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HomeMy WebLinkAboutResolution - 2003-R0532 - Administrative Services Agreement - ICON Benefit Administrators II, LP - 11_24_2003Resolution No. 2003-RO532 November 24, 2003 Item No. 1 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, by and between the City of Lubbock and ICON Benefit Administrators II, L.P., an Administrative Services Agreement for ICON Benefit Administrators II, L.P. to provide certain administrative services and all related documents, and take appropriate action. Said Administrative Services Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this ATTEST: o. Rebecca Garza City Secretary APPROVED AS TO CONTENT: illiam De Haas Contract Manager APPROVED AS TO FORM: v L. Wade Resources Attorney as/Cityatt/Matt/ICON Benefit.Res. November 19, 2003 24th day of 10 November ," . 2003. GAL. MAYOR Resolution No. 2003—RO532 November 24, 2003 Item No. 1 ADMINISTRATIVE SERVICES AGREEMENT THIS Service Agreement is made and entered into this 24thDay of Nov. 2003, by and between the City of Lubbock (hereinafter referred to as the "Plan Sponsor") and ICON Benefit Administrators II, L.P., a limited partnership duly organized and existing under the laws of the state of Texas (hereinafter referred to as the "Claims Supervisor"). WITNESSETH WHEREAS, the Plan Sponsor is a corporation that sponsors a self -funded employee welfare benefit plan (the "Plan") within the meaning of the Employee Retirement Income Security Act of 1974 (ERISA), as amended; and WHEREAS, the Plan Sponsor desires to make available a program of health care benefits under the Plan; and WHEREAS, the Plan Sponsor wishes to contract with an independent third party to perform certain services with respect to the Plan as enumerated below; and WHEREAS, the Claims Supervisor desires to contract with the Plan Sponsor to perform certain services with respect to the Plan as enumerated below; and THEREFORE, in consideration of the premises and mutual covenants contained herein, the Plan Sponsor and the Claims Supervisor enter into this Agreement for administrative services for the Plan. ARTICLE I: DEFINITIONS For the purposes of this Agreement, the following words and phrases have the meanings set forth below, unless the context clearly indicates otherwise and wherever appropriate, the singular shall include the plural and the plural shall include the singular. 1.1 Calendar Year means January 1'through December 3 V of the same year. 1.2 Claim means a request by a Claimant for payment or reimbursement for Covered Services from the Plan. 1.3 Claimant means any person or entity submitting expenses for payment or reimbursement from the Plana 1.4 Claims Payment Account means an account established by and owned by the Plan Sponsor for payment or reimbursement for Covered Services, which Account shall be an asset of the Plan Sponsor. 1.5 COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. 1.6 Covered Services means the care, treatments, services, or supplies described in the Plan Document as eligible for payment or reimbursement from the Plan. CONFIDENTIAL City of Lubbock/ICON Administrative Services Agreement — Page 1 of 21 19Q0,3 -20�32 1.7 Employer means the City of Lubbock, and any successor organization or affiliate of such Employer that assumes the obligations of the Plan and this Agreement. 1.8 ERISA means the Employee Retirement Income Security Act of 1974, as amended. 1.9 Fee Schedule means the listing of fees or charges for services provided under this Agreement. This Fee Schedule may be modified from time to time in writing by the mutual agreement of the parties. It is contained in Appendix A and is a part of this Agreement. 1.10 Health Care Providers means physicians, dentists, hospitals, or other medical practitioners or medical care facilities that are duly licensed and authorized to receive payment or reimbursement for Covered Services provided under the terms of the Plan. 1.11 Minimum Funding Balance means the minimum amount required to be maintained by the Plan Sponsor in accordance with the Fee Schedule in the Claims Payment Account at all times during the term of this Agreement. 1.12 Plan means the self -funded employee welfare benefit plan, which is the subject of this Agreement and which the Plan Sponsor has established pursuant to the Plan Document 1.13 Plan Document means the instrument or instruments that set forth and govern the duties of the Plan Sponsor and eligibility and benefit provisions of the Plan that provide for the payment or reimbursement of Covered Services. 1.14 Plan Participant is any person who is properly enrolled and entitled to benefits from the Plan. 1.15 Plan Year means the period of time specified as such in the Plan Document. 1.16 Summary Plan Description means the document required to be provided under Sec. 102 of ERISA that describes the terms and conditions under which the Plan operates. ARTICLE II: RELATIONSHIP OF PARTIES 2.1 The Plan Sponsor delegates to the Claims Supervisor only those powers and responsibilities with respect to development, maintenances, and administration of the Plan that are specifically incorporated into and enumerated in this Agreement. Any function not specifically delegated to and assumed by the Claims Supervisor pursuant to this Agreement shall remain the sole responsibility of the Plan Sponsor. 2.2 The parties enter into this Agreement as independent contractors and not as agents of each other. Neither party shall have any authority to act in any way as the representative of the other, onto bind the other to any third party, except as specifically set forth herein. 2.3 The parties acknowledge that: (a) This is a contract for administrative services only as specifically set forth herein; CONFIDENTIAL City of Lubbock/ICON Administrative Services Agreement — Page 2 of 21 (b) The Claims Supervisor shall not be obligated to disburse more in payment for Claims or other obligations arising under the Plan than the Plan Sponsor shall have made available in the Claims Payment Account; and (c) This Agreement shall not be deemed a contract of insurance under any laws or regulations. The Claims Supervisor does not insure, guarantee, or underwrite the liability of the Plan Sponsor under the Plan. The Plan Sponsor has total responsibility for payment of Claims under the Plan and all expenses incidental to the Plan. (d) The provisions of Exhibit A: Agreement and Designation of Bookkeeper, attached hereto, shall be incorporated as part of this agreement and be binding upon the parties. 2.4 Except as specifically set forth herein; this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives and successors; provided, however, neither party may assign this Agreement or any or all of its rights or obligations hereunder (except by operation of law) without the prior written consent of the other, which consent may not be unreasonably withheld. 2.5 The parties _ agree that in the event of a dispute and prior to initiating arbitration proceedings, the parties will each designate one (1) senior company officer to negotiate a resolution to the dispute. If the designated representatives are unable to agree upon a resolution within thirty (30) days, or any agreed upon extension, then the parties agree to submit the dispute to Arbitration for final and binding resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, interpretation, termination, or validity thereof shall be settled by final and binding arbitration by a single arbitrator in accordance with this agreement and the Texas General Arbitration Act (Texas Civil Practices and Remedies code, Section 171.001 et seq.). The parties shall select one American Arbitration Association approved arbitrator pursuant to the rules and procedures proscribed by the AAA. The place of arbitration shall be Lubbock, Texas, U.S.A. The arbitrator shall apply the laws of Texas to the substance of the dispute. The Parties agree that the award of the arbitrator shall be the sole exclusive remedy between them regarding any claims, counterclaims, issues or accountings presented or pleaded to the arbitrators. Any award issued by the arbitrator shall be promptly paid to the prevailing party by the losing party and such payment shall be payable free of any tax, deduction or offset. If the losing party fails or refuses to promptly pay such award, or inhibits or unduly delays the payment of such award shall pay to the prevailing party any and all costs, fees, taxes or attorneys fees incurred by the prevailing party in enforcing the arbitrator's award. 2.6 The work to he performed by the Claims Supervisor under this Agreement may, at its discretion and with the prior approval of the Plan Sponsor, be performed directly by it or wholly or in part through a subsidiary or affiliate of the Claims Supervisor or under an agreement with an organization, agent, advisor, or other person of its choosing. 2.7 The Claims Supervisor agrees to be duly licensed as a Third Party Administrator to the extent required under applicable law and agrees to maintain such licensure throughout the term of this Agreement. The Claims Supervisor will possess throughout the term of this CONFIDENTIAL City of Lubbock/ICON Administrative services Agreement — Page 3 of 21 a o03 Low 3 � Agreement, an in -force fidelity bond or other insurance as maybe required by state and federal laws for the protection of its clients. Additionally, the Claims Supervisor agrees to comply with any state or federal statutes or regulations regarding its operations and to obtain any additional licenses or registrations that may apply in the future. 2.8 The Claims Supervisor will indemnify, defend, save, and hold the Plan Sponsor, the Plan Sponsor's respective officers, employees, elected officials and/or agents harmless from and against any and all claims, suits, actions, administrative actions, liabilities, losses, fines, penalties, damages, and expenses of any kind including, but not limited to, direct, indirect, consequential, or punitive damages, expenses or fees, including court costs and attorney's fees, with respect to the Plan which result from or arise directly or indirectly, in whole or in part, or are related to, in any way, manner or form, caused, or contributed to, by the negligence or fault of the Claims Supervisor, its officials, employees and/or agents. 2.10 To the extent permitted by law, Plan Sponsor will indemnify, defend, save, and hold the Claim Supervisor harmless from and against any and all claims, suits, actions, administrative actions, liabilities, losses, fines, penalties, damages, and expenses of any kind including, but not limited to, direct, indirect, consequential, or punitive damages, expenses or fees, including court costs and attorney's fees, with respect to the Plan which result from or arise directly or indirectly, in whole or in part, or are related to, in any way, manner or form, caused, or contributed to, by the negligence or fault of the Plan Sponsor, its officials, employees and/or agents. 2.11 Claims Supervisor is responsible for maintaining, during the life of this Agreement, liability insurance sufficient to protect it from claims of personal injury or property damage that may arise from its activities under this Agreement. The City of Lubbock shall be named as a certificate holder under such policies. Claims Supervisor shall provide to the Plan Sponsor prior to the execution of this Agreement copies of such insurance agreements and Claims Supervisor agrees to provide updated copies of the insurance policies to the Plan Sponsor on the reissuance or renewal of such polices. Claims Supervisor is also responsible for maintaining, during the life of this Agreement, an Errors and Omissions insurance policy in the amount of two million dollars ($2,000,000.00).. However, if the Plan Sponsor should require additional coverage, Claims Supervisor shall purchase such coverage at the sole expense of the Client, ARTICLE III: THE CLAIMS SUPERVISOR'S RESPONSIBILITIES The Claims Supervisor , will provide the following Plan administrative services for the Plan Sponsor: 3.1 Maintain Plan records based on eligibility information submitted by the Plan Sponsor as to the dates on which a Plan Participant's coverage commences and terminates. Maintain Plan records of plan coverage applicable to each Plan Participant based on information submitted by the Plan Sponsor. - CONFIDENTIAL City of LubbockaCON Administrative Services Agreement - Page 4 of 21 _�603- (z-C?532 Maintain Plan records regarding payments of Claims, denials of Claims and Claims pended. 3.2 Verify Plan Participant eligibility and coverage upon request by a Plan Participant, an authorized member of a Plan Participant's family unit, or an authorized Health Care Provider treating a Plan Participant. 3.3 Administer initial enrollment of Plan Participants, including but not limited to, assisting in application completion; distributing enrollment forms and answering inquires; creating and maintaining enrollment records for Plan Participants; make identification cards and other Plan materials available to the Plan Sponsor for distribution to new Plan Participants. (Some additional fees may applyy for certain services, please consult Appendix A for details). 3.4 Adjudicate Claims incurred by Plan Participants according to the terms of the Plan Document as construed by the Plan Sponsor. These Claims will be adjudicated in accordance with industry practices and the Claims Supervisor will use an industry - recognized method of determining usual, customary, and reasonable charges. Process with due diligence and according to the terms of the Plan Document as construed by the Plan Sponsor, evidence of good health statements, pre-existing conditions requirements, disability determinations, subrogation, and coordination of benefits situations. Unless otherwise agreed by the parties, the Claims Supervisor's duties with respect to subrogation situations shall be limited to informing the Plan Sponsor that subrogation rights may exist. When all necessary documents and Claim form information have been received and the Claim has been approved, a Claim check or draft will be remitted on the next dispersal date. 3.5 Refer any doubtful or disputed Claims to Plan Sponsor for a final decision in accordance with Section 4.2. 3.6 Process, issue, and distribute Claims checks or drafts as instructed by the Plan Sponsor to Plan Participants, Health Care Providers, or others as may be applicable. Claims paid in good faith but in error by the Claims Supervisor shall be chargeable to the Claims Payment Account as any other Claim, but the Claims Supervisor shall make good faith attempts to recover any overpayments. The Claims Supervisor will notify the Plan Sponsor of the amount required to be prospectively deposited to the Claims Payment Account to pay the Claims liability as these Claims occur. 3.7 Notify Plan Participants in writing,through the U.S. Mail of ineligible Claims received, indicating the specific Plan provisions attributable to the declination of the Claims pursuant to the written Claims review and appeal procedure in the Plan. 3.8 Respond to Claims inquiries by a Plan Participant, the estate of a Plan Participant, an authorized member of a Plan Participant's family unit, or an authorized Health Care Provider. CONFIDENTIAL City of Lubbock/ICON Administrative Services Agreement — Page 5 of 21 E003 - rc-0632 3.9 Maintain information that identifies a Plan Participant in a confidential manner. The Claims Supervisor shall prevent disclosure or the use of Claims information for a purpose unrelated to the administration of the PIan. The Claims Supervisor will only release this information for certificate of need reviews; for medical necessity determinations; to set uniform data standards; to update relative values scales; to use in Claims analysis; to use in the procurement of excess -loss or stop - loss insurance coverage; to further cost containment programs; to verify eligibility; to comply with federal, state or local laws; for coordination of benefits; for subrogation; in response to a civil or criminal action upon issuance of a subpoena; or with the written consent of the Plan Participant or his other legal representative. However, nothing contained herein shall discharge or otherwise relieve the Claims Supervisor from following all applicable federal, state laws, regulations and/or procedures. The Claims Supervisor shall indemnify and hold harmless, without limitation and to the fullest extent permitted by law, the Plan Sponsor, and the Plan Sponsor's respective officers, employees, elected officials and agents, from and against any and all losses, business losses, damages, claims or liabilities, of any kind or nature, which arise directly or indirectly, or are related to, in any way, manner or form, caused, or contributed to, by the negligence or fault of the Claims Supervisor, it's officials, employees and/or agents in the improper. or illegal release of confidential information kept, maintained or possessed by the Claims Supervisor pursuant to this Agreement. This indemnity shall not apply when the Claims Supervisor releases confidential information solely at the direct instruction of the Plan Sponsor. The Claims Supervisor further covenants and agrees to defend any suits or administrative proceedings brought against the Plan Sponsor and/or the Plan Sponsor's respective officers, employees, elected officials and/or agents on account of any such claim brought relating to an improper or illegal release of confidential information kept, maintained or possessed by the Claims Supervisor pursuant to this Agreement, and the Claims Supervisor agrees to pay or discharge the full amount or obligation of any such claim incurred by, accruing to, or imposed on the Plan Sponsor, or the Plan Sponsor's respective officers, employees, elected officials and/or agents, as applicable, resulting from any such suits, claims, and/or administrative proceedings or any matters resulting from the settlement or resolution of said suits, claims, and/or administrative proceedings. In addition, the Claims Supervisor shall pay to the Plan Sponsor, the Plan Sponsor's respective officers, employees, elected officials and/or agents, as applicable, all attorneys' fees incurred by such parties in enforcing the Claims Supervisor' indemnity in this section. 3.10 Prepare a draft Plan Document and Summary Plan Description for review and final approval by Plan Sponsor and the Plan Sponsor's legal counsel. Upon acceptance by the Plan Sponsor, the Claims Supervisor, if requested to do so by the Plan Sponsor, will then furnish copies of the Summary Plan Description sufficient for distribution to all Plan Participants. A separate fee for printing of these documents will be billed. Additional copies and future amendments or modifications may be an additional cost negotiated between the Claims Supervisor and the Plan Sponsor. 3.11 Prepare Plan Document amendments. CONFIDENTIAL City of Lubbock/ICON Administrative Services Agreement — Page 6 of 21 2�U3- e-a53Z 3.12 Maintain a Claim file on every Claim reported to it by the Plan Participants. Such files and all Plan -related information shall be made available to the Plan Sponsor for consultation, review, and audit upon reasonable notice and request, during the business day and at the office of the Claims Supervisor. Any such audit will be at the sole expense of the Plan Sponsor. The Claims Supervisor will charge a separate fee for its time spent in cooperation with such consultation, review, and audit. This audit shall be conducted by an auditor acceptable to the Plan Sponsor and will include, but not necessarily be limited to, a review of procedural controls, a review of system controls, a review of Plan provisions, a review of the sampled Claims, and comparison of results to performance standards and statistical models previously agreed to by the Plan Sponsor and the Claims Supervisor. 3.13 Capture data for IRS form 5500 filings. 3.14 The Claims Supervisor shall administer COBRA continuation coverage to qualified beneficiaries from eligibility information supplied by the Plan Sponsor. This administration will consist of notification to eligible Employees and/or their Dependents following a qualifying event, billing, collection of money, forwarding of premiums to the Plan Sponsor, payment of Claims, ending coverage upon lack of timely payment, or at the end of the COBRA continuation period. A separate fee will be charged for these services. However, the Claims Administrator shall not be held liable in any way or manner for any issue or dispute arising from the servicing of COBRA coverage, all such liability shall be borne by the Plan Sponsor. 3.15 Provide the following reports: (a) Monthly reports 1. Check Reconciliation Report 2. Loss Fund Summary Report 3. Claims Report 4. Large Claims Report (b) Quarterly Reports 1. Lag Report for the current quarter 2. Pended Claim Report 3. Benefit Level Summary Report 4. Benefit Code Summary Report 5. Employer Claim Summary Report 3.16 1 Procure excess -loss or stop -loss (specific and aggregate) insurance proposals and policies for the Plan Sponsor's consideration and selection; which excess loss or stop loss insurance will be an asset of the Plan Sponsor and not of the Plan. 3.17 Notify the excess loss insurance company of any potential large Claims that may become a Claim under the excess loss coverage. On behalf of the Plan, the Claims Supervisor will file in a timely manner and in accordance with all filing and reporting requirements of the excess loss carrier, any Claims for benefits under the excess loss policies. CONFIDENTIAL City of Lubbock(ICON Administrative Services Agreement — Page 7 of 21 261v3 -ec 6--:�- Promptly forward to the Plan Sponsor any premium and other notices received from the excess loss insurance company concerning the policy. 3.18 The Claims Supervisor shall generate and mail certificates of Creditable Coverage to Plan Participants and former Plan Participants from information supplied by the Plan Sponsor. A separate fee will be charged for this service. 3.19 Upon termination of this Agreement, all Claim files, reports, magnetic tapes, filings with governmental entities, and plan documentation will be remitted to the Plan Sponsor. The Plan Sponsor shall be responsible for all shipping costs involved in sending the records to their offices. The Plan Sponsor is obligated to accept delivery of these records. if the Plan Sponsor refuses to accept delivery of the records, they will be destroyed unless the destruction of the records would conflict with any applicable law or regulation. 3.20 Claims Supervisor will issue each month an invoice to the Plan Sponsor for all administrative services provided by the Claims Supervisor, HealthSmart Preferred Care, lI LY (as per the terms and conditions of the Client Service Agreement between the City of Lubbock and HealthSmart), Q-elements, L.P. (as per the terms and conditions of the Service Agreement for Care Management Services between the City of Lubbock and Q- elements), Systemed, L.L.C. (as per the terms and conditions of the Integrated Prescription Drug Program Agreement between the City of Lubbock and Systemed) and Pan American Life Insurance Company (as per the terms and conditions of the Excess Loss Insurance policy agreement between the City of Lubbock and Pan American Life Insurance Company or other agreed upon carrier). The Plan Sponsor shall make payment to the Claims Supervisor pursuant to Section 4.13 of this Agreement. Upon payment, the Claims Supervisor shall make payment to the appropriate parties listed above in the appropriate amounts as required by the respective agreements listed herein. ARTICLE IV. THE PLAN SPONSOW S RESPONSIBILITIES The Plan Sponsor will: 4.1 Maintain current and accurate Plan eligibility and coverage records and submit this information to the Claims Supervisor. This information shall be provided in a format reasonably acceptable to the Claims Supervisor and include the following for each Plan Participant: name and address, Social Security number, date of birth, type of Coverage, sex, relationship to employee, changes in coverage, date coverage begins or ends, and any other information necessary to determine eligibility and coverage levels under this Plan. The Plan Sponsor assumes the responsibility for the erroneous disbursement of benefits by the Claims Supervisor in the event of error or neglect on the Plan Sponsor's part of providing eligibility and coverage information to the Claims Supervisor, including but not limited to: failure to give timely notification of ineligibility of a former Plan Participant, or failing to disclose a condition of medical significance for a current Plan Participant prior to the annual renewal of the Plan's excess or stop loss insurance policy. 4.2 Resolve all Plan ambiguities and disputes relating to the Plan eligibility of a Plan Participant, Plan coverage, denial of Claims or decisions regarding appeal or denial of Claims, or any other Plan interpretation questions. CONFIDENTIAL City of LubbocWICON Administrative Services Agreement— Page 8 off 21 o' W 3--lpo�nE-Z The Claims Supervisor will administer and adjudicate Claims in accordance with Article III of the Plan Document and Summary Plan Description are clear and unambiguous as to the validity of the Claims and the Plan Participants' eligibility for coverage under the Plan, but will have no discretionary authority to interpret the Plan or adjudicate Claims. If adjudication of a Claim requires interpretation of ambiguous Plan language, and the Plan Sponsor has not previously indicated to the Claims Supervisor the proper interpretation of the language, then the Plan Sponsor will be responsible for resolving the ambiguity or any other dispute. In any event, the Plan Sponsor's decision as to any Claim (whether or not it involves a Plan ambiguity or other dispute) shall be final and binding. 4.3 The Plan Sponsor shall provide required COBRA notice to Plan Participants upon initial eligibility to participate in the Plan and maintain COBRA eligibility records. 4.4 Prospectively fund the Claims Payment Account every month, maintain the Minimum Funding Balance stipulated in the Fee Schedule, and grant the Claims Supervisor drafting authority. 4.5 Not require the Claims Supervisor, under any circumstances, to issue payment(s) for Claims, excess loss premiums, or any other costs arising out of the subject matter of this Agreement, unless the Plan Sponsor has so authorized and has previously deposited sufficient funds to cover such payment(s). 4.6 Provide the Claims Supervisor with copies of any and all revisions or changes to the Plan within 30 working days of the effective date of the changes. 4.7 Provide and timely distribute all notices and information required to be given to Plan Participants, maintain and operate the Plan in accordance with applicable law, maintain all record keeping, and file all forms relative thereto pursuant to any federal, state, or local law, unless this Agreement specifically assigns such duties to the Claims Supervisor. 4.8 Acknowledge that it is the Plan Sponsor, Plan Administrator, and Named Fiduciary as these terms are defined in ERISA. As such, Plan Sponsor retains full discretionary control and authority and discretionary responsibility in the operation and administration of the Plana 4.9 Pay any and all taxes, surcharges, licenses, and fees levied, if any, by any local, state, or federal authority in connection with the Plan. 4.10 To the extent permitted by law, hold confidential information obtained that is proprietary to the Claims Supervisor. 4.11 Provide information necessary to submit to the Claims Supervisor for timely generation of Certificates of Creditable Coverage to Plan Participants and form Plan Participants. 4.12 Warrant and represent that the only entities that participate, or will participate, in the Plan are in the Plan Sponsor's "controlled group of corporations" as that term is used in ERISA. CONFIDENTIAL City of LubbocWICON Administrative Services Agreement — Page 9 of 21 ,9-003-"532 4.13 Pay, within fifteen (15) business days the undisputed fees invoiced by the Claims Supervisor pursuant to Section 3.20 of this Agreement. If the Plan Sponsor, in good faith, disputes the amount invoiced or any part thereof, the Plan Sponsor shall notify, in writing, the Claims Supervisor of such dispute and shall pay the Claims Supervisor such undisputed amount pursuant within the time limits stated above. The Claims Supervisor and the Plan Sponsor shall immediately attempt to resolve such disputed amount pursuant to Section 2.5. ARTICLE V. PLAN ACCOUNTS 5.1 Plan Sponsor shall provide, in a timely manner, funds necessary to be used to make payments of benefits to Plan Participants in the Plan as funds are needed to cover such payments. It shall be the sole responsibility of Plan Sponsor to provide funds sufficient to cover drafts issued by Claims Supervisor as payment for the benefits provided in the Plan. Such funds shall deposited by the Plan Sponsor in the Claims Payment Account for the purpose of allowing the Claims Supervisor to process claims. 5.2 The Claims Supervisor shall have authority to process claims and prepare a register of checks, drawn on the Claims Payment Account, that are needed to pay the claims processed. This check register shall be presented to the Plan Sponsor for its approval before the Claims Supervisor shall release the checks to satisfy payment of claims. 5.3 Notice, as contemplated in this section, shall be sufficient if made by telephone, mail, fax, electronic mail, or personal delivery, and such notice shall be effective if made to the employee designated by Plan Sponsor or to the person whose signature appears on behalf of Plan Sponsor on the signature page here. ARTICLE VI. ADVERTISING/MARKETING 6.1 In the conduct of business hereunder, Claims Supervisor may use only such advertising materials as are in compliance with the laws, rules and regulations of the jurisdictions in which used and which have been approved in writing by Employer in advance of their use. No written or oral advertising, or marketing material, or letterhead, business card or other similar matter or material, which includes Employer's name or otherwise refers to Employer may be printed, published, distributed or used in any way without the prior written approval thereof by Employer. 6.2 Claims Supervisor will assist in the marketing of the Plan. Claims Supervisor will assist in developing marketing materials specific to the program and distributing said materials to eligible groups. In addition, it will assist in the oversight of the Plan's web site which has also been developed for marketing and servicing purposes. The Claims Supervisor will visit prospective groups, participate in answering questions concerning the Plan products, and handle enrollment meetings. ARTICLE VIL DURATION OF AGREEMENT 7.1 This Agreements shall commence on January 1, 2004 and end on December 31, 2004. Notwithstanding the termination of this Agreement, Claims Supervisor agrees to continue to render services hereunder and the Plan Sponsor agrees to pay for services of the Claims Supervisor in accordance with Section 11 of Appendix A attached hereto. CONFIDENTIAL City of Lubbock/ICON Administrative Services Agreement —Page 10 of 2! 7.2 This Agreement may be terminated by either the Plan Sponsor or the Claims Supervisor, with or without default, at any time, upon giving 60 days advance written notice to the other parry unless or as provided in Section 7.4 and Section 7.5 below. Upon breach of any term or condition contained in this Agreement, at the option of the party initiating the termination, the other party may be permitted a cure period (of a length determined by the party initiating the termination) to cure any default. 7.3 The Claims Supervisor may, at its option, terminate this Agreement effective immediately upon the occurrence of any one or more of the following events on written notice to the Plan Sponsor: (a) The Plan Sponsor fails to maintain the Minimum Funding Balance or to prospectively fund the Claims Payment Account: (b) The Plan Sponsor is adjudicated as bankrupt, becomes insolvent, a temporary or permanent receiver is appointed by any court for all or substantially all of the Plan Sponsor's assets, the Plan Sponsor makes a general assignment for the benefit of its creditors, a voluntary petition under any bankruptcy law, or an involuntary petition under any bankruptcy law is filed with respect to the Plan Sponsor and such involuntary petition is not dismissed within forty-five (45) days of such filing; (c) The Plan Sponsor fails to pay administration fees or other fees for the Claims Supervisor's services upon presentation for payment and in accordance with theterms and conditions of Section 4.13; (d) The Plan Sponsor violates any federal, state, or other government statute, rule or regulation relating directly to the Plan;(e) IThe Plan Sponsor permits its excess loss insurance to lapse, whether by failure to pay premiums or otherwise. 7.4 The Plan Sponsor may, at its option, terminate this Agreement effective immediately upon the occurrence of anyone or more of the following events on written notice to the Claims Supervisor: (a) The Claims Supervisor is adjudicated as bankrupt, becomes insolvent, a temporary or permanent receiver's appointed by any court for all or substantially all of the Claims Supervisor's assets, the Claims Supervisor makes a general assignment for the benefit of its creditors, a voluntary petition is filed under any bankruptcy law, or an involuntary petition under any bankruptcy law is filed with respect to the Claims Supervisor and such involuntary petition is not dismissed within forty-five (45) days of such filing; (b) The Claims Supervisor engages in any business practice which is in violation of any federal, state, or other government statute, rule, or regulation; or (c) The Claims Supervisor, through its acts, practices or operations, exposes the Plan Sponsor to any existing or potential investigation or litigation. 7.5 At the written request of the Plan Sponsor and subject to the Plan Sponsor's continuing obligation to maintain the Minimum Funding Balance and to prospectively fund the Claims Payment Account, the Claims Supervisor agrees to process incurred but not CONFIDENTUL City of Lubbock/ICON Administrative Services Agreement — Page 11 of 21 A003 -f-0 �ZZ reported Claims after the termination of this agreement. A separate fee will be charged for this service. ARTICLE VIII: CONTRIBUTIONS 8.1 Claims Supervisor shall, while this Agreement is in effect, receive for and on behalf of Plan Sponsor, and as Plan Sponsor's fiduciary, all payments made by Plan Participants in connection with their coverage under the Plan and in connection with the administration thereof, Such payments shall include, but are not limited to, contributions for such Plan coverage and such other fees as may be directed in writing from time to time by Plan Sponsor to Claims Supervisor. 8.2 Claims Supervisor warrants that all payments made by Plan Participants to Claims Supervisor shall, upon receipt by Claims Supervisor, be deposited within two business days in one or more segregated, non -commingled accounts, as directed by Plan Sponsor, maintained with a Federal or State banking institution authorized to do business in Texas and acceptable to Plan Sponsor. All such accounts shall be established by Plan Sponsor and such accounts and the balances thereof, including any and all interest which may accrue thereunder from time to time, shall be the property of the Plan Sponsor. Plan Sponsor may from time to time, at it sole discretion, name one or more employees of Claims Supervisor or other duly appointed representative of Plan Sponsor as signatories on one or more of such accounts and may, at its sole discretion, terminate at any time and without prior notice the signature of anyone so named. Claims Supervisor further warrants that withdrawals from each such account made or authorized by an employee of Claims Supervisor who is an authorized signatory on such account shall be made and used for only the purposes of properly paying a Claim as authorized under this Agreement or as otherwise authorized, in writing, by the Plan Sponsor. 8.3 Payment of any Contributions or required fees to Claim Supervisor by or on behalf of a Plan Participant shall be deemed payment to Plan Sponsor. The payment of any return contributions, fees or claims to Claims Supervisor shall not be deemed payment to a Plan Participant until the Plan Participant receives such payment. ARTICLE IX. MISCELLANEOUS 9.1 This Agreement, together with all addenda, exhibits, and appendices supersedes any and all prior representations, conditions, warranties, understandings, proposals, or other agreements between the Plan Sponsor and the Claims Supervisor hereto, oral or written, in relation to the services and systems of the Claims Supervisor, which are rendered or are to be rendered in connection with its assistance to the Plan Sponsor in the administration of the Plan. 9.2 This Agreement, together with the aforesaid addenda, exhibits, and appendices constitutes the entire Administrative Services Agreement of whatsoever kind or nature existing between or among the parties. 9.3 The parties hereto, having read and understood this entire Agreement, acknowledge and agree that there are no other representations, conditions, promises, .agreements, understandings, or warranties that exist outside this Agreement which have been made by either of the parties hereto, which have induced either party or has led to the execution of CONFIDENTIAL City of Lubbock/ICON Administrative Services Agreement - Page 12 of 21 -'-'C"3-r2-G632- thus Agreement by either parry. Any statements, proposals, representations, conditions, warranties, understandings, or agreements which may have been heretofore made by either of the parties hereto, and which are not expressly contained or incorporated by reference herein, are void and of no effect. 9.4 This Agreement maybe executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute but one and the same instrument. 9.5 No changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by all parties hereto. 9.6 In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms. 9.7 In the event that either party is unable to perform any of its obligations under this Agreement because of natural disaster, labor unrest, civil disobedience, acts of war (declared or undeclared), or actions or decrees of governmental bodies (any one of these events which is referred to as a "Force Majeure Event"), the party who has been so affected shall immediately notify the other party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations tinder this Agreement shall be immediately suspended. If the period of non-performance exceeds ten (10) working days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may, be giving written notice, terminate this Agreement. 9.8 All notices required to be given to either party by this Agreement shall, unless otherwise specified in writing, be deemed to have been given three (3) days after deposit in the U.S. Mail, first class postage prepaid, certified mail, return receipt requested. 9.9 This Agreement shall be interpreted and construed in accordance with the laws of the state of Texas except to the extent superseded by federal law. 9.10 No forbearance or neglect on the part of either party to enforce or insist upon any of the provisions of this Agreement shall be construed as a waiver, alteration, or modification of the Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf �b/yy� �their duly authorized representatives' signatures, effective this a4� day of `Ailv`v� 1 �, __"" o--:? CLAIM S E�RV�ISOR-. PRINTED NAME:VP �� TITLE: CONFIDENTIAL City of LnbbocMCON Administrative Services Agreement — Page 13 of 21 ZaCi3- Po�aZ CITY OF LUBBOCK, ATTEST: w Reb ca Garza, City Secretary APPROVED AS TO CONTENT: k�— William de Haas, Contract Manager APPROVED AS TO FORM: Matthew L. Wade, Natural Resources Attorney CONFIDENTIAL City of LubbockgCON Administrative Services Agreement — Page 14 of 21 Resolution No 2003—RO532 APPENDIX A FEE SCHEDULE AND FINANCIAL ARRANGEMENT I. Fee Schedule The Plan Sponsor and the Claims Supervisor hereby agree to the compensation schedules set forth below as being the sole compensation to the Claims Supervisor for any of its services which relate to the Plan. Fees shall be invoiced monthly and shall be payable upon receipt. Initial set-up charge of $5,000.00 Plus a monthly Medical Administration fee of $13.95 per employee per month. Rx Administration — fee is included in the above stated Medical monthly administration amount. PPO Administration — fee is included in the above stated Medical monthly administration amount. COBRA Administration — fee is included in the above stated Medical monthly administration amount. Certificates of Creditable Coverage (HIPAA Administration) — fee is included in the above stated Medical monthly administration amount. Plus a monthly Dental Administration fee of $2.95 per employee per month. ID Cards — initial supply included; replacement cards $0.50/ea. $2.50 for each Booklet Summary of Plan Document or Plan Document booklet printed. New York Surcharge - $500 if elected ■ ELECT ❑ DO NOT ELECT All fees outlined under Article 6 of Exhibit A, attached hereto Check customization, special statistical reports other than those enumerated in this contract, medical underwriting, new taxes assessed against the Plan, or other services mutually agreed upon, will be billed separately at the actual costs of such services. I£ Plan Sponsor elects to have I.D. cards distributed to each participant by mail, additional postage will be charged. II: Termination Provision: Fee for Claims Processing after Termination: Three (3) months of administrative fees ($11.50) Medical / $1.50 Dental) calculated using the average number of employee for the last three (3) months. A standard report package, including an accumulator report, census report, and claim detail report, is included with this fee. Minimum charge of $1,000.00 applies. Fees for Certificates of Creditable Coverage: Certificates of Creditable Coverage will be generated and sent to the Employees attention. Report fees if run off processing not elected: $250.00 per report. III. Financial Arrangement The Plan Sponsor agrees to do the following: CONFIDENTIAL CRY of LubbockWON Admudstrative Services Agreement — Page 15 of 21 Resolution No. 2003-RO532 Maintain a Minimum Funding Balance in the Claims Payment Account of $10,000. Maintain specific excess loss insurance. EXHIBIT A AGREEMENT AND DESIGNATION OF BOOKKEEPER This AGREEMENT AND DESIGNATION OF BOOKKEEPER made this S4 -1 day of 003, to be effective as of January 1, 200 y and between the City of Lubbock (hereinafter referred to a the "Employer") and ICON B efit Administrators Il, L.P., a corporation (the Adyninistrator/Recordkeeper"). WITNESSETH: WHEREAS, the Employer has, effective / 200 adopted the Section 125 Flexible Benefit Plan (hereinafter ferred to 's the "Pl ' for the benefit of employees (and their Beneficiaries) of such Employer; and WHEREAS, the Employer desires to engage the recordkeeping services of the Administrator/Recordkeeper (hereinafter referred to as the "Administrator"); NOW, THEREFORE, the Employer and the Administrator mutually agree as follows: Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Plan. The masculine gender shall include both sexes; the singular shall include plural and the plural the singular, unless the context otherwise requires: 1.01 Account The account established by the Administrator on behalf of the Employer from which benefits are to be paid in accordance with the terms of the Plan and this Agreement. 1.02 Administrator Of the Plan under the terms of this Agreement shall be ICON Benefit Administrators 11, L.P. 1.03 Agreement Shall mean this Agreement and Designation of Recordkeeper, as set forth herein, with any and all further supplements and amendments thereto. 1.04 Code The Internal Revenue Code of 1986, as amended from time to time, and successor tax laws. 1.05 Employer As shown in the Preamble of the Agreement and Designation of Recordkeeper and it successors. CONI<IDENT AL City of Lubbock/ICON Administrative Services Agreement — Page 16 of 21 2603- V65�Sz 1.06 Participant An Employee of an Employer who participates in the Plan under the participation provisions thereof. 1.07 Plan The Plan as referred to in the Preamble of the Administration/Recordkeeping Agreement as hereafter amended from time to time. 1.08 Recordkeeper ICON Benefit Administrators II, L.P. as duly appointed by the Employer pursuant to the terms of the Plan to provide recordkeeping services for the Plan. ARTICLE II POWERS AND DUTIES OF THE ADMINISRATOR 2.01 ADMINISTRATOR: The Administrator shall provide guidance to the Employer as to the operation of the Plan and to maintaining the tax qualification of the Plan. The duties of the Administrator shall be only as provided under this Agreement or as otherwise agreed to, in writing, by the Achninistrator. 2.02 RESPONSIBILITIES AND DUTEI5 OF THE ADMINISTRATOR: The Administrator shall provide the following services to the Employer: a. Assist the Employer with establishing the Plan. Part of this service will include providing a Sample Plan Document. b. Assist the Employer in keeping the Plan in compliance with Section 125 of the Internal Revenue Code and the current and future rules and regulations thereunder. c. Assist in the enrollment of the Plan Participants d. Provide correct enrollment data to the Employer. e. Provide such assistance as may be requested by the Employer to maintain the Plan, including assisting the Employer in interpreting the provisions of the Plan for all purposes in connection with the operation and administration of the Plan. ARTICLE III POWERS AND DUTIES OF THE ADMINISTRATOR AND RECORDKEEPER 3.01 RECORDKEEPER: The Administrator shall provide the recordkeeping and other ministerial services as the Recordkeeper appointed by the Employer as such under the terms of the Plan. The duties of the Recordkeeper shall be only as provided under this Agreement, the Policy or as otherwise agreed to, in writing, by the Recordkeeper. 3.02 POWERS OF TIC RECORDKEEPER: The Recordkeeper shall have such powers as are necessary for the proper payment of claims for medical expense reimbursement and CONFIOMMUL City of Lubbock/ICON Administrative Services Agreement — Page 17 of 21 20U3 �{20532 dependent care expense reimbursement benefits under the Plan, including, but not limited to, the following: a. To prescribe procedures to be followed by Participants in filing applications for benefits under the Plan and for furnishing evidence necessary to establish their rights to benefits under the Plan; b. To apply the provisions of the Plan as interpreted by the Administrator and the Employer in determining the rights of any Participant who applies for benefits under the Plan and to notify any such Participant of any such determination; and c. To obtain from the Employer, Participants and others, information as shall be necessary for proper accounting of expense reimbursement benefit payments made pursuant to the ' terms of the Plan and the directions of the Administrator and Employer. Provided, the foregoing notwithstanding, the Recordkeeper shall have no power to add to or subtract from or to modify any of the provisions of the Plan, or to change or add to any benefit provided in the Plan. 3.03 CLAIMS PROCEDURE: The Recordkeeper shall pay or deny claims for reimbursement of medical expenses and dependent care expenses in accordance with the terms of the Plan, where applicable. The Recordkeeper shall refer to the Employer any request for review of a denial of benefits pursuant to the provisions of the claim procedures set forth in the Plan. In accordance with the terms of the Plan, the Employer (and not the Recordkeeper) shall have the final and absolute authority to determine the validity of claims and whether claims should be paid or denied. 3.04 DUTIES AS THE RECORDKEEPER: The Recordkeeper shall provide the following . recordkeeping services to the Employer: a. At the direction of the Employer, make expense reimbursement benefit payments from the Account to or for the benefit of Participants entitled to such benefits under the Plan, b. Compile, and analyze Plan contribution information, including enrollment and enrollment change information, for purpose of determining whether the "25% key employee" nondiscrimination test of Code Section 125 is satisfied, if and only if all required information is provided by the Employer; provided. however. that the Recordkeeper shall not have the duty to determine. whether any other nondiscrimination provision applicable under Code Section 125 or any other provision of the Code applicable to any plan or benefit offered or provided under the Plan is satisfied. c. Provide to the Employer annual statements of benefits paid to Participants who participated in the Dependent Care and Medical Reimbursement Expense Plan as set forth in the Plan during the preceding calendar year. d. Prepare a monthly reconciliation of allocations and expense reimbursement benefit payments made from the Account. e. Provide the Employer with assistance, if needed, in preparing any required reports to the Federal government. COIN IDENTiAL City of Lubbock/ICON Administrative Services Agreement — Page 18 of21 N003 - ZOO 3 2 f Maintain necessary personnel to receive, process, adjust and pay reimbursement claim. g. Assist claimants in filing their reimbursement claims. h. Provide information and answer questions of the Employer and Participants with respect to the benefits paid and reimbursement claims paid both in writing and orally as requested. i. Fully and faithfully perform duties under this Agreement. ARTICLE IV RESPONSIBILITIES OF EMPLOYE 4.01 RESPONSIBILITIES CONCERNING ADMINISTRATOR: The Employer shall take the following actions in connection with its delegation of reeordkeeping duties to the Administrator: a. Provide any and all cost, claims, contribution and participation information in the format and frequency that the Administrator determines is necessary to perform its recordkeeping duties. b. Provide an account allocated to disburse claim monies to Participants funded by Participants payroll deductions. c. Interpret the Plan and provide written directions to the Administrator concerning: (i) the interpretation of the terms of the Plan or any expense reimbursement provision thereunder, and (h) payment of benefits. The Employer does not wish for the Recordkeeper to prepare the required annual report for the Internal Revenue Service. AR77CLE Y ESTABLISHMENT OF ACCOUNT 5.01 ACCOUNT TO HOLD CONTRIBUTIONS: Pursuant to the Plan, the Employer is required to collect contributions. The Employer will set up an Account to retain physical custody of such contributions and has requested that the Administrator as Recordkeeper administer such contributions as agent of the Employer, for the benefit of the Participants in the Plan. In accordance with the terms and provisions of the Plan, the Employer shall collect and remit to the Account all amounts collected under the Plan in order that such amounts may be available to pay benefits. 5.02 ACCOUNT TO REMAIN PROPRETY OF THE EMPLOYER: All contributions to the Account (and the Account itself) shall be deemed to be and remain in the exclusive property of the Employer until payment of benefits has occurred. The Administrator shall have no proprietary interest in or title to any amounts held in the Account, its duties hereunder being solely to :administer the Account for and on behalf of the Employer and the Participants in accordance with the terms and provisions of the Plan and this Agreement. Further, the Account shall in no manner whatsoever be considered as a trust or other similar entity. CONMMTUL City of LubbocWICON Administrative Services Agreement — Page 19 of 21 5.03 STATUS OF ADMINISTRATOR: The duties of the Administrator hereunder shall be performed in its capacity as the agent of the Employer for the purposes of administering the Account. Due solely to the fact that the Administrator is administering the Account for an on behalf of the Employer, this fact in no manner whatsoever should be considered as a guarantee to either the Employer or the Participants that all funds which need to be made available for the payment of benefits under the Plan are in the Account. The Administrator does not warrant payment of any amounts otherwise due to be paid under the Plan except with respect to those amounts which the Employer has deposited into the Account for payment of benefits as provided under the Plan. ARTICLE W FEES FOR SERVICES 6.01 FEES: In consideration of the Recordkeeper performing the services described herein for the Employer, the fee structure is as follows: Medical Reimbursement Administration $3.50 (per month)* Dependent Care Administration $3.50 (per month)* *Monthly_ fees are per enrolled member *Minimum Monthly Fee of $250.00 Month *One -Time Set -Up Fee $1,000.00 An annual $100.00 Renewal Fee will be charged for Plan Document update & form preparation *Booklet fee ('Total estimated at $568) $2.50 (per booklet)* Payment of all required fees will be made each month during the term of this Agreement following the month in which such services are performed. ARTICLE YII TERM OF AGREEMENT. 7.01 TERM: This Agreements shall commence on January 1, 2004 and end on December 31, 2004. Further, this Agreement will automatically terminate upon termination of the Plan if the Employer certifies to the Administrator that no further benefits are to be paid to Participants. In the event of termination of this Agreement, the Employer will be solely responsible for the performance of the duties otherwise required to be performed by the Recordkeeper hereunder or under the Plan. ARTICLE YIII MISCELLANEOUS 8.01 ACTION BY THE PARTIES: Whenever under the terms of this Agreement either party is permitted or required to do or perform any act or thing it shall be done and performed by an officer or a proper authority of the Employer. 8.02 NOTICES: Any notice, advice, direction or report required or given by the Employer to the Administrator pursuant to this Agreement shall be effective only if in written form and delivered to the party to whom addressed. CONFIDENTIAL City of LubboekaCON Administrative Services Agreement — Page 20 of 21 x 8.03 APPLICABLE LAW: The provisions of this Agreement shall be construed, administered and enforced according to the laws of the State of Texas: 8.04 AMENDMENT: This Agreement may be amended or modified only with the written consent of both parties. 8.05 SEVERABILITY: If any provision or provisions of this Agreement shall be held illegal or invalid for any reason, said illegality Or invalidity shall not affect the remaining provisions of this Agreement, but shall be fully severable and the Agreement shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein. 8.06 CONFIDENTIALITY: To the extent permitted by law, any information obtained in the Administrator is confidential, and shall be used solely for purposes of administration of the Plan unless otherwise authorized by the Employer. IN WITNESS WHEREOF, the parties heret ave caused this Agreement o be executed on the date first above written, effective as o _ Name of Em 1wer: City of L Marc McDougal, ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: h4�=' _�j , t7, illiam de Haas, Contract Manager APPROVED AS TO FORM: Matthew L. Wade,'Natural Resources Attorney ICON Benefit Administrators II, L.P. By: Title: CONFIDENTIAL City of LubbmkdCON Administrative Services Aumnent — Page 21 of 21 -, G,,; ,».... .>.. �...,. rarv^raw, a... ,, t .,,..a a.,...yygay •e ;.5x....