Contract - United Concordia Companies Inc. - 9/9/2021 AGREEMENT FOR ADMINISTRATIVE AND CLAIMS PAYMENT SERVICES
THIS AGREEMENT entered into as of the 111 day of January, 2022, by and between the
City of Round Rock (hereinafter referred to as "Company") and United Concordia Companies,
Inc. (hereinafter referred to as "Claims Administrator").
WITNESSETH:
WHEREAS, the Company sponsors a self-insured employee dental benefit plan ("the
Plan");
WHEREAS, the Claims Administrator possesses the administrative capacity to assist the
Plan in providing its Participants with dental benefits;
WHEREAS, the Company has designated a Plan Administrator to administer the Plan
Benefits;
WHEREAS, the Company and the Plan Administrator have requested the Claims
Administrator to furnish administrative and claims payment services for the Plan; and
WHEREAS, the Claims Administrator is willing to administer the claims for certain dental
benefits for the Plan's Participants.
NOW, THEREFORE, in consideration of the mutual undertakings herein stated, the
Company and Claims Administrator, intending to be legally bound hereby, enter into this
Agreement for the administration and claims payment services for certain dental benefits of the
Plan.
ARTICLE I - DEFINITIONS
Definitions of words and terms as used in this Agreement:
A. Bank - Wells Fargo or such other institution as agreed to by Company and Claims
Administrator.
B. Covered Services -those services for which Plan Benefits are provided under and
subject to the terms and conditions of the Plan.
C. Participant - an employee, dependent, retiree or other beneficiary as defined in the
Plan, who is duly enrolled by the Claims Administrator in accordance with Article II of this
Agreement.
D. Participating Provider - any provider with whom Claims Administrator has a contract or
arrangement with respect to payment for services performed for Participants enrolled in
the Plan.
E. Plan Administrator - the entity or person designated by the Company as the Plan
Administrator. The Claims Administrator is not the Plan Administrator.
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F. Plan Benefits - all benefits of whatever nature payable to a Participant or a Participating
Provider under and subject to the terms and conditions of the Plan.
G. Provider - any duly licensed dental care provider for whose services the Company is
obligated to pay under the terms of the Plan.
H. Summary Plan Description ("SPD") - a document developed and provided by the Plan
Administrator that describes the terms and benefits to be administered by the Claims
Administrator, which is marked as Exhibit B and attached hereto and incorporated herein
by reference.
ARTICLE II - ENROLLMENT
A. Eligibility Information. Not less than monthly, Company will provide Claims
Administrator with current information specifying individuals who are Participants.
Company will provide Claims Administrator with notice of changes to such information
timely, and Claims Administrator will post such changes no later than 10 business days
after receipt thereof from Company. Changes involving termination of a Participant for
Plan Benefits will be effective on a prospective basis only and will be effective at the end
of the month in which proper notice is provided to the Claims Administrator by the
Company. All information under this Article shall be provided in a mutually acceptable
data processing medium and format. The Company is responsible for ensuring the
accuracy of the information provided to the Claims Administrator.
B. Identification Cards. Claims Administrator shall be responsible for providing standard
identification cards to Participants based on information provided to it by Company,
pursuant to Article II, Paragraph A above. Customized identification cards are subject to
additional fees.
C. Enrollment Procedures. Upon a determination by Company that an individual is a
Participant in the Plan, Claims Administrator shall enroll the individual in a mutually
agreed upon manner and pursuant to Article II., Paragraph A above.
D. COBRA Compliance. The Company and the Plan Administrator shall retain full
responsibility for notifying Participants (or former Participants) of their termination of
coverage and of their rights to continuation coverage, for administering the exercise of
continuation rights and all related matters as required by the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended("COBRA"). Claims Administrator shall
have no obligation to ensure that, among others, any instructions received by
Participants (or former Participants) or the Company and the Plan Administrator comply
with the requirements of such laws and shall be indemnified by the Company and the
Plan Administrator from any and all liability arising from such Company's and Plan
Administrator's failure to provide COBRA notices.
ARTICLE III - BENEFITS
A. Payment Of Benefits. During the term of this Agreement, Claims Administrator will
administer the claims for Plan Benefits, subject to all of the terms and conditions set
forth in the SPD.
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1. Determination and Payment of Benefits - Claims Administrator will compute and
verify Plan Benefits amounts and prepare and provide to Participants and
Participating Providers, when applicable, statements reflecting the amount of
Plan Benefits payable and the reasons why a claim has been denied in whole or
in part. Claims Administrator will draw drafts and checks or initiate electronic
funds transfers in payment of Plan Benefits.
2. Services of Claims Administrator's Participating Providers - If Covered Services
are performed by a Participating Provider, Claims Administrator will make
payment directly to the Participating Provider. Participating Providers have
agreed to accept the Claims Administrator's payment as payment in full for
Covered Services performed for Participants, except where certain maximums,
copayments, co-insurance or deductibles are specified in the SPD, and which are
the responsibility of the Participant.
3. Services of Non-Participating Providers - Any difference between the Non-
Participating Provider's charge and the Claims Administrator's payment shall be
the personal responsibility of the Participant. Claims Administrator's Payment will
be made to the Participant or, if permitted by the Plan and if a valid assignment
of the claim is in place, to the Non-Participating Provider.
4. Overpayment of Plan Benefits - The parties will cooperate fully to make every
reasonable effort under the circumstances, considering the chances of
successful recovery and the costs thereof, to recover any payment made to a
Participant or Provider which is in excess of the amount which either was entitled
to receive under the terms as listed in the SPD.
Company assigns to Claims Administrator the authority to pursue recovery of
overpayments and Claims Administrator will pursue all reasonable means of
recovery of overpayments under the circumstances but will not be obligated to
commence litigation, unless otherwise specifically agreed to by the parties.
Claims Administrator will assume liability for an unrecovered overpayment only if
and at such time as it is determined that: (a) the overpayment was caused by
Claims Administrator's act or omission which was intentional, grossly negligent,
fraudulent or criminal; (b) all reasonable means of recovery under the
circumstances have been exhausted; and (c) Claims Administrator's acts or
omissions were not undertaken at the express direction of the Company or Plan
Administrator.
5. Banking — Unless otherwise agreed to in writing, Plan Benefits shall be made
payable through the Bank. The Company, by execution of this Agreement,
expressly authorizes Claims Administrator to issue and accept checks on behalf
of the Company for the purpose of payment of Plan Benefits. Company agrees
to provide funds in accordance with Exhibit A through its designated bank
sufficient to satisfy all Plan Benefits upon notice from its designated account of
the amount of checks approved and recorded by Claims Administrator.
Company agrees to execute such documents as may be required by Claims
Administrator or Bank from time to time to effectuate this provision.
B. Amendments To Plan. The Company may amend the Plan to change the dental
benefits provided to its Participants, or the eligibility to participate in the Plan, at any time
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during the term or any extension of this Agreement. Upon written confirmation that the
Plan has been duly amended, the Claims Administrator shall administer claims to
conform to the amendments to the Plan. The Company and the Plan Administrator
assume all responsibility for communication of Plan amendments to the Participants or
for other notices to Participants as required by any applicable law. Claims Administrator
reserves the right to terminate this Agreement upon thirty (30) days written notice if the
amendments to the Plan constitute a material change in the administration of Plan
Benefits available to Participants under the Plan.
If any amendment increases or decreases the Claims Administrator's anticipated
administrative costs, the parties shall, prior to the administration of the amendments to
the Plan, agree to revise financial terms. If the parties fail to reach an agreement within
thirty (30) days of commencement of negotiations, either party may terminate this
Agreement by the giving of thirty (30) days prior written notice to the other party.
To the extent changes in dental benefits necessitate modification or revision to the SPD
or any booklet or information which constitutes a part thereof, the Company shall provide
reasonable advance written notice of such amendment to the Claims Administrator.
C. Interpretation of Plan. The Company and the Plan Administrator delegate to the
Claims Administrator the authority, responsibility and discretion to interpret and construe
the provisions of the Plan, as necessary to:
1. administer all services specified in this Agreement;
2. determine the extent of the benefits to which any Participant is entitled under the
Plan; and
3. make a full and fair review of each claim denial appealed by Participants.
Any function not specifically delegated to or assumed by the Claims Administrator
pursuant to this Agreement shall remain the sole responsibility of the Company and the
Plan Administrator.
D. Nature of Services Provided. Claims Administrator provides administrative and claims
payment services only under this Agreement and does not assume any financial risk or
obligations with respect to claims. Plan Benefits are funded entirely by the Company or
the Plan Administrator. This Agreement shall not be deemed a contract of insurance or
prepaid dental care for any reason under the laws and regulations of any jurisdiction
where Claims Administrator may be called upon to act in fulfilling its obligations under
this Agreement.
ARTICLE IV - SERVICES PROVIDED BY CLAIMS ADMINISTRATOR
A. Advisory Services. Claims Administrator shall consult with Company and Plan
Administrator when requested to do so regarding Plan design and revisions, including
questions regarding eligibility for participation and effective dates and cessation of
coverage.
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B. Estimates of Costs and Liabilities.
1. Estimates of Plan Benefit Costs and Fees - Claims Administrator will provide
Company with an annual estimate, for budget purposes, of Plan Benefit costs,
fees and other charges for subsequent Contract Periods.
2. Estimates of Costs of Proposed Plan Changes - Claims Administrator will provide
Company with estimated Plan Benefit cost calculations for proposed changes in
the Plan.
3. Estimates of Open and Unreported Claim Liability - Claims Administrator will
provide Company with estimates of open and unreported claim liability following
the close of each Contract Period.
C. Standard Administrative Forms. Claims Administrator will provide Company and Plan
Administrator with standard forms which may be used for administration of the Plan,
including those necessary to process enrollments in the Plan, designations of
dependents, etc. Company will not use non-standard administrative forms without
receiving Claims Administrator's written approval.
D. Establishing Banking Arrangements. Claims Administrator will assist Company in
establishing banking arrangements for the reimbursement of Plan Benefits and payment
of fees.
E. Directories. Claims Administrator will maintain provider directories on its website.
F. Report Services. Claims Administrator will furnish Company and/or Plan Administrator
reports in accordance with Exhibit C, which is attached hereto and incorporated herein
by reference, provided that the content of such reports may be modified or restricted to
maintain compliance with claims administrator's privacy practices and procedures and
applicable privacy law. It is understood and agreed that the Plan Administrator shall
request and utilize such data for the limited purpose of satisfying "Plan Administrative
Function" (as that term is defined in 45 C.F.R. § 164.504), which the Company may have
with regard to the Plan.
G. Additional Services. No additional services are provided by the Claims Administrator
other than those expressly agreed herein.
ARTICLE V - CLAIM EXPENSE AND OTHER CHARGES
A. The Company shall pay the Claims Administrator, as specified in Exhibit A, for all claims
paid on behalf of the Plan's Participants plus the additional amounts set forth therein.
The financial arrangement set forth in Exhibit A may be modified from time to time during
the initial term or any extension of this Agreement as mutually agreed upon in writing by
the parties.
B. Plan Benefits are entirely funded by the Company or the Plan Administrator. Claims
Administrator provides administrative and claims payment services only.
Notwithstanding the termination of this Agreement, and regardless of the reason for
termination, Company shall be liable to Claims Administrator for the cost of any Plan
Benefit paid by Claims Administrator pursuant to this Agreement. Any payment
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obligation of Company to Claims Administrator shall survive termination of this
Agreement; including, but not limited to, any Run Out Period provided for in Exhibit A.
ARTICLE VI - AUDIT
Company may audit Claims Administrator's administration of Plan Benefits hereunder,
subject to the following conditions:
A. Procedure. In case of any audit under this Audit provision, Company will give Claims
Administrator notice in writing of its desire to conduct an audit. Company and Claims
Administrator will agree on the scope of any audit request in writing. The Company shall
not request more than one audit per calendar year, no matter the type of audit. Audits
shall be conducted only for a period no greater than the two most recently completed
contract years. Audits shall be conducted during normal working business hours at the
offices of the Claims Administrator by an auditor acceptable to the Claims Administrator
and the Company, which approval shall not be unreasonably withheld by either party.
Claims Administrator shall provide appropriate records and documents for Company to
evaluate the administration of the Plan. Company will discuss with Claims Administrator
the operational details of the audit. Audits shall not be conducted for the same scope
and time frame or portion of time of a previously conducted audit unless the Company is
required by a governmental agency with which it has a contractual arrangement to audit
a period or periods for which a final audit has been performed or in cases of fraud or
suspected fraud or unless the audit identifies a systematic discrepancy in which event an
audit or re-audit may be conducted of a period no greater than the four most recently
completed contract years (including the current audit period) solely for the purpose of
examining such systematic discrepancies.
B. Confidential Information. Prior to the commencement of any audit, Company and its
outside auditor, if any, will execute a written agreement reasonably satisfactory to
Claims Administrator to protect the confidentiality of patient specific dental care
information and Claims Administrator's proprietary or confidential information, provided
that Claims Administrator will in no event be required to disclose any information in
violation of applicable law.
C. Scope of Audits.
1. Subject to the requirements of Paragraphs A and B of this Article VI. and all
applicable laws, regulations and Claims Administrator's policies, audits shall be
limited to an examination of claims and Claims Administrator's records of
provider charges and reimbursements for Plan Benefits administered under this
Agreement. Audit sampling methodology shall be mutually agreed to by the
parties and must be based on the universe of claims under review.
2. Further, if any audit request requires more than 40 hours of personnel of Claims
Administrator, the Company shall reimburse the Claims Administrator for
personnel time in excess of such hours at the rate of$100 per hour. Company
shall reimburse Claims Administrator for the actual cost of any computer time
expended as a result of any audit request.
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3. Audit reports prepared by Company or its representatives shall be reviewed by
the Claims Administrator at least fifteen (15) business days prior to issuance.
4. The provisions of this Article VI. shall survive termination of this Agreement.
ARTICLE VII - LITIGATION
If litigation or arbitration proceedings are commenced by a Participant or Provider
against Claims Administrator or Company, or both parties, in connection with payment of claims
for Plan Benefits ("Claims Litigation"), unless otherwise agreed by the parties:
A. In actions asserted only against Claims Administrator:
1. Claims Administrator will provide written notice to Company as soon as
practicable and will, at Company's written request, provide Company with
information with respect to the ongoing status of the Claims Litigation; and
2. Claims Administrator will select and retain counsel.
B. In actions asserted against Claims Administrator and Company, unless a material
conflict of interest arises between the parties, the parties will agree on a defense
strategy for the action and Claims Administrator will select counsel reasonably
satisfactory to Company to represent both parties.
C. In actions asserted against Claims Administrator and Company, where a material conflict
of interest exists between the parties, each party will select and retain its own counsel.
D. In all litigation under this Article VII, Company shall reimburse Claims Administrator for
all such legal fees, costs and disbursements, judgments or settlements unless such
Claims Litigation was caused by acts of intentional misconduct or gross negligence by
Claims Administrator in the performance of services under this Agreement.
E. In all Claims Litigation, the parties will provide each other with reasonable cooperation
necessary in the defense of Claims Litigation;
F. Company shall be liable for the full amount of any Plan Benefits paid as a result of
Claims Litigation. In no event will Claims Administrator be liable for any amount of Plan
Benefits paid as a result of Claims Litigation or otherwise.
ARTICLE Vill — PRIVACY AND CONFIDENTIALITY
A. Confidential Information. Claims Administrator, Company and Plan Administrator
acknowledge that in discharging their obligations under this Agreement they may
disclose or make available to each other confidential information. Claims Administrator,
Company and Plan Administrator agree to protect and preserve the confidential,
proprietary and trade secret nature of each other's confidential information and further
agree not to disclose the other's confidential information to any other person, firm or
entity without obtaining the other's prior written consent unless otherwise required to
comply with law, judicial process or governmental/regulatory requirements.
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B. Use of Individually Identifiable Health Information. The use and disclosure of
personally identifiable health information related to Participants ("Protected Health
Information") is subject to various privacy laws, including state laws governing the
privacy of personal financial and health information, the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"), as supplemented by the Health Information
Technology for Economic and Clinical Health Act as incorporated in the American
Recovery and Reinvestment Act of 2009 (the "HITECH Act") and regulations adopted
thereunder by the U.S. Department of Health and Human Services (45 CFR Parts 160,
162, 164 ("HIPAA Regulations") (HIPAA, HITECH Act and HIPAA Regulations,
collectively, "HIPAA Rules"). The parties will treat all such information in accordance
with those laws, and will use or disclose Protected Health Information received from the
other only for the purposes stated in this Agreement, or to comply with law, judicial
process or governmental/regulatory requirements.
C. Business Associate Addendum. Pursuant to the HIPAA Rules, Claims Administrator
shall be a "Business Associate" of the Plan . Accordingly, Company shall, for and on
behalf of the Plan, agree to the attached "Business Associate Addendum" coincident
with its execution of this Agreement. The parties further agree that this Agreement along
with the Business Associate Addendum shall thereafter govern Claims Administrator's
obligations regarding the use and disclosure of Protected Health Information when
performing its functions under this Agreement.
ARTICLE IX -TERMINATION AND RENEWAL
A. This Agreement shall continue until 12:00 midnight on the "Termination Date" specified
in Exhibit A, at which time, unless changed or terminated as provided herein, it shall
automatically renew for successive periods of twelve (12) consecutive months. Such
initial period and each successive renewal period is hereinafter called a "Contract
Period."
B. Upon at least thirty (30) days written notice to the other party prior to the end of any
Contract Period, the Company or the Claims Administrator may request a change in the
financial terms of this Agreement. If the parties are unable to agree upon such
requested change within thirty (30) days of the written notice, this Agreement will
automatically terminate at the end of the Contract Period in which the request for change
is made, unless the parties agree in writing to an extension thereof.
C. The Company or the Claims Administrator may terminate this Agreement at the end of
any Contract Period by the giving of no less than thirty (30) days written notice to the
other party prior to the end of such Contract Period.
D. If the amount due the Claims Administrator pursuant to Exhibit A is not received by the
end of two (2) business days from a payment due date, this Agreement may be
terminated by the Claims Administrator following written notification to the Company. In
the event of automatic termination of this Agreement under this paragraph, the Claims
Administrator, at its option, may reinstate this Agreement or enter into a new agreement
with the Company. Unless otherwise agreed, the new agreement or reinstated
Agreement shall be on a month-to-month basis.
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ARTICLE X - MISCELLANEOUS
A. Amendments to Comply with Law. Notwithstanding any provision contained herein to
the contrary, the Company or the Claims Administrator shall have the right, for the
purpose of complying with the provisions of any law, judicial process or
government/regulatory requirements, to amend this Agreement, including any Exhibits
hereto, or to increase, reduce or eliminate any of the benefits provided for in this
Agreement for any one or more Participants who shall be enrolled under this Agreement,
and each party will agree to any amendment of this Agreement which is necessary in
order to accomplish such purpose. The Company also agrees to pay any change in the
cost of any Plan Benefit and fees that result from such amendment. If the parties cannot
agree to any such change or amendment, notwithstanding any provision of this
Agreement to the contrary, the Company or the Claims Administrator may terminate this
Agreement as of the end of the month by the giving of thirty (30) days written notice prior
thereto.
B. Other Amendments. This Agreement shall be subject to amendment or modification
only by mutual written agreement between the Claims Administrator and Company and
Plan Administrator.
C. Notices. Unless otherwise provided herein, all notices required or permitted to be sent
in accordance with this Agreement may be either personally delivered, or sent by regular
U.S. mail or nationally recognized overnight courier service, to the following addresses:
To the Company at:
231 East Main Street, Ste. 100
Round Rock, TX 78664
Attention: Benefits Manager, Human Resources Department
To Claims Administrator at:
United Concordia Companies, Inc.
1800 Center Street
Camp Hill, PA 17011
Attention: President
The parties may change the address listed herein by sending notice of such change in
writing to the other party in accordance with the method outlined in this Article.
D. Choice of Law. This Agreement is entered into pursuant to the laws of the
Commonwealth of Pennsylvania and the State of Texas and shall be interpreted
pursuant to such laws. If the Plan falls within the meaning of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA") state law controls to the extent
that it is not preempted by ERISA.
E. Severability. In the event of the unenforceability or invalidity of any section or
provision of this Agreement, such section or provision shall be enforceable to the
fullest extent permitted by law, and such unenforceability or invalidity shall not
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otherwise affect any other section or provision of this Agreement and this Agreement
shall otherwise remain in full force and effect.
F. Assignment. Services to be provided by Claims Administrator under this Agreement
may be performed in whole or in part by Claims Administrator, by any of its affiliates, or
by any subcontractor selected by it or by such affiliates. Except as set forth in the
preceding sentence, neither party may assign or delegate any of the rights and
obligations hereunder to any third party without the prior written consent of an officer of
the other party.
G. Benefit of the Parties. This Agreement is for the sole and exclusive benefit of the
parties hereto and is not intended to nor does it confer any benefits or rights upon any
third party.
H. Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire
agreement between the parties and supersedes all prior oral or written agreements or
understandings between the parties regarding the subject matter hereof.
I. Force Majeure. A party shall not be liable for any failure in performance of this
Agreement for the period that such failure or delay is due to causes beyond its
reasonable control including, but not limited to, acts of God, war, strikes or labor
disputes, government orders or any other force majeure type event.
J. Damages. In no event will Claims Administrator or its affiliates, subcontractors or
assigns be liable to the Company or Plan Administrator (including the successors
and/or assigns of each) for any consequential, incidental, indirect, punitive or special
damages (including, but not limited to, loss of profits, data, business or goodwill) in
connection with the performance of services under this Agreement.
K. Non-waiver. The failure of either party, in any one or more instances, to demand strict
performance or compliance with any of the terms or conditions of this Agreement or to
take advantage of any of its rights shall not operate or be construed as a waiver of any
such terms or conditions or the relinquishment of any such rights. All such terms or
conditions and rights shall continue and remain in full force and effect.
L. Acts and Omissions by Others. Claims Administrator shall not be liable for any acts
or omissions of the Company or the Plan Administrator, its agents or employees or any
other person or organization which the Company or Plan Administrator has made, or
hereafter shall make, arrangements for the performance of services related to this
Agreement.
M. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and constitute one and the same instrument.
N. Independent Contractors. In fulfilling its obligations in connection with this
Agreement and the Plan, Claims Administrator acts in the capacity of independent
contractor as to Company and Plan Administrator.
O. Headings. Headings in this Agreement have been inserted for convenience and shall
not be used to interpret or construe its provisions.
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P. Performance Guarantees. The parties agree that the Services provided hereunder
are subject to the performance guarantees as set forth in Exhibit D.
Q. Compliance with Laws. The parties shall comply with all applicable federal and state
laws. In accordance with Chapter 2271, Texas Government Code, a governmental
entity may not enter into a contract with a company for goods and services unless the
contract contains written verification from the company that it: (1) does not boycott
Israel; and (2)will not boycott Israel during the term of the contract. The signatory
executing this Agreement on behalf of Claims Administrator verifies that Claims
Administrator does not boycott Israel and will not boycott Israel during the term of this
Agreement.
IN WITNESS WHEREOF, the parties intending to be legally bound have caused this
Agreement to be executed the day and the year first above written.
City of Round Rock
By:
Name: Craig Mor an
Title: Mayor
United Concordia Companies, Inc.
By:
Title: Senior Vice President, Sales
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EXHIBIT A
Group: City of Round Rock
Account No: 0228442
Group No: 923517-000; 923517-001; 923517-099
A. Effective Date: January 1, 2022
B. Termination Date: December 31, 2024
C. Remittance Period: Weekly
D. Payment Procedure & Fees:
1. Claims Administrator (or the designated agent of Claims Administrator) will notify
the Company by the last business day of each Remittance Period of the amount
due under this Agreement to fund Plan Benefits and to pay the Network Access
Fee. The "Network Access Fee" is twelve percent (12%) of the difference
between the amount billed by a Participating Provider for a Covered Service and
the allowed amount negotiated by Claims Administrator with the Participating
Provider for the Covered Service (without regard to deductible, co-pay, co-
insurance or other member cost share amount). The Company will remit the
payment within two (2) business days of notice from the Claims Administrator per
an agreed upon payment method. This Agreement will be terminated in
accordance with Article IX of this Agreement if the Company fails to make timely
payment. Claims Administrator shall have no obligation to pay any claims,
regardless of the date of service, after termination, except as otherwise provided
in Section F. of this Exhibit A.
2. Company shall pay Claims Administrator an amount equal to $1.20 per employee
per month ("Administrative Fee"), which shall be due on the date specified on the
invoice. Claims Administrator (or the designated agent of Claims Administrator)
will bill Company for the Administrative Fee every month.
3. Claims Administrator shall pay Customer an implementation credit in the amount
of $30,000.00. The implementation credit is due and payable to Customer upon
full execution of this Agreement. In the event that Customer does not become
effective with Claims Administrator as of January 1, 2022, or otherwise cancels
this Agreement prior to December 31, 2024, Customer will reimburse Claims
Administrator the full amount of the implementation credit, that was paid by
Claims Administrator to Company, within ten (10) days of notice to Claims
Administrator of cancellation or termination of this Agreement.
4. Claims Administrator reserves the right to recalculate the Network Access Fee
and/or the Administrative Fee listed above at any time if any of the following
occurs:
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(a) Change in Employee Count. 10% or greater aggregated change per
Contract Period, positive or negative, in the number of employees from
those assumed in Claims Administrator's quotation or renewal quotation.
(b) Change in Plan. A material change in the Plan initiated by Company or in
response to any law, judicial process or govern ment/reg u I atory
requirements.
(c) Change in Claims Administration. A material change in claim payment
requirements or procedures, account structure, or any other change
materially affecting the manner or cost of paying benefits.
5. A late fee of one and one half percent (1 1/2%) per month will be charged on any
unpaid balance.
E. Taxes.
In the event any state or any political subdivision thereof presently or hereafter imposes
any tax payable by the Claims Administrator with respect to the services provided
hereunder or with respect to the gross receipts derived hereunder, any amounts payable
by the Company to the Claims Administrator shall be increased sufficiently to cover any
such tax imposed with respect to the services or gross receipts involved.
F. Settlement Upon Termination of Agreement.
Upon termination of this Agreement for any reason other than non-payment by Company
of any money due Claims Administrator, and provided that Company has paid an
advance deposit to Claims Administrator, Claims Administrator will administer claims
incurred by Participants prior to termination for sixty (60) days (the "Run Out Period").
Claims Administrator shall bill Company, and Company shall pay Claims Administrator in
accordance with the Agreement and this Exhibit A as if the Agreement was still in effect.
If Company fails to make timely payment to Claims Administrator, Claims Administrator
may apply the advance deposit to amounts owed and may, in its sole discretion,
terminate the Run Out Period immediately upon notice to Company. If the advance
deposit is not sufficient to cover all amounts due, Company shall make payment within
five (5) business days of notice from Claims Administrator. If Company has paid all
amounts due Claims Administrator, Claims Administrator shall return the advance
deposit to Company within a reasonable time after the end of the Run Out Period.
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EXHIBIT B
[Summary Plan Description to be Provided]
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EXHIBIT C
REPORT SERVICES
A. Standard Reports:
Claims Administrator will furnish to Company and/or Plan Administrator the following
reports at no additional charge:
Report Frequency
INVOICE NOTIFICATION WEEKLY, MONTHLY OR SEMI-MONTHLY
DEPENDING ON REMITTANCE PERIOD
CLAIMS DETAIL WEEKLY, available via a-Bill
ESCHEATMENT REPORT ANNUALLY, IF NECESSARY
CLAIMS UTILIZATION REPORT ANNUALLY, UPON REQUEST
B. Other Reports:
Reports, other than those listed in this Exhibit C, requested by Company or Plan
Administrator will be produced upon agreement with Claim Administrator and for
additional fees billed and payable.
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EXHIBIT D
Performance Guarantees
Proposed
Category Standard Penaltv
Standards to be agreed upon between City
of Round Rock and United Concordia.
Implementation United Concordia will provide City of $10,000
Round Rock with a post implementation
survey within 30 days of the effective date.
Account Management Standards to be agreed upon between City $10,000
of Round Rock and United Concordia.
Customer Service
Average Speed to Answer* 30 seconds or less 1%
Abandonment Rate* 3% or less 1%
First Call Resolution* 90% 1%
Claims Administration
90% of non-investigated claims finalized 1%
Turnaround Time** within 14 calendar days
98% of non-investigated claims finalized 1%
within 30 calendar days
Y
Financial Accuracy** 99% of dollars paid accurately 1%
Procedural Accuracy** 98% of claims paid accurately 1%
10% of the
Total Maximum payout not to exceed administrative
fee
*Standard measured against United Concordia's total designated customer service department.
**Standard measured against United Concordia's total commercial book of business.
We report performance guarantees quarterly.
Penalties for any missed guarantees will be based upon annual performance results.
Amounts at risk are not inclusive of our proposed network access fees.
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Partners
Updates for eBill Clients
Instructions for Completing the Client Specification Form
These instructions are designed to assist you in completing the client specification form. The Client Specification Form,along with the attached
Business Associate Contract, must be completed and returned to United Concordia Finance. After the forms are returned,it takes approximately
10 business days to set up your account. If you have any questions while completing these forms,please contact your United Concordia Sales
Representative.
1) Please provide your company name. City of Round Rock,Texas.
2) United Concordia will complete this information.
3) United Concordia will complete this information.
4) Funding Method is based on claims utilization.
5) United Concordia will complete this information.
6) You have the option to fund claims weekly (Mon or Fri), monthly (last business day of the month) or semi-monthly (151 & last
business day).Administrative(Admin)Invoices are always generated monthly. You may choose to use eBill for Claims,or for Admin,
or for both Claims and Admin. If you do not want one of the options,simply do not check a billing frequency for the undesired billing
type.
7) The method of transferring funds to United Concordia will be accomplished via a Client-Initiated ACH Debit. The payment process
will begin at the time you choose to make a payment within the eBill application. After that,United Concordia will draw funds from
your bank account for your specified payment amount.
Claims payments are due within 48 business hours of receipt of the invoice notification.
8) The invoice notification will be sent via email. Within eBill,an Invoice Summary and Claims Detail are available. Carefully review
your company needs in regard to who shall review your invoice and/or its supporting data. Claims Detail contains Protected Health
Information(PHI). As a result,only HIPAA reviewers or HIPAA payers may see such reports.
Any/all of the HIPAA payers will be considered as client contacts. Therefore,only these contacts may be contacted by UCCI regarding
account setup or payment questions. At least two users are recommended.
9) For new clients, United Concordia requires a prefund equal to the proposed frequency of funding(weekly or monthly)based on your
company's claims history. The prefund may be waived under certain circumstances,including the requirement of choosing to fund and
pay claims on a weekly basis (Friday or Monday only) on eBill. United Concordia will use an ACH debit to complete the prefund
funds transfer. The prefund balance will not be used to pay any nun-out claims. The total prefund amount will be held in the United
Concordia ASO account until the termination of the agreement. Please indicate the prefund amount discussed with your United
Concordia Sales Representative. Also,choose whether or not you will need an invoice created and sent to you for the pref ind amount.
The pref ind amount is due 10 days prior to your company's effective date of coverage.
10) For new clients.United Concordia considers claims information,like that included in the Claims Detail Report,to be Protected Health
Information (PHI). As a result, for all ASO customers, United Concordia requires a signed copy of the attached Business Associate
Contract with names specified under Exhibit B, Designation of Representatives. Please note that United Concordia cannot distribute
any reports without this signed document.
a. On page 1 of the Business Associate Contract,insert group name as"Plan Sponsor".
b. Insert effective date in space provided after PART V,Section C.
c. On last page of Business Associate Contract,please fill in all information(Corporate Name, Signature,Printed Name,Title,
Date,Address, and Fax Number). Please make sure contract is signed by a company representative with the authority
to execute a contract on the company's behalf.
d. Under Exhibit B, list all representatives(complete name and title)that are approved to receive PHI data;insert address and
date.
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For current clients, who have a Business Associate Contract on file, United Concordia considers claims information, like that
included in the Claims Detail Report,to be Protected Health Information(PHI). As a result,for all ASO customers,United Concordia
requires a completed and signed copy of Exhibit B, of the attached Business Associate Contract. This Exhibit B should reflect
additional representatives authorized to receive PHI data. In this case, complete Exhibit B with all names, both previous and new
representatives;insert address and date. If there is no Business Associate Contract currently on file,United Concordia requires a
completed and signed copy of the attached Contract,including Exhibit B.
Once completed, please mail or fax the forms to the address or fax number listed below. Again, if you have any questions completing these
forms,please contact your United Concordia Sales Representative.
The completed forms can be emailed to ASOClaims(&ucci.com
United Concordia Sales Representative:Steve Kowalski
Phone Number: (214)346-2583
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ASO/Partners
Client Specifications
1)Company Name: City of Round Rock,Texas
2)Client ID: (UCCI's use only)
3)eBill Effective Date: (UCCI's use only)
OR
New Customer Contract Effective Date: 01/01/2022 (UCCI's use only)
4)Funding is based on claims utilization
0
5 Network Access Fee NAF : / (supply percentage) r N A(check if n applicable)
o e o / c ec of a cab e UCCI's use only)
( ) ( rr y r s ) ( rr )( y)
6)Funding Invoice Triggers:
Note invoice frequency choice for Claims:
(X ) Weekly M F ( ) Monthly ( ) Semi-Monthly
7)Funding payment method is Client-Initiated ACH Debit when paying with eBill. UCCI Ebill Originator#: U251687586
Please be sure:
( X ) Update debit blocks at your bank in order to authorize United Concordia to debit your account
( ) Any debit limits need to be removed and/or increased due to varying amounts of claims expense
8)eBill Users Required Information:
*User Type Information:
• Users prefaced with the term of`HIPAA' means that they are permitted to see claim detail
• All HIPAA users must be included on Exhibit B,as Group Health Plan Designated Representatives(GHPDR)
• Only HIPAA payer(s)may be contacted by UCCI
FIRST USER
Name:Tyler Jarl Email tjarl@roundrocktexas.gov
Phone#512-341-3143 Security?—amity where user was Born:Austin,TX
Choose one user type*:
(X )HIPAA Reviewer ( )Non-HIPAA Reviewer ( X )HIPAA Payer ( )Non-HIPAA Payer
Choose type of billing;check all that apply: ( X )Claims (X )Admin.
Existing eBill user with any Highmark company? Y or N If YES,note user id:
Existing user of United Concordia AMP group portal? Y or N If YES,note user id:
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SECOND USER
Name:Valerie Francois Email vfrancois@roundrocktexas.gov
Phone#512-218-5494 Security?—City where user was Born:Alexandria,VA
Choose one user tune*:
( X )HIPAA Reviewer ( )Non-HIPAA Reviewer (X )HIPAA Payer ( )Non-HIPAA Payer
Choose type of billing;check all that apply: ( X)Claims ( X )Admin.
Existing eBill user with any Highmark company? Y or N If YES,note user id:
Existing user of United Concordia AMP group portal? Y or N If YES,note user id:
THIRD USER
Name: Email
Phone# Security?—City where user was Born:
Choose one user type*:
( )HIPAA Reviewer ( )Non-HIPAA Reviewer ( )HIPAA Payer ( )Non-HIPAA Payer
Choose type of billing;check all that apply: ( )Claims ( )Admin.
Existing eBill user with any Highmark company? Y or N If YES,note user id:
Existing user of United Concordia AMP group portal? Y or N If YES,note user id:
FOURTH USER
Name: Email
Phone# Security?amity where user was Born:
Choose one user type*:
( )HIPAA Reviewer ( )Non-HIPAA Reviewer ( )HIPAA Payer ( )Non-HIPAA Payer
Choose type of billing;check all that apply: ( )Claims ( )Admin.
Existing eBill user with any Highmark company? Y or N If YES,note user id:
Existing user of United Concordia AMP group portal? Y or N If YES,note user id:
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9) Prefund is waived for all customers who bill&pay weekly on Ebill(Friday or Monday). For all other customers:
The prefund amount is$
I(WILL/WILL NOT)need an invoice sent for the prefund amount.
10) Contracts for NEW Clients:
A signed Business Associate Contract and Exhibit B for GHPDR are included. (X ) Yes ( )No
Contracts for CURRENT Clients:
A signed Exhibit B for GHPDR is included,and a Business Associate Contract is included,or already on file with United
Concordia. ( ) Yes ( )No
The completed forms can be mailed or faxed to UCCI Finance at the following:
Attn: Financial Reporting
United Concordia Companies,Inc.
1800 Center Street
Camp Hill,PA 17011
Form Complete By: Date:
Contact Number:
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UNITED CONCORDIA DENTAL
Protecting More Than Just Your Smile'
BUSINESS ASSOCIATE CONTRACT WITH DESIGNATION OF REPRESENTATIVES
This Business Associate Contract ("Contract") is by and between Claims Administrator (as identified below)
and the City of Round Rock ("Plan Sponsor") acting on its own behalf and on behalf of its group health
plan(s) ("GHP").
RECITALS
WHEREAS, GHP is a "Group Health Plan" as defined in Section 160.103 of the regulations implementing
the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), 45 C.F.R. Parts 160 and 164 (the
"Privacy Rule").
WHEREAS, Claims Administrator provides services related to the administration of GHP under an
administrative services only agreement or cost-plus arrangement by and between Claims Administrator and
Plan Sponsor ("Benefits Contract"); and
WHEREAS, Plan Sponsor and Claims Administrator mutually agree to incorporate the terms of this Contract
into the Benefits Contract in order to comply with the requirements of the implementing regulations of the
Health Insurance Portability and Accountability Act of 1996 ("HIPAX), as modified by the Health Information
Technology for Economic and Clinical Health Act (the "HITECH Act") ("HIPAA Rules"),
NOW, THEREFORE, in consideration of these premises and the mutual promises and agreements
hereinafter set forth, Plan Sponsor and Claims Administrator hereby agree as follows:
PART I. - CLAIMS ADMINISTRATOR'S OBLIGATIONS
A. Permitted Uses and Disclosures. Claims Administrator is permitted or required to Use or Disclose
Protected Health Information it creates or requests for, or receives from, Plan Sponsor or GHP only as
follows:
1. Functions and Activities on Behalf of GHP. Claims Administrator is permitted to Use, Disclose,
create or receive Protected Health Information in furtherance of its administrative duties on behalf of
GHP as set forth in this Contract, the Benefits Contract and Exhibit A hereto, and consistent with the
Privacy Rule and any implementing regulations..
2. Data Aggregation Services. Claims Administrator may perform Data Aggregation services as
defined in the Privacy Rule, subject to any limitations imposed by the Benefits Contract and the
Privacy Rule.
3. Uses for Claims Administrator's Operations. Claims Administrator is permitted to Use Protected
Health Information: (a) as necessary for Claims Administrator's proper management and
administration; and, (b) to carry out Claims Administrator's legal responsibilities.
4. Disclosures for Claims Administrator's Operations. Claims Administrator may Disclose Protected
Health Information for Claims Administrator's proper management and administration or to carry out
Claims Administrator's legal responsibilities, but only if the following conditions are met: (a) the
Disclosure is Required by Law; or (b) Claims Administrator obtains reasonable assurances from any
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person or organization to which Claims Administrator will Disclose such Protected Health
Information that the person or organization will: (i) hold such Protected Health Information in
confidence and Use or further Disclose it only for the purpose for which Claims Administrator
Disclosed it to the person or organization or as Required by Law; and, (ii) notify Claims Administrator
(who will in turn notify GHP) of any instance of which the person or organization becomes aware in
which the confidentiality of such Protected Health Information was breached.
5. Other Uses and Disclosures. Claims Administrator may make any Use and/or Disclosure of
Protected Health Information permitted under 45 C.F.R. §§ 164.506(c), 164.508 and 164.510, as
well as under Claims Administrator's Notice of Privacy Practices ("NPP").
6. Creation of Limited Data Sets and De-Identified Health Information
Claims Administrator may use Group Health Plan's PHI to create (or have created on its behalf)
Limited Data Sets, in conformance with 45 C.F.R. § 164.514(e) (2), and De-Identified Health
Information, in conformance with 45 C.F.R. § 164.514(b). Claims Administrator may use such
Limited Data Sets for public health, research and health care operations purposes permitted by the
Privacy Rule.
7. Additional Uses and Disclosures. In addition to uses and disclosures authorized by Sections I.A. 1-6
hereof, Claims Administrator may use or disclose data collected in the performance of services
under Benefits Contract or any other Agreement between the Parties, so long as: (i) the data is de-
identified in a manner consistent with the requirements of HIPAA; or (ii) the data is used or disclosed
for research, health oversight activities or other purposes permitted by law; or (iii) a Member has
consented to the release of his or her individually identifiable data. The data used or disclosed shall
be used for a variety of lawful purposes, including, but not limited to, research, monitoring, and
benchmarking of industry and health care trends.
B. Minimum Necessary and Limited Data Set. Claims Administrator will apply policies and procedures
intended to assure that it will Use, Disclose, or request only the minimum necessary amount of
Protected Health Information to accomplish the intended purpose as required under 45 C.F.R. §§
164.502(b) and 164.514(d) , and will use a Limited Data Set, as defined by the Privacy Rule, if
practicable.
C. Sale of PHI. Claims Administrator shall not directly or indirectly receive remuneration in exchange for
PHI except where permitted by the Contract and consistent with applicable law.
D. Use of PHI for Marketing Purposes. Claims Administrator shall not directly or indirectly receive payment
for any use or disclosure of PHI for marketing purposes except where permitted by the Agreement and
consistent with applicable law.
E. Disclosure to Claims Administrator's Subcontractors and Agents. Claims Administrator shall require any
of its agents or subcontractors to provide reasonable assurance, evidenced by written contract that the
agent or subcontractor will comply with the same privacy and security obligations as Claims
Administrator with respect to Protected Health Information of GHP.
F. Disclosure Pursuant to Audits. No provision of this Contract is intended in any way to limit or expand the
party's rights or obligations with respect to audits as set forth in the Benefits Contract.
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G. Duty to Mitigate. Claims Administrator will mitigate to the extent practicable any harmful effect of which
Claim Administrator is aware that is caused by any use or disclosure of GHP's Protected Health
Information in violation of this Contract.
H. Reporting of Improper Use or Disclosure. Claims Administrator will promptly report to GHP any Use or
Disclosure of Protected Health Information not permitted by this Contract or in violation of the Privacy
Rule when Claims Administrator learns of such non-permitted Use or Disclosure. In addition, Claims
Administrator will report any "Breach" of "Unsecured Protected Health Information" (as these terms are
defined by the Breach Notification Regulation, 45 C.F.R. §164.402), following discovery and without
unreasonable delay, but in no event later than thirty (30) days. Claims Administrator shall cooperate
with Plan in investigating the Breach and in meeting the Plan's obligations under the Breach Notification
Regulation and any other applicable, security breach notification laws.
Any such report shall include the identification (if known) of each individual whose Unsecured Protected
Health Information has been, or is reasonably believed by Claims Administrator to have been, accessed,
acquired, or disclosed during such Breach. Claims Administrator's report to Plan will at the least:
1. Identify the nature of the non-permitted access, use or disclosure, including the date of the event
and the date of discovery of the Breach;
2. Identify the Protected Health Information accessed, used or disclosed (e.g., full name, social security
number, date of birth, etc.);
3. Identify generally who made the non-permitted access, use or disclosure and who received the non-
permitted disclosure;
4. Identify what corrective action Claims Administrator took or will take to prevent further non-permitted
access, uses or disclosures; and
5. Identify what Claims Administrator did or will do to mitigate any deleterious effect of the non-
permitted access, use or disclosure.
I. Compliance with Standard Transactions. If Claims Administrator conducts on behalf of GHP
communications that are required to meet the Standards for Electronic Transactions as set forth in 45
C.F.R. Part 162 ("Standard Transactions"), Claims Administrator will comply, and will require any
subcontractor or agent involved with the conduct of such Standard Transactions to comply with each
applicable requirement of 45 C.F.R. Part 162.
J. Information Safeguards. Claims Administrator will develop, implement, maintain and use reasonable and
appropriate administrative, technical and physical safeguards to preserve the privacy, integrity,
confidentiality and availability of Protected Health Information, and to prevent non-permitted Use or
Disclosure of Protected Health Information. When so required:
1. The safeguards must reasonably protect group health plan's Protected Health Information from
any intentional or unintentional use or disclosure in violation of the Privacy Rule, 45 C.F.R. Part
164, Subpart E and this Contract, and limit incidental uses or disclosures made pursuant to a
use or disclosure otherwise permitted by this Contract.
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2. Such safeguards shall be consistent with applicable requirements of 45 C.F.R. Part 164, Subpart
C, pertaining to the security of Electronic Protected Health Information ("EPHI"), and as required
by the HITECH Act. Claims Administrator also shall develop and implement policies and
procedures and maintain documentation of such policies and procedures to assure compliance
with the Security Rule standards as required by the HITECH Act;
3. Claims Administrator will ensure that any agent, including a subcontractor, to whom it provides
EPHI agrees to implement reasonable and appropriate safeguards to protect it; and
4 Claims Administrator will report any security incident of which it becomes aware to the group
health plan. For purposes of this paragraph a reportable security incident shall be any security
incident (as defined in 45 C.F.R. § 164.304) that Claims Administrator reasonably determines to
be a threat or hazard to the security or integrity of the group health plan's EPHI.
K. Administration of Individual Rights
1. Access. Upon GHP's written request, or the direct request of an individual, Claims Administrator will
provide access to Protected Health Information about an Individual in Claims Administrator's custody
or control contained in a Designated Record Set, so that GHP may meet its access obligations
under 45 C.F.R. § 164.524.. Such access shall be provided in a time and manner consistent with
Claims Administrator's procedures for access, which Claims Administrator hereby represents comply
with the requirements of 45 C.F.R. § 164.524. All fees related to this access shall be borne by the
Individual, as determined by Claims Administrator in accordance with 45 C.F.R. § 164.524. Claims
Administrator shall make such information available in an electronic format where directed by GHP.
2. Amendment. Upon GHP's written request, or the direct request of an Individual, Claims
Administrator will, on behalf of GHP, amend Protected Health Information as required by 45 C.F.R. §
164.526 on GHP's behalf. Claims Administrator will amend such Protected Health Information
according to its own procedures for such amendment, which procedures Claims Administrator
represents comply with applicable requirements of 45 C.F.R. § 164.526.
3. Disclosure Accounting. Claims Administrator agrees to record each disclosure, not excepted from
Disclosure accounting under 45 C.F.R. § 164.528(a)(1) in accordance with the requirements of 45.
C.F.R. § 164.528(b). Upon GHP's written request or the direct request of an Individual, Claims
Administrator will, on behalf of GHP, provide a Disclosure Accounting in accordance with its own
procedures for Disclosure Accounting, which Claims Administrator represents comply with 45 C.F.R.
§ 164.528..
4. Request for Restrictions and Confidential Communications. To the extent that communications are
within the control of Claims Administrator, Claims Administrator will, on behalf of GHP, evaluate and
determine whether to grant requests for restrictions and confidential communications in connection
with the Use or Disclosure of Protected Health Information within the custody and control of Claims
Administrator pursuant to 45 C.F.R. § 164.522. Claims Administrator will evaluate and determine
whether to grant such requests according to its own procedures for such requests, and shall
implement such appropriate operational steps as required by its own procedures. Claims
Administrator represents that its procedures for evaluation and determination regarding such
requests comply with the requirements of 45 C.F.R. § 164.522. Group Health Plan shall not agree to
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UNITED CONCORDIA DENTAL
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Requests for Restriction that could affect Claim Administrator's operations without first obtaining
Claim Administrator's agreement to the Restriction.
L. Inspection of Books and Records. Claims Administrator will make its internal practices, books, and
records relating to its Use and Disclosure of Protected Health Information available to the U.S.
Department of Health and Human Services in a time and manner designated by that agency for the
purpose of determining GHP's compliance with the Privacy Rule and the Security Rule.
M. In any case in which Claims Administrator has been engaged to perform any obligation of GHP that is
described in 45 C.F.R. Part 64, Subpart E, it shall comply with all requirements of that Subpart that
would apply to GHP in the performance of that obligation.
PART II — PRIVACY NOTICES
A. Claims Administrator's Notice of Privacy Practices ("NPP"). Unless otherwise directed by GHP, Claims
Administrator will distribute its NPP to each Individual enrolled in the GHP at the time of the distribution.
Thereafter, Claims Administrator shall distribute its NPP to each new enrolled Individual, and any
material revisions to its NPP to all Individuals in accordance with its policies and procedures. Claims
Administrator represents that its policies and procedures regarding the distribution of the NPP comply
with 45 C.F.R. § 164.520(c). The practices and procedures set forth in Claims Administrator's NPP will
apply to all Protected Health Information within the custody and control of Claims Administrator.
B. GHP's Notice of Privacy Practices. GHP shall be responsible for the preparation and distribution of its
NPP as required by the Privacy Rule. If requested, Claims Administrator shall provide GHP with its NPP
that GHP may use as the basis for its own NPP.
PART III — PLAN SPONSOR'S PLAN ADMINISTRATION FUNCTIONS
A. Communication of Protected Health Information. Except as specifically agreed upon by Claims
Administrator and Plan Sponsor in compliance with the Privacy Rule, all Disclosures of Protected Health
Information by Claims Administrator pursuant to this Contract shall be made to GHP, except for
disclosures related to enrollment or disenrollment in GHP.
B. Summary Health Information. Upon Plan Sponsor's written request for the purpose either (i) to obtain
premium bids for providing health insurance coverage under GHP, or (ii) to modify, amend, or terminate
GHP, Claims Administrator is authorized to provide Summary Health Information regarding Individuals
enrolled in GHP to Plan Sponsor.
C. Disclosure to Plan Sponsor. GHP will not Disclose any Protected Health Information to the Plan
Sponsor unless GHP has first ensured: (i) that its Plan Document has been amended as required by 45
C.F.R. § 164.504(f)(2), and (ii) that the Plan Sponsor has delivered the certification required by 45
C.F.R. § 164.504(f)(2)(ii). If GHP should require Claims Administrator to Disclose Protected Health
Information directly to the Plan Sponsor, GHP shall authorize such disclosure by written instruction,
accompanied by the Plan Sponsor's certification required by 45 C.F.R. § 164.504(f)(2)(ii). Claims
Administrator may rely on Plan Sponsor's certification and GHP's written instruction, and will have no
obligation to verify that the Plan Documents have been amended to comply with 45 C.F.R. §
164.504(f)(2) or that Plan Sponsor is complying with such amendments.
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UNITED CONCORDIA DENTAL
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PART IV -TERM, TERMINATION AND AMENDMENT
A. Term. The term of this Contract shall be co-extensive with the term of the Benefits Contract, including
any run-out or settlement period.
B. Termination for Breach. GHP shall have the right to terminate the Benefits Contract if Claims
Administrator, by pattern or practice, materially breaches any provision of this Contract. Before
terminating under this section, GHP shall provide Claims Administrator with an opportunity to cure any
identified breach. If efforts to cure are unsuccessful, as determined by GHP, in its reasonable
discretion, Plan Sponsor shall terminate the Benefits Contract and this Contract, as soon as
administratively feasible.
C. Effect of Termination: Return or Destruction of Protected Health Information. Upon cancellation,
termination, expiration or other conclusion of the Benefits Contract ("Termination"), Claims Administrator
will, if feasible and lawful, return to GHP or destroy all Protected Health Information, in whatever form or
medium, then held by Claims Administrator. Claims Administrator will complete such return or
destruction as promptly as practical after the effective date of the Termination.
D. Effect of Termination: Return or Destruction of Protected Health Information Not Feasible. GHP
acknowledges that certain information may not feasibly be returned or destroyed, including, but not
limited to, de-identified data, data used for Data Aggregation purposes, and data subject to regulatory
data retention requirements. Accordingly, upon Termination, Claims Administrator will identify to GHP
any Protected Health Information that cannot feasibly or lawfully be returned to GHP or destroyed. After
Termination, Claims Administrator will continue to protect such information as required by this Contract
and limit its further Use or Disclosure of such information to those purposes that make its return or
destruction infeasible.
E. Continuing Privacy Obligation. Claims Administrator's obligation to protect the privacy of Protected
Health Information that cannot feasibly or lawfully be returned or destroyed will survive Termination for
as long as Claims Administrator retains any Protected Health Information governed by this Contract.
F. Agreement to Amend. The parties acknowledge that federal rules relating to HIPAA are evolving ("New
HIPAA Rules") and, thus, may require amendment to this Contract to ensure continuing compliance.
The parties agree to amend this Contract to add terms, conditions or assurances required by any New
HIPAA Rule. Should the parties fail to adopt amendments by the effective date of any New HIPAA Rule,
this Contract will be deemed to be automatically be amended on such effective date to require both
parties to comply with the requirements of such New HIPAA Rule.
PART V— GENERAL PROVISIONS
A. Conflict. The provisions of this Contract will override and control any conflicting provision of the Benefits
Contract. All non-conflicting provisions of the Benefits Contract will remain in full force and effect.
B. Definitions and Interpretation. Capitalized terms used in this Contract, unless otherwise defined herein,
have the meanings ascribed to them under the HIPAA Privacy Rule, the HIPAA Security Rule, the
Breach Notification Rule and the HITECH Act. For purposes of this Contract, the term "Individual" shall
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include an Individual's personal representative. In the event of ambiguity, this Contract shall be
interpreted so as to make all activities conducted hereunder compliant with the Privacy Rule, the
Security Rule and any applicable state law or regulation governing the privacy of Individuals' health
information.
C. Documentation. Unless otherwise provided under the HITECH Act, all documentation that is required by
this Contract or by the Privacy Rule will be retained by Claims Administrator for six (6) years from the
date of creation or when it was last in effect, or for such longer period as may be required by any
applicable law.
IN WITNESS WHEREOF, Plan Sponsor, for and on behalf of GHP and Claims Administrator execute this
Contract in multiple originals to be effective on January 1, 2022.
PLAN SPONSOR CLAIMS ADMINISTRATOR
City of Round Rock United Concordia Dental
Corporate Name Corporate Name
SIGNED BY: SIGNED BY: _e-A4C21,v,,,,
NAME: Craig Morgan NAME: Thomas J. Palmer
TITLE: Mayor TITLE: Senior Vice President Sales
DATE: September 9, 2021 DATE: September 7, 2021
ADDRESS:221 E. Main St. ADDRESS: 1800 Center Street
Round Rock, Texas 78864 Camp Hill, PA 17011
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EXHIBIT A
PERMITTED USES AND DISCLOSURES
Claims Administrator is permitted to receive, create, Use or Disclose Protected Health Information ("PHI")
on behalf of GHP for the following:
1. Health Care Operations. To conduct Health Care Operations activities to the full extent
permitted of GHP under the Privacy Rule.
2. Payment Activities. To conduct Payment activities to the full extent permitted of GHP under the
Privacy Rule.
3. Treatment, Payment and Health Care Operation Activities of Other Covered Entities. To
assist another Covered Entity in its Treatment, Payment and Health Care Operation activities to
the full extent permitted of GHP under the Privacy Rule.
4. As Authorized by an Individual. As may be authorized by an Individual pursuant to a written
authorization in the form described in 45 C.F.R. § 164.508.
5. When an Authorization or an Opportunity to Reject or Agree is Not Required. To the full
extent permitted of GHP, when an authorization or an opportunity to reject or agree is not
required under 45 C.F.R. § 164.512.
6. Use of Limited Data Set. For permitted purposes, i.e. Research, Public Health and Health Care
Operations, under the Privacy Rule.
7. Other Permitted Uses and Disclosures of PHI by Claims Administrator: Without limiting the
generality of the foregoing, and by way of example only, Claims Administrator shall be permitted
to Use, Disclose, create or receive PHI on behalf of GHP to the extent permitted under the
Privacy Rule in performing or accomplishing activities related to:
• Accounting
• Actuarial and Rating
• Administration of Claims (Initial, Appeals and Related Disputes or External Appeal
Procedures)
• Claims and Financial Audits
• Benefit Design and Management
• Billing
• Blues on Call
• Case Management
• Issuance of Certificates of Creditable Coverage
• Claims Payment and Processing
• Collection Activities (including those related to the recovery of Overpayments)
• Communications (oral and written) with Members, Providers,
Subcontractors and Designated Agents
• Compliance with Other Laws and Regulations and Related Records and Reports
Issued 08/05/2021 13
Client#[client#]
Revised 09232013
UNITED CONCORDIA DENTAL
Protecting More Than just Your Smile'
• Consulting and Related Analysis
• Coordination of Benefits
• Credentialing
• Customer Service
• Data Analysis
• Enrollment, Disenrollment, Coverage and Eligibility
• Experts and Consultants
• Government Filings
• Issuance and Creation of ID Cards and Benefits Booklets
• Inter-Plan Payment Activities including the BlueCard Program
• Managed Care Services and Supplies
• Marketing
• Overpayment Recoveries and Activities
• Participant Meetings
• Litigation
• Public Health Activities
• Quality Management
• Reimbursements
• Reporting, Standard and Non-Standard (claims, eligibility, health conditions)
• Risk Adjusting
• Settlements (annual, financial, litigation, etc.)
• Subrogation
• Utilization Management
Or other purposes that may be permitted under the Benefit Contract. .
Issued 08/05/2021 14
Client#[client#]
Revised 09232013
UNITED CONCORDIA DENTAL
Protecting More Than Just Your Smile®
EXHIBIT B
Designation of Representatives
By this document, Group Health Plan designates the individuals named below as its representatives to
receive information from United Concordia relating to administration of the Benefit Contract.
REPRESENTATIVES (Name and job title): Date:September 9, 2021
David Gibson, Vice President—Client Service
Kaitlyn Beaird, Account Manager
Jason Newman, Sr. Client Service Consultant
Valerie Francois, HR Director
Tyler Jar[, Benefits Manager
REPRESENTATIVES MAILING ADDRESS :
221 E. Main Street
Round Rock, Texas 78664
Signature
Title Mayor
Date September 9, 2021
Group Health Plan agrees to promptly notify United Concordia of any changes in its designation of
representatives to receive protected health information on its behalf.
(If Client sponsors more than one Group Health Plan; please provide addresses and representative's
names for additional plans on an attachment.)
Issued 08/05/2021 15
Client#[client#]
Revised 09232013
UNITED CONCORDIA DENTAL New Client
1800 Center Street
Camp Hill,PA 17011
Group Administration Portal Access
This form facilitates access to the Group Administration Portal.Please complete and send to your
United Concordia representative.
Policy Maker Information
This form must be completed and signed by the group Policy Maker.The Policy Maker is the individual who:
- Assigns and manages the Portal Administrator and other users identified in this form(users can be added,modified
or deleted later by the Portal Administrator).
- Has the legal authority to bind this document for Group Administration Portal Access on behalf of the group.
Policy Maker's First&Last Name(Required) Business Name{Required}
Criag Morgan City of Round Rock
Policy Maker's 10-Digit Phone#{Required} Business Address(Required)
512-341-3143 231 East Main Street, Ste 100
Round Rock, TX 78664
Policy Maker's Email(Required)
tjarl@roundrocktexas.gov
Portal Administrator (choose one)
The Portal Administrator adds,modifies,and deletes Portal Users and access in the Portal.Additionally,the Portal
Administrator has full access to view and modify,among others,member enrollment,billing and administration records.
Please Note:All phone numbers and emails provided on this form will be used during each user's registration process,so
please ensure all information is correct.
0 Make myself(the Policy Maker)the Portal Administrator(if selected,please skip to next page)
Make someone else the Portal Administrator(if selected,all fields below must be completed)
Portal Administrator's Full Name Is the Portal Administrator an employee of the group?
Tyler Jarl (Choose one)
Portal Administrator's 10-Digit Phone# Yes No
512-341-3143
Portal Administrator's Email
tjarl@roundrocktexas.gov
Page 1 of 2
Additional Portal Users (optional)
Additional Portal Users are individuals who the Policy Maker or Portal Administrator grant access to the Portal.If you're
adding Portal Users now,all fields below must be completed for each Portal User.The Portal Administrator,or an additional
Portal User with User Administration Authority,can add,modify or delete Portal Users and their access in the portal.
Member Enrollment Access Billing Access User Administration Authority
• View or modify enrollment records • View and pay invoices • Add,modify or delete portal users
• Request ID communications
• Access portal reports
Portal User's First&Last Name(Required) Portal User's 10-Digit Phone#(Required)
Valerie Francois 512-218-5494
Portal User's Email(Required)
vfrancois@roundrocktexas.gov
Is this Portal User any third party that is not Member Enrollment Access (Choose one) Other Access (Check all that apply)
an employee of the group? (Choose one)
0 View Records Only 0 No Access ✓ Billing Access
0 Yes No
10 View&Modify Records 1[/1
1 User Administration Authority
Portal User's First&Last Name(Required) Portal User's 10-Digit Phone#(Required)
Kaitlyn Beaird 512-218-5494
Portal User's Email(Required)
kbeaird@holmesmurphy.com
Is this Portal User any third party that is not Member Enrollment Access (Choose one) Other Access (Check all that apply)
an employee of the group? (Choose one)
10 View Records Only 0 No Access p Billing Access
0 Yes 0 No
0 View&Modify Records n User Administration Authority
Producer Access
Your producer will have the following default access in the Portal: Billing Access(view only)and Member Enrollment Access
(add,view&modify records).If you do not want your producer to have this default access,initial here: .
Policy Maker Signature
By signing below,the Policy Maker binds the group to this legal document for Group Administration Portal Access and
all Users,including the Policy Maker,to the Terms and Conditions For Group Administration Portal Access.
Policy Maker gnature(Required) Date(Required)
x 9/9/2021
ERC-0245-0221 Page 2 of 2
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2021-787036
United Concordia Dental
Dallas,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/05/2021
being filed.
City of Round Rock Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Solicitation Number 21-012
Employee Benefits(Dental Insurance)
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Palmer,Thomas Camp Hill, PA United States X
Pinkerton, Kimberly Plymouth Meeting, PA United X
Arthur-Beacock,Julie Woodland Hills,CA United States X
Charles,Andolina Dallas,TX United States X
Kowalski, Stephen Dallas,TX United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is Thomas J. Palmer and my date of birth is
My address is 1800 Center Street, Suite 313 Camp Hill PA 17011 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Cumberland County, State of Pennsylvania ,on the 5th day of August 2o21
{ (month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a
Ask
CERTIFICATE OF INTERESTED PARTIES
FORM 1.295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2021-787036
United Concordia Dental
Dallas,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/05/2021
being filed.
City of Round Rock Date Acknowledged:
08/05/2021
g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Solicitation Number 21-012
Employee Benefits(Dental Insurance)
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Palmer, Thomas Camp Hill, PA United States X
Pinkerton, Kimberly Plymouth Meeting, PA United X
Arthur-Beacock, Julie Woodland Hills, CA United States X
Charles,Andolina Dallas, TX United States X
Kowalski, Stephen Dallas,TX United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of ,20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a