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Res 050-92 3/17/1992RESOLUTION NO. A RESOLUTION OF THE CITY OF WICHITA FALLS AUTHORIZING AN INTERLOCAL COOPERATION AGREEMENT WITH THE CITY OF IOWA PARK TO ADMINISTER THE CITY OF IOWA PARK'S HEALTH AND DENTAL PLAN. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: SECTION 1. The City Manager be and is hereby authorized to execute an agreement with the City of Iowa Park, pursuant to the Interlocal Cooperation Agreement Act, to administer the City of Iowa Park' s Health and Dental Plan in accordance with the terms and conditions of the contract document, the same attached hereto and made a part of this resolution for all purposes. SECTION 2. It is hereby officially found and determined that the meeting at which this resolution was passed is open to the public as required by law. PASSED AND APPROVED this Mb day of ittz./.! 1992. M A Y O R ATTEST: City Clerk age 2 of _Page_ rida Item No. STATE OF TEXAS COUNTY OF WICHITA § This agreement, made and entered into this day of 1992, by and between the City of Iowa Park, Texas, a municipal corporation located in Wichita County, Texas, acting by and through its duly authorized City Administrator, and the City of Wichita Falls, Texas, a municipal corporation located in Wichita County, Texas, acting by and through its duly authorized City Manager, WITNESSETH: WHEREAS, the City of Wichita Falls and the City of Iowa Park, Texas, desire to enter into an Agreement to provide for the administration of the health and dental plan ( "the Plan") of the City of Iowa Park ( "Plan Sponsor") by the City of Wichita Falls City" ) ; and, WHEREAS, such an agreement is authorized under Chapter 791, Government Code (Interlocal Cooperation Act) . NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth, the City of Wichita Falls and the City of Iowa Park agree as follows: 1. SERVICES TO BE PERFORMED. The City, through its Employee Benefits Division, shall perform for the Plan the 3 of 17 Pages item No. administrative services set forth in the Administrative Services Exhibit, and through its City Employee Benefits Trust Division the consulting services set forth in the Consulting Services Exhibit, which are attached hereto and made a part hereof. The services to be performed by City shall be limited to the ministerial services set forth in the Administrative Services and the Consulting Services Exhibits, and the performance by City of such services shall be subject in all respects to review by the Plan Sponsor within the framework of policies, interpretations, rules, practices and procedures made or established by the Plan Sponsor. City shall have no discretionary authority or control with regard to managing or investing the Plan's assets. 2. MANNER OF PERFORMANCE. City shall perform the services set forth in the Administrative Services and the Consulting Services Exhibits in accordance with the terms and conditions of the Plan and within the framework of policies, interpretations, rules, practices and procedures made or established by the Plan Sponsor, provided that such terms and conditions and framework are consistent and compatible with the description of administrative services and the consulting services set forth in such services exhibits, and with all applicable laws or regulations. 3. FACILITIES AND PERSONNEL. City shall maintain the facilities and personnel necessary to provide the services to be performed under this Agreement. AGREEMENT; Page 2. Page 4 of 17 Pages Agenda Item No. 4. FEES. Plan Sponsor agrees to pay, from its current revenues, or cause the Plan to pay to City for the administrative and consulting services provided under this Agreement the fees set forth on the Fee Exhibit which is attached hereto and made a part hereof. 5. TERM. The term of this agreement shall be for a period of one ( 1) year, commencing and ending and shall be automatically renewed for successive one ( 1) year periods unless terminated as hereinafter provided. Either party shall have the right to terminate this Agreement, by giving the other party at least ninety ( 90) days written advance notice of its intent to do so. If mutually agreeable between the parties, this Agreement may be terminated after the expiration of thirty ( 30) days. 6. LIABILITIES AND OBLIGATIONS. City shall have no responsibility, risk, liability or obligation for the funding of the Plan, or for any extended liabilities of the Plan, whether resulting from the termination of the Plan or from a change to a fully or partially-insured funding method. Such responsibility, risk, liability or obligation shall reside solely with the Plan Sponsors, the Plan participants, and such other entities as are designated in the Plan. 7. INDEMNIFICATION. The Plan Sponsor agrees to indemnify and hold harmless City against any expense, loss,claim or judgment, including reasonable attorneys' fees, arising out of or resulting from City's performance of its services hereunder where AGREEMENT; Page 3. age 5 of 17 Pages Agenda Item No. City has adhered to the framework of policies, interpretations, rules, practices and procedures made or established by the Plan Sponsor. 8. INVESTMENT RECORDS. If requested by the Plan Sponsor, City shall prepare and maintain records of the investment of the Plan' s funds and assets based upon information provided to City for this purpose by the Plan Sponsor. 9. PROFESSIONAL SERVICES. Except as otherwise specifically provided in any services Exhibit attached hereto, City shall not provide any legal services to the Plan nor shall it be responsible for Providing the services of an independent accountant or auditor. In the event legal action is initiated against the Plan and/or the City, the Plan Sponsor shall defend the Plan and/or City at the sole expense of the Plan Sponsor. 10. ADDITIONAL SERVICES. Without the prior written approval from City, the Plan Sponsor shall make changes in the Plan effective only on the anniversary dates of the documents governing the Plan, unless otherwise required by applicable law or regulation. In the event such changes require additional services to be performed by City, the cost of such services shall be borne by the Plan Sponsor, and the Plan Sponsor agrees to pay such costs upon receipt of an invoice for such services from City. 11. BOOKS AND RECORDS. City shall maintain all records pertaining to the services to be performed by it hereunder. City shall disclose the information in such records only to the Plan AGREEMENT; Page 4. Page 6 of 17 Pages Agenda Item No. Sponsor, or, as designated in writing by the Plan Sponsor, to the Plan Sponsor's designee, or to a person who has obtained an order of a court of competent jurisdiction requiring such disclosure. Upon termination of this Agreement, City shall deliver to the Plan Sponsor, upon written request within a time period mutually agreeable, but in no event greater than six (6) months from the date of termination, information on all claim histories for the two ( 2) years immediately preceding the termination of this Agreement if City has provided administrative services under this Agreement, and/or all files and documents pertaining to consulting services if City has provided consulting services under this Agreement. If such information or claim histories is so requested, the Plan Sponsor agrees to pay all costs incurred by City in providing such information and records, including, but not limited to, the costs of programming, computer changes and mailing. If additional information is requested by the Plan Sponsor subsequent to the termination of this Agreement, City shall take reasonable steps to provide such information, and the Plan Sponsor agrees to pay all costs incurred by City in providing such information, including, but not limited to, the costs of programming, computer changes and mailing. City shall be entitled to retain copies of all such records at its own expense. 12. INDEPENDENT CONTRACTOR. It is understood and agreed by the parties hereto that City is engaged to perform under this Agreement as an independent contractor. AGREEMENT; Page 5. age 7 of 17 Pages Agenda Item No. 13. ASSIGNMENTS. City shall not assign nor delegate to any other person or entity the duties, obligations or responsibilities imposed upon it by this Agreement without the prior written approval of the Plan Sponsor. 14. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including the exhibits hereto and any amendments hereto, contains the entire agreement between the parties, and all prior proposals, discussions and writings by and between the parties and related to the subject matter hereof are superseded hereby. This Agreement may be modified or amended only pursuant to a written instrument executed by both parties hereto. 15. INVALIDITY. If any provision of this Agreement or any portion thereof is declared invalid or unenforceable, the remaining provisions shall nevertheless remain in full force and effect. 16. FORCE MAJEURE. Notwithstanding any provision of this Agreement to the contrary, neither City nor the Plan Sponsor shall have any liability to the other for a failure of performance resulting from any cause beyond its control. 17. ENFORCEMENT; OVERPAYMENTS. City shall have neither the responsibility nor the obligation to take any action, legal or otherwise, against the Plan Sponsor or any participant in the Plan or other person to enforce the provisions of the Plan. In the event that Plan Sponsor desires to engage the services of City for such purposes, such services shall be engaged in and rendered only pursuant to a separate written agreement between AGREEMENT; Page 6. of 17 Page:. Agenda Item No. the parties. City shall use reasonable efforts to recover any loss resulting from an error in the processing of any claim under the Plan, but shall not be required to initiate legal proceedings for such purpose. 18. EXPENSES. Except as specifically otherwise provided in this Agreement, the Plan Sponsor shall be solely responsible for normal and usual costs and expenses incurred in providing the services contemplated. City shall be responsible for paying the costs and expenses incurred in connection with the maintenance and operation of its facilities. The Plan Sponsor, unless payment is made by the Plan, shall be responsible for the payment of all costs attributable to professional services contracted for in connection with the administration of the Plan, whether contracted by the Plan Sponsor or by City at the direction of the Plan Sponsor. 19. PLAN SPONSOR. Unless the context requires otherwise, the term "Plan Sponsor" as used in this Agreement shall include corporation, partnership or other entity or individual sponsoring the Plan or trustees of the trust sponsoring the Plan serving at the time of execution of this Agreement, and shall also include the trustees serving from time to time during the term of this Agreement; provided, however, that when this Agreement calls for direction or notice to be given to City by the Plan Sponsor, City shall be absolutely protected in relying upon any direction or notice received from the person described as the Plan Sponsor in the introductory paragraph of this Agreement. AGREEMENT; Page 7. 9 of 17 Pages Agenda Item No. CITY OF IOWA PARK, TEXAS CITY OF WICHITA FALLS, TEXAS By: By: City Administrator City Manager ATTEST: ATTEST: City Clerk City Clerk AGREEMENT; Page 8. 10--_.of 17 r _ Agenda Item No. CONSULTING SERVICES EXHIBIT The City of Wichita Falls shall provide the following consulting services: 1. Provide an interlocal agreement plan. 2. Consult with Plan Sponsor regarding the requirements for a self-funded plan, including the recommendation of reasonable contribution levels, and planning services in connection with such plan. 3. Provide administrative assistance in documentation required to establish an Employee Benefit Trust Plan. Conduct quarterly Employee Benefit Trust Plan meetings at Iowa Park location. Provide Health and Dental Master Plan document. 4. Counsel, advise and suggest to the Plan Sponsor a benefit program designed to accomplish the aims of the Plan and the Plan Sponsor. Following Plan Sponsor approval of a program of benefits, if requested, market the program to prospective reinsurance carriers and negotiate with appropriate reinsurance carriers regarding appropriate coverages and services. Write, if requested, a report to the Plan Sponsor detailing the response of each of the reinsurance carriers from which City has sought proposals. 5. Provide design of employee health and dental plan booklet in camera-ready form. Cost of printing and supplies additional. AGREEMENT - CONSULTING SERVICES EXHIBIT; Page 9. Page 11 of 17 ate.... Agenda Item No. 6. Conduct annual informational meetings for employees on health and dental plan for Plan Sponsor at a Iowa Park location. 7. Assist the Plan Sponsor in obtaining proper enrollment data. 8. Consult with Plan Sponsor and design required administrative forms in camera-ready form: enrollment cards, claim forms, claim explanation of benefits, and drafts. Cost of printing and supplies additional. 9. Provide open line of communication for the Plan Sponsor management staff, employees, dependents and health care providers. 10. Provide Plan Sponsor with an evaluation to support agreement modifications such as benefit increases and decreases. 11. Apprise the Plan Sponsor of innovations and developments in the field of health and welfare plans and benefits that in City' s judgment would be helpful or of interest to the Plan Sponsor. 12. Advise the Plan Sponsor regarding the accumulation of proper reserves. 13. Apprise the Plan Sponsor of medical cost data and medical cost trends. 14. Arrange the review of marginal or questionable claims. 15. Subsequent to Plan implementation, continue to advise and counsel the Plan Sponsor on problems that arise in relation to the Plan. AGREEMENT - CONSULTING SERVICES EXHIBIT; Page 10. Page 12 of _17 Agenda Item No. ____ 16. Provide periodic training on wellness issues at Iowa Park and Wichita Falls location. 17. Provide a quarterly wellness letter for employees in camera-ready form. Cost of printing and supplies is additional. 18. Prepare annual umbrella/reinsurance bid specifications. Conduct bid process to provide recommended acceptance of bids. 19. Act as "Agent of Record" or "Broker of Record" on claims, settlements and on the following coverages: Stop Loss/Reinsurance Coverage. AGREEMENT - CONSULTING SERVICES EXHIBIT; Page 11. Page 13 of 17 Agenda Item No. ADMINISTRATIVE SERVICES EXHIBIT The City of Wichita Falls shall provide the following administrative services: 1. Respond to all telephone and mail inquiries from Plan participants regarding Plan benefits available to them and their dependents. 2. Provide information concerning the Plan benefits and participant eligibility requirements to all providers and participants based on information provided by the Plan Sponsor. 3. Receive and review claims and claim documents submitted pursuant to the Plan and verify claimant' s eligibility for benefits based on eligibility requirements and information provided by the Plan Sponsor. 4. Review and analyze all claims and determine whether the charges of health care providers submitted are within reasonable payment guidelines and/or related to diagnostic related groups, preferred provider organization agreements or other industry standards. 5. Provide pre-determination materials on specific diagnosis as requested. 6. Provide administrative claims screen and administrative claims audit. 7. Provide Second Surgical Opinion Administrative Review. 8. Provide Out-Patient Surgery Process administrative review. AGREEMENT - ADMINISTRATIVE SERVICES EXHIBIT; Page 12. age 14 of 17 Pages Agenda Item No. 9. Correspond with claimants if additional information is needed for processing their claims. 10. Ascertain from claimants whether other coverage, such as other benefit plans, insurance plans, health maintenance organizations and government-sponsored plans exist, which might pay the claim in whole or in part. 11. Process, issue and distribute checks, drafts, and explanations of benefits to Plan participants, hospitals, doctors, Plan Sponsor, or others as applicable, and document such disbursements. 12. Notify claimants in writing of claims determined to be ineligible, indicating the reasons for such determinations. 13. Provide the Plan Sponsor with the following claims reports in accordance with the City's standard procedures and schedules: A. Claim analysis by line of coverage and total B. Claim list by participant C. Coordination of benefits savings D. Incurred claim lag study E. Claims pending reports F. Cash transaction register G. Report to Internal Revenue Service regarding to health providers 14. Attend meetings with Plan Sponsor as reasonably requested by Plan Sponsor and as necessary for proper administration of the Plan. AGREEMENT - ADMINISTRATIVE SERVICES EXHIBIT; Page 13. Page 15 of 17 Page Agenda Item No. FEE ffiHIBIT The fee payable to City for the services performed under this Agreement to which this exhibit is attached shall be as follows: a. A one-time installation fee of Five Hundred 500.00) Dollars, payable upon the execution of this agreement. b. An annual processing fee of Ten Thousand 10,000.00) payable upon the execution of this agreement. c. A monthly fee equal to Three Dollars and 50/100 ( $3.50) Dollars per plan participant per month. A plan participant shall include all employees, their dependents, retirees, their dependents, and those covered by COBRA, and their dependents. City is authorized to deduct its monthly fee from a Plan account immediately after the amount of such fee for any month has been determined; provided, however, that if the Plan Sponsor so requests in writing, City shall provide a statement for such fees to the Plan Sponsor, which shall pay such fees to City on or before the fifth business day after receipt of such statement. From the date fees are due until paid, the Plan Sponsor shall pay or cause the Plan to pay interest on past-due amounts at the rate of one and one- half percent per month ( 18% per annum) or at the maximum rate allowed by law, whichever is less. Page 16 of 17 Pages AGREEMENT - FEE EXHIBIT;Agenda Item No. Page 14. City may adjust the foregoing monthly fee effective on any anniversary date of this Agreement, or, after the first anniversary date of this Agreement, effective on the first day of any month, provided that City shall have given the Plan Sponsor at least thirty ( 30) days written advance notice of its intent to effect such an adjustment, which notice shall state the amount and effective date of such adjustment. If after the termination date of this Agreement, City continues to process run-off claims, City's fees for such services shall be an amount equal to the amount calculated in accordance with Clause (b) of the first paragraph of this Fee Exhibit with respect to such run-off, unless City shall have given the Plan Sponsor at least thirty ( 30) days written advance notice of its intent to effect an adjustment in the rate or amount utilized in making such calculation, in which case such adjusted rate or amount shall be utilized in determining City' s fees for it serves with respect to run-off claims. age 17 of 1 7 Pages AGREEMENT - FEE EXHIBIT; Agenda Item No. Page 15.