Resolution 474-1988
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Stella Otto, Coordinator
Employee Benefits
RESOLUTION NO. 474 -1988
A RESOLUTION OF THE BOARD OF COUNTY COMMIS-
SIONERS OF MONROE COUNTY, FLORIDA, AUTHORIZ-
ING THE MAYOR/CHAIRMAN OF THE BOARD TO
EXECUTE ADDENDUM NO. 1 TO AGREEMENT FOR
SERVICES BY AND BETWEEN MONROE COUNTY BOARD
OF COUNTY COMMISSIONERS AND GALLAGHER BASSETT
SERVICES, INC. FOR THE PURPOSE OF RENEWING
THAT CERTAIN AGREEMENT ENTERED INTO BY THE
PARTIES THERETO DATED OCTOBER 1, 1987,
REGARDING THE MONROE COUNTY'S EMPLOYEE
BENEFITS PLAN
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, that the Mayor/Chairman of the Board is
hereby authorized to execute Addendum No. 1 to Agreement for
Services by and between the Monroe County Board of County Commis-
sioners and Gallagher Bassett Services, Inc., a copy of same
being attached hereto, pertaining to Monroe County's Employee
Benefits Plan.
PASSED AND ADOPTED by the Board of County Commissioners of
Monroe County, Florida, at a regular meeting of said Board held
on the 20th day of September, A.D. 1988.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By g~,...t
May airman
(Seal)
Attest: DANNY L. KOLHAGE Clerk
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APPROVED AS TO FORM
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BY 4 ( 1__
Attorney's OHice
ADDENDUM #1
TO
AGREEMENT FOR SERVICES
BETWEEN
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
AND
GALLAGHER BASSETT SERVICES, INC.
PERIOD OF AGREEMENT:
October 1, 1988 - September 30, 1989
EFFECTIVE DATE OF RENEWAL:
October 1, 1988
It is hereby noted and agreed that this is a renewal of that
certain Agreement for Services entered into by and between
Gallagher Bassett Services, Inc. , and the Board of County Commis-
sioners on October 1, 1987, for the purpose of providing an
Employee Benefits Plan for Monroe County employees.
All terms and conditions of said Agreement for Services
remain unchanged.
DATED THIS
DAY OF
, A.D. 1988.
Attest:
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Clerk
By
Mayor/Chairman
GALLAGHER BA5SETT SERVICES,
INC.
By
Area Manager
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AGREEMENT FOR SERVICES
THIS AGREEMENT is entered into this first day of October, 1987, by and between
GALLAGHER BASSETT SERVICES, INC., a Delaware corporation, (GB), and BOARD OF
COUNTY COMMISSIONERS, (CLIENT).
RECITALS
A. CLIENT wishes to retain the services of GB to provide administrative services for its
employee benefit plan (the PLAN) and desires to have GB provide specific services
in connection with the PLAN.
B. GB is willing to provide such services on the terms and conditions hereinafter
stated.
AGREEMENT
A. TERM
This Agreement shall be effective for a period of one (1) year commencing
October 1, 1987 and shall remain in full force and effect through September 30,
1988 unless terminated during this period as hereinafter provided.
B. OBLIGATIONS OF GB
1. GB shall provide administration and consulting services, which shall
include:
a. assistance in drafting plan documents and summary plan
descriptions;
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b. preparation and distribution of standard claims and administration
forms and identification cards; and
c. establishment of the Electronic Data Processing reporting
structure for standard monthly reports and the benefit computation
formulas.
2.. GB shall provide Claim Services in accordance with Exhibit A, attached
hereto.
3. Upon the request of the client, GB shall provide the following
consultation and Additional Services on a time and materials basis. at
GB's then current hourly rate, plus material and independent contractor
costs:
a. printing of summary plan description booklets. and other materials;
b. travel expenses incurred by GB on CLIENT's business;
c. the cost of postage and handling for special mailings;
d. medical and other review charges for special claim investigation;
e. storage of CLIENT's records;
1. reconstruction of records required due to the condition of the
records at the inception of this Agreement;
g. preparation of special statistical reports and surveys;
h. establishing a claim account for CLIENT, subject to GB's policy
on CLIENT claim accounts;
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i. any assistance necessary for termination of administration
services;
j. revising or amending the initial plan document and summary plan
description. and
k. administrative changes due to changes in the plan of benefits.
insurance policies. eligibility rules. participation agreements,
recordkeeping rules. or any other changes requested by CLIENT
or required by law.
C. OBLIGATIONS OF THE CLIENT
1. CLIENT shall pay GB for services rendered herein as follows:
a. for Medical Claims Services a monthly payment equal to the
greater of either:
(i) the number of individuals covered for these services as of
the first day of the month billed. multiplied by $5.72; or
(ii) eighty percent (80%) of the preceding month's fee.
b.
Fees for Claims Services shall be calculated by CLIENT and
forwarded to GB on a monthly basis on or before the last day of
the month the services are provided.
c.
Additional Services shall be invoiced by GB on a monthly basis as
incurred, and shall be due and payable within fifteen (15) days of
receipt of such invoice.
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d. Any amount not paid when due shall bear interest at the lesser of
one and one-half percent (1 i%) per month, or the highest rate
allowed by law. until such amount is paid in full. Payments
received shall be credited first to interest accrued but unpaid, then
to the oldest outstanding balance. If any amount is not paid in full
when due, that nonpayment shall constitute a breach of this
Agreement that shall allow GB to terminate this Agreement, at its
option, in accordance with Section E.
2.
CLIENT shall at all times provide funds adequate for payment of
qualified claims and of administrative claim expenses. For this purpose.
administrative claim expenses shall mean all costs. charges or
expenses of third parties incurred by GB, its agents or its employees,
which are properly chargeable to a qualified claim including, without
limitation, utilization review of medical expenses. court costs. fees and
expenses of attorneys. independent investigators, experts and
witnesses, and fees for obtaining reports, documents and photographs.
as well as amounts expended pursuing recovery of PLAN funds through
enforcement of subrogation, rights of recovery or other appropriate legal
actions. It is expressly understood that GB shall not be required to
advance its own funds to pay claims or administrative claim expenses
hereunder, or to perform any services hereunder if CLIENT fails to
provide adequate funds, or pay any fees, as set forth herein.
3.
Client shall provide written notification of benefit and/or plan changes to
GB at least 30 days prior to the Effective Date of the change.
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D. MUTUAL OBLlGA TrONS
1. Ownership of Records and Documents
a. GB agrees that all books, records, lists of names. journals,
ledgers and other recorded information developed specifically in
connection with the administration of the PLAN shall always be
and remain the property of CLIENT.
b. CLIENT agrees that GB is the sole owner of the following materials
and that CLIENT has no right to their use following termination of
this Agreement, it being agreed that such materials were not
prepared at the expense of CLIENT:
i. claim processing and payment manuals;
ii. communication manuals;
Hi. administrative procedure manuals;
iv. data processing system designs;
v. computer programs; and
vi. all documents and materials marked "Confidential" by GB.
CLIENT agrees to keep all such materials confidential and not to
reproduce, disclose or disseminate the materials or the
information contained therein to third parties without the prior
written consent of GB. Upon termination of this Agreement for any
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reason. CLIENT shall immediately return all such materials, and
any copies thereof, to GB.
2. Audit
GB shall have the right to audit the books of CLIENT as necessary to
verify the accuracy of the fee calculations referenced in Section C.1.a.
CLIENT shall cooperate with GB in conducting any such audit.
3. limitation of Obligations
It is understood that GB performs purely ministerial functions for CLIENT
within a framework of policies, interpretations, rules, practices and
procedures made or approved by CLIENT, including the Client's plan
document. It is further agreed that GB does not have discretionary
authority or discretionary controls respecting management of the PLAN.
does not exercise any authority or control respecting management or
disposition of the assets of the PLAN and does not render investment
advice with respect to any money or other property of the PLAN and has
no authority or responsibility to do so. The sole function of GB is to
provide the services described herein, and GB shall have absolutely no
financial responsibility or other liability for any payment of benefits or to
fund the PLAN.
4. Employees of GB
CLIENT agrees that for a period of one year following the date of the
termination of this Agreement, it will not utilize the services of:
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a. any individual who was an employee of GB during the term of this
Agreement, or any renewal thereof, either as an employee or
otherwise to perform services for CLIENT similar to those services
provided by GB under this Agreement; and
b. any person, firm. partnership or company which employs any
person who was an employee of GB during the term of this
Agreement, or any renewal thereof, and whose duties in
connection with such employment involved providing services of a
kind, nature or description similar to those being provided by GB
under this Agreement, whether or not such employee provided
those services for CLIENT.
5. Force Majeure
GB shall not be liable for any delay or nonperformance of any covenants
contained herein nor shall any such delay or nonperformance constitute
default hereunder, or give rise to any liability for damages if such delay
or nonperformance is caused by "force majeure." As used herein, the
term "force majeure" means fire, explosions, action of the elements.
strikes or other labor relations problems, restrictions or restraints
imposed by law, rule, regulation or order of public authority, whether
federal, state or local, and whether civil or military, acts of military
authority, interruption of transportation facilities and any other cause
which is beyond the reasonable control of GB and which by the exercise
of reasonable diligence GB is unable to prevent. The existence of such
causes of such delay or nonperformance shall extend the term of
performance on the part of GB thereby to such extent as may be
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necessary to enable it to complete performance in the exercise of
reasonable diligence after the cause of delay or nonperformance has
been removed.
6. Waiver of Nonperformance
No waiver of any default in performance on the part of GB or like waiver
by CLIENT, of any breach or a series of breaches of any of the terms,
covenants or conditions of this Agreement shall constitute a waiver of
any subsequent breach or a waiver of said terms. covenants or
conditions. Resort to any remedies referred to herein shall not be
construed as a waiver of any other rights and remedies to which GB is
entitled under this Agreement or otherwise.
7. Partial Invalidity
Should any part of this Agreement. for any reason, be declared invalid
by a court of competent jurisdiction. the remaining portion shall remain
in full force and effect as if this Agreement had been executed without
the invalid portion.
8. Governing Law
The validity, interpretation and performance of this Agreement shall be
controlled and construed according to the internal laws of the state of
Illinois.
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9. Indemnification
a. GB agrees to indemnify, protect, save and keep harmless CLIENT
from any and all loss, cost, damage or exposure arising from the
negligent acts or omissions of GB.
b. CLIENT agrees to indemnify, protect, save and keep harmless
GB, its affiliates and subsidiaries, from any and all loss, cost,
damage or expense arising from:
i. the administration and handling of any claims after records
and files have been returned to CLIENT upon the termination
of this Agreement;
ii.' any financial obligation to fund the PLAN or provide funds for
any payments due employees; and
iii. the negligent acts or omissions of CLIENT.
10. Successors
This Agreement shall be binding upon and shall inure to the benefit of all
assigns. transferrees and successors in the interest of the parties
hereto.
11. Entire Agreement; Modification or Amendment
This Agreement and the Exhibits hereto represent the entire and
exclusive statement of the agreement of the parties and may be
modified or amended only by a written statement signed by both parties.
Such modification or amendment shall be attached to, and shall
thereupon become a part of this Agreement.
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12. Headings
Headings herein are for convenience of reference only and shall not be
considered in any interpretation of this Agreement.
13. Independent Contractor
It is understood and agreed that GB is engaged to perform services
under this Agreement as an independent contractor and not as an agent
of CLIENT. The parties hereto agree that neither party has any
relationship with or contractual liability to the other with respect to the
subject matter of this Agreement other than as set forth herein.
14. Practice of Law
It is understood and agreed that GB will not perform, and CLIENT will
not request performance of, any services which may constitute the
, unauthorized practice of law.
15. Counterparts
This Agreement may be executed by the parties in several counterparts,
each of which shall be deemed to be an original copy.
16. Remedies Not Exclusive
No remedy conferred hereunder is intended to be exclusive of any other
remedy and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.
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17. Subcontracting
GB may subcontract any or all of the services required to be performed
by it hereunder, after the CLIENT'S approval.
18. Insolvency
In the event that either party shall become insolvent, make a general
assignment for the benefit of creditors, suffer or permit the appointment
of a receiver for its business or its assets or shall avail itself of, or
become subject to, any proceeding under the Federal Bankruptcy Act or
any other statute of any state relating to insolvency or the protection of
rights of creditors, or become subject to rehabilitation, then, at the
option of the other party and immediately upon written notice, this
Agreement shall terminate and be of no further force and effect.
19. Notices
Any notice required. to be given under this Agreement shall be sent by
certified mail or overnight or same-day delivery service, with all
postage or delivery costs paid in advance, to the following in the case of
GB:
Robert C. Strom
Vice President
Gallagher Bassett Services, Inc.
60 Gould Center
Rolling Meadows, IL 60008
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with a copy to:
James W. Durkin
Vice President
Arthur J. Gallagher & Co.
10 Gould Center
Rolling Meadows. IL 60008
and in the case of CLIENT:
Stella Otto. Administrator
Board of County Commissioners - Monroe County
Public Service Building
Wing III. Room 300
Key West, FL 33040
E. TERMINATION
In the event either party breaches this Agreement, this Agreement shall terminate
upon thirty (30) days prior written notice to the breaching party. and the subsequent
failure of the breaching party to remedy the breach within such thirty (30) day
period.
F. SERVICES FOLLOWING TERMINATION
Upon the termination of this Agreement as set forth in Section E. above. GB will
continue to handle pending incurred claims on the following terms: GB will receive
one hundred percent (100%) of the monthly fee for the first sixty (60) days of
service; seventy-five percent (75%) of the monthly fee for the next thirty (30) days;
and fifty (50%) for the next thirty (30) days. After one hundred twenty (120) days.
files will be returned to CLIENT in an orderly manner.
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IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed
on the date and date first written above.
GALLAGHER BASSETT SERVICES, INC.
By: ~~e.~
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Title:
Vice President
BOARD OF COUNTY COMMISSIONERS _
MONROE CO TY
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Title:
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EXHIBIT A
CLAIM SERVICES - CLIENT CERTIFIED
ADMINISTRATIVE SERVICES TO BE PROVIDED BY GALLAGHER BASSETT SERVICES INC.
1. Answer all telephone and mail inquiries from the client as to benefits provided.
2. Review all claims thoroughly and coordinate them with doctors, hospitals. and other
providers of services.
3. Correspond with the client if additional information is required.
4. Coordinate benefits with other benefit plans and insurance plans.
5. Process, issue and distribute the claims, checks or drafts to the participants. hospitals,
doctors. or others as applicable and provide documents to support these
disbursements.
6. Notify the client in writing of ineligible claims filed, indicating the reason for the
declination of the same.
7. Provide the following claims reports:
a. Explanation of Benefits
b. Payment and Refund'Registers (Daily and Monthly)
c. Benefit Summary Report (Monthly and Year-To-Date)
8. Report specific and aggregate claims to the excess carriers, where applicable.
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