5:00 a.m. to 8:00 p.m. EST Monday through Friday. SHPS web site at www.SHPS.net. and Voice Response Account activity is available 5:00 a.m. to 4:00 a.m. EST Monday through Saturday and from 12:00 a.m. to 6:00 p.m. EST on Sunday. Reimbursement checks will be issued daily as claims are processed, unless specked otherwise. All reimbursement checks will be sent to the employee's home address, unless the employee has completed an EFT election form and submitted it to SHPS. • The standard minimum reimbursement amount is $25. Reimbursements below this amount are automatically pended until minimum requirement is satisfied • The minimum reimbursement amount is $25.00. Reimbursements below the minimum amount are automatically pended until the minimum amount is satisfied. All pending reimbursements below the minimum amount are released at the end of each quarter and again, at the end of a plan year's grace period. • The standard is to n~uire an Explanation of Benefits to process eligible expenses. Please indicate whether or not this is rnquired: Yes ® No ^ • If submission requirements are not met, the reimbursement request will be denied via an Explanation of Benefits (EOB). • Will EFT (Electronic Funds Transfer- automatic payment in participant's checking/savings account) be offered to participants? Yes ® No ^ • Note: EFT enrollment form can be distributed by Employer and/or obtained from the SHPS web site atwww.shos.net Employees will submit requests for HRA reimbursement, with the exception of claim rollover interface reimbursements, to: SHPS, Inc. P.O. Box 34700 Louisville, KY 40232-4700 • All reimbursement checks will be sent to the employee's home address, which is provided to SHPS by the employer (unless participant elected EFT). If submission limitations are not met, the reimbursement request will be denied with an Explanation of Benefits (EOB), unless employee elected EFT. • Do you want the claim rolloverlnterface between the medical Rx claim system and FSA system for automatic payment of deductible, co-insurance and/or copays? The claim rollover applies to covered employees and/or dependents that are enrolled in both the medical plan and FSA and do not have coverage through another health plan -COB (if FSA funds available). Yes ^ No NOTE: If Yes, and also offering an HRA option, the HRA must include the daim rollover interface for coordination between accounts to work effectively. Debit card is not available when a daim rollover interface is selected. ACCOUNT HANDLING • Our standard services include rollover of HRA balances to the next plan year if the employee continues to participate in a consumer riven health plan. The standard grace/runout period for terminated employees is 90 days. Please indicate if you wish to use another time period (subject to additional cost): N/A The grace period will be based on postmark date (unless otherwise indicated). If the automatic reimbursement feature is employed, the grace period will be based upon the receipt date of the medicaUdentat daim. Any reimbursement request received after the grace period will be denied and an Explanation of Benefits (EOB) sent to the employee explaining the reason for denial. However, ff a claim is processed prior to the end of the grace period and additional information is requested, the employee will have thirty (30) days from the date of our EOB to submit the information (if the addtonal information is received after the grace period). PLEASE NOTE -Our correspondence must accompany the claim and additional information when returned. Terminated employees will be reimbursed up to the HRA account balance for expenses incurred prior to the termination date (unless COBRA is elected). • SHPS will continue to charge the Employer monthly administration fees on terminated partidpants through the plan year until, whichever occurs first 1) a member's account balance is exhausted, or 2) the expiration of the plan year's grace period. • Husband/Wife scenarios would require additional processing guidelines. In addition to updating the inbound feed to SHPS, if money needs to be moved communication via email will need to take place between SHPS and Mutual of Omaha. Mutual of Omaha will provide the Employer with a "Husband-Wife Notification Form" for your convenience. The Gient has the option to offer retirees a HRA spenddown. This means that the retirees can spend down the balance in their HRA account by submitting requests for reimbursement of eligible expenses before and after retirement. Do you want to offer retirees a spenddown of their HRA balance? Yes No • Please indicate how terminations should be administered 'rf different than above: NlA MANAGEMENT REPORTS AND EMPLOYEE STATEMENT Reports Contact: Barbara Nemec Title: County treasurer Address: 700 Main Street Kerrville, Texas 78028 Telephone: 830.792-2275 Fax: 830.792-2277 E-Mail Address: bnemectreasCa2kerrcountv.org • Employer management reports will be mailed quarterly and include the following: - Employer Account Activfty Report - Employer Detail Activity Report - A final Employer Account and Detail Activity Report will be provided after the close of the plan year. Note: Class structure will appear on reports. • Employee Statements will be issued following the 3rd Quarter. The 3rd Quarter Statement reminds the participant of their current balance BANKING ARRANGEMENTS • Client Contact for Funding Notification -Please indicate who should be noted when an Electronic Transfer/Automated Clearinghouse debit is to be made to the client's account: Client Contact Name: Client Contact Telephone: Client Fax: Client Contact Address: E-mail Address: Client Bank Name: Client Bank Transit ABA # Client Bank Account # bnemectreast~kerrcounty.org County treasurer 830-792-2277 700 Main Street Kemille, Texas 78028 bnemectreasCrDkemcounty.org Security State Bank Funding Method: *ACH-Debit ^ ACH-Credit ^ * Indicates SHPS preference Funding Frequency: SHPS will request funding from the client on a weekly basis, each Monday for the previous week's reimbursement activity. SHPS would be reimbursed by the Wednesday of that same week. • Dces client want funding request sent via: ^FAX? ^E-Mail? ®Both? • Does client want copy of check register to accompany funding request? ®Yes ^No • The client is required to Prefund the SHPS bank account with 4°~ of estimated annual paid claims. Prefund amount to be determined during the implementation phase. • Prefund provided to SHPS via: ACH Debit ^ ACH Credit ^ Check FormsfAther Materials Samples of below documents are included in the HRA Administration Manual or can be found at www.SHPS.net. • Reimbursement Request (Claim) Forms • EFT Election Forms • Eligible Expense List 9 GENERAL CONDITIONS AND LIMITATIONS Unless, otherwise specified within this HRA Case Detail Brief, SHPS standard processing procedures will apply. This Case Detail Brief is made part of the service agreement between the client and Mutual of Omaha. The agreement and the Case Detail Brief will govern how the client's plan is administered. For customer service and processing reference, the client will provide a copy of its Employee Plan Description Booklet to: SHPS, Inc. New Business Implementation Team 11405 Bluegrass Parkway Louisville, KY 40299 to provide the services requested by the Client. Kerr County (Date 05 to rely on this description in the performance of its FOR SHPS USE ONLY Client Control #: Effective Date: Group Representative Name: Group Office: Telephone: Email Address: io