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HomeMy WebLinkAboutResolution - 2006-R0604 - Contract - Concentra Network Services Inc & BCBS Texas - Auditing Services - 12_19_2006Resolution No. 2006—RO604 December 19, 2006 Item No. 5.15 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, a Contract with Concentra Network Services, Inc. and Blue Cross and Blue Shield of Texas, a division of Health Care Services Corporation, a Mutual Legal Reserve Company for auditing services, which Contract is attached hereto and incorporated herein as part of this Resolution. Passed by the City Council this 19th day of December , 2006. DAVID A. MILLER, MAYOR ATTEST: Reblecca Garza, City Secretary APPROVED AS TO CONTENT: Leisa Hutcheson, Risk Manager APPROVED AS TO F sistant gs/ccdocs/Cont—Concentra Network Srvs_res Dec 18, 2006 Resolution No. 2006—RO604 December 19, 2006 Item No. 5.15 TRI-PARTY AUDITING SERVICES AGREEMENT AMONG CITY OF L UBBOCK CONCENTRA NETWORK SERVICES, INC. BLUE CROSS AND BLUE SHIELD OF TEXAS, a division of HEALTH CARE SERVICE CORPORATION, a Mutual Legal Reserve Company Texas Version 6/01 TRI-PARTY AUDITING SERVICES AGREEMENT This Tri-Party Auditing Services Agreement ("Agreement") is entered into effective as of January 1, 2007 (the "Effective Date") by and among Concentra Network Services, Inc„ a Delaware corporation ("CNS") and Blue Cross and Blue Shield of Texas, a division of Health Care Service Corporation, a Mutual Legal Reserve Company ("BCBSTX"), and City of Lubbock ("Client"), CNS, BCBSTX and/or Client shall be individually referred to as a "Party", and collectively as "Parties." RECITALS WHEREAS, Client is a governmental entity which offers various health benefits to its employees and their dependents; and WHEREAS, BCBSTX and Client have previously entered into a contractual arrangement whereby BCBSTX provides administrative services to support the payment of health benefits claims for the Client's qualified employees and their dependents ("Members"); and WHEREAS, CNS offers its clients a comprehensive panel of health care cost management services; WHEREAS, Client desires to engage CNS to perform certain health care cost management services upon its request, and CNS desires to provide such services, pursuant to and in accordance with the temps of this Agreement; and WHEREAS, Client acknowledges that in order to facilitate CNS' performance of the cost management services, BCBSTX must release personal and confidential medical information relating to the Members and the Client approves of such release of information to the extent permitted by law. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants and conditions contained herein, Client, BCBSTX and CNS agree as follows: ENGAGEMENT. 1.1 Client hereby appoints and engages CNS to provide certain health care cost management services through HBMS, and CNS hereby accepts such appointment and engagement, all subject to the terms and conditions of this Agreement. Client further directs, authorizes and consents to BCBSTX assisting CNS in the performance of the HEMS Services as defined in Section 2.3. 2. DEFINITIONS. 2.1 "DRG Services" means the services offered by CNS to Client for identifying upcoding or miscoding of diagnostic related group -based claims for inpatient hospital services. 2.2 "Hospital Bill AWit Services" or "HBA Services" means the services offered by CNS to Client for the performance of an on -site audit of a medical provider to assess the accuracy of the charges by such provider for inpatient services. 2.3 "Healthcare Bill Managernent Systern" or "HBMS" means the proprietary health care cost management system developed and utilized by CNS. 2.4 "HBMS Services" or "Services" is an inclusive term which means either DRG Services or HBA Services or both. 3. SERVICES. 3.1 HBMS Services. CNS shall perform the HBMS Services specifically requested by Client in accordance with the protocols set forth on Exhibit A. CNS shall be responsible for performing services for Client only on those claims that meet the following financial thresholds and which —in the sole discretion of CNS—have the potential for material savings: i) all claim payments in connection with HBA Services in excess of S10,000.00; ii) all claims in connection with DRG Services in excess of $2,000.00 and iii) all DME, Home Infusion or other ancillary claims which CNS in its sole discretion deem appropriate for review. -1- 3.2 Compliance with Law. In the performance of their respective duties and obligations pursuant to this Agreement, CNS and BCBSTX shall comply with all applicable laws, rules, and regulations applicable to CNS and/or BCBSTX, as applicable, in connection therewith, and specifically including without limitation, the Health Insurance Portability and Accountability Act (HIPAA) and other laws pertaining to confidentiality of Member -specific information. 3.3 BCBSTX Services. BCBSTX Services includes the following: i) Provide CNS with claims extract data, provider reimbursement information and access to BCBSTX's automated claim system and other records as necessary for CNS to perform the HBMS Services for Client; ii) Respond to Client / Member inquiries; iii) Coordinate with local Blue Cross and Blue Shield Plans on the re -pricing of claims paid as the result of the HBMS Services; and iv) Provide detailed supporting documentation for the benefit of Client to support the recovery payment. 4. COMPENSATION 4.1 Base Fee. Client shall reimburse CNS and BCBSTX at the following rates: (a) HBA. For HBA Services in which CNS performs the collection of provider reimbursement pursuant to Section 4.2, Client shall pay CNS twenty-eight percent (28%), and BCBSTX five percent (5%) of the difference between the total amounts paid by the Client on the original claim and the repriced claim amount of the same claim after CNS provides HBA services, but only to the extent that said difference is actually collected from the provider by or on behalf of Client. (b) DRG. For DRG Services where CNS performs the collection of reimbursement pursuant to Section 4.2, Client shall pay CNS twenty-eight percent (28%), and BCBSTX five percent (5%), of the difference between the total amounts paid by the Client on the original claim and the repriced claim amount of the same claim after CNS provides DRG services, but only to the extent that said difference is actually collected from the provider by or on behalf of Client. 4.2 Method of Payment. CNS shall: (a) obtain refund from the provider in the form of a check or draft made payable to CNS, (b) deposit said refund in its bank, (c) Provide Client with a photocopy of the provider's refund check and issue a check payable to Client representing the refund amount net of the applicable CNS fees and BCBSTX fees, as described in Section 4.1, and (d) issue a check payable to BCBSTX in payment of BCBSTX's fees. 4.3 Costs to Perform Services. CNS will be responsible for all of its costs related to the performance of the HEMS Services, including, for example, medical record fees charged by providers, travel costs, administration costs and other fees. BCBSTX will be responsible for its own costs in the support of the CNS services. 4.4 Responsibility for Bill Paptnent. All Parties acknowledge and agree that the BCBSTX administrative services for the adjudication and payment of eligible health benefits claims of Client's Members is solely the right and responsibility of BCBSTX under separate agreement between Client and BCBSTX. CNS has no authority or responsibility for services rendered by BCBSTX under such agreement. All Parties agree not to make any representation to the contrary to any person. 5. TERM AND TERMINATION. 5.1 Initial Term. The initial term of this Agreement shall be for three (3) years from the Effective Date unless earlier terminated as provided in this Agreement. Any Party may terminate this Agreement at any time during the term of this Agreement upon one hundred twenty (120) days' prior written notice to the other Party. 5.2 For Material Breach. Any Party may terminate this Agreement in the event of a material breach of this Agreement by providing notice to the breaching Party and the other Party setting forth the nature of the breach and a description of the facts underlying the breach sufficient to identify the breach. This Agreement shall terminate thirty (30) days from the date of receipt of such notice, unless the breach is cured to the reasonable satisfaction of the nonbreaching Parties. 5.3 Other Causes for Termination. This Agreement shall terminate without notice upon the occurrence of any one of the following events: i) Temmination of the agreement for administrative health benefits services between Client and BCBSTX -2- ti) Upon any Party's attempt, which attempt shall be null and void, to assign this Agreement or the right to receive the Information (as defined herein); or iii) Upon the enactment or the effective date, whichever occurs first, of any federal or state law, rule or regulation of an agency having jurisdiction, which shall prohibit, in part or in full, any Party from fulfilling its obligations thereunder. In such event, no penalty, liability or damage shall be applicable or claimed by any Party against the other Parties. 5.4 Effect of Termination, Upon termination of this Agreement for any reason, the following shall apply: (a) CNS shall cease to provide any HBMS Services requested by Client BCBSTX hereunder except for those services that it believes can be completed prior to the effective date of termination; and (b) CNS and Client shall cooperate with one another as to the appropriate method of collection of reimbursement for HBMS Services that are pending for Client. The provisions of Sections 6, 7, 8.2, 8.4, 8.7, 8.9, 8.11, 8.14 and 8,15 shall survive the termination of this Agreement. All parties agree to cooperate in good faith in the resolution of any outstanding issues with respect to the termination of this Agreement and the transition of any of the matters hereunder. 6 CONFIDENTIALITY. 6.1 Client, CNS and BCBSTX all acknowledge the personal and confidential nature of the requested documents, records and other information which will be exchanged by and between the Parties in the performance of their respective obligations under this Agreement (hereinafter referred to as "Confidential Information"). Such Confidential Information includes, but is not limited to, names, addresses, other identifying information and medical diagnostic and treatment information in any form or media regarding Client's individual Members. 6.2 Client, CNS and BCBSTX further acknowledge that release of the Confidential Information may also reveal another Party's confidential business proprietary, and trade secret information in any form or media (hereinafter referred to as "Proprietary Information"). Such Proprietary Information includes, but is not limited to, the disclosing Party's policies, contracts, programs, practices, data and information not generally known to the public; databases, software, designs and related technology developed by the disclosing Party, inventions, product or service pricing information, automated systems for claims, providers, financial information, pricing information, membership information relating in any way to existing, prior or potential customers or providers of the disclosing Party; or any Confidential Information or Proprietary Information in any form or media provided to CNS by other Blue Cross Plans within the National Blue Cross and Blue Shield system. 6.3 Client, CNS and BCBSTX agree to maintain the confidentiality of the Confidential Information and any Proprietary Information disclosed during the term of this Agreement by or between any Parry to the extent permitted by law (both types of which are collectively referred to herein as `Information"). 6.4 BCBSTX agrees to release the requested Confidential Information directly to CNS in a format as mutually agreed upon by the parties. 6.5 Client and BCBSTX expressly acknowledge that any Confidential Information exchanged by and between CNS and BCBSTX is also governed by the terms and conditions of the separate administrative services agreement between Client and BCBSTX. To the extent penmitted by law, Client consents to the release of its Member Information by BCBSTX to CNS as necessary to support CNS in providing the HBMS Services to Client. 6.6 Client, CNS and BCBSTX shall: a. Use the Information only for the purpose of complying with the terms and conditions of this Agreement and any separate agreement between Client, CNS and/or BCBSTX respectively; b. Maintain the Information at specific locations under the control of CNS and/or BCBSTX and take reasonable steps to safeguard the Information and to prevent unauthorized disclosure of it to third parties, including those of any Party's employees not directly involved in the performance of duties under this Agreement; C. Advise their respective employees who receive the Information of the existence and terms of this Agreement and of the obligations of confidentiality herein; and, -3- d. Use, and require their respective employees to use, at least the same degree of care to protect Information as is used to protect its own proprietary and confidential information. 6.7 All obligations undertaken herein to safeguard the confidentiality of the Information shall survive the expiration or termination of this Agreement. LIABILITY; INDEMNIFICATION; REMEDIES. 7.1 Disclaimer of 111'arran es. EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS OR ANY OTHER WRITTEN AGREEMENT. SPECIFICALLY, CNS DOES NOT WARRANT THAT ITS SERVICES WILL SATISFY CLIENT'S REQUIREMENTS OR THAT THE DATABASES IT USES IN THE PERFORMANCE OF THE SERVICES ARE WITHOUT DEFECT OR ERROR. BCBSTX, FOR ITS PART, DOES NOT WARRANT THE COMPLETENESS OR ACCURACY OF THE CONFIDENTIAL INFORMATION PROVIDED TO CNS. 7.2 Indemnification. CNS hereby covenants and agrees to indemnify, defend, and hold harmless Client and BCBSTX, and their respective officers, directors, employees, elected officials, and affiliates, from and against any and all liability, loss, cost, or expense (including, without limitation, reasonable attorney's fees), arising out of i) its breach of this Agreement; ii) its violation of applicable law; or iii) its negligence or misconduct or the negligence or misconduct of its contractors in the performance of its duties and obligations pursuant to this Agreement. Client hereby covenants and agrees to indemnify, defend, and hold harmless BCBSTX and CNS, and their respective officers, directors, employees, and affiliates, to the extent permitted by law, from and against any and all liability, loss, cost, or expense (including, without limitation, reasonable attorneys' fees), arising out of its breach of this Agreement, its violation of applicable law or the negligence or misconduct of Client or its contractors in the performance of its duties and obligations pursuant to this Agreement or specifically arising from BCBSTX's release of Confidential Information to CNS for the purpose of supporting CNS' performance of the services. Furthermore, Client specifically acknowledges and agrees that BCBSTX in its role as health benefits administrator for Client will not: i) make any adjustments to its claims systems or records with respect to the Client's individual Members, ii) provide any separate written notice to individual Members or iii) refund any monies directly or indirectly to any individual Members, as the result of the performance of the HBMS Services and the dollar recoveries arising from such Services. Client further agrees to indemnify and hold BCBSTX from any and all liability which may result from BCBSTX's failure to make such adjustments or provide such notices or refunds. BCBSTX hereby covenants and agrees to indemnify, defend, and hold harmless CNS and Client, and their respective officers, directors, employees, elected officials, and affiliates, from and against any and all liability, loss, cost, or expense (including, without limitation, reasonable attorney's fees), arising out of its breach of this Agreement, its violation of applicable law or the negligence or misconduct of BCBSTX or its contractors in the performance of its duties and obligations pursuant to this Agreement. The party seeking indemnification shall promptly notify in writing the Party from whom indemnification is sought, of any claim asserted against it for which such indemnification is sought, and shall promptly deliver to the party from whom indemnification is sought a true copy of any such claim including, but not limited to, a true copy of any summons or other process, pleading, or notice issued in any lawsuit or other proceeding to assert or enforce such claim. Where acceptance of its obligation to indemnify is deemed proper by the indemnifying party, said party reserves the right to control the investigation, trial, and defense of such lawsuit or action (including all negotiations to effect settlement) and any appeal arising therefrom and to employ or engage attorneys of its own choice. The Party seeking indemnification may, at its own cost, participate in such investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom. The party seeking indemnification and its employees, agents, servants, and representatives shall provide full cooperation to the indemnifying party at all times during the pendency of the claim or lawsuit, including without limitation, providing them with all available information with respect thereto. -4- 7.3 Remedies. The Parties acknowledge that any breach by any Party of any of the provisions of this Agreement may give rise to irreparable injury to the other Party inadequately compensable in damages alone. Accordingly, the aggrieved Party may seek and obtain preliminary and permanent injunctive or other equitable relief against the breach or threatened breach of this Agreement. Such relief shall be in addition to any other legal or equitable remedies, relief or damages that may be available to the aggrieved Party. 8. GENERAL PROVISIONS 8.1 Entire Agreement. This Agreement (including the recitals and all exhibits attached hereto) (i) represents the entire agreement between the Parties, (ii) supersedes all prior and contemporaneous purchase orders, agreements, understandings, representations and warranties relating to the subject matter of this Agreement, and (iii) may only be amended, canceled or rescinded by a writing signed by both Parties. 8.2 Notices. All notices and consents permitted or required under this Agreement must be in writing and shall be deemed received upon delivery in person, three (3) days after submission by registered or certified mail, upon delivery by commercial courier or upon confir-mation receipt if by facsimile transmission to the other Party at the address set forth below or such substitute address as a Party may specify for itself by written notice: CNS: Concentra Network Services, Inc. 535 East Diehl Road, Suite 300 Naperville, Illinois 60563 Pax: (630) 245-0740 Attn: Office of General Counsel. Client: City of Lubbock 1625 I P Street Lubbock, TX 79401 Attn: Leisa Hutcheson, Risk Manager AND City of Lubbock City Attorney's Office P. O. Box 2000 Lubbock, TX 79457 BCBSTX: Blue Cross and Blue Shield of Texas, a division of Health Care Service Corporation 901 S. Central Expressway Richardson, TX 75080 Attn: Elliott Jones, Divisional Vice President Mid Market Sales and Account Management Ron Taylor, Vice President and General Counsel, Texas Division 8.3 Headings. Section and other headings in this Agreement are for convenience only and shall not be used to affect, broaden or limit this Agreement. 8.4 Governing Law. This Agreement shall be govemed and enforced in accordance with the laws of the State of Texas. 8.5 Severability. If any provision in this Agreement is invalid or unenforceable, such provision shall be construed, limited or, if necessary, severed, but only to the extent necessary to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected. 8.6 Relationship. Neither Party is the partner, joint venturer, or representative of the other Party. CNS is an independent contractor. BCBSTX is an independent contractor. There is no employment relationship between the Parties. Neither Party has the right or authority to make any representation or warranty or incur any -5- obligation or liability on behalf of the other Party. Neither Party shall make any representation to a third party inconsistent with this Paragraph. 8.7 Attorneys' Fees. In the event of any litigation between the Parties relating to this Agreement, the prevailing Parry shall be entitled to recover from the other Party all reasonable attorneys' fees and other reasonable costs incurred in connection therewith and in pursuing and collecting remedies, relief and damages. 8.8 Construction. This Agreement represents the wording selected by the Parties to define their agreement and no rule of strict construction shall apply against any Party. Whenever the context reasonably permits, the singular shall include the plural, the plural shall include the singular, and the whole shall include any part thereof. 8.9 Waiver. Acceptance by any Party of any performance less than required hereby shall not be deemed to be a waiver of such Party's right to enforce all of the terms and conditions hereof. No waiver of any such right hereunder shall be binding unless reduced to writing and signed by the Parry to be charged therewith. 8.10 Assignment. This Agreement or any duty or obligation of perfonmance hereunder may not be assigned, in whole or in part, by either Party without the prior ATitten consent of the other Party. 8.11 Binding Agreement This Agreement shall be binding upon and inure to the benefit of the Parties and their respective representatives, successors and permitted assigns. 8.12 Force Majeure. Except for obligations to make payment, neither Party shall be liable to the other for any failure of (or delay in performance of) its obligations hereunder due to any cause or circumstance which is beyond its reasonable control including, but without limiting the generality of the foregoing, any failure or delay caused by strike, lockout, labor shortage, fire, explosion, shipwreck, act of God or the public enemy, war, riot, interference by the military or govemmental authorities, or compliance with the laws of the United States or with the laws or orders of any other government or regulatory authority. 8.13 Execution. This Agreement may be executed in any number of duplicate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. The individuals signing below represent that they are duly authorized to execute this Agreement for and on behalf of the Parry for which they are signing. 8.14 Representations. Except as provided for herein, neither party may modify, publish, transfer or assign any material in any media provided by the other party, in whole or part, or without the other party's express written permission, nor may either Party use the other Party's name, trademark or other proprietary material without the other Party's written permission. 8.75 Audit Rights. At any time during the term of this Agreement and for a period of two (2) years after its termination for any reason, all Parties expressly reserve the right to request of an individual Party or both other Parties —upon serving the other Party(s) with no less than thirty (30) day's advance notice in writing as provided in Section 8,2—an on -site audit of the books and records of the other Party(s) specifically pertaining to the performance of their obligations under this Agreement. Such audits may be conducted by either employees or outside auditors of the requesting Party(s), provided that any outside auditors must comply with the terms of Section 6 of this Agreement. [remainder of page intentionally left blank; signature pageJollows] MOM AGREED TO AND ACCEPTED EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN BY AND BETWEEN THE PARTIES BELOW: Blue Cross and Blue Shield of Texas, a division of Health Care Service Corporation, A Mutual Legal Reserve Company ("BCBSTX") Name: Elliott Jones Concentra Network Services, Inc. ("CNS") n t By e Name w l L' ,� , 2 Divisional Vice PresiAent Title: Mid Market Sales and Account Title Management Date: 3 --/,-3 - 0 -/ Date: City of Lubbock City of Lubbock ATTEST; By: / y. AQ Name: David A. Miller Title: Mayor Date: January 23, 2007 City of Lubbock, Approved as to Content c / By: Name: Leisa Hutcheson Title: Risk Manager Date: Name: Rebecca Garza Title: City Secretary Date: January 23, 2007 City of Lubbock, Approved as to Form By: q4zi V VVV Name: David M. Satterwhite Title: Assistant City Attorney Date: -7- Resolution No. 2006—RO604 EXHIBIT A HEALTHCARE BILL MANAGEMENT SYSTEM SERVICES ("HSMS Services") I. HOSPITAL BILL AUDIT SERVICES HBA Services may be performed for claims with dates of services on the later of (a) January 1, 2007 or (b) one (1) year from the date of medical service, in accordance with the following: Client's Role: Client will provide a letter of agency for the benefit of medical providers who are being audited, that identifies CNS as its authorized agent in a form and content acceptable to CNS. BCBSTX Role: (1) BCBSTX will refer Client Member paid claims data to CNS on the specific claims that have been paid by BCBSTX and requested for audit by CNS. CNS's Role: (1) CNS will screen Client's paid hospital claims referred by BCBSTX to identify those claims which, in the sole discretion of CNS, have potential for material savings. (2) CNS will obtain the Member's medical records and itemized bill from the hospital when necessary and conduct an on -site audit of the medical provider's records. (3) CNS will calculate the specific amount of overpayment / underpayment on each claim or group of claims examined. (4) CNS will secure the written agreement of the provider as to the specific overpayment which is due to the Client. (5) CNS will perform the collection of the overpayment from hospital providers and remit the payment to BCBSTX and Client in accordance with Section 4.1 and 4.2. II. DRG VALIDATION SERVICES DRG Services may be performed for claims with dates of services on or after January 1, 2007 in accordance with the following: Client's Role: (1) Client will provide CNS with a letter of agency for the benefit of medical providers who are being audited, identifying CNS as its authorized agent in a form and content acceptable to CNS. BCBSTX's Role: (1) BCBSTX will forward its paid claim data to CNS on the specific claims that have been paid by BCBSTX and requested for audit by CNS; CNS's Role: (1) CNS will screen Client's DRG claims data referred by BCBSTX and identify those claims which, in the sole discretion of CNS, have the potential for material savings: (2) CNS will obtain the necessary medical information underlying the targeted claims from the provider; (3) CNS will obtain Provider sign -off to proposed refunds of DRG claims overpayments and also obtain the written agreement of the Provider to not balance bill the patient. (4) CNS will perform the collection of the overpayment from the Provider. (5) CNS will make a corresponding payment to the Client and BCBSTX as set forth in Section 4.1 and 4.2.