e-filed 2016 feb 08 4:30 pm polk - iowa insurance divisioniowa insurance division nebraska insurance...

THE LAW OFFICES OF

DANIEL L. WATKINS

901 NEW HAMPSHIRE STREET, SUITE 200 LAWRENCE, KANSAS 66044

TELEPHONE: [email protected] FACSIMILE: (785) 843-0181 (785) 749-5652

INVOICE SUMMARY

For Period ending 8/31/15, Invoice 12034

Special Deputy Rehabilitator / CoOportunity Health

Extensive emails, telephone conferences and meetings with representatives of:

CMS Iowa Insurance Division Nebraska Insurance Department HealthPartners (HP) Iowa Life and Health Insurance Guaranty Association Nebraska Life and Health Insurance Guaranty Association Midlands Choice (provider network) National Organization of Life & Health Insurance Guaranty Associations (NOLHGA) CoOportunity Staff

Issues and projects involved:

3R payment calculations/issues APTC/CSR overpayments, CMS demand for repayment, offset issues Coordination with GAs re payment of provider claims, unearned premium Communications with providers regarding claim payments and repayment of

overpayments Report on factors involved in CH Insolvency Responses to regulator, provider, enrollee inquiries/appeals 2014 Financial Statement Marshaling of assets, including commercial reinsurance, pharmacy rebates Work on MLR/Risk Corridor issues, 7/31 report Work on CSR reconciliation analysis/process

Daniel L. Watkins 51.00 hours $ 12,750.00 Sharon J. Rose 11.00 hours 1,100.00 Itemized Expenses .00

Invoice Total: $ 13,850.00

E-FILED 2016 FEB 08 4:30 PM POLK - CLERK OF DISTRICT COURT

The Law Offices of Daniel L. Watkins

901 New Hampshire Street, Suite 200Lawrence, KS 66044

CoOportunity Health

2700 Westown Parkway Suite 345West Des Moines, IA

October 05, 2015

Telephone: 785-843-0181Fax: 785-749-5652

Invoice # 12034

Hours Amount

8/3/2015 DLW 2.25 Extended telephone calls, emails with Tony Leys, DMRegister reporter re status report, creditor priorities, GAs,CMS, 3Rs, suggested edits to article; Emails with IID, AG,Doug Schmidt, Sharon Rose re same; Emails with HP/GAsre responses to inquiries/appeals; Emails with Molly T. re6/30/15 financials reported to the Court; Email with DexterBodin re provider recoupments

8/4/2015 DLW 2.50 Emails with Mark Femal, HP re responses toinquiries/appeals; Emails, Telephone conferences withPaul Denko, reporter re status report, assets and liabilities,Risk Corridor; Emails with team re same; ExtendedTelephone Conversation Doug Schmidt, Kirsten Byrd rememos on preemption, setoff issues, discussion with DickFreije on GA analysis of issues; Edit activity report;Review/edit HB draft memo on netting/offset issues;Emails with Brad E., team re Risk Corridor calculations;

8/5/2015 DLW 2.25 Telephone conference with Mike Nestor at Optum re CMScall schedule, issues to discuss; Emails to team re CMScall schedule; Telephone conferences with Doug Schmidtre memo on netting/set off issues, Risk Corridor report on8/15, timing of sending position paper to CMS, proposalfor exchange of positions and possible late Sept.discussions, GA discussions, next steps; Analyze HBarguments on "netting"/offset; Research sequester issue;Emails with team re inquiries responses

8/6/2015 DLW 2.50 Review/edit HB memo on setoff/netting analysis; Emailswith HP/GAs re responses to inquiries/appeals; Emailswith Doug S., Molly T., Sharon R., Kirsten B., IID re RiskAdjustment fee, edits to memo on setoff/netting; Emailswith Becky Blum, Doug S. re agent inquiry on claims, RiskCorridor payment; Emails, Telephone conference withDoug S. re sequestration issue, additional edits to


CoOportunity Health 2Page

Hours Amount

setoff/netting memo; Email with Molly T. re payrollthrough October

8/6/2015 SJR 0.75 Review emails with Dan W., Doug S., Molly T., Kirsten B.re memo on setoff, Risk Adjustment; Review memo onsetoff;

8/7/2015 DLW 1.75 Emails with Molly T., Doug S., Sharon Rose re RiskAdjustment fee; Review draft of mutuality/netting/setoffmemo, Telephone conference with Doug S., reedits/footnotes to same, sequestration issues, CSRreconciliations; Emails with HP/GAs reinquiries/responses, recoupments from providers

8/10/2015 DLW 2.25 Further review Risk Corridor/netting memo from Doug S.,Kirsten B.; Emails re same, forwarding to IID, GAs;Emails with HP/GAs, team re inquiries/responses; Emailswith Mark F., Dexter B. re recoupment/collection issues,HP process; Review phone stats from HP on claims, calls;Emails with team re IT issues/Alliance contracts; Emailswith Kirsten B., CH insurance broker re coverages/renewals

8/11/2015 DLW 2.00 Review reports on delay of Risk Corridor report by CMS;Review HB July statement; Study selective netting issues;Further review/editing of Preemption and Netting/Offsetmemos; Emails with CMS re call schedule; Emails withHP, Dexter B., Mark F. re recoupment process,inquiries/responses

8/12/2015 DLW 2.50 Emails with Mark F., Dexter B., Sharon R., Doug S., reprocess for collecting overpayments from providers;Telephone conference with Doug S. re position paper forCMS, Risk Corridor report delay, GA input on CMSdiscussions; Review draft CMS position statement, makenotes for suggested edits

SJR 0.50 Emails with Dan W., Mark F., Dexter B., Doug S. reoverpayment collection from providers; Review offset andpreemption memos

8/13/2015 DLW 3.50 Emails with Kim Cross, Mark F., Sharon R., Doug S. reverbal external review finding, next steps; Review/editCMS position statement; Extended TelephoneConversation Doug S., Kirsten B., Sharon R. to discusssame, insurance coverage issues, GA input on CMSdiscussion; Emails with HP/GAs re responses to regulatorinquiries; Emails with Doug S., Molly T., Sharon R. reinsurance coverages, IT encryption; Review/edit new draft



Hours Amount

of CMS position statement; Email to Doug S., Kirsten B.re same

8/13/2015 SJR 1.25 Review position statement for CMS; Extended TelephoneConversation Doug S., Dan W., Kirsten B. re positionstatement, GA input, insurance coverage issues; Emailswith Dan W., Molly T., Doug S. re insurance, ITencryption/cyber policy; Emails with Dan W., Kim C.,Mark F., Doug S. re external review issues

8/14/2015 DLW 1.50 Review draft position paper/issues; Emails with NID, IID,HP, GAs re responses to complaints/appeals; Email withCMS re delay in Risk Corridor report and payments,request for information; Forward same to IID. NID, GAs; Emails to Doug S. re issues for discussion in finalizingposition paper for CMS

8/16/2015 DLW 1.50 Draft notice of new SEP, email same for review to GAs,CMS; Review recoupment listing, Email to Dexter Bodin,Molly Timlin, Doug Schmidt, Sharon Rose re recoupmentplan/contacting providers with large amounts due; Reviewposition paper issues and questions for finalizing with IIDand GAs; Emails with CMS re SEP notice, call schedulefor next few weeks, position paper to be forwarded toCMS/DOJ

SJR 0.50 Work with Dan W. on new SEP notice; Emails Dan W.,Doug S., Dexter B. re recoupment plan/large amounts due;

8/17/2015 DLW 3.75 Meet with Sharon R. re POCs, research on various types;Emails with HP, GAs, NID re responses tocomplaints/appeals; Review suggested edits to CMSposition paper; Emails/ Telephone conferences with MarkFemal, Doug Schmidt, Sharon Rose re SSN project by HPfor IRS; Telephone conference with Dick Freije, KatelynFisher, Tom Sullivan, Pam Olsen, Doug Schmidt, SharonRose re position paper for CMS, issues/strategy goingforward; Telephone conference with HP, Mark F., SharonR. re IRS SSN project/cost; Telephone conferences withMark F., Aaron Forbort, Sharon R. re options for IRS/SSNproject/costs; Emails with Doug S., Sharon R. re DanaWood POC;

SJR 2.00 Meet with Dan W. re Proofs of Claim, process, types;Emails, telephone conferences with Dan W., Doug S.,Mark F. re SSN requirement project; Review informationfrom Aaron F. at HP on SSN project cost; Telephoneconference with GAs re CMS position paper, going



Hours Amount

forward; Telephone conference with Dan W., Aaron F.,Mark F. re SSN project/costs; Meet with Dan W. re Dana(McNeill) Wood proof of claim

8/18/2015 DLW 2.50 Emails, Telephone conferences with HP/GAs/NID/IID reresponses to appeals/complaints; Telephone conferences,emails with Doug Schmidt, Sharon Rose re finalizing CMSposition paper, discussion with GAs, schedule/strategywith CMS, SSN project discussion with HP/GAs; Reviewclaim report from HP

8/19/2015 DLW 4.00 Telephone conference with Doug S. re contact with SteveRinglee, D&O coverage issues/timing of possible demand,finalizing CMS position paper; Analyze provideroverpayment listing, providers to be contacted by DeeBodin and Molly Timlin; Telephone conference with KimCross re external review cost/whether to contest, CMSposition paper being finalized; Emails with Kirsten Byrd,Brad Edmister re Risk Adjustment program, discussion inCMS position paper; Emails with HP. GAs, InsuranceDepartments re responses to inquiries/appeals; Reviewrevised draft of CMS position paper; Emails with MarkFemal, Sharon R., Molly T. Doug S. re CMS RI deposit toCH account, recoupment process, reconciliation ofaccounts with HP/CH on claim payments, premium,premium refunds and recoupments

8/20/2015 DLW 1.25 Telephone calls, emails with Doug Schmidt, Kirsten Byrd,GAs, IID re CMS position paper edits, executive summary;Emails with HP/GAs/IID re responses to inquiries/appeals;Review new recoupment listing from Dexter B./Molly T.

8/21/2015 DLW 1.50 Review final draft of CMS position paper, executivesummary; Telephone conference with Doug Schmidt reforwarding position paper to CMS, possible meeting dateswith CMS in late September, mediator issue; Emails withHP, GAs re responses to inquiries/appeals; Emails withMolly T., Sharon R. re A/Ps; Email with CMS re SEPnotice letter

SJR 0.25 Review final draft of CMS position papers;

8/24/2015 DLW 1.75 Emails with GAs, HP re responses to inquiries/appeals,OON issue, overlimit claim; Extended TelephoneConversation Doug Schmidt, Sharon Rose re call withSerena Orloff at DOJ re position paper, startup andinsolvency loans/supplemental paper, schedule forresponse/discussion in DC, possible mediation schedule,



Hours Amount

settlement consideration, next steps; Emails with Doug S.re dates for meeting with CMS/DOJ; Email with Aaron F.re SEP notice/CMS sign off

8/24/2015 SJR 0.75 Extended Telephone Conference Doug Schmidt, Dan W. reSerena Orloff at DOJ call;

8/25/2015 DLW 2.50 Emails with Mark F., Dexter B., Sharon R., Molly T. rerecoupment plan, Unity Point OON claim issue; Emailswith IID, insured re overlimit claim; Telephone conferencewith counsel for insured re overlimit claim; Telephoneconference with Doug S., Sharon R. Molly T., Brad E. reRisk Adjustment appeal/deadline, insurance renewalreview, audit for 2014-2015, reconciliation of CMSpayment; Analyze insurance coverage issues/renewalconsiderations and costs; Study Milliman analysis of RAconsiderations for new plans; Emails with GAs, Dexter B.re DaVita claim for dialysis, possible resolution; Emailswith HP, GAs re responses to inquiries/appeals; Emailswith CMS, HP re new SEP notice

8/26/2015 DLW 3.75 Extended Telephone Conference with Dexter Bodin, MarkFemal, Doug Schmidt, Sharon Rose, Molly Timlin reprocess for recouping overpayments from providers,resolution of some claim appeals; Emails with BradEdmister, Sharon R., Doug S. re Risk Adjustment appealdeadline, methodology questions; Extended TelephoneConversation Steve Lombardi, attorney for overlimitinsured re process for paying providers with overlimitclaims; Review insurance coverage issues; Emails withDoug S., Kirsten Byrd, Sharon R. re framing response toCMS on where loans fit into preemption/set off arguments;Calculate amounts projected for loan repayment if CMSpays on all risk programs; Emails with Molly T., SharonR., Doug S. re August payroll; Review Milliman article onRisk Adjustment considerations, Managed Care article onCoOps/CoOportunity issues

SJR 2.50 Extended Telephone Conversation with Mark F., Dan W.,Dexter B., Molly T., Doug S. re process for overpaymentrecoupment, claim appeals; Emails re RA appeal deadline,response to CMS on preemption; Work on POC database

8/27/2015 DLW 2.00 Meet with Sharon R. re HP/GA operations call,recoupment process; Emails with Brad E., Doug S. re 2015Risk Adjustment/Risk Corridor issues; Telephoneconference with GAs, Doug S., Sharon R. re discussionswith CMS, $55M RI payment, loan issues/supplemental



Hours Amount

position paper, recoupment process, overlimit claimsplan/discussion with counsel for insured with $475Koverlimit claims, timetable for CMS discussions, nextsteps; Email with Brad E. re RA appeal of MassachusettsCoOp; Email from CMS re Risk Corridor checklistattestation, Forward CMS RC checklist notice to IID, CHteam

8/27/2015 SJR 0.75 Meet with Dan W. re operations call, recoupment;Telephone conference with GAs, Doug S., Dan W. re CMSdiscussions, reinsurance payment, recoupment, timetablefor CMS, overlimit claims

8/28/2015 DLW 1.25 Operations call with HP/GAs, Sharon Rose, Molly Timlin,Doug Schmidt re recoupment issues/plan/claiminformation needed, Med Impact process at 8/31, responsesto inquiries; Emails with Aaron F., Mark F., Kathryn S. reappeal response deadline missed on complaint, potentialIRO/possible payment of claim; Emails with Doug S.,Kirsten Byrd re insurance coverages/renewals, notice tocarrier of potential claim

SJR 0.50 Operations call with HP/GAs, Dan W, Molly Timlin, DougSchmidt re recoupment issues/plan/claim informationneeded, Med Impact process at 8/31, responses to inquiries;

8/31/2015 DLW 2.25 Telephone calls, emails with Doug S., Kirsten B. reextension of cyber insurance coverage, GAs inquiry onearly access, CMS issues, draft statement to CMS onStart-Up and Solvency loans, next steps; Meet with MollyT., Sharon R. at CoOp re reconciliation of $54.7Mpayment from CMS, 2014-15 auditor possibilities; Emailswith CMS re RC checklist, attestation; Emails withHP/GAs re responses to inquiries; Review edited statementon loans

SJR 1.25 Meet with Molly T., Sharon R. at CoOp re reconciliationof $54.7M payment from CMS, 2014-15 auditorpossibilities; Meet with Molly T. re office furniture/sales

For professional services $13,850.0062.00



User SummaryName Hours Rate AmountDaniel L. Watkins 51.00 250.00 $12,750.00Sharon J. Rose 11.00 100.00 $1,100.00


THE LAW OFFICES OF

DANIEL L. WATKINS



INVOICE SUMMARY




CMS Iowa Insurance Division Nebraska Insurance Department HealthPartners (HP) Iowa Life and Health Insurance Guaranty Association Nebraska Life and Health Insurance Guaranty Association Midlands Choice (provider network) National Organization of Life & Health Insurance Guaranty Associations (NOLHGA) CoOportunity Staff


3R payment calculations/issues APTC/CSR overpayments, CMS demand for repayment, offset issues Coordination with GAs re payment of provider claims, unearned premium Communications with providers regarding claim payments and repayment of

overpayments Report on factors involved in CH Insolvency Responses to regulator, provider, enrollee inquiries/appeals 2014 Financial Statement Marshaling of assets, including commercial reinsurance, pharmacy rebates Work on MLR/Risk Corridor issues, 7/31 report Work on CSR reconciliation analysis/process

Daniel L. Watkins 45.75 hours $ 11,437.50 Sharon J. Rose 21.00 hours 2,100.00 Itemized Expenses 1,216.10





CoOportunity Health


October 05, 2015

Telephone: 785-843-0181Fax: 785-749-5652

Invoice # 12036

Hours Amount

9/1/2015 DLW 6.50 Work at CoOportunity with Sharon Rose, Molly Timlin,Brad Edmister, Dexter Bodin on financial issues/reports,CMS RC data attestation, 2014-15 audits, providerrecoupments, GA concerns, CSR reconciliations, MA.RiskAdjustment appeal/Wakely analysis; Extended TelephoneConversations with Doug Schmidt, Sharon R., Mark Femalre supplemental CMS statement on startup and solvencyloans, early access distribution to GAs, process for earlyaccess approval, next steps; Extended TelephoneConversation Doug S., Sharon R. re discussion withNOLHGA counsel on CMS discussions/negotiations, CMSrequest for supplemental memorandum on Start Up andSolvency Loans, timetable for negotiations, potential forearly resolution, meeting to discuss positionpapers/negotiating strategy

SJR 5.00 Meetings at CoOportunity with Dan W., Molly T., Brad E.,Dee B. on various issues including provider recoupments,MA Risk Adjustment appeal, data attestation,financial/audit; Extended Telephone Conversations withDan W., Doug S., Mark F. re early access distribution,statement on start up/solvency loans, next steps; ExtendedTelephone Conversation Doug S. re NOLHGA counseldiscussion on CMS negotiations/timetable, statement onstart up/solvency loans, GAs request for meeting,possibility for timely resolution

9/2/2015 DLW 4.25 Review supplemental memo to DOJ/CMS on Start-Up andSolvency Loans; Emails with Mark F., Molly T., Sharon R.re CMS payment of reinsurance less APTC/CSR and RAwithholding, early access accounting/process; AnalyzeCMS guidance paper on RC discrepancy worksheet, dataattestation process; Analyze Actuarial Retrospective paperon ACA 3Rs by Society of Actuaries; Analyze MinutemanCoOp appeal of RA methodology; Telephone conference



Hours Amount

with Doug Schmidt re meeting with GAs on CMS issues,early access application

9/2/2015 SJR 1.00 Emails with Dan W., Mark Femal, Molly Timlin rereconciling payment from CMS for reinsurance, earlyaccess accounting for GAs; Review memo to CMS on startup and solvency loans;

9/3/2015 DLW 1.50 Emails with HP and GAs re responses to inquiries/appeals;Review GA suggested edits to Supplemental memo toCMS re Start Up and Insolvency Loan priority; Telephoneconferences, emails with Doug Schmidt, Kirsten Byrd,Sharon Rose re the same, and possible dates for meetingwith GAs

9/4/2015 SJR 0.50 Extended Telephone Conference with Dan W., Doug S. recall with Serena O. at DOJ

DLW 1.25 Emails with Brad Edmister re Risk Corridor DataValidation/response to CMS; Emails with HP, GAs reresponses to inquiries; Emails, Telephone conferences withDoug Schmidt re finalizing supplemental memo to CMS,meeting with GAs;

9/8/2015 DLW 1.00 Emails with Brad Edmister, Doug Schmidt, Sharon Rose,Molly Timlin re RC checklist response/attestation to CMS:Emails with Dexter Bodin re recoupment project, hold oncollections; Emails with Mike Nestor at CMS, Doug S. reWednesday call/cancellation; Emails with HP, GAs reresponses to inquiries;

9/9/2015 DLW 0.75 Emails with Jim Armstrong re GA/CMS/IID meetings, RCchecklist response, CMS payment on reinsurance;Telephone conference with Doug Schmidt re GA/CMSmeetings, next steps; Emails with GAs, HP re responses toinquiries/appeals

9/10/2015 DLW 1.75 Telephone conferences with Doug Schmidt re meeting withGAs on 9/29, early access process/application; ExtendedTelephone Conversation with Aaron Forbort on overlimitclaim spreadsheet, Casner subrogation issues, Lombardiinquiries, PartnersRe inquiry on lien/waiver discussions;Emails, Telephone conferences with HP/GAs re responsesto inquiries/appeals; Emails with Dexter Bodin re overlimitclaim detail, recoupment calls; Telephone conference withAaron Forbort re SSI project, response to inquiries;



Hours Amount

9/11/2015 DLW 1.50 Emails with HP, GAs re responses to inquiries, lateresponse issue on experimental procedure appeal, new NIDappeal, overlimit claim detail; Extended TelephoneConversation Aaron Forbort re overlimit claimspreadsheet; Email with Aaron F., Brad Edmister reMedOptimize; Emails with Martha Crist re ending workfor CH, notice to IID, NID, CMS;

9/14/2015 DLW 0.50 Telephone conference with Aaron Forbort at HP rewebpage issue, potential solutions; Emails with Aaron F.,Molly T., Sharon R. re 1094, 1095 mailings, returnaddress; Emails with Doug S., Sharon R. re meeting withGAs on 9/28 in Des Moines

9/15/2015 DLW 0.50 Emails with HP and GAs re responses to inquiries

9/16/2015 DLW 0.75 Telephone calls, emails with Doug S., Sharon R. re GAmeeting agenda, CMS meeting; Emails re responses toinquiries/appeals

9/17/2015 DLW 0.75 Emails with HP, CH team re CMS filings for Iowa andNebraska; Emails with HP, GAs re responses toinquiries/appeals; Review and edit motion for early accessorder for GAs

9/18/2015 DLW 0.75 Telephone calls, emails with Doug Schmidt re GA, CMSmeetings, new balance sheet as of 9/30/15; Email with HP,GAs re responses to inquiries/appeals

9/21/2015 DLW 1.50 Emails with Doug Schmidt, Molly Timlin, Sharon Rose reattorney billings for 2012-14; Emails with Doug S.,DOJ/CMS re dates for meeting in early November; Meetwith Sharon R. re new POCs; Review CSR reconciliationmaterials from CMS

SJR 0.50 Meet with Dan W. re POCs; Emails, Dan W., Doug S.,Molly re attorney billings

9/22/2015 DLW 1.50 Emails with Molly Timlin, Mark Femal, Doug Schmidt,Sharon Rose re asset/liability listing, reconciliation of RIpayment from CMS with netted RA/APTC/CSR amounts;Telephone conference with Doug S. re status report forCommissioner/Jim Armstrong; Begin draft of status report;Emails with HP, GAs re responses to inquiries/appeals

9/23/2015 DLW 2.50 Telephone conference with Steve Lombardi re Casneroverlimit claims, subrogation issues, settlement withinsurance company; Emails with Brad Edmister, Aaron



Hours Amount

Forbort, Doug Schmidt, Sharon Rose re Casner claims for2014/2015, reinsurance analysis, subrogation issues;Emails with HP, GAs re responses to inquiries/appeals;Emails with Dexter Bodin re provider recoupments; Emailswith Doug S., Molly T., Sharon R. re invoice from Dani ;Emails with Mark Femal re reconciliation of federalreinsurance payment from CMS (w/Risk Adjustment andAPTC/CSR set offs); Analyze 8/31 and 9/30/15 balancesheets from Molly T.

9/24/2015 DLW 2.75 Emails with Aaron Forbort re new CMS guidance on SSIproject; Review Husch Blackwell August statement; EmailDoug Schmidt re same; Draft status report for IID; Emailswith Brad Edmister, Aaron F., Molly Timlin for 8/31 and9/30/15 Statements; Email Molly T., Doug S. re suggestededits to balance sheet; Emails with HP re call from ContraCosta, CA re tax payment for Steve Ringlee; Telephoneconference with/Email/Fax with Centerpoint Health reCasner overlimit claim; Telephone conference with SteveLombardi re Casner claims; Review Iowa/Nebraska GAPOC through 6/30/15

9/25/2015 DLW 2.25 Telephone calls, emails with Doug Schmidt, Sharon Rosere 22nd status report, revised balance sheet, GAs POC,meeting with CMS/DOJ, meeting on 9/29 withGAs/NOLHGA; Emails with Aaron Forbort re responses toInsurance Departments' inquiries/appeals; Review revisedstatus report, draft early access petition from Doug S.

SJR 1.00 Telephone calls, emails with Dan W., Doug S. re 22ndstatus report, GAs POC, meeting with GAs/NOLHGA,meeting with CMS; Review early access petition draft,status report

9/29/2015 DLW 9.25 Emails with Brad Edmister re Casner overlimit claims;Meet in Des Moines with Doug Schmidt, Kirsten Byrd,Iowa and Nebraska GAs, NOLHGA counsel and MarkFemal to discuss CMS/DOJ negotiations/strategy, assetdistributions, areas of study for potential 3rd party claims,next steps; Meet at CoOportunity with Brad Edmister,Molly Timlin, Dexter Bodin, Mark Femal, Doug Schmidt,Kirsten Byrd, Sharon Rose re Risk Corridor issues,financial issues, provider recoupments, potentialstrategies/approaches for settlement with CMS/DOJ; Emailwith Commissioner re Iowa Primary Care Associationinquiry; Emails with HP, GAs re responses to



Hours Amount

inquiries/appeals; Telephone conference, emails with MikeNestor at Optum re CMS scheduled call

9/29/2015 SJR 9.00 Meet in Des Moines with GAs, NOLHGA counsel, DougSchmidt, Kirsten Byrd, Mark Femal, Dan Watkins re CMSnegotiations/meeting, 3rd party claims, asset distributions;Meet at CH with Dexter Bodin, Brad Edmister, MollyTimlin, Mark F., Doug S., Kirsten B., Dan W. re financialissues, provider recoupments, settlement/strategies withCMS

9/30/2015 DLW 4.25 Meet at CoOpportunity with Doug S., Kirsten B., SharonR., Mark F., Brad E., Molly T. re potential CMS/DOJscenarios, Risk Corridor analysis, provider recoupments,premium/claim/recovery reconciliations with HP, updatedGA/NOLHGA POC, IT/hard drive issues, A/Ps, CSRreconciliations, 2014-15 audit, responses to Ins. Dept.inquiries

SJR 4.00 Meet at CH with Mark F., Brad E., Molly T., Dexter B.,Doug S., Kirsten B., Dan W. re CMS, providerrecoupments, updating GA POC, hard drive replacement inserver, 2014/15 audit, A/Ps


Additional Charges :

9/1/2015 578.14Hotel expense 8/31-9/1/15

9/30/2015 512.67Mileage to and from Des Moines 9/1-9/30/15

107.29Meals 9/1-9/30/15

18.00Parking/toll charges

Total costs $1,216.10

Total amount of this bill $14,753.60


Statement number: 12036

Expense Statement - CoOportunity HealthEmployee information Pay periodName Dan Watkins/Sharon Rose Department From 9/1/2015Employee ID Manager To 9/31/2015Position SDR / Proj. Mgr

Date Description Hotel Transport Mileage Meals Shipping Misc. TOTAL9/1/2015 to

9/31/2015 Mileage [email protected]/mi 512.67 512.67

9/1/2015 to9/31/2015 Meals 107.29 107.29

9/1/2015 to9/31/2015 Lodging 578.14 578.14

9/1/2015 to9/31/2015 Taxi, Parking, Tolls 18.00 18.00

9/1/2015 to9/31/2015 Postage/Overnight Chgs 0.00

578.14 0.00 512.67 107.29 0.00 18.00 1,216.101,216.10

1,216.10

For Office Use Only

Approved by Notes


THE LAW OFFICES OF

DANIEL L. WATKINS



INVOICE SUMMARY




CMS/Department of Justice Iowa Insurance Division Nebraska Insurance Department HealthPartners (HP) Iowa Life and Health Insurance Guaranty Association Nebraska Life and Health Insurance Guaranty Association Midlands Choice (provider network) National Organization of Life & Health Insurance Guaranty Associations (NOLHGA) CoOportunity Staff


Position papers to CMS/DOJ on Preemption and Setoff 3R payment calculations/payments/amounts withheld by CMS APTC/CSR overpayments, CMS demand for repayment, offset taken Coordination with GAs re payment of provider claims, unearned premium Communications with providers regarding claim payments and repayment of

overpayments, overlimit claims/settlement discussions Responses to regulator, provider, enrollee inquiries/appeals Financial Statements Marshaling of assets, including 3Rs, commercial reinsurance, pharmacy rebates Work on MLR/Risk Corridor issues Work on CSR reconciliation analysis/process

Daniel L. Watkins 32.00 hours $ 8,000.00 Sharon J. Rose 10.00 hours 1,000.00 Itemized Expenses .00





CoOportunity Health


November 23, 2015

Telephone: 785-843-0181Fax: 785-749-5652

Invoice # 12046

Hours Amount

10/1/2015 DLW 1.75 Emails re CMS re Risk Corridor payment of 12.6% for2014; Emails with Commissioners Gerhart and Ramge, JimArmstrong, Doug Schmidt, Sharon Rose re CMS notice onRisk Corridor; Extended Telephone Conversation Doug S.,Sharon R. re CMS notice on Risk Corridor, strategy fordiscussions on 3Rs/other issues w/CMS, meeting with IIDre issues in asset recovery, discussions with GAs, list ofissues for discussion w/CMS; Review final HB Auguststatement; Emails with HP, GAs re responses toinquiries/appeals

SJR 0.75 Extended Telephone Conference with Dan W., DougSchmidt re CMS issues, discussions with GAs, issues for11/10 meeting, notice on risk corridor payment percentage

10/2/2015 DLW 2.50 Telephone calls, emails with Chris Seipel at HP, LindaBrooks at PartnersRe and Doug Schmidt re overlimitclaims, excess reinsurance, subrogation issues, calls fromcounsel for enrollee with overlimit claims, getting fullinformation for consideration by HP/liquidator/Partners Reon any subrogation decisions/lien rights and request forpartial waivers; Telephone conference with Doug S.,Sharon R. re spreadsheet with assets/claim amounts bypriority for discussion purposes; Review Congressionalletter on CoOps; Work with Sharon R. on spreadsheet forpurposes of discussion with interested parties; Reviewearly access distribution considerations, issues;

SJR 0.75 Telephone conference with Dan W., Doug Schmidt reassets/claim amounts spreadsheet ; Meet with Dan W. respreadsheet edits

10/5/2015 DLW 1.50 Research IRS/levies in receivership; Analyze financials for7/1/15 -9/30/15; Emails with Molly T., Doug S., Sharon R.re income/expense statement 7/1-9/30/15; Email Doug S.



Hours Amount

re IRC 6331, receivership set offs

10/6/2015 DLW 1.75 Emails with HP, GAs re responses to inquiries/appeals;Emails with Dexter Bodin, Aaron Forbort, Doug Schmidt,Mark Femal, Sharon Rose re collection referral foroverpayments/recoupments; Review draft motion for assetdistribution, emails with Doug S. re same; Review briefingon CoOps/CMS issues; Review updated income/expenseupdate through 9/30/15 from Molly T.; Emails with DougS. re Risk Corridor payment timing

10/7/2015 DLW 1.75 Review spreadsheet for possible use in discussionsw/CMS; Extended Telephone Conversation Doug Schmidt,Sharon Rose, Molly Timlin re spreadsheetcategories/priorities, CMS issues, petition for distributionto allow Nebraska GA to make loan repayment issues fordiscussion with Commissioner Gerhart and Jim Armstrong; Emails with HP, GA re response to inquiries from IID,NID

SJR 1.00 Extended Telephone Conference with Dan W., DougSchmidt, Molly Timlin re CMS discussions, spreadsheetwith categories/priorities; petition for distribution, statusreview with Commissioner Gerhart, Jim Armstrong;

10/8/2015 DLW 2.75 Extended Telephone Conference Commissioner Gerhart,Jim Armstrong, Kim Cross, Doug Schmidt re proposal fordistribution, discussions with GAs, CMS; Telephoneconference with Doug S. re CMS issues, GA issues, nextsteps; Email to Mark Femal, Doug S., Dick Freije, SharonRose re projected settlement percentage offers on overlimitclaims; Telephone conferences with overlimit provider resettlement proposal ; Analyze potential early accessamount to petition Court for distribution; Telephoneconference with Doug S. re early access distribution , nextsteps; Emails with Angela at HP, Becky B. at IID recoverage issue/possible appeal

10/9/2015 DLW 2.25 Telephone calls, emails with Doug Schmidt, Sharon Rosere distribution proposal, statutory notifications of IID/NID,asset amount for early access; Review/edit drafts ofpetition for asset distribution; Telephone conference withMark Femal, Sharon R. re early access distribution,percentages for Nebraska/Iowa, timing issues ondistribution/receipt of other 3R payments, reconciliation ofaccounts waiting on HP data; Email to Becky B. reallowing late appeal



Hours Amount

10/9/2015 SJR 1.00 Telephone calls, emails with Dan W., Doug Schmidt renotifications of IID/NID discussion of amount for earlyaccess, distribution proposal; Telephone conference withDan W., Mark Femal re early accessdistribution/percentages per GA, timing issues, HP issues

10/12/2015 DLW 2.00 Emails with Jim Armstrong, Kim Cross re GA issues;Extended Telephone Conversation Dick Freije, MikeAdelberg, Doug Schmidt, Kirsten Byrd, Sharon Rose rebackground on 3Rs, views on preemption/netting,information/detail on GA issues; Emails with HP, IID reCoventry coverage issue/complaint; Draft memo to rehabfacility re overlimit claims, settlement offer; Telephoneconference with Doug S. re timing on early accessapplication/notice to CMS, issues for further discussion

SJR 0.75 Extended Telephone Conference with Dan W., DougSchmidt, Kirsten Byrd, Dick Freije, Mike Adelberg rebackground on issues, ACA/3R issues

10/13/2015 DLW 2.75 Emails with Jim Armstrong, Kim Cross re GA assetdistribution; Telephone conferences with Doug S. re GA,CMS issues, distribution to GAs, next steps; Edit memoon overlimit claims; Telephone conference, emails withoverlimit insured's agent, HP, Mark Femal re overlimitclaims, claim coverage periods, next steps in attempting toresolve; Review guidance on expenses, emails toCommissioner, Jim A., Kim C. re expense issues;Telephone conference with Mark F. re detail on financialsummaries

10/14/2015 DLW 1.50 Review POC issues; Emails with Jim Armstrong, KimCross, Doug Schmidt re GA early access distribution;Telephone conferences with Doug S. re CMS issues, 3Rsfor 2015, early access issues; Emails with HP, MarkFemal, IID re inquiries, responses, appeals; Telephoneconference with Mark F. re GA issues

10/15/2015 DLW 0.50 Emails with Doug Schmidt re early access distributionissues, CMS issues

10/20/2015 DLW 0.50 Telephone calls, emails with Doug Schmidt, Molly Timlin,Sharon Rose re 2014 final reinsurance payment issues;Email with Mike Nestor/CMS re call schedule, 2015 3Rs

SJR 0.25 Telephone conference with Dan W., Doug Schmidt, MollyTimlin re reinsurance payments;



Hours Amount

10/23/2015 DLW 1.00 Review financial status at 9/30/15, motion for early accessdistribution; Telephone conference with Doug Schmidt recall to CMS about motion for early access distribution, GAissues, next steps; Emails with HP/GAs reappeals/responses

10/26/2015 DLW 2.25 Telephone conference with Steve Lombardi re overlimitclaims, settlement discussions; Telephone conferences, faxes to Medical Center, Rehabilitation Hospital reoverlimit claims; Emails with Aaron Forbort at HP andDexter Bodin re Midland/MultiPlan discounts at providerswith overlimit claims, detail on enrollees with unpaidoverlimit claims; Analyze GA early access distributionissues; Telephone conference with San Antonio healthcarecenter re overlimit claim/potential settlement

10/27/2015 DLW 2.75 Telephone conference with Jim Armstrong, Kim Cross,Doug Schmidt re early access application issues, email resame to follow up; Email with Jim A. re possible briefingat NAIC; Emails with Molly Timlin, Brad Edmister reA/Ps, CMS point of contact response; Emails with DexterBodin re Midland and MultiPlan provider discounts fornegotiations on overlimit claims; Emails with HP, MarkFemal, Dexter B., Doug S., Sharon Rose re provider refundlist, pursuit of refunds by HP before referring to collection;Telephone conference with Doug S., Sharon R. re call onCMS issues, Treasury/IRS issues , agenda for discussionson CMS issues; Extended Telephone Conversation withRehabilitation Hospital re settlement agreement onoverlimit claim; Emails with Aaron Forbort and Dexter B.re information needed for settlement discussions onoverlimit claims

10/28/2015 DLW 4.50 Multiple telephone calls, emails with providers reresolving overlimit claims; Emails with Mark Femal, DougSchmidt, Sharon Rose re same; Telephone conference,email with Mark F. re early access distribution; Telephoneconference, emails with Molly Timlin re payrollreview/approval; Extended Telephone Conversation withDoug S., Sharon R. re early access distribution process,CMS issues

SJR 3.50 Extended Telephone Conference with Dan W., Doug S. re early access distribution, CMS issues; Work on Proof ofClaim database



Hours Amount

10/30/2015 SJR 2.00 Work on Proof of Claim database entry



THE LAW OFFICES OF

DANIEL L. WATKINS



INVOICE SUMMARY




CMS/Department of Justice Iowa Insurance Division Nebraska Insurance Department HealthPartners (HP) Iowa Life and Health Insurance Guaranty Association Nebraska Life and Health Insurance Guaranty Association Midlands Choice (provider network) National Organization of Life & Health Insurance Guaranty Associations (NOLHGA) CoOportunity Staff GA Overlimit claimants/providers/counsel


Preemption and Setoff issues with CMS/DOJ 3R payment calculations/payments/amounts withheld by CMS APTC/CSR overpayments, CMS demand for repayment, offset taken Coordination with GAs re payment of provider claims, unearned premium Communications with providers regarding claim payments and repayment of

overpayments, overlimit claims/settlement discussions Responses to regulator, provider, enrollee inquiries/appeals Financial Statements Marshaling of assets, including 3Rs, commercial reinsurance, pharmacy rebates,

subrogation and recoupment of overpayments MLR/Risk Corridor issues CSR reconciliation analysis/process for Iowa Medicaid and CMS

Daniel L. Watkins 45.50 hours $ 11,375.00 Sharon J. Rose 22.00 hours 2,200.00 Itemized Expenses 1,875.67





CoOportunity Health


December 07, 2015

Telephone: 785-843-0181Fax: 785-749-5652

Invoice # 12052

Hours Amount

11/2/2015 DLW 3.25 Emails with HP, Mark Femal, Sharon Rose re 2015 filesubmissions to CMS, next steps in sending reports/filings;Extended Telephone Conversation with Doug Schmidt, reCMS discussion with Serena Orloff, GA discussion withDick Freijie, GA expense submissions/timing, R-FAWGpresentation, 11/10 DOJ/CMS meeting issues; Operationscall with HP/GAs, Doug S., Sharon R., re HP filesubmissions to CMS, notice to providers re bar date,claims/adjustments post-bar date; Review McKinsey reporton ACA plans; Review DOJ/CMS response to positionpaper; Extended Telephone Conversation Doug S. reDOJ/CMS positions/potential resolutions

11/3/2015 DLW 3.00 Analyze DOJ/CMS communications; Draft memo to MikeNestor re request on discontinuing data feeds to CMS,circulate to HP, GAs for review; Draft notice to providersre December 15, 2015 bar date, circulate to HP, GAs,Dexter Bodin for review; Extended TelephoneConversation Kelly Wilson, attorney at Children'sHospital-Omaha re settlement of overlimit claims; Reviewdocument request from Senate Committee onInvestigations, Emails with IID, Doug S. re same; Emails,Telephone conferences with Doug S. re discussion withDOJ re 11/10 meeting, review of issues, notice toproviders, overlimit notice, message to Mike Nestor re datafiles, discussion with CMS re Risk Corridor figure inattachment to letter, GA statute question; Telephoneconferences, emails with providers with overlimit claims

11/4/2015 SJR 0.75 Emails with Dan W., Dexter Bodin, Mark Femal, DougSchmidt, HP re provider refunds, referral to collections;Telephone conference with Dan W., Doug S. re call withDOJ re CMS/DOJ response, agenda for meeting, Treasuryrepresentation at 11/10 meeting



Hours Amount

11/4/2015 DLW 2.75 Emails with Doug Schmidt, Mark Femal re overlimitproviders pro rata settlement offers; Emails with IID, HP reMEC/ACE 6055/6056 reporting for group insureds; Emailswith Dexter Bodin, GAs, IID, NID re 12/15/15 bar datenotice to providers; Email to CMS re data file reportingissues; Emails with Doug S., Molly T. re SenateCommittee letter re financial reports, 10/31/15 financialreport update for early access application; Emails,Telephone conferences with Doug S., Kirsten B., SharonR. re CMS meeting on 11/10, analysis of CMSpositions/authorities cited

11/5/2015 DLW 1.75 Emails, Extended Telephone conversation with MarkFemal, Sharon Rose re pro rata settlement offers tooverlimit providers, early access distribution,reconciliation of premium/premium refunds/providerrecoupments; Emails with Brad Edmister re Risk Corridorcalculation; Telephone conference with GAs, DougSchmidt, Kirsten Byrd, Sharon Rose, Mark Femal re earlyaccess application, CMS meeting issues; Telephoneconference with Doug S. re call with Serena Orloff at DOJre GAs, RC amount, agenda for meeting;

11/6/2015 DLW 2.00 Telephone conference with Doug Schmidt re latestdiscussion with Serena Orloff at DOJ, strategy for CMSmeeting; Telephone conference with CommissionerGerhart, Jim Armstrong, Kim Cross, Doug S., Sharon R. reearly access application, DOJ/CMS response onpreemption/netting issues, strategy for discussions 11/10;Review spreadsheet with payables and receivables,October 31 financial statement; Emails with Molly Timlin,Doug S. re RC asset listing; Emails with CommissionerGerhart, Jim A., Kim C., Doug S., Sharon R. re CMSpositions

11/7/2015 DLW 1.25 Emails with Molly Timlin, Doug Schmidt re 10/31/15financial statement, reinsurance receipts; Email with DougS., Sharon Rose, Kirsten Byrd re RC and CSRreconciliation from Brad Edmister; Review issues for CMSmeeting

11/9/2015 DLW 5.75 Review position papers, CMS response, spreadsheet on3Rs/other receivables/payables; Meet with Bill O'Sullivan,Dick Freijie, Tom Sullivan, Pam Olsen, Doug Schmidt,Kirsten Byrd, Sharon Rose re GA/CMS issues/concerns; Prepare for 11/10 meeting at CMS



Hours Amount

11/9/2015 SJR 4.00 Review documents in preparation for 11/10 meeting; Meetwith Dick Freije, Tom Sullivan, Pam Olson, BillO'Sullivan, Dan Watkins, Doug Schmidt, Kirsten Byrd reGA/CMS issues, early access;

11/10/2015 DLW 6.25 Meet at CMS with various representatives, Doug Schmidt,Sharon Rose, Kirsten Byrd to discuss matters at issue;Communicate with GAs/NOLHGA re issues/concerns,next steps; Meet with Doug S., Kirsten B., Sharon R. reissues discussed with CMS, next steps

SJR 6.25 Meet with CMS representatives, Doug Schmidt, DanWatkins, Kirsten Byrd to discuss issues; Meet with GAs reissues/concerns, next steps; Meet with Dan W., Doug S.,Kirsten B. re issues from meeting with CMS, next steps

11/11/2015 DLW 1.00 Review notes from 11/10 meeting; Emails with HP, GAs reinquiries/appeals/responses

11/12/2015 DLW 1.50 Emails with Kirsten Byrd, Sharon Rose, Doug Schmidt rememo to Commissioner on 11/10 meeting issues, possiblepath for resolution; Emails with NID, HP, GAs reinquiries/appeals; Telephone conference with Doug S. recall from DOJ, next steps; Telephone conference withLinda Brooks at ISM/PartnersRe re subrogation rights onoverlimit claims

11/13/2015 DLW 2.50 Telephone calls, emails re memo to Commissioner/JimArmstrong/Kim Cross on status of discussions with CMS;Emails with HP, GAs re inquiries/appeals/responses;Telephone conferences, emails with providers withoverlimit claims, HP, Steve Lombardi, Doug Schmidt resettlement proposals, timetable; Extended TelephoneConversation Doug S. re edits to memo to Commissionerand Jim Armstrong, further discussions with Serena Orloff

11/15/2015 DLW 0.50 Review/edit memo to Commissioner/Jim Armstrong;Review petition for early access distribution/asset list;Emails to Doug Schmidt, Kirsten Byrd re memo on CMSmeeting, petition for early access/asset listing

11/16/2015 DLW 3.75 Emails with HP, GAs, IID re request for late appeal onclaims/unpaid premium; Emails with Doug Schmidt,Kirsten Byrd re memo to Commissioner/JimArmstrong/Kim Cross re status of issues/discussions withCMS; Extended Telephone Conversation with Doug S. renext steps with CMS overlimit issues/settlementagreements, CSR issues; Analyze netting



Hours Amount

issues/considerations on 3Rs/CSR reconciliations;Extended Telephone Conversation with Brad Edmister reCSR reconciliation issues, Iowa Medicaid calculations,simplified vs standard methods of calculation; Email withDoug S., Brad E., Sharon R., Kirsten B. re CSRreconciliation issues/method

11/17/2015 DLW 2.75 Review email from Doug Schmidt re discussion pointswith DOJ/CMS; Review final draft of petition for earlyaccess distribution, balance sheet exhibit; Telephoneconference with Doug S. re same, outline for furtherdiscussions with DOJ/CMS; Review CSR issues/paymentsfor reconciliation projection; Emails with Brad Edmister,Molly Timlin, Doug S., Sharon R. re CSR reconciliation;Study RA factors for 2015 estimate

11/18/2015 DLW 2.00 Review draft petition for extension of bar date for U.S.;Emails with Becky Blum, Doug Schmidt re Lewis & Ellisinvoice; Emails with Molly Timlin, Sharon Rose re A/Ps;Emails with HP, GAs, Doug S. re new subrogation claim;Review HB October statement; Emails, Telephoneconference with Doug S. re discussions with CMS on bardate, benchmarks for review of issues/timetable,communications w/GAs about issues/timetable; Emailswith Doug S. re R-FAWG meeting, discussions forum atIAIR on 3Rs, CoOportunity

DLW 1.75 Telephone conferences with Doug Schmidt re discussionsw/CMS/GAs, bar date request, benchmarks for potentialresolution; Extended Telephone Conversation with GAs restatus of 3R recoveries, timetable for resolving issues withCMS/IRS/DOJ, early access agreement, next steps;Telephone conference with Doug S. re meeting with IID onbar date extension, follow up with DOJ/CMS

SJR 4.00 Continue POC entry into database

11/19/2015 DLW 0.50 Emails with Molly T re A/Ps for review and payment toMidlands Choice (provider network), Alliance (IT/internet)and Infomax (IT); Emails w/HP, GAs, IID, MD reinquiries/appeals/responses/collections

SJR 4.50 Work on POC database entry

11/20/2015 SJR 2.50 Work on POC database entry



Hours Amount

11/23/2015 DLW 1.50 Telephone conference with Doug Schmidt re bar dateextension issues; Email to Kim Cross and Jim Armstrongre HB September and October statements; Telephoneconference with Doug S. re GA discussion, DOJ review ofissues, timetable for filing petition on bar date extensions;Email with Molly Timlin re financial issues; Emails withHP, GAs, IID and NID re inquiries/appeals/responses;Review letter from Sen. Portman re information sought bySenate Committee

11/24/2015 DLW 0.75 Review draft document on interim status of discussionswith DOJ and CMS; Telephone conference with DougSchmidt re same; Emails with HP, GAs reinquiries/appeals/responses

11/27/2015 DLW 0.25 Emails with Scott Z./NID re resolution of complaint;Review motion to extend bar date for U.S., "stand-still"issues with U.S.

11/30/2015 DLW 0.75 Emails with Commissioner Gerhart re amounts of earlyaccess for Iowa/Nebraska, total claims paid; ExtendedTelephone Conversation Doug Schmidt re communicationswith CMS/DOJ, personnel and space issues, 2015 3Rreports, audit of 2014/15; Emails with HP, GAs reresolution of inquiries/appeals


Additional Charges :

11/1/2015 607.94Hotel expense for CMS meeting

1,199.88Airline tickets for CMS meeting

23.85Taxi for CMS meeting

44.00Parking/toll charges

Total costs $1,875.67

Total amount of this bill $15,450.67


Statement number:

Expense Statement - CoOportunity HealthEmployee information Pay periodName Dan Watkins/Sharon Rose Department From 11/1/2015Employee ID Manager To 11/30/2015Position SDR / Proj. Mgr

Date Description Hotel Transport Airfare Meals Shipping Misc. TOTAL11/1/2015 to

11/30/2015 Airfare to DC for CMS mtg 1,199.88 1,199.88

11/1/2015 to11/30/2015 Meals 0.00

11/1/2015 to11/30/2015 Lodging 607.94 607.94

11/1/2015 to11/30/2015 Taxi, Parking, Tolls 67.85 67.85

11/1/2015 to11/30/2015 Postage/Overnight Chgs 0.00

607.94 67.85 1,199.88 0.00 0.00 0.00 1,875.671,875.67

1,875.67

For Office Use Only

Approved by Notes


THE LAW OFFICES OF

DANIEL L. WATKINS



INVOICE SUMMARY



Emails, telephone conferences and meetings with representatives of:

Husch Blackwell/Counsel to Liquidator CoOportunity Staff Iowa Insurance Division Nebraska Insurance Department CMS/Department of Justice HealthPartners (HP) Iowa Life and Health Insurance Guaranty Association Nebraska Life and Health Insurance Guaranty Association Midlands Choice (provider network) National Organization of Life & Health Insurance Guaranty Associations (NOLHGA) GA Overlimit claimants/providers/counsel


Preemption and Setoff issues with CMS/DOJ, extension of bar date for U.S. 3R payment calculations/payments/amounts withheld by CMS, Risk Corridor issues Coordination with GAs re payment of provider claims, unearned premium, early access Communications with providers regarding repayment of overpayments, overlimit

claims/settlement discussions Responses re regulator, provider, enrollee inquiries/appeals Financial Statements Marshaling of assets, including 3Rs, commercial reinsurance, pharmacy rebates,

subrogation and recoupment of overpayments CSR reconciliation analysis/process for Iowa Medicaid and CMS 2015 EDGE Server enrollment/claim data submissions

Daniel L. Watkins 40.75 hours $ 10,187.50 Sharon J. Rose 8.25 hours 825.00 Itemized Expenses 0.00





CoOportunity Health


January 05, 2016

Telephone: 785-843-0181Fax: 785-749-5652

Invoice # 12061

Hours Amount

11/25/2015 DLW 1.25 Emails with Doug Schmidt, Kirsten Byrd, Sharon Rose recommunications with DOJ/CMS on status quoarrangement, IRS issues, 2014-15 audit, 3Rs and CSRreconciliations; Emails with HP re uncashed checks,process to handle

12/1/2015 DLW 1.75 Emails with Aaron Forbort, Doug Schmidt re response torecord subpoena from Omaha attorney; Emails, Telephoneconference with Brad Edmister re baseline report due CMSon 2015 enrollment, other data, 2016 Office space issues,2016 contract for actuarial services for 3R/CSR/EDGEserver activity; Extended Telephone Conversation DougSchmidt re discussion with DMS/DOJ on bar dateextension, timetable for certain determinations; Email tostakeholders/providers re 12/15/15 bar date for claimsubmissions

12/2/2015 DLW 1.00 Extended Telephone Conferences with Doug Schmidt rediscussions with DOJ/CMS on disputed issues/timetablefor resolution, extension of Bar date for U.S., Orderapproving early access distribution

12/3/2015 DLW 2.00 Emails with Dexter Bodin, HP, GAs re bar date/appealsissues; Email with NID re premium refund approval,resolution of complaint; Extended Telephone ConversationDoug Schmidt, GAs re update on status ofissues/discussions, early access distribution order andmechanics of distribution, bar date extension for U.S.,timeline on resolution of issues; Telephone conferencewith Doug S., Sharon R. re followup on discussions withCMS/DOJ, next steps

SJR 0.75 Extended Telephone Conference with GAs, Doug Schmidt,Dan Watkins re early access distribution, bar dateextension for US, status of issues; Telephone conference



Hours Amount

with Dan W., Doug S. re CMS/DOJ discussions, next steps

12/4/2015 DLW 1.50 Telephone calls, emails with Doug Schmidt, Kirsten Byrd,Sharon R. re communications with DOJ/CMS; Emails withHP, GAs, NID re premium refund request/response; Emailswith Dexter Bodin, Molly Timlin, Mark Femal, Sharon R.re provider recoupments; Emails with Molly T., Mark F.,Tom Sullivan, Pam Olsen, Doug S., Sharon R. re transferof $60M to GA account per early access distributionapproval by the Court; Telephone conference with Doug S.re discussions with AAG, Jordan E. re proposed Order toextend bar date for U.S.

SJR 0.50 Telephone conference with Dan Watkins, Doug Schmidt,Kirsten Byrd re DOJ communications; Emails with DanW., GAs, Doug S. re early access transfer to GA account;

12/7/2015 DLW 2.25 Telephone calls, emails with Steve Lombardi, LindaBrooks (Partner Re) re subrogation issues on overlimitclaims/prior amounts paid by CoOportunity; Email withJim Armstrong, Kim Cross re November statement, MollyTimlin and Brad Edmister 2016 contracts/projects, officespace in 2016; Emails with Doug Schmidt, Sharon Rose,Kirsten Byrd re settlement agreements with providers onoverlimit claims; Emails with Doug S., Molly T., SharonR., IID re response to Sen. Portman information request;Telephone conference with Doug S. re discussion withIRS; Emails with Doug S., Molly T., Sharon R. re IRSissues; Review draft overlimit settlement agreement

SJR 1.00 Emails with Dan W., Doug Schmidt, Kirsten Byrd reoverlimit provider settlements; Emails, Dan W., Doug S.,Molly T. re Sen. Portman information request response;Emails, Dan W., Doug S., Molly T. re IRS issues; Reviewinformation received from HP for POC determinations;

12/8/2015 DLW 2.75 Review/edit settlement agreement template for overlimitclaims; Emails with Doug Schmidt, Sharon Rose, MollyTimlin, Kirsten Byrd re IRS filings; Review notes,spreadsheets, emails with providers on overlimit claims;Prepare overlimit settlement agreements; Email providerswith overlimit claims re draft settlement agreements

12/9/2015 DLW 2.50 Review overlimit claims/providers for settlement contacts;Telephone conferences, emails with Childrens Hospital reoverlimit claims; Emails with Centerpoint and WarmSprings re settlement of overlimit claims, no balancebilling provision; Emails with HP, GAs re uncashed



Hours Amount

checks, contacting providers/insureds; Meet with SharonRose re POCs/determinations; Emails with NID, HP reinquiry on claims/premium issues; Review responseletter/list of documents for U.S. Senate inquiry; Telephoneconference with Doug Schmidt re same

12/9/2015 SJR 0.75 Meet with Dan Watkins re status of POCs/determinations;Emails with Aaron Forbort re POC findings fordeterminations

12/10/2015 DLW 1.75 Emails with Jim Armstrong, team re response to Senateinquiry; Telephone conference, emails with HP, GAs,Sharon Rose re process for handling uncashed checks,notice to payees, notice to claimants/providers filing lateclaims (after 12/15/15 bar date); Telephone conferenceswith Madonna Rehabilitation Hospital and Bryan/LincolnGeneral re overlimit claim settlements

SJR 0.50 Telephone conference with GAs, Dan W. re uncashedchecks, notice to payees, notice to providers filing lateclaims;

12/11/2015 DLW 4.75 Telephone calls, emails with providers on proposedsettlement agreements on overlimit claims; Discuss officelease extension with Sharon Rose per Doug Schmidtconversation with landlord; Emails with HP, GAs, NID reinquiries/responses to complaints/appeals; Email withDexter Bodin re status of recoupment efforts; Telephoneconference with IID re response to U.S. Senate request forinformation, discussions with CMS, overlimit settlementefforts, next steps; Email with Warm Springs Rehab reexecuted settlement agreement on overlimit claims;Telephone conference with GAs re status of issues withCMS, early access distribution, HP activities, next steps;Send letter to The Health Law Consultancy requestingCoOportunity records; Telephone conference with DougS., Kirsten B. re Milliman counsel notice

SJR 0.25 Meet with Dan W. re office lease, Doug S. discussion withlandlord;

12/14/2015 DLW 1.25 Telephone conferences, emails with Brad Edmister, MollyTimlin, Doug Schmidt re employment agreementextensions; Emails with Doug S., Kirsten Byrd re Senatedocument transmittal, Milliman issues; ReviewGeorgetown article on CoOp failures



Hours Amount

12/15/2015 DLW 1.25 Emails with Brad Edmister and Molly Timlin re extendingemployment contract; Email, Telephone conferences withChildren's Hospital in Omaha re overlimit claims; ReviewCommonwealth article on CoOp challenges/failures;Emails with Angel Robinson re claims sent to IID; Emailswith Aaron Forbort re bar date issues with claim awaitingBC/BS determination before CHP secondary coverage isprocessed

12/16/2015 DLW 1.75 Work with Sharon Rose on overlimit settlements withproviders; Email with Doug Schmidt, Kirsten Byrd repetition for Court approval to pay overlimit settlements;Emails with Aaron Forbort re 1099 provider reporting, taxlien calls; Emails with Molly Timlin re providerrecoupment/refund report; Telephone conferences, emailswith overlimit providers re settlement agreements; Reviewwith Sharon Rose last POC's received by 12/15/ bar date

SJR 1.25 Meet with Dan W. on overlimit settlements, review finalPOCs received by 12/15 bar date; Emails with AaronForbort re findings for POC determinations; Reviewinformation for POC determinations received from HP

12/17/2015 DLW 1.50 Emails with Molly Timlin, Jim Armstrong, Sharon Rose,Doug Schmidt re Iowa tax lien, POC filed, response toDOR; Email and Telephone conference with Doug S. reGA communications on status of issues; Begin draft of 3rdStatus Report;

SJR 0.25 Meet with Dan W. re Iowa tax lien, review POCs databasefor Iowa tax POC

12/18/2015 DLW 1.00 Telephone conference with Doug Schmidt re call withDick Freije re CMS/DOJ issues/timetable; Email withMolly Timlin re 12/31/15 financial statements; Email withAaron Forbort re Bryan LGH collection effort, claim bardate issue; Email with Mark Femal, Molly Timlin re claimrecovery reconciliation

12/22/2015 DLW 1.50 Emails with Kirsten Byrd, Mark Femal re reconciliation onoverlimit claims; Emails with Jim Armstrong, DougSchmidt, Kirsten B., Molly Timlin re loan payment detailfor Senate inquiry; Emails with Doug S., Kirsten B., Jim A.re Kentucky inquiry on CMS netting, IT position; Emailswith providers on overlimit settlements; ExtendedTelephone Conversation Andrew Rouse at Plante Moran re2014-15 audits; Telephone conference with Doug S. reaudits; response to Kentucky inquiry; Telephone



Hours Amount

conference, email with Jeff Gaither re CMS, IT issues;Emails with team re secondary coverage issue

12/23/2015 DLW 0.75 Edit petition for approval of overlimit settlements, emailswith Doug Schmidt, Mark Femal re same; Emails withMark Femal on claim issues; Emails with Doug Schmidt reclaim issues

12/24/2015 DLW 0.25 Reply to NID inquiries on insured complaints, responseletters

12/28/2015 DLW 1.50 Emails with HP/GA re NID inquiry; Review overlimitsettlement issues, 10% contingent payment for providers ifCMS hold ends; Review emails from Brad Edmister reoptions for office space in 2016 with Sharon Rose; Workon draft status report

SJR 0.25 Meet with Dan W. re office space options from BradEdmister

12/29/2015 DLW 5.50 Work on Status Report draft; Emails with Molly Timlin,Dexter Bodin re Midlands Choice provider networkagreement, remaining payment for network; Emails withAaron Forbort, Mark Femal re claim status with bar datepassed, outstanding claims/appeals, total paid by GAs onclaims/premium refunds; Telephone conference, emailwith Mark Martens with Eide Bailly re 2014-115 auditreports, background on CoOportunity/2014-15 financialstatements; Emails with Aaron F, Molly T. re employmentverification inquiry; Review 10/31/15 financials andadjustments for 12/31/15 update for Status Report exhibit;Telephone conferences, emails with providers withoverlimit claims re settlement proposals/agreements;

12/30/2015 DLW 3.00 Work with Sharon Rose on Status Report draft and12/31/15 Financial Statement presentation; Telephoneconferences, emails re status report data/financials withMolly Timlin, Doug Schmidt, Mark Femal, Aaron Forbort;Update overlimit settlement files, summary; Telephoneconference with Doug S. re DOI inquiry on CMS issues,Milliman documents, CMS negotiations

SJR 2.50 Work on Status Report draft and 12/31/15 FinancialStatement issues/presentation; Telephone conference withDoug Schmidt, Dan Watkins re DOI inquiry on CMS,response to U.S. Senate document request, 12/31/15



Hours Amount

financial statement issues/presentation, CMS issues, nextsteps; Update overlimit claim settlement information

12/30/2015 SJR 0.25 Meet with Dan W. on draft of status report, financialstatement edits




User SummaryName Hours Rate AmountDaniel L. Watkins 40.75 250.00 $10,187.50Sharon J. Rose 8.25 100.00 $825.00


THE LAW OFFICES OF

DANIEL L. WATKINS



INVOICE SUMMARY



Emails, telephone conferences and meetings with representatives of:

Husch Blackwell/Counsel to Liquidator CoOportunity Staff Iowa Insurance Division Nebraska Insurance Department CMS HealthPartners (HP) Iowa Life and Health Insurance Guaranty Association Nebraska Life and Health Insurance Guaranty Association Midlands Choice (provider network) National Organization of Life & Health Insurance Guaranty Associations (NOLHGA) GA Overlimit claimants/providers/counsel


Preemption and Setoff issues with CMS/DOJ3R payment calculations/payments/amounts held by CMS, Risk Corridor issues

Coordination with GAs re provider claims and appeals, unearned premium, recoupments Communications with HP regarding overpayments, responses to claim appeals, EDGE

Server data issues/submissions Responses re regulator, provider, enrollee inquiries/appeals Financial Statements for 12/31/15, Status Report to the Court for 1/31/16 Marshaling of assets, including 3Rs, commercial reinsurance, pharmacy rebates,

subrogation and recoupment of overpayments CSR reconciliation analysis/process for Iowa Medicaid and CMS 2015 EDGE Server enrollment/claim data submissions Petition for Approval of Settlements on Overlimit Claims

Daniel L. Watkins 43.00 hours $ 10,750.00 Sharon J. Rose 4.50 hours 450.00 Itemized Expenses 0.00



The Law Offices of Daniel L. Watkins901 New Hampshire Street, Suite 200Lawrence, KS 66044

CoOportunity Health2700 Westown Parkway Suite 345West Des Moines, IA

February 16, 2016

Telephone: 785-843-0181Fax: 785-749-5652

Invoice # 12069

Hours Amount

1/4/2016 DLW 0.75 Emails with NID re response to insured inquiry aboutpremium refund; Emails with Madonna RehabilitationHospital re overlimit claim settlement; Email with CMS,HP, Doug S., Brad E. re January 8 EDGE Server datasubmission to CMS for 2015 3R calculations

1/5/2016 DLW 0.75 Emails with Brad Edmister, Peter Morey at HP, CMS,Doug S. re 1/8/15 EDGE Server submission to CMs on2015 enrollment/claims; Emails with HP re bar dateissues/inquiries; Review response of the Health LawConsultancy to CH records request

1/6/2016 DLW 2.75 Emails with Brad Edmister, Pete Morey at HP, CMS, DougSchmidt re corrections to baseline data submitted on EDGEserver, new 1/8 submission on enrollment/claims; ReviewHB November statement, email to Doug S. re same;Review Eide Bailly audit proposal; Telephone conferencewith Andrew Rouse at Plante Moran re proposal for2014-15 audit; Study CMS notice/guidance on 2015 RiskAdjustment and Reinsurance Data Reporting Milestones;Telephone conference with Doug S. re call with otherCoOp states on CMS/Loan default notices; emails withHealth Partners re provider appeals, insured appeals,insurance department inquiries; Edit 3rd Status Report;Emails with Molly Timlin re premium refund reconciliationwith GAs; Emails with Aaron Forbort re phonestatistics/reports; Emails with Yasmin Jeshani at IID reForm 1095A mailings;

1/7/2016 DLW 2.25 Telephone calls, emails with HP, providers re claimresolution issues; Emails with Brad Edmister re RiskAdjustment guidance, 1/8/16 data submission, CSRreconciliations; Emails with Doug Schmidt re providerrecoupments/letter to providers, claim response frominsurer; Telephone conference with Doug S. re discussionwith regulators/IID on loan default notices, 1/15 target forDOJ/CMS response, 1/8/16 Edge Server submission, 2015



Hours Amount

RI/RA feedback from CMS, CMS RC report; Work on 3rdStatus Report

1/8/2016 DLW 1.00 Emails with Commissioner, team re call 1/11 to discussCMS issues; Review status of issues with CMS,netted/withheld amounts, GA claims paid/premiumrefunds/premium refunds/premium income; Emails withaudit firms

1/9/2016 DLW 0.50 Email to Commissioner/Jim Armstrong, Kim Cross, DougSchmidt re status of issues with CMS for 1/11 discussion

1/11/2016 DLW 1.50 Telephone conference with Commissioner, Jim Armstrong,Kim Cross, Doug Schmidt, Sharon Rose re CMS/CoOpissues, approach to addressing issues; Emails with BradEdmister re EDGE Server data/issues, 1/8 report; Emails,Telephone conferences with Doug S., Mike F. re CoOpissues, CMS issues; Telephone conference with Doug S. rediscussion on loan documents

1/12/2016 DLW 2.00 Emails with Mark M. at Eide Bailley, Doug Schmidt re2014-2015 audit proposal; Discuss gift cardaccount/balance with Sharon Rose, call to vendor; Emailswith Aaron Forbort at HP re pending claims/appeals; Edit3rd Status Report; Emails with Molly Timlin re 2015financial statements for Status Report; Discuss NOLHGAexpense issues with Doug S; Email with Doug S., Molly T.re IRS Form 2013 issues

1/13/2016 DLW 2.75 Emails with IID re CO inquiry on United assessment;Telephone conferences with Doug Schmidt re July letterfrom DOJ re Start Up loan, calls from Michigan, SouthCarolina; Telephone conferences with Molly Timlin, DougSchmidt re 2015 reinsurance payment due 1/15, call toSerena Orloff about netting issues, NAIC sharing Julyletter; Work on finalizing 2015 financial statement withMolly T.; Email draft 2015 Financial statement toCommissioner, Jim Armstrong, Kim Cross; Emails withAaron Forbort, Arlen R. at Bryan re pending claims,response on appealed claim; Telephone conference withMichigan AG office re July DOJ letter; Review CoOpsarticle from Doug S.

1/14/2016 DLW 3.25 Emails with Doug Schmidt, Molly Timlin re financialstatement components; Emails with Jim Armstrong re2014-15 audit; Analyze Risk Corridor report, RiskAdjustment issues; Review NOLHGA document onexpenses; Telephone conferences, emails with MarkMartens at Eide Bailly re 2014-15 audit; Telephoneconference with Doug S., Molly T. re 2015 financial



Hours Amount

statement questions; Telephone conference with Doug S.,Molly T. re 2015 financial statement issues, non-profitstatus, status report, next steps; Emails with MartinSwanson, NID and Deb S. re overlimit claim settlements;Emails with Doug S., Brad E. re CMS feedback on 2015Reinsurance and Risk scores for RA; Edit petition forapproval to pay overlimit settlements

1/18/2016 DLW 3.25 Review HB memo analyzing issues; Extended TelephoneConversation Eide Bailly audit team, Molly Timlin, SharonRose, Brad Edmister, Doug Schmidt re background for2014-15 audit report on financial statements,process/timeline/workpapers, next steps; Telephoneconference with Doug S., Kirsten Byrd, Sharon Rose renext steps with GAs/CMS/Commissioner re CMS stance onholding 3Rs; Email with NID re response to complaint#18380; Emails with Chris Seipel, Doug S., Sharon R. atHP re lien claim, information for bar date extensionresolution; Emails with Arlen R. at Bryan LGH re overlimitsettlement, cancellation of collection agency effort onclaim being paid by CoOp; Review HB memo onprocedural issues; Extended Telephone Conversation DougS. re CMS issues; Telephone conference, email with MariaHartman re petition for bar date extension for filing POC

SJR 2.00 Extended Telephone Conference with Eide Bailly auditteam, Dan W., Doug S., Molly T., Brad E. re 2014-15 auditreport, process, next steps; Telephone conference with DanW., Doug S., Kirsten B. re GAs/CMS/Commissioner reCMS stance, next steps; Review HB memos re estateissues; Extended Telephone Conference with MelissaRyan, The Members Group re outstanding gift cards,money being held, options for disposition

1/19/2016 DLW 4.50 Telephone conferences with Tim Sweet, counsel forinsured, re claims resolution, POC filing, subrogationissues, next steps; Email with Commissioner, DougSchmidt re CoOp issues; Emails with Doug S., Chris S.,Jordan E., Sharon R. re bar date extension request, claimsapparently timely filed and paid, answer to court;Telephone conferences/contact with several providers reoverlimit claims, potential settlements; ExtendedTelephone Conversation with Doug S., GAs, Sharon R. restatus of CMS issues/concerns; Telephone conference withChris S. at HP re claims related to POC extension filings,subrogation and attorney fee issues

SJR 1.50 Emails with Dan W., Doug S., Jordan E., Chris S. re bardate extension filing, receipt of POCs; Extended TelephoneConversation with Dan W., Doug S., GAs re status of CMS



Hours Amount

issues/concerns

1/20/2016 DLW 1.75 Emails with Angel R. at IID, HP re 1095 taxforms/mailing; Emails with CMS re Enterprise IdentityManagement Systems; Emails with Angela D. at HP reNID inquiry; Edit 3rd Status Report, email to Kirsten B.,Doug S.; Emails with Molly T. re invoices for transplantservices; Email with Kevin Kendrick at CMS re 2014 losses

1/21/2016 DLW 1.00 Emails with Kirsten Byrd, Doug Schmidt re loan agreementterms; Telephone conferences, emails with Mark Femal reoverlimit claims, projected assets/payments to GAs; Emailfrom CMS re RA diagnoses data

1/22/2016 DLW 2.75 Telephone calls, emails with CMS re CMS data portalaccess; Telephone conferences with BAH/CMS, HP, BradEdmister re Edge Server RA diagnosis data issues, nextdata submission; Emails with Doug Schmidt re response tobar date extension request, loan document provisions;Review latest draft of 3rd Status Report due by 1/31;Telephone conference with McGrath North firm re recordssubpoena; Review Fabe opinion, email Doug S. re same

1/25/2016 DLW 3.25 Telephone calls, emails with Doug Schmidt, Tim Sweet reclients' claims, motion to extend bar date, subrogationissues; Telephone conference with Doug S. re Fabe , CMSstance on netting; Analyze Loan agreement terms, discusswith Doug S.; Telephone conference with Doug S. re auditengagement letter, OIG report, next steps; Work on settlingoverlimit claims

1/26/2016 DLW 2.50 Extended Telephone Conference with Mark Femal, SharonRose re reconciliation of claims/recoupments/premiumrefunds, overlimit claim petition, GA issues, EDGEServer/diagnosis programming issue; Telephoneconference with Doug Schmidt re withdrawal of bar dateextension petition, GA issues, overlimit petition, 3rd StatusReport, EDGE Server submission/claim diagnosesprogramming; Telephone conference with Counsel for autoaccident claimant re processing of claims; Telephoneconference with Ryan Donahue at Eide Bailly reengagement letter; Emails with HP, Brad Edmister reEDGE Server issues, RI/RA calculations, next datasubmission; Emails with Doug S., GAs, Molly T. re 3rdStatus Report, Overlimit claim settlements, financialstatement at 12/31/15

SJR 1.00 Extended Telephone Conference with Mark Femal, DanWatkins re reconciliation of claims/recoupments/premiumrefunds, EDGE Server submission issue, overlimit claim



Hours Amount

petition, GA issues ; Extended Telephone Conversationwith The Members Group re 1700+ gift cards withamounts remaining, list of cardholders and amounts,options for money being held;

1/27/2016 DLW 2.50 Analyze financial statement issues including pharmacyrebates and 3R receipts/receivables; Emails with MarkFemal, Dexter Bodin, HP, Molly Timlin re claims from2014 in last batch of payables, claim recoupment issues,next steps; Telephone conference with Centerpoint Rehabre overlimit claim settlement, petition to Court; Emails withDoug Schmidt re review of issues with DOJ/CM/IRS, nextsteps; Review proposed edits to pleadings to pay overlimitclaims, 3rd Status Report; Telephone conference withDoug S. re finalizing 3rd Status Report, petition to approveand pay overlimit claim settlements, analysis of issuesrelated to CMS; Emails with Mark Femal, Aaron Forbort,Molly T., Dexter B., Doug S. re provider recoupmentissues, next steps; Review latest report on providerrecoupments

1/28/2016 DLW 1.75 Emails with Brad Edmister, Molly Timlin, Doug Schmidt,Sharon Rose re 2015 3Rs, 2014-15 CSR reconciliations;Emails with Aaron Forbort, HP team re recoupment issues;Review final edits to 3rd Status Report, petition to payoverlimit claims; Extended Telephone Conversation AaronF. at HP re audit process, pharmacy rebates/recoupments,provider edits to claims, GA inquiry on claim report;Review Eide Bailly engagement letter; Telephoneconference with Autumn McCall at HP re pharmacyoverpayment, recoupment efforts

1/29/2016 DLW 2.25 Emails with providers with overlimit claims re petition forapproval to pay settlements filed with Liquidation Court;Telephone conference with Molly Timlin, Sharon Rose reEide Bailly inquiries on balance sheet at 12/31/15, A/Ps forapproval, schedule to meet with auditors; ExtendedTelephone Conversation, email to Compensation Proagency re insurance commissions; Emails with AaronForbort re balance billing issue, contacting provider aboutpayment




User SummaryName Hours Rate AmountDaniel L. Watkins 43.00 250.00 $10,750.00Sharon J. Rose 4.50 100.00 $450.00


IN THE IOWA DISTRICT COURT FOR POLK COUNTY ______________________________________________________________________________ STATE OF IOWA, ex rel. ) Case No. EQCE077579 NICK GERHART, IOWA ) COMMISSIONER OF INSURANCE, ) )

Petitioner, ) MOTION FOR APPROVAL OF ) DEPUTY LIQUIDATOR’S v. ) AUGUST – DECEMBER 2015 ) FEES AND EXPENSES COOPORTUNITY HEALTH, INC., ) ) Respondent. ) ______________________________________________________________________________ COMES NOW Nick Gerhart, Iowa Insurance Commissioner, as Liquidator of

CoOportunity Health, Inc., and files this Motion for Approval of the Deputy Liquidator’s August

- December Fees and Expenses. In support thereof, the Liquidator states as follows.

1. The Commissioner as Liquidator may appoint one or more special deputies. Iowa

Code § 507C.21(1)(a). The Rehabilitator has appointed Dan Watkins, of Watkins Law Office in

Lawrence, Kansas, as a Special Deputy Rehabilitator.

2. The compensation for the Special Deputy Rehabilitator shall be fixed by the

Commissioner and shall be paid out of the funds or assets of the insurer. Iowa Code

§ 507C.21(1)(d).

3. The Special Deputy has submitted to the Liquidator fees for the months of

August, September, October, November, and December, 2015. The Liquidator has reviewed and

approved the fees and expenses submitted by the Special Deputy, and has determined that they

are reasonable and necessary for the administration of the CoOportunity estate.

WHEREFORE, the Liquidator requests that the Court approve the attached statements

of fees and expenses of the Special Deputy for payment.

1


Respectfully submitted, THOMAS J. MILLER IOWA ATTORNEY GENERAL /s/ JORDAN G. ESBROOK JORDAN G. ESBROOK, AT0009996 PAMELA D. GRIEBEL, AT0003082 Assistant Attorneys General 1305 East Walnut Street Des Moines, Iowa 50319 Telephone: (515) 281-8159 Facsimile: (515) 281-4209 E-Mail: [email protected] [email protected] ATTORNEYS FOR PETITIONER STATE OF IOWA ex rel. IOWA COMMISSIONER OF INSURANCE NICK GERHART

Original filed electronically. Copy electronically served by email on: Daniel L. Watkins Special Deputy Liquidator 901 New Hampshire, Ste 200 Lawrence, KS 66044 [email protected]

G. Thomas Sullivan Iowa Life & Health Insurance Guaranty Association 700 Walnut Street, Suite 1600 Des Moines, Iowa 50309-3899 [email protected]

Pamela Epp Olsen Nebraska Life & Health Insurance Guaranty Association 233 South 13th Street, Suite 1900 Lincoln, Nebraska 68508 [email protected]

Becky Blum ACA Project Manager Iowa Insurance Division 601 Locust, 4th Floor Des Moines, Iowa 50309 [email protected]

Martin Swanson Administrator for Health Policy Nebraska Department of Insurance 941 “O” Street, Suite 400 Lincoln, Nebraska 68508 [email protected]

Lourdes A. Grindal-Miller Centers for Medicare & Medicaid Services 7500 Security Boulevard Baltimore, Maryland 21244 [email protected]

2


mailto:[email protected]








Copy served by U.S. Mail on: U.S. Dept. of Health and Human Services Office of the General Counsel Attention: William Schultz 200 Independence Ave. S.W. Washington, DC 20201 Remaining parties were served electronically via ECF System: Dick Freije Katelyn Miner Faegre Baker Daniels LLP 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 [email protected] [email protected]

Douglas Schmidt Husch Blackwell LLP 4801 Maine Street, Ste 1000 Kansas City, MO 64112 [email protected]

Andrew R. Anderson Faegre Baker Daniels LLP 801 Grand Avenue, 33 Rd Floor Des Moines, Iowa 50309-8011 [email protected] Attorneys for National Organization of Life & Health Insurance Guaranty Associations

PROOF OF SERVICE

The undersigned certifies that the foregoing instrument was served upon each of the persons identified as receiving a copy by delivery in the following manner on February 8, 2016.

U.S. Mail FAX Hand Delivery Overnight Courier Federal Express Email ECF System Participant (Electronic Service)

Signature: /s/ Lisa Wittmus

3






Petitioner, ) MOTION FOR APPROVAL OF ) DEPUTY LIQUIDATOR’S v. ) JANUARY 2016 ) FEES AND EXPENSES COOPORTUNITY HEALTH, INC., ) ) Respondent. ) ______________________________________________________________________________ COMES NOW Nick Gerhart, Iowa Insurance Commissioner, as Liquidator of

CoOportunity Health, Inc., and files this Motion for Approval of the Deputy Liquidator’s

January 2016 Fees and Expenses. In support thereof, the Liquidator states as follows.

1. The Commissioner as Liquidator may appoint one or more special deputies. Iowa

Code § 507C.21(1)(a). The Rehabilitator has appointed Dan Watkins, of Watkins Law Office in

Lawrence, Kansas, as a Special Deputy Rehabilitator.

2. The compensation for the Special Deputy Rehabilitator shall be fixed by the

Commissioner and shall be paid out of the funds or assets of the insurer. Iowa Code

§ 507C.21(1)(d).

3. The Special Deputy has submitted to the Liquidator fees for the months of

January 2016. The Liquidator has reviewed and approved the fees and expenses submitted by

the Special Deputy, and has determined that they are reasonable and necessary for the

administration of the CoOportunity estate.

WHEREFORE, the Liquidator requests that the Court approve the attached statements

of fees and expenses of the Special Deputy for payment.

1


Respectfully submitted, THOMAS J. MILLER IOWA ATTORNEY GENERAL /s/ JORDAN G. ESBROOK JORDAN G. ESBROOK, AT0009996 PAMELA D. GRIEBEL, AT0003082 Assistant Attorneys General 1305 East Walnut Street Des Moines, Iowa 50319 Telephone: (515) 281-8159 Facsimile: (515) 281-4209 E-Mail: [email protected] [email protected] ATTORNEYS FOR PETITIONER STATE OF IOWA ex rel. IOWA COMMISSIONER OF INSURANCE NICK GERHART

Original filed electronically. Copy electronically served by email on: Daniel L. Watkins Special Deputy Liquidator 901 New Hampshire, Ste 200 Lawrence, KS 66044 [email protected]






2










Copy served by U.S. Mail on: U.S. Dept. of Health and Human Services Office of the General Counsel Attention: William Schultz 200 Independence Ave. S.W. Washington, DC 20201 Remaining parties were served electronically via ECF System: Dick Freije Katelyn Miner Faegre Baker Daniels LLP 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 [email protected] [email protected]



PROOF OF SERVICE




3





KCP-4632313-1

SUMMARY BILLING STATEMENT For HB Invoice No. 2270599

September 2015

Issues addressed:

Provider overpayments and refunds

Address lien issues on overlimit claims

Work on and review issues with regard to liquidation financial statements

3R timeline for reporting and funding

Research setoff and netting issues raised by CMS and potential defenses to same

Address issues and negotiate with DOJ

Analysis of and evaluate and research potential early access distribution

Federal excise tax claims

Research and address numerous issues with regard to GA administrative expenses

Analysis of CoOportunity projections versus actual performance

Research and analysis of third party professionals’ duty of care to CoOportunity

In addressing the issues above and others, we met and conferred on numerous occasions with the numerous individuals, groups and entities, including but not limited to: CoOportunity personnel; CMS; Department of Justice (DOJ); Iowa Insurance Division; Nebraska Insurance Department; HealthPartners (HP); Iowa Life and Health Insurance Guaranty Association; Nebraska Life and Health Insurance Guaranty Association; and National Organization of Life & Health Insurance Guaranty Associations (NOLHGA).


KCP-4632313-1

2

Timekeeper Hours Fees Byrd, Kirsten 57.10 $23,411.00Fielding, Mike 2.40 $888.00Jacob, Tessa .20 $79.00Kitson, Kyle 5.80 $1,566.00Schmidt, Doug 62.70 $34,171.50Scott, Kathryn 1.30 $260.00Simpson, Anna 14.00 $3,920.00Williams, Susan .90 $184.50 Total Hours: 144.40 Total Fees: $64,480.00 Total Expenses: $1,823.88 Statement Total: $66,303.88


KCP-4642732-1

SUMMARY BILLING STATEMENT

For HB Invoice No. 2295462

November 2015

Issues addressed:

Research and negotiate early access distribution with GA and draft motion for approval

of same

Analysis of federal excise tax and other federal claims

Research and address numerous issues with regard to GA administrative expenses


Address lien issues and negotiate and settle overlimit claims

Identify issues and draft potential interim agreement with CMS and DOJ

Evaluate defenses to IRS efforts to collect federal taxes

Address issues and negotiate with DOJ and draft motion to extend the federal

government’s bar date

Research setoff issues raised by start-up loan agreement

In addressing the issues above and others, we met and conferred on numerous occasions with the

numerous individuals, groups and entities, including but not limited to: Special Deputy;

CoOportunity personnel; CMS; Department of Justice (DOJ); Iowa Insurance Division;

Nebraska Insurance Department; HealthPartners (HP); Iowa Life and Health Insurance Guaranty

Association; Nebraska Life and Health Insurance Guaranty Association; and National

Organization of Life & Health Insurance Guaranty Associations (NOLHGA).


KCP-4642732-1

Timekeeper Hours Fees

Byrd, Kirsten 39.50 $16,195.00

Fielding, Mike 2.20 $814.00

Kaufman, Emily 2.70 $675.00

Mukeyeva, Asel 2.00 $540.00

Schmidt, Doug 83.30 $45,398.50

Scott, Tyler 7.80 $2,223.00

Smith, Carol .10 $19.00

Total Hours: 137.6 Total Fees: $65,864.50

Total Expenses: $2,477.95

Statement Total: $68,342.45


KCP-4661216-1


December 2015

Issues addressed:

Negotiation and draft motion for extension of proof of claim deadline for the United States government


Address issues, identify applicable documents and draft responses to inquiries and document request from United States Senate Subcommittee


Address lien issues and negotiate and settle overlimit claims and draft motion for approval to pay overlimit claims


Address issues and negotiate with DOJ regarding United States government setoff and claim issues

Research issues raised by start-up loan agreement

Address provider payment recoupment issues

In addressing the issues above and others, we met and conferred on numerous occasions with the numerous individuals, groups and entities, including but not limited to: Special Deputy; CoOportunity personnel; CMS; Department of Justice (DOJ); Iowa Insurance Division; Nebraska Insurance Department; HealthPartners (HP); Iowa Life and Health Insurance Guaranty Association; Nebraska Life and Health Insurance Guaranty Association; and National Organization of Life & Health Insurance Guaranty Associations (NOLHGA).


KCP-4661216-1

2


Byrd, Kirsten 49.30 $20,213.00Carlson, Travis .70 $140.00Kitson, Kyle 37.90 $10,233.00Schmidt, Doug 48.30 $26,323.50Scott, Katie 7.0 $1,400.00Simpson, Anna 2.20 $616.00Teeter, Derek 26.50 $9,142.50 Total Hours: 171.9 Total Fees: $68,068.00 Total Expenses: $1,050.00 Statement Total: $69,118.00


KCP-4661227-1


January 2016

Issues addressed:

Address EDGE server data submission issues of 2015 policy year

Assemble documents and draft response to Senate inquiries


Research and address issues regarding provider recoupment


Address lien issues and negotiate and settle overlimit claims

Address lease and staffing issues for CoOportunity Estate


Evaluate facts and legal research with regard to federal government setoff issues

Assemble materials and draft Third Status Report

Research subordination issues raised by start-up loan agreement

Analysis of facts and legal research regarding federal government claims in insurance company insolvency proceedings and defenses to same

In addressing the issues above and others, we met and conferred on numerous occasions with the numerous individuals, groups and entities, including but not limited to: Special Deputy; CoOportunity personnel; CMS; Department of Justice (DOJ); Iowa Insurance Division; Nebraska Insurance Department; HealthPartners (HP); Iowa Life and Health Insurance Guaranty Association; Nebraska Life and Health Insurance Guaranty Association; and National Organization of Life & Health Insurance Guaranty Associations (NOLHGA).


KCP-4661227-1

2


Byrd, Kirsten 41.40 $17,181.00Cruciani, John .30 $145.50Kitson, Kyle 8.60 $2,408.00Raupp, Michael 4.40 $1,232.00Schmidt, Doug 64.20 $35,631.00Scott, Katie .10 $21.00Teeter, Derek 16.90 $5,999.50 Total Hours: 135.90 Total Fees: $62,618.00 Total Expenses: $0.00 Statement Total: $62,618.00



Petitioner, ) MOTION FOR APPROVAL OF ) FEES v. ) ) COOPORTUNITY HEALTH, INC., ) ) Respondent. ) ______________________________________________________________________________ COMES NOW the Liquidator of CoOportunity Health, Iowa Insurance Commissioner

Nick Gerhart, and requests the Court’s approval for payment of bills for the Special Counsel to

the Liquidator, Husch Blackwell, for August through December 2015, and in support thereof,

states as follows.

1. The Iowa Code provides the Liquidator with the authority to retain counsel to

assist in the liquidation of CoOportunity Health. Iowa Code § 507C.14(1).

2. The Liquidator has retained Douglas Schmidt and the firm of Husch Blackwell of

Kansas City, Missouri, as counsel, and the Court has approved the Liquidator’s agreement with

Husch Blackwell. See February 27, 2015 Order.

3. Compensation for counsel to the Liquidator shall be fixed by the Liquidator, and

requires approval of the Court. Iowa Code § 507C.21(1)(c).

4. Counsel to the Liquidator has engaged in work on behalf of the Liquidator, and

has presented the Liquidator with billing statements to be paid.

1


5. The Liquidator has reviewed the fees charged by Husch Blackwell for work

performed in the Rehabilitation and then Liquidation in August through December, 2015, and

finds these fees to be reasonable.

6. The Liquidator files as exhibits to this Motion summary statements of Husch

Blackwell’s billing for August through December, 2015. The Liquidator has proposed to file the

actual billing statements under seal, by motion filed simultaneously with this request.

7. The Liquidator presents these bills to the Court for the Court’s approval.

WHEREFORE, the Liquidator requests that the Court approve payment of Husch

Blackwell’s bills for work on the Liquidation of CoOportunity Health in August, September,

October, November, and December, 2015.

Respectfully submitted,

THOMAS J. MILLER IOWA ATTORNEY GENERAL /s/ JORDAN G. ESBROOK JORDAN G. ESBROOK AT0009996 PAMELA D. GRIEBEL AT0003082 Assistant Attorneys General 1305 East Walnut Street Des Moines, Iowa 50319 Telephone: (515) 281-8159 Facsimile: (515) 281-4209 E-Mail: [email protected] [email protected] ATTORNEYS FOR PETITIONER STATE OF IOWA ex rel. IOWA COMMISSIONER OF INSURANCE NICK GERHART

2




Certificate of Service

I hereby certify that on February 9, 2016, a copy of the foregoing Motion for Approval of

Fees was filed and served by email upon:

Daniel L. Watkins Special Deputy Liquidator 901 New Hampshire, Ste 200 Lawrence, KS 66044 [email protected]






Copy served by U.S. mail on: U.S. Dept. of Health and Human Services Office of the General Counsel Attn: William Schultz 200 Independence Ave. S.W. Washington, DC 20201 Remaining parties were served electronically via ECF System: Dick Freije Katelyn Miner Faegre Baker Daniels LLP 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 [email protected] [email protected]


3











PROOF OF SERVICE




4




Petitioner, ) MOTION FOR LEAVE TO FILE ) AUGUST THROUGH DECEMBER v. ) HUSCH BLACKWELL BILLING ) STATEMENTS UNDER SEAL COOPORTUNITY HEALTH, INC., ) ) Respondent. ) ______________________________________________________________________________ COMES NOW the Liquidator of CoOportunity Health, Iowa Insurance Commissioner

Nick Gerhart, and requests leave to submit billing statements for special counsel Douglas

Schmidt and his firm, Husch Blackwell under seal for the Court’s in camera review, and in

support thereof, states as follows.





Husch Blackwell. See February 27, 2015 Order. The Liquidator has an attorney-client

relationship with Mr. Schmidt and Husch Blackwell. See Comm. on Prof'l Ethics & Conduct of

the Iowa State Bar Ass'n v. Wunschel, 461 N.W.2d 840, 845 (Iowa 1990) (elements necessary to

create attorney client relationship).



1




5. The Liquidator will file monthly summaries including the amounts paid to the

Special Counsel.

6. However, the billing statements contain information protected by the attorney

client privilege. See § Iowa Code 622.10.

7. There is a general agreement among courts that attorney billing statements and

time records are protected by the attorney-client privilege to the extent that they reveal litigation

strategy and/or the nature of services performed. See, e.g., Beavers v. Hobbs, 176 F.R.D. 562,

565 (S.D. Iowa 1997); Gonzalez Crespo v. The Wella Corp., 774 F. Supp. 688, 690 (D.P.R.

1991); Colonial Gas Co. v. Aetna Cas. & Sur. Co., 144 F.R.D. 600, 607 (D.Mass. 1992); Real v.

Continental Group, Inc., 116 F.R.D. 211, 213–14 (N.D.Cal. 1986); United States v. Keystone

Sanitation Co., 885 F. Supp. 672, 675 (M.D. Pa. 1994). Narratives of services provided reveal

the mental processes and advice of attorneys, which is protected by work product and attorney

client privilege. Keystone Sanitation, 885 F. Supp. at 675.

8. The Court permitted the Liquidator to file the December 2014 and January and

February 2015 billing statements under seal in this matter.

9. Certain portions of the billing statements for August, September, October,

November, and December, 2015 provided by Special Counsel do reveal the details of the work

which has been performed by Husch Blackwell on the Liquidator’s behalf, and of advice given

by Husch Blackwell to the Liquidator.

10. The Liquidator requests permission to file the billing statements under seal for the

Court’s in camera review.

2


WHEREFORE, the Liquidator requests permission to file a public summary of the

amount paid to Husch Blackwell, and to file the actual billing statements of Special Counsel

Husch Blackwell under seal for the Court’s review.



3




Certificate of Service I hereby certify that on February 9, 2016, a copy of the foregoing Motion for Leave to

File August through December Husch Blackwell Billing Statements Under Seal was filed and

served by email upon:

Daniel L. Watkins Special Deputy Liquidator 901 New Hampshire, Ste. 200 Lawrence, KS 66044 [email protected]






Copy served by U.S. Mail on: U.S. Dept. of Health and Human Services Office of the General Counsel Attn: William Schultz 200 Independence Ave. S.W. Washington, DC 20201

4








Remaining parties were served electronically via ECF System: Dick Freije Katelyn Miner Faegre Baker Daniels LLP 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 [email protected] [email protected]

Douglas Schmidt Husch Blackwell LLP 4801 Maine Street, Ste. 1000 Kansas City, MO 64112 [email protected]


PROOF OF SERVICE




5






Petitioner, ) MOTION FOR LEAVE TO FILE ) JANUARY 2016 HUSCH v. ) BLACKWELL BILLING ) STATEMENTS UNDER SEAL COOPORTUNITY HEALTH, INC., ) ) Respondent. ) ______________________________________________________________________________ COMES NOW the Liquidator of CoOportunity Health, Iowa Insurance Commissioner

Nick Gerhart, and requests leave to submit billing statements for special counsel Douglas

Schmidt and his firm, Husch Blackwell under seal for the Court’s in camera review, and in

support thereof, states as follows.





Husch Blackwell. See February 27, 2015 Order. The Liquidator has an attorney-client

relationship with Mr. Schmidt and Husch Blackwell. See Comm. on Prof'l Ethics & Conduct of

the Iowa State Bar Ass'n v. Wunschel, 461 N.W.2d 840, 845 (Iowa 1990) (elements necessary to

create attorney client relationship).



1




5. The Liquidator will file monthly summaries including the amounts paid to the

Special Counsel.

6. However, the billing statements contain information protected by the attorney

client privilege. See § Iowa Code 622.10.

7. There is a general agreement among courts that attorney billing statements and

time records are protected by the attorney-client privilege to the extent that they reveal litigation

strategy and/or the nature of services performed. See, e.g., Beavers v. Hobbs, 176 F.R.D. 562,

565 (S.D. Iowa 1997); Gonzalez Crespo v. The Wella Corp., 774 F. Supp. 688, 690 (D.P.R.

1991); Colonial Gas Co. v. Aetna Cas. & Sur. Co., 144 F.R.D. 600, 607 (D.Mass. 1992); Real v.

Continental Group, Inc., 116 F.R.D. 211, 213–14 (N.D.Cal. 1986); United States v. Keystone

Sanitation Co., 885 F. Supp. 672, 675 (M.D. Pa. 1994). Narratives of services provided reveal

the mental processes and advice of attorneys, which is protected by work product and attorney

client privilege. Keystone Sanitation, 885 F. Supp. at 675.

8. The Court permitted the Liquidator to file the prior billing statements under seal

in this matter.

9. Certain portions of the billing statements for January 2016 provided by Special

Counsel do reveal the details of the work which has been performed by Husch Blackwell on the

Liquidator’s behalf, and of advice given by Husch Blackwell to the Liquidator.

10. The Liquidator requests permission to file the billing statements under seal for the

Court’s in camera review.

2


WHEREFORE, the Liquidator requests permission to file a public summary of the

amount paid to Husch Blackwell, and to file the actual billing statements of Special Counsel

Husch Blackwell under seal for the Court’s review.



3




Certificate of Service I hereby certify that on February 18, 2016, a copy of the foregoing Motion for Leave to

File January 2016 Husch Blackwell Billing Statements Under Seal was filed and served by email

upon:

Daniel L. Watkins Special Deputy Liquidator 901 New Hampshire, Ste. 200 Lawrence, KS 66044 [email protected]






Copy served by U.S. Mail on: U.S. Dept. of Health and Human Services Office of the General Counsel Attn: William Schultz 200 Independence Ave. S.W. Washington, DC 20201

4








Remaining parties were served electronically via ECF System: Dick Freije Katelyn Miner Faegre Baker Daniels LLP 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 [email protected] [email protected]

Douglas Schmidt Husch Blackwell LLP 4801 Maine Street, Ste. 1000 Kansas City, MO 64112 [email protected]


PROOF OF SERVICE




5





KCP-4637874-5

IN THE IOWA DISTRICT COURT FOR POLK COUNTY STATE OF IOWA

IN RE LIQUIDATION OF COOPORTUNITY HEALTH

Case No. EQCVE077579

MOTION TO EXTEND BAR DATE FOR

ONLY THE UNITED STATES GOVERNMENT

COMES NOW Nick Gerhart, the Iowa Insurance Commissioner (“Commissioner”), in

his capacity as Liquidator (“Liquidator”) of CoOportunity Health (“CoOportunity”), by and

through the Special Deputy Liquidator, Daniel L. Watkins (“Special Deputy Liquidator”), and

moves this Court for entry of an Order extending the proof of claim deadline to March 15, 2016

for the United States government (“U.S.”) only. In support of this motion, the Liquidator states

as follows:

1. On January 29, 2015, the Commissioner, in his capacity as the Court-appointed

Rehabilitator of CoOportunity, filed a Petition for Order of Liquidation and Request for Other

Relief.

2. This Court entered a Final Order of Liquidation (“Liquidation Order”) effective

February 28, 2015, and appointed the Commissioner as the Liquidator of CoOportunity.

3. The Liquidation Order set December 15, 2015 as the last date for all claimants to

file proofs of claim. See Liquidation Order, ¶¶ 34-35.

4. There are a number of large and complex debts and credits as between the

CoOportunity Estate and the U.S., and some of these are subject ** setoff issues. The claims are

large and complex and the setoff issues further complicate the issues.

E-FILED 2015 NOV 23 4:54 PM POLK - CLERK OF DISTRICT COURT

KCP-4637874-5 2

5. As noted in the last report to the Court, the Liquidator has engaged in extensive

negotiations with the U.S. in an effort to resolve the claims and setoff issues.

6. To date, the negotiations have been positive, but have not yielded a resolution.

7. Due to the complexity of the claims and the time it takes for review and

consideration by the U.S., the negotiations with the U.S. cannot be finalized before the

December 15, 2015 bar date.

8. The U.S. has indicated that the December 15, 2015 bar date is diverting it from

the issues that need to be addressed to obtain a settlement. The U.S. is also hesitant to file a

proof of claim while negotiations are pending because it may impact its position if a negotiated

resolution cannot be obtained and/or require the U.S. to take protective measures that could

hinder or impede negotiations.

9. The Liquidator recognizes that negotiation is preferred over litigation because it

yields a more efficient resolution with less legal expenses, and an extension of the bar date

would allow both the U.S. and the Liquidator to focus on settlement as opposed to bar dates or

imminent litigation.

10. Based upon discussions to date, the Liquidator believes there is good cause for an

extension of the December 15, 2015 bar date to March 15, 2016 for only the U.S. Such an

extension is in the best interests of the CoOportunity Estate because it preserves the status quo

and gives the parties additional time to see if a resolution can be reached.

11. By this motion, the Liquidator is not seeking an extension of the December 15,

2015 bar date for any other potential creditors other than the U.S. The Liquidator is unaware of

any reason why the December 15, 2015 bar date should be extended for any other party.


KCP-4637874-5 3

12. The Iowa and Nebraska Guarantee Associations do not oppose this request and

the U.S. has requested it.

Conclusion

For the foregoing reasons, the Liquidator requests that this Court enter an Order

extending the proof of claim deadline to March 15, 2016 for only the United States government,

and for all other relief that this Court deems just and equitable.

Dated: November ___, 2015

Respectfully submitted, THOMAS J. MILLER IOWA ATTORNEY GENERAL /s/ Douglas J. Schmidt Jordan G. Esbrook, AT0009996 Pamela D. Griebel, AT0003082 Assistant Attorneys General Iowa Department of Justice 1305 East Walnut Street Des Moines, Iowa 50319 Telephone: (515) 281-8159 Facsimile: (515) 281-4209 [email protected] [email protected] And Douglas J. Schmidt Admitted Pro hac vice HUSCH BLACKWELL LLP 4801 Main Street, Suite 1000 Kansas City, Missouri 64112 Direct: 816-983-8147 Fax: 816-983-8080 [email protected] ATTORNEYS FOR PETITIONER STATE OF IOWA ex rel. IOWA COMMISSIONER OF INSURANCE NICK GERHART


KCP-4637874-5 4

CERTIFICATE OF SERVICE I hereby certify that on this 23rd day of November, 2015, a true and correct copy of the foregoing was mailed, postage prepaid, to: Richard T. Freije, Jr. Andrew R. Anderson Katelyn Miner Faegre Baker Daniels LLP 300 N. Meridian Street, Suite 2700 Indianapolis, IN 46204 Counsel for The National Organization of Life and Health Insurance Guaranty Association

G. Thomas Sullivan Executive Director Iowa Life & Health Insurance Guaranty Association 700 Walnut Street, Suite 1600 Des Moines, IA 50309

Pamela Olsen Administrator of Nebraska Life and Health Guaranty Association Nebraska Life & Health Insurance Guaranty Association c/o Cline, Williams, Wright, Johnson & Oldfather 1900 US Bank Building 233 South 13th Street Lincoln, NE 68508

Becky Blum ACA Project Manager Iowa Insurance Division 601 Locust, 4th Floor Des Moines, Iowa 50309

Martin Swanson Administrator for Health Policy Nebraska Department of Insurance 941 “O” Street, Suite 400 Lincoln, Nebraska 68508

Lourdes A. Grindal-Miller Centers for Medicare & Medicaid Services 7500 Security Boulevard Baltimore, Maryland 21244 Counsel for U.S. Department of Health and Human Services Centers for Medicare & Medicaid Services


KCP-4637874-5 5

Serena M. Orloff U.S. Department of Justice Civil Division P.O. Box 875 Ben Franklin Station Washington, DC 20044 Counsel for U.S. Department of Justice Daniel L. Watkins Special Deputy Liquidator 901 New Hampshire, Suite 200 Lawrence, KS 66044 Douglas Schmidt Husch Blackwell LLP 4801 Main Street, Suite 1000 Kansas City, MO 64112 Andrew R. Anderson Faegre Baker Daniels LLP 801 Grand Avenue, 33rd Floor Des Moines, Iowa 50309-8011 Counsel for National Organization of Life & Health Insurance Guaranty Associations Jordan G. Esbrook Assistant Attorney General Iowa Attorney General’s Office 1305 East Walnut Street Des Moines, Iowa 50319 Counsel for Petitioner State of Ioa, ex rel. Iowa Commissioner of Insurance Nick Gerhart

/s/ Douglas J. Schmidt Attorney


IN THE IOWA DISTRICT COURT FOR POLK COUNTY

______________________________________________________________________________

STATE OF IOWA, ex rel. ) Case No. EQCE077579

NICK GERHART, IOWA )

COMMISSIONER OF INSURANCE, )

)

Petitioner, )

) ORDER EXTENDING BAR DATE

v. ) FOR UNITED STATES GOVERNMENT

) ONLY

COOPORTUNITY HEALTH, INC., )

)

Respondent. )

______________________________________________________________________________

Nick Gerhart, the Iowa Insurance Commissioner, in his capacity as Liquidator of

CoOportunity Health, Inc., by and through the Special Deputy Liquidator, Daniel L. Watkins, has

filed a motion to extend the proof of claim deadline to March 15, 2016, for the United States

government only. The Liquidator and the U.S. government wish to continue to negotiate a

number of large and complex debts and credits between the CoOpportunity Estate and the U.S.

government. There has been no objection to this Motion by any interested party.

For the reasons set forth in the Liquidator’s Motion, the Motion is GRANTED. The

deadline for the United States government to submit any claims in this matter will be March 15,

2016. The deadline for all other parties will remain December 15, 2015.

E-FILED 2015 DEC 04 2:30 PM POLK - CLERK OF DISTRICT COURT

State of Iowa Courts

Type: OTHER ORDER

Case Number Case TitleEQCE077579 STATE OF IOWA EX REL NICK GERHART VS COOPORTUNITY

HEALTH INC

So Ordered

Electronically signed on 2015-12-04 14:30:31 page 2 of 2


E-FILED 2015 NOV 20 10:21 AM POLK - CLERK OF DISTRICT COURT

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/s/ Jordan G. Esbrook

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/s/ Lisa Wittmus, Legal Secretary

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KCP-4637369-1


STATE OF IOWA

IN RE LIQUIDATION OF

COOPORTUNITY HEALTH

Case No. EQCE077579

ORDER ALLOWING EARLY ACCESS DISTRIBUTION TO PARTIALLY

SATISFY CLAIMS OF THE IOWA AND NEBRASKA GUARANTY ASSOCIATIONS

Nick Gerhart, the Iowa Insurance Commissioner (“Commissioner”), in his capacity as

Liquidator (“Liquidator”) of CoOportunity Health (“CoOportunity”), by and through the Special

Deputy Liquidator, Daniel L. Watkins (“Special Deputy Liquidator”), has filed a Motion For An

Order Allowing Early Access Distribution To Partially Satisfy Claims of the Iowa and Nebraska

Guaranty Associations (“Motion for Early Access Distribution”).

Having considered the Motion and the applicable law, the Court hereby GRANTS the

Motion for Early Access Distribution, and finds and orders as follows:

1. The Commissioners of Insurance for the States of Iowa and Nebraska, the Iowa

Life & Health Insurance Guaranty Association (“Iowa GA”), and the Nebraska Life & Health

Insurance Guaranty Association (“Nebraska GA”)1 have received notice of the Motion for Early

Access Distribution consistent with the requirements of Iowa Code § 507C.34(5).

2. In addition, the Iowa Insurance Commissioner has waived any further notice

requirements with regard to the Motion for Early Access Distribution and the Director of the

Nebraska Department of Insurance has no objection to the Motion for Early Access Distribution.

3. There has been no objection to the Motion for Early Access Distribution by any

other interested party.

1 The Nebraska GA and Iowa GA are collectively referred to as “the GAs.”


KCP-4637369-1 2

4. The CoOportunity estate has sufficient assets to make the requested Early Access

Distribution, with the anticipation that there will be sufficient assets to cover all administrative

expense claims of the estate and all policyholder claims which have the same priority as the

GAs.

5. In addition, if the estate does not have sufficient funds to cover all administrative

expenses or make an equal pro rata distribution to all Class 2 claimants, upon an appropriate

demand, the GAs are required to return that portion of the Early Access Distribution needed to

pay all administrative expenses and make an equal pro rata distribution to all Class 2 claimants.

6. In light of the foregoing, the Court hereby authorizes and directs the Liquidator to

make within fourteen days of entry of this Order an Early Access Distribution in the total amount

of $60 million to reimburse the GAs for their proportionate share of claims expenses,

particularly:

a. $19.244 million shall be paid to the Iowa GA for its proportionate share of

claims expenses; and

b. $40.756 million shall be paid to the Nebraska GA for its proportionate

share of claims expenses.

Dated: November _____, 2015

Arthur E. Gamble Chief Judge, 5th Judicial District



Type: OTHER ORDER


HEALTH INC

So Ordered



E-FILED 2016 JAN 15 3:43 PM POLK - CLERK OF DISTRICT COURT

E-FILED 2016 JAN 26 8:30 AM POLK - CLERK OF DISTRICT COURT

KCP-4645628-4

IN THE IOWA DISTRICT COURT FOR POLK COUNTY STATE OF IOWA

IN RE LIQUIDATION OF COOPORTUNITY HEALTH


MOTION TO APPROVE SETTLEMENT OF CERTAIN POLICYHOLDER CLAIMS

EXCEEDING THE COVERAGE LIMITS OF THE GUARANTY ASSOCIATIONS

COMES NOW Nick Gerhart, the Iowa Insurance Commissioner (“Commissioner”), in

his capacity as Liquidator (“Liquidator”) of CoOportunity Health (“CoOportunity”), by and

through the Special Deputy Liquidator, Daniel L. Watkins (“Special Deputy Liquidator”), and

moves this Court for entry of an Order approving settlement and payment of certain policyholder

claims that exceed the coverage limits and obligations of the Iowa Life & Health Insurance

Guaranty Association (“Iowa GA”) and the Nebraska Life & Health Insurance Guaranty

Association (“Nebraska GA”) (collectively, the “GAs”). In support of this motion, the

Liquidator states as follows:

1. On January 29, 2015, the Commissioner, in his capacity as the Court-appointed

Rehabilitator of CoOportunity, filed a Petition for Order of Liquidation and Request for Other

Relief.

2. This Court entered a Final Order of Liquidation (“Liquidation Order”) effective

February 28, 2015, and appointed the Commissioner as the Liquidator of CoOportunity.

3. Upon CoOportunity’s liquidation, the GAs had the right and obligation to

guarantee, assume, or reinsure CoOportunity’s covered individual health insurance policies to

the limit of $500,000 for each individual insured consistent with their statutory obligations. See


KCP-4645628-4 2

Iowa Code §§ 508C.8(2)(a)(1) and 508C.8(8)(a)(2)(a)(ii); Neb. Rev. Stat. Ann. §§ 44-

2707(2)(a)(i)(A) and 44-2703(3)(b)(i)(B).

4. The Liquidation Order set December 15, 2015 as the last date for all claimants to

file proofs of claim. See Liquidation Order, ¶¶ 34-35.

5. Certain policyholder claims against the CoOportunity Estate have been identified

as “Overlimit Claims,” meaning the healthcare provider charges for the individual member

claimant exceed the GA coverage limit of $500,000 per insured.

6. Overlimit Claims are paid as Class II policyholder claims, but generally Overlimit

Claims are paid at the time the Liquidator makes a final distribution from the estate when an

exact pro rata share of available assets for Class II claims can be determined.

7. The Liquidator is marshalling assets and believes that settlement of certain

Overlimit Claims, itemized in the table below at 7(c), would be fair and equitable for the

following reasons:

a. The proposed settlements include payment of a negotiated amount: that is,

payment by the Estate of 65% of the total amount owed that is in excess of

GA coverage as full and final satisfaction of the itemized Overlimit

Claims. A contingent 10% additional settlement amount is provided upon

the Estate’s receipt of additional assets totaling $15 million. Providers

agree in the settlement that they will not bill the insureds for the difference

between the 65% payment and any billed or discounted amount charged.

A template of the settlement agreements is attached as Exhibit A.

b. The proposed settlements would allow healthcare providers to receive

prompt payment on the outstanding invoices, without the need to wait for


KCP-4645628-4 3

a final distribution from the Estate. This gives providers assurance of a

significant recovery on the outstanding invoices, and relieves the insureds

from the uncertainty of outstanding balances.

c. The proposed settlements are as follows:

Provider1 Billed Amount in Excess of GA Coverage Limit

Claim Amount After Discount

Proposed Settlement

Contingent Payment (10%)

Centerpoint $ 289,008.43 $ 289,008.43 $187,855.48 $28,900.84 Warm Springs $ 190,745.53 $ 152,596.58 $ 99,187.78 $15,259.66 Bryan LGH $ 164,074.42 $ 105,008.00 $ 68,255.20 $10,500.80 Madonna $ 222,727.79 $ 178,182.23 $115,818.45 $17,818.22 Childrens of Omaha

$ 439,773.00 $ 351,818.00 $228,682.00 $35,181.80

TOTAL $1,306,329.17 $1,076,613.24 $699,798.91 $107,661.32

8. The Iowa GA and Nebraska GA do not oppose or object to this Motion.

Conclusion and Requested Relief

For the foregoing reasons, the Liquidator requests that the Court enter an Order that

approves settlement of the Overlimit Claims identified herein and authorizes the Liquidator to

pay the settlement amounts identified herein in full and final settlement of the specified

Overlimit Claims. The Liquidator is providing a proposed Order for the Court’s consideration.

Dated: January 28, 2016.

1 In order to protect policyholders’ confidential information, the Liquidator is providing the provider name, billed

amount that is in excess of the GA coverage limit, the claim amount after any discount, the proposed settlement amount, and any contingent additional payment amount. The Liquidator will also provide copies of each settlement agreement if the Court desires, either through in camera inspection or by filing under seal to protect the confidentiality of the policyholders.


KCP-4645628-4 4

Respectfully submitted, THOMAS J. MILLER IOWA ATTORNEY GENERAL Jordan G. Esbrook, AT0009996 Pamela D. Griebel, AT0003082 Assistant Attorneys General Iowa Department of Justice 1305 East Walnut Street Des Moines, Iowa 50319 Telephone: (515) 281-8159 Facsimile: (515) 281-4209 [email protected] [email protected] And Douglas J. Schmidt admitted Pro hac vice HUSCH BLACKWELL LLP 4801 Main Street, Suite 1000 Kansas City, Missouri 64112 Direct: 816-983-8147 Fax: 816-983-8080 [email protected] ATTORNEYS FOR PETITIONER STATE OF IOWA ex rel. IOWA COMMISSIONER OF INSURANCE NICK GERHART


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KCP-4645628-4 5

CERTIFICATE OF SERVICE I hereby certify that on this 28th day of January, 2016, a true and correct copy of the foregoing was mailed, postage prepaid, to: Richard T. Freije, Jr. Katelyn Miner Faegre Baker Daniels LLP 300 N. Meridian Street, Suite 2700 Indianapolis, IN 46204 Counsel for The National Organization of Life and Health Insurance Guaranty Association

G. Thomas Sullivan Executive Director Iowa Life & Health Insurance Guaranty Association 700 Walnut Street, Suite 1600 Des Moines, IA 50309

Pamela Olsen Administrator of Nebraska Life and Health Guaranty Association Nebraska Life & Health Insurance Guaranty Association c/o Cline, Williams, Wright, Johnson & Oldfather 1900 US Bank Building 233 South 13th Street Lincoln, NE 68508

Becky Blum ACA Project Manager Iowa Insurance Division 601 Locust, 4th Floor Des Moines, Iowa 50309

Martin Swanson Administrator for Health Policy Nebraska Department of Insurance 941 “O” Street, Suite 400 Lincoln, Nebraska 68508

Lourdes A. Grindal-Miller Centers for Medicare & Medicaid Services 7500 Security Boulevard Baltimore, Maryland 21244 Counsel for U.S. Department of Health and Human Services Centers for Medicare & Medicaid Services


KCP-4645628-4 6

Serena M. Orloff U.S. Department of Justice Civil Division P.O. Box 875 Ben Franklin Station Washington, DC 20044 Counsel for U.S. Department of Justice Daniel L. Watkins Special Deputy Liquidator 901 New Hampshire, Suite 200 Lawrence, KS 66044 Douglas Schmidt Husch Blackwell LLP 4801 Main Street, Suite 1000 Kansas City, MO 64112 Andrew R. Anderson Faegre Baker Daniels LLP 801 Grand Avenue, 33rd Floor Des Moines, Iowa 50309-8011 Counsel for National Organization of Life & Health Insurance Guaranty Associations Jordan G. Esbrook Assistant Attorney General Iowa Attorney General’s Office 1305 East Walnut Street Des Moines, Iowa 50319 Counsel for Petitioner State of Iowa, ex. rel. Iowa Commissioner of Insurance Nick Gerhart

Attorney


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KCP-4655996-3


STATE OF IOWA

IN RE LIQUIDATION OF

COOPORTUNITY HEALTH


ORDER APPROVING SETTLEMENT OF CERTAIN POLICYHOLDER CLAIMS

EXCEEDING THE COVERAGE LIMITS OF THE GUARANTY ASSOCIATIONS

Upon motion by Nick Gerhart, the Iowa Insurance Commissioner, in his capacity as

Liquidator (“Liquidator”) of CoOportunity Health, by and through the Special Deputy

Liquidator, Daniel L. Watkins (“Special Deputy Liquidator”), for entry of an Order approving

settlement and payment of certain policyholder claims that exceed the coverage limits and

obligations of the Iowa Life & Health Insurance Guaranty Association and the Nebraska Life &

Health Insurance Guaranty Association, the Court hereby:

1. Grants said motion and approves settlement of the “Overlimit Claims” as defined

and identified in the motion.

2. Authorizes and directs the Liquidator, by and through the Special Deputy

Liquidator, to pay the settlement amounts identified in said motion in accordance

with the terms of the Settlement Agreements in full and final settlement of the

Overlimit Claims.



Type: OTHER ORDER


HEALTH INC

So Ordered



KCP-4637793-1

SETTLEMENT AGREEMENT

This Settlement Agreement (the “Agreement”) is made between the State of Iowa, ex rel.

Nick Gerhart, Commissioner of Insurance of the State of Iowa (“Liquidator”) in his official capacity as Liquidator of CoOportunity Health (“CoOportunity Estate”), and Dan Watkins as Special Deputy Liquidator (“Liquidator”) and ______________ (“Settling Party”). The Liquidator and Settling Party are collectively referred to as the “Parties.”

RECITALS

A. On January 29, 2015, the State of Iowa, ex rel. Iowa Commissioner of Insurance Nick Gerhart in his official capacity as the Court appointed Rehabilitator of CoOportunity Health filed a Petition for Order of Liquidation and Request for Other Relief in the Iowa Liquidation Court for Polk County, State of Iowa (“Liquidation Court”) (Case No. EQCE077579).

B. The Liquidation Court subsequently entered its Final Order of Liquidation (“Liquidation Order”) effective February 28, 2015 and appointed the Commissioner as the Liquidator of CoOportunity.

C. The Liquidation Order appointed Dan Watkins as Special Deputy Liquidator (“SDR”) of CoOportunity. The SDR has authority to enter into this Settlement Agreement pursuant to the Liquidation Order and the Iowa Insurers Supervision, Rehabilitation and Liquidation Act (“Liquidation Act”) which is codified at chapter 507C, 2015 Code of Iowa.

D. Certain insured claims against the CoOportunity Estate have been identified as “Overlimit Claims.” A claim is an Overlimit Claim if payments to healthcare providers on behalf of a CoOportunity member would exceed the Guarantee Association limit of $500,000 per member. Overlimit Claims are paid as Class II policyholder claims but generally Overlimit Claims to healthcare providers are paid at the time the Liquidator makes a final distribution from the estate when an exact pro rata share of available assets for Class II claims can be determined.

E. The Liquidator is marshalling assets and believes a 65% distribution on Overlimit Claims from the CoOportunity Estate would be fair and equitable if a healthcare provider with an Overlimit Claim is seeking to be paid prior to a final distribution from the CoOportunity Estate.

F. Settling Party has asserted an Overlimit Claim against the CoOportunity Estate in the amount of $____________.

G. The Liquidator has reviewed the Settling Party’s claim(s) and advised the Settling Party that it is an Overlimit Claim.

H. Following settlement discussions of the issues, the Parties desire to resolve this matter now on the terms stated in this Agreement. Rather than waiting for a final distribution of assets from the CoOportunity Estate.


KCP-4637793-1

2

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged by the Parties, and in further consideration of the covenants and promises, agreements, and premises set forth below, the Parties agree as follows:

1. Binding Effect of Recitals. The above Recitals are incorporated into this Agreement by reference.

2. Settlement Amount. The Parties have agreed to resolve their dispute by a one-time payment by the CoOportunity Estate to Settling Party in the amount of $___________ (“Settlement Amount”) (which Settlement Amount is 65% of the Gross Claim) plus payment of the Contingent Amount (as that term is defined below).

3. Liquidation Court Approval of Agreement. This Agreement is subject to approval by the Liquidation Court. Following execution of this Agreement, the Liquidator will file a motion seeking the Liquidation Court’s approval of this Agreement.

4. Payment of the Settlement Amount. The Settlement Amount shall be paid by check or wire transfer by the CoOportunity Estate fifteen (15) days following the entry of a final and non-appealable Order from the Liquidation Court approving this Agreement.

5. Payment of the Contingent Amount. If on or before August 30, 2016 the CoOportunity Estate receives $15,000,000.00 or more of the Risk Corridor Claim then it shall pay an additional 10% of the Gross Claim (“Contingent Amount”) to the Settling Party. The Contingent Amount of $___________ shall be paid by check or wire transfer by the CoOportunity Estate within forty-five (45) days following the CoOportunity Estate’s receipt of 2014 Risk Corridor funds in excess of $15,000,000.00. If the net proceeds of the Risk Corridor Claim that the CoOportunity Estate receives are less than $15,000,000.00 then the CoOportunity Estate shall not be liable to pay the Contingent Amount to the Settling Party.

6. Balance Billing. The Settling Party agrees it will not balance bill the CoOportunity Health member for any unpaid portion of its claim.

7. No Admission of Liability. This Agreement represents the compromise of the claims of the Settling Party and there is no admission of liability by any Party hereto.

8. Costs. The Parties agree that each Party must pay its own attorneys’ fees and costs related to this matter, and the Parties hereby release each other from any claim with respect thereto.

9. Liquidator's Release of Claims. Effective upon the latter of entry of a final, non-appealable order by the Liquidation Court approving this Agreement and full payment of the Settlement Amount by the Liquidator, the Liquidator and his respective agents, employees, representatives, attorneys, assigns and successors-in-interest shall be deemed to release, acquit, and forever discharge Settling Party and its respective agents, employees, representatives, officers, attorneys, directors, assigns and successors-in-interest from any and all claims, causes of action, liabilities, obligations or suits that the Liquidator or the CoOportunity Estate now have against Settling Party. Notwithstanding any language to the contrary, the foregoing release of claims shall not be deemed in any way to release any Party’s obligations under this Agreement.


KCP-4637793-1

3

10. Settling Party’s Release of Claims. Effective upon the latter of entry of a final, non-appealable order by the Liquidation Court approving this Agreement and full payment of the Settlement Amount by the CoOportunity Estate, Settling Party and its respective agents, employees, representatives, attorneys, assigns and successors-in-interest shall be deemed to release, acquit, and forever discharge Liquidator and his respective agents, employees, representatives, officers, attorneys, directors, assigns and successors-in-interest from any and all claims, causes of action, liabilities, obligations or suits that Settling Party now has against the Liquidator or the CoOportunity Estate. The Parties explicitly agree and clarify that Settling Party’s release of claims includes any proofs of claim that it may have previously filed against the CoOportunity Estate. Notwithstanding any language to the contrary, the foregoing release of claims shall not be deemed in any way to release any Party’s obligations under this Agreement.

11. Temporary Confidentiality of Agreement. The Parties agree that they will keep the terms of this Settlement Agreement confidential until the date that the Liquidator files a motion seeking Liquidation Court approval of this Agreement. Upon the filing of such motion, the Parties may share the terms of this Agreement with whomever they deem appropriate. However, nothing in this paragraph shall be deemed to preclude the Liquidator from using a generic form template of this Agreement in his settlement discussions with other parties that have asserted claims against the CoOportunity Estate.

12. Binding Effect of Terms. The terms of this Agreement are binding upon the Parties, their successors, and assigns, and will inure to the benefit of the Parties, their successors, and their assigns.

13. Governing Law. This Agreement will be governed by the law of the State of Iowa without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. The Parties agree that any dispute involving this Agreement shall be resolved by the Liquidation Court for Polk County, Iowa.

14. Merger, Integration and Interpretation. This Agreement constitutes the entire agreement between the Parties with respect to those matters addressed herein. There are no other agreements, promises, representations, or understandings as to the matters addressed herein, except as expressly set forth herein. The Parties agree that there were no inducements or representations leading to the execution of this Agreement, except as herein contained and that this Agreement may not be altered, changed or modified except by written agreement between the Parties.

15. Representation by Counsel. Each Party warrants that such Party has been represented and advised by counsel or has had full opportunity to be represented and advised by counsel with respect to this Agreement and all matters covered by it.

16. Construction of Agreement. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing the document to be drafted. Each term and provision of this Agreement, whenever possible, shall be interpreted in such a manner as to be effective and valid under applicable law. If any term or provision of this Agreement shall be determined through judicial proceeding to be invalid or unenforceable,


KCP-4637793-1

4

such determination shall apply only to such term or provision and shall not invalidate or make unenforceable any other term or provision of this Agreement.

17. Authority to Execute Agreement. The Parties warrant that they are fully empowered and authorized to execute this Agreement and that the person signing on behalf of each Party is fully authorized to do so. The Parties warrant and represent that there are no additional entities or persons affiliated with any of the Parties hereto who are necessary to effectuate this Agreement. The Parties may designate their respective counsel to execute this Agreement on their behalf.

18. Execution of Agreement in Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and/or .pdf (original execution signature scanned version) signatures shall be treated in all manner and respects as a binding and original document, and the signature of any Party shall be considered for these purposes as an original signature.

IN WITNESS WHEREOF, the Settling Party and Liquidator have executed this Agreement as of the date set forth below.

[Party]

_____________________________________

Name: _______________________________

Position: _____________________________

Date: ________________________________

State of Iowa, ex rel. Nick Gerhart, Commissioner of Insurance of the State of Iowa in his official capacity as Liquidator of CoOportunity Health by and through Dan Watkins as Special Deputy Liquidator

_____________________________________

Name: Dan Watkins

Position: Special Deputy Liquidator

Date: ________________________________


IN THE IOWA DISTRICT COURT FOR POLK COUNTY ______________________________________________________________________________ STATE OF IOWA, ex rel. ) NICK GERHART, ) Equity Case No. EQCE077579 IOWA COMMISSIONER OF INSURANCE ) ) )

Petitioner, ) ) v. ) ) COOPORTUNITY HEALTH, INC. ) MOTION FOR WITHDRAWAL ) OF COUNSEL

Respondent. ) ______________________________________________________________________________ COMES NOW the undersigned counsel for the State of Iowa, ex rel. Nick Gerhart, Iowa

Insurance Commissioner, and for her Motion to Withdraw states as follows:

1. Counsel Assistant Attorney General Pamela Griebel seeks to withdraw from

representation in this matter because she is retiring from practice in March 2016.

2. Assistant Attorney General Jordan Esbrook will remain as counsel for the

Petitioner.

WHEREFORE, the undersigned prays the Court grant her Motion to Withdraw, and grant

any further relief the Court deems appropriate under the circumstances.

Respectfully submitted, THOMAS J. MILLER Attorney General of Iowa By: /s/ Pamela D. Griebel

E-FILED 2016 FEB 23 10:41 AM POLK - CLERK OF DISTRICT COURT

2

PAMELA D. GRIEBEL

Assistant Attorney General Hoover Building, 2nd Fl. Des Moines, IA 50319 Tele: (515) 281-3781 FAX: (515) 281-4209

[email protected] ATTORNEYS FOR PETITIONER STATE OF IOWA ex rel. IOWA COMMISSIONER OF INSURANCE NICK GERHART

All parties served electronically.

E-FILED 2016 FEB 23 10:41 AM POLK - CLERK OF DISTRICT COURT

e-filed 2016 feb 08 4:30 pm polk - iowa insurance divisioniowa insurance division nebraska insurance...

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