7
INTERCOMPANY SERVICES AGREEMENT
This amended Intercompany Services Agreement ("Agreement"),
an amendment, continuation and ratification of that Agreement
dated August 8, 1994 ("Effective Date"), which was a part of the
reorganization of Blue Cross Blue Shield of Missouri and its
subsidiaries, approved by the Missouri Director of Insurance on
April 14, 1994, is entered into by and between RIGHTCHOICE
MANAGED CARE, INC, a Missouri corporation (the "Company"), d/b/a
ALLIANCE BLUE CROSS/BLUE SHIELD and a licensed Missouri third
party administrator, and the following subsidiaries: HEALTHY
ALLIANCE LIFE INSURANCE COMPANY, a Missouri corporation
("HALIC"); DIVERSIFIED LIFE INSURANCE AGENCY OF MISSOURI, INC., a
Missouri corporation ("DLIAM"); PENSION ASSOCIATES, INCORPORATED,
a Missouri corporation ("PAI"); and HMO MISSOURI, INC., d/b/a
BLUECHOICE, a Missouri corporation ("BlueCHOICE"); (collectively,
the "Subsidiaries").
WITNESSETH
WHEREAS, it is in the interest of economy, efficiency and
sound business practice for the parties hereto to provide
services in the areas of their expertise for each other;
WHEREAS, the parties hereto seek to formalize their business
relationships;
NOW, THEREFORE, in consideration of the foregoing premises
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS AND CONSTRUCTION
SECTION 1.01. Definitions. Capitalized words and terms
used herein and not otherwise defined shall have the meanings
assigned to such words in the Reorganization Agreement. In
addition, the following words and terms shall have the following
meanings:
"Agreement" means this Intercompany Services Agreement,
effective August 8, 1994, by and between the Company and the
Subsidiaries, together with all duly authorized amendments
hereto.
"Person" means a partnership, a joint venture, a
corporation, a trust, a limited liability company, an
unincorporated organization or a government or any department or
agency thereof.
SECTION 1.02. Construction. In this Agreement, unless the
context otherwise requires:
(a) Articles and Sections referred to by number
shall mean the corresponding Articles and Sections of
this Agreement.
(b) The terms "hereby," "hereof," "hereto,"
"herein," "hereunder," and any similar terms, as used
in this Agreement refer to this Agreement, and the term
"hereafter" shall mean after, and the term "heretofore"
shall mean before the date of execution of this
Agreement.
(c) Words of the masculine gender shall be deemed
and construed to include correlative words of the
feminine and neuter genders. Words importing the
singular number shall include the plural number and
vice versa, and words importing persons shall include
corporations and associations, including public bodies,
as well as natural persons.
ARTICLE II
PROVISION OF SERVICES
SECTION 2.01. Services. The Company may provide the
following services to the Subsidiaries with respect to, and upon
the request of any of them, the Company will perform, the
following functions, as well as others, as necessary or
appropriate:
a) Medical claims benefits administration,
b) Payroll services,
c) Electronic data processing services,
d) Community affairs and public relations services,
e) Preparation of financial and other accounting reports,
f) Banking services, cash management and investment
administration,
g) Advertising, sales promotion and publication of
reports,
h) Employee benefits administration,
i) Services related to employment and discharge of
personnel,
j) Preparation of tax returns,
k) Purchase and delivery of supplies,
l) Mail service,
m) Telecommunications consulting,
n) Computer support and central data base maintenance,
o) Actuarial services,
p) Marketing services for the various products offered by
the Subsidiaries, including underwriting and policyholder
services,
q) Utilization management services,
r) Medical claims review,
s) Regulatory agency services,
t) Billing and collection of premiums and/or fees; and
u) Planned performance reporting.
SECTION 2.02. Payment For Services. Each subsidiary will
pay for the cost of any services rendered to such Subsidiary by
employees of the Company as discussed more fully in Article III
below.
ARTICLE III
COMPENSATION FOR SERVICES
SECTION 3.01. Amount. Each Subsidiary shall reimburse the
Company for the direct and indirect costs and expenses (including
overhead expenses) incurred by the Company in furnishing or
obtaining any of the services provided for under Article II
hereof. Costs and expenses directly traceable shall be passed
through at cost. Indirect expenses (including overhead) shall be
passed through based upon the Company's internal cost accounting
procedures and methodologies, consistently applied. A reasonable
profit shall be included in overhead allocation.
SECTION 3.02. Payment Dates. Invoices for services rendered
to the Subsidiaries shall be rendered by the Company at least
quarterly but not more often than monthly. Any amounts due the
Company shall be paid, or shall be satisfied by the Subsidiaries
by way of offset against any obligation of the Company to such
Subsidiaries, within thirty (30) days after receipt of the
applicable invoices.
ARTICLE IV
TERMINATION
SECTION 4.01. Termination Date. This Agreement shall have
an initial term of three years, commencing August 8, 1994, which
may be extended by mutual agreement of the parties hereto. After
the initial term, the Company may terminate this Agreement with
any of the Subsidiaries by giving such Subsidiaries six month's
prior written notice of termination. Likewise, after the initial
term, any of the Subsidiaries may terminate this Agreement with
the Company by giving the Company six month's prior written
notice of termination. Termination of this Agreement pursuant to
this Article IV with respect to one or more of the parties shall
not serve to terminate this Agreement with respect to the
remaining parties.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Relationship Between Parties. (a) The parties
hereto are independent contractors and are not, and shall not be
deemed for any purpose to be, joint venturers. None of the
parties shall hold itself out as the partner or agent of any of
the other parties or make representations or warranties on behalf
of any of the other parties, except as otherwise expressly agreed
to.
(b) None of the parties shall be obligated to make,
and shall not make, any payments to employees of any of the other
parties for services rendered by them as employees of such other
parties. Employees of one party shall not be considered as
having employee status with any of the other parties or as being
entitled to the benefits of any employee of any of the other
parties, including, without limitation, workers' compensation,
vacation pay, or participation any plans, arrangements or
distributions by any of the other parties pertaining to or in
connection with any pension, stock, bonus, insurance, profit
sharing or similar benefit plan.
SECTION 5.02. Notices. All notices, requests, consents and
other communications hereunder shall be in writing and shall be
deemed to have been duly given or delivered if delivered
personally or mailed by registered or certified mail return
receipt requested with first class postage prepaid as follows:
If to the Company:
RightCHOICE Managed Care, Inc.
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If to HALIC:
Healthy Alliance Life Insurance Company
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If to DLIAM:
Diversified Life Insurance Agency of Missouri, Inc.
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If to PAI:
Pension Associates Incorporated
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If to BlueCHOICE:
HMO Missouri, Inc., d/b/a BlueCHOICE
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or such other address as any person may request by notice given
as aforesaid. Notices sent as provided herein shall be deemed to
have been delivered on the fifth business day following the date
on which such notices are so mailed.
SECTION 5.03. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF MISSOURI
WITHOUT REGARD TO SUCH STATE'S PROVISIONS PERTAINING TO CHOICE OF
LAW.
SECTION 5.04. Amendment. This agreement, including the
Exhibits hereto and all other agreements and documents executed
in connection herewith, constitutes the entire agreement among
the parties hereto with respect to the subject hereof and no
amendment, alteration or modification of this Agreement shall be
valid unless in each instance such amendment, alteration or
modification is expressed in written instrument duly executed by
each party hereto.
SECTION 5.05. Headings. The headings contained in this
Agreement have been inserted for the convenience of reference
only and shall in no way restrict or modify any of the terms or
provisions hereof.
SECTION 5.06. No Third Party Beneficiaries. Each of the
provisions of this Agreement is for the sole and exclusive
benefit of the parties hereto, respectively, as their interests
shall appear, and shall not be deemed to be for the benefit of
any other person or entity or group of persons or entities.
SECTION 5.07. Successors and Assigns. This Agreement shall
bind and inure to the benefit of each party hereto, and to each
party's successors, assigns, agents and representatives.
SECTION 5.08. Partial Invalidity. In the event that any
term or provision of this Agreement shall to any extent be held
by a court of proper jurisdiction to be invalid or unenforceable
for any reason, the remainder of this Agreement shall not be
affected thereby, and the remaining terms and provisions hereof
shall remain in full force and effect. The invalid or
unenforceable provisions shall, to the extent permitted by law,
be deemed amended and given such interpretation as will achieve
the intent of this Agreement.
SECTION 5.09. Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have entered into this
Agreement as of the date hereinabove written.
RIGHTCHOICE MANAGED CARE, INC.
By: [s] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
HEALTHY ALLIANCE LIFE INSURANCE COMPANY
By: [s] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
DIVERSIFIED LIFE INSURANCE AGENCY OF
MISSOURI, INC.
By: [s] ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
PENSION ASSOCIATES INCORPORATED
By: [s] ▇▇▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇
Title: President
HMO MISSOURI INC. d/b/a BLUECHOICE
By: [s] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary