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R-98-05-14-10B1 - 5/14/1998RESOLUTION NO. R -98-05-14-10B1 WHEREAS, the City of Round Rock desires to retain professional services to provide independent third -party administration of the City's self-funded health plan, and WHEREAS, Healthcare Benefits, Inc. has submitted an agreement to provide said services, and WHEREAS, the City Council desires to enter into said agreement with HealthCare Benefits, Inc., Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an agreement with HealthCare Benefits, Inc. to provide independent third -party administration of the City's self- funded health plan, a copy of said agreement being attached hereto and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and the Act. RESOLVED this 14th day of May, ST: NE LAND, City Secretary K:\WPDOCS\RESOLUTI\R8051481.WPD/scg CHARLES CULER, Mayor City of Round Rock, Texas ADMINISTRATIVE SERVICES AGREEMENT HBI-ASA/11-93 ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT is made and entered into by and between HealthCare Benefits, Inc., a corporation organized, existing and doing business under and by virtue of the laws of the State of Texas (hereinafter referred to as "Contractor") and CITY OF ROUND ROCK (hereinafter referred to as "Purchaser"). WITNESSETH: WHEREAS, Contractor is in the business of providing independent third -party administration of employee welfare benefit programs; and WHEREAS, Purchaser desires to engage the service of a third -party administrator for a welfare benefit program (hereinafter referred to as "Benefit Program") to be provided to Purchaser's employees and their eligible dependents (hereinafter collectively referred to as "Participants"); and WHEREAS, Contractor is willing to provide such services to Purchaser and other parties on an independent contract basis. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and Agreements hereinafter set forth, the parties hereto agree as follows: SECTION ONE OBLIGATION OF PURCHASER 1.01 Purchaser shall furnish Contractor with a detailed description of the Benefit Program to be administered. 1.02 Purchaser, in consultation with Contractor, shall determine the administrative practices and procedures to be followed in the processing and payment of claims. 1.03 Purchaser shall provide to Contractor a complete and current listing of all Participants eligible to receive benefits prior to their date of eligibility --making timely changes to the listing on a periodic basis. 1.04 Purchaser shall obtain the consent of Participants for the release of confidential medical information required for administration and to process claims for the payment of fees for medical services rendered to patients, including any fees for mental or emotional health services performed by professionals, as may be required by state or federal law. 1.05 Purchaser shall establish and maintain a suitable banking arrangement to effectuate the provisions of Section Six herein. 1.06 At Contractor's request, or at Purchaser's option, Purchaser shall make the final determination of eligibility of Participants to receive benefits and any special issues arising in the course of administration. 1 1.07 Purchaser shall designate in writing a contact person who will be empowered to act on behalf of Purchaser with regard to the terms of the Agreement and with whom Contractor can coordinate and resolve all questions arising in the course of administration. SECTION TWO OBLIGATION OF CONTRACTOR 2.01 Contractor shall administer Purchaser's Benefit Program in accordance with the benefit plan description provided and the administrative practices and procedures established. 2.02 Contractor shall provide or arrange for suitable facilities, equipment and personnel necessary for proper administration of the Benefit Program. 2.03 Contractor shall, upon request, assist Purchaser is establishing appropriate banking arrangements for program administration. 2.04 Contractor shall provide standard administrative materials, including enrollment forms, participant and provider claim forms and two identification cards for each participant in the Benefit Program on the Effective Date of the Plan. 2.05 Contractor shall, upon request, assist Purchaser in incorporating the Benefit Program description and design into a plan document and booklet for Participants. The Contractor will provide one benefit booklet per participant enrolled in the Benefit Program on the Effective Date of the Plan. The cost of reprinting additional benefit booklets shall be the obligation of the Purchaser. 2.06 Contractor shall provide claims processing services to include: a. Review and validation of all claims submitted for payment; b. Determination of benefits in accordance with the specification of the Benefit Program; c. Coordination of benefits with other plans, where appropriate; d. Preparation and mailing of explanation of benefit forms; and e. Preparation and mailing of claim drafts drawn on Purchaser's bank account as provided in Section Six herein. 2.07 Contractor shall establish liaison with Purchaser's designee, providers and Participants, as required, to obtain and follow-up on additional service information, to verify eligibility of Participants and to assist in resolving claims problems. 2 2.08 Contractor shall provide periodic written reports to include: a. Monthly check reconciliation report; b. Monthly benefit experience reports; and c. Those reports specified in Item Four of the current Exhibit to this Agreement, if any. d. Utilization reports, to include, claims incurred, claims paid and discounted services. e. Estimates of incurred but unpaid claim liabilities. f. Assistance with preparation of the Summary Plan Description, Summary Annual Report, and other matters that are required for reporting and disclosure under Title I, Part I of the Employees Retirement Income Security Act of 1974. 2.09 Contractor will provide Purchaser copies of specific claim payment drafts upon request. 2.10 Contractor shall evaluate late applicants for evidence of good health on behalf of Purchaser. 2.11 Contractor shall maintain current individual benefit records on all Participants and shall maintain the confidentiality of any medical information contained in such records. 2.12 Contractor shall prepare IRS form 1099 reports on medical provider fees. 2.13 Contractor shall keep Purchaser informed with respect to non -routine "shock" claims and matters of general interest, including recurring administration problems, local situations meriting review and possible misuses of benefits. 2.14 Contractor shall refer to Purchaser any claim or class of claims Purchaser may specify for consideration and final decision, to include: a. Claims for services which do not appear to qualify for payment under the Benefit Program; b. Claims in which there is a question on the amount of payment due; c. Claims involving any matter in controversy; and d. Those claims or classes of claims specified in Item Three of the current Exhibit to this Agreement, if any. 2.15 Contractor shall assist Purchaser in the analysis and resolution of disputed claims, provided, however, that such assistance shall in no way include or be considered to include or constitute legal advice or opinions. 2.16 Underwriting services will not be provided unless specifically identified in Item Two of the Exhibit to this Agreement, if any. Any such services provided will include required certifications by a qualified actuary. 2.17 Contractor shall also provide those services specified in Item Two of the current Exhibit to this Agreement, if any. 3 2.18 Assist in complying with any and all State and Federal statues, rules or regulations, including ERISA. 2.19 All files, records and reports prepared and maintained by the Contractor pursuant to this agreement shall be the property of the Purchaser, but the right of possession of such files, and reports shall be and remain with the Contractor during the term of this agreement. All files, records, and reports shall be made available for review and inspection during normal business hours. Within fifteen (15) working days of completion of duties under this agree- ment, all such files, and reports shall be transferred to the Purchaser on request and in exchange for its receipt. SECTION THREE RELATIONSHIP OF PARTIES 3.01 Contractor shall not be construed, represented or held out to be a partner, associate, joint venturer or employee of Purchaser nor shall the Contractor be construed, represented or held out to be an agent of the Purchaser or agent of any insurance company. Contractor shall at all times have the status of an independent contractor. 3.02 Contractor shall, upon request, assist purchaser in obtaining Stop Loss Reinsurance If Stop Loss reinsurance is purchased, Contractor shall not be responsible for claims not timely filed and not included within the Stop Loss coverage. Contractor shall attempt to assist Purchaser in encouraging providers to file claims timely but Contractor assumes no responsibility for the timely filing of such claims, and Purchaser commits not to sue contractor regarding any claims arising out of Stop Loss reinsurance coverage so purchased. 3.03 Contractor is not a statutory fiduciary of Purchaser's Benefit Program nor is Contractor a plan administrator within the meaning of the Employee Retirement Income Security Act of 1974, Public Law 93-406. 3.04 This Agreement is not a contract of insurance, and Contractor is not an insurer or underwriter of Purchaser's liability under the Benefit Program. Purchaser has and retains the ultimate responsibility for payment of claims and other expenses under the Benefit Program. 4 SECTION FOUR TERM AND TERMINATION 4.01 The term of this Agreement shall be for the period of one (1) year commencing on the Effective Date specified herein and shall continue in full force and effect from year to year thereafter unless terminated as provided herein. 4.02 This Agreement may be terminated as follows: a. By either party on any anniversary of the Effective Date of this Agreement following thirty (30) days' prior written notice to the other; b. By Contractor upon Purchaser's failure to fund the bank account as provided for in Paragraph 6.02 of Section Six below; c. By Purchaser, upon thirty (30) day's prior written notice. d. By both parties on a mutually agreeable date. e. By Purchaser, upon Contractor's breach of any provision of this Agreement, after upon (30) thirty days written notice and failure to cure such breach. 4.03 Willis Agreement is terminated by Purchaser, except as provided in Paragraph 4.02, (a), (b) or (d), above, Purchaser agrees to pay to Contractor a termination fee in an amount equal to twice the average of the monthly administration fee due for all months immediately preceding termination. Such termination fee is due and payable within thirty (30) days after notice of termination, or immediately upon termination if no notice is given, and is in addition to any monthly administration fee, or portion thereof, or any other monies due and payable to Contractor under this Agreement. 4.04 If this Agreement is terminated for cause by Purchaser under Paragraph 4.02 (a), (b), (d) and (e), above, the Purchaser shall not be liable for any termination fees or changes. Moreover, Purchaser may withhold from the current administration fee due Contractor, the costs incurred by Purchaser in attempting to gain Contractor's performance of the Agreement 4.05 If this agreement is terminated, the Contractor shall complete the processing of all requests for benefits payments under the plan that were received by Contractor on or before the date of termination and which are due and payable prior to termination, but shall not include: A. The processing of any requests if the Purchaser has not provided funds for the benefits payment. B. Process request for benefit payments presented to the Contractor after the date of termination. C. Issue benefit check after termination date. 5 SECTION FIVE ADMINISTRATION FEES AND REIMBURSEMENT 5.01 Purchaser agrees to pay Contractor a monthly administration fee which shall be due and payable in full on or before the first (1st) day of each month at its home office in Richardson, Texas, during the term of this Agreement. a. In the event payment of the monthly administration fee is not paid by the twentieth (20th) day of the month, Contractor may suspend its performance under this Agreement upon ten (10) days notice to the Purchaser until such fees and late charges are paid. b. After the twentieth (20th) day of the month, a late charge may be assessed each day for late payment of all monies owed to Contractor by Purchaser under this Agreement. The late charge shall be charged as interest and equal to ten percent (10%) of the past -due amount owed, or the maximum amount permitted by state law, whichever is less. c. After the thirty-first (31st) day the Contractor may terminate this Agreement for non- payment of fees. 5.02 The amount of the administration fee shall be determined in accordance with the specifications contained in Item One of the current Exhibit to this Agreement, if any. 5.03 The administration fee shall be subject to change by Contractor upon (90) ninety days prior written notice to purchaser, as follows: a. On each anniversary of the Effective date of this Agreement b. On the implementation date of any changes in the Benefit Program which would increase Contractor's cost of administration; c. On any date that increased expenses are incurred by Contractor because of changes imposed by governmental entities --limited to increases sufficient to recover the additional expenses; or d. On any date that Benefit Program enrollment changes by an amount equal to ten percent (10%) or more of total enrollment. 5.04 Purchaser shall reimburse Contractor for the direct cost of any special supplies or forms provided by Contractor for Purchaser --such reimbursement to be in addition to the monthly administration fee. 5.05 Purchaser will reimburse Contractor for any taxes imposed or adjudged due by any lawful authority with respect to the Benefit Program or its administration. In the case of imposition of such tax liability, Purchaser may elect to terminate this Agreement upon thirty (30) days' prior written notice without incurring liability for termination fees or charges. 6 SECTION SIX CLAIMS PAYMENT AND BANKING ARRANGEMENT 6.01 Purchaser shall establish a bank account on which Contractor shall write drafts for the payment of Benefit Program claims and expenses. Purchaser agrees and is obligated to arrange for sufficient funds to be available in such account to cover all drafts validly issued against the account. Contractor shall notify Purchaser, simultaneous with the release of checks, the amount that is required to be deposited by Purchaser to cover the checks issued. 6.02 Contractor shall have the right to terminate this Agreement upon notice to Purchaser in the event that Purchaser fails to fund such account within three (3) banking days after notice is given by Contractor and received by Purchaser, that such funds are required to be deposited. 6.03 Notice by Contractor, as contemplated in paragraph 6.02, above, shall be sufficient if given by telephone, fax or by United States mail, delivery services or personal delivery to Purchaser's designee or the signatory to this Agreement at the telephone number or address specified in Item Five of the current Exhibit to this Agreement, if any. Any telephonic notice given will be confirmed in writing within twenty-four (24) hours. SECTION SEVEN NOTICES 7.01 All notices given under in this Agreement, unless otherwise provided for herein, must be in writing and shall be deemed to have been given for all purposes when personally delivered and received or when deposited in the United States mail, first-class postage prepaid, certified or registered, return receipt requested and addressed to the parties as set forth in Item Five of the current Exhibit to this Agreement, if any. 7 SECTION EIGHTS GENERAL PROVISIONS 8.01 ASSIGNMENT. No part of this Agreement, or any rights, duties or obligations described herein, shall be assigned or delegated without the prior express written consent of both parties, except for the use of a third party for printing and mailing services. Contractor's acquisition and use of facilities, services, supplies, equipment and the use of temporary personnel on site shall not constitute an assignment under this Agreement; provided, however, that the supervision of all services provided under this Agreement will be performed by Contractor's regular employees. 8.02 GOVERNING LAW. This contract shall be governed by and shall be construed in accordance with the laws of the State of Texas, and venue for any cause related to this Agreement shall be in Williamson County, Texas. 8.03 MODIFICATION. This Agreement shall not be amended or modified in any manner except by an instrument in writing executed by the parties. 8.04 CAPTIONS. Captions appearing in this Agreement and its Exhibits, if any, are provided for convenience only and in no way define, limit, construe or describe the scope of sections or paragraphs to which they are inserted. 8.05 GENDER AND MODE. The use herein of a personal pronoun in the masculine or feminine gender or in the singular or plural mode, shall be deemed to include the opposite gender or mode unless the context clearly indicates the contrary. 8.06 EXHIBIT. "Exhibit" means the attached document(s) setting out certain particulars of this Agreement, or any replacement document(s) mutually agreed to by the parties. 8.07 LEGAL CONSTRUCTION. Should any provision(s) contained in this Agreement be held to be invalid, illegal or otherwise unenforceable, the remaining provisions of the Agreement shall be construed in their entirety as if separate and apart from the invalid, illegal or unenforceable provision(s), subject to renegotiation by the parties if a material change in the terms of the Agreement were to result. 8.08 ENFORCEMENT. Any delay or inconsistency in the enforcement of any part of this Agreement shall not constitute a waiver of any rights with respect to the enforcement of this Agreement at any future date, nor shall it limit any remedies which may be sought in any action to enforce any provision of this Agreement. 8.09 FORCE MAJEURE. Neither party shall be liable for any failure to perform its obligations under this Agreement if prevented from doing so by a cause or causes beyond its commercially reasonable control, including, but not limited to, acts of God or nature, fires, floods, storms, earthquakes, riots, strikes and wars or restraints of government. 8 8.10 ENTIRETY. This Agreement and any Exhibits or amendments and advertisement for bids shall constitute the entire Agreement between the parties and shall supersede any and all prior Agreements or understandings, either oral or in writing, between the parties respecting the subject matter herein. 8.11 DISCLOSURE STATEMENT. Purchaser acknowledges that a disclosure of all payments to be made to Contractor has been made to Purchaser and such disclosure statement is incorporated herein by reference. IN WITNESS HEREOF, the parties hereto have executed this Agreement for an Effective Date of December 1,1997. FOR TY OF ROUND ROCK, PURCHASER: y - 9k Title: (Date) FOR HEALTHCARE BENEFITS, INC., CONTRACTOR: HealthCare Benefits, Inc. 2/ao�9d� 9 EXHIBIT NUMBER ONE Specifications For ADMINISTRATIVE SERVICES AGREEMENT Between HEALTHCARE BENEFITS, INC. (CONTRACTOR) and CITY OF ROUND ROCK (PURCHASER) These specifications are to apply beginning with the Effective Date of the Agreement between the parties to which this Exhibit is attached and shall continue in force and effect until the Agreement is terminated or this Exhibit is superseded in whole or in part by a later executed exhibit. ITEM ONE ADMINISTRATION FEE As provided in Paragraph 5.02 of Section Five of the Agreement, for the first (1st) year this Agreement is in effect, the monthly administration fee shall be an amount equal to nine and 25/100 dollars ($9.25) multiplied by the number of Employees enrolled in the Benefit Program on the first (1st) day of each month. The monthly Hospital Pre -Certification fee shall be an additional amount equal to one and 50/100 dollars ($1.50) multiplied by the number of Employees enrolled in the Benefit Program on the first (1st) day of each month. The monthly Dental Administration fee shall be an additional amount equal to one and 00/100 dollars ($1.00) multiplied by the number of Employees enrolled in the Benefit Program on the first (1st) day of each month. ITEM TWO OTHER SERVICES As provided in Paragraph 2.17 of Section Two of the Agreement, the following additional services shall be furnished: A. Inpatient Certification Program will be administered by Blue Cross Blue Shield of Texas, Inc. acting as agent of Contractor. B. Prescription Drug Program by arrangement with Blue Cross Blue Shield of Texas, Inc. acting as agent of Contractor to provide benefits substantially the same as its insured Prescription Drug Program. Your billing will include applicable dispensing fees, discounted pricing and one and 50/100 dollars ($1.50) per prescription filled payable to the drug card company. C. Dental Administration. 1 ITEM THREE SPECIAL CLAIMS PROCESSING As provided in Paragraph 2.14d of Section Two of the Agreement, the following special claims handling procedures shall be followed: None. ITEM FOUR OTHER REPORTS As provided in Paragraph 2.08c of Section Two of the Agreement, the following additional reports shall be furnished: None. ITEM FIVE NOTICE ADDRESS As provided in Paragraph 7.01 of Section Seven of the Agreement, notice to Contractor shall be delivered or mail to: HealthCare Benefits, Inc. 1001 E. Campbell Richardson, TX 75081 HealthCare Benefits, Inc. P. 0. Box 833889 Richardson, TX 75083-3889 Written notice to Purchaser shall be delivered or mailed to: CITY OF ROUND ROCK 221 East Main Street Round Rock, TX 78664 Fax notice to Purchaser shall be made to the following number: (512) 255-6676 FOR C l'Y OF ROUND ROCK, PURCHASER: itle: 5-44-98 (Date) FOR HEALTHCARE BENEFITS, INC., CONTRACTOR: o2.v 7i (Date) 2 CONTACT PERSON Purchaser shall designate in writing a contact person who will be empowered to act on behalf of Purchaser with regard to the terms of the Agreement and with whom Contractor can coordinate and resolve all questions arising in the course of administration. FOR ' TY OF ROUND ROCK, PURCHASER: Title: (Date) DESIGNATED PERSON EMPOWERED TO ACT ON BEHALF OF PURCHASER: ki I K kkk7r (19 A /9 16 mTitle: (Date) io<RT 4- FPr4LC 1 EMPLOYEE BENEFIT PLAN DISCLOSURE FORM For CITY OF ROUND ROCK The agent and/or HealthCare Benefits, Inc. will contract with or represent the insurance carrier in conjunction with the sale of certain group insurance polices. This disclosure does not limit the agent's ability to recommend the products of other insurance companies or other funding organizations, but is intended to disclose the financial interest of the parties as to the Employee Benefit Plan. HealthCare Benefits, Inc. is a wholly-owned subsidiary of Blue Cross Blue Shield of Texas, Inc. As requested by the Purchaser, HealthCare Benefits, Inc. has solicited bids from Stop Loss Carriers, Life Carriers, etc., and the Purchaser, after reviewing the proposals, has selected certain coverage. The relationship and dealings of those companies are on file with the State Board of Insurance. If insurance is purchased through an insurance company, HealthCare Benefits, Inc. may contract to facilitate the payment of insurance premiums, claims and eligibility and may receive compensation for its services, but HealthCare Benefits, Inc. is not an agent of the insurance company and does not receive commissions. The following persons or companies are entitled to commissions as agents on the insurance contract issued to you: Product: Administration Name of Broker: The Romine Group Commission: n/a Product: Stop Loss Name of Broker: The Romine Group Commission: 15% HealthCare Benefits, Inc., in addition to its administrative charge as indicated in the Administrative Services Agreement, is entitled to the following payments and marketing allowances for its services: Product: Stop Loss Administrative Charge: n/a FOR C/'TY OF ROUND ROCK, PURCHASER: Title: qc? (Date) 2 The undersigned acknowledges receipt of the information contained herein prior to any purchase and approves the proposed transaction on behalf of the plan without receiving, either directly or indirectly, any personal compensation in connection with the purchase of policies under this Plan. FOR TY OF ROUND ROCK, PURCHASER: 7// 5-A-/-9g m A yo ��� (Date) Title: FOR HEALTHCARE BENEFITS, INC., CONTRACTOR: (?#kAl #41( 9 (Date) HealthCare Benefits, Inc. 3 DATE: May 8, 1998 SUBJECT: City Council Meeting - May 14, 1998 ITEM: 10.B.1. Consider a resolution authorizing the Mayor to execute an agreement with Health Benefits, Inc. for third party administration of the City's self-funded health plan. This agreement with Health Care Benefits, Inc. provides for independent third -party administration of the City's self-funded health plan which includes the payment of medical and dental claims, monthly and quarterly reports and the coordination of benefits within the plan document. The term of this agreement shall be for the period of one (1) year commencing on the Effective Date of 12/1/97 and with rates guaranteed through November 30, 1998. The City may terminate this agreement upon thirty (30) days prior written notice. Staff Resource Person: Teresa Bledsoe, Human Resources Director.