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HomeMy WebLinkAboutMINUTES - 10121993 - 1.29 TO: BOARD OF SUPERVISORS vv- 29 FROM: Mark Finucane, Health Services Director Contra By: Elizabeth A. Spooner, Contracts Administrate AMNI Costa DATE: September 28, 1993 W County SUBJECT: Approval of Marketing Services Agreement #29-769 with California Dental Health Plan SPECIFIC REQUEST(S) OR RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: Approve and authorize the Chair, Board of Supervisors, to execute on behalf of the County, Marketing Services Agreement #29-769 with California Dental Health Plan, effective October 1, 1993 and renewable from year to year until June 30, 1998 (unless sooner terminated as provided in the Agreement) for the County's provision of Dental Plan marketing services. II. FINANCIAL IMPACT: Under the terms of this Agreement, the County will be paid on a commission basis, and revenues from this program are dependent upon the number of Contra Costa Health Plan members who choose to enroll in the dental program. III. REASONS FOR RECOMMENDATIONSIBACKGROUND: Contra Costa Health Plan (CCHP) wishes to add the California Dental Health Plan (CDHP) to its benefit package and to market it to the commercial non-County groups it recruits for CCHP membership. Approval of Marketing Services Agreement #29-769 will allow the County (CCHP) to become a "General Agent" for CDHP and to be paid a commission for selling the dental HMO. This Agreement has been approved as to legal form by the County Counsel's Office. CONTINUED ON ATTACHMENT:_ YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMM� DA ION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF BOARD ON OCT 12- 19-9-3 APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS UNANIMOUS (ABSENT I HEREBY CERTIFY THAT THIS IS A TRUE AYES: _U11,1V,V NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: Jr- AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Milt Camhi (313-5604) CC: Health Services (Contracts) ATTESTED OCT 12 1993 Auditor-Controller (Claims) California Dental Health Plan Phil Batchelor, Clerk of the Board of SupovdC=VAdMinWaW M382/7-83 BY DEPUTY Contra Costa County 29 MARKETING SERVICES AGREEMENT Number 2.9-769 1. Contract Identification. Department: Health Services (Contra Costa Health Plan) Subject: County's Provision of Dental Plan Marketing Services 2. Parties. The County of Contra Costa, California (County) , for its Department named above, and the following named Company Requiring Service (CHDP) mutually agree and promise as follows: Company: CALIFORNIA DENTAL HEALTH PLAN Capacity: For profit California corporation Taxpayer I.D.# 95-2797931 Address: 1320 Willow Pass Road #730, Concord, California 94520 3. Term. The effective date of this Agreement is October 1. 1993 and it continues to June 30 next ensuing and from year to year thereafter until June 30, 1998, unless sooner terminated as provided herein. 4. Company's Obligations. In consideration for County's provision of services as described below, the Company shall pay to County monthly a commission, at the rate set forth in Paragraph 6. (Compensation to County) of the Service Plan which is attached hereto and incorporated herein by reference, on all premiums which County receives as the result of marketing the CDHP's dental plan as specified below. 5. County's Obligations. County shall act as marketing and enrollment agent for CDHP as set forth in the Service Plan, subject to all the terms and conditions contained or incorporated herein. County will bill the CDHP monthly for commissions due under this Agreement. 6. Indemnification. CDHP shall defend, save harmless and indemnify the County and its officers, agents and employees from all liabilities and claims for damages for death, sickness or injury to persons or property, including without limitation all consequential damages from any cause whatsoever arising from or connected with the operations or the services of the County hereunder, resulting from .the conduct, negligent or otherwise, of the County, its agents or employees. 7. Independent Contractor Status. This Agreement is by and between two independent contractors and is not intended to and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association. 8. Legal Authority. This Agreement is entered into under and subject to the following legal authorities: United States Code Section 417.101(d)(8) of Title 42; and California Government Code Sections 25209.6, 26227, and 31000. 1 Contra'Costa County MARKETING SERVICES AGREEMENT Number 29-769 9. Signatures. These signatures attest the parties' agreement hereto: COUNTY OF CONTRA COSTA, CALIFORNIA ATTEST: Phil Batchelor, Clerk of the Board BOARD OF SUPERVISO R,,—,�d of Supervisors and County Administrator By By Chairman/Designee L"�, eputy CONTRACTOR j 1701, 'Ie By By - (Desi ate business capacity A) (Designate business capacity B) Note to Contractor: For corporations (profit or non profit) , the contract must be signed by two officers. Signature A must be that of the president or vice-president and Signature B must be that of the secretary or assistant secretary (Civil Code Section 1190 and Corporations Code Section 313) . All signatures must be acknowledged as set forth on page three. 2 Contra Costa County Standard Form 1/87 APPROVALS/ACKNOWLEDGEMENT Number 29-769 APPROVALS RECOMMENDED BY DE T �� FORM APPROVED r ,�I Byla�j By o <. Desi nee APPROVED: COUNTY ADMINISTRATOR ByTW f ACKNOWLEDGEMENT State of California ACKNOWLEDGEMENT (By Corporation, Partnership, or Individual) County of C�� �— The person(s) signing above for .Contractor, personally known to me in the individual or business capacity(ies) stated, or proved to me on the basis of satisfactory evidence to be the stated individual or the representatives) of the partnership or corporation named above in the capacity(ies) stated, personally appeared before 'me today and acknowledged that he/she/they executed it, and acknowledged to me that the partnership named above executed it or acknowledged to me that the corporation named above executed it pursuant to its bylaws or a resolution of its board of directors. Dated: -��• `�, (Cy�13 [Notarial Seal] OFFICiALSEAL NotanY Pub lic/Deput Cou Clerk VIRGINIA RIDGEWAY NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY MY COMM. EXP. JUNE 10 1 9 3 SERVICE PLAN Number 29-769 1. Scope of Service. California Dental Health Plan (CDHP) is a California corporation which operates as a specialized health care service plan and is duly licensed by the Department of Corporations pursuant to the Knox-Keene Health Care Services Plan Act of 1975 and the regulations promulgated thereunder. County's Contra Costa Health Plan is experienced in providing marketing services for various types of health care and will act as a marketing and enrollment agent for CDHP. 2. Independent Contractor Status. This Agreement is by and between two independent contractors and is not intended to and shall not be construed to create the relationship between the parties of agent, servant, employee, partnership, joint venture or association. 3. Services to be Provided by County. County's Contra Costa Health Plan shall enroll, or arrange for the enrollment of, subscribers and their dependents on behalf of CDHP and shall perform the following services: a. Market CDHP contracts to its individual members, employer and other insurable groups residing in the CDHP service area. b. Provide all necessary procedures and personnel to carry out enrollment of CDHP with various groups. C. Distribute applications and other enrollment materials necessary for the sale and enrollment of the product. County shall process enrollment forms and any subsequent changes in enrollment and shall give notice of enrollment and/or subsequent changes pursuant to the instructions provided by CDHP. d. Apply certain enrollment and underwriting criteria after such criteria are reviewed by CDHP and CDHP agrees in writing to be bound by such eligibility and underwriting determinations. e. Obtain and maintain enrollment records, prepare and process premium statements and remittances, and provide to policyholders, claimants, and insured persons the appropriate claim forms, certifcates and all the other necessary forms and records with respect to CDHP policies. f. Perform the monthly premium billing in accordance with the procedures outlined by CDHP. County shall make regular, timely premium remittances to CDHP no later than the 25th of the month prior to the month of a client's eligibility. 4. Collection of Funds. County is authorized to collect funds on behalf of CDHP, and in the event that County collects any such funds, the following provisions shall apply: a. All funds received by County for the account of CDHP shall at all times be segregated from the assets of County and shall be promptly deposited to a trust account in a State or Federal bank authorized to do business in the State of California and insured by el Initials: 4— County Dept. 91"T 1 SERVICE PLAN Number 29-769 an appropriate Federal insuring agency. "Promptly deposited" means deposited no later than the business day following receipt of CDHP funds by County. b. All funds received by County for the account of CDHP shall be transmitted to CDHP, or to a person designated by CDHP, within five (5) days after such funds are received by County. 5. Rights of CDHP. a. In the event that County fails to follow the appropriate underwriting guidelines, CDHP shall have the right to reject an application for membership. In the event that CDHP rejects an application, any funds collected will be returned to County and County shall reimburse the rejected applicant. b. CDHP shall have the right to approve all marketing, membership, educational, and informational materials developed by County before County uses such materials in any manner whatsoever. 6. Compensation to County. a. In consideration for the services provided by County, CDHP agrees to pay County, on a monthly basis, a commission on the premiums it receives from County at the rate of thirty per cent (30%) . b. CDHP reserves the right to change its premium rate schedule and the commission rate (not to affect business in force until after the renewal date) , provided that CDHP notifies County in writing sixty (60) days in advance of any proposed change and County's Board of Supervisors approves any proposed change in the commission rate which CDHP pays to County. Initials: County Dept. C, HP 2 SPECIAL CONDITIONS Number 29-769 1. Contra Costa Health Plan Subcontract Requirements. This Agreement is subject to the attached Contra Costa Health Plan Subcontract Requirements (Attachment A) which is incorporated herein by reference. 2. Compliance with Application Laws and Regulations. a. Both parties shall comply and shall cause their respective principal persons and employees to comply with all aspects of the Knox-Keene Act and Regulations relevant to the marketing and solicitation of health care service plans. b. County shall comply with the Knox-Keene Health Care Service Plan Act of 1975 and its and amendments and all rules, regulations, and directives promulgated by the Commissioner of the California Department of Corporations. In the event that disciplinary proceedings against County or against any of its principal persons or employees relating to any license issued to such person(s) by the California Insurance Commissioner, such proceedings must be reported to CDHP within five (5) days of the proceedings commencement. 3. Limitations. County has no authority to alter provisions of contracts between CDHP and employer groups and individuals. Such limitation includes, but is not limited to, extension of premium time and alteration of benefit provisions. Any changes to CDHP contracts must be authorized in writing by CDHP. 4. Termination. a. Written Notice. This Agreement may be terminated by either party, at their sole discretion, upon thirty-day advance written notice thereof to the other, and may be cancelled immediately by written mutual consent. b. Termination of Business. County and CDHP both agree to notify the other party as soon as possible and in any case within three (3) days in the event that either party suspends business, becomes insolvent, makes an assignment for the benefit of creditors or becomes unable to pay its debts as they become due, or if any bankruptcy proceeding is filed by or against either party or if a receiver is appointed for any of the property of either party. C. Failure to Perform. In the event that either party fails to materially perform any of its obligations under this Agreement and such failure continues uncured for a period of thirty (30) days after written notice by the non-defaulting party, this Agreement may be terminated immediately. With respect to any payment obligation, in the event such failure continues uncured for a period of ten (10) days after written notice by the non-defaulting party, this Agreement may be terminated immediately. d. Noncompliance. The revocation or suspension of either party's license or certificate of authority or the failure of either party to materially comply with applicable Federal, State and local laws, rules and regulations that have a substantial effect upon such Initials: County Dept. AH 1 SPECIAL CONDITIONS Number 29-769 party's operation in the State of California or ability to perform any of its material obligations under this Agreement may result in immediate termination of this Agreement. e. Termination Activities. Upon termination of this Agreement: (1) The parties shall immediately cease activities related to marketing to, and enrolling new clients; however, the parties agree to continue performing all of their obligations and duties which are related to clients, including, but not limited to, completion of pending enrollments, collection and processing of premiums, processing of pending claims, and payment of commissions to County. (2) Each party shall, within 120 days of the date of termination, provide the other party with written documentation which shall fully describe all sums, fees or other amounts due, payable, or owing by one party to the other party as of the date of terminations. (3) All written material printed or owned by either party, including requests for participation, enrollment forms, promotional materials and other documents relating to the activities hereunder shall, upon request, be returned to the requesting party, or upon request, the party in possession of such documents shall destroy all written materials printed or owned by the requesting party. 5. Partial Invalidity. In the event that any provision of this Agreement shall be held invalid or unenforceable in any court of competent jurisdiction or agency of the government, such invalidity or unenforceability shall attach only to such provision, unless this Agreement would thus be rendered impossible to perform in accordance with the intent of the parties, and the same shall not affect or render invalid or unenforceable any other provision of this Agreement. 6. Amendments. This Agreement may be modified or amended by a written document executed by the CDHP and the Contra Costa County Board of Supervisors or, after Board approval, by its designee, subject to any required State or Federal approval. 7. Reports and Records. All records, books, and papers of County pertaining to the services which County provides to CDHP under the terms of this Agreement shall be open to inspection during normal business hours by the Commissioner of Corporations. County shall preserve for a period of not less than five years, the first two years of which shall be in an easily accessible place at the offices of County's Contra Costa Health Plan, the books of account and other records required under the provisions of, and for the purposes of the Knox- Keene Health Care Services Plan Act of 1975. After such books and records have been preserved for two years, they may be warehoused or stored, or microfilmed, subject to their availability to the Commissioner within not more than five (5) days after request therefor. 8. Audits. Each party may conduct an audit of the other party's records relating to this Agreement, upon 30 days' prior written notice. Such audit shall be conducted during normal business hours. Each party shall maintain the confidentiality of information relating to the dental program. The cost of such audit shall be at the expense of the requesting party. Initials: County Dept. 2 SPECIAL CONDITIONS Number 29-769 9. Nondiscriminatory Services. a. No health care service plan or specialized health care service plan shall refuse to enter any contract or shall cancel or decline to renew or reinstate any contract because of race, color, national origin, ancestry, religion, sex, marital status, sexual orientation, or age of any contracting party, prospective contracting party, or person reasonably expected to benefit from any such contract as a subscriber, enrollee, member or otherwise. b. The terms of any contract shall not be modified and the benefits or coverage of any contract shall not be subject to any limitations, exceptions, exclusions, reductions, co- payments, co-insurance, deductibles, reservations, or premium, price or change differentials, or other modifications because of the race, color, national origin, ancestry, religion, sex, marital status, sexual orientation, or age of any contracting party, prospective contracting party, or person reasonably expected to benefit from any such contract as a subscriber, enrollee, member, or otherwise, except that premium, price, or charge differentials because of the sex or age of any such individual and based on objective, valid and up-to-date statistical and actuarial data are not prohibited. Initials: County Dept. DHP 3 ATTACHMENT A CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS Number: 29-769 Pursuant to State Department of Health/County Contract #88-94695 (County #29-609-35) , effective January 1, 1989, (or the latest revision) Article X, Subcontracts; requirements of the Waxman-Duffy Prepaid Health Plan Act, (1972) and Knox-Keene Health Care Service Plan Act of 1975; Federal Regulations: 42 CFR 431.504; State Law: W&I Code, Section 14452; State Regulations: Title 22, CAC, Section 53250, the following subcontract requirements are incorporated into the contract referenced by number above: 1. Contractor shall be subject to and comply with all Federal, State, and local laws and regulations and contractual obligations incumbent upon the County under County Contract #29-609-35 and any subsequent amendment thereto. 2. A Contractor providing any basic health care service to Contra Costa Health Plan members (Plan members) shall meet all of the requirements of Chapters 3 and 4, Subdivision 1, Division 3, Title 22, C.A.C. (commencing with Section 51001) which relate to the services the Contractor provides. This specifically includes the requirements of Title 22, C.A.C. Section 53250(e) , a copy of which is attached hereto and incorporated herein by reference as Exhibit A. 3. Contracts shall be public records on file with the State Department of Health Services. The names of the officers and owners of the Contractor, stockholders owning more than ten percent of the stock issued by the Contractor, and major creditors holding more than five percent of the debt of the Contractor are: Owners/Officers: James R. Lindsey and Patricia A. Lindsey Stockholders owning more than 10% of stock: Creditors holding more than 5% of debt: 4. County and Contractor agree that Contractors compensation hereunder shall not be based in any way on a percentage of the County's compensation from the State Department of Health Services; this agreement does not preclude the establishment of Contractor's rate based on capitation payments pursuant to Welfare and Institutions Code Section 14453. 5. Contractor agrees to submit reports or abstracts of treatment records in relation to Plan members, as appropriate and required by County. 6. Contractor will allow inspection, examination, or copying of financial books and records relating to Plan members or Plan services by the County, the State Department of Health Services, the State Department of Corporations, the U.S. Department Health and Human Services, or their duly authorized representatives. Such books and records shall be made available at all reasonable times at the Contractor's place of business; in a form. maintained in accordance with general standards, for a term of at least five years from the close of State's fiscal year in which this Contract is in effect. Initials: Con actor County Dept. -1- ATTACHMENT A CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS 7. Contractor shall not make assignment and/or delegation of this Contract unless it has obtained prior written approval of the other party, the County, and State Department of Health Services. 8. Contractor will hold harmless both the State and Plan members in the event the County cannot or will not pay for services performed for Plan members pursuant to this Contract. 9. Contractor will notify the Department of Health Services and Commissioner of Corporations in the event this Contract is amended or terminated. Notice is considered given when deposited in the U.S. Registered Mail, first class postage prepaid, addressed as follows: Organized Health Services HMO Unit Department of Corporations Department of Health Services 600 South Commonwealth 714 P Street Los Angeles, California 90005 Sacramento, California 95814 10. Nondiscrimination Requirements. a. Nondiscrimination Clause (OCP-1) . (1) During the performance of this Contract, Contractor and its subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or sex. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination. Contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq. ) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq. ) . The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (2) This Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Contract. b. Nondiscriminatory Services. The Contractor will not discriminate against Contra Costa Health Plan members or eligible -beneficiaries because of race, color, creed, religion, ancestry, marital status, sexual orientation, national origin, age, sex, or physical or mental handicap in accordance with Title VI of the Civil Rights Act of 1964, 42 USC Section 2000d rules and regulations promulgated pursuant thereto, or as otherwise provided by law or regulation. Initials: C O-pjjrLractor County Dept. -2- ATTACHMENT A CONTRA COSTA HEALTH PLAN SUBCONTRACT REQUIREMENTS C. Discrimination Comvlaints. The Contractor agrees that copies of all grievances alleging discrimination against Contra Costa Health Plan members or eligible beneficiaries because of race, color, creed, sex, religion, age, national origin, ancestry, marital status, sexual orientation, or physical or mental handicap shall be forwarded to the Health Services Director for review and appropriate action. 11. Confidentiality. Contractor agrees to comply with all applicable State or Federal statutes or regulations respecting confidentiality, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that: a. All records concerning any individual made or kept by Contractor relating to services provided under this Contract will be confidential, and will not be open to examination for any purpose not directly connected with the administration of such service. b. No person will publish or disclose any list of persons receiving services, except as may be required in the administration of such service. Initials: Al Con actor County Dept. -3- EXHIBIT A TITLE 22 MEDICAL ASSISTANCE PROGRAM Section 53250 (Register 82 . No. 39--5-25-82 (p, 1300.39) (e) Each subcontract shall contain: (1) The subcontractor's agreement to make all of its books and records, pertaining to the goods and services furnished under the terms of the subcontract, available for inspection, examination or copying: (A) By the Department, the United States Department of Health and Human Services and the Department of Corporations. (B) At all reasonable times at the subcontractor's place of business, or at such other mutually agreeable location in California. (C) In a form maintained in accordance with the general standards applicable to such book or record keeping. (D) For a term of at least five years from the close of the fiscal year in which the subcontract was in effect. (2) Full disclosure of the method and amount of compensation or other consideration to be received by the subcontractor from the plan.. (3) Subcontractor's agreement to maintain and make available to the Department, upon request, copies of all sub-subcontracts and to ensure that all sub-subcontracts are in writing and require that the subcontractor: (A) Make .all applicable books and records available at all reasonable times for inspection, examination or copying by the Department. (B) Retain such books and records for a term of at least five years from the close of the fiscal year in which the sub-subcontractor is in effect. (4) Subcontractor's agreement to notify the Department in the event the agreement with the Contractor is amended or terminated. Notice to the Department is considered given when properly addressed and deposited in the United States Postal Service as first-class registered mail, postage attached. (5) Subcontractor's agreement that assignment or delegation of the subcontract shall be void unless prior written approval is obtained from the Department in those instances where prior approval by the Department is required. (6) Subcontractor's agreement to hold harmless both the State and plan members in the event the plan cannot or will not pay for services performed by the subcontractor pursuant to the subcontract. NOTE: Authority cited: Section 14312, Welfare and Institutions Code Reference Section 14452, Welfare and Institutions Code. HISTORY 1. Repealer and new section filed 7-5-78, effective thirtieth day thereafter (Register 78, No. 27) . 2. Amendment of subsection (g) (16) and new subsection (g) (17) filed 10-20-78, effective thirtieth day thereafter (Register 78, No. 42) . 3. Amendment filed 12-30-81; effective thirtieth day thereafter (Register 82, No. 1) .