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EXHIBIT 10.18
MPOWER SOLUTIONS, INC.
CONTRACTOR AGREEMENT
THIS CONTRACTOR AGREEMENT (the "Agreement"), effective April 27, 1999 (the
"Effective Date"), is made and entered into by and between MPOWER SOLUTIONS,
INC., a Delaware corporation with its principal place of business located at
0000 X. Xxxxxxx'x Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 ("MPOWER")
and PROVIDER SERVICES, INC., a Washington corporation with its principal place
of business located at 000 Xxxxx 000xx Xxxxxx, Xxxxx 000, Xxxxxxx Xxx,
Xxxxxxxxxx 00000 ("PSI") hereinafter referred to as "CONTRACTOR". This Agreement
sets forth the promises of the parties with respect to the products and services
of MPOWER and CONTRACTOR, which axe described herein, with reference to the
following facts:
WHEREAS, CONTRACTOR is in the business of providing third-party administrative
services of medical insurance programs to businesses providing managed health
care and insurance services and desires to provide such services under
subcontract to Customer(s) of MPOWER;
WHEREAS, MPOWER is in the business of providing automated managed health care
information software and services, and desires to collectively provide such
software and services in conjunction with those of CONTRACTOR to Customer(s) of
MPOWER, subject to the terms hereof; and
WHEREAS, MPOWER has been retained to provide third-party administrative services
to Customer in connection with Customer's contracts to provide medical
transportation services to various managed care health plans in a multi-state
region, in accordance with the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises made, the terms and
conditions hereunder described and other valuable consideration, the parties
agree as follows:
I. DEFINITIONS
1. Customer, AMERICAN MEDICAL PATHWAYS, a subsidiary of American Medical
Response, Inc. a Delaware corporation with its principal place of business
located at 0000 Xxxxx Xxxxxx Xxxx, Xxxxxx, XX 00000 shall be hereinafter
referred to as "Customer".
2. Master Agreement means the agreement between MPOWER and Customer under,
which are pursuant, the products and services set forth in this Agreement.
3. Contracted Health Plan means a health maintenance organization or health
plan with which Customer has contracted to provide medical transportation
services.
4. Administrative Manual means a manual of the policies and procedures of a
Contracted Health Plan that will be jointly developed and followed by
Customer and the Contracted Health Plan with respect to administration of
the applicable Health Plan Agreement. The Administrative Manual(s) are
hereby incorporated by reference into this Agreement.
5. Health Plan Agreement means the contract between Customer and a Contracted
Health Plan pursuant to which Customer provides medical transportation
services to Members of a Contracted Health Plan.
6. Medical Necessity means services that are covered as basic covered benefits
under the applicable Membership Agreement and are appropriate and necessary
for the symptoms or treatment of a medical condition. Whether a covered
service is Medically Necessary shall be determined based on criteria set
forth in the applicable Administrative Manual.
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7. Member means an individual and his or her dependents who are entitled to
receive health care services from a Contracted Health Plan pursuant to that
individual's Membership Agreement.
8. Membership Agreement means the agreement between a Contracted Health Plan
and an individual or group pursuant to which a Member receives, among other
things, medical transportation services.
II. RESPONSIBILITIES OF MPOWER AND CONTRACTOR
1. SERVICES TO BE PROVIDED.
A. SERVICES. CONTRACTOR shall provide (i) claims processing services in
connection with the medical transportation services provided by
Customer pursuant to its Health Plan Agreements; (ii) medical review
services associated with such claims processing; (iii) receipt of
inquiries concerning eligibility, benefits, and claims status; and
(iv) related reports required to be provided by Customer pursuant to
its Health Plan Agreements. MPOWER shall also provide CONTRACTOR
promptly with all necessary information from Health Plan Agreements
and Member Agreements and requirements from the applicable
Administrative Manual for CONTRACTOR to perform its obligations under
this Agreement. The key assumptions used m establish services to be
provided by CONTRACTOR and compensation hereunder are more
particularly described on Exhibit A, attached hereto and made a part
of this Agreement.
B. CLAIMS PROCESSING. CONTRACTOR shall promptly process all claims in
accordance with the terms of the applicable Membership Agreement,
Health Plan Agreement, and Administrative Manual, which process shall
include, without limitation, the following:
1. Receive and date stamp all claims, indicating the date of
receipt of each clam.
2. Verify Member eligibility.
3. Determine the Medical Necessity of medical transportation
services in accordance with the Medical Necessity standards set
forth in the applicable Administrative Manual. Any claim that
would be denied on the basis of Medical Necessity shall be
referred to the Contracted Health Plan prior to denial. Except
as otherwise provided in the applicable Administrative Manual,
(a) the Contracted Health Plan, or its designee, shall be sorely
responsible for notifying the Member of the denial of any claim;
and (b) CONTRACTOR shall not contact the Member with respect to
any denial of claims. If the Contracted Health Plan approves the
claim, it shall notify CONTRACTOR of the approval, and
CONTRACTOR shall promptly pay the claim. Notwithstanding the
foregoing, if Customer's referral authorization is included in
the claims submission, then the Medical Necessity of the claims
will be deemed to be determined, and further review will not be
required.
4. Deny claims that are not covered benefits for reasons other than
Medical Necessity and notify the Contracted Health Plan, as
required, of the Member's right to appeal such denial in
accordance with the Contracted Health Plan's appeal process.
5. Calculate and promptly pay to the appropriate transportation or
other network provider the amount to be paid as covered benefits
in accordance with the applicable network provider agreement and
Membership Agreement. Unless a claim is disputed, CONTRACTOR
shall make payment on the claim within the time frame required
by applicable state or federal law or regulation or such other
period of time as set forth in the applicable Administrative
Manual and Membership Agreement.
6. Calculate and notify provider via statement of remittance for
Member liability only as provided in the Health Plan Agreements.
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7. The specific time limits for performing the functions set forth
in this Section II.1.B shall be specified in the applicable
Administrative Manual.
2. IMPLEMENTATION. MPOWER shall take all actions necessary to establish all
administrative and other connections and arrangements necessary for the
transfer of data, including, without limitation, the establishment and
maintenance of electronic data interface or electronic data transfer
capabilities for the electronic transfer of encounter and other data related
to claims processing in a timely manner. CONTRACTOR and MPOWER shall agree
on an implementation project plan and schedule, which shall be set forth on
Exhibit B, attached to this Agreement and made a part hereof. CONTRACTOR
agrees that it will be ready for implementation of this Agreement in
connection with the first Health Plan Agreement that it will be providing
services hereunder by [*].
In the event Customer enters into Health Plan Agreements with additional
Contracted Health Plans, CONTRACTOR shall cooperate diligently with MPOWER
to implement services in connection with such Health Plan Agreements. In
consideration for such implementation, MPOWER shall pay CONTRACTOR for
CONTRACTOR'S costs for such implementation based on mutually agreed upon
work orders. One half of the estimated amount of such costs shall be paid to
CONTRACTOR prior to commencement of such implementation and the balance
shall be paid upon successful completion of implementation.
3. QUALIFICATIONS AND SERVICE LEVEL REQUIREMENTS. Consistent, high quality
service to Customer, policyholders, Contracted Health Plans, and providers
is an essential requirement. CONTRACTOR will meet the following
qualifications and service level commitments.
A. CONTRACTOR shall remain in compliance with all applicable local, state,
and federal laws, rules and regulations relating to the services
provided by CONTRACTOR hereunder, including without limitation,
fulfillment of third party administrator financial obligations
pertaining to payment of penalties for late claims, interest, or other
penalties, as well as any claim reserves or other funding requirements.
B. CONTRACTOR will maintain compliance with all Customer requirements
pertaining to claims processing procedures, including without
limitation, those requirements set forth in the Administrative Manual.
The parties will establish procedures regarding handling and
disbursement of funds as part of the implementation process.
C. CONTRACTOR shall meet or exceed the performance standards set forth
herein relating to claims processing, including but not limited to
claims turnaround time, payment accuracy, and reporting.
D. CONTRACTOR will establish and maintain throughout the life of this
Agreement a dedicated staff of personnel responsible for servicing
Customer's individual business.
E. MPOWER will maintain backup tapes of all programs, data, and/or any
other information used in the administration of claims.
F. MPOWER represents and warrants that all hardware/software required to
perform MPOWER'S obligations hereunder is Year 2000 compatible and that
the information and services to he provided by MPOWER will not be
impaired, disrupted, or interrupted, in whole or in part, by
deficiencies or inaccuracies related to the processing and display of
date/time data (including, but not limited to, century recognition,
calculations that accommodate the same century and multi-century
formulas and date values, and interface values that reflect the century)
from, into, and between the 20th and 21st centuries, and the years 1999
and 2000, and leap year calculations. In the event that Customer becomes
aware that MPOWER(R) has not processed data containing any dates
correctly, Customer shall immediately notify MPOWER of this fact, and
MPOWER agrees to correct or replace MPOWER(R) to eliminate the problem.
4. PERFORMANCE STANDARDS AND ASSOCIATED FINANCIAL PENALTIES.
* Confidential Treatment Requested
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A. CONTRACTOR shall meet the following performance goals in connection with the
following performance standards:
1. Claims Processing Accuracy. Not less than [*] percent ([*]%) of the
claims submitted to CONTRACTOR will be accurately adjudicated in
accordance with the applicable Administrative Manual and the applicable
Membership Agreement. The performance assessment for claims adjudication
accuracy shall be based on audits performed by Customer.
2. Timing of Claims Payments. Not less than [*] percent ([*]%) of
all claims shall be processed within thirty (30) calendar days of
receipt.
3. Accuracy of Claims Payments. Not less than [*] percent ([*]%) of the
claims submitted to CONTRACTOR shall be priced in accordance with
Customer's instructions regarding pricing.
4. Written inquiry response time. Not less than [*] percent ([*]%) of
Member's written questions regarding medical transportation services
will be responded to within five (5) working days after receipt of such
inquiry. Not less than [*] percent ([*]%) of Member's written requests
regarding medical transportation services will be responded to within
seven (7) working days of receipt of such inquiry. CONTRACTOR shall
report all written inquiries to Customer on a monthly basis in a format
mutually acceptable to the parties and to the Contracted Health Plans.
In addition, CONTRACTOR shall report all phone and written complaints
and grievances to Customer within two (2) business days of receipt.
5. Telephone inquiry response time. Not less than [*] percent ([*]%) of all
incoming phone calls shall be responded to within a time not to exceed
twenty (20) seconds. No telephone inquiries during normal business hours
from Members will be blocked due to CONTRACTOR'S failure to maintain its
system.
6. Abandoned Call Rate. CONTRACTOR'S abandoned call rate shall not exceed
[*] percent ([*]%) on not less than [*] percent ([*]%) of business days.
B. The parties acknowledge that Customer may be subject to penalties for
failure to meet each performance goals set forth above at least [*] percent
([*]%) of the time during each calendar quarter. In connection with the
assessment of CONTRACTOR'S performance of these goals, CONTRACTOR may be
audited by Customer, by a Contracted Health Plan, or by an independent
auditor on behalf of Customer and/or a Contracted Health Plan. CONTRACTOR
shall be responsible for, and shall reimburse Customer for, penalties
incurred by Customer due to failure to meet each performance goals set forth
above [*] percent ([*]%) of the time during each calendar quarter. Such
penalties shall be paid by CONTRACTOR to MPOWER within twenty (20) days
after notification by Customer of the amount of such penalty(ies). Penalties
for specific Contracted Health Plans are more fully described in Exhibit A
hereof and subsequent exhibits addressing scope of services for each
Contracted Health Plan.
5. REPORTING.
A. CONTRACTOR shall accurately measure and report service levels to
Customer. CONTRACTOR shall provide to Customer (or directly to the
Contracted Health Plans, if so directed by Customer) reports containing
information required by Customer and the applicable Contracted Health
Plan, in accordance with the applicable Administrative Manual. Such
reports must be sent via magnetic tape, electronic transmission, or
diskette (or hard copy, if requested by a Contracted Health Plan) in a
standard format established by Customer and the Contracted Health Plans,
for each encounter that Member receives during the previous month. Such
information
* Confidential Treatment Requested
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shall be complete and accurate and shall be provided to Customer (or to
a Contracted Health Plan directly, if so directed by Customer) by the
fifteenth (15th) day of the month, or if the fifteenth (15th) day falls
on a weekend or a holiday, as of the next business day thereafter. Such
encounter data reporting shall be segregated by Contracted Health Plan.
CONTRACTOR shall promptly provide Customer (or the Contracted Health
Plan, as appropriate) with all corrections and revisions of such
encounter data. Encounter data shall include, at a minimum, those data
elements identified on the HCFA 1500, or its successor form.
B. CONTRACTOR shall provide to Customer reports related to the performance
of each standard set forth in Paragraph II.4.A above in the format
identified in the applicable Administrative Manual. Such reports shall
be provided on a monthly or quarterly basis, as determined by Customer
and the applicable Contracted Health Plan, and shall be segregated by
Contracted Health Plan.
C. Upon request, CONTRACTOR shall provide to Customer, or shall assist
Customer to prepare, quality reports in a format identified in the
applicable Administrative Manual. Such reports shall be prepared at
least quarterly and shall be segregated by Contacted Health Plan.
6. AUDITS. Customer and the Contracted Health Plans shall have the right to
audit CONTRACTOR at any time in connection with CONTRACTOR'S performance
pursuant to the Agreement. CONTRACTOR will provide MPOWER, Customer and the
Contracted Health Plans, or their designees, with access at any time to all
of CONTRACTOR'S books, records, and systems prepared, maintained, and
utilized in connection with the performance of CONTRACTOR'S obligations
pursuant to the Agreement. Customer and the Contracted Health Plans, or
their designees, shall have access to CONTRACTOR'S personnel during normal
business hours, and such personnel shall cooperate fully with Customer and
the Contracted Health Plans or their designees in the performance of such
audits. Customer shall have the right to copy any and all books and records
associated with CONTRACTOR'S services provided to Customer hereunder.
7. KEY PERSONNEL. CONTRACTOR will identify and commit key personnel to the
implementation and management of services to be provided under this
Agreement. Any staffing changes involving key personnel will be discussed in
advance between CONTRACTOR and MPOWER.
8. CONFIDENTIALITY. CONTRACTOR shall maintain the confidentiality of all
Customer and Contracted Health Plan data, including, but not limited to,
contracts, provider information, strategic objectives, enrollment, financial
information, etc. Except as described below, CONTRACTOR shall not disclose
the details of Customer's or any Contracted Health Plan program experience,
including such information as price, claims history, profit/loss, etc., to
any third party. Except as described below, CONTRACTOR shall maintain the
confidentiality of all Customer and Contracted Health Plan policyholder
data, including any medical records information, operative reports, fee
schedule information, and the like.
CONTRACTOR shall disclose information described in this Section only: (a) in
response to a court order; (b). for an examination conducted by the
applicable Office of the Insurance Commissioner; (c) for an audit or
investigation conducted under the Employee Retirement Income Security Act of
1974 (29 U.S.C. 1001, et seq.); (d) to or at the request of Customer; or
(e), with respect to individual patient information, with the written
consent of the insured or certificate holder (or a designated legal
representative) to which the information applies.
MPOWER AND CONTRACTOR mutually covenant to keep confidential any proprietary
or confidential information of the other party, and to implement safeguards
designed to prevent disclosure of any proprietary or confidential
information of either party to a third party without the express written
consent of the other party. Such information shall include internal business
practices, business records, trade secrets, contracts, the terms of this
Agreement, or business methods, in any form whatsoever. Upon request, the
party receiving such information shall either return or destroy confidential
information, as directed by the disclosing party.
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9. TRAINING. MPOWER shall arrange Customer training to CONTRACTOR'S staff
regarding (a) pertinent portions of the applicable Membership Agreements,
including without limitation covered benefits for medical transportation
services, (b) applicable portions of the Administrative Manuals pertaining
to CONTRACTOR'S obligations hereunder; and (c) any special processes,
procedures, or benefits applicable to a specific Contracted Health Plan that
are necessary in order for CONTRACTOR to satisfy its obligations under this
Agreement. CONTRACTOR shall make available staff members designated as key
contacts for all administrators and Contracted Health Plans to attend
sessions conducted by or arranged by MPOWER or Customer for product
training, provider issues resolution or training, and to help build
effective working relationships among administrators and Contracted Health
Plans.
III. PRICE AND PAYMENT
1. PRICE. The fees for the services of CONTRACTOR pursuant to this Agreement
are identified on Exhibit A. These fees cover those services provided by
Contractor pursuant to this Agreement and are based on the key assumptions
identified on Exhibit A, as well as the cost of toll-free telephone lines
and supplies. In the event of the addition of new Contracted Health Plans,
the encounter pricing set forth on Exhibit A shall remain applicable to
services provided in connection with such new Contracted Health Plans,
except that if the requirements for such services are materially greater or
less than the assumptions set forth on Exhibit A, the per encounter charge
may be changed accordingly upon mutual agreement of the parties.
Notwithstanding the foregoing, the parties acknowledge that the price set
forth in Exhibit A is not contingent upon the continuation of any specific
Health Plan Agreement between Customer and a Contracted Health Plan.
2. PAYMENT. On or before the fifth (5th) day of each month, CONTRACTOR shall
provide MPOWER with a report of the aggregate number of encounters processed
by CONTRACTOR during the previous mouth. MPOWER will xxxx the Customer the
applicable tiered encounter fee for such encounters on or before the
fifteenth (15th) day of each month. Customer will pay MPOWER the applicable
tiered encounter fee for such encounters on or before the last day of the
month during which such report was received by Customer. MPOWER will, in
turn, remit the applicable tiered encounter fee to CONTRACTOR within two (2)
working days of receipt from Customer. MPOWER'S obligation to pay CONTRACTOR
hereunder shall be subject to Customer's fight to audit CONTRACTOR'S books
and records to verify encounters processed by CONTRACTOR in connection with
this Agreement. Customer shall be entitled to offset and withhold from
MPOWER, and subsequently MPOWER shall be entitled to offset and withhold
from CONTRACTOR, any amounts due Customer for penalties or otherwise.
3. CHARGES. MPOWER agrees that CONTRACTOR shall have the right to charge
interest of one and one-half percent (1.5%) of the outstanding balance per
month, or the highest amount allowed by law, whichever is less, on any and
all late payments (except to the extent that such amounts are reasonably
disputed by Customer), and Customer agrees to pay such charges. All prices
mentioned in this Agreement are in U.S. Dollars. The parties agree that the
prices set out in this Agreement do not include any sales, use or gross
receipts taxes, any duties, any similar assessments, or any other tax
imposed on any party by virtue of this Agreement, all of which, excluding
only taxes based on MPOWER'S or CONTRACTOR'S income, shall be the sole
liability of, and shall be paid solely by, Customer.
IV. INDEMNIFICATION
1. MPOWER asserts that Customer agrees to defend, indemnify, and hold harmless
CONTRACTOR, as agent of MPOWER, and its parent and subsidiaries, and theft
officers, directors, agents, and employees, from and against any claim,
expenses (including reasonable attorney fees and litigation costs), losses,
lawsuits, damages, frees, penalties, or other liability to any third party,
including participating providers, nonparticipating providers, and
Customer's insureds, arising out of or related to any negligent, wrongful,
or unauthorized act or omission of Customer or act or omission of MPOWER or
CONTRACTOR expressly required by Customer. CONTRACTOR acknowledges its
responsibility to notify MPOWER if
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CONTRACTOR has knowledge that direction provided by MPOWER or Customer is
negligent, wrongful, or unauthorized.
2. MPOWER agrees to defend, indemnify, and hold harmless CONTRACTOR, and its
parent and subsidiaries, and their officers, directors, agents, and
employees, from and against any claim, expenses (including reasonable
attorney fees and litigation costs), losses, lawsuits, damages, fines,
penalties, or other liability to any third party, including participating
providers, nonparticipating providers, and Customer's insureds, arising out
of or related to any negligent, wrongful, or unauthorized act or omission of
MPOWER or act or omission of MPOWER or CONTRACTOR expressly required by
Customer.
3. CONTRACTOR agrees to defend, indemnify, and hold harmless MPOWER, Customer,
the Contracted Health Plans, their parents and subsidiaries, and their
officers, directors, agents, and employees, from and against any claim,
expenses (including reasonable attorney fees and litigation costs), losses,
lawsuits, damages, flues, penalties, or other liability to any third party,
arising out of or related to any negligent, wrongful, or unauthorized act or
omission of CONTRACTOR. MPOWER acknowledges its responsibility to notify
CONTRACTOR if MPOWER has knowledge that any action on the part of CONTRACTOR
is negligent, wrongful, or unauthorized.
4. Each party (MPOWER and CONTRACTOR) will promptly notify the other if it
becomes aware of any lawsuit, insurance department complaint, or demand by
an attorney, which may affect the other. If either party is named as a
defendant in a lawsuit for any matter for which the other party is
responsible under this provision, the other party shall be responsible for
defending such matter. Responsibilities under this provision includes
liability for judgments, reasonable attorney fees, costs, penalties, and
fines.
5. Notwithstanding other provisions of this Article IV, the duty of either
party to notify the other, defend, indemnify, or hold harmless under this
Article shall not arise unless and until such claim, expense, loss, damage,
free, penalty, or other liability to any third party shall exceed $25,000.
V. DISPUTE RESOLUTION
1. NOTIFICATION AND RESOLUTION OF COMPLAINTS. CONTRACTOR shall notify MPOWER
and Customer within two (2) business days of receipt of any complaint
received from a Member, a Member's representative, a Contracted Health Plan
(if such complaint involves administrative services rendered by CONTRACTOR
pursuant to this Agreement) or a provider of medical transportation services
in connection with services rendered by CONTRACTOR hereunder. MPOWER and
CONTRACTOR agree to cooperate fully with Customer and with the applicable
Contracted Health Plan in resolving any Member or provider complaint
regarding services provided by MPOWER and CONTRACTOR in connection with this
Agreement, in accordance with the dispute resolution procedure set forth in
the applicable Membership Agreement, Administrative Manual or provider
agreements, as appropriate. In addition, MPOWER and CONTRACTOR agree to be
joined in any dispute between Customer and a Contracted Health Plan
involving administrative services rendered by MPOWER and CONTRACTOR pursuant
to this Agreement, and to cooperate fully in the resolution of such dispute
in accordance with the dispute resolution procedure set forth in the
applicable Health Plan Agreement.
2. DISPUTE BETWEEN THE PARTIES. If any dispute shall arise between the parties
in connection with this Agreement that is [unrelated to a Member, provider,
or Contracted Health Plan complaint], the parties shall make every effort to
amicably resolve the dispute pursuant to this Section V.2. The following
procedures shall be adhered to in order to expeditiously resolve any
disputes arising during the term of this Agreement.
A. The party invoking the procedures of this Section V.2 shall provide
written notice to the other party. Each party shall designate an
individual empowered to bind the organization to a negotiated resolution
of the dispute. Unless the dispute is resolved with fewer meetings,
these parties shall meet and confer at least two (2) times within
forty-five (45) days to attempt to reach such resolution. If the matter
has not been resolved informally within such forty-five (45) days (which
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period may he extended by mutual agreement), the dispute shall be
settled by binding arbitration in accordance with the provisions of
Sections B through G of this Section V.2.
B. Either party may commence arbitration by sending a written demand for
arbitration to the other party, setting forth the nature of the
controversy, the dollar amount involved, if any, and the remedies
sought, and attaching a copy of this Article V to the demand. The
parties shall attempt to agree upon either one or three (3) arbitrators,
as they jointly deem appropriate. If the parties fail to agree upon the
appropriate number of arbitrators and the identity of the arbitrator(s)
within ten (10) days after the demand for arbitration is mailed, then
the parties stipulate to arbitration before three (3) neutral
arbitrators sitting on the JAMS/Endispute ("JAMS") panel administered by
the Denver, Colorado, JAMS office. Each party shall select one such
arbitrator from the panel, and the third arbitrator shall be selected by
the first two so selected. All three arbitrators shall be neutrals, and
no arbitrator shall have a conflict of interest unless waived by both
parties.
C. The parties shall share all costs of arbitration. Each party shall be
responsible for its own legal fees.
D. The arbitrator(s) shall apply the substantive law of Colorado. The
parties shall have the rights of discovery as provided for any judicial
proceeding. The Colorado evidence code shall apply to testimony and
documents submitted to the arbitrator(s).
E. Arbitration shall take place in Denver, Colorado unless the parties
otherwise agree. As soon as reasonably practicable, the arbitrator(s)
shall conduct a hearing on the dispute or matter to be resolved. As soon
as reasonably practicable thereafter, the arbitrator(s) shall arrive at
a final decision, which shall be reduced to writing, signed by the
arbitrator(s) and mailed to each of the parties and their legal counsel.
F. All decisions of the arbitrator(s) shall be final, binding and
conclusive on the parties and shall constitute the only method of
resolving disputes or matters subject to arbitration under this
Agreement. The arbitrator(s) or a court of appropriate jurisdiction may
issue a writ of execution to enforce the arbitrator's judgment. Judgment
may be entered upon such a decision in accordance with applicable law in
any court having jurisdiction.
G. Notwithstanding the foregoing, because time is of the essence of this
Agreement, the parties specifically reserve the right to seek a judicial
temporary restraining order, preliminary injunction, or other similar
short term equitable relief, and grant the arbitrator(s) the right to
make a final determination of the parties' rights, including whether to
make permanent or dissolve such court order.
VI. TERM AND TERMINATION
1. TERM. The initial term of this Agreement shall commence on the Effective
Date hereof and shall continue for a period of five (5) years unless sooner
terminated in accordance with this Article VI. Thereafter, this Agreement
shall automatically renew for consecutive one (1) year periods.
2. TERMINATION WITHOUT CAUSE. This Agreement may be terminated without cause by
either party by providing one hundred twenty (120) days' prior written
notice to the other party.
3. TERMINATION FOR CAUSE. This Agreement may be terminated immediately upon
written notice thereof given by either party if any one of the following
occurs, but in no event shall such termination relieve either party from any
of its obligations incurred at the time of termination under this Agreement.
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A. Except as provided in Section 4.B below, either party may terminate this
Agreement upon failure of the other party to cure non-compliance with
any material provision of this Agreement within thirty (30) days after
the terminating party gives written notice of such non-compliance to the
other party, unless cure of the non-compliance cannot be reasonably
completed within thirty (30) days, in which case such cure shall be
commenced within such thirty (30) day period and diligently pursued to
completion, which completion shall occur no later than forty-five (45)
days after the initial notice of termination. Any such termination shall
be effective as of the date of expiration of the applicable cure period.
B. In the event of breach by CONTRACTOR, MPOWER may terminate this
Agreement in whole or in part (i.e., only as to specific service areas
or Contracted Health Plans).
4. IMMEDIATE TERMINATION
A. Subject to Section II.3.A hereof, this Agreement shall automatically
terminate if CONTRACTOR fails to apply for or maintain applicable
licensure as a third party administrator and/or such other licenses or
certifications required for CONTRACTOR to perform its obligations
hereunder.
B. In the event of any material adverse change in CONTRACTOR'S insurance
coverage, MPOWER may immediately terminate this Agreement.
C. In the event of termination of a Health Plan Agreement for any reason,
MPOWER may terminate this Agreement in whole or in part effective on the
date of termination of the Health Plan Agreement. MPOWER shall provide
CONTRACTOR with not less than forty-five (45) days' notice of such
termination.
D. This Agreement may be terminated if either party becomes insolvent, or
is adjudicated as bankrupt, or its business comes into possession or
control, even temporarily, if any trustee in bankruptcy, or a receiver
is appointed for it, or it makes a general assignment for the benefit of
creditors, and no interest in this Agreement shall be deemed an asset of
creditors.
5. EFFECT OF TERMINATION. Upon termination of this Agreement for any reason,
the Agreement shall be of no further force or effect, except as to the
rights and obligations of the parties arising out of transactions occurring
prior to the effective date of termination. MPOWER and CONTRACTOR shall
cooperate fully with Customer and all Contracted Health Plans to ensure a
smooth transition of administrative functions assumed by CONTRACTOR
hereunder to MPOWER or directly to another administrative services vendor.
Such cooperation shall include but not be limited to the following:
A. CONTRACTOR shall continue to pay claims incurred during the term of this
Agreement unless directed by MPOWER and Customer to transfer such
functions to Customer or directly to the new administrative services
vendor.
B. CONTRACTOR shall transfer, as soon as possible, both electronically and
on diskette, all data, records, and other information connected with
claims processing and other services provided by CONTRACTOR to MPOWER or
directly to the new administrative services vendor.
C. CONTRACTOR shall provide a final accounting of claims processed within
thirty (30) days after the end of the month in which this Agreement was
terminated.
VII. GENERAL PROVISIONS
1. SUBCONTRACTING. All services proposed by CONTRACTOR will be performed by a
combination of its own staff and designated subcontractor(s). All
subcontractors operating on behalf of CONTRACTOR will be subject to the
terms and conditions of this Agreement. MPOWER shall have the right to
approve all subcontractors prior to their contracting with CONTRACTOR.
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2. CUSTOMER SATISFACTION SURVEYS. Customer may periodically conduct "customer"
satisfaction surveys of policyholders, Contracted Health Plans, and
providers with whom Customer has contracted. CONTRACTOR agrees to record all
interactions with these parties and provide those records, including the
callers' telephone numbers, to Customer as requested. CONTRACTOR will
provide other reasonable support to Customer's customer satisfaction survey
activities as requested,
3. INSURANCE. Each party (MPOWER and CONTRACTOR) shall obtain and carry general
liability insurance, including errors and omissions coverage, in a form and
with an insurer acceptable to the other, with limits of at least $1,000,000
per occurrence and $3,000,000 in the aggregate. Within sixty (60) days of
execution of this Agreement, each party shall deliver to the other a
certificate of notice, which provides that, should either party discontinue
its errors and omissions coverage, the other will be notified of the
occurrence. In the event any such coverage is provided on a claims made
basis, such coverage shall be manufactured (or such party shall procure
equivalent tail coverage) for a period of five (5) years after the
termination hereof.
4. BUSINESS RELATIONSHIP. The business relationship of CONTRACTOR to MPOWER
hereunder is that of an agent, and not as partner, joint venture or
employee.
5. NOTICE. Any notice required or permitted hereunder shall be deemed served if
personally delivered or mailed by registered or certified mall, return
receipt requested, postage prepaid, and properly addressed to the respective
party to whom such notice relates at the address set forth below, or at such
other address as shall be specified by notice given in the manner herein
provided.
Notice to Customer: AMERICAN MEDICAL PATHWAYS
0000 Xxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
Attn.: Chief Operating Officer
With a copy to: AMERICAN MEDICAL RESPONSE
0000 Xxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
Attn.: President and Chief
Operating Officer
Notice to MPOWER: MPOWER SOLUTIONS, INC.
0000 X. Xxxxxxx'x Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Chief Executive Officer
Notice to CONTRACTOR: PROVIDER SERVICES, INC.
000 Xxxxx 000xx Xxxxxx
Xxxxx 000
Xxxxxxx Xxx, XX 00000
Attn: President
6. PARTIES BOUND. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and permitted
assigns. Neither party shall assign or otherwise transfer this Agreement
without the prior written consent of the other party; provided, however,
that either party may assign this Agreement to any subsidiary of such party
in which such party owns an equity position of fifty-one percent (51%) or
more, or in the case of CONTRACTOR, a new company in which Xxxxxx X. Xxxx
owns an equity position of fifty-one percent (51%) or more, by giving thirty
(30) days' prior written notice to the other party.
7. AMENDMENT. This Agreement may be amended at any time but only by the written
agreement of the parties.
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8. SEVERABILITY. The invalidity or unenforceability of any terra or provision
hereof shall in no way affect the validity or enforceability of any other
term or provision of this Agreement.
9. GOVERNING LAW. This Agreement and the fights, obligations, and remedies of
the parties hereunder shall be governed by the laws of the state of
Colorado.
10. HEADINGS. The table of contents and headings to the various paragraphs of
this Agreement have been inserted for convenient reference only and shall
not modify, define, limit, or expand the express provisions of this
Agreement.
11. AUTHORIZATION FOR AGREEMENT. The execution and performance of this Agreement
by the parties has been duly authorized by all necessary laws, resolutions,
or corporate action, and this Agreement constitutes a valid and enforceable
obligation of the parties in accordance with its terms.
12. FORCE MAJEURE. No party shall be liable for any failure to perform its
obligations under this Agreement, including without limitation compliance
with the performance standards set forth in Section II.4, to the extent that
such failure results from any act of God, riot, war, civil unrest, natural
disaster or labor dispute.
13.. ENTIRE AGREEMENT. This Agreement, including exhibits and attachments,
contains the entire agreement between the parties, and this Agreement may
not be modified or terminated except as expressly provided herein or by an
agreement in writing signed by the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the day
and year first set forth above.
MPOWER SOLUTIONS INC. PROVIDES SERVICES, INC.
("MPOWER") ("CONTRACTOR")
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxx
-------------------------------- -----------------------------------
SIGNATURE SIGNATURE
Xxxx X. Xxxxxxx Xxxxxx X. Xxxx
-------------------------------- -----------------------------------
NAME PRINTED NAME PRINTED
SENIOR VICE PRESIDENT PRESIDENT
-------------------------------- -----------------------------------
TITLE TITLE
MAY 17, 1999 MAY 7, 1999
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EXHIBIT A
SCOPE OF SERVICES
IN CONNECTION WITH
KAISER FOUNDATION HEALTH PLANS
STATEMENT OF WORK
ELIGIBILITY
Key Assumptions:
- A full eligibility data load will be provided to MPOWER from
Customer and Kaiser Foundation Health Plans ("Kaiser") in a format
agreed to between Customer and Kaiser, which shall be in the
MPOWER-specific electronic format
- Customer and the Contracted Health Plan will provide eligibility on
an agreed to monthly date and be loaded by MPOWER within 24 hours of
receipt with each new eligibility load representing the current
"eligible population"
- No retroactive enrollments and disenrollments
- No reconciliation of monthly eligibility
- No retroactive claim adjustments
Implementation Schedule (related to regions UNDER WHICH CONTRACTOR WILL BE
PROVIDING SERVICES)
EST. LIVES EST. ENCOUNTERS EST. ENCOUNTERS
PHASE REGION (000,000) (YEARLY) (MONTHLY) LIVE DATE
----- ------ ---------- --------------- --------------- ---------
1 AMR Other
0 Xxxxxx, Xxxxxx, XX [*]
3 Georgia, N.C.
4 Maryland, Ohio, Wash D.C., VA
0 XX, XX, XX, XX
CAPITATION/FUND POOL MANAGEMENT/FINANCIAL
Key Assumptions:
- Set-up and maintain fund pools applicable to Kaiser satellite
locations
- Load and maintain provider and vendor data for 100 network providers
- Set-up and maintain roll-up hierarchy of Customer transports by
division
- Set-up and maintain roll-up hierarchy of transports by Kaiser
satellite
- Provide 1099s for up to 100 non-Customer network providers
- Perform fee-for-service claims payments and issue remittance advice
with checks to providers (100 checks/mo.)
AUTHORIZATIONS/CLAIMS
Key Assumptions:
- 56% of claims will require medical necessity checking (60% submitted
electronically)
- 44% will auto-adjudicate according to rule set (85% submitted
electronically)
- Encounter volume breakdown according to Attachment A
- Denials are disbursed to Providers and Kaiser for distribution
* Confidential Treatment Requested
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13
- Customer Service is limited to 100 Providers and Customer/Contracted
Health Plan staff
- No EOBs are submitted to members
- Claims are submitted in standard HCFA 1500 or UB92 format
~ Maintenance of out of network providers will be limited to 500
providers
- Customer service calls to Contracted Health
Plans/Customer/contracted providers will be limited to 2% of the
volume attributed to Medical Necessity claims. Excess Customer
services requirements shall be managed by Customer
- Medical necessity checking will be limited to Contracted Health Plan
approved protocol compliance and subject to "prudent person" rule,
if applicable
REPORTING
- Provide encounter data reporting electronically
- Limited to reports, which are included in standard MPOWER system
format, and as agreed to by the Contracted Health Plan
PRICING ASSUMPTIONS
The following assumptions have been made within the generic pricing model.
1. Travel & Expenses - Any travel, which is required to AMERICAN MEDICAL
PATHWAYS' client sites is not included.
2. Location - Computer Operations will be housed in MPOWER facilities with
claims processing staff located in Federal Way, WA and Jacksonville, FL.
PENALTIES
In accordance with Section II.4.B of this Agreement, CONTRACTOR is responsible
for reimbursing Customer for penalties incurred by Customer due to CONTRACTOR'S
failure to meet the performance goals set forth in Section II.4.A of this
Agreement. Such penalty shall be equal to [*] percent ([*]%) of the
administrative fees set forth in Article II hereof in connection with the
particular service area(s) (as defined in the applicable Health Plan Agreement)
that has been deemed not to have met the performance goals set forth in Section
II.4 of this Agreement.
* Confidential Treatment Requested
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PRICING MODEL
MONTHLY ENCOUNTER PRICING
TIERS
(MONTHLY ENCOUNTERS) $/ENCOUNTER
-------------------- -----------
0 - 5,000 $
5,001 - 10,000 $
10,001 - 20,000 $ [*]
20,001 - 30,000 $
30,001 - 40,000 $
40,001+ $
The foregoing encounter tiers reflect MPOWER'S remittance to CONTRACTOR based on
the sum of all monthly encounters processed by CONTRACTOR on behalf of Customer.
* Confidential Treatment Requested
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EXHIBIT B
IMPLEMENTATION PLAN
NEW ACCOUNT IMPLEMENTATION WORKPLAN SCHEDULE (SAMPLE)
The following attachment provides a sample implementation plan, indicating key
activities and milestones to be accomplished during the implementation process.
This schedule normally covers a period of ninety (90) days from contract
signing. MPOWER and Customer will work in conjunction with the Contracted Health
Plan(s) to expedite the standard timeframe, in support of a [*] initial live
date for the first service area (Rocky Mountain Division).
* Confidential Treatment Requested
-15-
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%
ID TASK NAME COMPLETE DURATION START* FINISH
---- ------ ---------------------------------------------- -------- -------- ------------ ------------
1 X [*]
2 X
3 X
4 X
5 X
6 X
7 X
8 X
9 X
10 X
11 X
12 X
13 X
14 X
15 X
16 X
17 X
18 X
19 X
20 X
21 X
22 X
23 X
24 X
25
26
27
28
29
30
31
32
33
34
35
36
37
* Confidential Treatment Requested
16
17
%
ID TASK NAME COMPLETE DURATION START* FINISH
--- ----- ---------------------------------------------- -------- -------- ------------ -----------
38 [*]
39
40
41
42
43
44
45
46
47 X
48
49
50
51
52
53
54
55 X
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
* Confidential Treatment Requested
17
18
%
ID TASK NAME COMPLETE DURATION START FINISH
---- ----- ---------------------------------------------- -------- -------- ------------ -----------
75 [*]
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
* Confidential Treatment Requested
18
19
%
ID TASK NAME COMPLETE DURATION START* FINISH
---- ----- ---------------------------------------------- -------- -------- ------------ ------------
112 [*]
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
* Confidential Treatment Requested
19
20
%
ID TASK NAME COMPLETE DURATION START* FINISH
--- --- ---------------------------------------------- -------- -------- ------------ ------------
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164 [*]
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
* Confidential Treatment Requested
20
21
%
ID TASK NAME COMPLETE DURATION START* FINISH
---- ----- ---------------------------------------------- -------- -------- ------------ ------------
186
187
188
189
190
191
192
193
194
195
196
197
198
199 [*]
200
201
202
203
204
205
206
207
208
209
210
211
[*] Confidential Treatment Requested
21
