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HomeMy WebLinkAboutPSA - ONB Benefits Administration dba J.W.F. Specialty Company1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND. INDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS January 10, 2017 Thomas Dickman ONB Benefits Administration, LLC d/b/a J.W.F. Specialty Company 600 E 961s Street, Suite 425 Indianapolis, IN 46240 RE: Professional Services Agreement Dear Mr. Dickman: PHONE 574/235-9251 FAX 574/235-9171 The Board of Public Works, at its meeting held on January 10, 2017, approved the above referenced agreement for three (3) year worker's compensation claims administration and reporting in the amount of $51,000 for 2017, $52,000 for 2018 and $53,000 for 2019. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, �. Linda M. Martin, Clerk Enclosure c: John Murphy, Administration and Finance GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMES A. MUELLER THERESE J. DORAU 1 JWF SPECIALTY COMPANY ADMINISTRATIVE SERVICES AGREEMENT THIS AGREEMENT, made this 1st day of November, 2016, by and between The City of South Bend (the "Client") and ONB Benefits Administration, LLC d/b/a J.W.F. Specialty Company, an Indiana Limited Liability (the "Administrator"), WITNESS THAT: In consideration of the premises, the mutual covenants herein contained, and each and every act performed hereunder by either of the parties, such parties enter into the following Agreement: Section 1. Appointment of the Administrator. The Client hereby contracts with the Administrator to provide certain administrative and managerial services specified in Section 3 below, and the Administrator hereby agrees to perform for the Client such contract services pursuant to the terms hereof. Section 2. Term of Agreement. This Agreement shall commence on January 1, 2017, and shall remain in full force and effect until January 1, 2020, or until earlier terminated as hereinafter provided. Section 3. Duties of the Administrator. The Administrator shall, during the term of this Agreement, perform the administrative and managerial services provided below subject to the terms of this Agreement. The Administrator shall perform its 2 duties in accordance with all applicable laws, orders, regulations, decrees or judgments of any governmental or judicial authority. For the purposes of this agreement, the Administrator will handle worker's compensation claims presented to the City of South Bend for payment. The services to be provided by the Administrator pursuant hereto are as follows: (a) to receive notice of and create a file on each claim reported to the Client and maintain each file for the Client; (b) to investigate to the extent deemed necessary in the judgement of the Administrator all reported claims and or losses; (c) to adjust, settle or resist all such claims and/or losses including any subrogation or contribution action subject to the discretionary settlement authority; (d) to make timely payment of amounts due, in accordance with established payment procedures, out of the Claims Fund Account provided by the Client; (e) to prepare documentation and arrange for the defense of cases; (f) to represent the Client at the appropriate governmental agencies of the State of Indiana; (g) to represent the Client at conferences regarding pending claims; 9 (h) to recommend legal counsel and supervise selected legal counsel selected by the Client in preparation of cases for hearings, appeals, and/or trials; (i) to maintain and provide to the Client pertinent data on all claim payments; (j) to provide monthly loss reports to the Client, quarterly until such time all claims are closed and resolved; (k) to assist the Client in order to make timely reports to the Excess Carrier and to comply with other reporting provisions of the Excess Policy; (1) to advise the Client in writing of major developments such as but not limited to litigation, subrogation, adjustment and settlement of claims in excess of an amount agreed to by the parties in writing. Such amount may be revised from time to time by written agreement of the parties; (m) to secure approval from Client to settle claims for amounts exceeding the discretionary settlement authority or make payments in excess of authority; (n) with the prior approval of the Client (which approval shall not be unreasonably withheld), to contract on its behalf and in the name of the Client with consultants, attorneys and such other independent contractors as 0 shall be reasonably required by the Administrator in the performance of its duties herewith; (o) to arrange and pay, from the Client funds, for audits of the records of the Client required by the terms hereof; (p) To provide on-line services by giving client the communication software that is compatible with Administrator's claims system; and (q) to assist the Client in obtaining information necessary for proper reporting under Medicare, Medicaid & SCHIP Extension Act of 2007 and to faithfully report such necessary information to Medicare's Centers for Medicare & Medicaid Services. Without limiting the foregoing, the Administrator shall, in conducting its duties hereunder, act in a prudent manner as a fiduciary with respect to the funds of the Client in accordance with the customary standards and practices in the insurance industry and shall generally make a good faith effort to comply with all applicable governmental regulations with respect to the operation of the Client self-insurance fund. Section 4. Duties of the Client In addition to its other obligations hereunder, the Client agrees as follows: (a) to promptly provide all claims information to the Administrator; 5 (b) to cooperate with the Administrator and its representatives in the investigation and defense of claims; (c) to provide witnesses as reasonably required to investigate and defend claims; (d) to render decisions concerning payment of claims, and on all matters relating thereto, on a timely basis; (e) to provide sufficient funds required for the payment of claims, fees and expenses; (f) to promptly deliver funds as are required to carry out this Agreement. Section S. Reports; Records. The Administrator shall, during the term of this Agreement, within thirty (30) days of the end of each fiscal quarter, furnish such written reports to the Client as may be reasonably required by the Client. All of the Client's claim files maintained by the Administrator hereunder shall be available for inspection and copying during normal business hours by the directors and officers of the Client or their respective agents, attorneys, accountants or other professional consultants at the Client's expense. Such claim files shall be the sole property of the Client at all times during the term hereunder and shall be surrendered to the Client upon the termination of this Agreement, and thereafter the Administrator shall not use or disclose such 0 claim files or the contents thereof but shall have the right to make copies thereof at its expense. The Client shall forward to the Administrator promptly, after its receipt thereof, all communications concerning its business of which the Administrator should have knowledge in order to perform its duties hereunder or involving matters which the Administrator has undertaken to perform for, or on behalf of the Client, and the Administrator shall generally keep the Client apprised of its activities hereunder and promptly, after its receipt thereof, forward to the Client all communications concerning the Client of which the Administrator shall receive in connection with the performance of its services hereunder and shall make such other reports and provide such other information and documents as the Client shall reasonably require. Section 6. Claims Funding. The Client shall be solely responsible for providing sufficient funds required for the payment of claims, fees and expenses. The Client shall provide payment upon request for claim expense payments. The client will be notified when funds are required and the client will transfer the funds via ACH transfer. Payments will be made for the normal operating expenses of the Client, including, but not limited to the following: (a) costs of settling claims; 7 (b) costs of investigation, adjustments, litigation and legal counsel; (c) costs of preparing reports required hereunder; (d) costs of witness and expert fees; (e) costs of medical and engineering appraisals; (f) costs of surveillance, photography, and other incidental and special costs incurred to evaluate, process and defend claims; (g) costs of financial advisors, consultants, actuaries, accountants, attorneys, and other advisors or subcontractors retained by the Administrator with the consent of the Client pursuant hereto; and (h) costs of license expenses and other fees incurred by or on behalf of the Client with the Client's written consent. The Administrator shall use the funds in strict accordance with this Agreement. The Client shall have the right to audit claim payments, at its sole expense, at any time during the term of this agreement. The Administrator shall have no obligations to perform any services under this Agreement if the Client is delinquent in the delivery of sufficient funds. Section 7. Fees. The Client shall pay the Administrator an Annual Flat Fee (the "claim service fee") of $51,000 (fifty - thousand dollars) for the Administrator's services provided during M the first year of this Agreement. The Annual Flat Fee will increase to $52,000 for the second year of the agreement. The Annual Flat Fee will increase to $53,000 for the third and final year of the agreement. The claim service fee shall be payable in quarterly installments with the first installment due upon inception of this contract. Each year of this Agreement is from January 1 to January 1 of the following year. The total compensation due the Administrator shall be based on a claims service fee provided, and covers claims administration for the life of the claim. The MMSEA claims reporting is now included as part of the annual service fee of this addendum. Bill review services are provided on behalf of the client and the fee for Usual and Customary Reduction is $1.05 per line, and the fee for PPO review and reduction is 230 of savings. Section 8. Employees; Affiliates and Certain Transactions. The Administrator shall employ such competent and skilled personnel as shall be necessary to carry out its duties under this Agreement at its sole cost and expense. with the exception of litigation counsel, the Administrator shall not be required, however, to provide the services of any specific individual with respect thereto. The Administrators dealings with subcontractors or agents are subject to the terms of Section 3. Without limiting the provisions of Section 3, the Administrator shall not enter into any contract, arrangement or other transaction on behalf of the Client or in connection with its duties hereunder with an "affiliate" of the Administrator or a "related party" without prior disclosure of all relevant facts of such contract or other transaction to the Client and the prior written approval by the Client of the same. For purposes of the foregoing sentence, the term "affiliate" shall mean an entity controlled by, under common control with or controlling the Administrator and a "related party" shall be any person or entity who shall be an officer, director, principal stockholder or the equity holder or participant of the Administrator or any affiliate, or any member of such person's "immediate family". "Immediate family" shall mean such person's spouse, children or their spouses or children, parents, siblings or their spouses or their children. Additionally, the Administrator shall not engage in any transaction on behalf of the Client or in connection with its duties hereunder in which the Administrator or any affiliate, or any related party thereof, shall have any direct or indirect financial interest or shall otherwise receive any direct or indirect benefit, without the prior full disclosure of all relevant facts regarding such transaction to the Client and the approval of the Client of the same. Section 9. Contracts with Other Organizations. The services of the Administrator to the Client are not exclusive and the Client agrees that the Administrator, and any affiliate of the 10 Administrator, shall be free to render services to others, including other contractors, and to engage in other activities, provided that the rendering of such other services and performance of such other activities shall not in any way interfere with, impair or adversely affect the Client or the performance of the Administrator's duties hereunder. Section 10. Termination. Either party may terminate this Agreement at any time by giving at least ninety (90) days written notice to the other party. Section 11. Indemnification. The Administrator agrees to indemnify and hold harmless the employees, officers, directors, agents or stockholders of the Client ("Indemnitees") against any and all liabilities, costs, expenses (including reasonable attorneys' fees), or damages actually and necessarily incurred by or imposed on any of the Indemnitees in connection with or resulting from any Claim made or threatened against the Indemnitee as a result of or in connection with the failure by the Administrator to perform its duties in accordance with the terms of this Agreement, unless the Claim was caused by the willful misconduct or gross negligence of the Indemnitee. The Client agrees to indemnify, defend and hold harmless the Administrator against any and all liabilities, costs, expenses (including reasonable attorneys' fees), or damages actually and necessarily incurred by or imposed on any of the Administrator its 11 employees, officers, directors, agents or stockholders in connection with or resulting from any claim made or threatened against the Indemnitee as a result of or in connection with any such claim that relates to or arises out of the Client's actions or inactions, unless the claim was caused by the willful misconduct or gross negligence of the Administrator. Section 12. Notices. All notices required to be given under this Agreement shall be given by personal delivery or by certified mail or registered mail, return receipt requested, postage prepared, addressed as follows: If to the Client: City of South Bend Attn: Legal Department 731 S. Lafayette Blvd South Bend, IN 46601 If to the Administrator: Thomas C. Dickman J.W.F. Specialty Company 600 E. 96th St., Ste 425 Indianapolis, IN 46240 Notices shall be effective upon actual receipt if given by personal delivery or three days after mailing, if mailed. Section 13. Counterparts; Entire Agreement. This Agreement may be executed in any number of counterparts and each shall be considered an original and together they shall constitute one agreement. This Agreement constitutes the entire Agreement among 12 the parties in respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and undertakings - relating to the subject matter hereof. No covenant or condition not expressed in this Agreement shall affect or be effective to interpret, change or restrict the Agreement. Section 14. Amendment; Waiver. This Agreement may be amended or modified only by a writing specifically amending the Agreement and signed by the parties hereto. No waiver of any provisions of or default under this Agreement shall affect the rights of the parties thereafter to enforce any other provision or to exercise any right or remedy in the event of any other default, whether or not similar. Any waiver of any term of this Agreement must be in writing. All consents and approvals required hereunder shall be in writing and signed by the consenting or approving party. Section 15. Successors; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement may not be assigned by either of the parties hereto without the prior consent of the other. Any delegation or subcontracting of the duties or responsibilities by the Administrator to third persons or entities in accordance with the provisions of this Agreement shall not be deemed as an assignment. 13 Section 16. Governing Law. This Agreement shall be governed by, and shall be construed and regulated in accordance with, the laws of the State of Indiana. Section 17. No Imputation of Partnership; Agency. The Client and the Administrator are not partners or joint venturers and neither this Agreement nor any provision thereof shall be deemed to constitute a partnership or joint venture as between the parties hereto or to constitute either party as the agent of the other for any purpose except as expressly provided for herein. Neither party shall be or become responsible for any debts, obligations, or liabilities of the other. Any transaction unrelated to the contractual services set forth herein engaged in by either party, unless specifically authorized by other party, shall be solely the liability and responsibility of such party, which shall not be authorized to bind the other party with respect thereto. The employees of each party hereto shall not be deemed employees or sub -agents of the other and each party shall pay all compensation and provide any fringe benefits to its own employees. Section 18. Severability. If any provision or part of this Agreement is found to be prohibited, unenforceable or invalid under the laws of any jurisdiction, the provision or part thereof shall be ineffective to the extent of such prohibition, unenforceability or invalidity under the applicable law without affecting the enforceability or validity of such provision in any other 14 jurisdiction, and without invalidating the remainder of such provision or other provisions of this Agreement. Section 19. Headings. Headings are not part of this Agreement and shall not be used in the interpretation of this Agreement. They are provided for convenience only. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers on the day and year first above written. ATTEST: The City of South Bend, Indiana "PROVED By: klea..a of Public Works ATTEST: Date: J.W.F. SPFyLyiALTY COMPANY BY: , Date: / -':�o/, Amendment Regarding Release of Claims and Indemnification for Mandatory Medicare Reporting Purposes Under Section 111 Under Section 14 Amendment; Waiver of the J WF Specialty Company Services Agreement, that agreement can be amended in writing by signature of the parties. By statute, Medicare has imposed mandatory reporting requirements on the Client as further delineated below. The Administrator has agreed to provide additional services to assist the Client in meeting its reporting responsibilities. This Amendment further delineates the responsibilities of the parties. Under the Medicare, Medicaid & SCHIP Extension Act of 2007, Section I I I (MMSEA Section 111, 42 U.S.C. 1395y(b)(8)), certain payments to Medicare beneficiaries must be reported to Medicare. The reportable payments include worker's compensation payments and settlements of personal injury lawsuits. Under Section 1 11, a self -insured employer or an entity that is self -insured for liability claims is designated as the Responsible Reporting Entity ("RRE") for worker's compensation payments and settlement or judgment payments. The RRE is required to identify Medicare beneficiaries and then, through a data exchange program with Medicare, report awards, settlements, and the employer's ongoing responsibility to provide medical care. The RRE may designate an agent to assist it in meeting its legal responsibilities. Medicare's rules state that the RRE remains legally responsible for proper reporting in every case, and the agent cannot assume this responsibility. See, Medicare Secondary Payor Reporting Requirements Users Guide, Version 2.0, July 31, 2009, Sections 7.1 and 7.2. The Administrator has developed a reporting module to meet the Client's requirements for communicating the necessary information to Medicare's Centers for Medicare & Medicaid Services ("CMS"). The Administrator will faithfully report such required information as is provided by the Client for both the Client's worker's compensation claims and third -party liability claims, and will assist the Client in obtaining the information necessary for proper reporting. However, the Administrator cannot be legally responsible for these reports in light of Medicare's rules. The Administrator will advise the Client when reports are submitted and of all responses received from CMS; however, the Administrator cannot be legally responsible for these reports. The parties recognize that, under Medicare's rules, the Client is solely responsible and accountable for complying with the mandatory reporting requirements; however, to the extent permitted by law, the Administrator hereby RELEASES AND DISCHARGES the Client, its employees, officers, directors, agents, and/or stockholders, from any and all actual or alleged claims, damages, losses, actions, suits, proceedings, fines, charges, expenses and attorney fees in connection with the reporting requirements under MMSEA Section 111 if the act or omission complained of was caused in whole or in part by the negligence in any form of the Administrator. The Client hereby RELEASES AND DISCHARGES the Administrator, its employees, officers, directors, agents, and/or stockholders, from and against all actual or alleged claims, damages, losses, actions, suits, proceedings, fines, charges, expenses and attorney fees in connection with the reporting requirements under MMSEA Section 111, if the act or omission complained of was caused in whole or in part by the negligence in any form of the Client. The parties recognize that, under Medicare's rules, the Client remains solely responsible and accountable for complying with Medicare's mandatory reporting requirements; however, to the extent permitted by law, the Administrator will INDEMNIFY, DEFEND AND HOLD HARMLESS the Client and the Client Indemnities against any and all actual or alleged claims, damages, losses, actions, suits, proceedings, fines, charges, expenses and attorney fees actually or necessarily incurred or imposed on the Client and/or the Client Indemnities in conjunction with the reporting requirements under MMSEA Section 111, if the act or omission complained of was allegedly caused in whole or in part by the negligence in any form of the Administrator. In addition, the Client will INDEMNIFY, DEFEND AND HOLD HARMLESS the Administrator and Administrator Indemnities against any and all actual or alleged claims, damages, losses, actions, suits, proceedings, fines, charges, expenses and attorney fees actually or necessarily incurred or imposed on the Administrator and/or the Administrator Indemnities in connection with the reporting requirements under MMSEA Section I 1 1 if the act or omission complained of was allegedly caused in whole or in part by the negligence of the Client. The Client shall pay the Administrator an annual fee for the report requirements to MMSEA for Workers Compensation which is included in a separate administrative services agreement, and $1500 for the report requirements to MMSEA for Liability Benefits. DATED: City of South Bend Tit DATED: J.W.F. SPECIALTY COMPANY ADMINIS�R By: Title: 1/2366642.1 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 12/30/16 Name John M, by Department Adm/Finance BPW Date 1/10/16 Phone Extension 7678 Required Prior to Submittal to Board Legal ® Attorney Name Michael Schmidt Controller ® Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Purchasing ® George King Check the Appropriate Item Type — Required for All Submissions ® Agreement ® Contract ❑ Proposal ❑ Addendum ❑ Professional Services ❑ Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Change Order No. ❑ C/O & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control ❑ Other: Required Information Company or Vendor Name ONB Benefits Administration, LLC d/b/ J.W.F. Specialty Company New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Amount of Previous Amount Yes Z No ❑ If Yes, Approved by Purchasing MBE I-1 WBE Worker's Compensation Claims Adminstration None Liability Insurance Fund 226-0418-671-31-07 (2017 Budget) $ Three -Year Agreement - January 1, 2017 to December 31, 2019 - $51,000 (2017), $52,000 (2018), $53,000 (2019) Three-year agreement for worker's compensation claims administration and reporting. Expiring cost is $50,000 per year. The City has used JWF for an extended period of time and is satisfied with the quality of the services provided. A separate purchase order will be issued for each year covered by this agreement. ❑ Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Non -Debarment, E-Verifv. Iran, etc Increase Decrease Current Percent of Change: New Amount Total Percent of Change: Copy Original ❑ ❑ ❑ ❑ ❑ ❑ red For Chance Orders /0 Dispersal After