EXHIBIT 99.3
SETTLEMENT, GENERAL RELEASE AND WAIVER OF CLAIMS
THIS SETTLEMENT, GENERAL RELEASE AND WAIVER OF CLAIMS (the
"Agreement"), is made and entered into as of the 15th day of July 2002, by and
among Coram Alternate Site Services, Inc., a Delaware corporation, Tax I.D.
760215922 ("CORAM ALTERNATE SITE"), and Xxxxx X. Xxxxx, Chapter 11 Trustee to
the Bankruptcy Estates of Coram Healthcare Corporation and Coram, Inc (the
"TRUSTEE") AND Humana Health Plan, Inc., a health maintenance organization, and
Humana Insurance Company, an insurance company (collectively referred to as
"HUMANA").
RECITALS
X. XXXXX ALTERNATE SITE has been providing services, supplies and
equipment to HUMANA's members pursuant to that certain Home Health Agency
Participation Agreement dated December 1, 1998 by and between CORAM ALTERNATE
SITE and HUMANA (the "HHAP Agreement").
B. Certain disputes have arisen between CORAM ALTERNATE SITE and HUMANA
regarding the payment of fees for certain services, supplies and equipment
provided by CORAM ALTERNATE SITE to HUMANA's members pursuant to the HHAP
Agreement with codes other than those codes specifically set forth on Exhibit A,
which is attached hereto and incorporated by reference herein (the
"Reimbursement Disputes").
X. XXXXX ALTERNATE SITE and HUMANA have resolved their Reimbursement
Disputes and have agreed that it is in their mutual best interests to settle
their Reimbursement Disputes on the terms and subject to the conditions set
forth herein without resort to litigation.
AGREEMENTS
NOW, THEREFORE, in consideration of the recitals, the mutual covenants,
sums of money and benefits set forth herein, the parties agree as follows:
1. Consideration of CORAM ALTERNATE SITE and HUMANA. CORAM ALTERNATE
SITE hereby agrees to discharge any and all claims arising under the HHAP
Agreement or any other agreement under which CORAM ALTERNATE SITE participated
with HUMANA for services, supplies and equipment with codes other than those
codes specifically set forth on Exhibit A which were provided by CORAM ALTERNATE
SITE to HUMANA members with dates of service on or prior to December 31, 2001
(the "Pre-2002 Claims") in exchange for HUMANA's payment, in addition to any
amounts received by CORAM ALTERNATE SITE from HUMANA for the Pre-2002 Claims on
or prior to February 28, 2002, of One Million Dollars
($1,000,000.00) (the "Settlement Payment") to CORAM ALTERNATE SITE along with
the release expressly set forth in this Agreement. Notwithstanding the
foregoing, the parties acknowledge and agree that the Settlement Payment shall
be reduced by any amounts received by CORAM ALTERNATE SITE from HUMANA for the
Pre-2002 Claims, from March 1, 2002 through the date first above written. The
Settlement Payment shall be made by HUMANA to CORAM ALTERNATE SITE no later than
ten calendar days from the date of receipt by HUMANA of written approval of this
Agreement by the Bankruptcy Court (as defined in section 4(c) below) and should
be sent via overnight courier or hand delivery to:
Xxxxxx X. Xxxxxxxx
Vice President-Controller
Coram Alternate Site Services, Inc.
0000 Xxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
000-000-0000 (phone)
The parties hereto acknowledge and agree that the Settlement Payment relates to
the Pre-2002 Claims only and does not include claims with codes specifically set
forth on Exhibit A and which were covered under and authorized in accordance
with the terms and conditions of the HHAP Agreement and which were provided by
CORAM ALTERNATE SITE to HUMANA's members pursuant to the HHAP Agreement (the
"Exhibit A Claims"). The Exhibit A Claims shall be processed and paid by HUMANA
to CORAM ALTERNATE SITE pursuant to the terms and conditions of the HHAP
Agreement.
2. Release of HUMANA by CORAM ALTERNATE SITE. CORAM ALTERNATE SITE and
its parent, subsidiaries, affiliates, divisions, successors and assigns,
(excluding Coram Resource Network, Inc. and Coram Independent Practice
Association, Inc.) and the current and former officers, directors employees,
attorneys and agents, together with their successors and assigns (collectively,
the "CORAM Parties"), hereby release and forever discharge HUMANA and its
parent, subsidiaries, affiliates, successors and assigns and their current and
former officers, directors, shareholders, employees, attorneys and agents,
together with their successors and assigns, (collectively, the "HUMANA Parties")
from any and all actions, causes of action, suits, sums of money, damages,
claims, expenses and demands whatsoever in law and equity, whether known or
unknown to the CORAM Parties, which the CORAM Parties ever had or now has, by
reason of or in any way connected with the Pre-2002 Claims. The CORAM Parties
acknowledge and agree that the payment made by HUMANA under this Agreement is
intended to address any and all claims the CORAM Parties ever had, now have or
may have relating to or arising out of or connected to the Pre-2002 Claims.
Accordingly, the CORAM Parties agree that they forever waive and will not pursue
payment of any additional fees or compensation of any type relating to or
arising out of the Pre-2002 Claims. The parties acknowledge and agree that such
release of the HUMANA Parties by the CORAM Parties does not release any Exhibit
A Claims for reimbursement by CORAM ALTERNATE SITE.
3. Release of CORAM ALTERNATE SITE by HUMANA. The HUMANA Parties hereby
release and forever discharge the CORAM Parties, from any and all actions,
causes of action, suits, sums of money, damages, claims, expenses and demands
whatsoever in law and equity, whether known or unknown to the HUMANA Parties,
which the HUMANA Parties ever had or now has or may have, by reason of or in any
way connected with the Pre-2002 Claims. The parties acknowledge and agree that
such release of the CORAM Parties by the HUMANA Parties does not release any
claims for overpayments by HUMANA related to the Exhibit A Claims.
4. Representations and Warranties.
(a) Each party represents and warrants that it has carefully
read this Agreement, the contents thereof are known to it, and that this
Agreement is executed voluntarily and without duress or undue influence on the
part of or on behalf of any party hereto.
(b) Each of the parties hereto represents and warrants that
the persons and entities executing this Agreement have the legal authority to do
so.
(c) CORAM ALTERNATE SITE hereby represents and warrants this
Agreement does not require the approval of any judicial or administrative body,
except for the approval of the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court") in the Chapter 11 case of Coram Healthcare
Corporation and Coram, Inc., in order to be binding and fully effective between
the parties and any of their respective successors, assigns and creditors. In
the event any other approval is determined to be necessary in order for this
Agreement to have such binding effect and such approval is not given, then CORAM
ALTERNATE SITE agrees to indemnify, defend and hold harmless HUMANA from any and
all claims, judgments, costs, liabilities, damages and expenses whatsoever,
including reasonable attorneys' fees, arising out of or in any way related to
such disapproval.
5. Acknowledgments by the Parties.
(a) The parties hereto have knowingly relinquished, waived and
released any and all remedies that might otherwise be available to them for
matters or transactions that are the subject of this Agreement.
(b) It is further understood and agreed that this Agreement is
a compromise of disputed claims, and that the exchange of consideration
contemplated hereby is not to be construed as an admission of liability on the
part of the parties or the persons, corporations and entities hereby released,
by whom liability is expressly denied.
(c) It is further understood and agreed that this Agreement is
executed by each party voluntarily and is not based upon any representations or
statements of any
kind made by the other party or any of their representatives as to the merits,
legal liabilities or value of the claims of the other party.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
7. Entire Agreement. This Agreement contains the entire agreement among
the parties with respect to the subject matter of this Agreement and supersedes
any and all prior agreements, arrangements, representations or understandings
between the parties relating to the subject matter herein or the transactions
described in this Agreement. This Agreement may only be amended in writing by an
instrument executed by both parties.
8. No Assignment. The parties mutually represent and warrant that there
has been no assignment or transfer of any interest in any of the claims released
pursuant to this Agreement.
9. Applicable Law. This Agreement shall be construed in accordance with
and all disputes hereunder shall be governed by the laws of the State of
Missouri, disregarding such State's conflicts of law principles.
10. Binding on Parties. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns;
provided, however, this Agreement shall be null and void in the event the
Bankruptcy Court does not issue written approval of this Agreement.
11. Arbitration; Attorneys' Fees. Any dispute or controversy arising
under or in connection with this Agreement shall be resolved by binding
arbitration conducted under the rules of the American Arbitration Association
applicable to contract disputes, the outcome of which shall be enforceable in a
court of competent jurisdiction. Such arbitration shall take place in Kansas
City, Missouri. In the event any dispute or controversy arises between the
parties under or in connection with this Agreement, the prevailing party shall
be entitled to an award of reasonable attorney fees and costs incurred as a
consequence of such dispute.
12. Severability. Should any provision of this Agreement be declared or
determined by any court to be illegal or invalid, the validity of the remaining
parts, terms or provisions shall not be affected, and the illegal or invalid
part, term or provision shall be deemed not a part of this Agreement.
13. Construction of Agreement. This Agreement shall not be construed
against the party preparing the same and shall be construed without regard to
the identity of the person who drafted such and shall be construed as if all
parties had jointly prepared this Agreement.
14. Representation by Independent Counsel. The parties acknowledge that
they have been represented by counsel of their own choice in the negotiations
leading up to and in the execution of this Agreement and that they have read
this Agreement and each and every provision thereof, have had it fully explained
to them by their counsel, and fully understand and have agreed to this Agreement
and each and every term, condition and covenant contained or incorporated by
reference herein.
IN WITNESS WHEREOF, the undersigned have made and executed this Settlement,
General Release and Waiver of Claims, effective as of the date first written
above, through a duly authorized officer or representative.
HUMANA CORAM ALTERNATE SITE
By: /s/ XXXXX X. XXXXX By: /s/ XXXXX X. XXXXXX
----------------------------- -------------------------------
Name: Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
Title: President, Humana Kansas City Title: Senior Vice President, Chief
Humana Health Plan, Inc. Financial Officer and Treasurer
By: /s/ XXXXX X. XXXXX
-------------------------------
Xxxxx X. Xxxxx, Chapter 11
Trustee to the Bankruptcy
Estates of Coram Healthcare
Corporation and Coram, Inc.
EXHIBIT A
CODES EXCLUDED FROM SETTLEMENT
HOME HEALTH CARE SERVICES
DESCRIPTION CODES
----------- -----
Registered Nurse, Skilled Nursing Care * 0551,0551HRI
Registered Nurse, High Tech Care * 0551HT, 0551HTHI
Registered Nurse, Postpartum Care * 0551LA
Licensed Practical Nurse * 0581, 0581HRI
Home Health Aide 0571, 0571HRI
Physical Therapy 0421
Physical Therapy Assistant 0421A
Occupational Therapy 0431
Speech Therapy 0441
Medical Social Worker 0561
Respiratory Therapist 94640
Nutritional Consult 0589
HOME INFUSION SERVICES
DESCRIPTION CODES
----------- -----
ANTIBIOTIC THERAPY
All frequencies Q0081
TOTAL PARENTERAL NUTRITION B4164
With Lipids B4186
CHEMOTHERAPY MANAGEMENT
IV Push Q0085
Continuous 1 drug with pump Q0085
Continuous 2 drugs with pump Q0085
PAIN MANAGEMENT
Epidural/Central Line/Sub Q 90782
HYDRATION THERAPY
All volumes and frequencies J7030
SPECIALTY DOSED IV THERAPY
All frequencies, including continuous 90784
IV PUSH / IM / SQ / INJECTIONS
All therapies not listed elsewhere Q0084
CATHETER CARE
Single Lumen Hick/Brov Catheter 90799
Double Lumen Hick/Brov Catheter 90799
Triple Lumen Hick/Brov Catheter 90798
Single Lumen Xxxxxxxx Catheter 90799
Double Lumen Xxxxxxxx Catheter 90799
Triple Lumen Xxxxxxxx Catheter 90798
PICC Line Catheter 90799
Implantable Ports 90799
EXHIBIT A
CODES EXCLUDED FROM SETTLEMENT (PAGE 2)
HOME INFUSION SERVICES
DESCRIPTION CODES
----------- -----
LINE INSERTION
PICC Line Insertion 36534
Midline Insertion 36000
Urokinase J3364
Repair Kit A4221
IMMUNOGLOBULINS 82787
PROLASTIN 82103
ANTI HEMOPHILIC FACTORS 85290
IRON BINDING
Desferal 83550
BLOOD PRODUCTS 36430
