Ordinance No. 16,030 ORDINANCE NO. 16,030
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AN AGREEMENT WITH LABOR FIRST, LLC, D/B/A RETIREE
FIRST FOR RETIREE MEDICARE ADVANTAGE PLAN INSURANCE UNDER THE
MEDICAL CARRIER UNITED HEALTHCARE FOR THE CALENDAR YEAR OF
JANUARY 1, 2025, THROUGH DECEMBER 31, 2025; AUTHORIZING PAYMENT
BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED ONE MILLION
FIFTY-ONE THOUSAND FIVE HUNDRED SEVENTY-FIVE AND NO100
DOLLARS (S 1,051,575.00); MAKING OTHER PROVISIONS RELATED THERETO;
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown,Texas,hereby authorizes an agreement
with Labor First, LLC, d.b:'a Retiree First for Retiree Medicare Supplemental Insurance for the calendar
year of January 1, 2025, through December 31, 2025. Such agreement is attached hereto as Exhibit "A"
and incorporated herein for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment in an amount not
to exceed ONE MILLION FIFTY-ONE THOUSAND FIVE HUNDRED SEVENTY-FIVE AND NO 100
DOLLARS (S 1,051,575.00), pursuant to the agreement referenced in Section 1 hereof.
Section 3: That the City Manager is hereby granted general authority to approve any change
order involving a decrease or an increase in costs of FIFTY THOUSAND AND NO/100 DOLLARS
($50,000.00) or less; however, the original contract price may not be increased by more than twenty-five
percent (250o) or decreased by more than twenty-five percent(25%) without the consent of the contractor
to such decrease.
Section 4: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 12"'day of December, 2024. J
NDON CAPETrLo Mayor
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APPROVED AS TO
SCOTT LE ND, City Attorney
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ILj EXHIBIT "A"
RETIREE BENEFIT MANAGEMENT SERVICES AGREEMENT
THIS RETIREE BENEFIT MANAGEMENT SERVICES AGREEMENT (this "Agreement") is
entered into as of the 1" day of January, 2025 (the "Effective Date"), by and between City of Baytown,
municipal health benefit fund with principal offices located at 2401 Market Street, Baytown, TX 77520
(the "Client"), and RETIREE FIRST LIMITED LIABILITY COMPANY, with principal offices
located at 1000 Midlantic Dr., Mount Laurel,NJ 08054 (the"Manager"). Client and Manager are referred
to here individually as a"Party"and collectively as the"Parties."
WHEREAS,the Client provides health benefits for eligible participants;
WHEREAS, Manager provides management and administrative services relating to retirement
health benefit products and contracts for multi-employer group health plans,municipal health benefit funds,
university health plans, and other organizations; and
WHEREAS, Client desires to engage Manager in connection with the management of certain
retiree group health benefits on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises stated herein and
other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be
legally bound, the parties hereby agree as follows.
1. Engagement of Manager.
1.1. Engagement. Client hereby engages Manager to perform, and Manager hereby
agrees to perform, retiree health benefit plan management and administration services where applicable as
set for in MAPD Work Order.
1.2. Scope. Unless otherwise mutually agreed by the Parties, no services other than
those identified in this Agreement and in the Financial Rate Summary(ies) hereto are included within the
scope of this Agreement.
1.3. Limited Power of Attorney. Limited Power of Attorney. Client hereby constitutes
and appoints Manager as Client's true and lawful attorney-in-fact, with full power of substitution or
revocation, to execute and deliver contracts consistent with this Agreement with the Insurance Vendor
identified in Section 2 and/or the Financial Rate Summary(ies), in the name of and on the behalf of the
Client.
2. Plan Design. The Parties have agreed to the plan design set forth in the Financial Rate
Summary(ies) hereto. The following rate guarantee shall govern such plan design and service for the
period effective January 1, 2025 to December 31, 2025 (the"Initial Plan Term"):
Benefit Plan Insurance Vendor 2025 Rate
MAPD UnitedHealthcare $365.13
3. Service Fees. As compensation for the services provided hereunder, Client shall pay
Manager the Rate set forth in Section 2 and/or in the Financial Rate Summary(ies) hereto (the "Service
Fees"). Unless otherwise mutually agreed by the Parties, no services other than those identified in this
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Agreement and in the Financial Rate Summary(ies) hereto are included within such Service Fees. On or
about the fifteenth (15`h)day of each calendar month, Manager shall deliver to Client a monthly statement
indicating the Service Fees owed for the following month (each, a "Covered Month"). Payment shall be
due in full on the first (I st) date of each Covered Month. The Manager at their discretion has the right to
charge a$25 NSF fee for any individual bounced check or denied withdrawal.All payments made to Retiree
First or designated affiliate.
4. Termination.
4.1. Term.This Agreement is effective as of the Effective Date and shall terminate and
expire on December 31, 2025 (the end of the Initial Plan Year);provided, however, that this Agreement
will automatically renew for successive one-year(I-year)periods at the Insurance Vendor's Renewal Rate
disclosed by Manager in writing to Client at least seventy-five days (75 days) prior to the end of the then
current plan year, unless Client notifies the Manager in writing of its intent to terminate this Agreement or
to make any changes to the services or plan designs set forth in this Agreement(or in the appendices hereto)
at least sixty days (60 days) prior to the end of the then current plan year. There is no guarantee that
Insurance Vendors will provide renewal rates within these time frames. Client's sole remedy for failure to
comply with these time frames will be to terminate the agreement. In the event it is not terminated, it will
renew at the new Insurance Vendor Rate.
4.2. Termination. This Agreement may not be terminated by either Party during the
term hereof. Notwithstanding the foregoing, either Party may tenninate this Agreement at any time upon
a material breach by the other Party of such Party's obligations under this Agreement or under the Business
Associate Agreement attached to this Agreement (or any similar agreement entered into by the Parties in
connection herewith);provided,ho►vever,that the Party alleging a breach shall provide the other Party with
written notice describing the facts and circumjacent of the alleged breach in reasonable detail,and the Party
alleged to be in breach shall have a period of not less than fifteen (15) days in which to cure such alleged
deficiency. Upon termination of the Agreement, Manager will release to Client or to a successor
administrator, all Client records, data, and files (including copies thereof) within a reasonable time period
following the termination date, not to exceed 60 days following the effective date of termination of the
Agreement.
5. Confidentiality.
5.1. Business Confidential Information. Each party acknowledges that performance of
the Agreement may involve access to and disclosure by each Party of its proprietary and nonpublic
information including, without limitation, business plans, data, rates, procedures, materials, lists, systems
and information (collectively "Business Confidential Information"). No Business Confidential
Information shall be disclosed to any third party other than a party's representatives who have a need to
know such Business Confidential Information in relation to administration of the Client, and provided that
such representatives are informed of the confidentiality provisions hereof and agree to abide by them. All
such Business Confidential Information must be maintained in strict confidence.
5.2. Protected Health Information. Each Party acknowledges that the terms of this
Agreement may involve the sharing of the Protected Health Information(as such term is used in the Health
Insurance Portability and Accountability Act of 1996, as amended (HIPAA)) of the Client's participants.
As a condition precedent to each Party's obligations under this Agreement, the Parties shall each execute
and deliver a Business Associate Agreement("BAA") in substantially the form attached hereto,or a similar
agreement containing such terms as may be mutually agreed upon by the Parties and meeting the
requirements of HIPAA and any other applicable law. To the extent there is any conflict between the
provisions of this Agreement and the BAA, the terms of the BAA shall govern.
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5.3. General Provisions. Upon termination of the Agreement, each party, upon the
request of the other, will promptly return or destroy all copies of all of the other Party's Business
Confidential Information (including any Protected Health Information of Client's Participants, in the case
of Manager)in its possession or control except to the extent such confidential information must be retained
pursuant to applicable law.
6. Notices. Any notice or other communication required or permitted hereunder shall be
effective if delivered to the other Party in writing and delivered by personal delivery,nationally recognized
overnight courier(with all fees prepaid),facsimile,or email,or by certified or registered mail(in each case,
return receipt requested,postage prepaid),to the following addresses:
If to Manager: 1000 Midlantic Dr.,Suite 100
Mount Laurel,NJ 08054
Attn: Legal Department
RFlegal@retireefirst.com
If to Client: City of Baytown
Atten:City Manager
2401 Market Street
Baytown,TX 77520
7. Subsidiaries and Affiliates. Client acknowledges and agrees that certain services
hereunder may be perfonned or provided by Manager's subsidiaries or affiliates, including, without
limitation, Labor First, LLC , a licensed insurance agency. Client further acknowledges that all insurance
products and services offered herein are provided by our affiliate Labor First, LLC (d/b a Labor First
Insurance Solutions, LLC in CA and Labor First Insurance Brokerage, LLC in NY), a licensed insurance
agency, on behalf of one or more insurance companies. All descriptions or illustrations of coverage
provided by Labor First are for general informational purposes only and do not amend,alter,or modify any
insurance policy or guarantee any specific price, quote or coverage. Not all products and services are
available in all states or to all customers. Nothing herein is intended or should be interpreted as the sale or
solicitation of insurance by Retiree First. To the extent any of Manager's subsidiaries or affiliates provide
services hereunder. Manager represents and warrants that such subsidiaries and affiliates shall adhere to all
terms and conditions of this Agreement.
8. Miscellaneous.
8.1. Amendments, Waiver. This Agreement may only be amended, modified, or
supplemented by an agreement in writing signed by each Party hereto,and any of the terms thereof may be
waived only by a written document signed by each Party to this Agreement or, in the case of waiver,by the
Party or Parties waiving compliance. No waiver of a breach shall waive or excuse any different or
subsequent breach
8.2. Severability. Any provision of this Agreement that is determined by a Court of
competent jurisdiction to be invalid or unenforceable will be ineffective to the extent of such determination
without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability
of the Agreement's remaining provisions,to the maximum extent permitted by applicable law.
8.3. Entire Agreement. This Agreement, together with any other documents
incorporated herein by reference, constitutes the entire and exclusive understanding between the Parties
with respect to its subject matter, and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties,both written and oral, with respect to such subject matter.
8.4. Governing Law. This Agreement shall be governed by, and construed in
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accordance with, the laws of the State of Texas, without giving effect to the conflict of laws provisions or
rules thereof or of any other jurisdiction to the extent such principles or rules would require or permit the
application of the laws of any jurisdiction other than those of the State of Texas.
8.5. Counterparties.This Agreement may be executed in counterparts and by facsimile,
email or other electronic signature, each of which shall be deemed an original and all of which together
shall constitute one instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have hereto have caused this Agreement to be duly executed
this Agreement as of the day and year set forth below(but effective as of the Effective Date).
CLIENT: MANAGER:
City of Baytown RETIREE FIRST
Signed by:
By: Y.PMAJ 4awref�.�,,
Name: Jason Reynolds -T45 "'D%V 9 Zawrotny
Title: City Manager Title: CSO
Date: Date: 12/4/2024
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MAPD WORK ORDER
A. Pre-Implementation
1. Provide to client consultation on retiree benefit and vendor strategies and perform a market
analysis of insurance carrier bids as applicable.
B. Implementation Services.
1. Review the selected Insurance Vendor's benefit design and documentation to ensure it
accurately reflects the quote and proposal that has been accepted and approved by the
Client;
2. Implement selected qualified Insurance Vendor's benefit to provide a fully insured group
MAPD Plan that will constitute approved benefits for purposes of this Agreement
("Approved Plans");
3. Handle all aspects of transition to the Approved Plan with Insurance Vendor; and
4. Provide implementation manager experienced in retiree healthcare plans to manage the
transition process and is a dedicated point of contact for Client.
5. Obtain all necessary information from Client on Eligible Members and Eligible
Dependents;
6. Obtain from Center for Medicare Services("CMS")an electronic eligibility return file;
7. Host a kick-off meeting/retiree educational seminar(including providing advocates after
the meeting for one-on-one individual meetings if needed) if applicable;
8. In coordination with Insurance Vendor send all qualified Eligible Members and Eligible
Dependents a Welcome Kit and Insurance card;
C. Ongoing Plan Management.
1. Help manage all eligibility maintenance and convert to a CMS's approved format;
2. Compare the Client's eligibility information against Medicare to ensure no deceased
members are on file and to ensure PII and address accuracy;
3. Accept eligibility updates electronically as determined by the Client;
4. Provide the Client with support as needed with all CMS filing and reporting requirements;
5. Handle all group billing administration and collections as required by the Client and
Insurance Vendors;
6. Verify eligibility and provide the Client with full monthly eligibility, including amount
paid to the Insurance Vendor and names of Eligible Members for whom payments are
made each month;
7. Submit payment to Insurance Vendors in timely fashion to ensure uninterrupted coverage;
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8. Make available reports, on services provided under this Agreement including:
a. Member Interaction Logs—A comprehensive report with information on what issues
members are calling about, so problems can be identified for individual members;
b. Call Stats: ASA, Abandonment,and Average Call Time
9. Coordinate with Insurance Vendors to provide Client with monthly eligibility
maintenance and reporting;
10. Assist in preparation of benefit summaries for the selected Insurance Vendor's Approved
Plan that are consistent with the Client's benefit plan requirements (including any
Summary of Material Modification ("SMM") and Summary of Benefits and Coverage
("SBC"), where applicable;
11. Perform all functions in compliance with CMS;
12. Manage all CMS Part D filings and requirements including Late Enrollment Penalty
("LEP")and Opt-Out assistance and low income subsidy("LIPS")assistance;
13. Provide dedicated Client Account Representative who is an experienced Medicare
professional who manages the overall service experience for the Client's account;
14. Provide Account Management team to assist Client with all aspects of plan maintenance;
15. Provide members with group specific regional dedicated client call-center number and
live member support(all calls can be handled in over 300 languages are TTY compatible),
including 10-year retention on all call recordings;
16. Provide Member Advocates who are experts in the details of the plan and Medicare system
to:
a. Assist members with obtaining and retaining Medicare eligibility and enrollment in
accordance with CMS requirements;
b. Guide Eligible Members and Eligible Dependents through multiple plan options
when applicable;
c. Provide claims, billing and premium payment support;
d. Assist disabled members and members turning 65 with applying for Medicare;
e. Provide pharmacy and physician support to Eligible Members and Eligible
Dependents;
f. Assist with pharmacy related questions such as generic availability, prior
authorizations, and mail-order services;
g. Interface directly with Social Security, CMS,pharmacies and physicians on behalf
of Eligible Members to solve problems;
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h. Assist Members and Dependents with copay:coinsurance and assist members with
getting discrepancies rectified;
i. Provide assistance with Part B medications and supplies;
j. Provide Eligible Members with potential solutions if formulary disruptions occur;
k. Assist with provider selection and alternative provider assistance;
1. Make completion calls to Eligible Members and Eligible Dependents to ensure that
issues raised have been resolved;
m. Assist with appeals to Medicare or the Insurance Vendor if there is a coverage denial
to ensure Eligible Members and Eligible Dependents are obtaining all of the benefits
of the Approved Plan and Medicare;
n. Assist Insurance Vendor with well care management initiatives including wellness
programs, health coaching,etc.including but not limited to health risk appraisals and
tools, outreach to high-risk retirees, targeted risk education, ongoing wellness
support and preventative outreach;
17. Maintain records of the Client for the duration of the Agreement and for at least ten (10)
years from the date of issuance or occurrence,including records and notations of all calls.
D. Benefit Renewals& Request for Proposal("RFP")Work.
1. Provide report to Client with comprehensive review of Insurance Vendor's Approved Plan
(including competitive pricing and cost review);
2. Provide recommendations to the Client on the renewal options for subsequent calendar
year(s);
3. Negotiate with proposed Insurance Vendors to obtain best price for vendor agreements
for the following calendar year; and
4. Assist Client in handling renewal management and ongoing maintenance of Insurance
Vendor contracts.
E. CMS Plan Regulatory Notification Procedures.
1. Prepare CMS mandated Member communications;such as Client Specific Announcement
Letters
2. Prepare and file Group Creditable Coverage attestation filing.
F. Health and Wellness
1. Provide member access to the advocacy center;
2. Educate and facilitate in home wellness visit scheduling;
3. Educate and facilitate annual wellness visit scheduling;
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4. Educate and facilitate annual diabetic eye visit scheduling;
5. Educate and facilitate annual flu shots,breast cancer screening,colon cancer screenings;
6. Facilitate Health Risk Assessments and PCP Assignment;
7. Educate members and refer to carrier-based care programs where applicable;
8. Coordination with various carrier clinical programs, e.g. behavioral health, MTM,home
care,etc;
9. Provide pharmacy and provider support services via the Retiree Advocacy Center;
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