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HomeMy WebLinkAboutResolution - 5334 - Contract - Insurnational Insurance Administrators - Plans Claims Paying Services - 11/07/1996RESOLUTION RESOLUTION NO.5334 Item #17 November 7,.1996 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 and all related documents by and between the City of Lubbock and Insurnational Insurance Administrators, a third party administrator, provide claims paying services for medical and dental group plans, which contract is attached hereto, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 7th day of November 1996. ATTEST: )�a� kaytj Darnell, City Secretary APPROVED AS TO CONTENT: MW Andrews, Managing Human Resources APPROVED AS TO FORM: Donald G. Vandiver, First Assistant City Attorney dplccdocs\1tA.Res October 31, 1996 RESOLUTION N0. 5334 Item 417 November 7, 1996 ADIVIINISTRATIVE SERVICE CONTRACT RELATING TO THE BENEFIT PLAN OF CITY OF LUBBOCK THIS AGREEMENT, made and executed on the 1d day of January, 1997, by and between CITY OF LUBBOCK, TEXAS, a political subdivision (hereinafter referred to as "Plan Sponsor"), and INSURNATIONAL INSURANCE ADMINISTRATORS, INC., a Texas corporation (hereinafter referred to as "Insurnational"). SECTION I GENERAL PURPOSES The Plan Sponsor has established a Health Care Plan for the employees of the Plan Sponsor providing for the direct payment of benefits to and for employees and their dependents. The provisions of the Plan are stated in the Plan Document (attached as Exhibit 'W'). The parties agree that Insurnational will assume the responsibilities for the day-to-day servicing of the plans on behalf of the Plan Sponsor, insofar as the plans cover group &LIST OF BENEFITS COVERE A in order to relieve the Plan Sponsor of the details and various technical duties which are associated with the operation of plans of this nature. As used herein, "the Plan" refers to those portions of the Health Care Plan serviced by Insurnational. SECTION II DUTIES AND RESPONSIBILITIES OF PLAN SPONSOR 2.1 Plan Sponsor retains all rights to the Plan with the responsibilities associated therewith, but it delegates certain ministerial duties associated therewith to Insurnational to the extent required to carry out the terms of this Agreement. 2.2 The Plan Sponsor will have final authority in the decision regarding any insurance company or companies chosen, if any, to provide any employee protection under the Plan. nonaise •so aggaanmt WD 2.3 The Plan Sponsor will have final authority regarding the choice of benefits and provisions to be included within the Plan, the interpretation of the Plan, and ultimate disposition of any appeal denying a claim, as outlined in the Plan Document. 2.4 The Plan Sponsor will be responsible for payment of the expenses of Insurnational as hereinafter agreed to. In addition, the Plan Sponsor will be responsible for withholding any amount from the pay of employees in the event employee contributions are required under the Plan and a payroll deduction or similar procedure is used. 2.5 The Plan Sponsor agrees to take the following actions (a) - (d) promptly with respect to the Plan and to comply with the provisions set forth in (e) to facilitate proper administration by Insurnational. a. Supply Insurnational with all information required with respect to employees and dependents eligible to participate in the Plan and notify Insurnational of all changes occurring thereafter with respect to the eligibility status of all Plan participants. In carrying out this action, the Plan Sponsor will enter all changes in participation whether by reason of terminations, additions, change in classification, or any other reason directly into Insurnational's data processing system through the access ports provided to the Plan Sponsor or through such means or procedures as will be agreed upon from time to time by the Plan Sponsor and Insurnational. b. Advise Insurnational promptly of any change of benefits, if applicable, or of changes in the Plan Sponsor's organization that might affect the status of the Plan in effect at the time. C. Provide Insurnational with pertinent additional information required for the proper administration of the Plan as may be requested by Insurnational from time to time. d. Through the use of the access ports and printer located at the Plan Sponsor's facility, initiate and print at its facility any reports required by it other than the standard reports listed on Exhibit "B". e. Not pay any claims itself through the claims paying portion of Insurnational's system to which the Plan Sponsor has access. 2.6 The Plan Sponsor will provide directly or through the Plan all materials and documents as may be necessary or convenient for the operation of the Plan; or to satisfy the requirements of federal, state or local law as might, from time to time, be determined or prepared by the Plan Sponsor. Where distribution to Plan participants is required, such materials will be furnished in sufficient quantity and will be appropriately distributed by the Plan Sponsor. nonudaa wo eareanad 2 C.\OFF MWPW MWPDOCSITPA\AaUMM S CIrn=.WPD 2.7 The Plan Sponsor is responsible for immediately securing all health benefit identification cards, including prescription drug ID cards if applicable, from any Plan Participant and Plan Participant's dependent at the time such Plan Participant is terminated or otherwise becomes ineligible for Plan benefits. In the event a non -eligible individual receives a prescription or other services using an ID card, the Plan Sponsor is liable for the claim and administrative fee pertaining to the claim. 2.8 The Plan Sponsor will as fiduciary under the Plan retain all authority to manage, acquire or dispose of the assets of the Plan on a discretionary basis, although such authority may be delegated, in whole or in part, to other fiduciaries by an appropriate writing. 2.9 The Plan Sponsor will be responsible for the status of the Plan under state insurance laws and under local, state and federal tax laws. 2.10 The Plan Sponsor has all requisite authority to permit Insurnational to have access to the individual Employee's medical information. 2.11 The Plan Sponsor is responsible for all legal aspects of the Plan and retains all final authority and responsibility for the Plan and its operation. 2.12 The Plan Sponsor will be responsible for the defense of any legal action involving a claim for benefits under the Plan, including selection and payment of counsel and fees. Insurnational will cooperate with the Plan Sponsor by furnishing such evidence as it has available in connection with the defense of any such claim. 2.13 The Plan Sponsor, its agents, employees, consultants and auditors who require access to the facilities or computer systems of Insurnational will be required to execute the Confidentiality Agreement in the form attached hereto as Exhibit C and Exhibit C - Form A. 2.14 The Plan Sponsor will at its expense provide any necessary terminals and printers and data communication equipment at its facility. The Plan Sponsor will provide at its expense the maintenance on such equipment and any consumables used in connection therewith 2.15 The Plan Sponsor will be responsible for all taxes, fees, charges or expenses of any kind levied or imposed by either federal, state or local government, and any increases in any such tax, fee, charge or expense of any kind with regard to the items or services covered by this Agreement, or sale or use thereof If any such taxes or charges are paid by Insurnational , they shall be reimbursed by the Plan Sponsor within fifteen (15) days upon written notice by Insurnational. nope wo eggm=ad 3 C..\OMCMWpv @nwenocsT?A\AGREEl TS\C URB.WPn 2.16 The Plan Sponsor will administer the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and in connection therewith, will enter qualifying events and application through on-site terminals and post cash receipts of premiums when received. The Plan Sponsor's responsibility includes adding and deleting COBRA insureds and notifying Insumational of changes of pertinent information (such as premium rates, etc.). The Plan Sponsor will solely be liable for failure to comply with COBRA requirements. SECTION III PLAN FUNDING 3.1 The Plan Sponsor will establish a bank account that may or may not have pre -established target balance at a financial institution. This account will fund benefit checks as they are presented for payment. The Plan Sponsor will fund this account through either a direct deposit via electronic fund transfer or authorize the financial institution to automatically transfer funds from the Plan Sponsor's bank (if different) to fund the account. The Plan Sponsor may or may not establish a Trust Account for the funding of Plan benefits. If a plan account is established, such account may be trusted or not trusted. 3.2 The Plan Sponsor agrees to provide funds for Plan purposes in a timely manner. a. Fixed costs in accordance with Section VI. b. Benefits via electronic funds transfer within 48 hours of Insurnational's written notification of plan benefit funds due and payable. 3.3 The Plan Sponsor acknowledges its responsibility to fund premium payments and claim liability under the Plan. If the Plan Sponsor fails to meet the requirements of paragraph 3.3 above and is one (1) month in arrears on payment of fixed costs and/or two (2) weeks in arrears on payment of plan benefits, the Plan Sponsor agrees to notify every plan participant and every provider of service of the financial situation of the plan. A copy of said notification must be provided to Insurnational. In the event the Plan Sponsor does not provide a copy of said notification to Insurnational within ten (10) days of the arrears period noted above, the Plan Sponsor acknowledges that Insurnational may, at its own discretion, distribute said notification of delinquent funding and that any notification distributed by Insurnational does not relieve the Plan Sponsor of their obligation. The Plan Sponsor further agrees to indemnify and hold harmless Insurnational, its parent, subsidiary and. affiliated companies and their present and former officers, directors, shareholders, agents, attorneys, and students, from and against all claims, damages, fines, losses and expense, including but not limited to attorney fees, that may arise as a result of a failure to comply with this provision, or any federal, state or local law by or on behalf of the Plan Sponsor, whether intentional or unintentional. noncisisogwmenwd It CAOMqMWPWMWPDOMTPAMGREBMn *cn'YUM&WPD SECTION IV DUTIES AND RESPONSIBILITIES OF INSURNATIONAL 4.1 Insurnational agrees to administer the Plan in accordance with its terms and to perform such administrative services as are set forth below: a. Process and pay benefits in accordance with the plan(s) or policy(ies) adopted by the Plan Sponsor and will not be expected to pay claims for services that are outside of the Plan Document without a written directive from the Plan Sponsor to pay a specific claim outside of the Plan. b. Provide Insurnational's standard claims forms, medical services and supply questionnaires, and other related documents with respect to the Plan. C. Respond promptly to the request for information from individual participants as to the benefits available to them under the Plan and to consult in writing or by telephone with such participants when necessary regarding the proper method of submitting claims for benefits. d. Communicate promptly in appropriate instances with health care providers, hospitals and other persons or institutions supplying healthcare services, in order to clarify or to verify claims. e. Advise the Plan Sponsor as to all payments required pursuant to Section III. Process payments from funds of the Plan Sponsor for claims made in accordance with the benefit provisions of the Plan; and process the following payments: (i) Payments of expenses for the audits of hospital bills and expenses of investigating claims including charges for medical reports from physicians, hospital records, etc., in accordance with criteria and guidelines established by the Plan Sponsor. (ii) The payment of any other disbursements authorized by the Plan Sponsor as required from time to time. f. Process all payments in accordance with the Plan within 60 days of receiving due proof of loss, and declining any claim for which Insurnational has not received due proof of loss within 60 days. noneriss iso meant S C:\OFFIMVn%MWPDOM7PA\AGREEM =frYLUR&WPD g. Perform the billing and collection of agreed upon premiums and fees, as outlined in Exhibit D if applicable, for the Plan Sponsor and disburse them consistent with any agreements in effect at the time, or as soon as reasonably possible. h. Perform such additional incidental services with respect to the administration of the Plan as may be agreed to by the parties from time to time during the period of the Agreement. L Render a statement for fees and reimbursable expenses of Insurnational as provided for in this Agreement. 4.2 Insurnational will provide the Plan Sponsor: a. Printed reports as set forth on Exhibit "B" on a monthly basis and as otherwise needed. b. Annual full report of the claims operations of the Plan, and will certify the accuracy of such information if requested. For these purposes, Insurnational will be entitled to rely on any and all information furnished by the Plan Sponsor. C. The use of one or more access ports to Insurnational's central CPU in order that the Plan Sponsor may have inquiry into the system and production of reports for the Plan Sponsor on the Plan Sponsor's printer at its facility. 4.3 Insurnational agrees to maintain proper bonds and any other insurance coverage(s) related to its operations required by any federal or state statute. 4.4 Insurnational, after processing claims and being satisfied that the various claim documents have been properly and completely recorded on microfilm, will shred or otherwise destroy all claim documents as it sees fit. Insurnational will retain one complete microfilm record in its possession for a period of seven (7) years, and will maintain a duplicate microfilm record in off-site protected storage for security purposes. 4.5 Insurnational will, to the extent reasonably possible, keep the Plan Sponsor advised as to matters which come to the attention of Insurnational involving potential legal actions involving the Plan and will promptly advise the Plan Sponsor of any legal actions commenced against Insurnational or the Plan Sponsor or any of its affiliates that come to its attention. nooedueso t 6 c:1omcE\WPWDAWPDOMIPA\AGUEMTSICR'YLUE&WPD 4.6 Insurnational will make a diligent attempt to recover any payment made to an ineligible person, or an overpayment, or will adjust any underpayment in the event it is determined that more or less than the correct amount has been paid by Insurnational. Insurnational will not be required to initiate the court proceeding for any such recovery and will not be liable for any overpayment or payment to or in behalf of an ineligible employee unless such payment results from willful misconduct, gross negligence, or fraud on the part of Insurnational, its directors, officers or students. 4.7 Insurnational may request specific directions from the Plan Sponsor in the handling of a claim and will comply with the direction received. 4.8 Insurnational will provide the Plan Sponsor with information and documents within Insurnational's control needed to facilitate the full and fair review of a claim on appeal. 4.9 Insurnational will be administratively responsible for appeals of denied claims insofar as the self-funded portion of the Plan is concerned, with the final decision to be the responsibility of the Plan Sponsor. 4.10 The services to be performed by Insurnational will be ministerial in nature and will be performed within the framework of policies, interpretations, rules, practices and procedures made or established by the Plan Sponsor. Insurnational will have neither discretionary authority nor discretionary controls respecting management of the Plan's funds; and, will not have authority to exercise any control respecting management or disposition of the assets of such funds; and will not render investment advice with respect to any money or other property of such funds; and therefore will not be considered a fiduciary of the Plan. 4.11 The sole responsibility of Insurnational in connection with COBRA matters is to use good faith efforts to: a. Provide through the system the capability for the Plan Sponsor to perform its responsibility under 2.13 above. b. Provide in the system a mechanism or procedure for tracking cash receipts and reports on COBRA utilization. C. If Plan Sponsor elects to cause notification letter/application forms or other letters to be printed out at Insurnationars facility, then Insurnational will use good faith efforts to mail or cause to be mailed all such letters and forms produced at the direction of the Plan Sponsor. nonedsaasoaggeemmt 7 C.AWFFIMWPWRAWPDGCS17PA\AGRUMTS1Crrfi BB.WPD d. Insurnational through the system may be requested to order from a third party vendor the necessary coupon booklets which will be printed by the third party vendor and mailed to the insured. Should Plan Sponsor request that all such coupon books be returned to Plan Sponsor, Plan Sponsor will bear a surcharge for such special service which may be charged by the third party vendor. e. Since the Plan Sponsor controls the contents of all letters and the issuance of forms and follow-ups, and the determination of eligibility and payment of premiums, Insurnational will have no liability in connection with COBRA matters. f. Insurnational will pay claims of persons covered under COBRA arising during the covered COBRA period in accordance with the standards of care associated with payment of any claims in behalf of Plan Sponsor. Former employees and dependents who continue to be covered under COBRA ("COBRA persons") will be included in monthly count for determining claim administration fees, provided however that all COBRA persons participating in the Plan as a result of their relationships or former relationships to a single employee or former employee of the Plan Sponsor or any of its affiliates will be counted as one "employee" for the purposes of such count. SECTION V PAYMENT OF CLAIMS 5.1 The Plan Sponsor agrees to pay all eligible claims properly submitted under the Plan as attached in Exhibit "A". SECTION VI FEES & SERVICES 6.1 Claims and Administrative. For the administrative services provided by Insurnational, the Plan Sponsor agrees to pay fees and expenses based upon the number of covered students (with or without dependents) in accordance with the schedule shown in Exhibit "D" attached hereto and by reference made a part hereof for all purposes. a. The monthly administration fee is per Plan Participant. A Plan Participant includes each employee, retiree or COBRA continuee (or family unit) enrolled in any plan administered by Insurnational. wo aggre=ad 8 CADMMwewnAWPDOMTPAticx$sNfrS\cmLUBB.WPD b. Reasonable expense incurred in connection with hospital audits, claim investigation, including operating room reports, medical reports, history and physical, etc., in accordance with policies and procedures agreed upon from time to time by the Plan Sponsor and Insurnational. C. Programming charges arising by virtue of specific requirements of the Plan Sponsor that are unique to the Plan Sponsor will be paid by the Plan Sponsor in accordance with the standard fees then being charged by Insurnational for similar work. Where Plan revisions can be executed by routine modification of existing tables of values or formulas, such modifications will not be considered "programming" and will be made by Insurnational at no charge. d. A per access port per month will be charged for the access provided in Section 4.2 (c) above and in addition to, the Plan Sponsor will pay the full cost of the data communication charges between the Pian Sponsor's facility and Insurnational's facility at 5201 N. O'Connor Blvd., Irving, Texas. e. The additional fees for services relating to Coverage Continuation includes fees per letter/application and per coupon book. f. The additional fees for services relating to COBRA persons will include fees per letter/application, per coupon book, and percent of premiums collected by the Plan Administrator (i.e.; based upon cash receipts). yn0. 6.2 The fee for tes will be based upon the number or m overed during the calendar month prior to the billing date, which will be not later than the 15th of the month prior to the due date. The monthly fee must be paid on the due date, which is the first day of the calendar month in which the service is to be rendered. If the fees are not received on the due date, a Late Payment Charge will be assessed each day beginning on the 14th day after the payment due date and ending the day Insurnational receives payment. The Late Payment Charge will be calculated by applying an interest rate of 18% per annum accruing on a daily basis based on three hundred and sixty-five (365) days per year or three hundred and sixty-six (366) days per year in case of a leap year, from the date the sum is due and payable until the sum is fully and finally paid. 6.3 The fees described in 6.1 will apply to the period beginning with the commencement of this contract, through December 31, 1997. On and after that date, fees to be paid to Insurnational will be adjusted annually. Any additional adjustment in fees must be mutually agreed upon in writing at least sixty (60) days prior to the contract renewal date. The earliest adjustment of fees will be December 31, 1997. 6.4 Any substantial change in the Plan or change in coverage or reports that requires additional programs or personnel may result in an adjustment to the fees. umurisa ewqam=a 9 CbFFIMV7% AWPDOM7PA\AGREEMfSYCrrY=BWM 6.5 Fees and expense for which Insurnational is entitled to be compensated will be paid by the Plan Sponsor promptly upon receipt of invoices. 6.6 The basic cost per transaction for each "run-in" claim, i.e.; those arising with any incurred date of service prior to January 1, 1997, will be $12.50 per transaction for a medical claim and $12.50 per transaction for a dental claim. This includes any claims received by the prior claims administrator prior to such date which are unpaid and are turned over to Insurnational. 6.7 Magnetic Tape Generation. Generation of magnetic tapes (for example, eligibility information to be sent to another vendor) is $35.00 per tape. 6.8 Additional Services. Additional services may be provided by Insumational, charged to and payable by the Plan Sponsor on the following schedule: a. Identification Cards - See Exhibit "D". b. Provider Networks - Insurnational will coordinate installation of provider networks as mutually agreed between the parties. Fees associated with access and use of any such network are the responsibility of the Plan Sponsor, treated as a benefit expense and, if applicable, incorporated into this agreement by appropriate attachment. C. Prescription Card Program - Insurnational will coordinate installation of prescription card program into the administration of the plan as mutually agreed between the parties. The Plan Sponsor will be responsible to establish pre -funding of prescription drug expense as determined by Insumational and prescription card vendor. Fees associated with access and use of any such program in addition to the prescription drug benefit are the responsibility of the Plan Sponsor and, if applicable, itemized in Exhibit "D". d. Provider Payment Reporting - Data necessary for IRS reporting of benefit payments to providers will be provided on a timely basis via magnetic tape, disk, or other electronic media acceptable by the IRS for fees outlined in Section 6.7. Insurnational may prepare and distribute individual provider payment information to each individual provider at the request of the Plan Sponsor, cost of the forms, printing and postage will be charged to and payable from the Plan Sponsor. e. Administrative Procedures - Insurnational will coordinate administrative procedures with other entities that may be providing services to the Plan Sponsor. These entities include, but are not limited to, managed care providers. The Plan Sponsor is responsible for Insurnational's expense related to this coordination. f. Medical Records Expense - Any expenses for medical records ordered for claim processing will be passed through at cost to the Plan Sponsor. nonedu iso aggreemmt 10 OomcB1wPwav�wrnocs��rwlACRseNns�crrnusS wpn g. Set -Up Fee - A one-time fee may be charged to cover costs associated with plan implementation. Cost for this will be itemized in Exhibit "D". h. Printing and supply of non-standard or specially designed forms used in connection with the administration of the Plan. If applicable, cost for this will be itemized in Exhibit "D". i. Printing and supply of non-standard or specially designed application forms for late enrollment, reinstatement of participation in the Plan, or an increase in benefits. If applicable, cost for this will be itemized in Exhibit "D". Printing and supply of non-standard or specially designed claim forms. N applicable, cost for this will be itemized in Exhibit "D". k. Development of text for Summary Plan Description, and printing of Summary Plan Descriptions and/or other similar documents or materials for distribution to Participants. If applicable, cost for this will be itemized in Exhibit "D". 1. Development of text for Plan Documents. If applicable, cost for this will be itemized in Exhibit "D". M. The charges incurred for any medical examinations of persons submitting applications for late enrollment, reinstatement of participation in the Plan, or an increase in benefits, unless, by separate agreement between Plan Sponsor and Insurnational it is provided that the applicant pays the cost of those medical examinations 6.9 If any fees are not received on the due date, a Late Payment Charge will be calculated by applying at payable until the sum is fully and finally paid. SECTION VII COMMENCEMENT AND TERMINATION 7.1 This Agreement will become effective on January 1, 1997 and applies only to those claims with a date of service on or after that date, but in compliance with respective requirements within the Health Care Plan document. The term of this Agreement will end on December 31, 1997, unless previously terminated pursuant to Section 7.2 or extended. 7.2 This Agreement may be terminated by either party upon not less than ninety (90) days written notice to the other. Additionally, in the event either party in good faith determines that any state or other jurisdiction intends to penalize (or actually penalizes) either party ame&&wo qapewmt 11 CWRFI( 1WPRAI�WPDOCSIIPA�AG�.WPD for performing this Agreement, such party may terminate this Agreement as of the date of such determination, but only as to the portion of services which would otherwise have been performable in such state or other jurisdiction. 7.3 In the event of termination: a. Insurnational will pay all claims received by it up to five (5) days prior to the final day of the Agreement; and in the event of a mutual agreement in writing entered into at least ninety (90) days prior to the final day of the Agreement, Insurnational will pay all claims received by it up to sixty (60) days following the final day of the Agreement for a mutually agreed consideration. Claims as described in this (a) are "run -out claims". b. Insurnational will reasonably cooperate with the transition arising from such termination, but will not pay run -out claims except as provided in (a) above. C. The Plan Sponsor will be responsible for all fees, commitments, charges, and obligations incurred pursuant to this Pian by Insurnational, for all valid claims for which checks have been issued, and for all valid claims of students that arose but are unpaid at termination. The Plan Sponsor will be liable for all checks issued by Insurnational pursuant to the terms of this Agreement. d. Insurnational will provide to the Plan Sponsor either a magnetic tape or a computer generated listing in Insurnational's Standard Form providing information as to all claims paid, validity, Social Security number, participant's name and address, patient's name, diagnosis codes, service codes, and services paid as of the termination of the Agreement. e. Insumational will be entitled to a reasonable fee for any services rendered by it subsequent to termination except as provided above in this Section. SECTION VIII OTHER 8.1 Any payment of premiums or contributions to Insurnational by or on behalf of a plan participant is considered to have been received by the Plan Sponsor and payment of return premiums, contributions or claims by the Plan Sponsor to Insurnational are not considered payment to the plan participant until the payments are received by the plan participant. sonema wo @W=ad 12 C\OMCE\WPVVQJIWPDOCS1IPA\AGRnMTW-rYUM13.WPD 8.2 Insurnational will give written notice to the plan participants of the identity of Insurnational and the relationships among Insurnational, the Plan Sponsor, and the plan participant. 8.3 Insurnational will state in writing to the plan participants the amount of any premium or contribution specified by the Plan Sponsor for the coverages if Insurnational collects the premiums or contributions for such coverage. 8.4 In the event this contract is in conflict with the Request for Proposal "RFP", the interpretation which is closest to the intent of the RFP will be used. SECTION IX MISCELLANEOUS PROVISIONS 9.1 The Plan Sponsor or its agent designated in writing will have the right to examine any records of Insurnational relating to benefit payments and requests for benefit payments under the Plan and the issuance of checks for payment of benefits under the Plan, provided, however, that any examination of individual benefit payment records will be carried out in a manner agreed to between the Plan Sponsor and Insurnational designed to protect the confidentiality of individual medical information. 9.2 In the event that either party will default hereunder or breach any of the provisions contained herein, the other party will be entitled to terminate this Agreement upon delivery of written notice of such termination to the defaulting party without prejudice to any other rights or remedies available to such party by reason of such default or breach. 9.3 Any notice to be given pursuant to the terms of this Agreement may be given either by personal delivery in writing or by mail, registered or certified, return receipt requested and postage prepaid. Mailed notices will be sent to the parties at their respective addresses shown beneath their signatures on this Agreement. Mailed notices will be deemed given when received. 9.4 This Agreement will not be assigned by either party without the written consent of the other party, except to a wholly owned subsidiary or parent corporation or a wholly owned subsidiary of such parent corporation or a corporation with which it consolidates or merges or which acquires substantially all of its assets or stock. 9.5 This Agreement may be amended at any time but only by written agreement between the Plan Sponsor and Insurnational. 9.6 In the event either party to this Agreement will bring any action or proceeding for damages for an alleged breach of any provision or to enforce, protect or establish any right IIO°G°f°asOaggreemesit13 C:\OFFICE\VVWDAWPD005\1PA\AGREEM1S MTLUBB.WPD or remedy of the other party thereunder, the prevailing party will be entitled to recover as a part of such action or proceeding reasonable attorneys fees and court costs. 9.7 Except as otherwise provided by law, the terms and provisions of this Agreement will be governed by the laws of the State of Texas and the proper venue for any proceedings shall be Lubbock County, Texas. 9.8 The Plan Sponsor will not have any interest in the software or hardware used by Insurnational in performing its functions. SECTION X RECORDS AND FILES 10.1 Plan Sponsor or its agent designated in writing, upon fourteen (14) days written notice outlining the scope of the inquiry(ies), will have the right to examine any records of Insurnational relating to benefit payments and requests for benefit payments under the Plan and the Insurnational will keep itemized accounting records and individual employee claims records for the Plan Sponsor which will be available for inspection by the Plan Sponsor, any agent designated in writing by the Plan Sponsor, or any underwriting insurance company during the normal business hours of Insurnational for a period of seven (7) years after the termination of the plan unless all records are returned to the Plan Sponsor or given to the successor administrator as directed by the Plan Sponsor. 10.2 Insurnational will retain full ownership rights over all compilations, analysis, and reports generated by Insurnational, as well as all property, technology software and other data utilized by Insurnational in its performance under this Agreement. Ownership rights will include, but are not limited to, all rights associated with publication, trade secrets, copyrights, trademarks and patents. Insurnational will retain the right to use all data and information received from Plan Sponsor, provider of service, Plan Participant or any other source in any manner it sees fit provided that such use will not violate any Plan Participant's right of confidentiality. All information disclosed to Insurnational in connection with this Agreement will, unless otherwise agreed in writing, be deemed to be confidential and proprietary and will be used by Insurnational only to carry out and perform the terms of this Agreement or for general statistical purposes. Nothing herein will require Insurnational to maintain in confidence any information that is in the public domain, enters the public domain through no fault of Insurnational, was already in the possession of Insurnational, or supplied to Insurnational by a third party lawfully in possession thereof, or which Insurnational is required to divulge pursuant to judicial or governmental process. nonedssuosggreemad 14 cbFFICL\WPWUAWPDOM7?A\AGREENn rYLUBB.WPD 10.3 All records, reports and other data provided by Insurnational to Plan Sponsor under this Agreement are for Plan Sponsor's use and benefits administration and Plan management, and Insurnational disclaims all liability arising out of Plan Sponsor's other use or dissemination of the reports and summaries. Plan Sponsor will treat as confidential any information which individually identifies a patient, Plan Participant, or provider of service. 10.4 The Plan Sponsor acknowledges that, in order to refer cases, obtain necessary approvals, complete or coordinate the duties required under this Agreement, Insurnational will, on occasion, disclose confidential medical, patient, provider and/or Plan Participant information to the Plan Sponsor. The Plan Sponsor agrees to keep strictly confidential and not divulge or make available to any party any such information, even if such documents and materials, or any part thereof, have been previously published or become part of the public domain. The standard of protection of such confidential material will be the same as the Plan Sponsor employs to protect its own confidential data, or that is required by applicable federal, state, or county law, of whichever is the most stringent. Upon such a divulgence of such documentation or materials, Insurnational will have the right, in addition to such other remedies as may be available to it, to institute injunctive relief enjoining such act or attempt, it being acknowledged that legal remedies are inadequate. The terms, provisions and responsibilities in this section will survive the termination of this Agreement. The Plan Sponsor agrees to indemnify and hold harmless Insurnational, its parent, subsidiary and affiliated companies, and their present and former officers, directors, shareholders, agents, attorneys, students and assigns from and against all claims, damages, losses and expenses, including attorney fees, that may arise as a result of any such disclosure by or on behalf of the Plan Sponsor, whether intentional or unintentional." 10.5 Insurnational hereby acknowledges that client is a municipal corporation subject to the Texas Public Information Act, Chapter 552, Texas Government Code, and release of information upon order of the Texas Attorney General or a court of competent jurisdiction by client shall not be a breach of this agreement. nmedsa wo eggre=ent 15 C.IOFFiCE1WPWBJIWPDOCSITPAIAGRHEMIS1Cf1YLUBB.WPD IN WITNESS THEREOF, and in accordance with the provisions outlined above, the parties have executed this Agreement as of the 2 day of o be effective CITY OF LUBBOCK, TEXAS INSURNATIONAL INSURANCE ADMINISTRATORS, INC. ' By: By: Ityll COOKE, MAYOR. PRO TEli Robert P. Pollock, Vice President Approved as toy Content: By: - �2&� zgw4v� Mary Andre s, Director of Human Resources Approved as to forms: By: Donald G. Vandiver, Assistant City Attorney ADDRESS 1625 13" Street Lubbock, Texas 79401 ATTEST: ADDRESS 5201 N. O'Connor Blvd., Suite 400 Irving, Texas 75039 /�AL-j Kay 'e Darnell, City Secretaz _ Tj nonaiu iso mad 16 C:10FF MWPWRAWPDGCSITPA\AGREEMTW TYLQBB.WPD V l WNRg H IE{► NM MN M Z X�8p8 88 N N N M N � a B poo 88 8 8 88 88 Y I+NN NMMMN M . N M SEE Ile 11 c w r ease MMM C Vi sit 9 N 8 88 88o Q � � F. N N 44 W N N E+ r N I F-1 X G7 m M N y a c � a B poo 88 8 8 88 88 Y I+NN NMMMN M . N M SEE Ile 11 c w r EXHIBIT B MONTHLY REPORTS 1. Two (2) Monthly Draft Register Report - 1. Numeric 2. Carrier 2. PBS Claims Experience Report 3. PBS Aggregate Analysis Report 4. Spec. Reinsurance Report 5. Large Claims Report 6. Hospital Utilization 7. Total PPO In -Patient Cost by Hospital 8. Total PPO Out -Patient Cost by Hospital 9. Elapsed Days Report 10. Quarterly Lag Report 11. Annual Surgical Analysis Report B1 CONFIDENTIALITY AGREEMENT INSURNATIONAL INSURANCE ADMINISTRATORS, INC., a Texas corporation, hereinafter called "Insurnational", and City of Lubbock, Texas, hereinafter called "Plan Sponsor", do enter into this Confidentiality Agreement (the "Agreement"). WHEREAS, Insurnational and Plan Sponsor are entering into an Administrative Service Contract (the "Service Contract") of even date to be effective January 1, 1997, herewith relating to the administration of group health plans and the payment of health care claims utilizing a proprietary software system licensed to Insurnational and incorporating proprietary software of one or more third parties (the "System"), and the parties desire that this Agreement be attached to the Service Contract and incorporated therewith; and WHEREAS, confidential information, including medical record information of Plan Sponsor and its students and their eligible dependents may be placed in the possession of Insurnational, and WHEREAS, the parties desire to protect the confidentiality of all proprietary and privileged information; NOW, THEREFORE, the parties hereto agree as follows: 1. For purposes of this Confidentiality Agreement, the phrase "System Software" will include the programs, operating manuals, flow charts, logic diagrams, models, source code and documentation thereof and object code and the contents thereof used in the System, whether or not such items have been reduced to possession by Plan Sponsor. Nothing contained herein will imply that Plan Sponsor is entitled to copies of any System Software under the terms of this Agreement. 2. Plan Sponsor will not, at any time, disclose the System Software to any person, firm, organization or employee who is not employed or authorized by Plan Sponsor use the System in Plan Sponsor's business. In particular, Plan Sponsor will not disclose the System Software nor give access to the System to any person, firm or corporation engaged or about to be engaged in the use or development of a system or program for paying health care claims. 3. Plan Sponsor will not copy or reprint the System Software in whole or in any part without Insunnational's prior written consent. Plan Sponsor will not permit any copying in any form or fashion, in whole or in part, of the System Software by its students or by any third party, nor will it use such System Software in whole or in part except on equipment in Plan Sponsor's facility pursuant to the Service Contract. C1 4. Plan Sponsor agrees to limit access to the physical embodiment of the System, including any terminals having access to the System, to students of Plan Sponsor who must have such access solely for group administration purposes of persons covered by the health care plan. Plan Sponsor agrees to store each such embodiment in a secure place except when being used. 5. Upon termination of the Service Contract and any extension thereof, Plan Sponsor will return to Insurnational any System Software and all documentation pertaining thereto in Plan Sponsor's possession or theretofore delivered to in Plan Sponsor accordance with the terms of the Service Contract and will not hereafter use the System Software and neither Plan Sponsor nor any of its students nor any of its affiliated or parent or subsidiary companies or their students will retain any materials relating to the System Software, except that Plan Sponsor may retain magnetic tapes and hard copies of employee lists, coverage, claims and other proprietary information of Plan Sponsor. 6. Neither Plan Sponsor nor Insurnational or any parent, subsidiary, sister or affiliated company of either, during the term of the Service Contract and for thirty-six (36) months thereafter, will, without the consent of the other which consent will not unreasonably be withheld, knowingly solicit for employment any employee or person, firm or corporation retained by the other who has had any duties, work or knowledge of the System, or the processing of health care claims or the administration of group health care plans utilizing the system. 7. Plan Sponsor will require confidentiality agreements by persons having access to the System Software or the physical embodiment thereof to enforce and carry out the terms of this Agreement in accordance with forms approved by Insurnational, including, but not limited to, the attached Form A. 8. Insurnational will preserve, protect and treat the knowledge of Plan Sponsor's business and the reports and information and other material in respect to the students covered under the employee benefits plans placed on the System pursuant to the Service Contract as confidential information and will not divulge such information to any third party. 9. Each party will undertake to cavy out its obligations hereunder with a high degree of care and will proceed with all remedies available at law and equity to provide the protection for parties hereunder. So long as such degree of care is provided, there will not be a breach of the Confidentiality Agreement. 10. Nothing contained in the Confidentiality Agreement will be interpreted as a waiver of such rights or causes of action, if any, Insurnational may have under Texas law. The right to enforce this Agreement survives the termination of the Service Contract, subject to the applicable statute of limitation, but this right does not alter or constitute an enlargement of the substantive terms of this Confidentiality Agreement. C2 This Confidentiality Agreement is also effective and independent of the Service Contract in addition to being a part of the Service Contract. THIS AGREEMENT IS MADE AND ENTERED INTO by and between the parties this ._day of — /OZ11111. CITY OF LUBBOCK, TEXAS INSURNATIONAL INSURANCE ADMINISTRATORS, INC. By: By:,..�-- ALEX "TY COOKE. MAYOR PRO TEM Robert P. Pollock, Vice President Approved as to Content: V av-f&� By: - — Mary Andr s, Director of Human Resources Approved as to forms: r By: Donald G. Van Iver, Assistant City Attorney ADDRESS 1625 13'h Street Lubbock, Texas 79401 ATTEST: 41A )'a -- ZIM I - -- �a" - YTHT DARNELL, CITY SECRE ADDRESS 5201 N. O'Connor Blvd., Suite 400 Irving, Texas 75039 C3 NOV-04-96 MON 06:24 PM PERSONNEL 7631461 P,02 Insurnational hereby acknowledges that client is a municipal cooperation subject to the Texas Public Information Act, Chapter 552, Texas Government code, and release of information upon order of the Texas Attorney General or a court of competent jurisdiction by client shall not be a breach of this agreement. Any information, programs, operating manuals, flow charts, logic diagrams, models, or documentation deemed by Insurnational to be confidential and proprietary should be so marked and if the Plan Sponsor receives a request for release of such information, said information will not be released unless such release is ordered by the Texas Attorney General or a court of competent jurisdiction pursuant to Chapter 552 of Texas Government Code (Texas Public Information Act). Accepted: Rober Pollock, Vice President of Marketing Insurnational Insurance Administrators 10 :II aid I LIST OF FEES Administrative Services Agreement: CITY OF LUBBOM TEXAS Set Up Fee Medical Administration (Per employeelper month) Dental Administration (Per employeelper month) Flexible Spending Accounts (Per employee/per month/per account) COBRA: - Per Letter - Per Coupon Book (Per employeelper month) System Access (Per Month) Line Fee (Per Month) Utilization Review: Intracorp (Per employee/per month) Medical Case Management: Intracorp (Per Hour) PPO Networks: - ProAmerica Programming Charges D1 4 ON �O �4 \k tititit bo irr h •7+ �i ~ FA oW9 WW Q, u w a r� 1 'x .. .. .. ... .. .. • ;k R a' •x� � � O h H9 � V) � iR u O tits P b �o � u C1 d v ............. 0 d d