HomeMy WebLinkAbout0109.094(C " . . .
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1anuary 20, 1994
THE HONORABLE CITY COUNC!L
Palo Alto. California
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Claims Aplin;,.,.".,.,. Seryk:es ror the City or faro Alto Self-Funded Emp!oyeets Dmtal
PL:m: Award or Co!!lract with First Hralth StJJ!legje<, Inc,
Members of the Council:
Report in Brief
The City of Palo Alto contracts with Risk Management Resoc.m:es (RMR) for claims
administration services foc the selHundro Dentai Plan. RMR bas proposed increasing their
IllOIIIhIy _on fee by 11.6 perrent, from $3,00 per employ"" to $3.35 per employee,
citing an iDIorease in the DUmber of claims being submitted. Ai;. result of the proposed in<."TeaSC
and because of _rating services from RMR, the City Iequesled competitive bids from other
third party adminisb:lIIon. This report recommends authorization of a new COlIIraCt with the low
bidder, FiIst Health Strategies, lnc .. effective March I, 1994. Funds have been budg:;1<x! in the
City'. employee benefits and inswance in!ernaI service accoonts to cover the costs under the
proposed agreement.
RMR WliS awan\ed the claims administration coDtra<:t in Oetober of 1990, in large part because
of their automated claims proces.ing system, local CUSlomerlclient services and WI'" n:porting.
RMR initially performed aU of their services al a high level.
In early 1991, the company was ",ld to EBP, IDe. of Minneapolis, Minneso'" whose services
!nclude paying claims as weD as 8clling related insurance products. RMR', focus was clJangro
and their claims paying services began 10 deteriorate. O\:r majo< concerns include delays
responding to claims questions, lack of continuity in claims paying procedures, poor custcmer
service and relocation of claims paying office<.
A R<quest for Prvposal (RFP) was developed by the Human Resoun:es staff and sem to ill
interested parties. A nwnbcr of comparties declined to submit. proposal, becau..<e they cwld
001 meet the minimum qualifications or because they fO;l their rates would not be competitive.
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Proposals were received from EBP/RMR, Delta Derual and First Health. The two finalists
chosen were EBPIRMR, the incumbent, and First Heal[h. An oral presentation ""as made to a
selection committee made up of members of th:-Human Resources Deparnnent. Finance
Department and representatives of employee unlOns.
The committee selected First Health S!rlI'egies, Inc. [0 succeed &'-1:IUEBP as the Cit)' of Palo
Aho's dental pl.an claims administraror. First Health is the Iarg<S! administrator of self·funded
pl.ans in the Uniwd Stires They provide d.ims paying services for many California employers
including Hewlett-Packard, Cowrty of Orange, Los Angeles School District, Albertson'"
Me:norcx. and Unisys.
First Health will offer a I'.hree-year contr.Kt at the eXJsting fIrst-year rate of $3.00 per month per
employee. The rates can be renegotiafed in the second and I:hitd years, subject to the limitation
that any increase cannoc exceed the annual rate of increase in the CPJ. The contr.n:t provides
for claims ruoout fees of $6.50 per Explanation of Benefits (EOB) and for Sl,ooo for start·up
and printing costs. By selecting First Health's rates over the rat<s proposed by EBPIRMR, the
City will save $2,000 tile first year and $3,500 per year in the second and third Y""'.
SIaff recommends that Council authorize the City Manager [0 execut< the ."""bed agreement
with First Health Strategies, Inc. f<>< deni,l claims adminislIatiCll services.
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NARD ZUCKER
ger, Employee Benefits
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Armclunenr
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EB'J'WEEN THE crTY OF PALO ALTO
AND F~RST HEALTH STRATEGIES (TFA) INC.
FOR DENTAL CLAIMS ADMINISTRATION SERVICES
THIS A(;RBEMENT is made and entered'intc this day of
• 1994, by and between the CITY OF PALO ALTO,
::: .. ---:m"un:::;7i-;c"i'"'p:::a"1'-;c"o:::rp=o;C:r"a:'tion of Ca 1 i f ornia (" CI T"X • ) and FIRST HEALTH
S'J'RA'rBGIES (TPA) INC. (Taxpayer Identification Number 87·0459486).
a Delaware corporation, 't,tith offices at 6975 Union Park center.
Salt Lake City, UT 94047 (~CONTRACTOR").
WIT NBS SET B:
WHEREAS, CITY desires certain seI:vices,
administration ~d payment of dental ~lai~~; and
including
WHEREAS, CITY desires ·to eng-agE-CONTRACTOR to provide
these services by ~e3Bon of its qualifications and experience fOr
performing such services, and CONTRACTOR has offered to provid~ the
required services on the terms and in the manner set feeth herein;
NOW, THEREFORE; in consideration of their mutual
covenants, the parties hereto agree as follows:
SECTION 1 -DEFINITIONS
1.1 ldIT
The term. "CITY" and ·Plan Sponsor" shall mean the City of
Pa10 ~to~ California~
1 ~ 2 CITY !o-!ANAGBR
Tbe term ·City Manager· shall mean the duly appointed
City Manager of the Cicy of Palo Alto~ California; or his or her
designated representative~
1 • 3 CITY CLERK
The term "City Clerk" shall mean the duly appointed
Clerk of the City of Palo Alto; California, or his or
designated representative.
1.4 RISK ~~GER
City
her
The term "Risk ManageI-1j shall mean the duly appointed
Ris~ Mar~ger of the City of Palo Alto, California, or his or her
designated representative.
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1.5 PROJECT
The term ~Projectl shall mean the services described in
Exhibit ~A", entitled IIScope of Services and Time SchedulE'·.
attached hereto and mace a part hereof by this reference.
SECTION 2 -PROJECT COQRDINATION
2.1 CITY
The City Manager shall be representative of CITY for all
pu~ses under this Agreemer.t. JAY ROUNDS is designated as the
Proj ect Manager for the City Manager, and he or she shall supervise
the progress and execution of this Agreement. and shall b~ assisted
by LEONARD ZUCKE'R~ the Benefits .Manager.
CONTRACTOR shall aSSign a single Project Director to have
overall responsibility for the 'progress and Execution of this
Agreement for CONTRACTOR. CONTRACTOR sr.all assign staff personnel
fram its Salt Lake City~ Utah or its Portland, Oregon offices i or
both~ in the performance of its cbligations hereunder. Bk~k~A
SWANSON hereby is designated as th€ Project Director for
OO~ITRACTOR~ Should circumstances or conditions subsequent to the
execution of this AgreemEnt require a substitute project Director
for any reason: the Project Director designee shall be subject to
the prior written approval of the Project Manager.
l1l1CTION 3 -DUTIES OF CONTRACTOR
3 • 1 S ERVI ~~ TO Il~ F\lRNI SHED
CONTRACTOR shall provide all specified services as set
forth in Exhibit A.
3.2 lAWS TO BE OBSBRVED
CONTRACTOR shall:
3.'2.1 Procure all peIT.'.its and licecses,. pay all
charges and fees. and give all notices which may be necessary and
incident to the due and lawful prosecution of the services to be
performed by CONTRACTOR under this Agreement,
).2.2 Keep itself fully informed of all existing
and future federal, state. and local laws. ordinances. regulations,
orders. a.'"1d decrees which may affect those engaged or employed
under this Agreement, any materials used in CONTRACTOR's
pe!'fo:rmance under this Agreement r or the perfonnance of the
aervices under this Agreement;
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3.2.3 At all times obs9rve and comply with, and
cause all of its subcontractors and employees, if any, to observe
and comply -with, the laws j ordinances, regulations; orders and
decrees mentioned above; and
3.2.4 Immediately report to the Proje~t r.1anager
in writing any discrepancy or inconsistency it discovers in the
laws, ordinances, regulations; orders, and decrees mentioned above
in relation to any plans, drawings, specifications or provisions of
this ~9.I·eernent ~
3~3 RELEASE QF RgPORTS AND I~~ORMAT!ON
Any reports, information, data or other material given
to, or prepared or assembled by. CONTRACTOR or its subcontractors,
if any. under this Agree.'!'Ient shall be the property of CITY and
shall not be .made available to any individual or organization by
CONTRACTOR or its subcontractors. if any, without the prior written
approval of the City Manager~
3.4 QQPIBS OF REPORTS ~~ INFORMATION
It CITY requests additior~l copies of reports; drawings,
specifications or any other material which CONTRAC1~R is required
to furnish in limited quantities as part of the ser.rices under this
Agreements CONTRACTOR shall provide such additional copies as are
requested an.d CITY shall compensate CONTRACTOR for the: costs of
duplicating of BUch copies at CONTRACTOR's actual cost~
3.5 FI~ REPORT
Except as hereinafter provided, CONTRACTOR shall provide
CITY with three (3) copies of any final report required under this
Agreement., as set forth in Bxhibit ·A-. upon completion and
acceptance of the report. :toy CITY.
3.6 QUALIFICATIONS OF CQNTP~CTOR
CONTRACTOR represents and warrants that i'C has: the
expertise and professio!1a.l qualifications to furnish tt .. e dental
claims administration services described in this Agreement.
3 . 7 .CQ.MPLIA..~CE WI TH ADA
CONTRACTOR states that it is aware of the requirements of
the federal Americans with Disabilities Act of 1990. a..'1d the
Government Code and the Health an-j Safety Code of the State of
California~ relating to ac<::'2SS to publ ic buildi~gs and accommo
datiOllS for disabled persons; and relating to facilities for
disabled persons. CONTRACTOR shall comply ~ith or ensure by its
advice that compliance with such provisions 'Will be effected
pursuant to the terms of this Agreement.
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SECII0N 4 -COMPENSATION
Fo!" the fllll performance of the ser .... ices described herein
by CONTRACTOR, CI'I'Y shall pay CONTRACTOR (1) the amount of t.hree
dollars ($3.00) per month per employee plus print."ng costs, a fee
of $6".50 for the processing of each Explanat.ion of Benefit.s. and a
one-time start-up fee of one thousand dollars ($l,DOO). The per
employee charge of $3.00 may be adjusted upwards iu 1995 and 1996
at a rate Dot to exceed the change in the Conswner Price Index [All
Urban Consu.'ners} {base years 1982" 1984 lOO} for the San
Francisco-Oakland" San Jose CSMA published by the United States
Department of Labor, Bureau of Labor Statistics (-Index"), which is
publiEhed most immediately preceding the anniversary dates of the
second and third years of the irritial term (indivldually,
"Extension Index!!). The Bxtension Index shall be compared ""'ith
the Index published most imrnedi2tely p~eceding the date th~ term of
this Agreement commences {"Beginning Index" J • If the Rxtension
Index has increased over the Beginning Index, the per-employee per
month charge shall be multiplied by a fract.ion, the numerator of
which is the Extension Index and the denominator of which is th~
Beginning Index l and the per-employee rate for the second and third
years of the initial term, as appl icable~ shall be detennined
accordingly~ Payment shall be made within 45 days of receipt of a
billing statement to CITY ~ Interest on the unpaid bal ance shall
aCC~Je after the thirty-day period at the rate of twelve percent
(12%) per annu..'"n.
SECTION 5 -mITrES OP CITY
CITY shall provide any and all reasonable and necessary
services in connection with the administration and pavml?:nc of
dental claims under its dental health plan {-Plan"} as the Plan
Sponsor~
seCTION 6 -TERM
The services to be performed hereunder shall commence on
March 11 ~994, cr as soon as practicable thereafter, and shall
continue to December 31, 1994. The term shall bE automatically
extended for successive one-year terms, commenCing January 1. 1995~
but shall ter.mir~te on December 31. 1996, in accordance with the
time schedule as may be set forth in Exhibit -A", unless sooner
ter.rninated by a party.
SECTIQ:t_L_: __ B;:_t...~WAL OF TERM
The initial term of the Agreement~ which shall expire on
December 31. 1996, may be renewed at the option of CITY. provided
the parties mutually agree to the terms and conditions of renewal.
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SEcrrON B -TERMINATION OR SUSPENSION OF AQRE~rIT
B.l RU":HT TO SUSPEND OR ~lt.M.t~
The City Manager may suspend this Agreement, in whole or
in part, or termlnaee this Agreement~ with or without cause, by
giving Sixty (60) days' prior written notice thereof to CONTRAC?OR_
Upon receipt of such notice, CONTRACTOR shall immediately
discontinue its performance under this Agreement.
CONTRACTOR may terminate this Agreement or suspend work
on the Project, .... ith or without cause. by giving sixty (60) days'
prior written notice thereof to CITY _ CONTRAcroR shall discontinue
its performance under this Agreement after the expiration of the
notice period.
a.2 PAYMENT
L~n such suspension or te:nnination by CITY. within
thirty (30) days after the effective date of suspension or
termination, CONTRACTOR shall be paid for all services actually
~ndered to CITY to the date of such suspension or termination;
provided, however, if this Agreement is suspended or terminated for
fault of CO~~CTORi CITY shall be obligated to compensate
CONTRACTOR only for that portion of CON'rRACTOR' 8 services which are
of benefit to CITY. as such determination rr.a.y be made by the City
Manager in the reasonable exercise of his or her discretion.
B • 3 &EDJRN OF MATERIALS
Upon such suspension or tenr.ination, CONTRACTOR shall
turn over to the City Manager immediately any and all copies of
studies, sketches, drawings, computations, and other data~ wbether
or not completed, prepared by CONTRACTOR or its subcontractors, if
any. or given to CONTRACTOR or its s-.ibcontractors, if any, in
connection with this Agreement. Such materials shall became the
permanent property of CITY.
8.4.1 CITY shall promptly cease to represent tt~t
CONTRACI'OR is a service provider with respect to the Plan, and CITY
shall promptly notify the Plan pa.rticipants and beneficiaries of
this fact upon the termination or expiration of this Agreement.
8.4.2 CITY 8ha] 1 promptly return to CONTRJ>.CTOR any
inforP'.ation and materials, excluding Plan records~ bea.ring
CONTRAC'l'OR's names and marks \.Opon the terminat.ion or expiration of
this Agr€:en~ent. Alternatively, such information or ~terials may
be destroyed by CITY.
SECTTON 9 -INDEPENDEl'II" J""JDGME1q
Failure of CITY to agree \llit.h COt-r!'RACTOR'S independent
findings~ conclusions. or recorn:rr.end.=ttions, if the same are called
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for under thi$ AgreemE'nt~ on the basis of differences in matters of
judgment, shall not be construed as a failurp. on the part of
CONTRACTOR to meet the requin:ments of this Agreement.
10 • 1 ASS IGNMENT
Both parties shall give their pers~nal attEnticn to the
faithful performance of thia:: Agreement ana shall not assign,
tra.~ster. convey, or otherwise dispose of this Agreement or any
right, title, obligation, or interest in or to the same or any part
thereof without the prior written consent of the other party·, af'1.d
then only subject to such te~.s and condition3 as t.he ather party
may require. A consent to one assign.."TIent shall not be deerr.ed to be
a consent to any subsequent assi9a~ents. Any assignment without
s~ch appro~al shall be void and, at the option of the other party.
sball terminate this Agreement and any license or privilege granted
herein. This Agreement an.d any interest herein shall not bE.
assignable by operation of la~ without the prior vritt€n consent of
the other party. An assi~~ent by CONTRACTOR to a subsidiary or
affiliate corporation of CONTRACTOR shall not be deemed an
assignment or a transfer, conveyance, or disposition under this
provision.
10.2 PERSONAL SERVICES
It is agreed that this Agreement is for the personal
services of CONTRACTOR and cannot be performed ~y any other person
or organization.
10.3 SlJ"BCON'I'RACTQRS; EMPLOYE.E!.l
CONTRACTOR shall be responsible for employing or engaging
all persona necessary to perfo.nt'l the services of CONTRACI'OR
hereunder. No subcontractor of CONTRACTOR will be recognized by
CITY as such; rather~ all subcontrac~ors are deemed to be employees
of CONTRACTOR, and it agrees to be responsible for their
performance. OO~~RACTOR shall give iLs personal attention to the
fulfillment of the provisions of this Agreement by all of its
employees and subcontractors . .i f any .. and shall keep the work under
its control. If any employee or subcontractor of CONTR~CTOR fails
or refuses to carry out the provisicns of this Agreement or appears
to be incompetent or to act in a disorderly or improper manner, the
employee or subcom::ractor shall be discharged immediately from the
work under this Agreement on demand of the Project Manager.
SECTION 11 -NOTIC.ES
All notices hereunder shall be given in writing and
mailed, postage prepaid, by certified mail, addressed as follows!
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To CITY:
To CONTRACTOR:
Copy to:
Office of the City Clerk
Post Office Box 10250
P.;:l,.lo Alto, CA 94303
FIRST H~~TH Strategies, Inc.
1600 S.W+ Fourth Avenue, Suite 950
Portland, OR 97201
(5031 221 -3150
ATr.N: Barbara Swanson~ Project Director
General Counsel
FIRST HEALTH Strategies (TPA) Inc.
Suite 600
6375 Union Park Center
Salt Lake City, UT 84047
SECTION 12 . INTEREST OF CONTRACTOR
In accepting this Agreement, CONTRACTOR CClvenant.B that it
presently hClS no interest, and shall not acquire any interest,
direct or indirect~ financial or otherwise; which would conflict in
any manner or degree with the performance of the ser~ces
hereunder. CONTRACTOR further covenants that, in the performance
of this Agreemeot.. no subcontractor or person having s~ch an
inter~st shall be employed. CONTRACTOR certifies that no one who
has or will have any financial interest under this Agreement is an
officer or employee of CITY. It is expressly agreed that in the:
performance of the professional services required under this
A9r~ement, CO~~CTOR, and any of its subcontractors or employees r
shall at all times be considered independent contractors and not
agents or employees of CITY.
SBCTION 13 . INDEMNITY
C!1~ has the final discretionary authority to determine
what benefits will he paid by the Plan, accordingly, CITY shall
indemnify and defe~d CONTRACTOR against any third-party (employee/
claimant and their representatives only) claims relating to the
Plan and any expense or liability (including reasonable attorneys'
fees) arising from such claims; provided; however; CITY shall not
be required to indemnify and defend CONTRACTOR hereunder if and to
the extent that such claim, expense, or liability is due, in whole
or in part, to CONTRACTOR's negligent performance of or failure to
perform its obligations l,mder this Agreement ~ Except as provided
in the preceding sentence, ~ach party shall be responsiple for its
own acts and omissions and those of its respective agents; and
shall each indemnify the other against any Claims, expense., or
liability (including reasonable attorneys' fees) arising out of its
own act or omissions. Rights of indemnification hereunder shall
survive the termination of this Agreement.
SEC'TION 14 • WQRJ:<:.EnRSn· ____ .£OMPENSATIQN
CONTRACTOR, by executing this Agreement, certifies that
it is aware of the pI'ovisions of the Labor-Code of the State of
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Calitornia .... hich require every e."l1ploy-=-r to be insured against
liability for workers' compensation or to vndertake sel~-insuLance
in accordance with the provisions of that Cede, and c~rtifies that
it will compl.y with SL1Ch pro ..... isions bo::!'fore corrunencing the
perfonnance of the work of this Agreement.
15.1 INSURANCE COVERAGE
CON7~CTOR. at its sole cost and expense, shall obtain
and maintain, in full force and effe::t throug:r~out the entire ter.n
of this Agreement, the insurance cove raga described in Ey..hibit ~BI,
attached hereto and TI'.ad~ co. part hereof by this reference, insuri:-lg
not only CON'l'RAC'TOR and its sut-contractors, if any. but also; with
the exception of ..... orkers· compensation, e.mployer's li.abili qt. dnd
professimlal liability insur::mce~ na"'lling as addit ional i!!S1.lreds
CITY. its Council merr~ers; officers, agent~ and employees, and each
of them, concerning this Agreement and the Project.
All insurance coverage re~~ired hereunder shall be
provided through carriers wit.h all A. M. Best &: Ccmpany rating of
A:X 0::-higher that are admi'C.ted to do business in the State of
california. Any and all subcontractors of CONTRACTOR uilder this
Agreement. shall obtain and maintain; in full force and :effect
throughout the term of this Agre~~ent~ identical insurance
ccverage, ""ith CITY named as additional insured under :such policies
as required above.
15.2 EVIDENCE OF CQVERAGE
Cert..ificates of such insurance, preferabl:sr on the fo~s
provided by CITY. shall be filed with crr¥ concurrently with the
execution of this Agreement. The certificates shall be subject to
the approval of the Risk Manager and shall contain an endorsement
stating that. the insurance is primary coverage and will not be
cancelled or altered by the insurer except after filing with the
City Clerk thirty (30) days' prior .... ori tten notice of such
cancellation or alteration, and that tbe City of Palo Alto is named
as an additional insured except in policies af workers~
compensatioL r err.player; s liability, and professional 1 is..bility
jnsura~ce. Current certificates of suen insurance shall be kept an
file at all times during the term of this Agreement with the City
Cleric.
Tr.e procuring of such required policy or polides of
insurance shall not be constl~ed to limit CONTRACTOR's liability
hereunder nor to fulfill the indemnification provision and
requirements of this Agreement under Section 13 hereof.
Notwithstanding the policy or policies of insura..nce, CONTRACTOR
shall be obligated for the full and tot.al amount of any da[T1age,
injury. or loss call sed by the services performed or not performed
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under this Agreement, including such arising after the .4greemel1t
has terminated or expired.
SECTION 16 ~ AUDITS
CONTRACTOR agrees to permit CITY to alldit~ at any
reasonable timp during the term of this Agrearnent and for three {3}
years thereafter, CONTRA~R's records pe~taining to matters
covered by this Agreement. CONTRACTOR further agrees to ~aintain
such recorda for at least three {3) years after the expiration of
the term of this Agreement.
SECTION 17 -AGREEMENT lU .. @ING
The terrnB. covenanter and conditions of this Agreement
shall apply to, and shall bind. the hEirs, successors, a)(ecutors.
admdnistratore, assigns, and subcontractors of both parties.
The waiver by either party of any breach or v~olation of
any term r covenant, or condit.ion of this Agreement, ot' of the
proviaions of any ordinance Qr law. shall not be deemed to be a
waiver of any other term, covenant r condition, ordinance .. or law or
of any subsequent breach or violation of the same or of any other
ternl. covenanti condition. ordinance, or la';i". The subsequent
acceptance by either party of any fee or other money which lI'laY
become due hereunder shall not be deemed to be a waiver of any
preceding breach or violation by the athel-party of any term ..
covenant. or condition of this Agr€ement or of any applicable law
or ordinance.
BRetTON 19 -COSTS AND ATTORNEYS' FEES
The prevailing party in any action brought to enforce the
terms of this Agreement or arising-out of this Agreement [nay
recover its reasonable costs and attorneys" fees expended in
cocnection with such an acti~n from the other party.
~O"N,-"2",Q'-.:,--,N,",Q,--"I,,,-MJ?g:.\.I ED WAlYER
No payment, partial payment, acceptance. or partial
acc~ptance by CITY shall operate as a waiver on the part of CITY of
any of its rights under this Agreement.
SECTION 21 nn-= _NONDISCRIMINATION; PENALTY
21. 1 DUTY OF CONTRAC!'OR
No discrimination shall be rro.ade in the employment of
persons under this Agreement because of the age. race, color,
national origin, ancestry, religion, disability, sexual preference
or sex of such person. If the value of this Agreement is. or may
be. Five Thousand Dollars ($5.000) or more, CONTRACTOR agrees to
meet all requirernents of the Palo Alto Municipal Code pertaining to
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nondiscrjrninati.on in 02mployment, inc::'uding completing and filing
the "Certification of Nondis<:rimination" on t:be ferm furnished by
CITY. attached hereto as Exhibit 'Ie" .and made a part hereof by this
reference.
CO~~CTOR agrees tnat each agreement fQr se=vices from
independent providers snaIl contain a provision substantially as
follows:
'~rovider shall provide CONTRACTOR with a
certificate stating that he {or she) is
cu=rently in compliance with all Federal and
State of California laws covering
nondiscrimination in employment; that he (or
she) will pursue an affirmative course of
action as re~lired by the Affirmative Action
Guid~lines of the City of Palo Alto; anj that
he (or she) will not discriminate in the
employment of any person under this contract
because of the age, 'race, color, national
origin, ancestry, religion, disabilily. sexual
preference or sex of such person.·
If CONTP~CTOR is found in violation of the
nondiscrimination provisions of the State of Califo::::nia Fair
Employment practices Act or similar provisions cf federal law or
execlitive order in the: performance of this Agrt:ement, it shall
thereby be fcund in mate=ial breach of this Agreement. Thereupon,
CITY shall have the power to cancel or suspend this Agreement. in
whole or in part, or to deduct from the amount payable to
CQNTRAC'I\)R the sum. of Twenty-Five Dollars ($25) for each. person for
each calendar day during which such person was discriminated
against, as darna.ges for breach of contract, or both. Only a
finding of the State of Califo~ia F-air &'l1ployment Practice'S
Corrnnission or the equivalent federal agency or officer shall
constitute evidence of a violation of contract under this Section.
If CO~~CT~R is found in violation of the
nQndiscrirninatio~ provisions of this Agreement. or the applicable
affirmative act~on guidelines pertaining to this Agreement,
CONTRA~R shall be found in materia1 breach of this Agreement_
Thereupon, CITY shall have the power to cancel or suspend this
Agreement, in whole or in part, or to deduct from the amount
payable to CO~~CTOR the ~um of Two Hundred Fifty Dollars ($25G)
fer each calendar day during which CONTRACTOR is found to have been
in such noncompliance as damages for breach of contract, or both.
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.AMENDMENT
This document represents the entire and integrated
ag:!:eement between CITY and CONTRACTOR and supersedes all prior
!legotiations. representations~ and agreements, either written or
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Oral. 'lbis dOCUlleftt:: !lillY be ameJlt!ed Only by written instrument,
,!I1gn"" by botll CITY """ CON'I'1tACTOR.
SiC'UQH 2) -GOVjWWIG LJdf
This Agreemect lllhall be gc.we-rnad by the laws 01' ~e St.a.te
of C&l. Uo..n ••
IN' WI"'llmSS WH£R.IC1.t the parties hereto have executed: thiZl
. ~t tile day <UId YO'-Hreo &I>OV<! .... itt.n,
clty Clerk
AP1'£QV8D AS TO PORIf'
~or lUIot. CJ.ty At.tO%X>9y
APPIIOVl!C ,
lieli Mallage.-
Director ot au=an Re~
Ula'BIT "A·:
EXRIl!IIT • B· :
BXH.IBIT ·C·!
CITY 01' PAW 1oLTO
H&yor
PntSl' me.
SCOPR OF SlIRVrCRS lIND TTMl! SCl!I!OOLB
DlSORANcII
~rnr::ArION OP NOIIDISCRIMn1ATXOlf
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EXHIBIT "A"
SCOPE OF SERVICES AND TIME SCHEDULE
CONTRACTOR 8ha::'1 perfo:nn the serv-ices described in this
Exhibit ·A· in accordance wit~ the te~s of.City's dental health
plan {IPlan"j and within the framework of directives, policies,
inte~pretations, rules, practices and procedures made by City to
the extent that such are consist~nt with all applicable laws and
regulations. Notwithstanding any other provision of this Agreement
or the Exhibit {s} ~ CONTRACTOR' s services shall not iI!clude the
services of lega.l counseL iDveSt..r!"rE>nt advisors~ or-certifie.d public
acC'ountants~
After its receipt and processing of all necessary Plan data
and other i::lformat.ion, CONTRACTOR shall provide the following
administrative services in conneCtion with the Plan:
A~ Provide information. bas~d on records provided by the
Plan, concerning Plan eligibility and benefits provisicns
to all claimants and their health care providers by
telephone during normal business hOU,5~ including toll
free accese if separatel}" agreed upon, and by mail in
response to written inquiries. Such infor.mat~oL shall
not constitute a determination of benefits that will be
paid under the Plan, or a guarantee or certification to
anyone that any amount · .. ill be paid. Benefit deter
minations can only be made after a complete c!..aim is
s'UblrJ.tted and fully processed by CONTRACTOR~ and are
subject to all eligibility requirements~ limitations i
exclusions and other provision of the Plan in eftect when
a claLm is processed.
B. Perfor~m the following claims administration services:
1. Receive and review claims and claims-related
documents.
2. Verify eligibility and calculate amounts payable
under the Plan in light. of Plan provisions
concerning medical neceseity~ reasonableness of
cr..arges and preferred provider or o ... her service
arrangements.
3. Correspond with claimants and/or their providers to
obtain any required additional information and to
determine whether other coverage for the claim
exists under other benefit plans i insurance
contracts, health maintenance organizations, or
government-sponsored benefit programs.
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4. prepare and mail eA~lanatior.s of benefits (or
denials of ben~fit6i and benefit payment checks
drawn on one or more dEmand deposit accounts. Such
accounts shall be designated by CITY, ~hich shall
ensure that tha accounts contain sufficient funds
at. all times for the continuous and timely payment
of benefits claims process.ed by COt.."'TRA.CTOR
hareunder.
5. Provide any insurance ca.l"rier from which Crl'¥ or
the Plan obtains stop-loss or other coverage ~ith
information reasonably required by the carrier tor
payment of claiw.s under such coverage. CONTRACTOR
assumes no responsibility or liability for the non
payment of such claims by any insurance carrier.
6. Seek. reimbursement of ove:rpayments of Plan benefits
and offset such erroneous payments against
subsequent claims in accordance with plan
provisions and applicable law. CONTRACTOR shall
have no obligations to take legal action against
anyone to recover overpayments or to otherwi.se
enforce ar.y provisions of the Plan.
7. Conduct the claims review and appeals procedure in
accordance with Plan provisioIls. CONTRACTOR shall
advise the Plan Sponsor of all appeals cf denied
claims and the Plan Sponsor shall make all final
benefit determinations in such cases.
c. Provide one copy of CONTRACTOR's current form of plan
document and/or summary plan description anrl all related
standard administrative forn~ and assist with the design
and printi~g of claims forms, ID cards, and other
supplies designed specifically for the Plan.
D. Provide all reports included, f!'om time to time. in
C~NTRACTOR's standard reporting package.
E. Previde the Plan Sponsor with
COz..~.ACTuR that is n2.)q':.!i:r-ed
preparation of required reports
any
by
and
data maintained by
the Plan in the
filings~
F. Atteud meetings with the Plan Spc.nsor as reaaonably
requested and necessary for the provision of services
under this Exhibit.
G. Correspond -wit.h claimants and their representatives
regarding possible third~party (employee/clailT"103.ut and
their representatives) liability fer expenses paid by the
Plan Oil clai.mants· behalf; request repayment of those
expenses in acco..:-dance with any subrogation provisions of
the Plan. CONTRACTOR shall have nc responsibi 1 i ty or
liability for the refusal of claimants or their
representa>:ives to r~imb1Jrse the Plan for such expenses.
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EXHIBIT -:e.-'-
FART 11 • SUPPLEMENTS to FORMS SECTION 00420
CITY of PALO ALTO
EXPERJENCE AND FiNANCIAL QUAL/FICA TrONS
Tl\.e 1041owlnQ infOt"rNtion concerning the experi&nce and !if\ancial t,jua!ifiCiitions
Df N COtl.liultlnt ,re iii reQuired part of t!"Ie Proposal. This informatio~ may be
~!udod in V .. Prot>OS8r'1 prolXlui format. this tormat is pro\fided for into-rm3tiO.,
reQUintd 0lWy. The ~"iormaVon moily be used in thlt Propow', e\falu3r}cn and i3
cltl"tified correet by your ~rft herei.."
Name of ~any: FIBST HEALTH STRATEG rrs. INC.
Name of lnsurarn:e Garf.er::, ___ -,N"/:.;' ,'-_____________ _
F'honeN"",be<: (5031221-3150 Policy Number: ___ .::N~/.!.~~ _______ _
1. How many year.s have you ~or YO;Jr firm) done busine!i& under the I'Utme listed above?
I
.2.. How ma.,v yellS exptrienee ~~ YOU (or your firm) had which is similar in nature to the work.
co ...... ! In the Pr~l _.....l.J .. O __ _
3. Please provide rill yaur proposal) llIie'lant refaranc:l!Js to eontToiICtS satisfactorily completed in the
Iu: tI\ree (3~ Years:. The infcf'!nltion should mclude: V ... r; Type of sli!rvtces:
Comp.any/AIJ8!lCY name and loeation; and Conb'i1C1 .amount.
3.1 Have you ,0( your firm) previously wor1c:ed fOf" the City of Paio Altoi'" 0 Yes ~ No
It yes, pie.ue include the information in your prOPDsal.
4. PleasE; prOvide r.n your propo.s.ar, I list of the Proj'!!ct's rn.iINQBmlilnl :staff of the prapo:ser who
will ~Q'tI 1:h4! proPQWd work .as may b-e reQuired by the S<:o~ 01 Work or Services Ii$!~
herein. The infomur.ior. .should inciude.: Name; Years of Experience; Fiejd at
E1q)eniM/Ca~ .. bilities, "''''Please refer tc :,noposal fo!' detai 1s.
5. State location fin your Dlopo.s.all .of infOrTnlltion rec:ue5ted under itenl$ 1 ·4 abov1t;
6,
T.ca:1jfgrrda 2. 3. 4.
FI T HE LTH ST9ATEGIES, I~C.
pjiny Name}
NQve~ber 22, 1993
(Dale)
ENO OF SECTION
Sc~TIClI\j 00'"-(
-,
Ne.' Of IfIIURED:
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EXHIBiT "'8-
___ <:0_"
S_end_~
3 CDt'pOtd $qL*'l, SuitI! 1'i'OO
A_,OA 30329
\
Th~ iii ttl CIIIftfty 1twf: tne po(ldet. tot l"autarlCti ~ betow he':le bNl't iuvIiId to the lnslJf"tId .-..rned above ~ .,.. in
~ at this tJrn.. ~ atrf ~ term or COI'Idtioo of II'Y CC!'ltr"Kt Dr ~ dOC\lmtln't 'MttI r~
to whic:h thb ... dbce mrt be iNvIc: or m«v pert»ln, the-hM."flIf'IICe If'foro.d ~ the ~ dtacti'o.d hatl!i:n b subjBd;
\0 .n the tef1TN. ~. 1IIfld ~ r;rt tvCt! poiGia. Umfts.nown ~y f'Iavot: beer; ~ o'r' PJid c:J.ima •
i!I!!m Re, Fnt """'"
c:mJ'FfCt.1I '19' P'P' NAIIQR AI: Ot-t of Palo AtUI iI nerMd .. ~ ""sured:
• :t 000,000 CSl ..,. k>c.
''',000.000 01,000,000
'1,000.000
• 500,000
$ 100,000 Oed,
'5.000,000
• 0 SIR
tMKF i &'KMI: Shadd..,., of1tle IIi:IOW dae!'btd ~ be ~ ~ ... upiiradOn dZ& 1b&reO!:. "7',;-;;;;'1 Coownywil __ to _ 3C _ .. __ 1 ..... ..-... by ___ I. _,0 day>
pgyrnmi ~ pratnivrn to 'IN DtiOw ~ ~ ~. but hi!unlm mati such ~ lhall ~ no ~
'" _ a/...., kfnd"-, me~.
Jl1IyAry 19. I
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EXHIBIT "C·
PART II • SUPPLEMENTS TO FORMS SECTION 004' 0 {RFPj
CE:RTIFICA TION OF NONDISCRIMINA TION
Certificatipn Qf Non4!9crimfn8tion: As sup~Jiers of goods or services to the City of
Palo A!to. the firm and individuals fisted befow certifies that they dQ not discriminate
in employment with regards to age. rac~, color, religion, national origin, anc8stry,
disability, or sexuai preference; that they are in compliance With an Federal, State and
local directivi!$ and executive orders regarding nondiscrimination in employment; and
(nat they agree to demonstrate positively and aggressively the principie af equal
opportunITy in employment.
The Proposer agrees specifically:
1 ,0 To estab ris h or obse rve employment po iicie.§ which a ffi rmao:ive!y promote
ooportunities tor minority persons at ai' job leye!s.
2.0 To communicate this policy to aJl persons concerned, including air
employees, outside recruiting services. especiaHy thosa serving minority
communities. and to the minority communities at farge.
3.0 To take affirmative action steps to hire mir.ority employees within the
orga nization.
4.0 To be knowledge2ble of the toeal, state. and federaJ laws and regulations
concerning affirmative action poricies and provide opportunities for
employees.
Firm: fIRST HEJ\LT!-f STRATEGIES, INC.
Dat._..lli!2!.!:.!!!l<u....~O:n:;t:::=::::::: ____ _
Please include any additional info(mation avaffab!e regarding equal opportunity
employment pr~rams now in effect within your company.
END OF SECTION
SeCTION OC4101RFQI·1
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EXjiIBIT "C·
PART II • PROPOSAL FORMS SECTION 00310
CONSULTANT'S SPEC1AL LICENSE REQUIREMENTS
When applicable, and suoject to verificatior. of good standing. th4!' Consultant shall
submit a copy of its curre!'1t pr~fessional license as issued by the State of California
under Chapter 9 of Division ill of t!'!e California Business and Professions Code
{Sections 7000 ~}. The copy of the license shall be attached to the Signat'<.!re
Page herein.
ACKNOWLEDGEMENT OF ADDENDUM(SI
During the RFP process thare may be changes to the documents which woufd .. eQuire
an issuance of an Addendum or Addenda. To assure that all Consultants receive the
updateo(change Addendum. the fotlowing acknowledgement and sign·off is required.
NOTE: Fan\.lre to execute the foflowit"lg may be considered as an irregulariry in
tne request for proposal process. Receipt of the following Addendum rs
ac:knowledged. The Consultant acknowledges that th,e Lnformation contained in the
addendum has been considered in the preparation of t..,is RFP.
Addendum No. (None..lLJ, 11~, 12_). 13_1, 14_1. 15 __ 1
ICheck appropriate space/number above 1
I
fIS:ST HE
Company
END OF SECT!ON
CITY of PALO ALTO: Acknowledgement· [8·931
,
,