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HomeMy WebLinkAbout108367 MERCER HEALTH & BENEFITS LLC - CONTRACT - RFP - P999 BENEFITS CONSULTANTPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and MERCER HEALTH & BENEFITS LLC, hereinafter referred to as "Professional'. W ITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the Scope of Services attached hereto as Exhibit "A", consisting of four (4) pages, and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence as of January 1, 2006, and shall continue in full force and effect until December 31, 2006, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods at the prices described in Paragraph 5 below; unless otherwise agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than ninety (90) days prior to contract end. 3. Early Termination by Citv. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: 1 • Review policies, contracts and endorsements for accuracy and conformity to specifications provided by City and the related negotiated coverages. • Assist the City in connection with issues relating to interpretation of insurance policies/contracts placed by Professional. • Provide information/coverage summaries for all new coverages and updates on changes to existing coverages. Professional does not speak for any insurer or other vendor, is not bound to utilize any particular insurer or vendor, and does not have the authority to make binding commitments on behalf of any insurer or vendor. 10 EXHIBIT "B" HIPAA HEALTH INFORMATION PRIVACY & SECURITY A. Obligations and Activities of the Business Associate (Mercer Health & Benefits LLC). 1. Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required in the Professional Services Agreement of which this Exhibit is a part or as required by law. 2. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Appendix. 3. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Exhibit. 4. Business Associate agrees to report to the Plan Sponsor (City of Fort Collins, Colorado) any use or disclosure of the Protected Health Information not provided for by this Exhibit of which it becomes aware. 5. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of the Plan Sponsor, agrees to the same restrictions and conditions that apply through this Exhibit to Business Associate with respect to such information. 6. Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, the Plan Sponsor available to the Secretary, in a time and manner designated by the Secretary, for purposes of the Secretary determining the Plan Sponsor's compliance with the Privacy Rule. 7. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for the Plan Sponsor to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528. 8. Business Associate agrees to provide to the Plan Sponsor or, at the direction of Plan Sponsor, an Individual, in a reasonable time and manner, information collected in accordance with Section A.7. of this Provision, to permit Plan Sponsor to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528. B. Permitted Uses and Disclosures by Business Associate 1. Except as otherwise limited in this Exhibit, Business Associate may use or disclose Protected Health Information on behalf of, or to provide services to, the Plan Sponsor for the following purposes, if such use or disclosure of Protected Health Information would not violate the Privacy Rule if done by the Plan Sponsor: performing plan administration functions, obtaining premium bids from insurance companies or other health plans for providing insurance coverage under or on behalf of the group health plan, or modifying, amending, or terminating the group health plan. 11 2. Except as otherwise limited in this Exhibit, Business Associate may use Protected Health Information to provide data aggregation services to the Plan Sponsor as permitted by 42 CFR § 164.504(e)(2)(i)(B). 3. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with § 164.5020)(1). C. Obligations of Plan Sponsor 1. Plan Sponsor shall notify Business Associate, in writing, of any restriction to the use or disclosure of Protected Health Information that the Plan Sponsor has agreed to in accordance with 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information. 2. Plan Sponsor shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Plan Sponsor. 3. Plan Sponsor acknowledges that it shall provide to, or request from, Business Associate only the minimum Protected Health Information necessary for Business Associate to perform or fulfill a specific function required or permitted hereunder. D. Termination 1. In addition to the termination provisions set forth in the Administrative Services Agreement of which this Exhibit is a part, the following termination provisions are applicable: a. Upon the Plan Sponsor's knowledge of a material breach by Business Associate of this Exhibit, the Plan Sponsor shall either: i. Provide an opportunity for Business Associate to cure the breach or end the violation and terminate the Administrative Services Agreement of which this Exhibit is a part if Business Associate does not cure the breach or end the violation within the reasonable time specified by Plan Sponsor; or ii. Immediately terminate the Administrative Services Agreement of which this Exhibit is a part if Business Associate has breached a material term of this Exhibit and cure is not possible; or iii. If neither termination nor cure are feasible, the Plan Sponsor shall report the violation to the Secretary. E. Effect of Termination 1. Except as provided in paragraph (2) of this section E, upon termination of the Administrative Services Agreement of which this Exhibit is a part, for any reason, Business Associate shall return or destroy all Protected Health Information received from the Plan Sponsor, or created or received by Business Associate on behalf of the Plan Sponsor. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Except as provided in paragraph (2) of this section E, Business Associate shall retain no copies of the Protected Health Information. 2. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall extend the protections of this Exhibit to such Protected Health Information and limit further uses and disclosures of such 12 Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. F. Miscellaneous 1. The Parties agree to take such action as is necessary to amend this Exhibit from time to time as is necessary to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. 2. The respective rights and obligations of Business Associate under Section E of this Provision shall survive the termination of the Administrative Services Agreement of which this Exhibit is a part. 3. Any ambiguity in this Exhibit shall be resolved to permit the Plan Sponsor to comply with HIPAA. G. Security Standards 1. Business Associate agrees that it will implement policies and procedures to ensure that its creation, receipt, maintenance, or transmission of electronic protected health information ("ePHI") on behalf of Plan Sponsor complies with the applicable administrative, physical, and technical safeguards required to protect the confidentiality and integrity of ePHI under the Security Standards 45 CFR Part 164. 2. Business Associate agrees that it will ensure that agents or subcontractors agree to implement the applicable administrative, physical, and technical safeguards required to protect the confidentiality and integrity of ePHI under the Security Standards 45 CFR Part 164. 3. Business Associate agrees that it will report security violations of which it becomes aware to the Plan Sponsor. H. Definitions 1. "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR § 164.501, limited to the information created or received by Business Associate from or on behalf of the Plan Sponsor. 2. "Secretary" shall mean the Secretary of the U.S. Department of Health and Human Services or his designee. 13 Professional: City: With Copy to: Mercer Health & Benefits LLC City of Fort Collins City of Fort Collins Attn: Wendy Stone Purchasing Division Human Resources 1225 17`h Street, Suite 2200 P.O. Box 580 P.O. Box 580 Denver, CO 80202 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 4. Design, Proiect. Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnity, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorneys fees, to the extent arising directly or indirectly out of the Professional's negligence or misconduct in the performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $500,000 combined single limit per occurrence and $2,000,000 in the aggregate; and errors and omissions insurance in the amount of $10,000,000 per claim and aggregate. 5. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional on a time and reimbursable direct costs basis with maximum compensation for 2006 not to exceed Seventy Thousand Dollars and no cents ($70.000.001. Not to exceed amounts for subsequent years shall be as follows: 2 January— December 2007 $70,000.00 January— December 2008 $73,500.00 January — December 2009 $73,500.00 January —December 2010 $75,000.00 Monthly partial payments based upon the Professional's billings and itemized statements of reimbursable direct costs are permissible. The amounts of all such partial payments shall be based upon the Professional's City -verified progress in completing the services to be performed pursuant hereto and upon the City's approval of the Professional's reimbursable direct costs. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings and other services rendered by the Professional specifically for the City ("work product") shall become the sole property of the City. The Professional retains its rights in its own intellectual capital (such as methodologies, know how, models, tools and any graphic or digitized representation of any of these) now possessed, or subsequently developed by the Professional. 6. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 7. Periodic Reports. Upon request, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any such report promptly after request may, at the option of the City, suspend the processing of any partial payment request. 8. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be 3 responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 9. Personal Services. It is understood that the City enters into this Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under this Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting parry for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Bindinci Effect. This writing, together with the exhibits hereto, constitutes the entire 4 agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 15. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "B", consisting of three (3) pages, attached hereto and incorporated herein by this reference. THE CITY OF FORT COLLINS, COLORADO 5 By: City Manager By:C�,�0 /Laak;'. am * B. O'Neill II, CPPO b4gbor of Purchasing & Risk Management A LESk. City Clerk A0. APPROVED AS TO M: O�6%+gDO`0 Ass&ant� Attorney MERCER HEALTH & BENEFITS L By: Print Name: // %06 hIfilt)464L Title: T/eINCIP/9 L Date: ��,l 3 d �d 4y ATTEST: (Corporate Sea[) Corporate (Asst.) Secretary Exhibit "A" Scope of Services Consulting Services • Conduct strategic planning sessions to review current performance of City's current employee benefits coverage and establish future objectives and strategies to manage City's employee benefit coverages to which this agreement applies (medical, pharmacy, reinsurance, dental, life/AD&D, optional life, STD, LTD, vision, FSA, EAP, LTC, stop -loss). • Meet with the City's key people designated by the City's employee benefits manager on a quarterly basis, to discuss strategy and open items. • Develop a mutually agreeable renewal action plan and timeline that meets the City's stated objectives. • Keep the City informed of significant changes and/or trends in the employee benefits marketplace including notifications and updates on new and changing State and Federal laws, regulations, and administrative or judicial rulings which relate to benefit programs. • Benchmark medical, prescription drug, dental plan costs and employee contributions to industry, size, and regional standards on an annually basis. • Analyze factors driving City's plan costs if experience data is available. In connection with such analysis, Professional will review utilization reports to determine possible causes of identified cost increases. Assist City in managing risks and costs of its employee benefit coverage. Review of historical claim and utilization experience. Advise and consult on methods for improving cost containment and claims administration. • Establish comprehensive claims reports for identified coverages of medical/prescription drug, dental, and vision claims detailing paid claims (and reimbursements if applicable), premium/funding and enrollment summaries. Professional will review these reports with City on a semi-annual basis and will identify and discuss trends and potential problems. • Provide cost projections and funding analysis (review of funding methodology with emphasis on employer costs and the tier structure of the contribution). • Provide analysis of cost implication of various plan design changes. • Provide quarterly report which includes an analysis of income and expenses for the prior quarter. • Provide annual report which includes an analysis of income and expense for the prior year and a projection for the forthcoming year including projected adequate reserve levels for plans (medical and dental). • Establish annual premium rates, including COBRA and retirees on an annual basis. Meet and discuss rates with City. • At the request of City, review unusual claim situations, such as appeals or other situations which require special handling. If the City needs the assistance of a Specialty Consultant, an extra fee may be applied for their services. This fee will be agreed upon between the City and Professional before the service is provided. • When marketing plans, prepare an analysis comparing current costs, plan designs, administration costs, network discounts and network accessibility. • With respect to the renewal process of City's employee benefit programs, Professional will conduct an annual review during the renewal process to include negotiations, on City's behalf, with current vendors/carriers, as per City's request. • Upon the request of City, Professional will assist City in the preparation of an RFP for purposes of obtaining competitive quotes from the marketplace. Provide summary report and meet with City to discuss results. Participate in "finalist interviews". Provide guidance and strategy relative to new plan implementation/installation. • Upon request of City, evaluate and assist in the management of voluntary benefit products offered to City's employees. • Assist City in the implementation of the benefit program by dealing with vendor/carriers and performing contract and SPD review for purposes of determining conformity to agreed upon plan provisions and costs. Review plan documents to ensure compliance with appropriate laws and regulations and notify City of any necessary plan document amendments. • Advise City with respect to available technology platforms to support delivery and administration of its employee benefit plans. • Assist City in the development of paper and/or web -based communication strategies. • If requested by City, review communication materials (open enrollment, SPD, memos, etc.) for content, appearance, and compliance with laws and regulations. • Provide City access to HRKnowHow. • Underwriting and actuarial support. • Provide answers or guidance to any general or technical benefits question. • Assist in preparation of government filings, such as the collection of Schedule A information for Form 5500 filings where applicable. Complementary Services • Professional will include access to our proprietary website HRKnowHow to all HR staff at no additional cost. • Professional will include our software systems MedForecast, MedPrice, Employee Contribution Modeling, and Benchmark Scorecard utilizing the Professional Annual Survey of Employer -Sponsored Health Plans. Supplemental Services • Additional services are available for additional compensation Professional or one of its affiliates and subject to the negotiation of separate agreements between City and Professional (or one of its affiliates). Such services include, but are not limited to: • Nurse Services • Customized Wellness Programs • Problem Claims Audits • Customized Employee Communication Programs • Retirement Consulting Services • Executive Benefits • Behavioral Health • Legal Consulting Performance Guarantee • Professional is committed to being a true partner with the City and its success is measured in the context of the City's success and satisfaction. As an illustration of their commitment, Professional will put 10% of its fee "at risk". Professional recommends having a performance measurement provided at least twice a year. The terms of its guarantee are as follows: At mid year and year end, Professional will provide a Client Satisfaction Survey for completion by City of Fort Collins. Upon completion, the City will provide specific feedback relative to its overall perception of Professional's performance. At year end, up to 10% of Professional's annual retainer fee for that year will be eligible for credit to the City. If the ratings do not average a 3 or higher, Professional shall provide a credit to the City of Fort Collins to be applied against the next year's retainer. The specific amount of the credit will be at the City's discretion, but subject to the 10% maximum referenced above. Upon termination of the Agreement, any credit owing to the City shall be directly refunded to the City. Placement Services The following services must be authorized in writing by the City s Director of Purchasing and Risk Management: • Identify and negotiate on the City's behalf with insurers and other benefit program providers and keep the City informed of significant developments. Professional shall be authorized for purposes of this Agreement to represent and assist the City in all discussions and transactions with all insurers/providers, provided that Professional shall not place any insurance or vendor programs on behalf of the City unless so authorized by the City. • Assist with documentation and other steps to obtain commitments for and implement insurance policies and other services selected by the City regarding its employee benefits program upon the City's instructions, it being understood that Professional will not independently verify or authenticate information not originating from Professional necessary to prepare proposals or underwriting submissions and other documents relied upon by insurers/providers, and the City shall be solely responsible for the accuracy and completeness of such information and other documents furnished to Professional and/or insurers/providers and shall sign any application for coverage. The City understands that the failure to provide all necessary information to an insurer, employee benefit provider or third party vendor, whether intentional or by error, could result in the impairment or voiding of coverage or service. • Provide City access to the national insurance marketplace and related services marketplace and use Professional's commercially reasonable efforts to place insurance policies and other services selected by the City regarding it's employee benefit program on behalf of the City, if so instructed by the City. • Monitor published financial information, to the extent readily available to Professional, of the City's current insurance carriers and alerts the City when the status of one or more of such carriers falls below Professional's minimum financial guidelines. Professional will not, however, be responsible for the solvency of any insurance carrier or its ability or willingness to pay claims, return premiums or other financial obligations. Insurance carriers with whom the City's risk has been place will be deemed acceptable to the City, in the absence of contrary instructions from the City. • Professional does not monitor published financial information for non -insurance providers and will not be responsible for the solvency of any employee benefit provider or third parry vendor who provides products or services to the City. Employee benefit providers or third party vendors who offer products or services to City will be deemed acceptable to the City, in the absence or contrary instructions from the City. • Act as a liaison between the City and insurers/providers for the lines of coverage and services that Professional has placed or obtained on behalf of City or for which Professional is named as the broker of record. • Provide the City with detailed invoices, except in the case of direct billing by insurers or employee benefits providers. • In certain cases, placements which Professional makes on the City's behalf may require the payment of insurance premium taxes (including U.S. federal excise taxes), sales taxes, use taxes, surplus or excise lines and similar taxes and/or fees to federal, state regulators, boards or associations. The City will pay such taxes and fees whenever assessed. To the extent practicable and where Professional invoices, such taxes and fees will be identified by Professional on invoices covering these placements. Any such taxes and fees collected by Professional will be promptly remitted by Professional to the appropriate authority. • Professional may utilize the services of other intermediaries to assist in the marketing of the City's program (including brokers in London and other markets), when in Professional's professional judgment those services are necessary or appropriate. Such intermediaries may be affiliates of Professional or not related to Professional. The compensation of such intermediaries is not included in Professional's compensation under this Agreement and will be paid by insurers/providers out of paid premiums. • Following any such placement, deliver confirmation of coverages as promptly as practicable. • Follow up with insurance carriers/providers with respect to the payment of return premiums.