HomeMy WebLinkAboutContract 49259 CONTRACT NCITY �
CITY OF PROFESSIONAL SERVICES AGREEMENT
'yam CITY- ti P.P.C.Partner Plus Consulting,Inc.
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is PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation,
acting by and through Susan Alanis, its duly authorized Assistant City Manager, and P.P.C. Partner Plus
Consulting, Inc. ("PPC" or "Contractor"), a Texas Corporation, and acting by and through Diana M.
Valdez, its duly authorized Vice President, each individually referred to as a "party" and collectively
referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
1. SCOPE OF SERVICES.
Contractor will provide medical claim review ("medical audit") services to the City for the
purpose of ensuring that claims in certain medical plans administered by Aetna are being processed in
accordance with plan benefits. Exhibit "A," - Scope of Services more specifically describes the services
to be provided hereunder.
2. TERM.
This Agreement shall begin upon execution of this agreement and shall terminate upon delivery
by Contractor of its final report to the City("Termination Date"), unless terminated earlier in accordance
with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this
Agreement under the same terms and conditions, for up to three (3) one-year renewal options, at City's
sole discretion.
3. COMPENSATION.
City shall pay Contractor in accordance with the fee schedule of Contractor personnel who
perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit
"B,"—Price Schedule. Total payment made under this Agreement for the first year by City shall be in
the amount of Thirty-Eight Thousand,Eight Hundred Dollars ($38,800.00),plus$4,000 in estimated
travel expenses. Contractor shall not perform any additional services or bill for expenses incurred for City
not specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City shall not be liable for any additional expenses of Contractor not specified by this
Agreement unless City first approves such expenses in writing.
OFFICIAL RECCOar,
Professional Services Agreement CITY SECRETARY Page 1 of 15
FT. WORTH, TX o
Service fees are due within 15 days of presentation of the invoice.A late charge will be applied to
any payment not received within thirty days following presentation of the invoice. Final service fee will
be invoiced following the presentation of the report. Service fees are due within 30 days of presentation
of the invoice. A late charge may be applied to any payment not received within 30 days following
presentation of the invoice.
4. TERMINATION.
4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Contractor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as to the
portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Contractor for services actually rendered up to the effective date of
termination and Contractor shall continue to provide City with services requested by City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Contractor shall provide City with copies of all completed or partially
completed documents prepared under this Agreement. In the event Contractor has received access to City
Information or data as a requirement to perform services hereunder, Contractor shall return all City
provided data to City in a machine readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Contractor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential and
shall not disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Contractor shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Contractor
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Contractor agrees that City shall, until the expiration of three (3)years after final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books,documents, papers and records,
Professional Services Agreement Page 2 of 15
including, but not limited to, all electronic records, of Contractor involving transactions relating to this
Contract at no additional cost to City. Contractor agrees that City shall have access during normal
working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give
Contractor reasonable advance notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor shall operate as an independent contractor as
to all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Contractor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as
between City, its officers, agents, servants and employees, and Contractor, its officers, agents,employees,
servants, Contractors and subcontractors. Contractor further agrees that nothing herein shall be construed
as the creation of a partnership or joint enterprise between City and Contractor. It is further understood
that City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers,
agents, servants, employees or subcontractor of Contractor. Neither Contractor, nor any officers, agents,
servants,employees or subontractor of Contractor shall be entitled to any employment benefits from City.
Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself, and any of its officers, agents, servants,employees or subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS
OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S
BUSINESS AND ANY RESUL TING L OST PROFITS)AND/OR PERSONAL INJURY,INCLUDING
DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION—Contractor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Contractor bears the cost and expense of payment for claims or actions
against City pursuant to this section, Contractor shall have the right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and to settle or
Professional Services Agreement Page 3 of 15
compromise any such claim; however, City shall have the right to fully participate in any and all
such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to
cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City shall have the sole right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, Contractor shall fully participate and cooperate with City in
defense of such claim or action. City agrees to give Contractor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, City's assumption of payment of costs or expenses shall not eliminate Contractor's duty
to indemnify City under this Agreement. If the software and/or documentation or any part
thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted, Contractor shall, at its own
expense and as City's sole remedy, either: (a) procure for City the right to continue to use the
software and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect City's authorized
use of the software and/or documentation; or (c) replace the software and/or documentation
with equally suitable, compatible, and functionally equivalent non-infringing software and/or
documentation at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Contractor terminate this Agreement, and refund all amounts paid to
Contractor by City, subsequent to which termination City may seek any and all remedies available
to City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Contractor shall not assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall execute a written agreement with City and Contractor under which the
assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor
and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the
effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written
agreement with Contractor referencing this Agreement under which subcontractor shall agree to be bound
by the duties and obligations of Contractor under this Agreement as such duties and obligations may
apply. Contractor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Contractor shall provide City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
Professional Services Agreement Page 4 of 15
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Contractor, its employees, agents,
representatives in the course of the providing services under this Agreement.
"Any vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation: Waived based on the size of the contract and scope of
services provided.
(d) Professional Liability (Errors & Omissions): Waived based on size of contract
and scope of services provided.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name
City as an additional insured thereon, as its interests may appear. The term City
shall include its employees,officers, officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten (10) days' notice shall be acceptable in
the event of non-payment of premium.Notice shall be sent to the Risk Manager,
City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to
the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in
the State of Texas.All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any
work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Contractor of any violation of such laws, ordinances,
rules or regulations,Contractor shall immediately desist from and correct the violation.
Professional Services Agreement Page 5 of 15
12. NON-DISCRIMINATION COVENANT.
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORSS OR SUCCESSORS IN
INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY
AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
To CITY: To CONTRACTOR:
City of Fort Worth P.P.C.Partner Plus Consulting,Inc.
Attn: Susan Alanis,Assistant City Manager Diana M.Valdez, Senior Vice President
200 Texas Street 6522 Edgewood Ct., Ste.200
Fort Worth,TX 76102-6314 Granbury,TX 76049
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at same address.
14. SOLICITATION OF EMPLOYEES.
Neither City nor Contractor shall, during the term of this Agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this Agreement,
without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision
shall not apply to an employee of either party who responds to a general solicitation of advertisement of
employment by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
Professional Services Agreement Page 6 of 15
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
action,whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Contractor shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to,compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B,
and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Contractor, their assigns and successors in interest, as to the matters contained herein.
Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of this Agreement.
Professional Services Agreement Page 7 of 15
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Contractor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30)days from the date that the services are completed. In such event, at Contractor's option, Contractor
shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms
with the warranty, or(b)refund the fees paid by City to Contractor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall
verify the identity and employment eligibility of all employees who perform work under this Agreement.
Contractor shall complete the Employment Eligibility Verification Form(I-9),maintain photocopies of all
supporting employment eligibility and identity documentation for all employees, and upon request,
provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Contractor shall establish appropriate procedures and controls so
that no services will be performed by any employee who is not legally eligible to perform such services.
Contractor shall provide City with a certification letter that it has complied with the verification
requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities
due to violations of this provision. City shall have the right to immediately terminate this Agreement for
violations of this provision by Contractor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception,creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Contractor hereby expressly assigns to City all exclusive right, title and interest in and to the Work
Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that City may have or obtain, without further consideration, free from any
claim,lien for balance due,or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto,may be executed by any authorized representative of Contractor whose name,title and
Professional Services Agreement Page 8 of 15
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit
"C". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP.
Contractor shall notify City's Purchasing Manager, in writing,of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Contractor or
authorized official must sign the letter.A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
state indicating such change, copy of the board of director's resolution approving the action, or an
executed merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
IN WIN SS WHEREOF, the parties hereto have executed this Agreement in multiples this
-0-day
day of 2017.
(Signature page follows)
Professional Services Agreement Page 9 of 15
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONTRACTOR:
By: -'&
By ', 'M
Va
e: Susan Alanis Name: Diana M. Valdez
stant City Manager Title: Senior Vice President
Date: -7 N Date: ')q�
L
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APPROVAL RECOMMENDED:
e- Brian
R. kerson
B e
By: A4-
e: Brian R.
Human
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Title: Human sources Director
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ATTEST: ORT
By:
C(ty Secretl I
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CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract, including ensuring all perforinance and
reporting requirements.
By:
Title:
APPROVED AS TO FORM AND LEGALITY:
By: �Iv
N De4pcElroy
Assistant CVAttorney OFFICIAL RECORD
CITY SECRETARY
CONTRACT AUTHORIZATION: FT.WORTH,TX
M&C: Not required
Professional Services Agreement Page 10 of 15
EXHIBIT A
SCOPE OF SERVICES
Contractor will provide Medical Claim Review services as follows:
• Two separate claim reviews will be performed as follows:
➢ Statistical Random Claim Review(Onsite Review at Aetna Office)
➢ Focused Runout Claim Review(Onsite Review at Aetna Office)
• The review period for the Statistical Medical Claim Review will be from January 1,
2015 through December 31,2015.
• The review period for the Focused Runout Medical Claim Review will be January 1,
2016 through June 30, 2016.
• Claim Reviews will be based on claims paid during the claim review period.
• PPC will obtain the medical claim data from Aetna. These will be sent in two separate
data files.
For the Statistical Random Medical Claim Review:
• PPC will use the medical claim data extract to randomly select 200 claims for the
purpose of developing a random stratified review. The random stratification will
include highest paid dollar claims in the random selection.
• An on-site review will be performed at Aetna claim offices. PPC will review the
selected claims and record the following.
o Turnaround time will be documented on claims reviewed, to include "paid
claims" and"processed claims" as defined by Aetna.
o Eligibility will be reviewed for those claimants selected for review.
o Claim accuracy will be reviewed to determine payment in accordance with
plan benefits, including verification of medical necessity, plan parameters,
coordination of benefits (including Medicare), pre-certification and case
management, and third party liability and other cost control measures,
network discounts (including rental networks), bundling and up-coding
practices, reasonable fees and duplicates.
o Verify claims were processed in accordance with plan exclusions.
o Verify assignments of benefits were processed accurately.
o Review full data file and identify any specific stop loss claims that exceed the
specific stop loss deductible (reinsurance). This information will be presented
to City of Fort Worth for comparison to the claims that were filed during the
calendar year.
o PPC will determine the financial accuracy, payment accuracy and procedural
accuracy, measured against industry standards and contractual performance
guarantees, if any.
o Current outstanding overpayments will be reviewed if Aetna will make this
information available to PPC.
o Hospital network paper contracts will be reviewed (up to 15 contracts). This
review will determine if discounts are being loaded correctly and if not loaded
Professional Services Agreement—Exhibit A
to the claim system determine that the processing staff is correctly interpreting
and calculating the hospital network discounts.
• PPC will request completion of a claim questionnaire for Aetna to provide
information on the operational processes in place to use in review of the claim
selection. �.
• From this review, PPC will make several determinations to present to the City of Fort
Worth.
o PPC will determine the financial accuracy, payment accuracy, procedural
accuracy and the eligibility accuracy for the stratified sample of 200 claims for
the claim review.
o The results will be measured against industry standards.
o The results will be measured against contractual performance guarantees.
o All identified errors will be documented in detail with the reason for the error
documented.
o The turnaround time for claims reviewed will be documented and compared to
industry standards and contractual performance guarantees.
o The turnaround time for the entire population will be documented and
compared to industry standards and contractual performance guarantees, if
any.
o System control deficiencies for claims processing will be documented.
o Operational deficiencies, if any identified,will be presented.
o Trends and recommendations for improvement will be presented to City of
Fort Worth. The recommendations will include system and plan document
issues, as well as benefit interpretation and training.
For the Focused Runout Medical Claim Review:
• The 2016 runout claim data file will be obtained from Aetna and a focused medical
runout claims review through an electronic edit fallout process will be performed
desktop. From this review 100 focused claims will be selected to review onsite.
• Data review is dependent on the data availability and the fields available within the data
file provided.
• PPC will utilize the data to assess the company's level of accuracy in claim payment as
stipulated by the benefit plans and the contractual arrangements.
• The review will include 100 focused medical claims and transactions and these claims
will be reviewed, to include a review of eligibility, deductible, copayments, adjustments
and correct payments.
• The electronic edit process will identify categories of fallout claims that do not reconcile
with the specific benefits of the plans reviewed. The focused claims will then be selected
from these fallout categories.
• In addition, claims will be selected from all category of benefits to validate runout claims
have been correctly adjudicated per plan benefits.
• If a claim is identified with a payment error that applies to all benefits in that category, all
potential claim error dollars within that category of fallout will be identified in the data
file and reported to the client.
Professional Services Agreement
• Terminated employees will be reviewed to determine if claims were paid after the
termination date. This will require a list of terminations provided by City of Fort Worth
for the review period. PPC will send the data requirements to City of Fort Forth.
• PPC will use the focused data file from the review period to assess and document the
following procedures for accuracy and overall efficiency in the administration of the
runout claims paid.
REPORTS
At the completion of the review, PPC will present a comprehensive report. The statistical
Medical Claim Review Report will outline the complete review process and results with industry
standard benchmarks for financial,payment and procedural percentages.
The focused runout section will include the methodology employed to select the runout claim
categories and the detailed findings including any errors found in claims processing, co-
payments, discounts, dispensing fees and other contractual stipulation not met in the runout
period.
Professional Services Agreement
EXHIBIT B
PRICE SCHEDULE
SERVICE FEES FOR MEDICAL CLAIM REVIEWS
Stratified Random Claim Review
200 claims(to include highest paid claim strata) $ 22,000
Focused Runout Claim Review
SPD Review for all Medical Plans Comparison
Full Data File Electronic Fallout Category Review $ 7,500
100 Focused claims reviewed onsite
$ 9,300
Total Service Fee for Random and Runout Medical Claim Reviews* $ 38,800
Estimated Travel Expense** $ 4,000
*PPC requests payment of one-half of the Service fee in advance of the claim review. This
payment will be requested with this Letter of Agreement and the invoice includes the random and
focused runout claim review.
**Travel expenses are not included in the Service fee. Reasonable travel expenses will be
reimbursed by City of Fort Worth following the on-site review and the expenses will be invoiced
at that time. Travel expenses are estimated at$4,000 if the on-site review is in Arlington, TX. If
the audit is conducted in Bismarck, ND, travel expenses are estimated at$6,500.
Professional Services Agreement—Exhibit B
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
DIANA VALADEZ
P.P.C.PARTNER PLUS CONSULTING,INC.
6522 EDGEWOOD COURT
GRANBURY,TX 76049
Auditor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment
or change order on behalf of Contractor. Such binding authority has been granted by proper order,
resolution,ordinance or other authorization of Contractor.City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Diana M Valdez
Signature of President/CEO
Other Title: Vice President
Date:
Professional Services Agreement—Exhibit C
awtna ustomer Audit Request Form(03/2006 version)
Approved for Data Release
The following information is furnished in support of your request for an on-site audit of the claim transactions established, held or administered by Aetna Life
Insurance Company,or one of its affiliated companies("Aetna"),in connection with the payment of claims for an employee benefits plan for which Aetna provides
certain claim and other services pursuant to Group policy or Administrative Service Contract Number(s):
1. Customer Name
City of Fort Worth
2. Audit Purpose
[Medical Random 2015 and Focused 2016 Runout Reviews
3. Method of Selection for Audit Sample
Stratified Random Review 200 Claims and Focused Runout Review 100 Claims
Is the audit sample random statistically based? (If so,state the confidence and precision level used.)
Medical is statistically stratified random based on 200 claims.This sample size will provide a confidence level of 95%with precision reliability of+/-
3%assuming the claims error rate is 5%or less.
Is the audit sample stratified,targeted or focused? (If so,state which method.)
The closeout runout sample is a focused review of 100 claims paid in 2016.
State the location of the office where the audit will take place.
ington,Texas
4. Number of Claim Transactions to be Audited and Time Period Being Reviewed
200 Stratified Random for the Paid Period of 111115-12131115 and Focused 100 Claims for the Paid Period of 11116-6130116.
5. Auditors
How many individuals will conduct the proposed Will Customer personnel alone be If"No"identify the firm or organization that will be
audit? involved? used as Customer's Agent:&list names of auditors
X❑No ❑Yes who will conduct audit &company employed by.
4 to 5 Staff members
PPC Partner Plus Consulting,Inc. Auditor
1)To be determined when onsite date is scheduled
2)
Employed by:
1 PPC Partner Plus Consulting,Inc.
2)
Customer and Agent represent that they are aware of no conflict of interest between Agent(s)designated to perform the work and Aetna that would
impair the objectivity of the audit or compromise Aetna's proprietary information. Additionally,Agent or Agent's Auditors may not be compensated
on the basis of a contingency fee or a percentage of overpayments identified or recovered. Effective with customer audit requests received April 1,
2002 or later, a customer's request to perform an audit will be declined if the payment for their Agent's (s')services is based on contingency fee
payment.
In making this request to perform an audit,Customer and Agent acknowledge that the claim transactions and other information which are the subject
of the proposed audit contain Aetna proprietary information and personal and confidential health information(collectively"Confidential Information")
and agree that, except as required by law (including the Texas Public Information Act), such information shall not be used or disclosed for any
purpose other than that specified in item (2) of this audit request, without the express, written consent of Aetna and any individuals to whom the
information pertains
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Notwithstanding the preceding paragraph,Aetna understands and acknowledges that the Customer is a governmental body under the laws of the
State of Texas, and as such, the following information is subject to possible disclosure under Chapter 552 of the Texas Government Code, the
Texas Public Information Act (the "Act") - 1) all documents and data held by the Customer, including information obtained from Aetna and 2)
information held by Aetna or Agent for or on behalf of Customer that relates to the transaction of Customer's business and to which Customer has a
right of access. If the Customer receives a request for any documents that may reveal any of Aetna's proprietary information under the Act, or by
any other legal process,law, rule,or judicial order by a court of competent jurisdiction,the Customer will utilize its best efforts to notify Aetna prior to
disclosure of such documents. The Customer shall not be liable or responsible in any way for the disclosure of information required by the Act or
any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Aetna to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the Customer, but by the Office of the
Attorney General of the State of Texas or by a court of competent jurisdiction.
Customer represents that Customer has informed its enrollees that Confidential Information may be used in connection with audits through
enrollment forms executed by Customer's subscribers. Customer and Agent further represent that the individuals who will conduct the proposed
audit on Customer's behalf(i) are qualified by appropriate training and experience for such work, (ii) will perform the audit in accordance with
published administrative safeguards, procedures, and applicable law against unauthorized use and disclosure, in the audit report or otherwise, of
Confidential Information, and (iii) will not make or retain any record of or concerning genetic markers or treatment of drug or alcohol abuse,
mental/nervous conditions,or AIDS/HIV in connection with the proposed audit. In any event,Customer and Agent shall take any and all other steps
reasonably necessary to safeguard Confidential Information against unlawful and unauthorized access,use,and disclosure.
To the extent allowed by law, Customer and Agent agree to*indemnify, defend, and hold Aetna harmless from any actual or threatened legal or
administrative action, claim, liability, penalty, fine, assessment, lawsuit, litigation, or other loss, expense or damage, including without limitation
reasonable attorneys' fees and costs (together "Liability°), that Aetna may incur arising out of or relating to Aetna's release of Confidential
Information in connection with the proposed audit,including without limitation any Liability incurred as a result of any breach by Customer or Agent of
any applicable law,regulation,or other legal mandate or the terms and conditions of this request. Nothing contained herein shall ever be construed
so as to require Customer to create a sinking fund or to access,levy,and collect any tax to fund its obligations under this paragraph. Agent agrees
to indemnify, defend, and hold Customer harmless from any actual or threatened legal or administrative action, claim, liability, penalty, fine,
assessment, lawsuit, litigation, or other loss, expense or damage, including without limitation reasonable attorneys' fees and costs (together
"Liability"), that Customer may incur arising out of or relating to Aetna's release of Confidential Information in connection with the proposed audit,
including without limitation any Liability incurred as a result of any breach by Agent of any applicable law, regulation,or other legal mandate or the
terms and conditions of this request. Customer and Agent agree that Aetna will have the right to: (a) review a draft of the audit findings and to
comment on those findings before they are finalized and presented to the Customer;(b)review the final audit findings and summary;(c)have an exit
interview, (d) receive a copy of the final Audit Report; and (e) include with the final Audit Report a supplementary statement containing facts that
Aetna considers pertinent to the audit.
The signatures below are the signatures of Customer's and Agent's (s') authorized representatives. It is agreed by signature below that: (a) the
audit results/error rates will not be extrapolated for potential financial payment pursuant to the contract, (b) the Agent may perform a stratified
statistical audit and as part of the process of completing the calculation for the audit may extrapolate the error rates for each strata in order to
present results, (c) the audit will not extend beyond the approved volume unless agreed to in advance by Aetna, (d) if it is agreed by Aetna and
Customer that any payment has been made by Aetna to or on behalf of an ineligible person or that more than the appropriate amount has been
paid,Aetna shall undertake good faith efforts(defined as 2 written or verbal attempts,and/or Aetna's submittal of the collection effort to its third party
collection vendor)to recover the erroneous payment, (e)Customer may not seek collection,or use a third party to seek collection,of overpayments
pursuant to the contract.
A e •V " 4uK *111D P.9,6.9-o`t ASS C 1
Customer:
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etna:
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�kAS * 1vlary J see,- ity Secretary
• G
Aetna Audit Policy, except as otherwise agreed to by Customer and Aetna in any Administrative Services
A-reement:
All claims audits must be commenced wvithin two (2)years fiollovvin<u the period being audited. Customer's right to
audit claims is waived if the audit is not commenced within two (2) years following the period being audited,
provided, however, that Aetna does not significantl% delay action on the customer's request to continence the audit
during that period. In the event of a significant delay, the time for auditing shall be extended for a reasonable period
a-reed to by Customer and Aetna.
All performance guarantee audits must be commenced within one (I) year following the period being audited.
CUSlomer°S right to conduct a performance guarantee audit is waived if the audit is not commenced within one (1)
year following the period being audited, provided, however, that Aetna does not signiticantly delay reporting
performance guarantee results. In the event of a significant delay, the time for auditing shall be extended for a
reasonable period agreed to by Customer and Aetna,
The scope and extent of any cycle audits to review general or operation controls outside of the claim transaction
audits covered above must be mutually agreed upon in advance by Customer and Aetna and continence within three
(3) %ears following the period to be audited. Customer's rigfit to conduct a cycle audit is waived if the audit is not
commenced within three(3)years following the period being audited.
`,`,''here a Customer's internal auditors wish to perform cycle audits to review general or operation controls outside of
claim transaction reviews covered above, the scope and extent of the review must be mutually agreed upon in
advance be froth parties and commence within three(3) years following the period being audited. Crrstonter's richt
to audit any service covered under this paragraph is waived if the audit is not commenced within three (3) years
following the period being audited.
Audit requests by governmental agencies with jurisdiction (other than governmental agencies acting in their role as
customers)are not subject to the above timing requirements or any other limitations.except as required by law.
.All audits must be perforated at the location where Customer's elainis are processed. _Aetna is not responsible for
paying Customer's audit fees or the costs associated with any audit. Aetna reserves the right to charge the Customer
administrative costs for any audit which: (i)cannot be completed within a five(5) day period: (ii) contains a sample
size in excess of 250 claim transactions: or (iii) otherwise creates exceptional administrative demands upon Aetna
(i.e. audit questionnaires in excess of 150 questions). To the extent practicable,Aetna will endeavor to communicate
the basis of any charges to Customer prior to the audit.
Aetna maintains the confidentiality of its negotiations and contracts with providers. Therefore. Aetna does not
provide provider contracts for review as part of the audit process. Depending on proposed audit findings. Aetna will
allow limited review of relevant portions of provider contracts if related to a specific audited claim.
Any payment by Aetna resulting from the audit must be based upon documented findings, a-reed to by both parties,
and must be solely due to Aetna's a:;tions or inaction.
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