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EXHIBIT 10.16
MPOWER SOLUTIONS, INC.
CONTRACTOR AGREEMENT
THIS CONTRACTOR AGREEMENT (the "Agreement"), effective February 19, 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
▇▇▇▇ ▇. ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("MPOWER")
and EMPLOYERS MUTUAL, INC., a Florida corporation with its principal place of
business located at ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ ("EMI") 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 are 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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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.
7. Member means an individual and his or her dependents who are entitled to
receive health care
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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 to
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 claim.
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 solely 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 defined 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.
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 ▇▇▇ hereof. CONTRACTOR agrees that it will be ready for
implementation of this Agreement in connection with the first Health Plan
Agreement 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.
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. On or before [*], CONTRACTOR shall file initial applications
to obtain all applicable licenses/certifications required for
CONTRACTOR to perform its obligations hereunder, including without
limitation, licensure as a third party administrator, if applicable, in
Colorado, Missouri, Kansas and California. Thereafter, CONTRACTOR shall
at all times during the term of this Agreement file for and remain
appropriately licensed in each state in which CONTRACTOR performs
services hereunder.
B. Subject to Section 3.A above, 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.
C. 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, to be
finalized prior to [*].
D. 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.
E. CONTRACTOR will establish and maintain throughout the life of this
Agreement a dedicated staff of personnel responsible for servicing
Customer's individual business.
F. MPOWER will maintain backup tapes of all programs, data, and/or any
other information used in the administration of claims.
G. 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 be provided by MPOWER will not be
impaired, disrupted, or interrupted, in whole or in part, by
* Confidential Treatment Requested
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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.
PERFORMANCE STANDARDS AND ASSOCIATED FINANCIAL PENALTIES.
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 ▇▇▇▇▇▇▇▇▇.▇▇ 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.
* Confidential Treatment Requested
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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 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.
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.
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.
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
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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.
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
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.
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 month. MPOWER will ▇▇▇▇ the Customer the
applicable tiered encounter fee for such encounters on or before the fifteenth
(15th) day of each month. MPOWER will, in turn, remit the applicable tiered
encounter fee to Contractor within two (2) working days of receipt from
Customer.
IV. INDEMNIFICATION
MPOWER asserts that Customer agrees to defend, indemnify, and hold harmless
CONTRACTOR, as agent of MPOWER, 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 Customer or act or omission of MPOWER or CONTRACTOR expressly
required by Customer. CONTRACTOR acknowledges its responsibility to notify
MPOWER if CONTRACTOR has knowledge that direction provided by MPOWER or Customer
is negligent, wrongful, or unauthorized.
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,
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damages, fines, 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.
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,
winch 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.
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
NOTIFICATION AND RESOLUTION OF COMPLAINTS. CONTRACTOR shall notify MPOWER
and Customer within forty-eight (48) hours 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.
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 period may be 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
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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.
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
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.
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.
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.
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).
IMMEDIATE TERMINATION.
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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.
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 at the encounter fee contained in Exhibit A.
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. Cost associated
with this transfer will be billed by CONTRACTOR to MPOWER and paid by
MPOWER within thirty (30) days, subject to reasonable and customary
expenses incurred as a result of this transfer.
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
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.
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.
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
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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.
BUSINESS RELATIONSHIP. The business relationship of CONTRACTOR to MPOWER
hereunder is that of an agent, and not as partner, joint venture or employee.
NOTICE. Any notice required or permitted hereunder shall be deemed served if
personally delivered or mailed by registered or certified mail, return receipt
requested, postage prepaid, and properly addressed to the respective party to
when 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
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President and Chief Operating Officer
With a copy to: AMERICAN MEDICAL RESPONSE
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President and Chief Operating Officer
Notice to MPOWER: MPOWER SOLUTIONS, INC.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Executive Officer
Notice to CONTRACTOR: EMPLOYERS MUTUAL, INC.
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Executive Officer
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, by giving thirty
(30) days' prior written notice to the other party.
AMENDMENT. This Agreement may be amended at any time but only by the written
agreement of the parties.
SEVERABILITY. The invalidity or unenforceability of any term or provision hereof
shall in no way affect the validity or enforceability of any other term or
provision of this Agreement.
GOVERNING LAW. This Agreement and the rights, obligations, and remedies of the
parties hereunder shall be governed by the laws of the state of Colorado,
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.
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.
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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. EMPLOYERS MUTUAL, INC.
("MPOWER") ("CONTRACTOR")
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- -----------------------------------------
SIGNATURE SIGNATURE
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- -----------------------------------------
NAME PRINTED NAME PRINTED
SENIOR VP VP & COO
--------------------------------- -----------------------------------------
TITLE TITLE
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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 lead will be provided to MPOWER from
Customer and Kaiser Foundation Health Plans ("Kaiser") in a
format agreed to between Customer and Kaiser, winch 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
lead 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)
PHASE REGION LIVES ENCOUNTERS ENCOUNTERS LIVE DATE
(000,000) (YEARLY) (MONTHLY)
1 Mountain Division* [*] [*] [*] [*]
2 Southern CA [*] [*] [*] [*]
3 K.C. [*] [*] [*] [*]
4 Northern CA [*] [*] [*] [*]
* The financial provisions connected with this service area will be implemented
on June 1, 1999.
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 role set (85% submitted
electronically)
* Confidential Treatment Requested
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- Encounter volume breakdown according to Attachment A
- Denials are disbursed to Providers and Kaiser for distribution
- 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 $/ENCOUNTER
(MONTHLY ENCOUNTERS)
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
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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
* Tasks may not be started earlier than this date
* Confidential Treatment Requested
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