HomeMy WebLinkAboutPR 15969 - BLUE CROSS BLUE SHIELD OF TEXAS TO PROVIDE ADMIN SERVICES TO ASSIST IN PARTICIPATING IN THE US DEPARTMENT OF HEALTH AND HUMAN SERVICESMEMO
To: Stephen Fitzgibbons, City Manager
From: Albert T. Thigpen, Director of Human Resources
Date: June 23, 2010
Re: Adoption of Proposed Resolution No. 15969 Authorizing the City Manager to Errter Into
a Professional Services Contract with Blue; Cross and Blue Shield of Texas, Inc. (BCBS)
to Provide Administrative Services to Assist in Participating in the U.S. Department of
Health and Human Services' Early Retiree Reinsurance Program (ERRP) at a Cost of
$9,000.
Recommendation:
We recommend that the City Council adopt propo:>ed Resolution No. 15969 which authorizes the
City Manager to enter into a professional services contract with Blue Cross and Blue Shield of
Texas, Inc., (BCBS) to provide administrative services to assist in the application submittal to
the U.S. Department of Health and Human Services for participation into the Early Retiree
Reinsurance Program (ERRP) at a cost of $6,000 for the first year and $3,000 annually for
required reporting in year two and subsequent years.
Staff has been advised that submission of the final application will be accepted beginning June
30, 2010, and Blue Cross and Blue Shield of Texas, Inc. have prepared the required information
to assist the City in the application submittal process.
Background:
The City of Port Arthur offers access to its Major Medical Health Insurance Plan to retirees as a
post-retirement benefit. Changes in actuarial standards (GASB No. 45) for the accourning of the
liability for this benefit have resulted in a significant change (increase) in the dollar amount of the
actuarial projection. Changes were approved last year by City Council to address this area and
estimates in the preliminary actuarial report indicate a reduction of the projected liability from
$93,760,224 for 10/1107 to $68,932,472 for 10/1/09.
The federal government in recognition of the refi~renced liability included as part of the Patient
Protection and Affordable Care Act of 2010 (PP'ACA) the Early Retiree Reinsurance Program
(ERRP) which will allow the City to be reimbursed for 80% of eligible claim expenses between
$15,000 to $90,000 for eligible plan participants'and dependents age 55 to 64 not yet Medicare
eligible -for claims filed on or after June 1, 2010.. Reimbursements can be used to reduce retiree
costs: must generate, or have the potential to, generate savings and cannot be used to reduce the
level of support for the health insurance plan. Key goals of the plan is to have employers
maintain retiree health benefits and to assist retirees with the cost of health coverage.
"Remember, we are here to serHe the citize~u of Port Arthur."
S. Fitzgibbons/Memo
6/23/2010
Page 2
The final application is now available for completion; it will be accepted beginning June 30,
2010; however, as of the date of this memorandum, the Department of Health and Human
Services has determined neither the method of submittal, nor the actual date of submittal. In as
much as participation into the program is on a "first come" "first serve" basis and require the
provision of unique information for the application; additionally, if successful, the ERRP requires
on-going data and format specific reports.
Blue Cross and Blue Shield of Texas, Inc. (BC/PtS) has the necessary expertise and data access
to not only meet the highly time sensitive, and wiknown, application deadline, but also provide
accurate required reports. The company has agreed to provide "on-going reporting" and initial
required application information at a cost of $6,000 in the first year and $3,000 in subsequent
years based on the current level of program eligible retirees.
Bud~etarv/Fiscal Effect:
Approval of this recommendation would authorize expenditure of $6,000 upon execution of the
EER Program Data and Exchange & Service AgrE,ement document for application year activities
and $3,000 for year two reporting activities with option to renew in subsequent years. This
initial request would authorize a total expenditure of $9,000. Funding is available in Account No.
614-1701-583.53-00.
Staffing/Emplovee Effect:
No anticipated effect on staffing levels.
Summary~
We recommend that the City Council approve proposed Resolution No. 15969 which authorizes
the City Manager to enter into a professional services agreement with Blue Cross and Blue Shield
of Texas, inc. (BCBS) to provide administrative services to assist in participating in the U.S.
Department of Health and Human Services' Early Retiree Reinsurance Program (ERRP) at a cost
of $9.000.
"Remember, we nre here to serve the citizens of Port Arthur."
P. R. No. 15969
06/23/10 -- ATT
RESOLUTION NO
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
ENTER INTO A PROFESSIONAL SERVICES CONTRACT WITH
BLUE CROSS AND BLUE SHIELD OF TEXAS, INC. (BC/BS)
TO PROVIDE ADMINISTRATIVE SERVICES TO ASSIST IN PARTICIPATING IN
THE U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES' EARLY RETIREE
REINSURANCE PROGRAM (ERR.P) AT A OF COST OF $9,000
FUND N0. (S): 614 - HE14LTH INSURANCE FUND
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT
ARTHUR:
THAT, the City Manager of the City of Port Arthur, Texas is hereby
authorized to enter into a professional services agreement with Blue Cross and
Blue Shield of Texas, Inc. (BC/BS) to provide administrative services to assist the
City with the submittal of an application to participate in the Early Retirement
Reinsurance Program (ERRP} to the US. Department of Health and Human
Services by 6/30/2010. The application requires the provision of unique data
and information which Blue Cross and Bllue Shield will provide on an "on-going
reporting" basis at a cost of $6,000 in the first year and $3,000 in year two and
in subsequent years based on the current: level of program eligible retirees. The
annual EER program administrative services fees in accordance with the
application process is attached describing services made part hereof as Exhibit
"A" and,
P.R. No. 15969
6/23/10 -- ATT
Page 2 of 3
THAT, the City Manager is hereby authorized to expend funds from the
health insurance fund for said contract in the amount of Nine Thousand Dollars
($9,000). This cost includes Six Thousand Dollars ($6,000) for the first year and
Three Thousand Dollars ($3,000) in year two; and,
THAT, said agreement may be renewed on an annual basis at a cost of
Three Thousand Dollars ($3,000) per year; and,
THAT, a caption of this resolution Ibe spread upon the minutes of the City
Council.
READ, ADOPTED, AND APPROVED this day of
_ , AD, 2010, at a Regular Meeting of the City Council of the
City of Port Arthur, by the following votes:
AYES: Mayor,
Councilmembers
NOES:
Deloris Prince, Mayor
ATTEST:
Tern Hanks, City Secretary
P. R. No. 15969
06/23/ 10 -- ATT
Page3of3
AP ROVED TO FORM:
~~
Valecia Tiz o, City orney
APPROVED FOR ADMINISTRATION:
Stephen B. Fi ibbon anager
:~.',,,~~ ~ ,~z:
Dr. Albert T. igpen, '
Director of Human Resources
APPROVED AS TO AVAILABILITY OF FUNDS:
_.E-' ~,-
/~ ~ ~'
Deborah Echols, Director Finance
EXHIIBIT A
ANNUAL ERR PROGRAM ADMINISTRATIVE SERVICE FEES
A. The following services and reports will be included in the Annual Service Fees listed below:
• Assistance with the ERR Program Application, pursuant to Section IV. A. (2) ("Assistance
with ERR Program Application") of this Agreement
• The Reported Claims costs reports and ar~y updates and corrections to those reports, as
specified in Section IV.B. ("Data Required for ERR Program Reimbursement Payments"}
and Section IV.C. ("Reporting of Updates, Inaccuracies and Corrections ") of this
Agreement
• Records access pursuant to Section VI. (",Audits"), Section VIII. ("Appeals"), and Section XII
("Retention of Records") of this Agreement
• Transition Services pursuant to Section III.C. ("Transition Requirements") of this
Agreement.
B. Annual Service Fees
Total # Early Retirees in
Employer's Group Health Plan(s) at time of
Application and for subsequent years at
beginning of Plan Year(s) Annual Fee
(for a mazimum of 3 Group Health Plan(s)
Year 1 Years 2+
Less Than 100 $6,000 $3,000
100 to 499 $10,000 $5,000
500 or more $16,000 $8,000
.. BlueCross BlueShield of Texas
~~~
EARLY RETIREE REINSURANCE PROGRAM
DATA EXCHANGE AND SERVICE AGREEMENT
PURPOSE
This agreement (the "Agreement') is madle as of July 1, 2010 (the "Effective Date") by and
between Blue Cross and Blue Shield of Te;Kas, a Division of Health Care Service Corporation,
a Mutual Legal Reserve Company ("HCSC") and City of Port Arthur the Employer and/or
Sponsor of one or more Group Health Plans that offer Health Benefits coverage to early
retirees and their dependents ("Employer"), for the purpose of delineating the terms and
conditions for the information and data exchanges and other services that HCSC will provide
related to Employees participation in the federal early retiree reinsurance program ("ERR
Program") established by Section 1102 of i:he Patient Protection and Affordable Care Act and
administered by the U. S. Department of Health & Human Services (HHS).
11. DEFINITIONS
A. The terms "Benefit Options," "Chronic .and High-Cost Condition," "Claim," "Early Retiree,"
"Group Health Plan," "Health Benefits,'" "Incurred," "Negotiated Price Concession," "Plan
Year," and "Post-Point-of-Sale Negotiated Price Concession" shall have the same meaning
as in 45 C.F.R. §149.2, and as such terms may be finally adopted, re-codified, renumbered
and clarified or expanded by HHS guidance.
B. The term "HIPAA" means the Health Insurance Portability and Accountability Act of 1996,
as amended, and the regulations promulgated pursuant to that act.
C. The term "List of Early Retirees" means a list or other identification mechanism for each
reporting period of atl individuals Employer believes (using information reasonably available
to Employer) are Early Retirees (including spouses, dependents, and surviving spouses)
enrolled in any Benefit Option under Employer's Group Health Plan for which HCSC
provides claims administrative services and that is submitted to HHS as required by 45
C.F.R. §149.335(a).
D. The term "Reported Claim" shall have the same meaning as "Claim" above, and:
1. shall be limited to Claim(s) only under Benefit Options for which HCSC provides claims
administrative services;
2. shall specifically include, consistent with 45 C.F.R. §149.2, all Negotiated Price
Concessions known at the time of reporting by HCSC to Employer, and may be subject
to later update due to any claimis reversals, Post-Point-of-Sale Negotiated Price
Concessions, or other inaccuracy known to HCSC; and
3. with respect to any Claim that is incurred and paid under a capitation or similar
arrangement that does not ordinarily result in a claims form, shall reflect costs
determined by HCSC as reasonable in light of the specific market and as permitted by
guidance from HHS.
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E. The term "ERR Program Requirements." means the requirements of 45 C.F.R. Part 149,
Subpart R, as subsequently updated, renumbered or recodified (45 C.F.R. §149.1 et seq.),
together with any other regulations, sub regulatory guidance and policies promulgated from
time to time to implement Section 1102 of the Patient Protection and Affordable Care Act.
F. The term "Prescription Drug Rebates" rneans, unless otherwise precluded or specified by
ERR Program Requirements, any Post-Point-of-Sale Negotiated Price Concession that
consists of any manufacturer or pharmacy discounts, charge backs, rebates, and similar
price concessions received by HCSC afl;er the point of sale that are attributable to Reported
Claims provided to Employer's Early Retirees, and shall be consistent with HHS guidance
on the reporting of rebates and siimilar price concessions, and any subsequent
amendments or additions to that guidance or other pertinent ERR Program Requirements.
III. TERM AND TERMINATION
A. Term. The term of this Agreement will commence on the Effective Date and will continue
until terminated by either party.
B. Termination of Agreement. The Agreerent may be terminated under any of the following
circumstances:
1. Termination with Notice. Either party may terminate this Agreement in its entirety at
any time upon ninety (90) days' prior written notice to the other party.
2. Termination for Material Breach. Ins the event that either party fails to cure a material
breach of this Agreement within thinly (30) days of receipt of written notice to cure from
the other (which notice will state the material breach with specificity and attach any then
available documentation of the material breach), the non-defaulting party may terminate
this Agreement immediately upon conclusion of such thirty (30) day period, or if the
breach is one that cannot reasonablly be corrected within thirty (30) days, and the non-
defaulting party determines that the defaulting party is making substantial and diligent
progress toward correction during such thirty (30) day period, this Agreement will
remain in full force and effect.
3. Termination Based on Failure to Reach Agreement Following Regulatory Change.
Either panty may terminate this Agreement effective sixty (60) days after either party
provides written notice that. it is uniable to agree on any amendment required under
Section XI.C.
C. Transition Reauirements. If this Agreemment is terminated by HCSC under Section III.B.1.
or by either party under Section III.B.3., then the parties agree to take the following specific
actions to minimize disruption:
1. Transition Plan. The parties wilt develop and implement a detailed plan for transitioning
the services and both parties will cooperate fully to arrange for the transfer of services
to Employer's designee.
2. Transition Period. HCSC will continue to provide services in accordance with this
Agreement for a reasonable transition period. Unless the parties mutually agree
otherwise, the transition period will not exceed twelve (12) months from the date of
notice of termination. Except as otherwise provided in this Agreement, the terms and
conditions of this Agreement will apply during the transition penal.
IV. SCOPE OF SERVICES AND RESPONSIBILITIES OF THE PARTIES
A. ERR Program Application.
1. Responsibility for Preparing and Sut-mitting ERR Program Application(s). Employer will
be solely responsible for preparing and submitting the ERR Program application(s) in
order to be certified by HHS for participation in the ERR Program. HCSC agrees to
provide, to the best of its ability, any data in HCSC's possession that Employer
requests.
2. Assistance with ERR Program Application(s). Upon Employer's request and in
consultation with Employer, HCSC shall provide any or all of the following for
Employer's use in the ERR Program Application(s):
Description of procedures and programs currently in place for Employer's Group
Health Plans} that have generated or have the potential to generate cost savings
with respect to plan participants with a Chronic and High-Cost Condition, including
the conditions for which the Group Health Plan(s) has such programs and
procedures in place and how it vvas determined that the identified conditions satisfy
the $15,000 threshold;
• Assistance in identifying all E3enefit Options under the Group Health Plan(s) for
which Early Retirees can be clairned for ERR Program purposes;
Confirmation that HCSC's antifraud program applies to Employer's Group
Health Plan(s) and is supported) by policies and procedures to detect and reduce
fraud, waste, and abuse, and that HCSC will produce those policies and
procedures, and necessary information, records and data, upon request of the
Secretary of the Department Hof Health and Human Services, to substantiate
existence of those policies and procedures and their effectiveness; and
• Projected amount of ERR Program reimbursement expected for each of the first
two Plan Year cycles of Employer's Group Health Plan(s), including, upon request,
a low-end estimate and ahigh-send estimate of expected ERR Program proceeds
and an estimate that represents the Group Health Plan(s) most likely amount of
program proceeds of each plan yrear cycle.
3. List of Early Retirees.
a. Responsibility and Standard for Determining Early Retirees. Employer shall be
solely responsible for determining whether an enrollee in Employer's Group Health
Plan is an Early Retiree using information reasonably available to Employer in
accordance with 45 C.F.R. f~149.2 and §149.335. HCSC shall have no
responsibility to determine or confirm whether a particular enrollee is an Early
Retiree according to ERR Program Requirements.
b. Responsibility for Preparing Li:>ts of Early Retirees. Employer shall be solely
responsible for preparing and suibmitting to HHS all Lists of Early Retirees for each
reporting period and for deleting from such list any individual who does not meet the
requirements for an Early Retiree' for ERR Program purposes.
B. Data Required for ERR Program Reimbursement Pavments.
Responsibility for Compiling and Submitting Data. Employer, or a third party
designated by Employer, shall be responsible for submitting data to HHS. Employer will
provide HCSC with Employees appropriate List of Early Retirees determined consistent
with ERR Program Requirements in sufficient time for HCSC to determine the
applicable Claims for each Early F;etiree. Upon receipt of Employer's List of Early
Retirees, HCSC will compile and submit to Employer the following data for each listed
Early Retiree quarterly or more frequently if Group has incurred $5,000 or more in
Claims (which shall not be more frequent than monthly) or otherwise at the time(s)
specified by ERR Program Requirements:
a. Early Retiree Claim Costs, including:
i. The actual costs of Claims (net of any known Negotiated Price Concessions)
Incurred and paid by the Group Health Plan with all documentation details
required by 45 C.F.R. §149.2 and §149.335;
ii. To the extent available iri HCSC's claims processing system, prima facie
evidence of the portion of Claim costs paid by an Early Retiree, consistent
with 45 C.F.R. §149.100(b);
iii. Documentation of those costs in the form and manner specified by HHS; and
iv. Any other information specified in the definition of a Claim under 45 C.F.R.
§149.2 or related guidance from HHS.
b. For Reported Claims that have previously been provided to Employer for
submission to HHS, the amount of any subsequent payment reversals and
additional Post-Point-of-Sale Negotiated Price Concessions (including Prescription
Drug Rebates) to the extent required by ERR Program Requirements and that are
known to HCSC that were received but not accounted for in the Employer's
previously submitted Claims, as well as any other updated, corrected data known to
HCSC.
HCSC shall submit all data to Employer or Employer's designee, for each individual
Early Retiree identified on Employer's List of Early Retirees for the pertinent reporting
period.
2. Receipt of ERR Program Pavments. Employer shall receive all ERR Program
payments from the United States government directly, and HCSC shall have no
reponsibility for claiming, receiving or handling such payments.
C. Reporting of Updates, Inaccuracies and Corrections. Should HCSC learn that any data
provided by either party to this Agreement or by any third party is or was inaccurate, that
Employer is receiving or has received ERR Program overpayments, or that Employer's
ERR Program application, Claims cost data, or any submission to HHS fail to comply with
ERR Program Requirements, it shall notify Employer, and Employer shall have the sole
responsibility for making necessary corrections, filings and communications to HHS.
D. Employer's Third Party Consultant and/~or Vendor. In the event Employer directs HCSC to
provide data directly to its third party consultant and/or vendor, the Employer acknowledges
and agrees, and will cause its third party consultant and/or vendor to acknowledge and
agree:
1. The personal and confidential naturE: of the requested documents, records and other
information (hereinafter referred to as "Confidential Information").
2. Release of the Confidential Information may also reveal HCSC's confidential,
business proprietary, and trade ;secret information {hereinafter referred to as
"Proprietary Information").
3. To maintain the confidentiality of the Confidential Information and any Proprietary
Information disclosed with Confidential Information (collectively referred to herein as
"Information").
4. Consultant and/or vendor shall:
a. Use the Information only for irhe purpose of complying with the terms and
conditions of the contract between Employer and consultant and/or vendor.
b. Maintain the Information at a ;>pecific location under the control of consultant
and/or vendor and take reasonable steps to safeguard the Information and to
prevent unauthorized disclosure of it to third parties, including those of its
employees not directly involved in the performance of duties under the contract
with Employer.
c. Advise its employees who receive the Information of the existence and terms of
these terms and of the obligations of confidentiality herein.
d. Use, and require its employees to use, at least the same degree of care to protect
Information as is used with consultant's and/or vendor's own proprietary and
confidential information.
5. Information furnished in written, pictorial, magnetic and/or other tangible form shall not
be duplicated by consultant and/or vendor except for purposes of this Agreement or
as required by law.
6. To indemnify and hold harmless HCSC in connection with any Claim based upon the
disclosure by HCSC of any information and/or documentation regarding any person to
consultant and/or vendor or breach by consultant and/or vendor of any obligation
under this Agreement.
7. Not to use the name, logo, trademark or any description of each other or any
subsidiary of each other in any .advertising, promotion, solicitation or otherwise
without the express prior written consent of the consenting party with respect to each
proposed use.
8. Consultant and/or vendor shall e~:ecute HCSC's Confidential Data Release and
Indemnification Agreement.
9. Employer shall designate consultant and/or vendor on the appropriate Business
Associate documentation.
V. COMPENSATION
Employer agrees to pay HCSC fees as described in Exhibit A for services performed by HCSC
under this Agreement.
VI. AUDITS
Employer shall, at Employer's sole expenses, audit data submitted in connection with the ERR
Program program prior to submission of the any reimbursement request or report of data
updates and data inaccuracies. HCSC agreaes to cooperate with and make records available to
Employer and/or Employer's auditor. Employer shall retain full responsibility for making any
necessary corrections or disclosures to HH;>.
VII. ACKNOWLEDGEMENT OF PURPOSE OF DATA
Pursuant to 45 C.F.R. §149.40(f)(4)(ii), HCSC acknowledges that information it provides to
Employer pursuant to this Agreement may be used by Employer for the purpose of obtaining
federal funds.
VIII. APPEALS
In the event that HHS makes an adverse determination with respect to Employer's ERR
Program eligibility or application, any ERR Program reimbursement or payment, or other
similar determination, HCSC shall not be responsible for any procedural or substantive
activities associated with Employer's appeal rights described in 45 C.F.R. §149.500 et seq.
HCSC will provide Employer with reasonable access to information that Employer may need to
exercise its appeal rights, but Employer shall be solely responsible for submitting any request
for reconsideration, request for informal hearing, request for review by the DHHS Secretary, or
request for reopening in accordance with such appeal rights.
IX. INDEMNIFICATION
Employer agrees to indemnify, defend (at I-ICSC's request) and hold harmless HCSC and its
agents, officers, employees, directors and subcontractors, against any loss, cost, suit, claim,
damage, liability or expense, including reasonable attomeys' fees, arising out of any audit,
investigation, subpoena, investigative demand, action, proceeding, liability, judgment
settlement, or inquiry by HHS or any other government agency or entity or any other person or
entity relating to Employer's participation iri the ERR Program, except for claims arising from
HCSC's negligence, willful misconduct, or rriaterial breach of this Agreement.
X. LIMITATION OF LIABILITY
HCSC shall not be liable to Employer for ainy action taken by HHS with respect to Employer's
ERR Program application, or for any ERR Program amounts that are not paid by HHS, or that
HHS recoups for any reason, or with respect to any appeals that Employer may file under the
ERR Program. Under no circumstances shall HCSC be liable for any loss, liability, damages,
penalties and expenses, including attorneys' fees, or other cost or obligation resulting from or
arising out of claims, lawsuits, demands, settlements or judgments with respect to this
Agreement, except for claims arising from HCSC's negligence, willful misconduct, or material
breach of this Agreement.
XI. STANDARD OF CARE, COOPERATION AND REGULATORY CHANGES
A. Standard of Care. The parties recognize that the ERR Program and the ERR Program
Requirements and procedures are complex, and that subsequent administrative guidance
or requirements from HHS may materially alter the scope of services or manner in which
the services contemplated by this Agreement are to be provided. In light of these factors,
HCSC will make a good faith effort to compile and provide complete and accurate
information in accordance with its best understanding and interpretation of the ERR
Program Requirements, as they may be modified from time to time.
1. Data Obtained from Third Parties. In satisfying its obiligations under this Agreement,
HCSC may utilize and/or obtain an<i/or provide data that is developed and maintained
by third parties with which it contracits, including, but not limited to, Prime Therapeutics,
LLC or other similar entities (collectively referred to as "HCSC third parties"). By
obtaining this data from a third party source, HCSC does not warrant and/or assume
responsibility for the accuracy of such data. In addition, HCSC may obtain or use data
or information provided by Employer or third parties not contracted by HCSC. HCSC
does not warrant and/or assume responsibility for the accuracy of any data provided by
Employer or any third party not contracted by HCSC.
2. HCSC Data. The parties recognize that HCSC's existing data sources, and those of its
subcontractors, were not designed for purposes of the ERR Program. Thus, HCSC
cannot and does not guarantee the accuracy of such information and data for purposes
of the ERR Program.
B. Cooperation. The parties recognize that they must mutually cooperate to perform the
services required under this Agreement;, and that HCSC is not responsible if it is unable to
complete any tasks because Employer, or any third party contracted or designated by
Employer, fails to meet its obligations, including providing required data.
C. Regulatory Changes. If either party bE:lieves that subsequent guidance or requirements
from HHS materially alter the scope of services or manner in which the services
contemplated by this Agreement are to be provided, or that any provision of this Agreement
is inconsistent with ERR Program Requirements, that parry shall promptly notify the other
party in writing, and the parties shall negotiate in good faith to amend this Agreement.
XII. RETENTION OF RECORDS
HCSC and Employer shall maintain all records required by 45 C.F.R. §149.350 for a period not
less than ten (10) years after the expiration ~of the Group Health Plan Year in which Claim costs
were Incurred, or as otherwise required by law. Further, HCSC will maintain and disclose to
HHS or the Office of the Inspector General of the U.S. Department of Health and Human
Services ("OIG"), upon their request, the: records sufficient to document Claim data, in
accordance with 45 C.F.R.. §149.350(d) and antifraud policies, procedures, and supportuing
information, in accordance with 45 C.F.R. §149.40(f)(4)(iii), and shall maintain (and/or cause
HCSC's contracted pharmacy benefit manager to maintain) such records for the same ten (10)
year period {or longer if extended by HHS or the OIG).
XIII. HIPAA COMPLIANCE
The parties acknowledge and agree that this Agreement involves the use and disclosure of
data that may include HIPAA protected health information. The parties therefore agree that all
uses and disclosures of HIPAA protected health information pursuant to this Agreement,
including any transition services developed under Section III., will be undertaken in compliance
with HIPAA and all regulations adopted in connection therewith. Further, the parties agree that
the activities under this Agreement will k>e subject to the Business Associate agreement
between the parties. Specifically, Employer warrants and represents that the intended use of
such information is for the Employer's participation in the ERR Program and related Group
Health Plan adminstrative purposes and that the information will not be used for employment-
related actions and decisions. The parties agree to make any necessary amendments to
written documents in effect related to the E:mployer's Group Health Plan prior to the Effective
Date of this Agreement to assure HIPAA compliance for the ERR Program-related services
under this Agreement.
HCSC shall provide minimum necessary HIPAA protected health information directly to
Employer or Employer's designee under Section IV. and pursuant to the terms of the HIPAA
business associate agreement between HCSC and Employer.
XIV. MISCELLANEOUS PROVISIONS
A. Amendments. All amendments to thin Agreement must be agreed to in writing by the
authorized representative of each party.
B. Assignments. This Agreement may not be assigned by either party to an unrelated third
party without the prior written consent of the other party.
C. Subcontracting and Performance. The parties acknowledge and agree that HCSC may use
subcontractors to perform some or all 01` the services described in Section IV. Further, any
of the services to be performed by HCSC under this Agreement may be performed by
HCSC, or any of its subsidiaries (including any successor corporation, whether by merger,
consolidation, or reorganization), without prior written approval by the Employer. Any
reference in this Agreement to HCSC shall include its directors, officers and employees as
well as the directors, officers and employees of any of its subsidiaries and HCSC shall be
responsible and liable for all performance or failure to peform by such subsidiaries in
connection with this Agreement.
D. Entire Agreement. This Agreement supersedes any and all other agreements, either oral
or written, between the parties with respect to the subject matter hereof, and no other
agreement, statement ar promise relating to the subject matter of this Agreement will be
valid or binding.
E. Governing Law. This Agreement shall be governed by, and shall be construed in
accordance with, the laws of the state of Texas without regard to any state choice-of-law
statutes, and any applicable federal law. All disputes arising out of this Agreement will be
resolved in Texas.
F. No Third Party Beneficiaries. Nothing in this Agreement is intended to create, or will be
deemed or construed to create, any rights or remedies in any third party inGuding, without
limitation, Employer's active and retired employees (and their dependents).
G. Notice and Satisfaction. The parties agree to give one another written notice (pursuant to
Section H., Notices, below) of any complaint or concern the other party may have about the
performance of obligations under this Agreement and to allow the other party thirty (30)
days in which to make necessary adjustments or corrections to satisfy the complaint or
concern prior to taking any further action with regard to the concern or complaint.
H. Notices. Any notice required or desired to be given relating to this Agreement will be in
writing and will be either hand delivered, or sent by U.S. mail, postage prepaid and retum-
receipt requested (receipt will be deemed to be five (5} days after postmark by the U.S.
Postal Service), or overnight courier addressed as follows:
HCSC: Blue Cross and Blue Shielcl of Texas
1001 E. Lookout Drive
ftirhardson, Texas ?5082
Attention: Terry Villiva
With a copy to General Counsel at the same address
Employer: City of Port Arthur
Attention: Patricia Davis
Notices given hereunder will be deemed given upon documented receipt. The addresses
to which notices are to be sent may be changed by written notice given in accordance with
this section.
I. Severability. If any provision of this Agreement is rendered invalid or unenforceable by any
local, state, or federal law, rule or regulation, or declared null and void by any court of
competent jurisdiction, the remainder of this Agreement will remain in full force and effect.
J. Status as Independent Entities. Nothing in this Agreement is intended to create, or will be
deemed or construed to create, any relationship between HCSC and Employer other than
that of independent entities contracting with each other solely for the purpose of effecting
the provisions of this Agreement. Neither HCSC nor Employer, nor any of their respective
agents, employees, subcontracteors or representatives will be construed to be the agent,
employee, subcontractor or representative of the other.
K. Exhibits. Each Exhibit to this Agreement is made a part of this Agreement as though set
forth fully herein. Unless otherwise specifically set forth in an Exhibit, any provision of this
Agreement that is in conflict with any provision set forth in an Exhbit will take precedence
and supersede the conflicting provision of the Exhibit with respect to the subject matter
covered by that provision of this Agreemient.
L. Force Maieure. Neither HCSC nor Employer will be liable for its failure to perform any
obligation under this Agreement because of contingencies beyond its reasonable control,
including but not limited to strikes (other than strikes within such party's own labor force),
riots, war, fire, acts of God, disruption or failure of electronic or mechanical equipment or
communication lines, telephone or other interconnections, unauthorized access, theft, or
acts in compliance with any law or government regulation. If a party's failure to perform
continues for more than twenty (20) business days, the other party will have the right to
terminate this Agreement immediately.
M. Headings. The headings in this Agreement have been included solely for reference and
are to have no force or effect in interpreting its provisions.
N. Counterparts. This Agreement may be- executed in counterparts, any of which need not
contain the signature of more than ones party, but all of which taken together, will be one
and the same agreement.
O. Dispute Resolution,. Any dispute arising out of or relating to this Agreement shall be
resolved in accordance with the procedures specified in this Section XIV.O., which shall
be the sole and exclusive procedures for the resolution of any such disputes. All
negotiations pursuant to this Section ;XIV.O. are confidential and shall be treated as
compromise and settlement negotiations for purposes of applicable rules of evidence.
1. Arbitration. In the event the parties fail to agree with respect to any matter covered
herein, the question in dispute shall be submitted for arbitrafron in Texas. The arbitrator
shall be selected as follows:
a. Upon declaration by one oi` the parties hereto that a deadlock exists, the
parties shall select an arbitrator;
b. tf no appointment is made within thirty (30) days after the deadlock is declared
and the amount in contest is in excess of $200, the American Arbitration
Association shall recommend an arbitrator; or
c. If no appointment is made within thirty (30) days after the deadlock is declared
and the amount in question is $200 or less, HCSC shall select an independent
third party to be the arbitrator.
The arbitrator will submit a decision within thirty (30) days after appointment or as soon
as reasonably feasible and such decision shall be binding on the parties hereto.
Arbitration expenses will be shared bey the parties. All other expenses (legal, incidental,
etc.) shall be borne by the losing party or, if both parties prevail, be apportioned by the
arbitrator to each party. Arbitration proceedings will be governed by the Rutes of the
American Arbitration Association them in effect.
2. Obligation to Continue Performance., Except as provided othervvise in this Agreement,
each party is required to continue to perform its obligations under this Agreement
pending final resolution of any dispute arising out of or relating to this Agreement.
P. Survival. The provisions of this Agreement regarding Term and Termination, Audits,
Indemnificiation, Limitation of Liability, Retention of Records, HIPAA Compliance and
Miscellaneous provisions will survive the expiration or termination of the Agreement for any
reason.
IN WITNESS WHEREOF, the parties have executed this Agreement.
Blue Cross and Blue Shield of Texas
A Division of Health Care Service Corporation, City of Port Arthur
a Mutual Legal Reserve Company
("HCSC") ("Employer")
TITLE: Vice President and Chief Underwriter
;,
TITLE:
s ,-
DATE: l /~/ G ~/ v
City of Port Arthur
Memor~~.ndum
TO: Stephen B. Fitzgibbon, City Manager 06/15/10
FROM: Dr. Albert T. Thigpen, IPMA-CP, Director of Human Resources and Civil Service
RIB: ERR Program Data Exchange & Service Agreement Ref. Authorization to Proceed
COMMENT
As you are aware, the City Council on 06/15/10 approved P. R. 15927 which
authorizes the submittal of an application to the U. S. Department of Health and
Human Services to participate in the Early Retirement Reinsurance Program (ERRP).
The application requires the provision of unique data and information. Blue Cross
and Blue Shield of Texas will provide said data as well as information for "on-going
reporting" at a cost of $6,000 in first year and $3,000 in subsequent years based on
the current level of program eligible retirees.
The submission of the application will be an extremely time sensitive item; therefore,
using reasoning concurrent with that of P'. R. 15927, I am requesting authorization to
proceed with engaging Blue Cross and Blue Shield of Texas for the referenced
purposes. This Agreement also satisfied the appropriate privacy requirements of the
Patient Protection and Affordable Care Act (PPACA). There is no other vendor which
could provide the required data and assistance regarding City retirees for this purpose.
Please advise should you need additional information.
APPROVED: ~~
Stephen B. Fi.tzgi ons
City Manager