ORDER NO. '~6@~r7 RllMINISTRRTIVE SERVICES RGREEMENT WITFI l'ERICLRIMS, INC. Cln this the 27th day of September 1999, ~_ipon motion made by Commissioner Griffin, seconded by Commissioner Baldwin, the Co~_ir•t unanimously approved by a vote of 4-@-@, the Rdministrative Services Rgreement with VeriClaims, Inc., for administration of indigent health care claims, s~_rbject to a clarification of <.aection 9 F: on page 7, and a~athor•ized Co~_inty J~_~dye to sign same. V fl All ~1L~~~~~~Jy ~~o 207 Meadowgrove Houston, Texas 77037 Telephone: (2811445-6762 Facsimile: (2811445-8404 ADMINISTRATIVE SERVICES AGREEMENT FOR INDIGENT HEALTH CARE CLAIMS The County of Kerr, acting by and through the County Commissioners' Court ("the County") and VeriClaims, Inc. ("VeriClaims") do hereby enter into the following agreement to facilitate compliance with the Texas Indigent Health Care and Treatment Act ("the Act"). BACKGROUND VeriClaims is in the business of providing administrative services for counties providing indigent health caze pursuant to the Act, including the processing of claims and related services. 2. DATE OF COMMENCEMENT This Administrative Services Agreement ("ASA") is executed this ~ day of ~ , _1999_. Performance and payment shall begin under this ASA on the designated Commencement Date. The Commencement Date of this ASA shall be the ~I9ti>! day of 1999. /~ ci>c a4.., PURPOSE AND GENERAL PROVISIONS The County desires to employ VeriClaims to render the independent services in connection with the County's compliance with the Act. This ASA shall set forth the rights and obligations of each of the parties hereto. a. Each party hereto represents and warrants to the other that it has full right and authority to enter into this ASA and to perform the obligations contained herein and that all actions required to be taken by each party as a condition precedent to the valid execution ofthis ASA have been completed. This ASA constitutes a legal, valid, and binding obligation of the parties enforceable in accordance with its terms. b. VeriClaims shall at all times be deemed an independent contractor as to the County, and this ASA shall not be construed to make VeriClaims a partner or joint venturer with the County. Nothing in this ASA shall be construed to make VeriClaims an insurer, Administrator, or fiduciary. ~ ~ Q,~,( 99 Dq d A.D.10 JNNETTVIEALAKERRCO.CIERK TIME//:.~5"fJl~/. PROFF,SS/ONAI. SERVICE AGREEMENT MA~'GARETA. BARBEE, Da3pUfy IMPLEMENTING THE TEXAS INDIGENT HEALTH CARF. AND TREATMENT ACT Page 1 C: UGRFFMFX/5AlANINLAR.OIVF SFRVlCFAf.RF.K4RRFINAI-1YRWPN c. Nothing herein contained shall be construed as prohibiting VeriClaims from entering into agreements with other parties, which agreements aze similaz in nature or which contemplate activities similaz to this ASA. d. The County is contracting with VeriClaims under this ASA to provide administrative services. Nothing in this ASA shall be construed to require VeriClaims to collect premiums or contributions, to adjust or settle claims on behalf of the County, or to undertake any other action which would qualify VeriClaims as an "administrator" under Article 21.07-6 of the Texas Insurance Code. It is understood and agreed by the parties that VeriClaims is not an "insurer," "administrator," or otherwise "in the business of insurance" as those terms aze defined/construed by the Texas Insurance Code. 4. DEFINITIONS For the purpose of this ASA, a. "VeriClaims" means VeriClaims, Inc. and its affiliates. b. "Claimant" means any person submitting, or on whose behalf is submitted, a claim for payment or reimbursement by the County, pursuant to the Act. c. "EOB" means a written explanation of benefits. d. "Benefits" means the payments made in compensation for health and welfare services provided to indigent residents of the County pursuant to the Act. e. "Fiduciary" means the County or any entity duly appointed by the County as a fiduciary and/or trustee. £ "Claim Records" means all information reasonably required by VeriClaims to properly render its services under this ASA. g. "the County" means the County of Kerr or other fi duciary or named entity authorized to contract for Administrative Services. The County has final responsibility for any and all payments made pursuant to the Act. Under no circumstances shall VeriClaims function as or be designated as fiduciary and/or administrator. h. "the County Representative" means the Kerr County Auditor or other person as designated in writing by the County to handle all transactions and communications with VeriClaims concerning Benefits. PROFESSIONAL SERVICE AGREEMENT IMPLEMENTING THE TEXAS INDIGENT HEALTH CARE AND TREATMENT ACT Page 2 C:'d .FFFMFMS^A/Ml/NISlR,f1iVF. SFRWCk'AGREKFRRFMA/: 2YR. R'RO "Program Year" means a twelve (12) month period beginning with the effective Date of Commencement and each subsequent twelve (12) month period following thereafter. The County agrees to employ VeriClaims to furnish services necessary to supervise certain benefits required under the terms of the Act. VeriClaims agrees to provide such services in accordance with the terms of this Agreement. 5. VERICLAIMS' SERVICES VeriClaims will provide the following services to the County: a. Approve claims payments for medical procedures covered under the Act and for which County is obligated, in accordance with the standazds for payment time frames or established by state authorities, under the Act. b. Maintenance of all Medical Records Maintain files on an active basis for one (])yeaz following the pertinent state fiscal yeaz. All records which relate to the services to be performed for Kerr County shall at all times be considered property of Kerr County. ii. Maintain enrollment records in accordance with information supplied by County or County's Agent. iii. Maintain individual case files and individual provider files with cumulative claims totals. iv. Make records relating to services provided under this Agreement available for review and audit by County and/or appropriate State Agencies. c. Payment Service and Reports Provide prepared checks for providers in standard format acceptable to the County. Provideadetailedcheckregistercontainingappropriateinformation in a format acceptable to the County Auditor. ii. Issue and disperse checks according to instruction by the County. iii. Provide monthly and annual summaries detailing claims reduction, charges, payments, hospital days and paid amounts as shown on monthly paid claims register and paid claim detail report. iv. Provide a complete Form 105 on a monthly basis. PROFESSIONAL SERVICE AGREEMENT IMPLEMENTING THE TEXAS INDIGENT HEALTH CARE AND TREATMENT ACT Page 3 C' IAGRiFMFJVIS^/I /MfMIPlRA9]VF.SFRVI('F AI;RFK£FRFMAL-IYR. WI'D d. Claims Examination Service i. Process claims pursuant to patient eligibility standards and procedures as supplied by the County. ii. Process claims pursuant to provider notification standazds and procedures as supplied by the County. iii. Match claims with payment schedules according to Act and reasonable County requirements. Verify that care rendered by providers is consistent with reasonable medical care requirements given patient condition and standards of practice in the area. iv. Process payment according to benefits mandated by the Act. Include written explanation of payments on each check. v. Track payment data to enforce patient benefit limits. vi. Enforce the payment standazds established by § 1.06 of the Act, or prevailing local practices. vii. Disperse checks according to County's payment instructions. viii. Create monthly and annual summaries showing claims history. ix. Create monthly reports showing benefits paid year-to-date by patient. x. Supply verification stamp. xi. Provide County with verification and documentation necessary to permit County to apply for State funding. xii. Respond to inquiries regazding status of claims, procedures, etc. by hospitals and providers. xiii. Coordinate benefits with other benefit programs and third party liability coverage. e. Accounting Reports to County - in a format required by County. i. Prepare Check Registers for each check run. ii. Prepaze monthly check register. iii. Prepaze monthly claims paid register. PROFESSIONAL SERVICE AGREEMENT IMPLEMENTING THE TEXAS INDIGENT HEALTH CARE AND TREATMENT ACT Page 4 f~.-~UGFF.FAIFNYSADMMIS'IRAT(i£ SFFVICF. AGFGKFRHi(NAL-ZYR.WYn iv. Prepare updated patient Form 104 on an aggregate basis. f Management and Administrative Keports i. Prepare annual evaluation reports of inpatient payments. ii. Prepaze annual aggregate payment reports by service type. 6. THE COUNTY'S RESPONSIBILITIES It is understood and agreed that the County will compensate VeriClaims in the following manner: a. V eriClaims will invoice County monthly for services provided during the preceding calendar month. The monthly invoice amount shall be determined by multiplying 4.5% by the aggregate dollar amount of claims paid pursuant to this Agreement. b. Optional database copies via diskette will be made available to County for $500 per month should the County request such data. AUDIT RIGHTS The County may, upon ten (10) days advance written notice, inspect or audit all records and files maintained by VeriClaims pursuant to this Agreement in accordance with the following procedures: a. The audit and/or inspection of records shall be made by County or Texas Departrnent of Health, a financial officer of County, an authorized member of a firm of independent public accountants, or an authorized Certified Public Accountant. b. The audit and/or inspection of records shall be conducted during normal business hours at the office of VeriClaims between 8:00 a.m. and 4:00 p.m. c. The County shall be liable for all fees to be charged by Auditor. d. The Auditor shall meet jointly and/or separately with management of VeriClaims at the conclusion of the audit. i. to discuss the result of the audit; ii. to discuss any recommendation deemed significant by the Auditor, in his or her discretion. PROFESSIONAL SERV/CE AGREEMENT IMPLEMENTING THE TEXAS IND/GENT HEALTH CARE AND TREATMENT ACT Page 5 C: ~dGRlFlAFNTSIA/Mf/N/FfRAflVF. S4FVICfAGFFKFRRF(NAI-lVR W-D e. The County agrees not to disclose or permit the disclosure of any proprietary and confidential information used in the business of VeriClaims to which the County and/or its authorized representatives have had access pursuant to the inspection and/or audit of the record files maintained by VeriClaims. 8. POSTAGE AND CHECK FORMAT It is understood and agreed that VeriClaims will pay for all postage required to transmit claims, records, and checks to the County and for the printing of checks for use hereunder. The County will pay for any and all other postage. Should the County not elect to use VeriClaims's checks, the County will provide printed checks, compatible with VeriClaims's computer hardware, at the County's expense. 9. RENEWAL AND TERMINATION Either party shall have the right to terminate this ASA with respect to any service(s), effective: a. Upon the failure of the other party to cure any monetary default (including failure to pay VeriClaims' fees or charges or to properly fund a Claim Account or otherwise provide for allowed claims in compliance with the Act; b. Upon the failure of the other party to cure any material, non-monetary default within twenty (20) calendar days after written notice thereof, or to commence within that same period to cure any such default that cannot reasonably be resolved within twenty (20) days and to continue diligently working towards such cure thereafter for a period not to exceed ninety (90) calendaz days; c. If either party is adjudicated as bankrupt, becomes insolvent, a temporary or permanent receiver is appointed by any court for all or substantially all of such party's assets, either party makes a general assignment for the benefit of its creditors, or a voluntary or involuntary petition under any bankruptcy law is filed with respect to such and it is not dismissed within forty-five (45) days of such filing; d. The County engages in any unethical business practice; the County conducts itself in a manner which, in the reasonable judgment of VeriClaims, is in violation of any federal, state, or other governmental statute, rule, or regulation; the County (through its acts, practices, or operations) exposes VeriClaims to any existing or potential investigation or litigation; or the County otherwise engages in conduct which VeriClaims deems inimical to the stated purposes of the Plan; or e. Upon the effective date of any fee adjustment proposed by VeriClaims in accordance with the terms of any Schedule(s), if the County does not agree to such adjustment by giving twenty (20) days advance written notification of such intent to terminate PROFESS/ONAL SERL7CE AGREEMENT IMPLEMENTLNG THE TEXAS INDIGENT HEALTH CARE AND TREATMENT ACT Page 6 C LIGA£ENtXISWIMIIN/.YYAAffV£ 3tFYfCR AGR}XYIIRF)NA4IYR.WPD the ASA with respect to such Schedule(s) as of any renewal date or sixty (60) days advance written notification of such intent to terminate the ASA with respect to such Schedule(s) during any renewal term. The County shall pay VeriClaims an amount equal to the fees for VeriClaims' final month of service if proper termination notification is not given pursuant to this section. f Upon the effective date of the termination of this ASA for any reason, each party shall: g. Pay to the other party all amounts due under this ASA within the lesser of twenty (20) calendar days or the time period specified herein; h. Immediately cease to represent that VeriClaims is an administrative service provider with respect to the County; and Immediately return to the other party any of its information and materials, excluding Plan Records, bearing the other party's names or mazks. In the event that the County requests that VeriClaims release copies of information or materials to the possession of the County, the County shall (a) send to VeriClaims by certified mail, return receipt requested, thirty (30) days written notice of such request, and (b) pay additional fees set forth in this ASA. Alternatively, information or materials may be destroyed with the other party's written consent; In the event this ASA is terminated for any reason, VeriClaims shall fully cooperate with, and take all actions reasonably requested by, the County to return to the County all records in possession. VeriClaims shall have the right to bill the County the cost of shipment. k. The Term of this ASA is through September 30, 2000. If this ASA is terminated by the County for any reason other than pursuant to Section 9.a.,b., or c. above, prior to the completion from the Date of Commencement of this ASA, the County shall pay to VeriClaims all fees and costs due for the remainder of the ASA's period, based on the average monthly fee due VeriClaims during the prior months of service provided under this ASA. 10. LIABILITY a. STANDARD of CnaE. VeriClaims will use ordinary care and diligence in the performance of its duties under this ASA. However, VeriClaims shall not be liable to the County or any third party for any act or omission unless such act or omission was not in good faith. The County understands that the services performed by VeriClaims may require the exercise ofjudgment, and dhe County expressly agrees that any such exercise of judgment shall not be deemed to be a failure to use ordinary care and diligence. PROFESSIONAL SERVICE AGREEMENT IMPLEMENT/NG THE TEXAS INDIGENT HEALTH CARE AND TREATMENT ACT Page 7 C~: UGREENEY/SI.9UM(NIS]RAi/VF.$IFV/('F. AI:Ff:KFFRF/NAL-IYR.WPO b. VeriClaims shall not be liable to the County, or any Claimant or assignee of benefits under the Act with respect to the claims advice and opinions provided by VeriClaims, including, without limitation, advice and opinions relating to the payment or denial of claims, whether the amounts claimed or paid are reasonable and customary, and whether the services or supplies were medically necessary; c. In the event that VeriClaims assists the County in the selection and engagement by the County ofthird-party entities to perform services relating to compliance with the Act, VeriClaims shall not be deemed an agent of the County with regard to such assistance and shall in no way be liable for any act or omission of any such entity; and d. VeriClaims shall have no responsibility or liability to anyone for the results of professional services rendered by any health or other caze providers. VeriClaims shall have no right or obligation under this ASA to intervene in the determination of what such services shall be or how they shall be rendered. Decisions to obtain or deliver any health caze or other service shall always be made only by the patient and/or the patient's treating professional. e. Limitation of Liability. In no event shall the liability of VeriClaims to the County under this ASA exceed the total amount of the fees paid by the County to VeriClaims during the term of the ASA. 11. DISPUTES WITH CLAIMANTS OR HEALTH CARE PROVIDERS In the event a dispute arises between VeriClaims and any provider or eligible individual as to a claim, the dispute shall be resolved by the Commissioner's Court of the County. 12. MISCELLANEOUS This ASA is an agreement solely between the County and VeriClaims for the performance of specified services by VeriClaims on behalf of the County. This ASA does not establish any duty of performance between VeriClaims and any Plan Participant under the Plan and does not constitute an agreement or contract between VeriClaims and any Plan Participant. This contract is not assignable by VeriClaims. a. This ASA contains the entire agreement of the parties. This written agreement supersedes any and all oral negotiations and/or representations of the parties hereto made in relation to this transaction. This agreement neither confers nor creates any rights or responsibilities not specifically enumerated herein. b. This ASA may be modified only by written attachment agreed to and executed by all of the parties hereto. PROFESSIONAL SERVICE AGREEMENT IMPLEMENTING THE TEXAS INDIGENT HEALTH CARE AND TREATMENT ACT Page 8 (':'NGRF.'FMPNIS'AnM/N/SfRAl1VF..SFAVIGFAGREKERRFINAI.-IYR.WPD c. This ASA shall be subject to and governed by the laws of the State of Texas. Should litigation arise relating to the enforcement and/or interpretation of the terms and conditions ofthis ASA, it is agreed by the parties that jurisdiction and venue for such litigation shall lie exclusively with the Federal and/or State District Courts of Kerr County, Texas. d. Any waiver or forbearance by VeriClaims of any breach (by the County) of any provision of this ASA shall not be construed as a waiver of any subsequent breach by the County. No waiver shall be valid unless it is in writing and signed by the waiving party. e. This ASA shall be binding upon the parties to this agreement and their executors, administrators, successors, and assigns. f The invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other provision. g. VeriClaims shall be the sole owner of, retain all rights to, and may use in its sole discretion, without restriction, any and all information, ideas, materials, documentation, data, programs, or other knowledge it develops in the course of the performance of its duties under this ASA. h. The County shall comply with all federal, state, and municipal laws, roles, regulations, and ordinances that are now or may, during the term of this ASA, become applicable to the County in relation to the Claims, Benefits, and/or compliance with the Act. i. Upon termination of this ASA, all proprietary materials of VeriClaims which are in the County's possession, management, or control shall be immediately returned to VeriClaims. j. All notices, requests, demands, or other documents which maybe, or are required to be, given or delivered pursuant to this ASA shall be in writing and shall be deemed to have been properly given or delivered when served personally on an officer or other designated official representative of the party to which they are addressed, or three (3) days after being deposited in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed to the party as specified in the Schedule(s) attached hereto. k. Either party may change its address for notice purposes by delivering written notice of such change to the other party. PROFESSLONAL SERVICE AGREEMENT IMPLEMENTING THE TEXAS INDIGENT HEALTH CARE AND TREATMENT ACT Page 9 C: ~AGRfIA1FXfS~AOMIN/d~FAIIV£StJrv/C£AGRFXERRFfNA4lYR.WPp 13. SERVICE CONTRACT The County agrees that this ASA is entered into as a professional services contract and executed pursuant to §262.024(a)(4) ofthe Texas Local Government Code. The County and County Commissioners' Court agree that this ASA shall not be subject to, and expressly waive, any limitations on contingent debts and/or contingent obligations, including, but not limited to, any prohibition of contingent or unfixed debts construed under Article 11, Section 7, of the Texas Constitution. The County and the County Commissioners' Court further warrant and affirm that sufficient revenues exist within funds controlled by the County Commissioners' Court to satisfy all of the County's obligations under this ASA. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officers duly authorized to do so this ~ day of ~~_.~, 1999. ATTEST: TITLE: ~~~!~~~^si!/// PROFESSIONAL SERVICE AGREEMENT IMPLEMENT/NG THE TEXAS INDIGENT HEALTH CARE ANO TREATMENTACT PagC 10 C:'~A(:RFFMFiVIS'AnM/N/SfNAT/VF.StRVIC F.A ~RG'KGFFP/NALIYF.WP/)