Exhibit 10.64
GUARANTOR AGREEMENT
HMO MISSOURI, INC.
and
BLUE CROSS AND BLUE SHIELD OF MISSOURI
This Agreement is made and entered into as of this 30th day
of July, 1987, by and between HMO Missouri, Inc., a
corporation organized under the laws of the State of
Missouri (hereinafter referred to as "HMO") and Blue Cross
and Blue Shield of Missouri (hereinafter referred to as
"BCBSMo"), a corporation organized and existing under the
laws of the State of Missouri.
WHEREAS, HMO is desirous of operating a health
maintenance organization to arrange and pay for the
provision of medical and hospital services; and
WHEREAS, HMO intends to enter into agreement with groups
and individuals to arrange for the provision of medical
and hospital services to Subscribers and their Dependents
and with providers to deliver these services; and
WHEREAS , BCBSMo is desirous of assisting in the development
of HMO by entering into a grantor agreement which will
protect Subscribers and their Dependents in the event of
insolvency so as to constitute an insolvency protection
plan.
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises and benefits hereinafter described, the
parties hereto agree as follows:
1. Definitions
A. "Group" means a business, association or other
such organization which offers the medical and
hospital services arranged by HMO as a health
benefits plan for its employees or members.
B. "Subscriber" means a person (1) who is a member
or employee of a Group and who meets the
eligibility requirements of, and has been
enrolled ~n accordance with a medical and hospital
service agreement between HMO and Group or (2)
who is a party to a non-group medical and hospital
service agreement with HMO.
C. "Dependent" means any member of a Subscriber's
family who meets the applicable eligibility
requirements of, and has been enrolled in
accordance with a group or non-group medical and
hospital service agreement as applicable.
D. "Member" means a Subscriber or Dependent.
E. "Insolvency" means wither (1) or (2) below:
(1) determination by the appropriate state
department that HMO is
no longer financially responsible and is unable
to meet its obligations, or
2) the inability of any Member to receive treatment or
benefits under the HMO's Group or Non-Group medical and
hospital service agreements as a result of the financial
inability of HMO to meet its obligations under such
member agreements and/or any agreements with health care
providers.
2. Obligations of BCBSMo
In the event of HMO's insolvency, BCBSMo agrees:
A. To pay all expenses and claims incurred by HMO prior
to insolvency, and all expenses and claims incurred by HMO
subsequent to insolvency pursuant to its obligations under
its agreements with Groups and Subscribers, until the end
of the contract period for which payment has been made in
accordance with such agreement (subject to the
limitations of Section II. B.). Such expenses and
claims shall include, but not limited to, all hospital
charges (subject to the limitations of Section II. B.)
and any other fee-for-service xxxx(s) for services and/or
benefits for which HMO is liable, capitation payments to
health care providers who have contracted with HMO, and
payments to health care providers not under contract with
HMO for covered services rendered to a Member.
B. To pay all expenses and claims associated with the
continuation of benefits and services under the agreements
with Group and Subscribers or Members who are confined on
the date of Insolvency in an inpatient facility up to
Member's discharge or the transfer of Member to another
health plan providing substantially equivalent benefits,
whichever first occurs.
3 Obligations of HMO
In consideration for the obligations of BCBSMo set
forth in this Agreement, HMO agrees to proceed with its
application to the Missouri Division of Insurance to
become and remain a Licensed prepaid health care
delivery plan under the State of Missouri.
4. Miscellaneous
A. This Agreement shall become effective on the
date HMO receives a certificate of authority to
operate a health maintenance organization in the
State of Missouri and shall continue thereafter
until mutually rescinded by the parties; provided,
however, that such recision shall not be effective
until thirty (30) days after notice has been
given to the Missouri Division of Insurance.
B. Any notice required to be given pursuant to the
terms and provisions hereof shall be in writing
and shall be sent by certified mail, return
receipt required, postage prepaid, to HMO at:
Blue Cross and Blue Shield of Missouri
0000 Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000-0000
and to BCBSMo at:
000 Xxxxx Xxxx
X.X. Xxx 0000
Blue Xxxx, Pennsylvania 9422
C. This Agreement constitutes the entire understanding
between the parties hereto, and no changes,
amendments or alterations shall be effective unless
agreed to in writing by all parties to this Agreement.
D. This Agreement, intending to secure the services of
BCBSMo, shall not be assigned, sublet or transferred by
BCBSMo without the written consent of HMO.
The invalidity of unenforceability of any terms or
provisions hereof shall in no way affect the validity or
enforceability or any other term or provision.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and year first above written.
HMO MISSOURI, INC. (HMO)
By: /s/ Xxxxxxx Xxxxxx
Title: Chief Executive Officer
Date: July 30, 0000
XXXX XXXXX XXX XXXX XXXXXX XX XXXXXXXX (BCBSMo)
By: /s/ Xxx Xxxxxxxxxx
Title: President and Chief Executive Officer
Date: July 30, 1987
