HomeMy WebLinkAboutAdministrative Services Agreement Prairie States 2008V N
MAR 2 7 2008 ! U
CITY CLERK OFFIC1
Prairie States Enterprises, Inc.
Administrative Services Agreement
for
CITY OF OSHKOSH
TABLE OF CONTENTS
ARTICLEI. DEFINITIONS .......................................................................... ..............................1
ARTICLE H. RELATIONSHIP OF PARTIES ........................................... ..............................2
ARTICLE III. THE CLAIMS ADMINISTRATOR'S RESPONSIBILITIES ........................3
ARTICLE IV. THE EMPLOYER'S RESPONSIBILITIES ....................... ..............................5
ARTICLE V. DURATION OF AGREEMENT ........................................... ..............................7
ARTICLE VI. MISCELLANEOUS .............................................................. ..............................8
ADMINISTRATIVE SERVICES AGREEMENT
THIS Service Agreement is made and entered into this 1S day of January, 2008, by and between City of Oshkosh,
a corporation duly organized and existing under the laws of the State of Wisconsin with its principal place of
business at 215 Church Avenue, Oshkosh, WI 54903 (hereinafter referred to as the "Employer ") and Prairie
States Enterprises, Inc., a corporation duly organized and existing under the laws of the State of Illinois with its
principal place of business at 101 West Grand Avenue, Suite 404, Chicago, Illinois 60610 (hereinafter referred to
as the "Claims Administrator').
WHEREAS, the Employer is a corporation that sponsors a self - funded employee welfare benefit plan (the 'Plan")
within the meaning of the Employee Retirement Income Security Act of 1974 ( ERISA), as amended; and
WHEREAS, the Employer desires to make available a program of health care benefits under the Plan; and
WHEREAS, the Employer wishes to contract with an independent third party to perform certain services with
respect to the Plan as enumerated below; and
WHEREAS, the Claims Administrator desires to contract with the Employer to perform certain services with respect
to the Plan as enumerated below; and
THEREFORE, in consideration of the premises and mutual covenants contained herein, the Employer and the
Claims Administrator enter into this Agreement for administrative services for the City of Oshkosh Health Plan.
ARTICLE I: DEFINITIONS
For the purposes of this Agreement, the following words and phrases have the meanings set forth below, unless the
context clearly indicates otherwise and wherever appropriate, the singular shall include the plural and the plural shall
include the singular.
1.1 Calendar Year means January 1St through December 31S of the same year.
1.2 Claim means a request by a Claimant for payment or reimbursement for Covered Services from the Plan.
1.3 Claimant means any person or entity submitting expenses for payment or reimbursement from the Plan.
1.4 Claims Payment Account means an account established by and owned by the Employer for payment or
reimbursement for Covered Services, which Account shall be an asset of the Employer and not the Plan.
1.5 COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
1.6 Covered Services means the care, treatments, services, or supplies described in the Plan Document as
eligible for payment or reimbursement from the Plan.
1.7 Employer means City of Oshkosh and any successor organization or affiliate of such Employer which
assumes the obligations of the Plan and this Agreement.
1.8 ERISA means the Employee Retirement Income Security Act of 1974, as amended.
1.9 Health Care Providers means physicians, dentists, hospitals, or other medical practitioners or medical
care facilities that are duly licensed and authorized to receive payment or reimbursement for Covered
Services provided under the terms of the Plan.
1.10 Plan means the self - funded employee welfare benefit plan, which is the subject of this Agreement and
which the Employer has established pursuant to the Plan Document.
1.11 Plan Document means the instrument or instruments that set forth and govern the duties of the Plan
Sponsor and eligibility and benefit provisions of the Plan which provide for the payment or reimbursement
of Covered Services.
1.12 Plan Participant is any person who is properly enrolled and entitled to benefits from the Plan.
1.13 Plan Year means the period of time specified as such in the Plan Document.
1.14 Summary Plan Description means the document required to be provided under Sec. 102 of ERISA that
describes the terms and conditions under which the Plan operates.
ARTICLE II: RELATIONSHIP OF PARTIES
2.1 The Employer delegates to the Claims Administrator only those powers and responsibilities with respect to
development, maintenance, and administration of the Plan which are specifically enumerated in this
Agreement. Any function not specifically delegated to and assumed by the Claims Administrator pursuant
to this Agreement shall remain the sole responsibility of the Employer.
2.2 The parties enter into this Agreement as independent contractors and not as agents of each other. Neither
party shall have any authority to act in any way as the representative of the other, or to bind the other to any
third parry, except as specifically set forth herein.
2.3 The parties acknowledge that:
(a) this is a contract for administrative services only as specifically set forth herein;
(b) the Claims Administrator shall not be obligated to disburse more in payment for Claims or other
obligations arising under the Plan than the Employer shall have made available in the Claims
Payment Account; and
(c) this Agreement shall not be deemed a contract of insurance under any laws or regulations. The
Claims Administrator does not insure, guarantee, or underwrite the liability of the Employer under
the Plan. The Employer has total responsibility for payment of Claims under the Plan and all
expenses incidental to the Plan.
2.4 Except as specifically set forth herein, this Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal assigns, agents and successors; provided, however, neither party
may assign this Agreement or any or all of its rights or obligations hereunder (except by operation of law)
without the prior written consent of the other, which consent may not be unreasonably withheld.
2.5 The Claims Administrator will consult with the Employer at least monthly, and more often if circumstances
dictate, throughout the term of this Agreement.
2.6 The work to be performed by the Claims Administrator under this Agreement may, at its discretion and
with the prior approval of the Employer, be performed directly by it or wholly or in part through a
subsidiary or affiliate of the Claims Administrator or under an agreement with an organization, agent,
advisor, or other person of its choosing. The Employer shall not be allowed to unbundle or outsource
services covered by this Agreement to any person or entity not selected or approved for that purpose by the
Claims Administrator and all arrangements with such other service providers shall be made directly by and
with the Claims Administrator, not with the Employer, unless otherwise agreed to in advance by the Claims
Administrator.
2.7 The Claims Administrator agrees to be duly licensed as a Third Party Administrator to the extent required
under applicable law and agrees to maintain such licensure throughout the term of this Agreement. The
Claims Administrator will possess throughout the term of this Agreement, an in -force fidelity bond or other
insurance as may be required by state and federal laws for the protection of its clients. Additionally, the
Claims Administrator agrees to comply with any state or federal statutes or regulations regarding its
operations and to obtain any additional licenses or registrations which may apply in the future.
2.8 The Claims Administrator will indemnify, defend, save, and hold the Employer harmless from and against
any and all claims, suits, actions, liabilities, losses, fines, penalties, damages, and expenses of any kind
including, but not limited to, direct, indirect, consequential, or punitive expenses or fees, including court
costs and attorney's fees, with respect to the Plan which directly result from or arise out of the dishonest,
fraudulent, grossly negligent, or criminal acts of the Claims Administrator or its employees, except for acts
taken at the specific direction of the Employer.
2.9 The Claims Administrator shall be entitled to rely, without investigation or inquiry, upon any written or
oral information or communication of the Employer or agents of the Employer.
2.10 The Employer will indemnify, defend, save, and hold the Claims Administrator harmless from and against
any and all claims, suits, actions, liabilities, losses, fines, penalties, damages, and expenses of any kind
including, but not limited to, direct, indirect, consequential, or punitive expenses or fees, including court
costs and attorney's fees, to the extent that such claims, losses, liabilities, damages, and expenses arise out
of or are based upon the Employer's negligence in the performance of its duties under this Agreement, a
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release of Claims data by the Claims Administrator to the Employer, an interpretation of the Plan or this
Agreement, or any other written or oral communication by the Employer or any of its authorized
representatives upon which the Claims Administrator relies, or any breach of this Agreement by the
Employer, including, but not limited to, failure to fund the Claims Payment Account.
ARTICLE III: THE CLAIMS ADMINISTRATOR'S RESPONSIBILITIES
The Claims Administrator will provide the following Plan administrative services for the Employer:
3.1 Maintain Plan records based on eligibility information submitted by the Employer as to the dates on which
a Plan Participant's coverage commences and terminates.
Maintain Plan records of Plan coverage applicable to each Plan Participant based on information submitted
by the Employer.
Maintain Plan records regarding payments of Claims, denials of Claims, and Claims pended.
3.2 To the extent allowed by HIPAA, verify Plan Participant eligibility and coverage upon request by a Plan
Participant, an authorized member of a Plan Participant's family unit, or an authorized Health Care Provider
treating a Plan Participant.
3.3 Processing of Claims incurred by Plan Participants according to the terms of the Plan Document as
construed by the Employer. These Claims will be processed in accordance with industry practices and the
Claims Administrator will use an industry- recognized method of determining usual, customary, and
reasonable charges.
Process with due diligence and according to the terms of the Plan Document as construed by the Employer,
evidence of good health statements, pre- existing conditions requirements, disability determinations,
subrogation, and coordination of benefits situations. Unless otherwise agreed by the parties, the Claims
Administrator's duties with respect to subrogation situations shall be limited to informing the Employer that
subrogation rights may exist and shall not include initiating or pursuing litigation to enforce subrogation
rights unless the Employer is paying the litigation costs, fees, expenses and any resultant liabilities.
Make a preliminary determination of the validity of a Claim or the need for additional information within
10 working days of the date the Claim is received by the Claims Administrator.
If additional information is needed, send through the U.S. Mail to the appropriate persons (with a copy to
the Plan Participant) at least two follow -up requests for the required information at five (5) working days
intervals. The third request will indicate that no additional requests for information will be sent and the file
will be closed if the requested information is not remitted.
When all necessary documents and Claim form information have been received and the Claim has been
approved, a Claim check or draft will be remitted on the next dispersal date.
3.4 Refer any doubtful or disputed Claims to Employer for determination in accordance with Section 4.2.
3.5 Process, issue, and distribute Claims checks or drafts as instructed by the Employer to Plan Participants,
Health Care Providers, or others as may be applicable.
Claims paid in good faith but in error by the Claims Administrator shall be chargeable to the Claims
Payment Account as any other Claim, but the Claims Administrator shall make good faith attempts to
recover any overpayments.
Every week, the Claims Administrator will notify the Employer of the amount required to be prospectively
deposited to the Claims Payment Account to pay the Claims liability as these Claims occur.
3.6 Notify Plan Participants in writing through the U.S. Mail of ineligible Claims received, indicating the
specific Plan provisions attributable to the declination of the Claims pursuant to the written Claims review
and appeal procedure in the Plan. This notification will be made within ten (10) working days of the date
the Claims Administrator receives the complete Claim, including any information received in accordance
with Section 3.3 and any Plan interpretations by the Employer. Expedited notice shall be provided in
accordance with U.S. Department of Labor regulations governing benefit claims and appeals for urgent or
emergency care when required under the circumstances.
3.7 Respond to Claims inquiries by or on behalf of any individual with a colorable right to participate or
receive benefits under the Plan (including a Plan Participant, the estate of a Plan Participant, and an
authorized member of a Plan Participant's family unit), as well as to inquiries by an authorized Health Care
Provider concerning the treatment (or billing for such services) of such an individual.
3.8 Maintain information that identifies a Plan Participant in a confidential manner. The Claims Administrator
agrees to take all reasonable precautions to prevent the disclosure or use of Claims information for a
purpose unrelated to the administration of the Plan or for any other purpose not authorized pursuant to
HIPAA.
The Claims Administrator will only release this information for certificate of need reviews; for medical
necessity determinations; to set uniform data standards; to update relative values scales; to use in Claims
analysis; to further cost containment programs; to verify eligibility; to comply with federal, state or local
laws; for coordination of benefits; for subrogation; in response to a civil or criminal action upon issuance of
a subpoena; or with the written consent of the Plan Participant or his or her legal representative.
3.9 Prepare a draft Plan Document and Summary Plan Description for review and final approval by Employer
and the Employer s legal counsel. Prepare appropriate amendments and restatements of such documents
upon request or as otherwise required by law, again for review and final approval by Employer and its legal
counsel. A Plan restatement shall be required for every fourth amendment. The Plan Document may also
serve as the Summary Plan Description. A separate fee will be charged for this service.
3.10 Maintain a Claim file on every Claim reported to it by the Plan Participants. Such files and all Plan- related
information shall be made available to the Employer for consultation, review, and audit upon reasonable
notice and request, during the business day and at the office of the Claims Administrator. Any such audit
will be at the sole expense of the Employer.
This audit shall be conducted by an auditor mutually acceptable, to the Employer and the Claims
Administrator and will include, but not necessarily be limited to, a review of procedural controls, a review
of system controls, a review of Plan provisions, a review of the sampled Claims, and comparison of results
to performance standards and statistical models previously agreed to by the Employer and the Claims
Administrator
3.11 If COBRA services are selected, provide required COBRA notice to Plan Participants upon initial
eligibility to participate in the Plan, maintain COBRA eligibility records, notify COBRA eligibles of their
rights under the Act and, when they so elect, inform the Employer either to continue coverage or to cease
coverage.
3.12 Capture data for IRS form 5500 filings.
3.13 Provide the following reports:
(a) monthly Claims analysis by type of Claim and total dollar amounts;
(b) monthly check register; and
(c) any other reports as agreed to between the Employer and the Claims Administrator.
The following reports are available at no additional charge:
a) Monthly Check Register Summary
b) Paid Claims Summary by Coverage/Plan/Department
C) Paid Claims Summary by Month/Age
d) Paid Claims by Benefit Code
e) Paid Claims by Diagnosis (semi - annually)
f) Specific Stop Loss Report
g) Loss Analysis (24 months incurred /12 months paid)
h) Length of Stay Report by Provider with Diagnosis
i) PPO vs. Non -PPO Claims Report
j) Summary of Non - Covered Charges
k) Flex Monthly Check Register
All such reports shall be either summary in nature or cleansed of any information by which any Participant
or family member might reasonably be identified, so as to comply with HIPAA.
3.14 Procure excess loss or stop loss (specific and aggregate) insurance proposals and policies for the
Employer's consideration and selection, which excess loss or stop loss insurance will be an asset of the
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Employer and not of the Plan. Only stop loss or excess loss carriers, and their contracts, which are
approved in advance by the Claims Administrator shall be permitted while this Agreement is in effect. The
Claims Administrator may terminate this Agreement immediately upon the Employer's selection of a stop
loss or excess loss contract, carrier or arrangement that has not been reviewed and approved in advance by
the Claims Administrator.
3.15 Notify the excess loss insurance company of any potential large Claims which may become a Claim under
the excess loss coverage.
On behalf of the Plan, the Claims Administrator will file in a timely manner any Claims for benefits under
the excess loss policies.
Promptly forward to the Employer any premium and other notices received from the excess loss insurance
company concerning the policy.
3.16 Upon termination of this Agreement, all Claim files, reports, magnetic tapes, filings with governmental
entities, and plan documentation will be remitted to the Employer. Until that time, these records will be
maintained electronically at the Claims Administrator's principal administrative office or secure storage
facilities for at least seven (7) years following the Plan Year in which such records were created. At the
end of the seven (7) year period or termination of this Agreement, if earlier, the Claims Administrator shall
notify the Employer that these records will be destroyed unless the Employer requests, in writing, that all or
some of the records be forwarded to the Employer.
3.17 Within four (4) weeks of termination of this Agreement, the following reports will be provided, in such
form and substance as will not violate HIPAA privacy rules, at no additional charge:
(a) Paid Claims Detail Report;
(b) Specific Stop Loss Report (including pre - certifications);
(c) Loss Analysis Report;
(d) Accumulator Reports; and
(e) Subrogation records.
3.18 Upon termination of this Agreement, any claims received thereafter by the Claims Administrator will be
forwarded to any new TPA designated by the Employer for a period of twelve (12) months, unless the
Employer contracts with the Claims Administrator to pay claims for a period after termination of the
Contract.
3.19 Provide an automated monthly billing statement, in accordance with Section 4.12 below, accurately
illustrating the number of Plan participants and the services for whom the Employers shall remit payment
on an employee per month basis or as otherwise indicated on Appendix A. Detailed billing by location,
department, PPO network, etc. shall be made available but only at a separate charge mutually agreed upon
by both parties.
3.20 Arrange for access to, and maintain provider data updates for, as many Preferred Provider Networks as the
Employer desires to be included in its group health plan. Costs associated with use of those networks shall
be allocated as follows:
(i) Access fees for all networks will be paid by the Employer;
(ii) Data updates for up to two networks shall be maintained for the Provider Data Maintenance
charge listed in Appendix A, to be paid by the Employer; and
(iii) All costs incurred in performing provider updates for any networks beyond those two will be paid
entirely by the Employer.
ARTICLE IV: THE EMPLOYER'S RESPONSIBILITIES
The Employer will:
4.1 Maintain current and accurate Plan eligibility and coverage records and submit this information as
enrollment changes to the Claims Administrator.
This information shall be provided in a format reasonably acceptable to the Claims Administrator and
include the following for each Plan Participant: name and address, Social Security number, date of birth,
type of coverage, sex, relationship to employee, changes in coverage, date coverage begins or ends, and any
other information necessary to determine eligibility and coverage levels under the Plan.
The Employer assumes the responsibility for the erroneous disbursement of benefits by the Claims
Administrator in the event of error or neglect on the Employer's part of providing eligibility and coverage
information to the Claims Administrator, including but not limited to, failure to give timely notification of
ineligibility of a former Plan Participant.
4.2 Resolve all Plan ambiguities and disputes relating to the Plan eligibility of a Plan Participant, Plan
coverage, denial of Claims or decisions regarding appeal or denial of Claims, or any other Plan
interpretation questions.
The Claims Administrator will administer and process Claims in accordance with Article III if the Plan
Document is clear and unambiguous as to the validity of the Claims and the Plan Participants' eligibility for
coverage under the Plan, but will have no discretionary authority to interpret the Plan or adjudicate Claims.
If processing of a Claim requires interpretation of ambiguous Plan language, and the Employer has not
previously indicated to the Claims Administrator the proper interpretation of the language, then the
Employer will be responsible for resolving the ambiguity or any other dispute.
In any event, the Employer's decision as to any Claim (whether or not it involves a Plan ambiguity or other
dispute) shall be final and binding.
4.3 Conduct and control all enrollment meetings, maintenance of enrollment records, and distribution of
enrollment materials. Pertinent enrollment information will be sent to the Claims Administrator as
enrollment changes.
4.4 Prospectively fund the Claims Payment Account every week and grant the Claims Administrator drafting
authority.
The Claims Payment Account shall be set up by the Employer who shall execute and deliver to the Claims
Administrator and a depository selected by the Employer, any and all documents necessary to empower the
Claims Administrator to act as signatory on such account. The depository must provide a "positive pay"
anti -fraud function that enables the Claims Administrator to send an electronic register with each check run
and restricts the depository to honoring only the checks appearing on that register.
4.5 Not require the Claims Administrator, under any circumstances, to issue payment(s) for Claims, excess loss
premiums, or any other costs arising out of the subject matter of this Agreement, unless the Employer has
so authorized and has previously deposited sufficient funds to cover such payment(s).
4.6 Provide the Claims Administrator with copies of any and all revisions or changes to the Plan as promptly as
possible and not later than thirty (30) days before the earlier of the date the change is made or takes effect.
The Claims Administrator shall not be responsible or liable for failing to implement any Plan changes
before it receives from the Employer a true copy of the executed Plan amendment or restatement reflecting
that change.
4.7 Provide and timely distribute all notices and information required to be given to Plan Participants, maintain
and operate the Plan in accordance with applicable law, maintain all recordkeeping, and file all forms
relative thereto pursuant to any federal, state, or local law, unless this Agreement specifically assigns such
duties to the Claims Administrator.
4.8 Acknowledge that it is the Plan Sponsor, Plan Administrator, and Named Fiduciary, as these terms are
defined in ERISA. As such, Employer retains full discretionary control and authority and discretionary
responsibility in the operation and administration of the Plan.
4.9 Pay any and all taxes, licenses, and fees levied, if any, by any local, state, or federal authority in connection
with the Plan.
4.10 Hold confidential information obtained that is proprietary to the Claims Administrator or information or
material not generally known by personnel other than management employees of the Claims Administrator.
Such information includes, but is not limited to, reasonable and customary Claims levels, and Claims
administration guidelines.
4.11 Warrant and represent that the only entities that participate, or will participate, in the Plan are in the
Employer's "controlled group of corporations" as that term is used in ERISA.
4.12 Pay, in accordance with the Fee Schedule (as set forth in Appendix A), the Claims Administrator's fees for
services rendered under this Agreement. Unless otherwise agreed, the Claims Administrator may withdraw
from the Claims Payment Account any fees then due to the Claims Administrator prior to application of the
funds in the Claims Payment Account to payment of Claims or any other costs arising out of the Plan or the
subject matter of this Agreement. Late charges may be added if payments are not made in full on a timely
basis.
The Claims Administrator will issue an electronic bill for all monthly service fees on the first business day
of each calendar month. That bill will reflect the employee census, as reported by the Employer to the
Claims Administrator, to the billing date. The Claims Administrator will then withdraw from the
Employer's designated bank account the invoiced amount in payment of those fees on the second business
day after the invoice is sent. Any billing errors, disputes or adjustments, including rebates associated with
performance guarantees as provided below, will be reflected as promptly as possible in subsequent monthly
bills. A full month's per employee fee shall be charged for any newly covered employee regardless of
when during the month the employee's coverage takes effect.
The Employer shall be entitled to a rebate of 10 % of the applicable monthly per employee claims
administration fee for each of the following three performance measures that is not satisfied for that month:
(i) all clean, complete Claims processed for payment or denial within 10 business days;
(ii) at least 99% accuracy rate on Claims processing; and
(iii) telephone inquiries by participants or other covered individuals answered within three
rings, on average, by a live person.
4.13 Maintain excess loss insurance coverage, if such coverage is desired by the Employer, with a carrier rated
"A -" or better by AM Best or Standard & Poor's. Such excess loss carrier will be selected by the Employer
but only with the Claims Administrator's prior approval of the carrier and its contract. Unless otherwise
agreed, the carrier will be selected from among a number of alternatives provided by the Claims
Administrator. Claims Administrator shall receive a commission of no less than five percent of the annual
specific and aggregate stop loss premium.
Promptly notify the Claims Administrator of any termination, expiration, lapse, or modification of this
insurance.
4.14 Maintain any fidelity bond or other insurance as may be required by state or federal law for the protection
of the Plan and Plan Participants.
4.15 Provide, execute and maintain a Business Associate Agreement with the Claims Administrator to ensure
the appropriate safeguards for "Protected Health Information" of Plan Participants as required by the Health
Insurance Portability Act ( "HIPAA ") of 1996.
ARTICLE V: DURATION OF AGREEMENT
5.1 This Agreement shall automatically renew each year for a one -year period unless modified or terminated as
described below.
5.2 At any time during the term of this Agreement, either the Employer or the Claims Administrator may
amend or change the provisions of this Agreement. These amendments or changes must be agreed upon in
advance in writing by both the Employer and the Claims Administrator. If any such amendment increases
the anticipated Claims experience under the Plan or the Claims Administrator's cost of administering the
Plan, the Employer agrees to pay any increase in Claims expenses, as well as increases in administrative
fees or other costs which the Claims Administrator reasonably expects to incur as a result of such
modification.
5.3 This Agreement may be terminated by either the Employer or the Claims Administrator at any time, either
upon giving ninety (90) days advance written notice to the other parry unless both parties agree to waive
such advance notice, or with no notice, as stated below. At the option of the party initiating the
termination, the other party may be permitted a cure period (of a length determined by the party initiating
the termination) to cure any default.
5.4 The Claims Administrator may, at its option, terminate this Agreement effective immediately upon the
occurrence of any one or more of the following events on written notice to the Employer:
(a) The Employer fails to prospectively fund the Claims Payment Account;
(b) The Employer is adjudicated as bankrupt, becomes insolvent, a temporary or permanent receiver is
appointed by any court for all or substantially all of the Employer's assets, the Employer makes a
general assignment for the benefit of its creditors, or a voluntary or involuntary petition under any
bankruptcy law is filed with respect to the Employer and it is not dismissed within forty -five (45)
days of such filing;
(c) The Employer fails to pay administration fees or other fees for the Claims Administrator's services
upon presentation for payment and in accordance with the Fee Schedule;
(d) The Employer engages in any unethical business practice or conducts itself in a manner which in
the reasonable judgment of the Claims Administrator is in violation of any federal, state, or other
government statute, rule, or regulation;
(e) The Employer, through its acts, practices, or operations, exposes the Claims Administrator to any
existing or potential investigation or litigation; or
(f) The Employer permits its excess loss insurance to lapse, whether by failure to pay premiums or
otherwise.
5.5 The Employer may, at its option, terminate this Agreement effective immediately upon the occurrence of
any one or more of the following events on written notice to the Claims Administrator:
(a) The Claims Administrator is adjudicated as bankrupt, becomes insolvent, a temporary or
permanent receiver is appointed by any court for all or substantially all of the Claims
Administrator's assets, the Claims Administrator makes a general assignment for the benefit of its
creditors, or a voluntary or involuntary petition under any bankruptcy law is filed with respect to
the Claims Administrator and it is not dismissed within forty -five (45) days of such filing;
(b) The Claims Administrator engages in any unethical business practice or conducts itself in a
manner which in the reasonable judgment of the Employer is in violation of any federal, state, or
other government statute, rule, or regulation; or
(c) The Claims Administrator, through its acts, practices or operations, exposes the Employer to any
existing or potential investigation or litigation.
ARTICLE VI: MISCELLANEOUS
6.1 This Agreement, together with all addenda and appendices supersedes any and all prior representations,
conditions, warranties, understandings, proposals, or other agreements between the Employer and the
Claims Administrator hereto, oral or written, in relation to the services and systems of the Claims
Administrator, which are rendered or are to be rendered in connection with its assistance to the Employer in
the administration of the Plan.
6.2 This Agreement, together with the aforesaid addenda and appendices constitutes the entire Administrative
Services Agreement of whatsoever kind or nature existing between or among the parties.
6.3 The parties hereto, having read and understood this entire Agreement, acknowledge and agree that there are
no other representations, conditions, promises, agreements, understandings, or warranties that exist outside
this Agreement which have been made by either of the parties hereto, which have induced either parry or
has led to the execution of this Agreement by either parry. Any statements, proposals, representations,
conditions, warranties, understandings, or agreements which may have been heretofore made by either of
the parties hereto, and which are not expressly contained or incorporated by reference herein, are void and
of no effect.
6.4 This Agreement may be executed in two or more counterparts, each and all of which shall be deemed an
original and all of which together shall constitute but one and the same instrument.
6.5 Except as provided in Article V. (regarding termination without advance notice), no changes in or additions
to this Agreement shall be recognized unless and until made in writing and signed by all parties hereto.
6.6 In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason
and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or
disturb the validity of the remainder of this Agreement, which shall be in full force and effect, enforceable
in accordance with its terms.
6.7 In the event that either parry is unable to perform any of its obligations under this Agreement because of
natural disaster, labor unrest, civil disobedience, acts of war (declared or undeclared), or actions or decrees
of governmental bodies (any one of these events which is referred to as a "Force Majeure Event "), the parry
who has been so affected shall immediately notify the other party and shall do everything possible to
resume performance.
Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the
period of non - performance exceeds ten (10) working days from the receipt of notice of the Force Majeure
Event, the party whose ability to perform has not been so affected may, by giving written notice, terminate
this Agreement.
6.8 All notices required to be given to either party by this Agreement shall, unless otherwise specified in
writing, be deemed to have been given three (3) days after deposit in the U.S. Mail, first class postage
prepaid, certified mail, return receipt requested.
6.9 This Agreement shall be interpreted and construed in accordance with the laws of the State of Wisconsin,
except to the extent superseded by federal law.
6.10 No forbearance or neglect on the part of either party to enforce or insist upon any of the provisions of this
Agreement shall be construed as a waiver, alteration, or modification of the Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf by their duly
authorized representatives' signatures:
EMPLOYER:
By:
Joh Fitzpatec
Printed ame:
Title: Acti Ci Manager
CLAIMS A ISTRATOR:
By:
Printed Name: Felicia S. Wilhelm
Title: President
Date: I P /�, l /a l00 7
'"I i
And: Pamela R._Ubrig,
FULL LEGAL NAME OF EMPLOYER:
CITY OF OSHKOSH
AFFLIATES AND /OR SUBSIDIARIES OF EMPLOYER SUBJECT TO THIS AGREEMENT:
0
,• P RATRTF
STATES
ITY OF OSHKOSH
Fee Schedule for Period: January 1, 2008 through December 31, 2008.
The Employer and the TPA hereby agree to the compensation schedules set forth below as being the sole
compensation to the TPA for any of its services that relate to the Plan Fees shall be invoiced and funds transferred
electronically as a debit at the start of each calendar month.
SERVICES
FEES
FEE BASIS AND SCHEDULE
Medical Claims Administration
$16.50
per covered employee / COBRA recipient
Utilization Management
$4.50
per covered employee / COBRA recipient
Provider Data Maintenance
$1.00
per covered employee / COBRA recipient
Large Case Management
$125
per hour
Hospital Bill Audit/Negotiation
15%
of savings
Subrogation
25%
of recoveries
Plan Document
$2,500
plus Printing / Shipping / Mailing
Amendment(s) to Plan Document
$100
per Amendment
Three Months' Fee for processing incurred but not reported claims after termination of contract.
Check customization, bank fees, special statistical reports other than those enumerated in this contract, medical
underwriting, new taxes assessed against the Plan, legal services, specifically installed phone lines, dedicated data
processing systems, Employer specific data programming, fees for obtaining medical records, plan documents,
printed materials (including but not limited to ID cards) bearing the name of and/or logo of the Employer, materials
or other services mutually agreed upon, will be billed separately.
By: 11
Jo M. Fitzpa
Print ame:
And:
APPENDIX A
FEE SCHEDULE and FINANCIAL ARRANGEMENT
for
CITY OF OSHKOSH
of
Pamela R. Ubrig, City
-NEY
a h. WV S