Morris Associates/Health Plan ~.~,~ ~m:^~,~o~ APPROVED AS TO FORM BY ~-~
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made effective the
first day of January, 2004, between the City of Carmel, Indiana ("City"), acting by and through
its Board of Public Works and Safety ("Board"), and Edward B. Morris Associates, Inc. ("TPA"),
an Indiana corporation.
Recitals
WHEREAS, the City has adopted the City of Carmel Employee Health Benefit Plan (the
"Plan"), which provides health insurance benefits to eligible employees, as set forth in the Plan;
and
WHEREAS, the City has designated the Board as the Plan Administrator ("Plan
Administrator"), with full responsibility for the operation of the Plan; and
WHEREAS, the Board requires assistance in the day-to-day administration of the Plan;
and
WHEREAS, Edward B. Morris Associates, Inc., is an experienced third party
administrator ("TPA") of self-insured health plans; and
WHEREAS, the Board desires to engage Edward B. Morris Associates, Inc., as an
independent contractor to provide the professional services of TPA.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants
and conditions set forth herein, the Board and Edward B. Morris Associates, Inc., mutually agree
as follows:
SECTION I
The foregoing recitals are incorporated herein by this reference.
2.1
2.2
2.3
2.4
2.5
2.6
SECTION II
Duties of the Plan Administrator
The Plan Administrator is responsible for establishing the benefits available under the
terms of the Plan, as well as the procedures set forth in the Plan for determination of
eligibility, payment of claims and review of claim payment and eligibility determinations.
The Plan Administrator maintains all discretionary control and authority over the Plan
and its administration.
The Plan Administrator may amend the Plan from time to time in its discretion or as
required by law.
The Plan Administrator shall provide TPA with a signed copy of each amendment to the
Plan.
The Plan Administrator acknowledges that every amendment to the Plan should be
reviewed and approved by the Employer's stop-loss carrier, and that doing so may affect
the availability of the City's stop-loss coverage for those changes.
The TPA shall be responsible for administering the Plan in accordance with a plan
amendment no more than thirty (30) days after the date on which the TPA is provided
with a copy of the amendment and any necessary adjustment in fees has been agreed upon
by the Plan Administrator. A time period shorter than thirty (30) days may be agreed to
by both parties, on a case-by-case basis.
The Plan Administrator may, in its discretion, employ the TPA to prepare amendments to
the Plan under the terms set forth in Section 3 of this Agreement.
The Plan Administrator shall collect all contributions made to the Plan and maintain these
contributions in the City Medical Escrow Fund for the sole purpose of paying the Plan's
reasonable administrative expenses and claim costs.
The Plan Administrator shall authorize payment of such claims and expenses as are
properly due in connection with the Plan.
The Plan Administrator shall provide the TPA with a complete list of all employees and
their dependents who are eligible for benefits under the Plan. The Plan Administrator
shall provide written notice to the TPA of all changes to the list, whether by reason of
new hire, termination, change in status or other~vise, as they occur.
The Plan Administrator shall adopt a procedure for the enrollment of eligible employees
in the Plan, and provide all necessary assistance in the enrollment process.
2.7
2.8
2.9
The Plan Administrator shall prepare and distribute all materials and documents as may
be necessary or convenient for the proper administration of the Plan, or to satisfy legal
requirements. Such materials and documents include, but are not limited to, plan
descriptions, enrollments forms, change forms, claim forms and periodic reports. The
Plan Administrator may delegate the responsibility for preparing and distributing such
materials and documents to TPA, but retains the fiduciary responsibility to satisfy any
legal notice requirements.
The Plan Administrator shall delegate day-to-day review and payment of claim
submissions to TPA; however, the Plan Administrator maintains discretionary authority
with regard to all payment of benefits under the terms of the Plan. The Plan
Administrator will respond to all appeals with respect to denial of benefits according to
the procedure outlined in the Plan.
The Plan Administrator shall comply with all medical privacy and electronic transaction
regulations promulgated under the Health Insurance Portability and Accountability Act
(HIPAA) on or before the effective date of those regulations, and with the provisions of
the Electronic Signatures in Global and National Commerce Act in providing electronic
eligibility and claims information.
2.10 The Plan Administrator shall transmit any inquiries pertaining to the Plan to the TPA.
3.1
3.2
3.3
3.4
SECTION III
Duties of the Third Party Administrator
The TPA shall process claims and perform the other duties and responsibilities delegated
to it by this Agreement, to the best of its professional ability and in conformance with
industry standards.
The TPA shall provide the Plan Administrator with consultation, advice and assistance
regarding Plan design, regulatory compliance, insurance industry standards and other
issues within the TPA's area of experience and expertise. However, the Plan
Administrator remains the Plan fiduciary, and as such, remains responsible to ensure the
Plan's compliance with applicable laws and regulations.
The TPA shall assist the Plan Administrator in making determinations of eligibility and
maintain up-to-date eligibility records for the Plan, using information provided by the
Plan Administrator. The TPA shall notify the prescription drag network provider and the
vision network provider of employees and/or their dependents who are newly eligible for
benefits, or whose coverage has been canceled.
The TPA shall process valid claims under the Plan, arrange for the payment thereof, and
notify the Plan Administrator in writing of the need to issue a check or draft in payment
3.5
3.6
3.7
3.8
3.9
of claims. The TPA shall honor any assignment of benefits of a person eligible for
benefits under the Plan to any person or institution that is a proper and qualified assignee
under the terms of the Plan.
If, at any time, claims cannot be released by the TPA for payment due to the Plan
Administrator's lack of funding, the TPA will notify the Plan Administrator in writing of
said delinquency. The Plan Administrator is responsible for notifying participants of the
Plan Administrator's lack of funding and its inability to meet its obligation to pay claims.
The TPA shall not be liable for, nor advance any funds on account of, any failure or
refusal by the Plan Administrator to pay any claim for benefits according to the terms of
the Plan. Nor shall the TPA be considered in any way a fiduciary, plan administrator,
insurer or underwriter of benefits under the Plan.
The TPA shall comply with all medical privacy and electronic transaction regulations
promulgated under the Health Insurance Portability and Accountability Act of 1996
(HIPAA) on or before the effective date of those regulations, and with the provisions of
the Electronic Signatures in Global and National Commerce Act in accepting electronic
eligibility and claims information.
If the facts of any claim do not entitle the participant to receive benefits under the Plan,
the TPA shall deny benefits and inform the participant of the reason for the denial. If
appealed, the TPA shall review the claim and present its findings to the Plan
Administrator for final determination. The Plan Administrator is solely responsible for
determining a participant's entitlement to benefits under the Plan.
The TPA shall provide a written monthly billing notice outlining all administrative
expenses of the Plan itemized on a per-participant basis, including adjustments from
previous months. Such billing notice shall also include stop-loss premiums, vision
premiums and such other payments as the TPA has agreed to make on behalf of the Plan
Administrator.
The TPA shall notify the Plan Administrator within thirty (30) days or as soon as
reasonably possible after the date on which reasonable incidental expenses are incurred
by the TPA performing its obligations under this Agreement. The Plan Administrator
shall be responsible for these reasonable expenses, including, but not limited to,
reasonable fees charged for medical reports, second opinions, attending physician
statements and audits and similar documentation needed by the TPA to administer the
Plan.
The TPA shall prepare all employee and dependent identification cards for those persons
covered by the Plan at the implementation of this Agreement, or as required thereafter by
the Plan Administrator. The TPA will also supply identification cards to all new
employees, and replacement or additional cards as needed to employees and their covered
dependents.
4
3.10 The TPA will prepare, at the Plan Administrator's direction, the following amendments
to the Plan at no additional charge to the Plan Administrator:
a) one (1) amendment in conjunction with each Plan anniversary;
b) all Plan amendments necessitated by changes in applicable law;
c) all Plan amendments necessitated by the TPA's failure to include a change to the
plan document that was requested in writing by the Plan Administrator prior to the
date the Plan Administrator accepted the plan document or any amendment(s)
thereto;
d) all Plan amendments requested in writing by the Plan Administrator within the
twelve (12) months immediately following the date the Plan Administrator accepted
the plan document, but not to exceed a total of two (2) such amendments during the
twelve (12) month period.
All other amendments requested and prepared at the written instruction of the Plan
Administrator will be subject to an administrative fee as delineated on the attached fee
schedule.
3.11 The TPA shall timely provide the following written reports to the Plan Administrator:
a) Check Register (monthly)
b) Claims Account Reconciliation (monthly)
c) Monthly Medical Claims Report (monthly)
d) Specific Stop-Loss Analysis (monthly as required)
e) Master Employee List (monthly)
Upon written request, the TPA will provide the Plan Administrator with additional
reports not listed. The charge for such reports is specified in the attached fee schedule.
3.12 The TPA shall timely provide the following administrative forms and/or supplies, and
such other standard forms as are necessary for the administration of the Plan:
a) Employee Benefit Enrollment Forms
b) Notice of Enrollment Rights
c) Request for Change Forms
3.13
3.14
3.15
3.16
3.17
3.18
3.19
c) Dependent Verification of Eligibility Forms
d) Medical Claim Forms
e) Dental Claim Forms
The charge for administrative forms and/or supplies not shown above and requested by
the Plan Administrator shall be negotiated on a case-by-case basis. Should the provider
(if other than the TPA) charge for those forms or supplies, the TPA will use its best
efforts to obtain pre-approval of these expenses from the Plan Administrator whenever
possible.
The TPA shall obtain verification of full-time student status for overage dependents twice
each year, and update eligibility records accordingly.
The TPA shall assist the Plan Administrator by relaying necessary claim information and
documentation to the stop-loss cartier on the Plan Administrator's behalf when such
information is required as the basis of a reimbursement under the City's stop-loss policy.
The Plan Administrator hereby affirms that all funds necessary to pay for services and
supplies as required by the stop-loss carrier will be paid to the TPA prior to the filing of a
stop-loss claim.
The TPA shall assist the Plan Administrator with the purchase of insurance policies to
provide any of the benefits provided for in the Plan, or policies of stop-loss insurance or a
similar type of insurance to protect the Plan.
The TPA shall forward premiums and/or fees paid for the City's stop-loss coverage and
for employees' prescription drug coverage and vision coverage to the companies
providing such coverage. The TPA shall also forward fees paid for network access and
broker services.
To the extent of information available to the TPA and within the scope of its professional
ability and responsibilities, the TPA shall provide the Plan Administrator with
information required for the preparation and filing of any required reports or returns for
any federal or state government or political subdivision thereof. This Agreement does not
include the preparation or filing of such report or returns by the TPA on behalf of the Plan
Administrator.
The TPA shall transfer to the Plan Administrator, at Plan Administrator's expense, all
records relating to the investigation, processing, and payment of all applications for
benefits upon termination of this Agreement.
The TPA shall provide review and precertification of all elective hospital admissions, as
specified by the Plan. The participant is responsible for initiating the precertification
6
3.20
3.21
3.22
3.23
process. The TPA may assess a penalty, as specified by the Plan, for a participant's
failure to precertify.
The TPA shall monitor a patient's progress throughout a hospital stay (concurrent review)
to ensure that each day of confinement is medically necessary and that discharge is not
unnecessarily delayed.
The TPA shall provide retrospective and concurrent review of all emergency and urgent
hospital admissions.
The TPA shall provide large case management in cases of chronic illness or catastrophic
injury, to ensure that all available resources are being considered to maximize treatment
and recovery.
The TPA shall use its best efforts to identify claims in which the City may have a
subrogation interest. Once a claim w/th a potential subrogation interest is identified, the
TPA shall put the Plan Administrator and/or its attorney on notice of the City's interest,
and assist the Plan Administrator by providing the Plan Administrator and/or its attorney
with all information that TPA receives that is related to a pending subrogation claim.
4.1
4.2
SECTION IV
Cost of Administration
The TPA shall be entitled to reasonable fees for its services to the Plan Administrator,
payable on a monthly basis, in accordance with the Fee Schedule attached hereto as
Appendix A. The fee schedule shall be effective for a period of twelve (12) months from
the effective date of this Agreement, unless the Plan Administrator requests additional
administrative services from the TPA that are not included in this Agreement and/or fee
schedule. In such case, the fee schedule may be amended by the mutual written consent
of both parties. The TPA cannot guarantee that third party vendor fees contained on the
fee schedule will not change during that twelve (12) month period. In the event that a
vendor fee changes during that twelve (12) month period, the TPA will provide Plan
Administrator with notice of that change as soon as practicable after notification of the
change is received by the TPA.
If, at any time, funds are due for the payment of fees and/or premiums and the Plan
Administrator has not paid such fees and/or premiums as of their due date, the TPA shall
give the Plan Administrator written notice of delinquency. If the Plan Administrator does
not correct said delinquency within fifteen (15) days from the date of receipt of the
written notice, the Plan Administrator hereby authorizes that such fees and/or premiums
be withheld by the TPA from any funds available. The TPA shall immediately report
such withholding in writing to the Plan Administrator.
7
4.3
The Plan Administrator shall have the sole authority to purchase any insurance contract or
annuity policy to provide benefits or compensate the City under the Plan. The Plan
Administrator acknowledges that the TPA may be compensated by an insurance company
on a commission basis for the sale of such insurance contract or armuity policy. The Plan
Administrator further acknowledges that the TPA may receive additional compensation
from an insurance company for administrative services rendered by it on behalf of the
insurance company.
5.1
5.2
5.3
SECTION V
Termination of Agreement
This Agreement may be terminated by either the Plan Administrator or the TPA, with or
without cause, upon a minimum of thirty (30) days advance written notice of intention to
tenminate given to the other party, to be effective as of a date certain set forth in the
written notice. All obligations of the TPA related to payment of claims and its ministerial
functions under this Agreement will be terminated and extinguished on the effective date
of termination given in the notice, whether or not the claim for such benefits arose prior
to termination of this Agreement. However, additional services may be performed after
the effective date of termination if both parties agree to such services in writing. The
writing shall include the scope and duration of those services, as well as the fee to be
charged for those services by the TPA.
In the event that the TPA ceases doing business as a TPA and has provided the Plan
Administrator with the notification required above, the TPA will provide assistance to the
Plan Administrator to the extent feasible in obtaining similar services with another TPA.
This Agreement may be terminated immediately by the Plan Administrator or the TPA if
it is found that the other party has: a) fraudulently withheld or willfully neglected to
disclose any material information related to this Agreement which directly impacts either
parties' duties, responsibilities or liability under the Agreement; or, b) filed for
bankruptcy.
The TPA may terminate this Agreement if the Plan Administrator has not paid the TPA
for its services within thirty one (31) days from the due date of any scheduled billing, for
and to the extent the billing amount is not the subject of a bona fide dispute between the
parties. All such disputed and unpaid amounts subsequently determined to be duly
payable to the TPA shall be subject to interest as permitted by applicable law. The TPA
will notify the Plan Administrator via certified mail of termination of this Agreement due
to non-payment at least fifteen (15) days prior to the effective date of the termination. It
is the Plan Administrator's responsibility to notify all Plan participants of the termination.
If this Agreement has been terminated due to non-payment, the Plan Administrator may
apply for reinstatement. Such request for reinstatement must be made to the TPA in
writing no later than fifteen (15) days from the date of termination and must include
5.4
5.5
payment for all past due fees, plus the actual itemized costs associated with the
reinstatement.
Should the Plan Administrator fail to pay any scheduled premium by its due date, the
TPA shall not be held liable for the termination of any stop-loss, vision or other insurance
contract if the carrier, according to its policy provisions, terminates such coverage due to
the non-payment of premiums.
Upon termination of this Agreement by either party, the TPA shall, within thirty (30) days
after completion of all claims processing activities, deliver all claim files to the Plan
Administrator, provide for a settlement of all monies due to the TPA, and return to the
Plan Administrator all monies not disbursed. The TPA shall also prepare and deliver all
records, files, reports and other Plan documentation necessary to effect a smooth
transition of administrative responsibilities. The cost of these services provided by TPA
shall be agreed upon in advance by both parties.
The COBRA Administration, HI, AA Administration, Reimbursement Account
Administration and/or Morris Online services provided pursuant to this Agreement may
each be terminated in accordance with the provisions in the applicable Appendix without
terminating the remainder of the services provided hereunder. This Agreement shall
otherwise remain in full force and effect.
6.1
6.2
6.3
6.4
SECTION VI
Miscellaneous Provisions
Representation and Warranties. The City of Carmel and Edward B. Morris Associates,
Inc., represent and warrant that they are authorized to enter into this Agreement, and that
the persons or entities executing the Agreement have the authority to bind the party that
they represent.
Entire Agreement. This Agreement represents the entire understanding between the City
of Carmel and the Edward B. Morris Associates, Inc. with respect to the subject matter
hereof, and supersedes all prior negotiations, representations and/or contracts, either oral
or written, regarding same.
Prior Agreements. This Agreement contains all of the agreements of the parties hereto
with respect to the subject matter hereof, and no prior agreement, understanding or
representation regarding same shall be effective for any purpose.
Limitation of LiabiliW. Neither party hereto shall incur liability to the other or the other's
employees for any act or failure to act under this Agreement, except in the case of
negligence or willful misconduct. The Plan Administrator shall hold the TPA harmless
from any claims and all costs, expenses or legal fees incurred in connection with any
claims asserted by the Plan's participants or other persons or entities that may assert a
6.5
6.6
6.7
6.8
6.9
6.10
claim against the TPA, unless such claim is the result of TPA's negligence or willful
misconduct.
Term. This Agreement shall be effective for a period of twelve (12) months and will be
automatically renewable each twelve (12) months thereafter unless amended in
accordance with Section 6.6 or terminated in accordance with Section 5. The fee
schedule set forth in Appendix A shall be effective for a period of twelve (12) months
from the effective date of this Agreement unless earlier amended in writing by mutual
consent of the parties
Amendment of Agreement. This Agreement may be amended by the Plan Administrator
and the TPA at any time by mutual written consent of both parties.
Dispute Resolution. In the event of any dispute, claim, question or disagreement arising
from or relating to this Agreement or the breach thereof, the parties hereto shall use their
best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall
consult and negotiate with each other in good faith and, recognizing their mutual
interests, attempt to reach a just and equitable solution satisfactory to ail parties. If they
do not reach such solution within a period of 60 days, then, upon notice to all parties, the
dispute, claim, question or disagreement shall be submitted to arbitration pursuant to the
Commercial Arbitration Rules of the American Arbitration Association located in
Indianapolis, Indiana. The parties agree that all arbitration proceedings and hearings shall
take place in Indianapolis, Indiana and to the extent not preempted by federal law, Indiana
statutory and con*unon law shall control during arbitration. To the extent the claim,
dispute, question or disagreement is preempted by federal law, those disputes shall be
controlled by the federal statutory and common law applicable in the jurisdiction of the
Southern District of Indiana. Arbitration, or another form of alternative dispute
resolution mutually agreed upon by the parties is a prerequisite to the filing of any lawsuit
based upon this Agreement or the actions of the parties pursuant thereto.
Attorney Fees. In any action between the parties arising out of this Agreement, whether
that action be alternative dispute resolution or litigation, the prevailing party shall be
entitled to an award of reasonable attorney fees, costs and expenses.
Insurance. The TPA shall procure and maintain with an insurer licensed to do business in
Indiana and reasonably acceptable to the City insurance for protection from claims for
damages because of errors and omissions The coverage amounts shall be no less than
those amounts set forth in Appendix B, which is attached hereto. Upon request, the TPA
shall submit a certificate to the City evidencing the insurance coverages required
hereunder.
Binding Effect. The City and the TPA and their respective partners, successors,
executors, administrators, assigns and legal representatives of each are bound by this
Agreement to the other party to this Agreement and to the parmers, successors, executors,
administrators, assigns and legal representatives of such other party in all respects of all
covenants, agreements and obligations of this Agreement.
10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
Assignment. In the event of the TPA's resignation, termination or inability to serve, the
City may appoint a successor to the position.
Relationship. The relationship of the parties hereto shall be as provided for in this
Agreement, and the TPA shall in no fashion be deemed to be an employee of the City. In
that regard, the TPA and all of its employees shall not be employees of the City.
Furthermore, the TPA shall have all responsibility to pay to or for its employees all
statutory benefits and obligations, and any other benefits or obligations at its discretion.
No Third Party Beneficiaries. Nothing contained herein shall be construed to give any
rights or benefits hereunder to anyone other than the City or the TPA.
Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Indiana and all municipal ordinances and codes of the City of
Cannel, Indiana, as the same shall be in full force and effect upon the effective date of
this Agreement.
Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable by a court of competent jurisdiction, the provision shall be stricken, and all
other provisions of this Agreement that can operate independently of such stricken
provision shall continue in full force and effect.
Waiver. The delay or partial inaction on the part of the City or the TPA in exercising or
pursuing their rights and remedies provided hereunder or by law shall not operate to
waive any such rights or remedies.
Discrimination Prohibition. TPA represents and warrants that it and its professionals
shall comply with all existing laws of the United States and the State of Indiana
prohibiting the discrimination against any employee or applicant for employment or
subcontract work in the performance of any work contemplated by this Agreement with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment or subcontracting on the basis of race,
religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or
Vietnam era veteran status. The City reserves the right to collect a penalty as provided in
IC 5-16-6-1 for any person discriminated against.
Headings. All headings and sections of this Agreement are inserted for convenience only,
and do not form part of this Agreement or limit, expand or otherwise alter the meaning of
any provisions hereof.
Appendices. All appendices and/or exhibits referenced herein, whether marked
"Appendix", "Exhibit", or some other title, shall be considered part of this Agreement.
6.20 Photocopies. A photocopy of this Agreement shall be as valid as the original.
11
6.21
Notice. The TPA shall not be bound by any communication until it has been received at
its office at:
Edward B. Morris Associates, Inc.
P.O. Box 50440
Indianapolis, 1N 46250-0440
or at such other address as it has specified to the Plan Administrator in accordance with
this subsection.
The Plan Administrator shall not be bound by any communication until it has been
received at its office at:
City of Carmel
One Civic Square
Carmel, IN 46032
ATTN: Barbara Lamb, Director of Human Resources
or at such other address as it has specified to Edward B. Morris Associates, Inc., in
accordance with this subsection.
Remainder of page is intentionally left blank.
12
IN WITNESS WHEREOF, the parties hereto have made and executed this agreement on the date
affixed below.
TPA: EDW ,ARDZMORRI/~SSOCIATES, INC.
Title: ~c-t s,d't-M
^t est:_O
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
James Brainard, Presiding Officer
Ann ke, Do emoer
~ Cordray, IAM~ Qlerk-Zreasurer
Date
Date
Sandr~ M. Johnson~
Deputy Clerk for
APPENDIX A
Fee Schedule
Monthly Fees per Participant
Administration Fee (Basic) ............................................................................ Included
Administration Fee (Medical) ............................................ i .............................. $13.85
Administration Fee (Dental) ................................................................................ $1.83
Administration Fee (Vision) ................................................................................ $0.35
Underwr/ting Fee ................................................................................................. $2.25
Consultant Fee .................................................................................................... $2.50
Morris Online ...................................................................................................... $1.00
Cost Containment Fee ........................................................................................ $2.35
Cobra/HIPAA Administration* .......................................................................... $1.50
Prescription Discount Card Fee ..................................................................... Included
Preferred Provider Organization (Sagamore) ...................................................... $3.75
Section 125 Administration Fee ........................................................................... $5.25
*Plus $2.25 for each certificate of coverage issued in connection with a COBRA
notice and $2.50 for any other certification of coverage.
Additional Fees
Case Management Fee ...................................................................... $100.16/per hour
Medical Plan Implementation Fee (One Time Fee) ....................................... $3000.00
Section 125 Implementation Fee (One Time Fee) ........................................... $550.00
Section 125 Annual Review (Annually) .......................................................... $350.00
Amendment Preparation (subject to Section 3.5 of the Agreement) .............. $200.00
Special Reports Programming Fee ...................................................... $85.00 per hour
ID Card Production Due to Plan Changes, changes by Vendors,
or changes requested by the Plan Administrator ............................... $1.00 per card
The administration fees shown above include the administration of the following benefits:
Medical, Prescription Drug Card, Dental, Vision and Section 125.
The administration, Morris Online and cost containment fees shown above will be guaranteed
for a period of one (1) year from the date of this Agreement.
All other fees shown above may be changed at any time by the firm being utilized to provide
such services. Notification of such fee changes will be conveyed to the Plan Administrator as
soon as reasonably possible.
The cost of printed booklets and other non-standard supplies shall be as charged by the
supplier, or as mutually agreed between the parties.
14
APPENDIX B
Insurance Coverages
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit (any one person):
Statutory Limits
$100,000 each employee
$100,000 each accident
$500,000 policy limit
$500,000
$500,000
$500,000
$100,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Medical Payments Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$5,000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,000
APPENDIX C
Plan Administrator's Authorization
The Plan Administrator designates the following person(s) as authorized to:
a) Request and execute changes to the Plan.
b) Request and authorize payment of claims.
c) Receive information from, and relay information to, the TPA regarding billing and claims
funding.
d) Receive information from the TPA pertinent to the Plan's operation regarding any
individual's eligibility, claim for benefits or health status.
The following items (e) and (f) should only be designated if your account is accessing the Morris
Online Services Package:
e)
Employer Global Administrator: Overall responsibility for group's on-line system
maintenance and structure. Includes maintenance of group's profile, enrollment routings,
users and subscriptions, and employer administrators. Can also rename employer
programs and/or services. Includes all Program Administrator functions.
Employer Program Administrator: Responsible for limited on-line program and/or
services. Includes maintenance of employer documents, announcement and discussion
boards; processing enrollment forms; managing subscriptions for a given program; and
submission of Express Requests on behalf of employees.
Barbara A. Lamb Director of Human Resources
Please check the applicable boxes below
to assign the corresponding authorization.
Name Title
2. Brenda Cook Office Administrator
Name
Title
Sallie
Title
Name Title
APPENDIX D
Morris Online Services
InternetAccess
In addition to the duties of the Third Party Administrator outlined in Section III of the Agreement
executed by and between TPA and Plan Administrator, TPA hereby covenants and agrees to
provide the following services requested by the Plan Administrator:
TPA agrees to provide Employer's eligible participants on line access and use of the
licensed software and related database that is the subject of the Agreement between TPA
and HealthxTM. The licensed software will provide access to individual claims
information and other individual data related to Employer's welfare benefit plan ("Health
Data"), at the discretion of the Plan Administrator.
TPA shall assist HealthxTM in updating the Health Data available on the database on a
weekly basis. Transfer of the Health Data shall be via electronic mail, encrypted to
ensure security and confidentiality of individual health information.
Limitations on services provided pursuant to this Appendix are as follows:
a) Eligibility data will not be available for COBRA participants.
b) Terminated participants' Health Data shall be available through this service for
not longer than six (6) months following the participants' final termination date.
c) Claims data will be updated pursuant to the terms of paragraph two (2) above, but
only after claims have been funded by Plan Administrator and released by TPA
for payment to the provider.
Plan Administrator acknowledges that if Plan Administrator or any of its individual
participant's misuse or abuse the Licensed Software, HealthxTM at its sole discretion may
deny access to the Employer or the individual participant responsible for the misuse or
abuse. Should the Plan Administrator be denied access to HealthxTM pursuant to this
provision, services under this Appendix shall be terminated immediately, and Employer's
liability for payment of fees shall terminate at the end of the month in which the
termination is effective. Denial of an individual participant's access due to misuse or
abuse of the Licensed Software shall not alter the obligation of Plan Administrator and
TPA pursuant to this Appendix.
TPA shall provide Plan Administrator with a written copy of any roles and regulations
regarding the licensed software so Plan Administrator and Plan participants can make
17
reasonable efforts and take reasonable care to avoid the misuse or abuse of the licensed
software.
TPA expressly disclaims any warranties related to the services provided by HeaithxTM.
Specifically, TPA does not warrant that the licensed software wilt operate uninterrupted
or error free or that the functionality of the licensed software will meet the Employer's
requirements, or that any website or server is free of viruses or other harmful components.
TPA makes no warranties of any kind whatsoever as to the results that Plan Administrator
or its participants will obtain from relying upon the services provided by HealthxTM. Plan
Administrator expressly agrees that TPA will not be liable to Plan Administrator or any
third party for any losses, damages, or liabilities of any nature whatsoever on account of
or associated with the services rendered pursuant to this Appendix, or the use of the
licensed sofavare or other activities arising from this service, unless caused by the willful
misconduct of TPA.
Either party may terminate this Appendix for any reason or no reason upon thirty (30)
days written notice to the other party.
Should HealthxTM terminate its Agreement with TPA for any attempted violation of
HealthxTM proprietary rights in the Licensed Software or the confidentiality provisions of
that Agreement, this Appendix shall terminate immediately.
The TPA shall be entitled to a fee for its services to the Plan Administrator under this
Appendix, which shall be payable on a monthly basis and is set forth in the Fee Schedule
that is Appendix A of this Agreement. The fee includes the following services:
[] Access to Paid Claims Information
[] Access to Explanation of Benefits (EOB)
[] Access to Eligibility Infomqation
[] Em'ollment Services (Forms Based Enrollment with One Standard
Enrollment Form)
[] Enrollment Serv'ices (Rules Based Enrollment with Online/
Telephone Enrollment)
[] Health Search- Library of Medical Information
[] Express Request - Q & A to Morris Associates
[] Content Management System - Posting of Documents
[] E-Mail
[] Human Resources Portal - Hun~an Resources Information
9. Except as expressly provided herein, this Appendix shall be governed by the terms contained
in Section VI of the Agreement between Plan Administrator and TPA.
18
APPENDIX E
COBRA Management
In addition to the duties outlined in Sections 11 and 11I of the Agreement executed by and between
TPA and Plan Administrator, TPA and Plan Administrator hereby agree to the following with
respect to administration of the Consolidated Omnibus Budget Reconciliation Act (COBRA):
1.1
1.2
1.3
Section I
The Plan Administrator
As of the effective date of the Agreement, the Plan Administrator shall provide the TPA
with a complete list of all employees of the Plan Administrator and their dependents,
who are potentially eligible for benefits under COBRA.
The Plan Administrator shall provide the TPA with written notification of a qualifying
event affecting an employee and/or dependent covered under the Plan. Notice of
qualifying event shall be provided within seven (7) calendar days after the Plan
Administrator becomes aware of the qualifying event. The written notice shall include the
employee's and/or dependent's name(s), last known address, date of termination or
qualifying event, the date the Plan Administrator was notified of the qualifying event, and
the reason for the qualifying event.
The Plan Administrator shall provide the TPA with the appropriate COBRA rates to be
charged to qualified beneficiaries.
Section II
The Third Party Administrator
2.1 Upon written notification from the Plan Administrator that a qualifying event has
occurred, the TPA shall send a notice of eligibility and a continuation election form to the
eligible participant within seven (7) calendar days of the notification.
2.2 The TPA shall, upon receipt of a completed election form, advise the Plan Administrator
of the participant's decision and, if required, prepare a billing statement reflecting the
COBRA rate for the coverage selected.
2.3 The TPA shall include, on the monthly billing report, the name of qualified beneficiary
(employee and/or dependent).
2.4 The TPA shall process and pay valid claims for COBRA participants.
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2.5
2.6
The TPA shall receive all COBRA payments on behalf of the Plan Administrator and
make the appropriate disbursements on a monthly basis as directed by Plan
Administrator.
The TPA shall maintain records of COBRA eligibility, and terminate coverage when
eligibility ends or when a participant fails to make a payment.
3.1
Section III
Cost of Administration
The TPA shall be entitled to a fee for its services to the Plan Administrator under this
Appendix, which shall be payable on a monthly basis and is set forth in the Fee Schedule
that is Appendix A of this Agreement. In addition, TPA shall be entitled to collect a fee
from COBRA participants that is 2% of the appropriate COBRA rates as permitted by
applicable law.
4.1
4.2
Section IV
Termination of Appendix
This Appendix may be terminated by either the Plan Administrator or the TPA without
cause and without liability to the Plan Administrator or the TPA for damages for breach,
by written notice of intention to terminate given to the other party, to be effective as of a
date certain set forth in the written notice, which shall not be less than thirty (30) days
from the date of such notice. All obligations of the TPA will be terminated on the
effective date of termination given in the notice.
This Appendix will automatically terminate:
a) If any law is enacted or interpreted to prohibit the continuation of this Appendix, upon
the effective date of such law or interpretation.
b) If at any time the TPA fails to perform its obligations hereunder, upon notification by
the Plan Administrator to the TPA in writing and such non-performance is not
corrected within fifteen (15) days of receipt of such notice.
5.1
Section V
Miscellaneous Provisions
Except as expressly provided herein, this Appendix shall be governed by the terms
contained in Section VI of the Agreement between Plan Administrator and TPA.
20
APPENDIX F
The Health Insurance Portability And Accountability Act Of 1996 (HIPAA)
In addition to the duties outlined in Sections II and III of the Agreement executed by and between
TPA and Plan Administrator, TPA and Plan Administrator hereby agree to the following with
respect to administration of the creditable coverage provisions of the Health Insurance Portability
and Accountability Act of 1996 (HIPAA):
1.1
1.2
Section I
The Plan Administrator
The Plan Administrator shall inform participants of their rights and obligations under
I-IIPAA.
The Plan Administrator shall assist the TPA in obtaining Certificates of Creditable
Coverage for new participants.
2.1
2.2
2.3
Section II
The Third Party Administrator
ha performing its HIPAA administration function, the TPA shall evaluate Certificates of
Creditable Coverage, or other forms of acceptable evidence of creditable coverage, that
are submitted by eligible participants, and determine whether the Plan's pre-existing
condition limitations have been satisfied. Such certificates shall be submitted to the TPA
by either the Plan Administrator or the Participant.
The TPA shall advise new participants if the Plan's pre-existing condition limitations will
apply to them, and for how long.
The TPA shall issue Certificates of Creditable Coverage for terminated Plan participants,
as prescribed by applicable federal regulations.
3.1
Section III
Cost of Administration
The TPA shall be entitled to a fee for its services to the Plan Administrator under this
Appendix, which shall be payable on a monthly basis and is set forth in the Fee Schedule
that is Appendix A of this Agreement.
21
4.1
SECTION IV
Termination of Appendix
This Appendix may be terminated by either the Plan Administrator or the TPA without
cause and without liability to the Plan Administrator or the TPA for damages for breach,
by written notice of intention to terminate given to the other party, to be effective as of a
date certain set forth in the written notice, which shall not be less than thirty (30) days
from the date of such notice. All obligations of the TPA will be terminated on the
effective date of termination given in the notice.
5.1
SECTION V
Miscellaneous Provisions
Except as expressly provided herein, this Appendix shall be governed by the terms
contained in Section VI of the Agreement between Plan Administrator and TPA.
22
APPENDIX G
Reimbursement Account Administration
(for Section 125 Plans}
In addition to the duties outlined in Sections II and llI of the Agreement executed by and between
TPA and Plan Administrator, TPA and Plan Administrator hereby agree to the following with
respect to administration of medical and dependent care reimbursement accounts:
1.1
1.2
1.3
Section I
The Plan Administrator
The Plan Administrator shall provide the TPA annually with a list of participating
employees, and update such list as changes occur throughout the year.
The Plan Administrator shall provide the TPA with all terms and conditions of its Section
125 Plan, the terms of which will assist TPA in determining payment of eligible
reimbursements under the Plan.
The Plan Administrator shall provide the TPA with a record of all payroll deductions on a
bi-weekly basis.
2.1
2.2
2.3
2.4
Section II
The Third Party Administrator
The TPA shall administer the City's health care and dependent care reimbursement
accounts in compliance with Section 125 of the Internal Revenue Code in order to
maintain the preferred tax status of such accounts.
The TPA shall keep enrollment records of account participants, and records of all
contributions to and disbursements from each participant's account.
The TPA shall reimburse, on a weekly basis, all eligible expenses of participating
employees for which funds are available and for which a complete and valid claim has
been submitted.
The TPA shall distribute statements of account to the Plan Administrator on no less than
a quarterly basis.
23
3.3.
Section III
Cost of Administration
The TPA shall be entitled to reasonable fees for its services to the Plan Administrator
related to administration under this Appendix, which shall be payable on a monthly basis
in accordance with the Fee Schedule attached to this Agreement as Appendix A.
4.2
Section IV
Termination of Appendix
This Appendix may be terminated by either the Plan Administrator or the TPA without
cause and without liability to the Plan Administrator or the TPA for damages for breach,
by written notice of intention to terminate given to the other party, to be effective as of a
date certain set forth in the written notice, which shall not be less than thirty (30) days
from the date of such notice. All obligations of the TPA will be terminated on the
effective date of termination given in the notice.
5.1
Section V
Miscellaneous Provisions
Except as expressly provided herein, this Appendix shall be governed by the terms
contained in Section VI of the Agreement between Plan Administrator and TPA.
24
APPENDIX H
COMPLIANCE WITH INDIANA LAW
In addition to the duties of the Third Party Administrator outlined in Section m of the Agreement
executed by and between TPA and Employer, TPA hereby covenants and agrees to provide, at no
additional cost, the following specific services required by Title 27 of the Indiana Code (Ind.
Code 27-1-25 et seq.):
For the duration of the Agreement and for five (5) years after the termination thereof,
TPA agrees to maintain at its principal administrative office books and records of all
transactions between it and the Employer. These books and records shall be maintained
in accordance with generally accepted standards of insurance bookkeeping. Such books
and records shall be available for inspection and audit by the Commissioner of the
Indiana Department of Insurance, who is required by law to maintain the confidentiality
of any books and records inspected and/or audited. After giving reasonable notice to
TPA, Plan Administrator shall be entitled to inspect those books and records; however,
Plan Administrator shall be responsible for any costs incurred in relation to such
inspection.
TPA shall continue to maintain a separate account for paying claims incurred by
Employer's participants, and shall also continue to maintain a separate account for
payment of premiums and other charges incurred by Employer. At no time shall TPA
withdraw funds from Employer's premium account in order to pay claims incurred by
Employer's participants.
TPA shall continue to receive authorization from Plan Administrator prior to paying
claims from funds collected on behalf of the Employer.
TPA's compensation for providing services under this Agreement is set forth in the Fee
Schedule attached to this Agreement as Appendix A. TPA's compensation is not
contingent upon Employer's claim experience.
25