Agreement
Page 1
Agreement for Early Retiree Reinsurance Program
This agreement(the “Agreement”) is made as of November 4, 2011 (the“Effective Date”) by and between Independence Blue Cross and its subsidiaries including but not limited to Keystone Health Plan East, Inc. and QCC Insurance Company(collectively, “IBC”) and the Centennial School District (“Plan Sponsor” or “Sponsor”) for the purpose of delineating the terms and conditions under which IBC will provideClaims datadirectly to the Sponsor, (not to the Centers for Health and Human Services (“HHS”)),related to Sponsor’s participation in the reinsurance program for early retirees pursuant to the Patient Protection and Affordable Health Care Act (“Program”) administered by the HHS.
1.Definitions. Any capitalized terms used in this Agreement shall have the meaning under the law and regulations issued by HHS for the Program.
2.Responsibilities
A.Responsibility for preparing and submitting HHS application. Sponsor will be responsible for preparing and submitting the required application to HHS.
B.Preparation of List of Early Retirees eligible under the Program. Sponsor shall be solely responsible for determining whether a participant in Sponsor’s health benefit plan isan eligible EarlyRetiree under the Program. IBC shall have no responsibility to determine or confirm whether a particular person is aneligibleEarly Retiree, and shall rely on the Plan Sponsor’s representation and lists. Sponsor shall be solely responsible for preparing the initial list (and subsequent lists) of EarlyRetirees(including dependent spouse and children) eligible under the Programwhich meet HHS’ definitions and requirements. Sponsor shall submit the list(s) to IBCelectronically using a method approved by IBC.
C.Claims data required byHHS. In the event Sponsor is certified by HHS and its application approved, pursuant to Sponsor’s direction,IBC shall compile and submitelectronically the required Claims data to Sponsorfor those eligible Early Retirees provided by Sponsor to IBC.Sponsor shall submit the required medical Claims data to HHS.
D.Corrections and modifications. Should IBC learn that any Claims data provided by IBC pursuant to this Agreement is or was inaccurate, IBC shall notify Sponsorand Sponsor shall have the sole responsibility for making all necessary corrections and communications to HHS. IBC shall have no obligation to provide or submit data in support of a Sponsor’s HHS application when, in its sole discretion, IBC believes that the Claims data is or may be inaccurate or incomplete, or would otherwise not be in compliance with HHS regulations.
3.Hold Harmless
Sponsor agrees to defend and hold harmless IBC and its agents, officers, employees, and directors against any and all losses, costs, fines, penalties, claims, damages,settlements, judgments, liabilitiesand/or expenses, including the cost of defense, arising out of or in any way connected withany audit, investigation, subpoena, action, proceeding, and/or inquiry by HHS or any other government agency or entity relating to Sponsor’s breach of the terms of this Agreement and/orparticipation in the Program, including but not limited to, the list of eligible Early Retirees provided by the Sponsor to IBC, the Sponsor’s non-compliance with HHS regulations and requirements, and/or any inaccurate or incomplete Early Retiree Claims data provided by IBCto Sponsor based on the data in the Early Retiree list provided by Sponsor to IBC.
IBC shall not be liable to Sponsor for any amounts that are not paid by HHS under the Program to the Sponsor.
4.Standard of care, cooperation and regulatory changes
A.Standard of care. The parties recognize that because the HHS regulations and the Program are new, subsequent HHS guidance or interpretations may materially affect the services under this Agreement. In light of these factors, IBC will make a good faith effort to compile and provide complete and accurate Claims data to Sponsor in accordance with its best understanding and interpretation of the law and HHS regulations and guidance.
B.Cooperation. The parties recognize that they will mutually cooperate to perform their respective obligations and services under this Agreement, and that IBC is not responsible if it is unable to complete any Claims data filingswith Sponsorbecause Sponsor, or any third party contracted by Sponsor, fails to meet their obligations, including providing required data to IBC.
C.Regulatory changes and Amendment. If IBC determines that subsequent guidance, requirements or regulations from HHS has altered the scope of services or manner in which the services contemplated by this Agreement are to be provided, or that any provision of this Agreement is inconsistent with HHSregulations or guidance,IBC shall promptly send the Sponsoran amendment to this Agreement which shall be effective upon receipt.
5.HIPAA compliance
The parties acknowledge and agree that this Agreement involves the use and disclosure of HIPAA protected health information. Sponsor agrees that all uses and disclosures of HIPAA protected health information pursuant to this Agreement will be undertaken by Sponsor in compliance with all applicable state and federal laws/regulations, including, HIPAA.
6.Miscellaneous provisions
A.Amendments. Except as provided herein, all amendments to this Agreement must be agreed to in writing and signed by officers or authorized representatives of the parties.
B.Assignment. This Agreement may not be assigned by either party to an unrelated third party without the prior written consent of the other party.
C.Audits by HHS. The parties agree that HHS shall have the right to audit their records and files with respect to the Program, and agree to cooperate with HHS in any such audit. Sponsor will reimburse IBC for IBC’s actual expenses incurred in responding to such audits.
D.Entire Agreement. This Agreement supersedes any and all other agreements, either oral or written, between the parties with respect to the subject matter hereof, and no other agreement, statement or promise relating to the subject matter of this Agreement will be valid or binding.
E.Governing Law. Except as preempted by Federal law, the laws of the Commonwealth of Pennsylvania will govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereunder.
F.Notice. Any notice required or desired to be given relating to this Agreement will be in writing and will be either hand delivered, or sent by U.S. mail, postage prepaid and return-receipt requested (receipt will be deemed to be five (5) days after postmark by the U.S. Postal Service), or overnight courier addressed to the party at the address contained in the other party’s records.Notices given hereunder will be deemed given upon documented receipt.
G.Severability. If any provision of this Agreement is rendered invalid or unenforceable by any local, State, or federal law, rule or regulation, or declared null and void by any court of competent jurisdiction, the remainder of this Agreement will remain in full force and effect.
H.Status as Independent Entities. Neither IBC nor Sponsor, nor any of their respective agents, employees, subcontractors or representatives will be construed to be the agent, employee, subcontractor or representative of the other.
I.Force Majeure. Neither IBC nor Sponsor will be liable for its failure to perform any obligation under this Agreement because of contingencies beyond its reasonable control, including but not limited to riots, war, fire, and/or acts of God.
J.Headings. The headings in this Agreement have been included solely for reference and are to have no force or effect in interpreting its provisions.
K.Records. IBC agrees to maintain copies of the data/information submitted by IBC on behalf of the Sponsor under the Program in accordance with applicable state/federal laws and regulations. Such records will be submitted by IBC to HHS upon written request. Sponsor will reimburse IBC for its reasonable costs of retrieving and/or copying such records in response to HHS’s audit.
L.Federal Funds. IBC and Sponsor acknowledge that the Claims data is being submitted for Sponsor’s purpose of obtaining federal funds under the Program.
M.Counterparts. This Agreement may be executed in counterparts, any of which need not contain the signature of more than one party, but all of which taken together, will be one and the same agreement.
IN WITNESS WHEREOF, for valuable consideration, the parties have duly executed this Agreement.
INDPENDENCE BLUE CROSS CENTENNIALSCHOOL DISTRICT
BY: ______BY: ______
TITLE: ______TITLE: ______
DATE: ______DATE: ______