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1989-0942735E NOTE THIS ORDINANCE HAS BEEN AMENDED BY ORDINANCE NO 89-167 NO F9 09y AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH COOPERS & LYBRAND FOR CONSULTING SERVICES IN DEVELOPING A PROVIDER PLAN FOR THE CITY'S INSURANCE PLAN, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is authorized to execute an agreement~etween the City of Denton and Coopers & Lybrand for consulting services in developing a provider plan for the City's insurance plan, under the terms and conditions contained in agreement, a copy of which is attached hereto and made a part hereof SECTION II That the City Council hereby authorizes the expend t- ure oT funds not to exceed Twenty Thousand ($20,000) Dollars SECTION III That this ordinance shall become effective imme ate y upon its passage and approv 1 PASSED AND APPROVED this the /y of I~L , 1989 J E HOPKINS ATTEST CITY _S7ECRETARY 0 h' ALT RES, ' APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY THE STATE OF TEXAS § AGREEMENT BETWEEN 1HE CITY OF DENTON AND COOPERS & LYBRAND COUNTY OF DENTON § The City of Denton, Texas, a Municipal Home Rule City situated in Denton County, Texas, hereinafter called "City acting herein by and through its City Manager and Coopers & Lybrand, a corporation hereinafter called 'Consultant', hereby mutually agree as follows I SERVICES TO BE PERFORMED A Consultant agrees to develop providers arrangements for the City of Denton for Plan Year beginning November 1, 1989 Arrangements will be developed and presented to the City for review by their internal counsel for final review and signature B Consultant will provide the following services Meet with City management to develop Provider negotiation strategies includingnegotiations with local hospitals, physicians groups, individual physicians, and metroplex hospitals Meet with AMI Denton Regional Medical Center representatives and Denton Community Hospital representatives to review their proposals (anticipated approximately three meetings with each of these facilities) Based upon additional data analysis, Consultant will meet with selected metroplex facilities to establish an arrangement this area of negotiations may best be pursued through ECHO group Consultant will negotiate either directly with the Denton area physicians (with letters of agreement outlining plan design, describe contractual arrangements, and request whether or not the physician desires to be a network provider), or representatives of the Denton IPA and North Texas Physicians & Surgeons Association (Consultant will develop a proposal and initiate negotiations with representatives from these groups) HOURS 15 30 39 30 - 2 - Upon conclusion consultant will a status report Consultant will the appropriate and submit it t of initial meetings with providers, meet with City management to provide develop a final draft contract with hospitals and identified physicians D the City for finalization II TERM OF AGREEMENT 22 20 Consultant shall commence rendering services immediately upon receiving notification of contract approval Consultant agrees to develop providers arrangements for City for Plan Year beginning November 1, 1989 III COMPENSATION TO BE PAID CONTRACTOR City agrees to pay Consultant for the services performed hereunder as follows A Amount of payment for services City agrees to pay Consultant for the services performed hereunder as estimated below Estimated Professional , C&L Hours Fees Develop providers arrangements for Plan Year 156 19,500 beginning November 1, 1989 Estimated out-of-pocket expenses (travel, 1AX, 500 Federal Express, etc ) TOTAL FEES AND EXPENSES Consultant will charge the City an hourly rate of $125 00 per hour based on actual professional and staff time spent and expenses incurred In no event will the total project cost exceed $20,000 for Consultant's fees and expenses unless Consultant is requested to performitasks outside the scope presented in the proposal if additional assistance is requested from the Consultant, estimates of professional fees will be provided and this agreement shall be amended b Dates of Payment city will pay Consultant on a monthly basis, within thirty (30) days of receipt of invoices for completion of services provided for herein I -3- IV SUPERVISION AND CONTROL BY CITY It is mutually understood and agreed to by and between City and Consultant that Consultant is an independent Consultant and shall not be deemed to be or considered an employee of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit City shall not have supervision and control of Consultant and any employee of Consultant while on City premises, and it is expressly understood that Consultant shall perform the services hereunder according to the attached Consultant's proposal at the general direction of the City Manager of the City of Denton or his designee under this agreement V SOURCE OF FUNDS All payments to Consultant under this agreement are to be paid by the City from funds appropriated by the City Council for such purposes in the Budget of the City of Denton VI INSURANCE Consultant shall provide at its own cost and expense workmen's compensation insurance, liability insurance, and all other insurance necessary to protect Consultant in the operation of Consultant's business VII INDEMNIFICATION Consultant shall and does hereby agree to indemnify and hold harmless the City of Denton from any and all damages, loss or liability of any kind whatsoever, by reason of injury to property or third persons to the extent directly and proximately caused by the error, omission or negligent act of Consultant, its officers, agents, employees, invitees, and other persons for whom it is legally liable, in the course of the performance of this agreement, and Consultant will, at its cost and expense, defend and protect the City of Denton against any and all such claims and demands VIII CANCELLATION City and Consultant each reserve the right to cancel this Agreement at any time by giving the other party fourteen (14) days written notice of its intention to cancel If the agreement is cancelled before completion, the City agrees to compensate Consultant for services provided and expenses incurred prior to notice of cancellation - 4 - Executed this the zr~tay of July, 1989 CITY BY ATTEST ' CIT Y S UR TR , APPROVED AS TO LEGAL FORM DEBRA A DRAYOVITCH, CITY ATTORNEY BY TEXAS COOPERS & LYBRAND BY DATE 7 That Thomas W Klinck, is administer the provisions of ,7 - / 1' DAME hereby designated as the person to this agreem ntAME / 4~ LL, CITY MANGER 0 5597P 071189 0400 2848L ORDINANCE NO f?-/ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO 1 TO AN AGREEMENT BETWEEN THE CITY OF DENTON AND COOPERS & LYBRAND, INC RELATING TO PROFESSIONAL CONSULTING SERVICES, AND PROVIDING AN EFFFCTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to execute AmencTment No 1 to the contract between the City of Denton and Coopers & Lybrand, Inc for professional consulting services relating to the employer's insurance plan SECTION II That the City Council hereby authorizes the expen Cure o unds not to exceed Thirteen Thousand ($13,000 00) Dollars SECTION III That the City Secretary is hereby directed to attac a copy o this ordinance and the amendment to the contract which is attached hereto, to Ordinance No 89-94, adopted by the City Council on the 18th day of July, 1989 SECTION IV That this ordinance shall become effective imme ate y upon its passage and approval PASSED AND APPROVED this the '90-"day ofd , 1989 , Y61~ - ATTEST JENNIFER WALTERS, CITY SECRETARY BY G!/2 APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY Lka)- G7~ /g 7/ L7L~ /il THE STATE OF TEXAS § AMENDMENT NO ONE TO AGREEMENT BETWEEN THE CITY OF DENTON AND COUNTY OF DENTON § COOPERS & LYBRAND, INC WHEREAS, on the 18th day of July, 1989, the City of Denton, Texas ("City") and Coopers & Lybrand, Inc ("Consultant"), a professional corporation, executed an Agreement ("Agreement") to provide professional consulting services, and WHEREAS, the parties wish to make certain amendments to said Agreement to provide for additional services, NOW THEREFORE, the City and Consultant agree as follows I That Section I Services to be Performed, is hereby amended to read as follows 1 Implementation Assistance A Review final status of employees before Sanus/New York Life effective contract date for consideration of the following 1 COBRA employees as covered participants, 2 Retirees as covered participants, and 3 Inclusion of employees and dependents of employees not actively at work on date of contract initiation B Develop projected run-out of paid claims and assess adequacy of reserves to cover paid claims and on-going administrative expenses C Review employee communication material developed by Sanus/New York Life and the City of Denton D Assist city management in assessing and projecting on-going paid claims of individuals not immediately covered under the Sanus contract E Assist City management in the developing additional prescription drug benefit proposal, projecting costs, needed revenues and plan participants, and reviewing contracts of potential providers 2 Plan Renewal Analysis Perform a preliminary plan renewal analysis based upon data supplied by Sanus/New York Life This task would be in response to Sanus, proposed rate increase for the December 1, 1990 plan renewal year This task does not include the cost of obtaining and PAGE 1 processing a medical claim history tape for analysis and responding to proposed Sanus rates II That Section II Ter of Agreement, is hereby amended to read as follows consultant shall commence rendering services immediately upon receiving notification of contract approval Consultant agrees to adhere to the following project schedule A implementation Assistance 1 Develop projected run-out of paid claims - Not later than 3 days from receipt of monthly final paid claims 2 Review Employee Communication material - Not later than 3 days from receipt of final material 3 Develop projected paid claims for individuals not actively at work - Not later than 3 days from receipt of data from City and Claims Administrator 4 Project costs, revenues, and participant levels for additional prescription drug benefit, review contracts - Not later than 3 days from receipt of information B Plan Renewal Analysis 1 Perform preliminary plan renewal analysis - Not later than 5 days from receipt of data from Sanus/New York Life III That Section III Compensation to be Paid Contractor, is hereby amended to read as follows A Amount of Payment for Services Estimated Professional Hours Fees Implementation Assistance 78 5 $ 7,850 Plan Renewal Analysis 48 5 4,850 Estimated Expenses 300 Total Fees and Expenses $13,000 Consultant will charge the City based on actual professional time spent and expenses incurred In no event will the total project cost exceed $13,000 for Consultant's fees and expenses unless Consultant is requested by City to perform tasks outside the PAGE 2 scope presented in the proposal If additional assistance is requested from Consultant, estimates of professional fees will be provided and presented to City management for approval before proceeding with any additional tasks IV In all other respects, the terms and conditions of the Agreement shall remain controlling EXECUTED this day of November, 1989 ATTEST JENNIFER WALTERS, CITY SECRETARY BY W APPROVED AS TO LEGAL FORM DEBRA A DRAYOVITCH, CITY ATTORNEY BY A6W CITY OF DENTON, TEXAS RAY ST H ENS MAYOR COOPERS & LYBRAND BY TITLE DATE PAGE 3