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HomeMy WebLinkAboutContract 18752-B C-4 �33 2'_ P J; CITY SECRETARY, AGREEMENT cotawl xo !�,6 This is an Agreement by and between Harris Methodist Select Plan, Inc. ("Select Plan") and the City of Fort Worth ("the City"). RECITALS WHEREAS, Select Plan is engaged in the business of performing certain payment and other administrative services; WHEREAS, the City desires to contract with Select Plan to provide certain payment and other administrative services to it in connection with the health benefit plan ("the Plan") that it provides to its employees-and other eligible persons; NOW THEREFORE, for and in consideration of the mutual terms, covenants, and agreements set forth below, Select Plan and the City agree as follows: 1. Establishment of Claims Escrow Account. The City shall establish a' Claims Escrow Account. The City shall designate Select Plan as "signatory" or "administrator" of such Claims Escrow Account with full power and authority to disburse funds, and shall execute and deliver to Select Plan and the depository bank any and all documents necessary to empower Select Plan to act as signatory or administrator of such Account. 2. Deposits by Cijv to Account and Written Notice to Select Plan, By the tenth (10th) day of each month, the City shall deposit in the Claims Escrow Account whatever amounts of money that it determines will be necessary to cover its liability under its Plan. The City shall provide written notice to Select Plan specifically directing that payments be made by Select Plan as set forth below. 3. Payments by Select Plan. Select Plan shall, after receipt of the money described in Paragraph 2 above, make payments to the following: (a) Harris Health Plan for all amounts that Harris Health Plan requests pursuant to its Group Enrollment Agreement with the City; and (b) Select Plan for all amounts due to it pursuant to its "Third Party Administrator Agreement" with the City. After making the monthly payments described above, Select Plan shall deposit in the Claims Escrow Account provided for in the above-referenced "Third Party Administrator Agreement" any amount remaining in the Account that was previously paid by the City pursuant to Paragraph 2 above. 4. Responsibility for Funding of Account and Payments. Select Plan does not insure or underwrite the liability of the City to Harris Health Plan or any other entity. The City has and retains the ultimate responsibility for payment of costs and all expenses incidental to its Plan, including any payments due to Harris Health Plan. Select Plan shall not be required, under any circumstances, to issue payment for any costs arising out of the subject matter of this Agreement unless the City has previously deposited sufficient funds in the Claims Escrow Account as set forth in Paragraph 2 to A6 Contract Authorization 17-q- 2L- Fate cover such payments and has previously given Select Plan written notice of its desire that such payments or costs be made or satisfied by such funds. 5. Relationship of Parties. In performing the services herein described, Select Plan shall be acting only as an independent contractor and shall not be designated or deemed the administrator with respect to the Plan or the appropriate named fiduciary for review of claim denials under the Plan for the purpose of the Employee Retirement Income Security Act of 1974 or any other Federal or state law of similar nature. Select Plan shall arrange for the provision of all services hereunder as an independent contractor and not as an officer, agent, servant or employee of the City. 6. Non-Appropriation of Funds. In the event no funds or insufficient funds are appropriated and budgeted in any fiscal year for fees due pursuant to this Agreement, the City shall notify Select Plan as to the prospective date on which said funds will no longer be available; this Agreement shall be terminated on the last day of that month in which said notice is effective without penalty or expense to the City of any kind whatsoever, except as to the portions of fees herein agreed upon for services rendered through the effective date of termination. 7. Effective Date. The Effective Date of this Agreement is October 1, 1991. 8. Term. The term of this Agreement shall be for one year commencing on the Effective Date set forth above. 9. Option to Renew. The City shall have the option to annually renew this Agreement for three (3) successive one-year terms, with each term to commence on October 1. If the City does not notify Select Plan of its desire not to renew the Agreement at least sixty (60) days prior to the conclusion of this one-year term or any successive one-year term, the Agreement shall be extended for a one-year term. 10. Termination With Cause. At any time, either party shall each have the additional option to terminate this Agreement for cause, upon thirty (30) days prior written notice following the occurrence of any of the following events: (a) Failure of the other party to comply with any provisions of this Agreement thirty (30) days after receipt of written notice; (b) Failure of the other party to comply with applicable statutory or regulatory requirements fifteen (15) days after receipt of written notice; (c) Negligence, fraud or embezzlement on the part of the other party as deemed to have occurred in the notifying party's sole judgment. 11. Assignment and Delegation. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party shall assign, subcontract or otherwise delegate its rights and 0119193 -2- responsibilities under this Agreement without the other's prior written consent, which consent may be withheld solely at the discretion of such party. 12. Interpretation. The validity, enforceability and interpretation of any provision of this Agreement shall be determined and governed by the laws of the State of Texas. The invalidity or unenforceability of any terms or provisions hereof shall not, unless otherwise specified herein, affect the validity or enforceability of any other term or provision of this Agreement. 13. Entire Agreement. This Agreement, including any Attachments, contains all the terms and conditions agreed upon by the parties hereto with respect to the matters contained herein, and constitutes the entire understanding of the parties. It supersedes all other agreements, oral or otherwise, regarding the subject matter of the parties hereto. 14. Notices. Any notice required or contemplated to be given pursuant to the terms and provisions of this Agreement shall be in writing and shall be sent in writing and by either certified mail, return receipt requested, postage prepaid, hand-delivery, or telefax to the address indicated: To Select Plan: President HARRIS METHODIST SELECT PLAN, INC. 1300 Summit Avenue, Suite 300 Fort Worth, Texas 76101 Telefax Number: (817) 878-5889 and to: CITY OF FORT WORTH 1000 Throckmorton Fort Worth, Texas 76102 Attention: Risk Manager Telefax Number: (817) 871-8359 15. Headings. The headings contained herein are for convenience of reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement. 16. Waiver. The waiver by either party of any of the terms or provisions of this Agreement shall not be deemed to constitute a waiver of any of its other terms or 0119193 -3- provisions. No waiver of the provisions of this Agreement shall be deemed to constitute a continuing waiver thereof unless otherwise expressly provided herein. 17. Execution in Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one and the same instrument. 18. Access to Books and Records. Until the expiration of four (4) years after the furnishing of services pursuant to this Agreement, Select Plan shall make available upon written request of the Secretary of Health and Human Services or the U.S. Comptroller, or any of their duly authorized representatives, a copy of this Agreement, and those of its books, documents and records that are necessary to certify the nature and extent of costs incurred by Select Plan under this Agreement. If Select Plan carries out any of the duties of this Agreement with a value of Ten Thousand Dollars ($10,000.00) or more over a twelve-month period through a subcontract with a related organization, such subcontract must contain a clause to the effect that until the expiration of four (4) years after the furnishing of services under the subcontract, the related organization shall make available upon written request of the Secretary of Health and Human Services or the U.S. Comptroller General, or any of their duly authorized representatives, the subcontract, and those of its books, documents and records that are necessary to certify the nature and extent of costs incurred by Select Plan under the subcontract. 19. Amendment. This Agreement may be amended in whole or in part only in writing signed by a duly authorized representative of each party hereto. 20. Responsibility of Parties. Select Plan shall use ordinary care and reasonable diligence in the exercise of its powers and the performance of its services, and shall not be liable for any loss unless resulting from its negligence or willful misconduct. 21. Severability. If any part, term, or provision of this Agreement shall be held void, illegal or unenforceable, the validity of the remaining portions or provisions shall not be affected thereby. 22. Audit and Review. Select Plan's performance of services and maintenance of records pursuant to this Agreement shall be subject to review by the City at any time. Review will be at the sole expense of the City and upon reasonable notice during ordinary business hours. Select Plan will provide any reports and data with respect to the performance of services as may be necessary from time to time upon thirty (30) days prior written request by the City. 0119193 -4- IN WITNESS WHEREOF, the parties hereto executed this Agreement with the Effective Date herein provided. HARRIS METHODIST SELECT PLAN,INC. By: Title: Date: Zq/z-jjytj ATTEST: CITY OF FORT WORTH xa&w� By: �a " V'' City Secretary Title: jt aA c�o�- Date: q11,2-6 1( APPROVED AS TO FORM AND LEGALITY: City Attorney Date 0119193 -5-