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R93-104RESOLUTION NO. R93- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR ~D CITY CLERK TO EXECUTE A MANAGED cARE SERVICE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE TRAVELERS INSURANCE COMPANY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon recommendation of staff, has deemed it to be in the best interests of the citizens and residents of the City of Boynton Beach, Florida to execute a rgnewal of the Managed Care Service Agreement between t~e Cit~ ef Boynton Beach and the Travelers Insurance Company; NOW, THEREFORE, BE IT RESOLVED BY TH~ CITY COMMISSION OF THE CITY OF' BOYNTON BEACH, FLORIDA, THAT: Section 1. The Mayor and City Clerk are hereby authorized to execute a renewal of the Managed Care Service Agreement between the City of Boynton Beach and the Travelers Insurance Company, which Agreement is attached hereto as Exhibit "A". Section 2. That this Resolution effective immediately upon passage. shall become PASSED AND ADOPTED this ~ day of July, 1993. CITY OF BOYNTON BEACH, FLORIDA ATTEST: Ciffy Clerk (Corporate Seal) ~r Comm~s~oner Authsig.doc Dntl.Agr 7/15/93 CITY OF BOYNTON BEACH 1993 (HEREINAFTER REFERRED TO AS THE "CONTRACTHOLDER") PERSONNEL AND __ THE TRAVELERS INSURANCE COMPANY Hartford, Connecticut and its Affiliated or Subsidiary Companies designated herein (HEREINAFTER REFERRED TO AS "THE TRAVELERS") WHEREAS, the Contracthefder has established an employee health benefit plan described in the attached Exhibits hereof Chereinafter referred to as the "Plan") for Certain of its employees, former employees and their dependents; and WHEREAS, the Contractholder desires The Travelers to furnish certain managed care services set forth in this Agreement and in the attached Exhibits; and WHEREAS, The Travelers desires to provide such services to the Contractholder in connection with the Plan: NOW THEREFORE, on the basis of the foregoing premises and in consideration of the mutual covenants, agreements and conditions hereinafter set forth, the Contractholder and The Travelers hereby covenant and agree as follows: Section 1: Definitions The term "Participant" means an employee or former employee who is covered under the Plan. or his or her covered, dependents. Section 2: Managed Care Services During the term of this Agreement, The Travelers will perform the services described in this Agreement and the following Exhibits: · Exhibit A: Managed Dental Care Network Services Section 3: Maintenance of Records and Reporting to the Contractholder (a) The Travelers will maintain all claim records for the period required by ERISA. Following discon- tinuance of this Agreement, The Travelers wi supp y the Contractho der with h stor cai information reasonably needed by the Contractholder to administer the Plan. (b) All reports, information, and communications between The Travelers and the Contractholder which contain any personally identifiable or medical record information about any Participant, family mem- ber of a P~,rticipant or health care provider shall be held in the strictest corffidence by the parties. The Travelers and the Contractholder shall take all appropriate steps to assure the confidentiality of any such information in their possession. (c) Su.bject to the conditions of this Section, The Travelers will permit representatives of the Contract- holder to inspect and audit any information or record maintained by The~ Travelers pursuant to this Agreement. The Travelers reserves the right to designate~jc~ertain of its internal and external corm municatic~ns made or received by it as non-disclosable information which shall only be disclosed as required by legal process. Section4: Effective Date - Agreement Period (a) This Agreement shall be effective as of Mamh 1, 199,~ for an initial Agreement Period of twelve (12) months. -2- (b) This Agreement shall continue automatically for additional Agreement Periods of twelve (12) months each unless it is discontinued in accordance with Section 6. Section 5: Service Charges (a) Charges for the services provided under this Agreement shall ,b.e in accord~anc~ with the Schedule of Charges set forth in Appendix I (hereinafter referred to as the Service Charge'). The Service Charge specified in Appendix I shall apply for the period of time set fortl' therein ~nless modified in accord- ance with Subsection (b). Such Service Charge and any applicable taxes imposed with respect to said Charge or the services provided under this Agreement are due on the first day of each month and shall be payable by the Contractholder to The Travelers on or before the last day of each month. (b) The.Travalers shall have the right to change the Service Charge upon advance written notice to the Contractholder as follows: (i) as of the first day of an Agreement Period, (ii) as of the day following the date upon which the period of time set forth in Appendix I expires, (iii) as of the effective date of any changes to the Plan or this Agreement~ or (iv) as of the date of a ten I10) or more percent change in the number of Participants covered under the Plan, measured from the effective date of the Agreement c~r the effective date of the last change in the Service Charge, if a portion or all of the Service Charge is calculated on a per Participant basis. The adjustment may be made retroactive to th~ date of the change in the number of Participants; provided, however, that if the Contractholder provides The Travelers with sixty (60) days written notice of any such change, Th(~ Travelers will give the Contractholder thi~t~ (30) days advance written notice of the change in Service Charge. Section 6: Discontinuance of Agreement (a) This Agreement shall discontinue at the earliest time specified below: (i) as of the date of discontinuance of the Plan, as specified to The Travelers by the Contrac- tholder, (ii) as of the date of discontinuance of any policy or administrative service agreement which relates to the Plan, (iii) as of any date agreed to by the Contractholder and The Travelers, (iv) as of the due date of any charges or fees provided in this Agreemer~t if the Contractholder fails to pay that fee or charge, or (v) as of the last day of an Agreement Period by either party giving thirty (30) days notice to that effect to the other party. (b) Application of this Agreement to any state or other jurisdiction may be discontinued by The Travelers or the Contractholder as of the date either party reasonably determines th, at it will be penalized by such state or other jurisdiction for proceeding with its per[ormance under this Agreement. (c) Discontinuance of this Agreement shall not terminate the rights or liabil~ies of either party ansing prior to discontinuance. Section 7: Costs of Collection The Contractholder agrees to pay all reasonable costs of collection, including reasonable attorneys' fees, of any amounts due The Travelers under this Agreement. -3- Section 8: Assignment Services to be performed by The Travelers under this Agreement may be performed by The Travelers, by any of its affiliates or subsidiaries as designated in Appendix I, or by any subcontractor selected by it. Except as set forth in the preceding sentence~ neither party may assign or delegate any of the dghts and obligations hereunder without the prior written consent of the other party. Section 9: Choice of Law This Agreement shall be governed by applicable federal law and the laws of the State of Florida. Section 10: Amendment and Waiver (a) Any ~mendments or modifications to this Agreement must be in writing specifically referencing and amend ng th s Agreement and must be sgned by the du¥ author zed representatrves of both parties. (b) No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in wr*~ing and signed by the party claimed to have waned or consented. IN WITNESS WHEREOF, the Contractholder and The Travelers have caused this Agreement to be ex- ecuted in duplicate by their duly authorized representatives. Dated at /~ /~-/.~ FL This 2.(~ day of ~ , 1~93 Dated at Atlanta, Georgia mhis,~.~day of ///.,d.-~.~ , 1993 / Edwar~ ~armening / Title Mayor THE~SBy ~//~/~/~--~jINSURANCE COMPANY Title ' ~'/ APPENDIX I TO MANAGED CARE SERVICE AGREEMENT BY AND BETWEEN CITY OF BOYNTON BEACH AND THE TRAVELERS INSURANCE COMPANY SCHEDULE OF CHARGES (a) The charges set forth below ara effective for the period beginning March 1, 1993 and ending March 1~ 1994. $0.40 per month per Partibipant (b) The Travelem shall send a statement to the Contractholder each month. The statement will include a~ estimate of the Service Charge for such month, determined in accordanc~ with paragraph (a), and any outstanding adjustment made to the charges for any preceding month after determining the actual charges for such month, (c) An additional charge will also be made for any month in which there is an amendment to the Plan or a change in the services to be performed by The Travelers, to cover the costs incurred by The Travelers in connection with implementing such amendment or change. (d) A final accounting will be made for the Service Charge attributed to fe~s and expenses incurred dUring the period described in (a) above. The Travelers will notify the Contracthoder of the adjust- ment within four (4) months of fl3e end of such period. The final ServiCe Charge for the period described in (a) will include any and al adjustments for nterest on late payments or overpayments of charges and a~y add-on charges for non-~:ecurr ng expenses for items anc~ ~ervices requested by the Con~ac~holder (~uring such p~riod, for Which the Contractholder has not previously paid, Any amount payable to the C,o. ntractholder in accordance with the prec .e~:l. ng paragraph shal be reflected in the folloWing month s statement. If; however the Agreemer~t is discontinued, any amount paya,b!e t.o ~e c_°ntr~c~th01de~ will .be: paid,.w, ithin thirty (30) days of the finaf accou.nting. Any amount payaoJe [0 H3e travelers in accoraance with the preceding paragraph shell be pad by the Contrac- tholder within thirty (30) days of the final accountir~g. EXHIBIT A TO MANAGED CARE SERVICE AGREEMENT BY AND BETWEEN CITY OF BOYNTON BEACH AND THE TRAVELERS INSURANCE COMPANY MANAGED DENTAL CARE NETWORK SERVICF,~ Section 1: Definitions For the purposes of this Exhibit, the following definitions apply: (a) The term 'Covered Expenses' means those dental expenses for which a Participant may receive benefits under the Plan. (b) The term "Managed Dental Care Network'' means a network of dental providers who have entered into agreements with The Travelers from which Participants may obtain dental care. (c) withThe termT~e "NetworktoPrOvider`'part~c~patemeans a prov der who has entered into or i~ sub'ect to · ~ . . J an agreement Travelers In the Managed Dental Care Network. (d) The term"Non-Network Provider'"means a provider who does not participateL in the Managed Dental Care Network. (e) The term "Plan" means the dental benefits under the employee health benefit plan sponsored by the Contractholder'with respect to which services will be provided under this Agreement· Section 2: Managed Dental Care Network Services (a) The Travelers will provide access for Participants to a Managed Dental Care Network where ap- plicable. (b) Access to Providers shall be provided to Participants by means of the following: (i) a directory of Network Providers, and (ii) a grievance process for Participants with respect to their use of Network Providers. (c) The Travelers Shall periodically notify the Contractholder of changes in the/make-up of the Managed Dental Care Network. Any ar~ all information relating to the Managed Denta~ Care Network, including but not limited to the terms of the provider agreements and payment arrangements is the sole p~;operty of The Travelers and shall not be duplicated, copied, quoted from, distributed to third parties m used for any purpose other than one which is reasonably necessary to carry out the terms of the Agreement, without the prior written consent of The Travelers. (d) The Travelers shall periodically provide the Contractholder with statistical reports including claims experience· (e) The Travelers shall assist the Contractholder in responding to the inquiries of Plan Participants relating go the r use of the Managed Dental Care Network. Section 3: Duties of the Contractholder (a) The Contmctholder shall provide Participants with written material descriptive of the Managed Dental care Network reasonably needed by Participants to use the Managed Dental Care Network. (b) The Contractholder shall imp!ement and maintain an eligibility verification process which provides The Travelers with Participant eligibi ity information on a timely basis sufficient to enable The Travelers to provide services under this Agreement. (c) The Contractholder shall advise The Travelers of any complaints lodged ,by Participants which con- cern the Managed Dental Care Network or any Network Provider of which the Contractholder is aware. Section 4: Status of Network Providers The Contractholder understands and agrees that the agreements between the Network Providers and The Travelers do not create a relationship of employer and employee, prncpaland agent, joint venture partners, or any other relationship other than independent contractors. It is further understood and agreed that The Travelers is not responsible for any care rendered or not rendered t(~ Participants by Network Providers or Non-Network Providers.