Exhibit 10.8
REINSURANCE AGREEMENT
(herein referred to as "Agreement")
Between
ALLIANZ LIFE INSURANCE COMPANY OF NEW YORK
New York, New York
(herein referred to as "Allianz Life of NY")
And
MDNY HEALTHCARE
Melville, New York
(herein referred to as "Plan")
EFFECTIVE DATE: January 1, 2006
REINSURANCE AGREEMENT NUMBER 17055-066
TABLE OF CONTENTS
TITLE ARTICLE
Reinsurance Coverage 1
Schedule 2
Definitions 3
Reinsurance Premium 4
Additional Limitations 5
Notice of Claims and Reimbursement 6
Reports, Records and Audits 7
Effective Date, Duration and Termination 8
General Provisions 9
ARTICLE I
Reinsurance Coverage
1.1 Insuring Clause. The Plan will cede to Allianz Life of NY and Allianz Life
of NY will reinsure the Percentage Payable of Eligible Expenses Incurred
per Member per Contract Year that exceed the applicable Attachment Point,
up to any applicable maximums for specified Lines of Business, subject to
all the terms of this Agreement. When applicable, reimbursement is based
on the situs of Plan and/or the date the Eligible Expenses were Incurred.
1.2 Carryforward: Eligible Expenses may include expenses Incurred by a Member
in the last 31 days of an Agreement issued to the Plan by Allianz Life of
NY immediately preceding this Agreement if the applicable Attachment Point
was not reached with respect to that Member under that preceding
Agreement.
2
ARTICLE 2
Schedule
2.1 LINE(S) OF BUSINESS:
A Commercial HMO
B. Commercial Point of Service (POS), in and out of network
Self-funded employees are not covered under this Agreement, unless they are
employees for which the Plan has risk, and they are specifically listed above as
a Line(s) of Business.
2.2 MONTHLY PREMIUM PER MEMBER:
Line(s) of Business
Commercial HMO $0.21
Commercial POS $0.21
2.3 ATTACHMENT POINT(S) PER MEMBER:
Line(s) of Business
Commercial HMO $1,000,000
Commercial POS $1,000,000
2.4 INDIVIDUAL LIFETIME MAXIMUM: $1,000,000
2.5 PERCENTAGE PAYABLE 70%
2.6 ELIGIBLE EXPENSE LIMITATIONS PER MEMBER: Eligible Expenses are limited to
the lesser of:
A. the billed charges; or
B. the amount paid by the Plan; or
C. any other limits shown in this Agreement
3
ARTICLE 3
Definitions
3.1 CAPITATED SERVICE(S): Services performed for a Member by a health care
provider with whom the Plan has a contract, directly or indirectly, and
where the contract transfers from the Plan the entire risk (without any
stop loss or other risk retention by the Plan) that the service may
generate a cost greater than the capitation payment.
3.2 CONTRACT YEAR: The period that begins on the Effective Date and ends upon
the earlier of 12 months beyond the Effective Date or the termination of
this Agreement.
3.3 ELIGIBLE EXPENSE(S): Expenses for health care services and supplies
provided to a Member that are Incurred during the Contract Year and are:
A. Covered by the Membership Service Agreement as the sole
responsibility of Plan to provide to a Member; and
B. Shown on the attached Eligible Expenses Matrix(ces) as an Eligible
Expense under this Agreement; and
C. Performed by a Plan participating provider; or performed by a
nonparticipating provider utilized (1) due to a referral by the
Plan, (2) due to an emergency, (3) due to the Member being inpatient
confined on the date they became a Member, or (4) through the
out-of-network benefit of a POS product; and
D. Not excluded under this Agreement
3.4 FACILITY(IES): Any hospital, specialized medical institution, skilled
nursing facility or rehabilitation facility, that bills for its services
and supplies on form CMS-1450 or any form that replaces this form.
3.5 INCURRED: The date the services or supplies to which the expense relates
are provided.
3.6 INDIVIDUAL LIFETIME MAXIMUM: The maximum liability of Allianz Life of NY,
per Member combined for this Agreement and all Agreements issued to Plan
by Allianz Life of NY previous to this Agreement, as indicated by the
amount specified in the Schedule.
3.7 MATERIAL CHANGE:
A. A change or combination of changes in a Membership Service
Agreement, provider reimbursement levels, number of Members in a
Line of Business increases or decreases, or the Plan's service area,
that Allianz Life of NY determines would increase expected aggregate
reinsurance claims 5% or more; or
B. The Plan acquires the assets of another company or foundation or
merges with or comes under control of another person, company or
foundation; or
C. Any change in senior operating management, any fundamental change in
its management service contract, or any change in majority ownership
of the Plan.
Material Changes require notification (Article 7), and may be excluded
(Article 5) or result in premium changes (Article 4) or termination
(Article 8).
3.8 MEMBER: A person or dependent enrolled by the Plan and eligible to receive
services under a Membership Service Agreement.
3.9 MEMBERSHIP SERVICE AGREEMENT(S): Those contractual agreements between the
Plan and its Members for those specified Lines of Business listed in
Article 2, that are made a part of this Agreement
4
ARTICLE 4
Reinsurance Premiums
4.1 Premium Rate. The reinsurance premium payable each month is the amount per
Member listed in Article 2, times the number of Members enrolled in the
Plan for that month for each of the specified Lines of Business listed in
Article 2.
4.2 Due Date. Premium is due to Allianz Life of NY at its office in New York,
New York on the first day of each month of the Contract Year.
4.3 Grace Period. There is a grace period of 30 days after the due date to pay
the premium. If premium is not paid before the end of the grace period,
this Agreement automatically terminates as of the end of the period for
which premium has been received.
4.4 Reinstatement. Allianz Life of NY may, at its discretion, reinstate this
Agreement upon receipt of premium after the grace period. The parties
agree that past reinstatements create no right or presumption of future
reinstatement.
4.5 Signed Statement. Each premium payment must be accompanied by a statement
signed by an authorized representative of the Plan as to the number of
Members in each of the specified Lines of Business listed in Article 2,
and any adjustments from previous statements.
4.6 Premium Rate Change. Allianz Life of NY may change premium as of the date
of any Material Change if Allianz Life of NY notifies the Plan of the
change in premium within 30 days of Allianz Life of NY being notified of
the Material Change.
5
ARTICLE 5
Additional Limitations
5.1 Obligations. This is an Agreement solely between and solely benefiting the
Plan and Allianz Life of NY. The parties intend no benefit by this
Agreement to creditors, Members, or health care providers. The Plan is
responsible for all health care and health care expenses for Members.
Allianz Life of NY has no obligation to provide any service or payment,
directly or indirectly, to anyone but the Plan.
5.2 Coordination of Benefits/Subrogation. If the Plan receives or will receive
any payment or reduction in expense by reason of a coordination of
benefits provision in the Membership Service Agreement or by any right of
subrogation, that payment or reduction is a reduction in Eligible
Expenses. If Allianz Life of NY has already paid a claim that included
these Eligible Expenses, the Plan will reimburse Allianz Life of NY the
amount of this reduction.
5.3 Multiple Policies. If Plan has another Agreement insuring the same risk
assumed under this Agreement for these same Lines of Business, Allianz
Life of NY will pay only the pro rata portion of the amount otherwise
payable under this Agreement, subject to the Agreement maximums and
limitations.
5.4 Additional Limitations. Allianz Life of NY is not liable to the Plan, and
the Plan will hold harmless and indemnify Allianz Life of NY, for the
following:
A. Amounts in excess of the maximums set forth in this Agreement or
limitations shown in the Schedule.
B. Professional liability or liability for any act or omission,
tortious or otherwise, in connection with any services for any
person or group of persons by the Plan or any group, entity, or
person employed by or contracted with the Plan.
C. Extracontractual damages or liability of the Plan in excess of Plans
Membership Service Agreements.
D. Medical expenses due to declared or undeclared war.
E. Expenses that the Plan has not paid or Capitated Services unless
listed under specified Lines of Business in Article 2.
F. Additional liability of Allianz Life of NY caused by a Material
Change, unless Allianz Life of NY expressly accepts the Material
Change.
G. Expenses for an illness or injury for which the Member is eligible
for benefits from, or receives benefits from, a workers
compensation, occupational disease, or similar government law.
H. Liabilities, expenses, or losses that are based upon any
noncompliance or violation of any Federal or State statute, rule, or
regulation by the Plan.
I. Any liability arising from any benefit denial or restriction made by
the Plan, or arising from any product design or advertising of the
Plan.
6
ARTICLE 6
Notice of Claims and Reimbursement
6.1 Written Notice of Claim. The Plan will give Allianz Life of NY timely
written notice of any claim or potential reinsurance claims (those
exceeding or expected to exceed 75% of the applicable Attachment Point)
within 30 days of the Plan's knowledge of such claims. The Plan will also
submit a monthly update to Allianz Life of NY of changes to potential
reinsurance claims.
6.2 Loss of Coverage. There is no reinsurance of an Eligible Expense when:
A. Allianz Life of NY does not receive a completed "Report of Large
Claim" form or other form designated by or acceptable to Allianz
Life of NY related to the Eligible Expense, prior to 12 months after
the end of the Contract Year; and
B. Allianz Life of NY does not receive the following information
related to the Eligible Expenses prior to 24 months after the end of
the Contract Year
1) a completed claim form; and
2) proof of eligibility; and
3) a claim detail report (for the required fields of information,
contact your claim representative).
However, this limitation does not apply to Eligible Expenses if
prior to 24 months after the end of the Contract Year the Plan has
in writing pursued a right by coordination of benefits, subrogation
or otherwise to recover or reduce such expenses, and has notified
Allianz Life of NY of such action.
6.3 Claim Forms. Allianz Life of NY will furnish Plan with a supply of claim
forms initially, and upon request of the Plan.
7
ARTICLE 7
Reports, Records and Audits
7.1 Notice of Material Change. The Plan will give written notice to Allianz
Life of NY of any Material Change no later than 30 days after the Material
Change.
7.2 Notice of Supervision by the State. If the Plan is placed under
supervision by the state, the Plan will give written notice to Allianz
Life of NY within 15 days.
7.3 Enrollment The Plan will keep a record of the monthly enrollment of
Members covered by its Membership Service Agreements and the Eligible
Expenses for each Member while covered under this Agreement. Such record
will be kept during the time this Agreement is in effect and for a three
(3) year period after its termination date or for the period during which
claims are pending, whichever is longer.
7.4 Books and Records. The Plan's books, records, and Membership Service
Agreements will be made available to Allianz Life of NY for inspection and
audit at any time during normal business hours while this Agreement is in
effect and for a three (3) year period after its termination date or for
the period during which claims are pending, whichever is longer.
7.5 Notice of Investigation. The Plan will give written notice to Allianz Life
of NY of any investigation or request for information of a material nature
(not including routine reports and requests), by a regulatory agency
regarding the conduct of the Plan. Such written notice must be provided by
the Plan to Allianz Life of NY within 30 days following the date the Plan
receives notice, written or otherwise, of such investigation or request.
8
ARTICLE 8
Effective Date, Duration and Termination
8.1 Effective Date. This Agreement is effective on the date indicated on the
face page.
8.2 Termination. This Agreement terminates on the earliest of the following:
A. Nonpayment of premium as set forth in the Reinsurance Premium
provisions.
B. The date a petition is made for a declaration of receivership or
rehabilitation of a party, or the date a party ceases operations.
C. The date of a Material Change if Allianz Life of NY notifies the
Plan of termination for this reason within 30 days of Allianz Life
of NY being notified of the Material Change.
D. The end of the Contract Year.
E. Upon the date of a material breach of this Agreement. The party
terminating for this reason must give the other party notice of the
actions or inactions that constitute the breach and 5 business days
to cure the breach to the satisfaction of the notifying party.
8.3 Termination-of Rights. Termination of this Agreement does not affect the
rights and liabilities of the Plan or Allianz Life of NY arising during
any period when this Agreement was in effect. However, this does not
extend liability of Allianz Life of NY for expenses that are Incurred
after the termination of this Agreement.
8.4 Insolvency. In the event of the insolvency of the Plan all Reinsurance
will be payable directly to the liquidator, receiver, or statutory
successor of the Plan, on the basis of the liability of Plan in this
Agreement without diminution due to the insolvency of the Plan.
9
ARTICLE 9
General Provisions
9.1 Entire Agreement. This document, any attached endorsements, any Disclosure
Statement and any documents incorporated by reference constitute the
entire Agreement between the Plan and Allianz Life of NY.
9.2 Misstated Data. If information material to the underwriting of the
Agreement is misstated or omitted, Allianz Life of NY-may retroactively
adjust the premiums or coverage in accordance with the correct data.
9.3 Agreement Changes. This Agreement may be amended by mutual written consent
of officers of the Plan and Allianz Life of NY.
9.4 Assignment. This Agreement and any amounts payable under this Agreement
are not assignable.
9.5 Waiver. Waiver of any provision of this Agreement is not a waiver of that
provision or other provisions at a later date.
9.6 Right of Offset. Amounts owed by the parties to each other, with respect
to this Agreement may be offset and then only the balance will be Owed.
The right of offset will not be affected or diminished because of the
insolvency of either party.
9.7 Clerical Error. If either party fails to comply with a provision of this
Agreement because of an error, the underlying status of this Agreement
will not be changed so long as the error is rectified as soon as possible
after discovery. Then both parties will be restored to the position they
would have occupied had such error not occurred. An error is an
inadvertent clerical mistake. It does not include errors in judgment,
errors that expand the definition of Membership Service Agreement or
reduce the effect of the limits in this Agreement, negligent acts, and
repetitive errors in administration, or other errors. Neither party may
invoke a right to rectify its error after 12 months after the end of the
Contract Year.
9.8 Personal Information. Confidentiality:
A. Personal Information means nonpublic personal information as
described in Title V of the Gramm Xxxxx Xxxxxx Act and protected
health information as described in privacy regulations of the
Department of Health and Human Service (HHS) that may be identified
with a Member and that Allianz Life of NY obtains.
B. Allianz Life of NY may use Personal Information to underwrite and
perform terms of this Agreement and in other ways permitted by
applicable privacy laws. Allianz Life of NY will:
1) use safeguards to prevent nonpermitted use or disclosure; and
2) restrict access to only those employees involved in the
permitted uses; and
3) report to the Plan any nonpermitted use or disclosure of which
it becomes aware; and
4) make Personal Information and related records available as
described in privacy regulations of HHS.
Allianz Life of NY may disclose Personal Information to a person
assisting in permitted uses if that person agrees in writing to be
bound to terms similar to Article 9.8.
C. Article 9.8 does not apply if:
1) the Personal Information is available to the public other than
as a result of any disclosure by Allianz Life of NY or its
representatives; or
2) the Personal Information was available to Allianz Life of NY
or its representatives on a nonconfidential basis before it
was obtained for uses permitted in Article 9.8; or
10
4) the law requires disclosure.
D. Allianz Life of NY will destroy Personal Information, if feasible,
after seven years after this Agreement terminates.
E. Allianz Life of NY agrees that money may be an inadequate remedy for
a breach of Article 9.8 and agrees to not object to an injunction
for this breach.
9.9 Binding Arbitration. If any dispute arises out of or relates to this
Agreement or its breach, termination or validity, the parties agree that
first, senior management will try in good faith to settle the dispute. If
they do not reach a solution within 90 days, the dispute will be settled
by arbitration administered by the American Arbitration Association
("AAA") according to its Commercial Arbitration Rules. The parties will
each pay the costs of its counsel, witnesses, experts and proofs The
parties will share the cost of the arbitration administration. The
arbitrator may award specific performance, rescission, or monetary damages
in an amount that does not include punitive or other damages in excess of
contractual damages.
As of January 1, 2006, all the promises, terms and conditions of this Agreement
will supersede those of Reinsurance Agreement Number 17055-036, dated January 1,
2005.
This Agreement will automatically terminate at the end of the Contract Year
(Article 8).
IN WITNESS WHEREOF, the Plan and Allianz Life of NY have, by their respective
officers, executed and delivered this Agreement, in duplicate effective from the
date set out on the face page of this Agreement.
MDNY HEALTHCARE
By:
Title:
ALLIANZ LIFE INSURANCE
By:
Title:
Printed Name
Printed Title Date
Signature for Actuarial/Underwriting approval:
Date of Actuarial/Underwriting approval;
11
DISCLOSURE STATEMENT
Provider/Plan Name: MIDNY Healthcare
Effective Date (proposed): January 1, 2006 through December
31, 2006
Date disclosure information is current:
On an attachment, list any individual to be included under this coverage where
the individual;
1. Has medical expenses are expected to reach or exceed 50% of the proposed
attachment point(s); or
2. is a potential organ transplant candidate on a waiting list; or
3. the Plan and the Member consent in writing to the disclosure; or
The attachment should list the individual's name, date of birth,
diagnosis, amount paid, amount pending, prognosis, and dates of service.
I have inquired of all available sources to obtain any medical information on
these individuals for this account. After review of this information, I
represent that the Information attached to this form Is complete and accurate, I
further understand that this information will be used to determine whether to
issue a contract and to determine rates and terms.
Dated:
Attest:
Dated:
Attest:
Signature of Authorized Representative
12
