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HomeMy WebLinkAboutResolution - 2005-R0595 - Agreement - Healthsmart Preferred Care II LP - Client Services/Provider Network - 12/15/2005 (2)Resolution No. 2005-R0595 December 15, 2005 Item No. 5.26 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, an Agreement for Client Services/Provider Network by and between the City of Lubbock and HealthSmart Preferred Care, 11 L.P. to negotiate discount arrangements with healthcare providers, and related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 15th day of December, 2005. MARC MC OUGAL, MAYOR ATTEST: Reb cca Garza, City Secretary APPROVED AS TO CONTENT: ' 4 1, Scott Snider, Director of Human Resources APPROVED AS TO FORM: N M. Knight, Askant CifAttorney gs/ccdocs/Agnmt-Client Servs Provider Network.res Dec. 6, 2005 CLIENT SERVICE AGREEMENT FOR PROVIDER NETWORK STATE OF TEXAS COUNTY OF LUBBOCK Resolution No. 2005—RO595 December 15, 2005 Item No. 5.26 This agreement (hereinafter referred to as "Agreement") is made this 1st day of January, 2006, by and between HealthSmart Preferred Care, II L.P. (hereinafter referred to as "HSPC"), a Texas Limited Partnership, and City of Lubbock, a home rule municipal corporation in the State of Texas (hereinafter referred to as "Client" whether one or more). WHEREAS, the purpose of this Agreement is to state the terms and conditions under which HSPC will provide services to Client and under which Client will compensate HSPC for services performed. WHEREAS, as part of HSPC's regular services to its clients, HSPC negotiates discount arrangements with healthcare providers in many areas, and the provider arrangements are negotiated on an on -going basis in an attempt to maximize the discounted rates from such healthcare providers. WHEREAS, Client, in the regular course of its business, provides healthcare benefits to covered individuals and wishes to use the services of HSPC, Now therefore, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, Client and HSPC agree as follows: 1. Definitions (a) "Participating Providers" means those healthcare providers, including, without limitation, physicians, facilities, ancillary healthcare and allied health care providers, who have directly or indirectly through HSPC agreements with other networks ("Leased Networks"), entered into an agreement with HSPC to perform the Covered Services. (b) "Provider Contract" means a contract between a Participating Provider and HSPC or between a Participating Provider and a Leased Network- (c) "Participant" means any individual, or eligible dependent of such individual, who is eligible for Covered Services pursuant to a Service Agreement. (d) "Insurance Company" means an entity, which, pursuant to a Service Agreement, funds, administers, offers or insures Covered Services and which has entered into an agreement with HSPC to act as Insurance Company in accordance with the terms of this agreement. (e) "Utilization Management" means the processes to review and determine whether Certain health care services provided or to be provided to Participants are in Accordance with the rules and procedures establishing the conditions to be followed by Providers with respect to Covered Services. 2. Services - HSPC will provide the following services to Client: Confidential (a) Hospital, and/or physician, and/or other healthcare providers price negotiation based on Client data; (b) Data entry of all Client in -network hospital, physician, and/or other healthcare providers claims prior to payment of the claim; (c) Forwarding of such claims, along with instructions for payment amounts, to the Client or to Client's third party payor; (d) Measuring, recording and reporting the amount of money saved by the Client as a result of the discount arrangements negotiated by HSPC. Savings is the difference between amount billed by provider and repriced amount per PPO contract. 3. Personnel - Physicians providing services are independent contractors with HSPC; other personnel will be independent contractors or employees of HSPC. 4. Compensation - HSPC will be compensated for all activities related to the HSPC provider network as described in the schedule of fees, attached hereto as Exhibit "A." HSPC will invoice Client on a monthly basis. Client is solely responsible for prompt payment of the aforementioned fees to HSPC. 5. Term - The term of this Agreement will be from January 1, 2006 (Effective Date), through December 31, 2006 Term Expiration Date), provided the discounts obtained and warranted by HSPC and as outlined in Section 17 herein, are effective through December 31, 2006. In the event the discounts obtained and warranted by HSPC, as outlined in Section 17 herein, expire on December 31, 2006, this Agreement shall expire December 31, 2006. 6. Termination - This Agreement can be terminated by either party upon thirty (30) days written notice. HSPC may terminate the participation of any Client for any reason by providing 90 days written notice to Client. Upon termination of this Agreement, should there be any pending case, which in the sole and exclusive discretion of the Client, require additional work, upon the Client's specific authorization, HSPC will continue to render services and will bill for such remaining services in accordance with the then applicable schedule of fees. 7. Authorizations - To the extent permitted by law, Client authorizes HSPC to have access to all relevant medical, financial, and personal data and other documents and information pertaining to covered individuals, including any general statistical or summary data, and coverage description or plan documents helpful to the particular services requested. Client authorizes HSPC where appropriate to request waiver or consent directly from the covered individual. 8. Limitations - Unless specifically agreed in writing to the contrary, HSPC shall have no authority to bind Client or its covered individuals to any of its assessments, recommendations, findings, or certifications with respect to utilization management. Client and its covered individuals reserve the right to act based upon their judgment with respect to any and all claims or issues reviewed hereunder. 9. Relationship of the Parties - The Client and HSPC are independent contractors. This Agreement is not intended to create an employer -employee relationship, partnership or joint venture between the Client and HSPC. Furthermore, this Agreement shall not be deemed to create any rights or remedies in persons who are not parties to this Agreement. 10. Provider Negotiations - Client empowers HSPC to negotiate provider arrangements on its behalf. The covered individuals of Client may choose whether or not to utilize HSPC Providers. HSPC shall keep the client fully informed of all material negotiations affecting the Client between HSPC and providers. Confidential 2 11. Provider Claim Evaluation - HSPC will evaluate and format all covered individual's provider claims to determine the documented savings for covered individuals. The evaluation and formatting will be performed based upon the negotiated discount arrangements established by HSPC with the HSPC Providers. Following the evaluation and formatting of said provider claims, HSPC will transfer these claims to Client or to a third party designated by Client for adjudication and payment. All claim and repricing information will be transferred to Client or TPA via electronic data transfer in a mutually agreeable format. At the Client's request, hard copies of paper claims will be printed and delivered to payor. 12. Documented Savings Report - For each quarter of the year in which this Agreement is effective and covered individuals utilize the services of the HSPC provider network, HSPC will (i) prepare a documented savings report, accumulated from claims evaluated during such quarter, of the total documented savings for Client's covered individuals for such quarter and (ii) send the documented savings report for such quarter to Client by the twenty-fifth of the next month. Savings shall be defined as the difference in billed charges and repriced charges per the PPO contract. Total documented savings is defined as the difference between the billed amount and repriced amount. 13. Disclaimer - While the duty of HSPC under this Agreement is to provide certain information designed to assist Client in providing better services to covered individuals, such duty of HSPC in no way affects Client's fiduciary responsibility to covered individuals, damages that may result from disputes (or judgments resulting from disputes) that arise between Client and any covered individuals, insureds, clients, employees and/or their dependents, or with providers, or any other payee or other person in a contractual relationship with Client. 14. Indemnification -- HSPC SHALL INDEMNIFY AND HOLD THE CLIENT HARMLESS FROM ALL CLAIMS, LOSSES, DAMAGES, JUDGMENTS, LIABILITIES, CAUSES, EXPENSES OR OBLIGATIONS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS FEES AND EXPENSES) ARISING OUT OF OR RESULTING FROM HSPC'S OR CLIENT'S NEGLIGENT OR OTHER WRONGFUL ACT OR OMISSION, OR THAT OF ANY OF ITS OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES, ELECTED OFFICIALS OR EMPLOYEES. HSPC shall indemnify and hold harmless, without limitation and to the fullest extent permitted by law, Client and Client'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 HSPC, it's officials, employees and/or agents in the improper or illegal release of confidential medical, financial or personal information kept, maintained or possessed by HSPC pursuant to this Agreement. This indemnity shall not apply to the release or any information by HSPC done solely at the intentional direction of the Client. HSPC further covenants and agrees to defend any suits or administrative proceedings brought against Client and/or Client'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 medical, financial or personal information kept, maintained or possessed by HSPC pursuant to this Agreement, and HSPC agrees to pay or discharge the full amount or obligation of any such claim incurred by, accruing to, or imposed on Client, or Client's respective officers, employees, elected officials and/or agents, as applicable, resulting from any such suits, claims, and/or administrative proceedings. In addition, HSPC shall pay to Client, Client's respective officers, employees, elected officials and/or agents, as applicable, all attorneys' fees incurred by such parties in enforcing HSPC's indemnity in this section. 15. Confidentiality of Information - Until the termination of this Agreement, all information provided by HSPC to Client, and not otherwise expressly stated by HSPC in writing to be available for public distribution, will be deemed to be proprietary to HSPC and of a highly confidential nature, including, but not limited to, information concerning any HSPC provider networks, other systems, fee schedules, programs, processes and Confidential 3 methods used by HSPC (collectively referred to as the "Information"), all of which it is agreed have substantial value to HSPC. 16. Insurance - HSPC is responsible for maintaining, during the life of this Agreement, liability insurance sufficient to protect it from claims of personal injury or property damage, which may arise from its activities under this Agreement. The City of Lubbock shall be named as a certificate holder and additional insured under such policies. HSPC shall provide to Client prior to the execution of this Agreement copies of such insurance Agreements and HSPC agrees to provide updated copies of the insurance policies to Client on the reissuance or renewal of such policies. 17. HSPC Provider Network - HSPC provider network created and maintained by HSPC shall be the property of HSPC and shall remain in HSPC's possession. HSPC hereby represents and warrants that Client shall be entitled to receive the benefits of the provider arrangements negotiated with each of the healthcare providers in the HSPC provider network during the term of this Agreement HSPC hereby represents and warrants that all price negotiations and/or discounts secured by HSPC with Covenant Medical System, University Medical Center and Highland Medical Center, will be equal to or greater than those discounts enjoyed by Client either directly or through Client's preferred provider network as of October 23, 2003. HSPC shall provide written documentation to Client verifying such discounts within thirty (30) days of execution of this Agreement. It is understood by the parties to this Agreement that failure to meet the terms and conditions of this provision by HSPC shall be considered a material breech of this Agreement and, notwithstanding any other provision contained in this Agreement, Client may immediately terminate this Agreement and pursue whatever rights and remedies, whether legal or equitable, available to Client. 18. Governing Law - This Agreement will be controlled, construed and enforced in accordance with the laws of the State of Texas. 19. Counterparts - This agreement may be executed simultaneously in one or more counterparts with the same effect as if the signatories executing the several counterparts had executed one counterpart. 20. Severability - If any part of any provision of this agreement is held to be invalid or unenforceable under applicable law, said part or provision shall be ineffective to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts of the agreement, which shall be construed and enforced as if such invalid or unenforceable part or provision had not been inserted. 21. Merger Clause - This Agreement constitutes the entire agreement of the parties hereto with respect to the matters covered by this Agreement, and correctly sets forth the rights, duties and obligations of the parties as of its date. Any prior agreements, promises, negotiations or representations, be they written or oral, not set forth in this Agreement, are of no force and effect, and are superseded by this Agreement_ 22. Force Majeure Clause - In the event that the performance by either party hereto of any of its obligations or undertakings hereunder shall be interrupted or delayed by any occurrence and not occasioned by the conduct of either party hereto, whether such occurrence be an act of God or the common enemy or the result of war, riot, civil commotion, sovereign conduct or the act or conduct of any person or persons not a party or privy hereto, then it shall be excused from such performance for such period of time as it is reasonably necessary after such occurrence to remedy the effects thereof. 23. Notice - All notices and communications under this agreement shall be in writing and shall be deemed to have been duly given to a party if when delivered in person to such party or three (3) business days after such notice is enclosed in a properly sealed envelope, certified or registered, and deposited "postage and certification Confidential 4 or registration prepaid" in a post office or collection facility regularly maintained by the United States Postal Service and addressed as follows: If to HSPC: HealthSmart Preferred Care, II LP Attention: John Farnsley, V.P. Sales & Marketing 2002 West Loop 289, Suite 103 Lubbock, Texas 79407 (800) 687-0500 If to Client: City of Lubbock Attention: Director of Human Resources Mailing Address: P.O Box 2000 Lubbock, Texas 79457 Physical Address: 16252 13th Street Lubbock, Texas 79401-3830 24. Amendments - This Agreement may be amended or modified only by a further instrument in writing executed by the parties hereto. 25. Waiver of Breach or Default - Waiver by either party of any breach or default of the other, or failure of either party to enforce at any time any of the provisions hereof, shall not be deemed a waiver by such party of any other breach or default or the right of such party thereafter to enforce any provision of this Agreement. 26. Benefit Plan Design - Client shall have a minimum financial incentive of ten percent (10%) in the health benefit plan(s) for covered individuals to access the HSPC preferred provider network. 27. Physician Component Access - Client is required to include a per office visit co -payment component in the health benefit plan(s) for covered individuals to access physicians in the HSPC preferred provider network. 28. Identification Cards - Client is required to provide covered individuals an identification card that identifies the covered individuals as a participant in the HSPC preferred provider network. 29. Exclusive Use of the HSPC Preferred Provider Network - Client shall use the HSPC preferred provider network exclusively under the terms of this Agreement, and not access any other PPO or discount arrangements of any kind in the same geographical area that the HSPC preferred provider network services for any particular employer group, so long as all healthcare providers currently serving the Client are included in the HSPC preferred provider network. 30. Prompt Payment to HSPC - Client is solely responsible for prompt payment to HSPC. Invoices are due and payable upon receipt thereof and are considered delinquent 30 days after date of invoice. Past due accounts are charged 1.5% interest per month, or an annual percentage rate of eighteen (18) percent per annum. Collection fees, when necessary, will be paid by the client. Client agrees not to contract with individual providers or provider based/owned networks. Failure to comply with this clause will constitute material breach of the terms of this Agreement. 31. Venue — In the case of disputes as to any issues that may arise in connection with the respective rights and obligations of the parties under this Agreement. jurisdiction shall be the District Court of Lubbock County, Lubbock, Texas. Confidential 5 32. Eligibility Requirement - All clients agree to provide information designed to verify eligibility on a monthly basis. Such notification shall be in a format agreed upon by both parties. HSPC retains the right to audit eligibility on a quarterly basis. 33. Refunds - Requests for refunds will not be accepted if said refund request is filed within six months of expiration of this Agreement 34. Run Out Claim Service - Run out provider coverage and repricing will be provided upon request of Client. Fees for said service are described in Exhibit "A" attached hereto and hereby incorporated into this Agreement. 35. Geographic Coverage - In the event that the Client does not use the HSPC network of providers for the entire state in which coverage is contracted, said Client shall provide HSPC with a map by county or a listing of counties that would specify HSPC provider network coverage. 36. Payer Licensure - Payer certifies that they maintain current applicable license(s), certificates and/or approved filing with appropriate State agencies. 37. Final Payment Decision - HSPC and/or Q-elements, or its vendors, in the course and scope of providing precertification services, is not the final authority on eligibility or for payment of a claim but is only acting as a vendor resource for information to the carrier/plan who has the final decision authority on payment. 38. Liability for Claim Decisions and Payments — TPA shall be liable for all claims decisions and for the payment of such TPA's portion of all claims pursuant to a Plan. HSPC shall not be liable for any claims decisions or for any payments of any claims submitted by participating provider for furnishing Covered Services or non -Covered Services to Eligible Persons, or any breach by a Participating Provider of a Provider Contract. HSPC shall not be an insurer, guarantor or underwriter of the responsibility of liability of a TPA to provide benefits pursuant to any Plan. If HSPC performs repricing for TPA or provides TPA with access to a repricing system, the liability of HSPC for any inaccurate or incomplete adjustments to information or reports shall be limited to the completion of, or assisting TPA to complete, any such adjustments to information and reports, and to using its best efforts to prevent such failures. HSPC assumes no responsibility for retroactive claims changes and/or adjustments. HSPC will reprice altered and/or adjusted claims as received and return to payor. HSPC has no financial responsibility for claims payment or for claims issues arising from claims repricing. Confidential 6 HealthSmart Preferred Care, II, L.P. EXECUTED AT Lubbock, Lubbock County, State of Texas on the 4th day of August , 2006. HealthSmart Preferred Care, II, L.P. BY: ' ft — �-�.Menk I_--- John rnsley, Sales & Market' Confidential City of Lubbock Bid:-=� David A. Mille , Mayor ATTEST: R ecca Garza, City Secretary APPROVED AS TO CONTE Scott Snider, Director of Human Resources INS R'oil APO, ff MA Resolution No. 2005—RO595 EXHIBIT "A" SCHEDULE OF SERVICES PROVIDED (For Contract Period Beginning January 1, 2006) Client hereby agrees to compensate HealthSmart Preferred Care, IILP. (HSPC) for Services rendered under the attached Client Service Agreement. Such compensation shall be: $ 4.00 per employee per month for Network Access Directories shall be $.25 pepm or $ 3.00 each Run out Claim Service shall be no additional charge for 90 days. Thereafter 20% of savings. Client shall have access to the following portions of the HSPC provider network: Entire HSPC provider network F,ffective mate: January 1, 2006 Confidential 8 1,11: 2f206 THU 11:21 FAI 9727701699 RUT W002 NAMED INS URED LIST FOR THE PARKER GROUP, INC. Ted Parker The Parker Group, Inc. Parker LP, LLC Parker GP, LLC Icon Bencfit Administrators 17 LP Healtlrsmart Preferred Care II LP Carc-VU Corporation Q-Elements, Ltd. Q-Elements Managcrnan Services, LLC CareATC of Texas iP FFHC LP dba Free First Healthc= Clinics American Administrative Group, Inc. AAG Benefit Plan Administrators, Inc. Gallagher Benefit Administrators Llano Corporate Services, Inc. Kern Network Corporation Bums Consulting AssocWea, Inc. North Texas Healthcare Network I+ TEN Provider Network North Texas Alliance dbae Employas Services Physicians Direct, LLC Clean Wcb, Inc. Southwest Health Information Network, Inc. Tnsua-ance Marketing Resources, Inc. PICA Clean. Web Technologies, Inc. Eden Properties, LLC PIn. Management Group hmzdata Mac$mdng Services, LLC 11/03/05 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer tights to the certificate holder in lieu of such endorsement(s), If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD25-s(7r97)2 of 2 #M52627 ACORD- CERTIFICATE OF 2/121 LIABILITY INSURANCE MlDDIYYj 12/121zoo5 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION McAueary Henry Bowles Troy LLP ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 12700 Park Central Drive HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 17th Floor Dallas, TX 75251-0470 INSURERS AFFORDING COVERAGE INSURED INSURER A: Hanover Insurance Co. The Parker Group, Inc. - -- - INSURER B: _ P.O. Box 93256 I INSURER C: Lubbock, TX 79493 I INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE ATE LICY EXPIRATION LIMITS DATE iMWDDIYYI A GENERAL LIABILITY 1ADDS15795801 11/01105 111101106 EACH OCCURRENCE S$1,000,000 I COMMERCIALGENERAL LIABILITY I � FIRE DAMAGE (Any ofleIke) I S$1,000,000 CLAIMS MADE � OOCUR MED EXP (Any one person) Sy5,000 _ j PERSONAL & ADV INJURY j s$1,000,000 ERAL AGGREGATE I S$2 000 000 I GEN'L AGGREGATE LIMITAPPLIES PER- PRODUCTS-COMPIOP AGG S$2 00O 000 T.— POLICY , PRO-LOC A AUTOMOBILE LIABILITY ADDS15795801 11/01/05 11/01/06 COMBINED SINGLE LIMIT i $1,000,000 f X E ANY AUTO ALL OWNED AUTOS I BODILY INJURY I S X SCHEDULED AUTOS l (Per person) X HIRED AUTOS BODILY INJURY S X NON -OWNED AUTOS (Perecddenl) --- --_ - _ .. PROPERTY DAMAGE t) $ (Per ecode GARAGE LIABILITY AUTO ONLY - EA ACCIDENT f S ANY AUTO OTHER THAN EA ACC S AUTO ONLY: AGG 3 A EXCESS LIABILITY UHD791589501 11101105 11/01/06 I EACH OCCURRENCE 52,000,000 PXOCCUR ` CLAIMS MADE 1�AGGREGATE S2,000.000 L7 j ! _ is DEDUCTIBLE 4 I Is 1 FX1 RETENTION s$10 000 1$ A WORKERS COMPENSATION AND WHD815211101 11/01105 11101/06 TORV TH- L M TS IOER EMPLOYERS' LUIBILTTY E.L. EACH ACCIDENT $500,000 E.L. DISEASE -EA EMPLOYEE $500,000 E.L. DISEASE - POLICY LIMIT ' s500 000 A I OTHER Property ADD815795801 11/01/05 111/01/06 Bus. Personal Property: kSpecial Form I $4,596,181 - $5,000 Ded Incl. Theft Business Income 1 $5,000,000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES!EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS The City of Lubbock is hereby fisted as additional insured as respects to the liability policy of the Insured but only as respects to and to the extent of the liabilities assumed by the insured under written contract. GERTIFIGATE. HOLDER ADDITIONAL INSURED; INSURER LETTER: GANGELLAiIUN SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Lubbock DATE THEREOF. THE ISSUING INSURER VALL ENDEAVOR TO MAIL 3O_.-DAYS WRITTEN P.O. Box 2000 NOTICETOTHE CERTIFICATE HOLDER NAMED TOTH E LEFT, BUT FAILURE TODOSOSHALL Lubbock, TX 79457 IMPOSE NO OBLIGATION OR LIABILITY OF ANY IOND UPON THE INSURERJTS AGENTS OR AUTHORIZED ACORD 25-S (7197)1 of 2 #M52627 DUB 0 ACORD CORPORATION 1988