EXHIBIT 10(m)
SERVICE AGREEMENT FOR WORKERS' COMPENSATION
SELF-INSURANCE PROGRAM
This Service Agreement for Workers' Compensation Self-Insurance Program
(the "Agreement") is effective the 1st day of June, 2001 (the "Effective Date")
between Meritage Employer Services, LLC ("Meritage"), and Fitzgeralds Gaming
Corporation on its behalf and on behalf of each of its operating subsidiaries:
Fitzgeralds Mississippi, Inc., Fitzgeralds Reno, Inc., Fitzgeralds Las Vegas,
Inc., and 000 Xxxx Xxxxxx, LLC (collectively, the "Client" or "Employer").
RECITALS
WHEREAS, Client currently self-insures its workers' compensation risks
and desires to have Meritage provide specific services in connection with such
self-insurance program; and
WHEREAS, Meritage is willing to provide such services on the following
terms and conditions, and possesses a current license within the State of Nevada
as a third party administrator. In other states where the parties are not
self-insured, except as otherwise provided herein, Meritage will provide only
case and medical management of indemnity claims, not claims payment, and
therefore licensing is only necessary in the State of Nevada.
AGREEMENT
1. DEFINITIONS. When used in this Agreement, the following terms shall have
the meanings set forth below.
1.1 ALLOCATED LOSS EXPENSES. Expenses payable by the Client to third
parties as a result of claim services, including but not limited
to the following fees: witness fees and mileage allowances; fees
for detective services; fees for attorneys; commercial
photographer fees; expert witness fees; fees for claim-related
medical opinions and diagnostic services including:
rehabilitation, consulting and medical management intervention
fees, except fees for actual medical or hospital treatment.
Allocated Loss Expenses may also include Large Case Medical
Management, and Medical Director Review fees paid to Meritage.
1.2 CLAIM. A request for workers' compensation benefits. A claim
includes all potential or actual workers' compensation liability
of Client for the illness or injury of an employee, including
medical, disability, and/or other benefits.
1.2.1 INDEMNITY CLAIM
a. Lost time as defined by statute;
b. Permanent physical impairment;
c. Fatality;
d. Denial of benefits; and
e. Settlements.
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1.2.2 MEDICAL CLAIM. Claims for medical benefits only, whether
or not any medical benefits are actually paid.
1.3 EMPLOYEE. Person who is eligible under state law to receive
workers' compensation benefits from Client.
1.4 MEDICAL INDUSTRIAL FEE SCHEDULE. The workers' compensation
medical services fee schedule, as may be amended from time to
time, established by the laws of the State of Nevada.
1.5 NETWORK PROVIDER. A health care provider who has entered into a
contract with Meritage to provide medical services to Employees.
1.6 NETWORK REIMBURSEMENT RATE. The fee for medical services
established by the contract between Meritage or Employer and a
Network Provider.
1.7 RECORD-ONLY CLAIM. The record of an incident for which medical
treatment is not anticipated and which is identified as such by
the Employer at the time it is reported.
1.8 TAIL CLAIMS. The financial obligation liability and management on
a claim for the life of the claim, even after the claims are
closed for re-opening.
2. OBLIGATIONS OF MERITAGE
2.1 CLAIMS ADMINISTRATION
2.1.1 Review all Claims received from the Client on or after the
Effective Date of this Agreement. Meritage shall create
and maintain files for each Claim. All Claims shall be
accepted or denied within the statutory guidelines. All
files shall be maintained in the State of Nevada for a
minimum of five (5) years.
2.1.2 Investigate all claims to determine their compensability.
2.1.3 Provide Client with compensability recommendations. The
final determination of compensability of any claim shall
be the responsibility of Client.
2.1.4 Subject to Section 2.1.3, determine benefits and pay
according to applicable statutory and administrative
regulations. Meritage will make payment of benefits
utilizing the Client's account. Should it be necessary to
set up a fiduciary account, this account will be
maintained according to NRS 683A.0877, which provides as
follows:
1. All insurance charges and premiums collected by
Meritage on behalf of an insurer and return premiums
received from an insurer are held by Meritage in a
fiduciary capacity.
2. Money must be remitted within fifteen (15) days to the
person or persons entitled to it, or be deposited within
fifteen (15) days in one or more fiduciary accounts
established and maintained by Meritage in a bank, credit
union or other
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financial institution in Nevada. The fiduciary accounts
must be separate from the personal or business accounts of
Meritage.
3. If charges or premiums deposited in an account have
been collected for or on behalf of more than one insurer,
Meritage shall cause the bank, credit union or other
financial institution where the fiduciary account is
maintained to record clearly the deposits and withdrawals
from the account on behalf of each insurer.
4. Meritage shall promptly obtain and keep copies of the
records of each fiduciary account and shall furnish any
insurer/Client with copies of the records which pertain to
him upon demand of the insurer or the Client.
5. Meritage shall not pay any claim by withdrawing money
from this fiduciary account in which premiums or charges
are deposited.
6. Withdrawals must be made as provided in the agreement
between the insurer/Client and Meritage for:
a. Remittance to the insurer.
b. Deposit in an account maintained in the name
of the insurer.
c. Transfer to and deposit in an account for the
payment of Claims.
d. Payment to a group policyholder for remittance
to the insurer entitled to the money.
e. Payment to Meritage for commission fees or
charges.
f. Remittance of return premiums to persons
entitled to them.
7. Meritage shall maintain copies of all records relating
to deposits or withdrawals and, upon the request of the
insurer/Client, provide the insurer/Client with copies of
those records.
2.1.5 Pay medical bills submitted by network providers at the
lowest of the Network Reimbursement Rate, the Medical Industrial
Fee Schedule, or billed charges. Medical bills submitted by
non-network providers shall be paid by Meritage at the lower of
the current Nevada Medical Industrial Fee Schedule or billed
charges. All payments will be paid timely and in accordance with
statutory requirements of not later than sixty (60) days from the
date of receipt.
2.1.6 Meritage shall comply with NRS 683A.0879 entitled Claims
relating to health insurance coverage: approval or denial;
payment; request for additional information; costs and attorney's
fees in civil action, which provides:
1. Except as otherwise provided in subsection 2, an
administrator shall approve or deny a claim relating to
health insurance coverage within 30 days after the
administrator receives the claim. If the claim is
approved, the administrator shall pay the claim within 30
days after it is approved. If the approved claim is
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not paid within that period, the administrator shall pay interest
on the claim at the rate of interest established pursuant to NRS
99.040 unless a different rate of interest is established
pursuant to an express written contract between the administrator
and the provider of health care. The interest must be calculated
from 30 days after the date on which the claim is approved until
the claim is paid.
2. If the administrator requires additional information to
determine whether to approve or deny the claim, he shall notify
the claimant of his request for the additional information within
20 days after he receives the claim. The administrator shall
notify the provider of health care of all the specific reasons
for the delay in approving or denying the claim. The
administrator shall approve or deny the claim within 30 days
after receiving the additional information. If the claim is
approved, the administrator shall pay the claim within 30 days
after he receives the additional information. If the approved
claim is not paid within that period, the administrator shall pay
interest on the claim in the manner prescribed in subsection 1.
3. An administrator shall not request a claimant to resubmit
information that the claimant has already provided to the
administrator, unless the administrator provides a legitimate
reason for the request and the purpose of the request is not to
delay the payment of the claim, harass the claimant or discourage
the filing of claims.
4. An administrator shall not pay only part of a claim that has
been approved and is fully payable.
5. A court shall award costs and reasonable attorney's fees to
the prevailing party in an action brought pursuant to this
section.
2.1.7 Seek written approval of Client when making any payment of $3,000
or more. Meritage shall have full authority, discretion, and
control to determine and pay, process, and administer claims that
fall below this limit.
2.1.8 Seek written approval of Client when negotiating settlements of
$3,000 or more. Meritage shall submit a written request for
settlement authority with justification for the settlement
amount. Meritage shall have full authority, discretion, and
control to settle claims that fall below this limit.
2.1.9 Meritage shall comply with NRS 683A.0873, entitled Records of
administrator: Retention; examination by commissioner and
insurer, which provides:
1. Meritage shall maintain at its principal office adequate books
and records of all transactions between itself, the insurer and
the insured. The books and records must be maintained in
accordance with prudent standards of record keeping for insurance
and with regulations of the commissioner for a period of five (5)
years after the transaction to which they respectively relate.
After the five (5) year period, Meritage may remove the books and
records from the state, store their contents on microfilm or
return them to the Client or insurer.
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2. The commissioner may examine, audit and inspect books and
records maintained by Meritage in order to carry out the
provisions of NRS 679B.230 to 679B.300, inclusive.
3. The names and addresses of insured persons and any other
material that is in the books and records of Meritage are
confidential except when used in proceedings against Meritage
and/or Client.
4. The insurer may inspect and examine all books and records to
the extent necessary to fulfill all contractual obligations to
insured persons, subject to restrictions in the written agreement
between the insurer and Meritage.
2.1.10 Comply with all excess insurer reporting requirements. Meritage
will rely on information provided by Client to identify the
appropriate excess insurer(s) and the requisite information to be
provided to such insurer(s). Meritage shall not be liable for any
damage or injury to Client for any inadequate or defective notice
to an excess insurer where such notice was based solely upon lack
of, inadequate, or defective information from Client for new and
Tail Claims. Regarding payment of Claims authorized by an
insurer, per NRS 683A.088, each Claim paid by Meritage from money
collected for or on behalf of an insurer must be paid by a check
or draft upon and as authorized by the insurer.
2.1.11 Directly handle all managed care hearings and all hearing officer
proceedings, and provide assistance to counsel selected by Client
to defend appeal officer hearings, petitions for judicial review
and court cases, as requested by Client.
2.1.12 Maintain a current estimate of the expected total cost of each
Claim, and provide a monthly loss run to the Client.
2.1.13 Review all claims for possible subsequent injury reimbursement
and perfect such claims.
2.2 COST CONTAINMENT
2.2.1 PREFERRED PROVIDER NETWORKS. Maintain or utilize a network of the
Client's choice of health care providers within the State of
Nevada, Colorado, Mississippi, Tennessee.
a. The composition of Meritage's network shall be recommended
by Meritage and subject to the Client's approval. Neither
this nor any other provision of this Agreement shall be
construed to require Meritage to include within its
network any particular medical provider or type of medical
provider or to maintain a specific size or geographical
area network, but network size and area will be reasonably
adequate and reviewed annually, or at the request of the
Client. Meritage will provide the directory with quarterly
updates, and a new directory annually.
b. Meritage retains the sole authority to negotiate Network
Reimbursement Rates with Network Providers. Client
understands and agrees that such rates may vary among
providers, and are subject to change at any time.
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Nothing contained in this Agreement shall be construed to
require Meritage to obtain any specific discount from the
Network Providers, but Meritage will make its best efforts
to secure the best discounts and pricing.
2.2.2 MEDICAL AND DISABILITY CASE MANAGEMENT SERVICES. Medical case
management services may be used to return the Employee to his
prior employment or employment appropriate with the Employee's
physical restrictions as quickly as possible, and may be provided
through registered nurses and may consist of the following:
a. Review and evaluation of Client's first reports of injury,
medical records, and evaluation of the appropriateness of
medical care;
b. Develop recommendations and execute case management
objectives, which may include:
(i) Utilization of contracted providers, possibly at
discounted rates;
(ii) Assistance to providers in developing and
coordinating a treatment plan among facilities and
other professional providers;
(iii) Utilization of industry-standard medical treatment
guidelines;
(iv) Coordination of the Employee's return to work with
appropriate physical restrictions;
(v) Review for appropriateness of vocational
rehabilitation services.
c. Telephone and/or personal meetings with the Client,
medical providers, and the injured Employee as appropriate
to communicate medical management recommendations.
2.2.3 UTILIZATION MANAGEMENT SERVICES. Provide utilization management
services to help ensure appropriate, quality, and cost-effective
treatment, which may consist of one or more of the following
processes:
a. PRE-CERTIFICATION/PRE-AUTHORIZATION.
Pre-certification/pre-authorization of services for
Employee inpatient hospital admissions, unusual or
expensive diagnostic tests, and/or treatments and surgical
procedures.
b. CONCURRENT REVIEW. Review of services to determine the
appropriateness of treatment and/or treatment facility and
progress within the treatment plan.
c. RETRO REVIEW. Following the injured worker's hospital stay
and/or surgical procedure, an evaluation of medical
services to assess medical necessity, appropriateness, and
cost-effectiveness of the care rendered.
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d. Follow rules of procedure as dictated by state-mandated
rules.
2.3 DATA PROTECTION. Meritage shall take steps necessary to safeguard
Claims data. Liability for any costs or expenses of replacing data, or
damage resulting from the loss of such data, shall be borne by Meritage,
unless at the time of loss such data was in the exclusive custody of
Client, or was otherwise caused solely by Client's negligence.
2.4 Meritage shall comply with NRS 683A.087 regarding advertising, which
provides, "An administrator may advertise the insurance which he
administers only after he receives the approval of the insurer who
underwrites the business involved."
3. OBLIGATIONS OF CLIENT
3.1 Be solely responsible for determining the compensability of any
illness or injury, subject to the discretion granted to Meritage
in Section 2 hereinabove.
3.2 Designate a person as the principal contact who shall have the
authority to approve payment for services or treatment on any
Claim as recommended by Meritage.
3.3 Comply with compensation funding as stated in Exhibit A. Per NRS
683A.0883, compensation paid to Meritage by the Client will be
based upon number of claims paid, processed, or managed as agreed
upon by Meritage and the Client. Compensation will not be paid on
claims experience or savings realized by adjusting the losses
covered by the Client or insurer.
3.4 Provide complete copies of all excess insurance policies and the
reporting requirements for each.
3.5 Comply with state-regulated industrial department of insurance
rules of procedure to including obtaining and maintaining
licensing requirements.
3.6 Client shall be responsible for payment of Allocated Loss
Expenses as defined in Section 1.1 herein. All such expenses
shall be pre-approved in writing by the Client. Meritage will
recommend all such expenses prior to implementation of outside
services or charges.
4. AUDITS
4.1 Meritage shall provide Client with access to all of Client's
claims data within seven (7) days of receiving advanced written
notice of a request therefor.
4.2 The Client and auditor shall maintain the confidentiality of any
information obtained during the course of the audit.
4.3 The Client and auditor shall not remove Meritage's documentation
from the premises of Meritage without written authorization from
Meritage.
4.4 Meritage shall be furnished a copy of the audit report.
4.5 Client is solely responsible for the reasonable costs of any
audit after the first audit during the Agreement's term.
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4.6 This provision shall survive the termination of this Agreement
for a period of ninety (90) days.
4.7 The Client is allowed, without charge, one audit per twelve (12)
month period.
5. TERM OF AGREEMENT AND CANCELLATION
5.1 The initial term of this Agreement shall, subject to the good
faith negotiations set forth below, run from the date set forth
herein through the resolution of all claims asserted in the
Client's bankruptcy case or against any liquidating trust or
similar entity formed to effect the Client's liquidation.
5.2 The parties hereby agree to engage in good faith negotiations to
make reasonable adjustments to the fees payable hereunder during
the sixty (60) day period prior to each sale of an operating
subsidiary (or substantially all its assets) and during the sixty
(60) days prior to the consummation of any plan that would assign
this Agreement to any reorganized Fitzgeralds or any liquidating
trust or similar entity formed in Fitzgeralds' currently pending
bankruptcy cases.
5.3 If Client fails to timely reimburse Meritage as required by this
Agreement, Meritage shall have the right to immediately cease
performance under this Agreement, and to suspend all Claims
processing. Meritage shall notify Client at time of cessation of
performance hereunder via facsimile, that Client has failed to
comply. That notice shall also itemize the sums outstanding from
Client. Client shall remain liable for all amounts payable under
this Agreement, and Meritage specifically reserves all additional
legal rights and remedies available.
5.4 Meritage may offset against the Client's deposit to cover any
amounts unpaid under this Agreement.
5.5 If either party defaults in the performance of its obligations
under this Agreement, the non-defaulting party shall give the
defaulting party written notice of default and a right to cure.
If the default is not cured to the satisfaction of the
non-defaulting party within forty-five (45) days of the date of
the written notice, then the non-defaulting party shall notify
the defaulting party that it intends to terminate the Agreement.
Once this notice of intent to terminate is given, the Agreement
shall terminate at 12:00 midnight on the tenth calendar day after
notice, unless a later date is specified in the notice. Nothing
in this Section shall affect the right of Meritage to cease all
performance including Claim processing and payment, as set forth
in Section 5.3 and Section 5.4.
5.6 Upon termination of this Agreement, Meritage shall turn over all
files and Client data within thirty (30) days to the Client or
the Client's designated representative, if it so requests, to
have returned the files Meritage has maintained for Claims (but
not including any computer hardware, software, or other
proprietary information of Meritage); provided, however, that
Meritage or its agents, employees, or attorneys shall continue to
be entitled to inspect such files and make copies or extracts
therefrom either before or after returning same.
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5.7 Upon termination, and if all sums due to Meritage under this
Agreement have been paid, Meritage shall return any remaining
deposit to Client within thirty (30) days of the effective date
of termination.
5.8 This Agreement may be terminated by Client at any time with or
without cause upon giving ninety (90) days advance written notice
to Meritage. In the event Client terminates this Agreement,
Client agrees to pay Meritage all remaining fees incurred through
to the date of termination. Any and all fees due and owing as a
result of Client's termination shall be paid in full within
thirty (30) days of the date of termination.
6. SERVICE MARKS. Meritage and Client agree that neither will use each
others symbols, trademarks, or service marks without the other party's
prior written consent.
7. TRADE SECRETS. The parties understand that during the term of this
Agreement each will receive trade secrets and confidential information
from the other, including without limitation, information relating to
their respective business practices, fees, personnel, provider, customer
or consumer lists, marketing research developments, marketing data and
statistics, and production and data processing methods. During the term
of this Agreement and thereafter, each party agrees not to disclose such
confidential or trade secret information either directly or indirectly
to any other person, firm, or organization except as is reasonably
necessary for the performance of its duties under this Agreement. To the
extent such information is requested by a third party pursuant to
statutes, court order, subpoena, or other legal process, Meritage or
Client must give the other party notice of the request ten (10) days
prior to complying with such statutes, court order, subpoena or other
legal process unless the time specified by law for compliance is less.
8. CONFIDENTIALITY. Meritage agrees that information from medical records
of employees shall be kept confidential and shall not be disclosed
without the written consent of the Employee, except that disclosure may
be made to a provider, the Employee or his/her representative, the
Client or its representative, Division of Workers' Compensation of the
State of Nevada, and as otherwise may reasonably be necessary for the
performance of this Agreement.
9. INDEMNIFICATION. Meritage agrees to indemnify, defend and hold Client
harmless from all claims, demands, costs, fees (including reasonable
attorneys' fees), judgments and liability asserted against Client by a
third party, which arises out of the negligence, gross negligence or
willful misconduct of Meritage in the performance or non-performance of
this Agreement. Client must provide written notification of the claim
for indemnity that has been asserted, so that Meritage may evaluate
allegations and validity of the claim arising solely as a result of
Meritage's actions.
Client agrees to indemnify, defend and hold Meritage harmless from all
claims, demands, costs, fees (including reasonable attorneys' fees),
judgments and liability asserted against Meritage by a third party,
which arise out of the negligence, gross negligence or willful
misconduct of Client in the performance or non-performance of this
Agreement.
10. NOTICES
(i). Notices to Client should be
sent to: President
Copy to: General Counsel
Fitzgeralds Gaming Corporation
000 Xxxxxxx Xxxxxx
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Xxx Xxxxx, Xxxxxx 00000
General Manager
Fitzgeralds Reno, Inc
X.X. Xxx 00000
Xxxx, Xxxxxx 00000
General Manager
Fitzgeralds Las Vegas, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
General Manager
Fitzgeralds Mississippi, Inc.
000 Xxxxx Xxxx
Xxxxxxxxxxxxx, Xxxxxxxxxxx 00000
General Manager
000 Xxxx Xxxxxx LLC
000 Xxxxxxx Xxxxxx
X.X. Xxx X
Xxxxx Xxxx, Xxxxxxxx 00000
(ii). Notices to Meritage
should be sent to: Xxxxxxxx Xxxxxx
Meritage Employer Services
000 Xxxx Xxxxxx Xxxxxx Xxxxx 0000
Xxxx, Xxxxxx 00000
All notices or requests required by or otherwise provided for in this
Agreement shall be in writing and shall be delivered in one of the
following manners: (1) hand delivered; (2) facsimile; or (3) U.S. first
class mail, certified, postage prepaid. Any such notice is effectively
given upon the date of hand delivery, one (1) business day after the
date of a completed facsimile transmission, or three (3) business days
after the date of a mailing. Any notice mailed to Client shall be deemed
effective notice by Meritage to each Employee.
11. SUCCESSORS. This Agreement shall be binding upon and shall inure to the
benefit of all assigns, transferees, and successors in interest of any
kind of the parties hereto. Meritage agrees that this Agreement may be
assigned by Client to any liquidating trust or similar entity formed to
effect the Client's liquidation, and hereby consents and agrees not to
object to any assumption and assignment of this Agreement to such
entity.
12. ENTIRE AGREEMENT AND MODIFICATION OR AMENDMENT. This Agreement, together
with the Claims Processing and Managed Care Services Contract, the
Liability Claims Investigation, Adjustment and Management Agreement, the
Workers Compensation Service Agreement, and the Consulting Contract
(this Agreement and such agreements, collectively, the "Risk Management
Contracts"), represent the entire and exclusive statement of the
agreement of the
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parties, and, except as otherwise provided herein, may be modified or
amended only by a written statement signed by both parties.
13. HEADINGS. Headings used in this Agreement are for convenience of
reference only and shall not be considered in any interpretation of this
Agreement.
14. GOVERNING LAWS. This Agreement is made and delivered in the State of
Nevada, and will be interpreted and enforced so as to remain in
compliance with the laws and regulations of the State of Nevada. Should
any provision of this Agreement in any way contravene the laws of the
State of Nevada or of the United States of America, such provision shall
not be deemed a part of the Agreement. However, the Agreement shall
otherwise be enforceable.
15. ENFORCEMENT OF THE AGREEMENT. Failure of either party to enforce any of
the provisions of this Agreement shall not constitute a waiver of rights
for that or subsequent breaches.
16. SUBCONTRACTS. Subject to the Client's consent, Meritage may subcontract
any or all of its obligations hereunder to a third party. No such
subcontract shall relieve Meritage of its obligations to Client under
this Agreement.
17. INDEPENDENT CONTRACTOR. Meritage agrees that in performing all services
hereunder, it or its designee is acting as an independent contractor,
and not as an employee of Client.
18. BANKRUPTCY COURT APPROVAL. Meritage acknowledges and understands that
the Client commenced cases under Chapter 11 of the United States
Bankruptcy Code on December 5, 2000 and that such proceedings are still
pending. Meritage further acknowledges and understands that this
Agreement shall not be effective unless and until approved by the
Bankruptcy Court.
19. REGULATORY REQUIREMENTS. Meritage acknowledges and agrees that Client is
subject to the licensing and regulatory control of the Nevada Gaming
Control Board and various other state, county and city gaming regulatory
enforcement agencies (collectively the "Gaming Authorities"). Said
Gaming Authorities may request or require the Client to obtain and
report certain information regarding Meritage and its principals. To the
extent so required, Meritage agrees to fully and promptly cooperate and
comply with such request for information, as authorized by the Client.
20. DISPUTES. If a dispute or grievance between the parties arises with
respect to the obligations of the parties under this Agreement or as a
result of this Agreement, and such dispute or grievance cannot be
resolved in an informal fashion, the parties hereby agree that all
disputes arising out of or related to this Agreement shall be subject to
the exclusive jurisdiction of the United States Bankruptcy Court for the
District of Nevada, and each hereby waives trial by jury and any
assertion that such dispute is a non-core matter.
21. ACCOUNTING, BANKING AND FINANCIAL DUTIES. Any books and records of
Client maintained according to NRS 683A.0873 by Meritage, shall be made
available to Client at those times as may be mutually agreed to by the
parties. Client shall bear all costs and expenses related to the
production and shipment of such documentation to Client. Client shall
have the right to audit Meritage's books and records relating to Client
during regular business hours during the course of this Agreement and
for a six-year period thereafter. Such audit must be done upon
reasonable advance written notice to Meritage and at the expense of
Client.
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Meritage shall make available to the Nevada Insurance Commissioner for
examination, audit and inspection all records of Client to the extent
and in the manner that Meritage is required to do so by applicable
Nevada law.
22. DEPOSIT. Upon execution of this Agreement and prior to the effective
date of services being rendered, the Client shall pay a deposit, in
advance, in the amount of $34,000.
23. RATE OF PAYMENT FOR SERVICES. Client agrees to pay Meritage for
contracted annual fees prorated monthly, and due on the first day of the
month for services rendered that month as set forth in Exhibit A for
annualized Standard Service Levels of three hundred fifty (350) Medical
Only Claims, and fifty (50) Indemnity Claims, subject to a three percent
(3%) annual increase on each anniversary of this Agreement.
Exhibit A provides the per claim fee to be charged if the number of
claims exceeds three hundred fifty (350) Medical Only Claims or fifty
(50) Indemnity Claims over the next twelve (12) months. If the number of
Medical Only Claims is less than three hundred fifty (350) claims and
the number of Indemnity Claims is less than fifty (50), and the
Agreement continues for twelve (12) months, Meritage will remit any
overpayment back to the Client at the rate of $75 per Medical Only Claim
and $500 per Indemnity Claim. Client shall have general rights of offset
and recoupment with respect to all amounts payable under this Agreement
and the other Risk Management Contracts.
To the extent that reimbursement is being sought for approved
out-of-pocket expenses, receipts will accompany all invoices submitted
to the Client for reimbursement. The Client shall remit payment within
fifteen (15) days of receipt of invoice. This rate is confidential and
provided for the Client exclusively. Fees will be billed monthly as
reflected in Standard Service Level Contracted Rates in Exhibit A-2 and
are payable fifteen (15) days from the receipt of the invoice for
services rendered.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement set
forth on the date hereinabove.
FITZGERALDS GAMING CORPORATION MERITAGE EMPLOYER SERVICES, LLC
/s/ XXXXXX X. XXXXXXXX /s/ XXXXXXXX XXXXXX
---------------------------------- ------------------------------------
Xxxxxx X. Xxxxxxxx Xxxxxxxx Xxxxxx
President and CEO President
FITZGERALDS RENO, INC. FITZGERALDS LAS VEGAS, INC.
/s/ MAX L. PAGE /s/ XXXXXXX XXXXXX
---------------------------------- ------------------------------------
Max L. Page Xxxxxxx Xxxxxx
Exec. Vice President and Vice President and General Manager
General Manager
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FITZGERALDS MISSISSIPPI, INC. 000 XXXX XXXXXX, LLC
/s/ XXXXXXX XXXXXXXX /s/ XXX XXXXXXX
---------------------------------- ------------------------------------
Xxxxxxx Xxxxxxxx Xxx Xxxxxxx
Vice President and General Manager Vice President and General Manager
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EXHIBIT A
COMPENSATION SCHEDULE
1. Claims Management Cost Containment and Reporting:
Contracted Rates:
An annual Claims administration fee of $40,798, payable in twelve (12)
monthly installments of $3,400.
Workers Compensation
Med Only Claims Indemnity
@ $59.28 @ $400 Monthly Annual
Black Hawk 25 1,482 124 1,482
Las Vegas 180 10,670 30 12030 1892 22,700
Reno 115 6,817 20 8020 1236 14,837
Tunica 28 1,660 138 1,660
Corporate 2 119 10 119
------------------------------------------------------------------------------
Totals 350 $20,748 $20,050 $3,400 $40,798
=== ======= ======= ====== =======
If claims volume exceeds 50 new Indemnity Claims (Nevada), additional
Indemnity Claims will be charged at a rate of $ 500 per claim for claims
administration services, and $75/hour for telephonic medical case
management services.
If the claims volume exceeds 350 new Medical Claims, additional Medical
Claims will be charged at a rate of $ 75 per claim for claims
administration services.
2. Reporting:
Furnish to Client the following reports on a monthly Basis for no
additional fee:
Weekly: Check Register, Cost Containment
Monthly: Claim Cost Detail, Claim Summary by Year
Furnish to Client the following reports on an annual and biannual basis
for no additional fee:
Complete and file all required state reports.
3. Additional Reports: Provide custom reports at the request of client for
a flat fee as mutually agreed upon by the Client and Meritage.
4. Additional Meetings:
Participate in and attend claims status meetings. Hourly charges for
additional meetings are:
Fees quoted in Proposal include 12 meetings per year
Adjuster $ per hour
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Nurse $ 125 per hour
Management $ per hour
Mediation or Trials $ per hour
Mileage $.35 per mile
Other Expenses Expenses as actual
5. Additional Services: Data conversions at cost not to exceed $150.00 per
hour. Provide and xxxx for additional services as mutually agreed upon
by Meritage and the Client.
6. Taxes:
All applicable sales tax, service, and/or use or receipts taxes shall be
the responsibility of Client and shall be in addition to the fees
described in this Addendum.
7. Administration Fee Payment Requirements:
One month Contracted Standard Service Level claims expense is payable in
advance of the effective date of this contract.
Alternative A:
Client agrees to allow Meritage to transfer the amount invoiced from
Client's designated bank account through Electronic Funds Transfer
("EFT") seven (7) days following the date of invoice. Client agrees to
pay any fees imposed by Client's bank for the use of EFT.
Alternative B:
Upon receipt, Client agrees to pay the amount invoiced by check or wire
transfer. Client agrees to pay any fees imposed by Client's bank for the
use of wire transfer.
8. Claims Expense Fund Requirements:
Client Account: Client shall establish and maintain a funded bank
account, based on historical claims costs, not to exceed one month's
historical costs, or a minimum deposit of $10,000 to cover one month's
claims payments. Client authorizes Meritage to make payments from this
account. Meritage shall issue any and all payments made on behalf of
client under this agreement, from this account. Meritage will forward a
weekly check register, listing all payments drawn on their account.
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EXAMPLE 1
The Agreement with the Client continues for 12 months based on the contractual
agreed Rates and number of Medical Only and Indemnity cases results in the
following incurred by Meritage on behalf of the Client:
WORKERS COMPENSATION Indemnity
Med Only Claims @ $75 @ $500 Monthly Annual
--------------------------- --------- ------- ------
Black Hawk 25 1,875 156 1,875
Las Vegas 100 7,500 20 10000 1458 17,500
Reno 75 5,625 20 10000 1302 15,625
Tunica 28 2,100 175 2,100
Corporate 2 150 13 150
--------------------------------------------------------------------
TOTALS 230 $17,250 40 $20,000 $3,104 $37,250
------------------------------------------------------------------------------------------------------
Meritage remits ($3,548) to Client. Client may choose to have next period fees
offset by the amount due from Meritage.
EXAMPLE 2
The Agreement with the Client continues for 8 months and is terminated upon the
sale of the assets of the Client with the following incurred by Meritage on
behalf of the Client:
THE CONTRACT BILLING FOR $27,200 WOULD INCLUDE PAYMENT FOR 8 MONTHS FEES PAID,
THERE WOULD BE A $1,200 OVERPAID BY THE CLIENT.
WORKERS COMPENSATION Indemnity
Med Only Claims @ $75 @ $500 Monthly Annual
--------------------------- --------- ------- ------
Black Hawk 25 1,875 156 1,875
Las Vegas 75 5,625 15 7500 1094 13,125
Reno 50 3,750 10 5000 729 8,750
Tunica 28 2,100 175 2,100
Corporate 2 150 13 150
--------------------------------------------------------------------
TOTALS 180 $13,500 25 $12,500 $2,167 $26,000
------------------------------------------------------------------------------------------------------
There would be no adjustment to the monthly fee paid since the agreement was
terminated prior to twelve months.
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