1
Exhibit 10.99
AMENDED AND RESTATED SYSTEM AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of September, 1995
("Effective Date") by and between ELECTRONIC DATA SYSTEMS CORPORATION, a Texas
corporation, having a place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ ("EDS") and HealthCare COMPARE Corp., a Delaware corporation, having a
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, under that certain agreement effective May 26, 1989 (the "1989
Agreement"), EDS and OCCUPATIONAL-URGENT CARE HEALTH SYSTEMS, INC. ("OUCH"), a
wholly owned subsidiary of HealthCare COMPARE Corp., formed a strategic
alliance with a common goal to provide health care cost containment and
administrative cost containment services to the workers' compensation
marketplace and to other markets and customers;
WHEREAS, in furtherance of such goal, OUCH and EDS have developed and
jointly marketed certain automated workers' compensation ▇▇▇▇ review and
repricing system services operated on the TPS (as defined in Section 2.14) in
an EDS information processing center;
WHEREAS, under that certain agreement dated as of November 15, 1992 (the
"TSO Agreement"), EDS provides certain TSO services to HealthCare COMPARE Corp.
and AFFORDABLE Health Care Concepts, Inc. ("AFFORDABLE"), a wholly owned
subsidiary of HealthCare COMPARE Corp.; and
WHEREAS, HealthCare COMPARE Corp. (acting on behalf of itself, OUCH and
AFFORDABLE) and EDS desire to continue the strategic alliance developed under
the 1989 Agreement, continue the TSO services provided under the TSO Agreement
and restate their agreements regarding such alliance, services and respective
obligations in this Agreement which shall supersede and replace the 1989
Agreement and the TSO Agreement in their entirety.
NOW, THEREFORE, in consideration of the mutual covenants of the parties
herein contained, the parties agree as follows:
ARTICLE I. AGREEMENT AND TERM
1.1 AGREEMENT. This Agreement establishes the terms and conditions under which
EDS shall provide to HCCC and HCCC shall acquire from EDS access to the EDS
Systems and the data processing, systems modifications, enhancements and
maintenance, marketing support services and other related services described in
this Agreement. The specific services EDS shall provide to HCCC and HCCC's
obligations to EDS in connection with EDS' supply of those services are
described in this Agreement. This Agreement also establishes the terms and
conditions under which HCCC and EDS shall jointly and cooperatively market
products and services of HCCC and EDS to existing and potential clients of HCCC
and EDS. Pursuant to this Agreement, the EDS Systems and services shall be
marketed as the OUCH Systems (or under such other name as the parties mutually
agree) and HCCC shall enter into agreements with HCCC clients for the provision
of such services.
1
2
1.2 TERM. This Agreement shall commence on the Effective Date and shall expire
on January 1, 2005 (the "Expiration Date") unless terminated earlier in
accordance with the provisions of this Agreement. The Expiration Date may be
extended to January 1, 2010 and, if so extended, it may be further extended to
January 1, 2015, in each case upon mutual agreement of the parties. During the
last twelve (12) months of the initial term or any renewal term of this
Agreement, representatives of HCCC and EDS shall meet to discuss and negotiate
any extensions of this Agreement. Nothing contained in this Agreement,
however, shall obligate either party to extend this Agreement.
ARTICLE II. DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
2.1 ACCOUNT MANAGER means an EDS employee with overall responsibility for the
management, coordination and delivery of all services and operations being
performed by EDS for HCCC under this Agreement.
2.2 ▇▇▇▇ means a single billing for medical services including, without
limitation, hospital inpatient and outpatient, professional, pharmacy,
administrative and other ▇▇▇▇▇▇▇▇ for workers' compensation, group health,
automobile and other insurance programs, for which HCCC or the System Lease
Client has completed review, audit, and any and all adjustments made to that
single medical billing and for which a recommendation for payment, denial or
other response has been made.
2.3 CPI means the Consumer Price Index for All Urban Consumers, U.S. City
Average, for All Items (1982-84=100), as published by the Bureau of Labor
Statistics of the Department of Labor.
2.4 EDS SYSTEMS means TPS and any other computer programs or systems owned or
licensed by EDS or designed, developed or provided by EDS for use under this
Agreement, including all enhancements, additions and modifications thereto.
Unless specified otherwise, references to EDS Systems include the associated
System Documentation. EDS Systems shall not include HCCC Owned Data.
2.5 EDS OWNED DATA FILES/DATA means all data file formats in the EDS Systems
and all data contained therein which is not HCCC Owned Data, except that the
messages contained in the EDS Systems message file which were entered into the
message file by EDS are owned by both EDS and HCCC.
2.6 ESCROW ACCOUNT means an interest-bearing escrow account established by EDS
in accordance with Section 6.5 and maintained as a separate account for use
only in accordance with the applicable provisions of this Agreement.
2.7 HCCC means HealthCare COMPARE Corp. together with OUCH and, where
appropriate, AFFORDABLE.
2
3
2.8 HCCC OWNED DATA means all data contained in the EDS Systems data files set
forth in items "a" through "q" in Section 11 of Schedule C, except that the
data contained in item "m", Geno Tables, is owned by HCCC only if HCCC is
responsible for maintaining and updating the Geno Table.
2.9 IPC means an information processing center or data center operated by EDS.
2.10 PROCEEDING means any litigation, claim, action or suit or any proceeding
for equitable relief.
2.11 SERVICE BUREAU CLIENT means a client of HCCC which accesses the EDS
Systems indirectly through HCCC as described in Schedule B, Section I.
2.12 SYSTEM DOCUMENTATION means all supporting documentation, specifications,
input and output formats, program listings, narrative descriptions, operating
instructions, any applicable manuals and reference materials related to the EDS
Systems, including the associated user procedure manuals developed and
maintained by HCCC pursuant to Schedule C.
2.13 SYSTEM LEASE CLIENT means a client of HCCC which accesses an EDS System
directly as described in Schedule B, Section I.
2.14 TOTAL PLAN SYSTEM ("TPS") means the computer programs comprising the EDS
▇▇▇▇ review and repricing system (as modified under the 1989 Agreement) known
as the EDS Total Plan System (OUCH Version) which is further described in
Schedule B, Section II, including all enhancements, additions and modifications
thereto. Unless specified otherwise, references to TPS include the associated
System Documentation developed by EDS hereunder pursuant to Section 12 of
Schedule D.
ARTICLE III. EDS ACCOUNT MANAGEMENT AND STAFFING
3.1 EDS ACCOUNT MANAGEMENT. During the term of this Agreement, EDS will
provide the Account Manager at HCCC's facility located in Sacramento,
California or any successor facility. Upon the request of HCCC, the Account
Manager will prepare written reports summarizing EDS' performance under this
Agreement in a format and on a schedule to be mutually agreed upon by HCCC and
EDS.
3.2 MANAGEMENT MEETINGS. The Account Manager shall coordinate with a senior
officer of HCCC or such officer's duly authorized designee ("HCCC Manager").
HCCC will advise EDS in writing of the name of the HCCC Manager and each
replacement during the term of this Agreement. The Account Manager will meet
at least quarterly with the HCCC Manager to review the data processing
priorities established by HCCC and the status of EDS' performance under this
Agreement in light of HCCC's business objectives, strategies and tactics. The
Account Manager and HCCC Manager will work together to resolve any identified
performance issues prior to the next quarterly meeting.
3
4
3.3 SUPPORT STAFF. HCCC and EDS will each allocate sufficient management,
operations and other personnel ("Support Staff") to meet their respective
obligations under this Agreement and will cross-train such Support Staff to the
extent necessary to make knowledgeable Support Staff generally available on a
consistent basis.
3.4 ENHANCED ACCESS/SERVICES. HCCC will notify EDS of each client request for
new EDS Systems access, enhanced EDS Systems capabilities, and/or new or
enhanced EDS Systems services ("Client Request"). Such notice will include
all requested implementation deadlines. Within seven (7) business days of EDS'
receipt of the HCCC notice and the associated written business requirements
related thereto, EDS will either advise HCCC of its response to the Client
Request or inform HCCC of a reasonable date by which it will respond. If EDS
reasonably cannot meet the Client Request, the parties will work together in
good faith to agree upon the terms of an alternate proposal in response to the
Client Request.
ARTICLE IV. OBLIGATIONS OF THE PARTIES
4.1 OBLIGATIONS OF THE PARTIES. During the term of this Agreement, HCCC will
comply with the obligations described in Schedule C and EDS will provide the
EDS Systems services described in Schedule D for Service Bureau Clients, System
Lease Clients and those additional clients to which the parties mutually agree.
EDS shall operate and maintain the EDS Systems on computer hardware located at
such IPCs as EDS deems appropriate and shall permit remote access by HCCC and
System Lease Clients.
4.2 OTHER SERVICES. The parties may agree to jointly market and provide to
clients other products and services including but not limited to data base
services and membership, billing and actuarial services ("Other Services").
The provision of Other Services to clients shall be upon such terms and
conditions as are agreed to by the parties.
4.3 MARKETING. During the term of this Agreement, the parties will perform
those marketing activities described in Schedule A.
4.4 ADDITIONAL SUPPORT BY EDS. In addition to the support services referred to
above, EDS shall provide HCCC such additional support as HCCC may reasonably
request in writing from time to time during the term of this Agreement upon
mutually acceptable terms and conditions.
ARTICLE V. DATA AND CONFIDENTIALITY
5.1 SAFEGUARDING HCCC DATA. EDS will establish and maintain safeguards to
protect HCCC's data and data files in the possession of EDS. The safeguards,
when taken as a whole, shall be no less rigorous than those that EDS uses to
safeguard its own data. HCCC shall have the right to establish additional
security for the data and data files and keep back-up data and data files on
HCCC's premises; however, EDS shall have access to such back-up data and data
files as reasonably required by EDS.
5.2 CONFIDENTIALITY DEFINITIONS. For purposes of Sections 5.3 and 5.4, the
following terms
4
5
shall have the following meanings:
5.2.1 "Representatives" means the representatives of a party, including
without limitation its attorneys, accountants and financial advisors.
5.2.2 "Agents" means the agents of a party, including without limitation
its officers, directors and employees.
5.2.3 "Disclosing Party" means a party, its Agent or Representative,
disclosing Confidential Information.
5.2.4 "Recipient Party" means a party, its Agent or Representative,
receiving Confidential Information.
5.2.5 "Confidential Information" means all information furnished by one
party, its Agents or its Representatives, whether furnished prior to or
subsequent to the Effective Date, including without limitation
information regarding fees; computer software; business procedures;
contract rates; the EDS Systems; data files including without limitation
the data contained therein, edits and audits, medical ▇▇▇▇ history and
categorical relationships; the terms of this Agreement; and any
information identified by a party as confidential or proprietary together
with all analyses, compilations, forecasts, studies or other documents
prepared by either party, its Agents or its Representatives, which
contain or are based in whole or in part on any such information.
Confidential Information shall not include information which (i) was or
becomes generally available to the public other than as a result of
disclosure by the Recipient Party; (ii) becomes available to the
Recipient Party on a nonconfidential basis from a source (other than the
Disclosing Party) which the Recipient Party has no reason to believe,
after due inquiry, is prohibited from disclosing such information to the
Recipient Party by a legal, contractual or fiduciary obligation; (iii) is
independently developed by the Recipient Party without the use of the
Disclosing Party's Confidential Information; or (iv) was rightfully in
the Recipient Party's possession prior to receipt from the Disclosing
Party.
5.2.6 "Persons" shall be broadly interpreted to include, without
limitation, any corporation, company, group, partnership, entity or
individual.
5.3 CONFIDENTIALITY. The Confidential Information shall be kept confidential
and shall not, without the prior written consent of the Disclosing Party, be
disclosed to any Person or used by the Recipient Party, in any manner
whatsoever, other than pursuant to and in accordance with this Agreement.
Moreover, the Recipient Party shall disclose the Confidential Information only
to those Agents and Representatives who (i) need to know the Confidential
Information for the purposes of this Agreement; and (ii) are informed by the
Recipient Party of the confidential nature of the Confidential Information.
The Recipient Party shall be responsible for any breach of this Agreement
caused by its Agents or Representatives. If the Recipient Party or any Person
to whom the Recipient Party furnished any Confidential Information pursuant to
this Agreement
5
6
becomes legally compelled to disclose any of the Confidential Information,
the Recipient Party shall provide the Disclosing Party with prompt notice
thereof so that the Disclosing Party may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
Agreement with respect to such Confidential Information. Upon any actual or
threatened violation of this Section by either party, the other party shall be
entitled to preliminary injunctive relief and other injunctive relief against
any such violation. Such injunctive relief shall be in addition to, and in no
way in limitation of, any and all remedies or rights to recover damages which
such party shall have at law or in equity for enforcement of this Section.
Nothing herein shall prohibit EDS from using, licensing, selling, modifying or
otherwise commercially exploiting the EDS Systems.
5.4 RETURN OF CONFIDENTIAL INFORMATION. Upon termination or expiration of this
Agreement for any reason, each party shall promptly return or, upon direction
from the other party, destroy all Confidential Information of the other party
in such party's possession, including without limitation Confidential
Information which may be contained in any user or procedure manuals and certify
to the other party in writing that same has been returned or destroyed.
5.5 AUDIT RIGHTS. Subject to Section 5.3 and upon at least thirty (30) days'
prior written notice from HCCC, EDS shall provide to HCCC and its auditors and
regulators access during regular business hours to any EDS facility that is
used to provide services hereunder and data and records which directly relate
thereto or support such services. None of such audits shall extend longer than
ten (10) consecutive business days. Such access shall be limited to performing
an audit of data related to HCCC and its business, to verify the integrity of
such data and to examine the systems that support such data, including to the
extent directly applicable to EDS' provision of such services, audits of (i)
systems, (ii) general controls and security procedures, and (iii) disaster
recovery procedures. HCCC shall not be entitled to audit (i) EDS financial
information (other than the accuracy of EDS invoices to HCCC and HCCC clients
which relate to the EDS Systems or services provided under this Agreement),
(ii) services, facilities or functions that do not directly relate to or
support services provided to HCCC, or (iii) information regarding other EDS
customers. HCCC and its auditors and regulators must comply with all
reasonable security and confidentiality procedures established by EDS at any
facility to which access is granted. Audits shall not unreasonably interfere
with EDS' normal business operations. EDS shall provide to HCCC and its
auditors and regulators any assistance of a routine nature that they reasonably
require in connection with any such audit. For other assistance, HCCC shall
pay EDS at its then current commercial billing rates for similar services.
ARTICLE VI. PAYMENTS TO EDS
6.1 CHARGES FOR EDS SYSTEMS AND SERVICES. HCCC shall pay to EDS the fees
specified in Schedule E.
6.2 OTHER CHARGES. Fees for Other Services which may be provided under Section
4.2 and additional support which may be provided by EDS under Section 4.4 shall
be paid as agreed upon by the parties.
6
7
6.3 OUT-OF-POCKET EXPENSES. Prior to incurring out-of-pocket expenses for
which payment or reimbursement will be requested from HCCC, EDS will obtain
written approval from the HCCC Manager. For approved expenses, HCCC shall pay,
or reimburse EDS, for all reasonable and actual out-of-pocket expenses, such as
travel and travel-related expenses in connection with the performance of this
Agreement with the following exceptions: such expenses incurred by (1) the EDS
system liaisons visits to System Lease Clients and (2) the EDS marketing
coordinator or other designee in support of HCCC sales and client management
activities related to the EDS Systems.
6.4 RERUNS. HCCC shall reimburse EDS for reruns necessitated by incorrect or
incomplete data or erroneous instructions supplied by HCCC or its clients and
for correction of programming, operator and other processing errors caused by
HCCC or its clients.
6.5 TIME OF PAYMENT. Unless otherwise specified herein, any sum or charge due
under this Agreement shall be due and payable within thirty (30) calendar days
after receipt by either party of an invoice from the other. Any sum not paid
when due shall bear interest until paid at a rate of two percent (2%) per annum
more than the prime rate as published in the Wall Street Journal but in no
event shall the interest exceed the maximum allowed by applicable law. HCCC
shall be permitted to withhold payment of any amounts invoiced by EDS that HCCC
reasonably and in good faith disputes if (i) HCCC promptly (but in any event
within thirty (30) calendar days after receipt of the invoice) notifies EDS in
writing of any disputed amount being withheld and specifies, in reasonable
detail, the reasons why the amount is disputed and (ii) all such amounts that
are individually or in the aggregate equal to or greater than $25,000 so
withheld are, within thirty (30) calendar days after receipt of invoice,
deposited into the Escrow Account. The Escrow Account shall be established as
follows:
(i) EDS shall open the Escrow Account in the name of EDS at a major national
bank selected by EDS. The Escrow Account shall be and shall remain the
property of EDS subject to the provisions below regarding disbursement of
funds.
(ii) The Escrow Account shall be established pursuant to an escrow agreement
that provides that the funds therein, including accrued interest, shall be
disbursed to HCCC and/or EDS, as applicable, in accordance with Article X
or a mutual agreement of the parties.
(iii) After resolution of any dispute with respect to which funds were placed
in the Escrow Account, and after payment from the Escrow Account of all
amounts due to EDS, including accrued interest thereon, with respect to
such dispute, any remaining portion of the funds therein relating to such
dispute including undisbursed accrued interest thereon, shall be promptly
paid to HCCC.
(iv) If the funds in the Escrow Account relating to any dispute are
insufficient to satisfy any award or mutually agreed upon amount due to
EDS with respect to such dispute, HCCC shall promptly pay to EDS the
balance due, including any interest thereon computed in accordance with
this Section.
7
8
6.6 TAXES. There shall be added to any charges under this Agreement, or
separately billed, and HCCC shall pay to EDS, or reimburse EDS for the payment
of, amounts equal to any taxes, however designated or levied, based upon such
charges, or upon this Agreement, or upon the services (including, without
limitation, telecommunication services), or software, equipment, materials, or
other property (tangible or intangible), or the use thereof, provided under
this Agreement, including, without limitation, state and local sales taxes,
use taxes, property taxes, telecommunications taxes, privilege taxes, excise
taxes (including, without limitation, federal excise taxes), and any taxes or
amounts in lieu thereof paid or payable by EDS in respect of the foregoing,
exclusive, however, of franchise taxes, taxes based on the net income of EDS
and any tax levied on EDS generally for the provision of EDS'
telecommunications network.
6.7 COST OF LIVING ADJUSTMENT. Except as otherwise specified in Schedule E,
Section X, effective August 1, 1996 and each August 1st thereafter during the
term of this Agreement, the fees and charges then payable under this Agreement
and identified in Schedule E, Section X as subject to CPI increases, as
previously adjusted in accordance with this Section, shall be increased by the
lesser of (i) seventy percent (70%) of the percentage the CPI for June 1st of
that year (the "Current Index") increased from the CPI one year prior thereto
(the "Base Index") or (ii) eight percent (8%). EDS shall calculate such
adjusted rates and provide HCCC notice thereof in the form of a revised
Schedule E on or before July 1st of each year. If for any reason the CPI for
June 1st is not published by July 1st of that same year, the fee adjustment
shall be made as soon as possible after the publication of the CPI and shall be
effective as of August 1st of that same year. Any fees paid prior to the CPI
calculation which are subject to the CPI increase shall be adjusted promptly.
In the event the Bureau of Labor Statistics stops publishing the CPI or
substantially changes the content or format, the parties shall substitute
another comparable measure published by a mutually acceptable source. In the
event the change is merely to redefine the base year for the CPI from 1982-84
to some other year, the parties shall continue to use the CPI but shall, if
necessary, convert either the Base Index or the Current Index to the same basis
as the other by multiplying the Index by the appropriate conversion factor.
ARTICLE VII. TERMINATION
7.1 TERMINATION FOR CAUSE. In the event either party defaults in the
performance of any of that party's material duties or obligations under this
Agreement (except for a default in payments, which shall be governed by Section
7.2) which default shall not be substantially cured within sixty (60) days
after written notice is given to the defaulting party specifying the default
or, with respect to those defaults which cannot reasonably be cured within
sixty (60) days, should the defaulting party fail to proceed within sixty (60)
days to commence curing the default and thereafter to proceed with all due
diligence to substantially cure the default, the party not in default may
terminate this Agreement by giving written notice to the defaulting party.
7.2 TERMINATION FOR NONPAYMENT. In the event either party defaults in the
payment of any undisputed amount due to the other party under this Agreement
and does not cure the default within ten (10) days after receipt by the
defaulting party of written notice of the default, the
8
9
other party may terminate this Agreement by giving written notice to the
defaulting party. In addition, EDS may terminate this Agreement if HCCC
withholds payment of any amounts invoiced by EDS and (i) HCCC fails to notify
EDS of such disputed amount in accordance with Section 6.5; (ii) HCCC fails, by
the end of the thirty (30) day period specified in Section 6.5, to deposit any
such disputed amount into the Escrow Account if so required by Section 6.5; or
(iii) the aggregate amount withheld by HCCC at any one time exceeds one million
dollars ($1,000,000) or, with respect to amounts due to EDS for any particular
month, the aggregate amount so withheld exceeds fifty percent (50%) of the
invoiced amounts for such month.
7.3 TERMINATION FOR INSOLVENCY. In the event either party becomes or is
declared insolvent or bankrupt, is the subject of any proceeding relating to
its liquidation, insolvency or the appointment of a receiver or similar
officer, makes an assignment for the benefit of all or substantially all of its
creditors or enters into an agreement for the composition, extension or
readjustment of all or substantially all of its obligations, the other party
may immediately terminate this Agreement.
7.4 SERVICES UPON EXPIRATION OR TERMINATION. Upon any expiration or
termination of this Agreement, HCCC shall promptly pay to EDS all amounts due
under this Agreement. Upon expiration of this Agreement or termination by HCCC
pursuant to Section 7.1 or 7.3 hereof, EDS will, if requested by HCCC, provide
reasonable training for HCCC personnel to permit continuity in the performance
of data processing services for HCCC, said training to be provided during any
notice period hereinabove specified and for up to six (6) additional monthly
increments commencing with the date of such expiration or termination, and HCCC
shall pay EDS for such training at EDS' then prevailing commercial rates for
the personnel and other resources used in providing such training.
7.5 LICENSE RIGHTS UPON EXPIRATION OR TERMINATION. EDS Systems will be and
remain EDS' property, and HCCC shall have no rights or interests therein except
as described herein. Subject to the payment by HCCC of all amounts due to EDS
under this Agreement, EDS shall grant HCCC, upon the Expiration Date or
termination of this Agreement by HCCC pursuant to Section 7.1 or 7.3, a
nonexclusive, nontransferable license to use any of the EDS Systems then owned
by EDS and being used by EDS in rendering services to HCCC; provided, that HCCC
shall give EDS not less than twelve (12) months' prior written notice of its
intention to use such EDS Systems following expiration of this Agreement and
agrees to pay a reasonable royalty for such use; provided further, however, in
order to preserve and protect the confidentiality of the EDS Systems, if HCCC
shall elect to operate such EDS Systems after the Expiration Date or
termination of this Agreement by HCCC pursuant to Sections 7.1 or 7.3, HCCC and
EDS shall enter into an agreement, in form and substance reasonably
satisfactory to EDS and HCCC, containing such covenants and conditions as are
necessary or reasonably required to protect EDS' proprietary rights to the EDS
Systems, including but not limited to:
(a) Except as provided in Paragraph (c) of this Section 7.5, the
EDS Systems shall not be operated directly or indirectly by persons
other than HCCC's full-time employees and shall only be operated on
equipment owned or leased by HCCC; provided,
9
10
however, upon the mutual agreement of the parties, the EDS Systems
may be operated by EDS at its then prevailing commercial rates for
personnel and machine time.
(b) Only HCCC work, including work HCCC performs for its clients,
shall be processed utilizing the EDS Systems.
(c) At no time may the EDS Systems or any of the various
components thereof or any modifications thereto, be disclosed to
third parties, sold, assigned, leased or otherwise disposed of, or
commercially exploited or marketed in any way, with or without
charge; except that HCCC may permit access to the EDS Systems by
System Lease Clients which have executed agreements containing terms
and conditions regarding confidentiality of the EDS Systems which
have been approved by EDS. EDS shall not unreasonably withhold its
approval of such terms and conditions. Further, HCCC shall keep
confidential the EDS Systems and will not permit the EDS Systems to
be copied or reproduced, in whole or in part, by any person, firm or
corporation, at any time.
(d) Violation in any material respect of any provision of the
agreement referred to in this Section 7.5 may cause irreparable
injuries to EDS and EDS shall be entitled to preliminary injunctive
relief and other injunctive relief against any such violation. Such
injunctive relief shall be in addition to, and in no way in
limitation of, any and all remedies or rights to recover damages EDS
shall have at law or in equity for the enforcement of the above
agreements.
7.6 RIGHTS IN DATA UPON EXPIRATION OR TERMINATION. Upon expiration or
termination of this Agreement, HCCC shall have the right without cost or
accounting to EDS to use, disclose, sell or otherwise dispose of or
commercially exploit HCCC Owned Data and EDS shall have the right without cost
or accounting to HCCC to use, disclose, sell or otherwise dispose of or
commercially exploit the EDS Owned Data Files/Data.
ARTICLE VIII. INDEMNITIES
8.1 PERSONAL INJURY AND PROPERTY INDEMNITY.
8.1.1 EDS shall indemnify, defend and hold harmless HCCC from any and
all Proceedings, damages, liabilities, costs and expenses, including
without limitation, reasonable attorneys' fees and expenses, arising
out of (i) the death or bodily injury of any agent, employee,
customer or business invitee of EDS (other than HCCC or its
employees), or (ii) damages to any of EDS' tangible personal or
real property (whether owned or leased).
10
11
8.1.2 HCCC shall indemnify, defend and hold harmless EDS from any and
all Proceedings, damages, liabilities, costs and expenses, including
without limitation, reasonable attorneys' fees and expenses, arising
out of (i) death or bodily injury of any agent, employee, customer or
business invitee of HCCC (other than EDS or its employees), or (ii)
damages to any of HCCC's tangible personal or real property (whether
owned or leased).
8.2 INFRINGEMENT INDEMNITY.
8.2.1 By EDS. EDS shall defend any Proceeding brought or threatened
against HCCC to the extent that such Proceeding is based on a claim
that any EDS System owned by EDS and used to provide services to HCCC
under this Agreement (i) infringes a copyright enforceable in the
United States, (ii) infringes a United States patent, (iii)
constitutes misappropriation or unlawful disclosure or use of any
trade secret under United States or state law, or (iv) infringes any
similar proprietary rights under United States or state law. EDS shall
bear the expense of such defense and pay any damages and attorneys'
fees finally awarded by a court of competent jurisdiction which are
attributable to such claim, provided that HCCC has complied with
Section 8.4. Should such EDS Systems become, or in EDS' opinion be
likely to become, the subject of a claim of infringement of a
copyright or patent or misappropriation or unlawful disclosure or use
of a trade secret, or infringement of a similar proprietary right, EDS
shall, at its option, attempt to procure the right to continue using
such EDS Systems, or replace or modify such EDS Systems to make their
use under this Agreement noninfringing. If neither option is
reasonably available in EDS' judgment, then the Account Manager and
the HCCC Manager shall meet to review the impact, if any, on the
completion of the services to be performed by EDS under this Agreement
and negotiate in good faith any appropriate adjustments to such
services.
8.2.2 By HCCC. HCCC shall defend any Proceeding brought or threatened
against EDS to the extent that such Proceeding is based on a claim
that any data, data files, edits, audits or other items provided to
EDS by HCCC under this Agreement, (i) infringes a copyright
enforceable in the United States, (ii) infringes a United States
patent, or (iii) constitutes misappropriation or unlawful disclosure
or use of any trade secret under United States or state law, or (iv)
infringes any similar proprietary right under United States or state
law. HCCC shall bear the expense of such defense and pay any damages
and attorneys' fees finally awarded by a court of competent
jurisdiction which are attributable to such claim, provided that EDS
has complied with Section 8.4. Should such items become, or in HCCC's
opinion be likely to become, the subject of a claim of infringement of
a copyright or patent or misappropriation or unlawful disclosure or
use of a trade secret, or infringement of a similar proprietary right,
HCCC shall, at its option, attempt to procure for
11
12
EDS the right to continue using such items, or replace or modify such
items to make their use under this Agreement noninfringing. If
neither option is reasonably available in HCCC's judgment, then (i) at
HCCC's request, EDS shall destroy the original and all partial and
complete copies of such items and (ii) the Account Manager and HCCC
Manager shall meet to review the impact, if any, on the completion of
the services to be performed by EDS under this Agreement and negotiate
in good faith any appropriate adjustments to such services.
8.3 RENT AND UTILITY INDEMNITY. Each party shall indemnify, defend and hold
harmless the other party from any and all Proceedings, damages, liabilities,
costs and expenses, including without limitation, reasonable attorneys' fees
and expenses, arising out of any claims for rent or utilities at any location
where the indemnitor is required to furnish space or utilities to the other
party pursuant to this Agreement.
8.4 INDEMNITY PROCEDURES. Any party entitled to indemnification under this
Article VIII shall give the party from which it is seeking indemnification
prompt written notice of any matters in respect of which the indemnity may
apply and of which the party claiming indemnification has knowledge; provided,
however, that if a party claiming indemnification fails to give the other
prompt written notice, such other party shall only be relieved of its
obligations under such provision if and to the extent that such party is
materially prejudiced thereby. In addition, the party claiming indemnification
shall give the other party full opportunity to control the response thereto and
the defense thereof. The party claiming indemnification shall have the right
to participate in any legal Proceedings to contest and defend a claim for
indemnification involving a third party and to be represented by its own
attorneys, all at such party's cost and expense. No settlement or compromise
of any asserted third-party claim may be made without the prior written consent
of the party claiming indemnification.
ARTICLE IX. WARRANTY AND LIABILITY
9.1 WARRANTY. EDS warrants that (i) the TPS initially made available to HCCC
and System Lease Clients by EDS under this Agreement shall be the same TPS last
used by HCCC and EDS under the 1989 Agreement; (ii) the documented portions of
the TPS shall substantially conform to the applicable TPS Documentation (as
defined in Schedule D, Section 12) developed pursuant to Schedule D, Section
12; and (iii) unless otherwise agreed to by the parties, all EDS Systems other
than the TPS which may be provided under this Agreement shall substantially
conform to the associated System Documentation. EDS' entire liability and
HCCC's exclusive remedy for a breach of this warranty is as specified in
Schedule D, Section 20. EDS is primarily providing services and access to the
EDS Systems to HCCC under this Agreement. However, EDS may from time to time
provide certain equipment, additional systems and other items as an incidental
part of such services. With the exception of manufacturer's or licensor's
warranties which EDS is able to pass through for HCCC's benefit, such
equipment, systems and items are provided by EDS on an "AS-IS" basis without
warranty. EDS MAKES NO OTHER WARRANTIES OF
12
13
ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY EQUIPMENT,
SYSTEMS, SERVICES, TECHNICAL INFORMATION, TECHNICAL ASSISTANCE OR OTHER ITEMS
PROVIDED BY EDS PURSUANT TO THIS AGREEMENT. EDS EXPRESSLY DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.2 LIMITATION OF LIABILITY. If EDS is liable to HCCC for any matter arising
out of or relating to this Agreement, whether based on an action or claim in
contract, equity, negligence or otherwise, the aggregate amount of damages
recoverable against EDS for all events, acts or omissions shall not exceed the
amount paid to EDS under this Agreement (exclusive of amounts paid in
reimbursement or payment of expenses or taxes) during the three-month period
preceding the most recent event, act or omission for which damages are
recoverable against EDS; provided, however, that the foregoing limitation shall
not apply to (i) EDS' willful misconduct intended to cause harm to HCCC or (ii)
the indemnities set forth in Sections 8.1.1 and 8.2.1. In addition, EDS shall
not be liable for, and the measure of damages shall not include, any amounts
for (i) punitive, indirect or consequential damages or lost profits of any
party, including without limitation, third parties or (ii) damages that could
have been avoided had HCCC exercised reasonable diligence.
9.3 LIMITATION OF ACTIONS. No cause of action may be asserted against either
party under this Agreement later than two (2) years following the date on which
the cause of action accrued.
9.4 ACKNOWLEDGEMENT. HCCC and EDS expressly acknowledge that the limitations
contained in this Article IX represent the express agreement of the parties
with respect to the allocation of risks between the parties, including the
level of risk to be associated with the performance of services hereunder as
related to the amount of the payments to be made to EDS for such services, and
each party fully understands and irrevocably accepts such limitations.
ARTICLE X. DISPUTE RESOLUTION
10.1 INTERNAL RESOLUTION. If representatives of the parties are unable to
resolve promptly a dispute between the parties with respect to the
interpretation of any provision in this Agreement or the performance by either
party of its respective obligations under this Agreement, then such dispute
will be escalated within each party's organization to a senior executive for
resolution. If such senior executives are unable to resolve promptly such
dispute, then each of the parties will appoint another senior executive who
does not devote substantially all of his or her time to performance of this
Agreement, whose task it will be to meet for the purpose of endeavoring to
resolve promptly the dispute or to negotiate promptly an adjustment to the
disputed provision of this Agreement. In each case, the parties responsible
for resolving a dispute will discuss the problem and negotiate in good faith in
an effort to resolve such dispute or renegotiate the applicable provision
without the necessity of any formal proceeding. The specific format for the
discussions shall be left to the discretion of the parties responsible for
resolving the dispute. Both parties will continue performing their respective
obligations under this Agreement while the dispute is being resolved unless and
until this Agreement expires or is terminated in accordance with the provisions
of this
13
14
Agreement. This Section 10.1 shall not prevent the parties from exercising
the termination rights set forth in this Agreement.
10.2 ARBITRATION. Any dispute, controversy, or claim arising out of or
relating to this Agreement, or the creation, validity, interpretation, breach,
or termination of this Agreement, that the parties are unable to resolve in
accordance with Section 10.1, will be settled by binding arbitration in
accordance with the Commercial Arbitration Rules (hereinafter referred to as
the "Rules") of the American Arbitration Association (hereinafter referred to
as "AAA") as modified and supplemented by the procedures set forth in
Subsections 10.2.1 through 10.2.10 as follows. Judgement upon the award
rendered by the arbitrator may be entered in, and enforced by, any court having
jurisdiction thereof.
10.2.1 SPECIFIC DEMAND AND COUNTERCLAIM. The demand for arbitration and
any counterclaim will specify in reasonable detail the facts and legal
grounds forming the basis for the filing party's request for relief, and
will include a statement of the total amount of damages claimed, if any,
and any other remedy sought by that party.
10.2.2 APPOINTMENT OF ARBITRATOR. The parties will attempt to select by
agreement a single neutral arbitrator to hear the dispute, controversy,
or claim, which arbitrator need not be affiliated with the AAA. If the
parties fail to agree on a single neutral arbitrator within ten (10) days
after the filing of the demand for arbitration, a single neutral
arbitrator will be appointed in accordance with the Rules of the AAA.
10.2.3 PROVISIONAL REMEDIES AVAILABLE FROM COURT. Pending the arbitral
tribunal's determination of the merits of a dispute, claim, or
controversy, either party may apply to any court having jurisdiction to
seek injunctive or other extraordinary relief.
10.2.4 LOCATION OF ARBITRATION. The arbitration proceeding will take
place in Dallas, Texas.
10.2.5 LIMITATION ON AUTHORITY OF ARBITRATOR. The arbitrator will not
have authority to award damages in excess of the amount or other than the
types allowed by Section 9.2 and may not, in any event make any ruling,
finding or award that does not conform to the terms and conditions of
this Agreement.
10.2.6 LIMITED DISCOVERY. Discovery will be limited to the request for
and production of documents, depositions, and interrogatories.
Interrogatories will be allowed only as follows: a party may request the
other party to identify by name, last known address, and telephone
number: (i) all persons having knowledge of facts relevant to the
dispute, controversy, or claim, and a brief description of that person's
knowledge; (ii) any expert(s) who may be called as an expert witness, the
subject matter about which the expert is expected to testify, the mental
impressions and opinions held by the expert, and the facts known by the
expert (regardless of when the factual information was acquired) which
relate to or form the basis for the mental
14
15
impressions and opinions held by the expert; and (iii) any expert(s) used
for consultation, who is not expected to be called as an expert
witness, if the consulting expert's opinions or impressions have been
reviewed by an expert witness. All discovery will be guided by the
Federal Rules of Civil Procedure. All issues concerning discovery upon
which the parties cannot agree will be submitted to the arbitrator for
determination.
10.2.7 PARTY MAY REQUEST WRITTEN FINDINGS AND CONCLUSIONS. Upon the
request of a party, the arbitrator's award will include written findings
of fact and conclusions of law.
10.2.8 FEES AND EXPENSES SHARED. Each party will bear its own attorneys'
fees and its own costs and expenses (including filing fees), and will
also bear one-half of the total arbitrator's and other administrative
fees of arbitration.
10.2.9 ENFORCEMENT. Other than those matters involving injunctive or
extraordinary relief as a remedy, or any action necessary to enforce the
award of the arbitrator, the provisions of this Section 10.2 are a
complete defense to any Proceeding instituted by, or on behalf of, either
party against the other party in any court or before any administrative
or arbitral tribunal with respect to any dispute, controversy, or claim
arising out of or related to this Agreement or the creation, validity,
interpretation, breach, or termination of this Agreement.
10.2.10 TERMINATION RIGHTS NOT AFFECTED BY ARBITRATION. Nothing in this
Section 10.2 prevents the parties from exercising the termination rights
set forth in this Agreement.
ARTICLE XI. MISCELLANEOUS
11.1 BINDING NATURE AND ASSIGNMENT. This Agreement shall be binding on the
parties and their respective successors and permitted assigns. Neither party
may assign this Agreement without the prior written consent of the other party.
11.2 NOTICES. Whenever under this Agreement one party is required or permitted
to give notice to any other party, the notice shall be deemed given when
delivered in hand or when mailed by United States mail, registered or certified
mail, return receipt requested, postage prepaid and addressed as follows:
In the case of EDS:
Electronic Data Systems Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
15
16
Attn: President, Commercial Insurance SBU
Facsimile Number (▇▇▇) ▇▇▇-▇▇▇▇
With a copy (which shall not constitute effective notice) to:
Electronic Data Systems Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Contracts (Distribution Code: 1163)
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
In the case of HCCC:
HealthCare COMPARE Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President
With a copy sent to the attention of the Legal Department at the same
address.
11.3 COUNTERPARTS. This Agreement may be executed in several counterparts all
of which taken together shall constitute one single agreement between the
parties.
11.4 HEADINGS. The article, section and paragraph headings are for reference
and convenience only and shall not enter into the interpretation of this
Agreement.
11.5 RELATIONSHIP OF PARTIES. The parties in furnishing services to each other
under this Agreement are acting only as independent contractors.
Notwithstanding any other provision in this Agreement to the contrary, nothing
herein is intended or will be construed to establish any agency, employment,
partnership or joint venture relationship between the parties. Neither party
undertakes by this Agreement or otherwise to perform any obligation of the
other whether regulatory or contractual or to assume any responsibility for the
other party's business or operations. Unless otherwise provided in this
Agreement, each party has the sole right and obligation to supervise, manage,
contract, direct, procure, perform or cause to be performed all work to be
performed by that party pursuant to this Agreement.
11.6 NO THIRD PARTY BENEFICIARIES. Except as provided in Section 19.3 of
Schedule D, this Agreement is entered into by and between the parties hereto
solely for their benefit. Except as provided in Section 19.3 of Schedule D,
the parties have not created or established any third-party beneficiary status
or rights in any person or entity not a party hereto including, without
limitation, any Service Bureau Client, any System Lease Client or any other
client or customer of HCCC, and no such third party shall have any right to
enforce any right or enjoy any benefit created or established under this
Agreement.
16
17
11.7 HIRING OF EMPLOYEES. Except as otherwise agreed in writing, during the
period this Agreement is in effect and for a period of three (3) years
thereafter, HCCC and EDS agree to refrain from hiring any officer or employee
employed then or within the preceding twelve (12) months by the other party or
a subsidiary of the party. However, this Section 11.7 shall not apply in the
event an employee responds to a public advertisement or other widely
disseminated employment notice and such employee is hired as a result of such
response.
11.8 APPROVALS AND SIMILAR ACTIONS. Where agreement, approval, acceptance,
consent or similar action is required by any provision of this Agreement, such
action shall not be unreasonably delayed or withheld.
11.9 FORCE MAJEURE. Each party shall be excused from performance for any
period and to the extent that the party is prevented from performing any
services, in whole or in part, as a result of delays caused by the other party,
an act of God, war, civil disturbance, court order, labor dispute, third party
nonperformance or other cause beyond that party's reasonable control, including
failures or fluctuations in electrical power, heat, light, air conditioning or
telecommunications equipment and such nonperformance shall not be a default or
a ground for termination.
11.10 SEVERABILITY. Should any provision of this Agreement be declared or
found to be illegal, unenforceable or void, both parties shall be relieved of
all obligations arising under that provision. Should the provision not relate
to the payments to be made to EDS and should the remainder of this Agreement
not be affected by the declaration or finding and capable of substantial
performance, each provision not so affected shall be enforced to the extent
permitted by law.
11.11 AMENDMENT; WAIVER. This Agreement may be amended only by mutual written
agreement of the parties. No delay or omission by either party to exercise any
right or power shall impair such right or power or be construed as a waiver. A
waiver by any of the parties of any of the covenants to be performed by the
other or any breach shall not be construed to be a waiver of any succeeding
breach or of any other covenant.
11.12 MEDIA RELEASES. All media releases, public announcements and public
disclosures by either party relating to this Agreement or the subject matter of
this Agreement including, without limitation, promotional or marketing material
but not including any announcement intended solely for internal distribution or
any disclosure required by legal, accounting or regulatory requirements beyond
the reasonable control of the party shall be coordinated with and approved by
the parties prior to the release.
11.13 ENTIRE AGREEMENT. This Agreement, including Schedules A, B, C, D and E,
each of which is incorporated herein, and any amendments hereto, constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes the 1989
17
18
Agreement, the TSO Agreement and any other prior or contemporaneous
understandings, whether oral or written, regarding the subject matter hereof.
11.14 SURVIVAL. The provisions of Articles V, VIII, X and XI and Sections 7.4,
7.5, 7.6, 9.2, 9.3 and 9.4 of this Agreement and Section 19 of Schedule D shall
survive termination or expiration of this Agreement.
11.15 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws, other than choice of law rules, of the State of
Texas.
IN WITNESS WHEREOF, EDS and HCCC have each caused this Agreement to be
signed and delivered by its duly authorized representative.
ELECTRONIC DATA SYSTEMS HealthCare COMPARE Corp., on behalf of itself,
CORPORATION OUCH and AFFORDABLE
By: By:
-------------------------- -----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President
Date: Date:
----------------------- ----------------------------------------
18
19
SCHEDULE A
MARKETING
I. MARKETING. During the term of this Agreement, each party shall:
(a) Promote and market the products and services offered by the
parties for the benefit of HCCC and EDS to clients of HCCC and EDS.
(b) Assist the other party in promoting and marketing the
products and services offered by the parties for the benefit of HCCC
and EDS to potential new clients of HCCC and EDS.
(c) Advise the other party of prospective clients and their
interests in the benefits of the products and services offered by
such other party.
(d) Perform mutually agreed upon joint market research to develop
facts and information regarding prospective clients.
(e) Develop mutually agreed upon promotional materials.
(f) Host visits to existing HCCC, EDS and/or client sites by
prospective clients for the purpose of describing the EDS Systems
and the services provided by HCCC and EDS.
(g) Perform other mutually agreed upon marketing activities.
II. COORDINATION. Each party shall designate one (1) of its employees to be
a marketing coordinator who shall be responsible for the coordination of
marketing activities under this Agreement. The Account Manager may be
designated as EDS' marketing coordinator. The HCCC Manager may be
designated as HCCC's marketing coordinator. The marketing coordinators
will meet as agreed upon to develop marketing plans and strategies and to
better coordinate the joint marketing opportunities and activities of HCCC
and EDS.
III. MARKETING EXPENSES. Each party shall bear its own respective costs and
expenses arising out of any marketing activities under this Agreement.
However, with the prior written agreement of both parties, specific
expenses incurred by a party may be shared in an agreed upon proportion by
the other party.
A-1
20
SCHEDULE B
HCCC BUSINESS ENVIRONMENT
I. CLIENT SERVICE OPTIONS
HCCC clients may select either of the following two system access
options:
A. SERVICE BUREAU CLIENTS.
Service Bureau Clients will submit to HCCC medical
bills which will be entered into the EDS Systems by
HCCC staff, reviewed by HCCC staff and/or the EDS
Systems, and repriced by the EDS Systems. HCCC staff
will notify Service Bureau Clients of the results of
the review and repricing process.
B. SYSTEM LEASE CLIENTS.
System Lease Clients will utilize the EDS Systems
directly and employ their own staff to enter medical
bills and review certain medical bills. EDS will
operate the EDS Systems and HCCC will administer the
EDS Systems and provide training in EDS Systems use
for staff of System Lease Clients.
II. SYSTEM FEATURES
The TPS reviews and reprices medical bills including hospital
inpatient and outpatient, professional, pharmacy, administrative,
and other ▇▇▇▇▇▇▇▇ for workers' compensation, group health,
automobile, and may include other insurance programs. Bills are
compared with state fee schedules, state rules and regulations,
Preferred Provider Organization ("PPO") contract pricing or usual
and customary pricing, as appropriate, and repriced in accordance
with the lowest applicable pricing. The TPS detects both
duplicate bills and individual services billed, as well as certain
billing infractions (e.g., unbundling, mutually exclusive
procedures). The TPS also applies utilization management
pre-certification recommendations.
III. REQUIRED SYSTEM INTERFACES
The following interfaces are required between the TPS and various
HCCC systems to provide services to HCCC and HCCC's clients:
B-1
21
A. HCCC CORPORATE PROVIDER DATABASE.
For the AFFORDABLE Medical Networks, HCCC's corporate provider database
contains the information necessary to populate the TPS' provider file which
receives demographic information, network affiliation(s) and associated
contract rates. Alternatively, and until implementation of the provider
database/TPS interface, provider information is entered directly into the
TPS' provider file.
B. HCCC'S CORPORATE CLIENT DATABASE.
HCCC's corporate client database contains the information for Service
Bureau Clients necessary to populate the TPS' client file which receives
information pertaining to HCCC's fee structure, key contact personnel,
rules by which to review medical bills, and employer identification (if
applicable). Alternatively, and until implementation of the client
database/TPS interface, client information is entered directly into the
TPS' client file.
C. HCCC UTILIZATION/MEDICAL MANAGEMENT SYSTEM.
HCCC's utilization/medical management system contains pre-certification
recommendations for select services. This information is transmitted to
the TPS which reviews bills for consistency with pre-certification
recommendations.
D. HCCC ACCOUNTING SYSTEM.
HCCC's accounting system receives the results of each medical ▇▇▇▇ review
performed by the TPS for Service Bureau Clients. The accounting system
records the amount to be invoiced to HCCC's Service Bureau Clients and
applies cash received from such clients.
E. CLIENT CLAIM AND FINANCIAL SYSTEMS.
Clients' claim and financial systems receive the results of each medical
▇▇▇▇ review from the TPS. This information allows clients to update
their claim files and generate payments to providers. Clients' claim
systems also furnish the TPS with claim information used to validate
medical ▇▇▇▇ information during ▇▇▇▇ review.
B-2
22
F. OTHER SYSTEMS.
Other EDS Systems interfaces or modifications to existing interfaces may be
developed from time to time under the terms of Schedule D to support the
business requirements of HCCC and HCCC's clients.
B-3
23
SCHEDULE C
HCCC SYSTEM OBLIGATIONS
During the term of this Agreement, HCCC shall perform the following:
1. Provide EDS staff who are required to perform services at HCCC's offices
with office space, office furnishings, office equipment (excluding
personal computers), and office related services including janitorial
service, telephone service and utilities and any other services which HCCC
determines are reasonably necessary to perform the services required under
this Agreement. All office space, furnishings, equipment and services to
be provided under this paragraph will be comparable to that which HCCC
provides HCCC colleagues in equivalent positions. As required to perform
services under this Agreement, authorized EDS staff shall have necessary
access to the work area and equipment assigned to such EDS staff in HCCC's
offices seven (7) days a week, twenty-four (24) hours a day; provided,
however, that such EDS staff shall comply with all relevant HCCC policies
and procedures.
2. Store all back-up data files maintained by HCCC pursuant to Section 5.1
of this Agreement or reasonably required by EDS to be maintained on HCCC's
premises for effective EDS Systems performance.
3. Pay all taxes, leases, insurance, maintenance, depreciation and other
associated costs for HCCC owned hardware and pay the costs associated with
HCCC-leased hardware as provided in the applicable equipment lease. For
Service Bureau Clients only, HCCC shall retain all responsibility for
current and future end-user hardware including, but not limited to,
terminals, printers, controllers, and personal computers.
4. Continue to provide all communications lines, modems, interface
equipment, terminals, and other equipment and services provided under the
1989 Agreement for access to and utilization of the EDS telecommunications
network and EDS Systems. HCCC also shall provide, or cause to be
provided, all modems, interface equipment, terminals, and other equipment
at the offices of HCCC and the System Lease Clients necessary to access
and utilize the EDS telecommunications network and the EDS Systems. EDS
and HCCC shall confer and mutually agree upon the selection of such
equipment. Upon request by HCCC, EDS will provide such equipment upon
mutually agreeable terms and at EDS' usual and customary fees.
5. Provide to EDS, upon EDS' reasonable request data processing related
forms and supplies required for EDS to perform its services under this
Agreement.
6. Provide for or pay for costs associated with the delivery of data and
other input and for distribution of reports and other output between EDS
print facilities and HCCC locations.
C-1
24
7. Provide EDS with written business requirements for EDS Systems
modifications in a format which is agreed to by the parties. HCCC will
involve EDS in the development of a project schedule, including
implementation dates, for all EDS Systems modifications required by HCCC.
8. HCCC will provide EDS with timely management decisions, information,
approvals, and acceptances as reasonably required for EDS to perform its
services under this Agreement.
9. Provide EDS with information regarding the priority levels of requested
EDS Systems modifications and involve EDS in the establishment of such
priority levels.
10. Perform timely acceptance testing for EDS Systems modifications completed
by EDS and, upon acceptance of such modifications, authorize EDS to load
the accepted EDS Systems modifications into the production environment.
11. Maintain, update and assume responsibility for the accuracy of, the
following EDS Systems files and other EDS Systems reference sources,
including any updates thereto required to be compatible with the GMIS
licensed software:
a) Provider file*+
b) Client file*
c) Examiner file*
d) Procedure file
e) Diagnosis file
f) Severity file
g) Medium file
h) Pricing file
- Fee Schedule pricing
- PPO pricing*+
i) Message file
j) Authorization file
k) U/R String file
l) Stop table
m) Geno tables
n) Condition Code Narrative file
o) Work Scheduler file*
p) Duplicate Code Grid
q) Reporting Matrix file
* File also maintained by HCCC System Lease Clients.
*+ File also maintained by HCCC System Lease Clients for non-PPO
providers and/or external PPO networks.
12. Perform all HCCC functions required to implement fee schedule pricing
values within thirty (30) days of fee schedule receipt by HCCC, automate
fee schedule rules and regulations within sixty (60) days of fee schedule
receipt by HCCC, and implement
C-2
25
billing infraction software revisions within ninety (90) days of fee
schedule receipt by HCCC. HCCC will provide notice to EDS of any new or
revised fee schedules received by HCCC within five (5) days of receipt, and
delivery of written business requirements within a reasonable time;
provided, however, that if HCCC's delivery of written business requirements
to EDS occurs more than ten (10) days after HCCC's receipt of the fee
schedules, the applicable fee schedule implementation deadline set forth in
this Section 12 and in Schedule D, Section 7 shall be extended by a number
of days equal to the number of days by which HCCC's delivery of written
business requirements to EDS exceeds the ten (10) day time period. HCCC
will develop and maintain in a mutually agreed upon format a delivery
tracking report for all pricing obligations pursuant to this Section 12 and
provide a copy to the Account Manager on a weekly basis.
13. Develop and maintain user procedure manuals for use by HCCC and System
Lease Clients.
14. Acquire data from expert system vendors to maintain and update the EDS
Systems files referred to in Section 11 above.
15. Inspect and review all reports produced by EDS and provide EDS with
prompt documentation of all discrepancies.
16. Provide input data to be processed by the EDS Systems in a mutually
acceptable format and media and cause the System Lease Clients to do
likewise.
17. Enter into separate written agreements with Service Bureau Clients and
System Lease Clients, such agreements to include obligations of confidence
and nondisclosure no less stringent than those included in this Agreement
and otherwise be consistent with the terms and conditions of this
Agreement.
C-3
26
SCHEDULE D
EDS SYSTEM SERVICES
During the term of this Agreement, EDS shall perform the following services.
Unless otherwise specified, fees for such EDS services are included in the fees
set forth in Schedule E hereof.
1. Provide output from (i) the TPS consistent with past practice under the
1989 Agreement or other mutually agreed upon format which is consistent
with supporting HCCC's business environment described in Schedule B and in
accordance with the associated System Documentation developed by EDS
hereunder pursuant to Section 12 of Schedule D and (ii) other EDS Systems
in accordance with the associated System Documentation or other mutually
acceptable format which is consistent with supporting HCCC's business
environment described in Schedule B. Prior to providing any new output,
EDS will provide HCCC with an opportunity to review and comment on EDS'
proposed format and media for such output. Any new requirements for
interfacing the EDS Systems to various HCCC or HCCC client systems will be
mutually agreed to by the parties.
2. Accept input from HCCC and HCCC clients into the EDS Systems in a
mutually acceptable format and media.
3. Provide HCCC with a weekly status report for modifications to the EDS
Systems designed and developed during the term of this Agreement. The
status report will include a current development and implementation
schedule and any other information which HCCC may reasonably request.
4. Prior to incurring any costs related to modifications of the EDS Systems
for which EDS will request payment from HCCC, EDS will submit a written
estimate to the HCCC Manager for approval.
5 Provide routine EDS Systems maintenance and modifications to maintain and
update the EDS Systems in support of HCCC's "core" ▇▇▇▇ Review product(s).
Routine EDS Systems maintenance includes:
a) Usual and Customary pricing data tape loads;
b) Fee Schedule pricing data tape loads;
c) PPO pricing data tape loads;
d) PPO provider data tape loads;
e) GMIS licensed software database loads;
D-1
27
f) Benefit file loads (unless otherwise agreed by the parties);
g) System file loads (procedure, pricing, message, diagnosis, etc.);
h) Modification of severity edits; and
i) Other similar maintenance to existing EDS Systems functionality.
Modifications to maintain and update the EDS Systems in support of
HCCC's "core" ▇▇▇▇ Review product(s) will be performed in accordance with a
standard methodology which is mutually agreed upon by the parties and includes:
a) Automation of fee schedule pricing routines;
b) Automation of PPO pricing routines;
c) Automation of fee schedule rules and regulations;
d) Automation of other state regulated requirements,
including reporting;
e) Change of sorting sequences in any exception or
control report;
f) Correction of malfunctioning system logic;
g) Addition of information available in the database
on a report currently being produced;
h) Development and implementation of EDS Systems
modifications that increase revenue for both EDS and HCCC;
i) Development and implementation of EDS Systems
modifications requested by HCCC or HCCC's clients that are
required to retain existing business or are considered value
added services to attract prospective clients and are mutually
agreed upon by HCCC and EDS;
j) Development of new interfaces between the EDS
Systems and various HCCC and HCCC client systems which require
only minor changes to existing formats; and
k) Other mutually agreed upon EDS Systems
modifications.
6. Provide major EDS Systems modifications requested by HCCC. EDS may
request payment for such services from HCCC at EDS' usual and customary
fees or such other fees as the parties may agree upon. Major EDS Systems
modifications are modifications which are not included in Section 5 above
and which are substantial changes affecting the fundamental structure or
design of the EDS Systems. Major EDS Systems modifications will be
performed in accordance with a standard methodology which is mutually
agreed upon by the parties.
7. Subject to Section 12 of Schedule C, perform all EDS functions required
to implement fee schedule pricing values within thirty (30) days of fee
schedule receipt by HCCC, automate fee schedule rules and regulations
within sixty (60) days of fee schedule receipt by HCCC, and implement
billing infraction software revisions within ninety (90) days of fee
schedule receipt by HCCC, unless an alternate implementation schedule is
agreed upon by the parties.
D-2
28
8. Provide technical customer service support for System Lease Clients and
support to HCCC's training staff for training of System Lease Clients'
staff.
9. Conduct unit testing and integrated EDS Systems testing on all EDS
Systems modifications and load the EDS Systems modifications into the
model office environment upon successful completion of the unit testing.
10. Provide model office implementation dates for all EDS Systems
modifications within seven (7) business days after business requirements
have been completed and signed off by HCCC and EDS, unless an extended
time frame is mutually agreed upon; provided, however that the
implementation date provided by EDS may be revised if there is a
subsequent change in the business requirements.
11. Upon request by HCCC, prepare written material related to the EDS Systems
and the EDS Systems' functionality to be included in HCCC's responses to
Requests for Proposals (RFPs) in order to promote and market the EDS
Systems and services provided under this Agreement. EDS shall submit such
written material on or before the deadline included in HCCC's request.
12. HCCC and EDS acknowledge that TPS (as previously modified under the 1989
Agreement) has not been documented by HCCC and EDS. It is HCCC and EDS'
desire that both a Reports Manual and a System Design Definition Document
(collectively, the "TPS Documentation") which accurately reflect the
correct performance of the then-current version of TPS used by HCCC and
EDS under this Agreement be developed over time. To this end, EDS has
identified certain documentation for another version of TPS (the "Existing
TPS Documentation") that may be used, in part, by EDS to create the TPS
Documentation. Recognizing the substantial resources required to document
the version of TPS used by HCCC and EDS under this Agreement and HCCC and
EDS' limited resources available for such an effort, HCCC and EDS agree to
develop the TPS Documentation as system modifications and major system
modifications are developed under this Agreement. Under this approach,
HCCC and EDS will develop new or revised TPS Documentation for each such
modification and the affected base TPS program modules as such
modifications are being developed while extracting and using, to the
extent reasonably feasible, portions of the Existing TPS Documentation
applicable to the affected base TPS program modules. Such new or revised
TPS Documentation will include the associated business and technical
designs developed by HCCC and EDS and approved by the HCCC Manager through
the change system request ("CSR") process used by HCCC and EDS to develop
such modifications. Notwithstanding the foregoing, HCCC and EDS agree
that TPS Documentation for the following portions of the TPS will be
developed on or before March 1, 1997: the Injury Record Process, PPO
Pricing, Electronic Data Interchange Output Records,
D-3
29
HCCC Pre-Certification Recommendations/TPS Interface, the Huron
Application, the Fee Schedule and Pricing Subsystem, the Provider File
Application and the Client File Application (collectively
"Applications"). On or before ▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇ will prepare and
deliver to the HCCC Manager a comprehensive summary level project
work plan for the development of TPS Documentation for the Applications.
Furthermore, the HCCC Manager and the Account Manager shall meet at a
mutually agreed upon time no later than September 1, 1998 to: (i) review
what portions of the TPS have not yet been documented and (ii) negotiate
a schedule for completing TPS Documentation for such portions of the TPS,
it being acknowledged, however, that HCCC and EDS shall not document any
portions of the then-current version of TPS not being used by HCCC
and EDS under this Agreement.
EDS will provide HCCC one copy of the initial TPS Documentation (but not
the Existing TPS Documentation) in human-readable form. HCCC may copy
the TPS Documentation, in whole or in part, solely for HCCC's internal
business purposes. HCCC will retain and reproduce any copyright or
proprietary notices in their original form on all copies (including
partial copies) made by HCCC. The original and all complete and partial
copies of the TPS Documentation will be the sole property of EDS and will
be subject to the terms and conditions of this Agreement. On a scheduled
basis every third month after HCCC's receipt of the initial TPS
Documentation and on a non-scheduled basis at HCCC's reasonable request,
EDS will provide HCCC one copy of the then-current TPS Documentation in
human-readable form. Promptly following receipt of the then-current TPS
Documentation, HCCC will either return to EDS or destroy the prior
version of the TPS Documentation, including all complete and partial
copies thereof. Upon termination or expiration of this Agreement, HCCC
will return all TPS Documentation in its possession to EDS and certify to
EDS in writing the same has been returned, unless such documentation has
been licensed thereafter by HCCC pursuant to Section 7.5.
13. Store HCCC's medical ▇▇▇▇ history data on-line for a period of thirty-six
(36) months. Medical ▇▇▇▇ history data beyond thirty-six (36) months
shall be retained by EDS indefinitely in a storage medium determined by
EDS that permits timely access and retrieval of the data.
14. Store any magnetic tapes, disc packs, or other electronic media
containing HCCC data which may be in the possession or custody of EDS in
compliance with a retention schedule to be developed by the parties prior
to the Effective Date of this Agreement. The retention schedule may be
revised from time to time upon agreement of the parties. If any
applicable law or regulation requires retention of HCCC data beyond the
time specified in the retention schedule, EDS will comply with such
requirements upon mutually acceptable terms and conditions.
▇-▇
▇▇
▇▇. Provide HCCC with timely management decisions, information, and approvals
as reasonably required under this Agreement.
16. Comply with the service level guidelines set forth in Attachment 1 to
this Schedule D in performing services for all HCCC clients, except that
EDS will comply with the service level guidelines set forth in Attachment
2 to this Schedule D in performing services for Liberty Mutual Managed
Care, Inc.
17. Produce periodic reports of the services provided under this Agreement to
include, at a minimum, all reports listed on Attachment 3 to this Schedule
D or the functional equivalents of such report(s).
18. Provide the following services and capabilities in support of HCCC's
analytical needs through November 14, 1995. Thereafter, such services and
capabilities will be provided automatically on a year-to-year basis until
terminated by either party with at least ninety (90) calendar days written
notice prior to expiration of the then current period.
a) Initial training for HCCC's users identified to EDS from time to time
on the following:
(i) Time-sharing Option ("TSO") usage
(ii) Job Control Language ("JCL")
(iii) IPC Processing Standards
b) Assigning the users identified to EDS from time to time EDS*NET and
other applicable log-on identification numbers with appropriate access
codes.
c) Access to the IPC via EDS*NET at a minimum during the On-Line
Scheduled Hours of Availability set forth in Attachment I to this
Schedule D.
d) Access to applications resident in the IPC which EDS is not restricted
from providing HCCC access.
e) Access to applications resident in the IPC which EDS is restricted
from providing HCCC access after obtaining rights to permit HCCC access
or to applications not resident in the IPC after EDS obtains such
applications. However, EDS will make such "restricted" applications
available at a charge agreed upon by HCCC and EDS.
f) Transferring files between the mainframe and HCCC's personal
computers.
D-5
31
g) Data storage using Direct Access Storage Devices ("DASD") and
cartridge storage management through the use of EDS' tape management
system and DASD backup/storage functions.
h) Providing HCCC space resource management.
i) Technical support for job submissions and execution as reasonably
required including use of EDS' job scheduling system, support from the
EDS HCCC on-site account personnel for guidance and problem resolution,
mainframe SAS, JCL, and EDS utilities assistance, and access to the IPC
Help Desk twenty-four (24) hours a day.
j) Project assistance including project access code assignments,
tracking, and reporting, project account codes available as required, TSO
log-on identification numbers within twenty-four (24) hours upon EDS
receiving an authorized request, and monthly project accounting reports
by project detailing resource usage and charges.
k) Access to a configuration manager to assist in the control of source
programs and JCL.
19. Obtain the right under the master software license agreement between EDS
and GMIS, Inc. ("GMIS") to install GMIS' ClaimCheck P&C(R) claims auditing
system ("ClaimCheck P&C") for use by HCCC and System Lease Clients. A
description of ClaimCheck P&C, provided to EDS by GMIS, is set forth in
Attachment IV to this Schedule D. In conjunction with such use, EDS will
also:
a) Provide to HCCC reasonable notice in advance of any maintenance
releases to ClaimCheck P&C and install such releases as they are
made available to EDS by GMIS.
b) Provide to HCCC reasonable notice in advance of any new
ClaimCheck P&C products, modules, enhancements, or features that
may be provided by EDS and the terms, including price, upon which
EDS will provide services utilizing such new products, modules,
enhancements, or features.
c) Provide to HCCC one (1) copy of current versions of user
documentation for ClaimCheck P&C as such documentation is made
available to EDS by GMIS.
d) Maintain ClaimCheck P&C so that it operates in accordance with
the then-current user documentation for ClaimCheck P&C.
D-6
32
19.1 Special Terms and Conditions. EDS will include the following
provisions as obligations of GMIS under the master software license
agreement between EDS and GMIS:
a) GMIS will provide implementation and on-going support to EDS/HCCC
throughout the duration of HCCC's use of ClaimCheck P&C, including
updates required to reflect changes in applicable state laws and
regulations. GMIS will use its best efforts to provide such updates
to EDS within sixty (60) days after GMIS receives such changes, and in
any case, GMIS will provide such updates to EDS within ninety (90)
days after GMIS receives such changes. GMIS will diligently monitor
such changes, and will continue to subscribe to appropriate
publications, services, and mailings which provide notice of such
changes to GMIS and other interested parties. EDS or HCCC also may,
but are not required to, provide notice of such changes to GMIS. GMIS
will modify ClaimCheck P&C for HCCC as reasonably requested by HCCC
from time to time to customize such data base edits as cannot be
customized on-site by EDS or HCCC and occurring no more than once per
database release. HCCC will pay GMIS for such modifications at GMIS'
then-standard time and material rates, or as otherwise agreed in
writing by GMIS and HCCC. GMIS will complete, and deliver to EDS,
each such modification within one hundred twenty (120) days after GMIS
and HCCC agree on the specifications and charges for such
modification.
b) GMIS will, at no additional charge, provide standard documents and
information in connection with any pending or threatening litigation
involving claims for which HCCC used ClaimCheck P&C non-customized
logic. GMIS will respond to such requests for documents and
information within ten (10) business days after receipt thereof unless
physician review is required. If physician review is required, GMIS
will facilitate a timely review and keep EDS and HCCC updated on the
progress of the review. If HCCC requires GMIS to review case-specific
records, or to create case-specific documentation, or to appear in
connection with any pending or threatened litigation involving claims
for which HCCC used ClaimCheck P&C, GMIS will be reimbursed by HCCC
for reasonable cost of time, travel, and travel-related expenses
incurred by GMIS staff or one of its consultants.
19.2 Term of Use. Except as otherwise provided herein, HCCC will use
ClaimCheck P&C through June 30, 2000. HCCC and EDS may extend use of
ClaimCheck P&C thereafter by mutual agreement in writing. HCCC and EDS
may terminate use of ClaimCheck P&C at any time by mutual agreement in
writing. Notwithstanding the foregoing, EDS will provide HCCC with at
least sixty (60) days prior written notice that GMIS will discontinue
ClaimCheck P&C. In such
D-7
33
event, HCCC's use of ClaimCheck P&C hereunder also will terminate,
unless otherwise agreed by the parties.
19.3 Proprietary Rights and Confidentiality.
a) HCCC acknowledges that ClaimCheck P&C is the proprietary and
confidential property of GMIS, is not, nor will be, part of the EDS
Systems, and that HCCC will have no rights or interests therein except
as described in this Section 19. Violation in any material respect
of any provision of this Section 19.3 may cause irreparable injuries
to EDS, GMIS, or both, and EDS, GMIS, or both, will be entitled to
preliminary injunctive relief and other injunctive relief against any
such violation. Such injunctive relief will be in addition to, and in
no way in limitation of, any and all other remedies or rights to
recover damages EDS, GMIS, or both, will have at law or in equity for
the enforcement of this Section 19.3. Section 5.3 of this Agreement
applies with respect to ClaimCheck P&C.
b) EDS may provide to GMIS, and GMIS may retain, certain log file and
usage information concerning claims processed using ClaimCheck P&C,
subject to GMIS' obligation to maintain such information in confidence
and not to disclose such information without HCCC's prior written
consent.
c) The provisions of this Section 19.3 will survive termination or
expiration of this Agreement.
20. Investigate and correct System Errors according to the process set forth
in Sections 20.1 through 20.3 below. "System Errors" means deficiencies or
errors in a computer program within the EDS Systems that cause it not to
perform substantially in accordance with the then-current associated System
Documentation.
20.1 Notification to EDS by HCCC. The HCCC Manager will deliver to the
Account Manager a written statement and supporting documentation
describing in reasonable detail any suspected System Error. Critical
System Errors may initially be reported by the HCCC Manager via telephone
or in person.
20.2 Investigation and Correction. EDS will use reasonable efforts to
investigate the facts and circumstances related to the suspected System
Error. HCCC will cooperate fully with EDS' investigation. If this
investigation reveals the existence of a System Error, EDS will correct
the System Error or provide a workaround or alternative solution
acceptable to HCCC. A schedule for correcting each System Error and its
priority in relation to the completion of any other reported error will
be
D-8
34
mutually agreed upon by the HCCC Manager and the Account Manager.
20.3 Billable Investigations. If, on a frequent basis, EDS'
investigation reveals that no System Error exists, HCCC and EDS will
negotiate a reimbursement amount to be paid by HCCC for EDS'
investigation.
21. Except as provided in Section 4 of Schedule C, EDS shall provide and manage
the telecommunications network connections which provide access to the IPC(s)
from the offices of HCCC and System Lease Clients, including the necessary
communications lines and modems, interface equipment, terminals and other
equipment at the IPC(s) necessary to access and utilize the EDS
telecommunications network and EDS Systems. EDS reserves the right, but is not
obligated, to change or upgrade such connections during the term of this
Agreement. Changes or upgrades requested by HCCC may be provided by EDS upon
mutually agreeable terms and at EDS' usual and customary fees.
▇-▇
▇▇
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇ IV
CLAIMCHECK P&C(R) DESCRIPTION
ClaimCheck P&C, GMIS' clinically oriented claims auditing product, is a fully
automated cost containment program designed to analyze provider bills to ensure
that the correct state fee schedule or CPT-4 codes are used for reimbursement.
The system analyzes relationships between procedure codes and diagnoses, based
on state fee schedule, to determine whether or not the provider has billed
within state fee schedule (and/or CPT-4) guidelines. ClaimCheck P&C's on-line
editing capabilities are designed to detect many different types of code
manipulation practices. ClaimCheck P&C audits all surgical, medical,
radiology, pathology, and laboratory services using a database that includes
over five million auditing rules.
ClaimReview, a claims based utilization review module of ClaimCheck P&C,
evaluates procedures billed for relatedness, medical necessity, and
appropriateness and warns the claim's processor when special actions such as
pre-authorization are required. ClaimCheck P&C also has a comprehensive
reporting module which monitors cost savings and offers a profiling of provider
billing behavior as it relates to code gaming errors and/or billing
inaccuracies.
SOFTWARE FEATURES AND FUNCTIONS
The following is a descriptive summary of major auditing categories and unique
software features available in ClaimCheck P&C:
- Code Gaming Edits
+Mutually Exclusive Procedures ClaimCheck P&C identifies those
procedures which clinically should not
be done on the same patient during the
same treatment session.
+Incidental Procedures ClaimCheck P&C notifies the user when
a minor procedure has been billed as a
separate procedure when it is
clinically part of a major procedure
that has also been billed.
+Unbundled Procedures ClaimCheck P&C
evaluates the relationships between
procedure codes and determines which
comprehensive procedure code most
accurately represents all of the
procedure codes billed.
DIV-1
36
+Multi-Channel Laboratory
If the provider has billed for two or
more components Tests of multi-channel
tests, ClaimCheck P&C will either
rebundle the codes into the most
appropriate one or add the most
appropriate code.
- Single Code Edits
+Assistant Surgeon Based on the clinical intensity of the
procedure ClaimCheck P&C determines if
an assistant surgeon should or should
not be reimbursed or if further
information is needed to evaluate the
need for an assistant surgeon.
+Age & Sex
Based on the claimants' age and gender,
ClaimCheck P&C determines if the
appropriate code has been used. If
there is a more accurate code,
ClaimCheck P&C adds the appropriate
code.
+Cosmetic, Experimental and Claim Check P&C notifies the user of
unusual codes Obsolete Proceduresthat
have been submitted for payment. This
allows the user to implement additional
claims review procedures to assure
payment is accurate.
- Pre-and Post-Operative Editing ClaimCheck P&C will identify procedures
that have been billed as separate
procedures but should be included in
the global fee of the surgical service
which includes both the pre-operative
and post-operative visits.
- Bilateral Procedures
ClaimCheck P&C identifies whether or
not the use of the bilateral procedure
modifier is appropriate. Procedures
which cannot be done bilaterally are
identified.
- Clinical Duplicate Procedures ClaimCheck P&C identifies those
procedures which may appropriately
be performed multiple times in one
treatment session. Those procedures
which cannot be done multiple times in
one session are identified as
duplicates.
DIV-2
37
- State Modifiers
Unique state modifiers will be
recognized and used for the financial
editing functions currently available
(assistant surgeon modifiers 80, 81, 82
and multiple procedures modifier 51).
In addition, ClaimCheck P&C allows
users to determine if additional
payment is warranted for modifiers 24,
25, and 79 which report unrelated
services.
- History Based Editing
ClaimCheck P&C edits history passed to
ClaimCheck P&C for the following edit
types: pre- and post-op care,
duplicates and utilization review
guidelines.
- ClaimReview
ClaimReview will apply state
utilization review rules. Claims
(bills) will be flagged or denied when
treatment exceeds state fee schedule
guidelines. Rules can be edited based
on a variety of data elements including
provider specialty, frequency of
procedures, diagnosis, length of
treatment, etc.
- Smart Suspense
This tool allows the user to create
relationships between different types
of claims/▇▇▇▇ data. This capability
facilitates the implementation of
claims management policies and
procedures. Relationships can be
established between any of the
following GMIS defined data fields:
diagnosis, procedures, modifiers,
provider specialty plus two additional
fields which can be defined by the
user. Smart Suspense can suspend,
monitor or flag bills which contain
these relationships.
- Customization
ClaimCheck P&C's technological strength
is in its customization capabilities.
Individual edits can be adjusted by
state and/or customer to meet specific
needs of the state or claims
environment. The majority of
ClaimCheck P&C edits can be changed,
deleted, or new edits added on-site by
the user. The edits that cannot be
customized on-site can be customized by
GMIS.
DIV-3
38
- Financial Edits
+ Multiple Procedure Rules Relative value weights will be used by
ClaimCheck P&C to determine the
primary, secondary, and tertiary
procedures. The user will be warned
to adjust payment accordingly.
+ Assistant Surgeon ClaimCheck P&C notifies the user if
payment should be adjusted to reflect
the appropriate reimbursement for an
assistant surgeon.
DIV-4
39
SCHEDULE D
ATTACHMENT I
SERVICE LEVEL GUIDELINES FOR HCCC CLIENTS
1. EDS shall operate and maintain the TPS with the following service levels.
Performance statistics shall be captured by EDS and reported to HCCC by
the 15th day of the month following the measurement month or the next
business day should the 15th fall on a weekend or holiday.
A) PRODUCTION TPS AVAILABILITY. With respect to the production
version of the TPS, EDS shall maintain Availability (as defined
below) for each of the On-Line component and the Real Time Processor
("RTP") component of the TPS at a level such that the aggregate
number of hours of Availability of such components during each
calendar month are equal to at least 97% of the total of the On-Line
Scheduled Hours of Availability (as defined below) and the RTP
Scheduled Hours of Availability (as defined below) for such month.
EDS shall document such Availability (calculated to the nearest
one-tenth hour) and report it to HCCC on a monthly basis. HCCC may
request, on an exception basis, that EDS operate the On-Line and RTP
components of the production version of TPS at times outside the
scheduled hours. Such requests shall: (i) be made in writing at
least 24 hours in advance; (ii) be complied with by EDS to the
extent that they do not interfere with EDS' other commitments
pursuant to this Agreement or any other of EDS' data center or
customer operations; and (iii) not be included in the determination
of Availability.
B) PRODUCTION TPS AVERAGE ON-LINE RESPONSE TIME. With respect
to the production version of the TPS, EDS shall provide Average
On-Line Response Time (as defined below) during On-Line Scheduled
Hours of Availability equal to or less than three seconds. EDS
shall document and report to HCCC in summary format Average On-Line
Response Time for each calendar month.
C) PRODUCTION TPS AVERAGE RTP RESPONSE TIME. With respect to
the production version of the TPS, EDS shall provide Average RTP
Response Time (as defined below) during RTP Scheduled Hours of
Availability equal to or less than 10 seconds. EDS shall document
and report to HCCC in summary format Average RTP Response Time for
each calendar month.
D) NON-PRODUCTION TPS AVAILABILITY AND RESPONSE TIME. With
respect to the non-production version of the TPS (the "TPS Model
Office"), EDS shall use commercially reasonable efforts to (i)
maintain Availability for each of the On-Line component and the RTP
component of the TPS at a level such that the aggregate number of
hours of Availability for such components during each calendar month
are equal to at least 97% of the total Model Office Scheduled Hours
of Availability (as defined below) for such month, (ii) provide an
Average On-Line Response Time during the Model Office Scheduled
Hours of Availability equal to or less than three seconds and (iii)
provide an Average RTP Response
DI-1
40
Time during the Model Office Scheduled Hours of Availability equal
to or less than 10 seconds. Since the TPS Model Office is a
non-production environment, (i) EDS will not be required to document
and report associated Availability nor Response Time and (ii) EDS'
failure to actually achieve such Availability and Response Time
goals in any calendar month will not constitute a breach or default
by EDS.
If EDS is not in compliance with the monthly service levels set forth in
subsections a) through c) above during any 2 consecutive calendar months,
EDS will investigate and correct any deficiencies in EDS' service causing
such noncompliance as promptly as reasonably possible. When such
deficiencies have been corrected, EDS will so notify HCCC and demonstrate
compliance with such service levels over the next full calendar month.
2. DATA RECOVERY. EDS shall maintain data recovery procedures, capabilities
and processes which a reasonably prudent operator of a high volume,
computer based services organization would have in order to restore
operations within a reasonable time in the event of a disablement or
disaster occurring to its data processing facilities. HCCC client data
files will be recovered from the most recent set of backup files and
databases.
3. DATA SECURITY. HCCC client data and information shall be secure and the
TPS configured to restrict access by any third party including other HCCC
clients or users of the TPS. Access to HCCC client information shall be
within the direct control of the HCCC client to grant to a third party or
other HCCC clients or users of the TPS. Such access shall be granted
directly by the HCCC client through the use of TPS applications such as
but not limited to the Examiner File or if the HCCC client has provided
written permission for such access or use to EDS.
4. FOREIGN DATA. EDS understands that HCCC clients from time to time shall
provide data and information obtained from a third party ("Foreign Data")
for inclusion in the TPS and that this data and information are
proprietary to the third party. EDS shall take such steps as are
necessary to preserve Foreign Data under its control as it would any data
obtained from HCCC clients. EDS shall maintain the confidentiality of
Foreign Data including without limitation denying access to or use of such
files by HCCC or any other third party in any form or format unless the
HCCC client has itself granted access through TPS applications such as but
not limited to the Examiner File or the HCCC client has provided written
permission for such access or use to EDS.
5. DEFINITIONS. As used in this Attachment I to Schedule D:
a) "Availability" means the availability, from the EDS host
computer (including EDS' telecommunication network, but not
including HCCC's or the sender's telecommunications network or
equipment) of the On-Line component of the TPS or the RTP component
of the TPS, as the case may be, supported by EDS pursuant to this
Agreement.
DI-2
41
b) "Average On-Line Response Time" means, with respect to each
transaction submitted to EDS over the On-Line component of the TPS,
the average length of time (calculated over a calendar month period)
elapsed between the receipt by EDS at EDS' telecommunications
network boundary node of the last character of input from the sender
and the transmission by EDS from EDS' telecommunications network
boundary node of the first character of output to such sender.
Average On-Line Response Time does not include any response time
over the RTP component of the TPS.
c) "Average RTP Response Time" means, with respect to each
transaction submitted to EDS over the RTP component of the TPS, the
average length of time (calculated over a calendar month period)
elapsed between the receipt by EDS at EDS' telecommunications
network boundary node of the last character of input from the sender
and the transmission by EDS from EDS' telecommunications network
boundary node of the first character of output to such sender.
Average RTP Response Time does not include any response time over
the On-Line component of the TPS.
d) "Model Office Scheduled Hours of Availability" means 7:00
a.m. until 6:00 p.m. (Camp Hill, Pa. time), Monday through Friday,
and 7:00 a.m. until 4:00 p.m. (Camp Hill, Pa. time) Saturday.
e) "On-Line Scheduled Hours of Availability" means 6:00 a.m.
until 9:00 p.m. (Camp Hill, Pa. time), Monday through Friday, and
7:00 a.m. until 4:00 p.m. (Camp Hill, Pa. time), Saturday.
f) "RTP Scheduled Hours of Availability" means 6:00 a.m. until
8:30 p.m. (Camp Hill, Pa. time), Monday through Friday, and 7:00
a.m. until 4:00 p.m. (Camp Hill, Pa. time), Saturday.
Notwithstanding the foregoing, all above scheduled hours of availability
definitions shall exclude (i) periods of time during planned TPS downtime,
as mutually agreed upon by EDS and HCCC, (ii) periods of time for planned
major TPS equipment or software configurations and enhancements, as EDS may
notify HCCC, (iii) scheduled EDS Information Processing Center maintenance,
as EDS may notify HCCC, (iv) periods of time during which EDS is performing
TPS batch processing or other special production jobs at HCCC's request, (v)
the following holidays: New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day, and (vi) other holidays
mutually agreed upon by EDS and HCCC. In addition, EDS may exclude from the
calculation of any Availability any failure to meet any applicable
performance standard if, during, and to the extent that such failure is
related to (i) any matter constituting force majeure (as contemplated by
Section 11.9 of this Agreement), (ii) HCCC's failure to perform its
obligations under this Agreement, or (iii) any significant increases in
processing volumes or business statistics or any significant change in the
nature or scope of services provided under this Agreement (in each case
during a reasonable transition period to be agreed upon by EDS and HCCC.)
DI-3
42
SCHEDULE D
ATTACHMENT II
SERVICE LEVEL GUIDELINES FOR LIBERTY MUTUAL MANAGED CARE, INC.
1. EDS shall operate and maintain the TPS with the following additional
service levels applicable to Liberty Mutual business as set forth in that
certain agreement between HCCC and Liberty Mutual Managed Care, Inc. dated
January 1, 1995 (hereinafter "Liberty/HCCC Agreement"). Performance
statistics shall be captured by EDS and reported to HCCC by the fifteenth
day of the month following the measurement month or the next business day
should the fifteenth fall on a weekend or holiday.
a) PRODUCTION TPS AVAILABILITY. With respect to the production
version of the TPS, EDS shall maintain Availability (as defined
below) for each of the On-Line component and the Real Time Processor
("RTP") components of the TPS at a level such that (i) the aggregate
number of hours of Availability of such components during each
calendar month are equal to at least ninety-seven percent (97%) of
the total of the On-Line Scheduled Hours of Availability (as defined
below) and the RTP Scheduled Hours of Availability (as defined
below) for such month and (ii) the aggregate number of hours of
Availability of such components during the six (6) calendar month
period beginning on the first day of the calendar month immediately
following the calendar month in which the final Liberty central
billing unit has been implemented under the Liberty/HCCC Agreement
and each successive six (6) calendar month period are equal to at
least ninety-eight percent (98%) of the total of the On-Line
scheduled Hours of Availability and the RTP Scheduled Hours of
Availability for such time period. EDS shall document such
Availability (calculated to the nearest one-tenth hour) and report
it to HCCC on a monthly basis. HCCC may request, on an exception
basis, that EDS operate the On-Line and RTP components of the
production version of TPS at times outside the scheduled hours.
Such requests shall: (i) be made in writing at least twenty-four
(24) hours in advance; (ii) be complied with by EDS to the extent
that they do not interfere with EDS' other commitments pursuant to
this Agreement or any other of EDS' data center or customer
operations; and (iii) not be included in the determination of
Availability.
b) PRODUCTION TPS AVERAGE ON-LINE RESPONSE TIME. With respect
to the production version of the TPS, EDS shall provide Average
On-Line Response Time (as defined below) during On-Line Scheduled
Hours of Availability equal to or less than three (3) seconds. EDS
shall document and report to HCCC in summary format Average On-Line
Response Time for each calendar month.
c) PRODUCTION TPS AVERAGE RTP RESPONSE TIME. With respect to
the production versions of the TPS, EDS shall provide Average RTP
Response Time (as defined below) during RTP Scheduled Hours of
Availability equal to or less than ten (10) seconds. EDS shall
document and report to HCCC in summary format Average RTP Response
Time for each calendar month.
DII-1
43
d) NON-PRODUCTION TPS AVAILABILITY AND RESPONSE TIME. With
respect to the non-production version of the TPS (the "TPS Model
Office"), EDS shall use commercially reasonable efforts to (i)
maintain Availability for each of the On-Line component and the RTP
component of the TPS at a level such that the aggregate number of
hours of Availability for such components during each calendar month
are equal to at least ninety-seven percent (97%) of the total Model
Office Scheduled Hours of Availability (as defined below) for such
month, (ii) maintain Availability for each of the On-Line component
and the RTP component of the TPS at a level such that the aggregate
number of hours of Availability of such components during the six
(6) calendar month period beginning on the first day of the calendar
month immediately following the calendar month in which the final
Liberty central billing unit has been implemented under the
Liberty/HCCC Agreement and each successive six (6) calendar month
period are equal to at least ninety-eight percent (98%) of the total
of the On-Line Scheduled Hours of Availability and the RTP Scheduled
Hours of Availability for such time period, (iii) provide an Average
On-Line Response Time during the Model Office Scheduled Hours of
Availability equal to or less than three seconds and (iv) provide an
Average RTP Response Time during the Model Office Scheduled Hours of
Availability equal to or less than ten (10) seconds. Since the TPS
Model Office is a non-production environment, (i) EDS will not be
required to document and report associated Availability nor Response
Time and (ii) EDS' failure to actually achieve such Availability and
Response Time goals in any calendar month will not constitute a
breach or default by EDS.
If EDS is not in compliance with the monthly service levels set forth in
subsections a) through c) above during any two (2) consecutive calendar
months or the semi-annual service level set forth in subsection a) above,
EDS will investigate and correct any deficiencies in EDS' service causing
such noncompliance as promptly as reasonably possible. When such
deficiencies have been corrected, EDS will so notify HCCC and demonstrate
compliance with such service levels over the next full calendar month or
semi-annual period, as the case may be.
2. DATA RECOVERY. EDS shall maintain data recovery procedures, capabilities
and processes which a reasonably prudent operator of a high volume,
computer based services organization would have in order to restore
operations within a reasonable time in the event of a disablement or
disaster occurring to its data processing facilities. Liberty data files
will be recovered from the most recent set of backup files and databases.
EDS shall maintain procedures to separate and restore individual customer
data and files where data from multiple customers are stored within common
databases.
3. DATA SECURITY. Liberty data and information shall be secure and the TPS
configured to restrict access by any third party including other customers
or users of the TPS. Access to Liberty information shall be within the
direct control of Liberty to grant to a third party or other customers or
users of the TPS. Such access shall be granted directly by Liberty
through the use of TPS applications such as but not limited to the
Examiner File or if Liberty has provided written permission for such
access or use to EDS.
DII-2
44
4. FOREIGN DATA. EDS understands that Liberty from time to time shall
provide data and information obtained from a third party ("Foreign Data")
for inclusion in the TPS and that this data and information are
proprietary to the third pary. Such third parties shall include but not
be limited to Foreign Networks as that term is used in the Liberty/HCCC
Agreement. EDS shall take such steps as are necessary to preserve foreign
data under its control as it would any data obtained from Liberty. EDS
shall maintain the confidentiality of foreign data including without
limitation denying access to or use of such files by HCCC or any other
third party in any form or format unless Liberty has itself granted access
through TPS application such as but not limited to the Examiner File or
Liberty has provided written permission for such access or use to EDS.
5. AUDIT. Upon at least thirty (30) days' prior written notice from HCCC,
EDS will provide to Liberty and its auditors and regulators access during
regular business hours to any EDS facility that is used to provide service
to Liberty under these Service Level Guidelines and data and records which
directly relate thereto our support such service. None of such audits
shall extend longer than five (5) consecutive business days. Such access
shall be limited to performing an audit of data related to Liberty and its
business, to verify the integrity of data owned by Liberty and to examine
the systems that support such data, including to the extent directly
applicable to EDS' provision of such services, audits of (i) systems, (ii)
general controls and security procedures, and (iii) disaster recovery
procedures. Liberty will not be entitled to audit (i) EDS financial
information, (ii) services, facilities or functions that do not directly
relate to or support services provided to Liberty, or (iii) information
regarding other EDS customers. Liberty must comply with all reasonable
security and confidentiality procedures established by EDS at any facility
to which access is granted. Audits will not unreasonably interfere with
EDS' normal business operations. HCCC shall pay EDS at its then current
commercial billing rates for any EDS assistance reasonably required by
Liberty and its auditors and regulators in connection with any such audit.
6. DEFINITIONS. As used in this Attachment II to Schedule D:
a) "Availability" means the availability, from the EDS host
computer (including EDS' telecommunication network, but not
including HCCC's or the sender's telecommunications network
equipment) of the On-Line component of the TPS or the RTP component
of the TPS, as the case may be, supported by EDS pursuant to this
Agreement.
b) "Average On-Line Response Time" means, with respect to each
transaction submitted to EDS over the On-Line component of the TPS,
the average length of time (calculated over a calendar month period)
elapsed between the receipt by EDS at EDS' telecommunications
network boundary node of the last character of input from the sender
and the transmission by EDS from EDS' telecommunications network
boundary node of the first character of output to such sender.
Average On-Line Response Time does not include any response time
over the RTP component of the TPS.
DII-3
45
c) "Average RTP Response Time" means, with respect to each
transaction submitted to EDS over the RTP component of the TPS, the
average length of time (calculated over a calendar month period)
elapsed between the receipt by EDS at EDS' telecommunications
network boundary node of the last character of input from the sender
and the transmission by EDS from EDS' telecommunications network
boundary node of the first character of output to such sender.
Average RTP Response Time does not include any response time over
the On-Line component of the TPS.
d) "Model Office Scheduled Hours of Availability" means 7:00
a.m. until 6:00 p.m. (Camp Hill, PA time), Monday through Friday,
and 7:00 a.m. until 4:00 p.m. (Camp Hill, PA time) Saturday.
e) "On-Line Scheduled Hours of Availability" means 6:00 a.m.
until 9:00 p.m. (Camp Hill, PA time), Monday through Friday, and
7:00 a.m. until 4:00 p.m. (Camp Hill, PA time), Saturday.
f) "RTP Scheduled Hours of Availability" means 6:00 a.m. until
8:30 p.m.(Camp Hill, PA time), Monday through Friday, and 7:00 a.m.
until 4:00 p.m. (Camp Hill, PA time), Saturday.
Notwithstanding the foregoing, all above scheduled hours of availability
definitions shall exclude (i) periods of time during planned TPS
downtime, as mutually agreed upon by EDS and HCCC, (ii) periods of time
for planned major TPS equipment or software configurations and
enhancements, as EDS may notify HCCC, (iii) scheduled EDS Information
Process Center maintenance, as EDS may notify HCCC, (iv) periods of time
during which EDS is performing TPS batch processing or other special
production jobs at HCCC's request, (v) the following holidays: New Year's
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day, and (vi) other holidays mutually agreed upon by EDS and
HCCC. In addition, EDS may exclude from the calculation of any
Availability any failure to meet any applicable performance standard if,
during, and to the extent that such failure is related to (i) any matter
constituting force majeure (as contemplated by Section 11.9 of this
Agreement), (ii) HCCC's failure to perform its obligations under this
Agreement, or (iii) any significant increases in processing volumes or
business statistics or any significant change in the nature or scope of
services provided under this Agreement (in each case during a reasonable
transition period to be agreed upon by EDS and HCCC).
DII-4
46
SCHEDULE D
ATTACHMENT III
REPORTS
I. SYSTEM CONTROL REPORTS
317 DAILY CLAIMS FLOW REPORT
This report contains three sections: 1) daily claims flow; 2) daily
claims input analysis; and 3) inventory by line of business.
318 DAILY MANAGEMENT SUMMARY REPORT
This report gives a trend in the magnitude of the ▇▇▇▇ inventory, current
activity, and claim cycle.
319 BATCH ACCEPTANCE REPORT
This report lists all activated batches which were received as initial
input during the current cycle day.
328 DAILY CONDITION CODE ANALYSIS REPORT
This report gives the number of times a given condition (example:
edit/audit) was set for the cycle.
▇▇▇ ▇▇▇▇▇ ▇▇▇ UTILIZATION SUMMARY REPORT
Shows bills processed by real-time processing (RTP).
350 AGE OF CLAIMS IN SYSTEM REPORT
This report is formatted by processing location and the inventory in
these locations divided by user defined system age categories.
351 AGE OF CLAIMS IN LOCATION REPORT
This report is formatted by processing location and the inventory in
these locations is divided by location age categories.
352 CLAIMS AGED ITEM REPORT
This report lists ▇▇▇▇ information for every claim which has reached the
System or location overage parameters and is dependent on the 350 and 351
reports.
356 GROUP PENDING CLAIMS REPORT
This report identifies all suspended bills for select clients as
designated by CLIENT.
359 DAILY CLAIMS RESUSPENSION REPORT
This report lists all bills that suspended after initial corrections were
applied
DIII-1
47
to the suspense error set in a previous cycle.
372 DAILY BATCH CONTROL REPORT
This report identifies batches activated in each of the initial entry
locations during the current cycle for which the entering of bills has
not been completed, started or placed on hold.
MCBSR460 RTCP ACCEPTED DATA CORRECTION REPORT
This report shows all of the real time data corrections which were
accepted during the nightly cycle.
MCBSA810 WEEKLY TURNAROUND REPORT
This report includes all finalized bills and the time frame within which
they were processed.
II. PRODUCTIVITY REPORTS
Two reports are generated which reflect examiner productivity:
MCBSA960 WEEKLY EXAMINER PRODUCTIVITY REPORT
This report shows productivity statistics for the EBA and FDE
applications.
MCBSA970 MONTHLY EXAMINER PRODUCTIVITY REPORT
This report shows the same statistics as above on a monthly basis.
III. MAINTENANCE REPORTS
MCBSNPRZ WEEKLY PROVIDER MAINTENANCE REPORT
This report identifies productivity statistics for Provider File
maintenance activities performed by predetermined examiners.
OUCHPROV PROVIDER ERROR REPORT
This report lists errors identified in Provider File maintenance
activities by provider number and error message.
MCBSPZ95 PRICING FILE MAINTENANCE REPORT
This report lists pricing file maintenance transactions input and the
disposition of these transactions.
DIII-2
48
IV. FINANCIAL REPORTS
EOR Documents
Explanation of Review documents are produced for each finalized ▇▇▇▇.
V. REVENUE CALCULATIONS REPORT
SAVINGS REPORT
Identifies HCCC revenue based on CLIENT use of the system.
DIII-3
49
SCHEDULE E
PRICING FOR EDS SERVICES
I. CALCULATION OF ▇▇▇▇ VOLUME
For fees based on ▇▇▇▇ Volume, "▇▇▇▇ Volume" means the total number of
Bills finalized by the EDS Systems monthly for all clients of HCCC
including both Service Bureau Clients and System Lease Clients. ▇▇▇▇
Volume shall also include, without limitation, all Liberty Mutual
Managed Care, Inc. ("Liberty") Bills and American International Group
("AIG") pre-cycle and cycle Bills and shall exclude adjustments. Also,
if that certain Workers' Compensation Client Contract between HCCC and
Liberty, effective January 1, 1995 ("Liberty/HCCC Agreement"), is
terminated and either (i) EDS commences providing services to Liberty
pursuant to that certain Workers' Compensation Client Contract, dated as
of June 21, 1995, between EDS and Liberty or (ii) EDS enters into another
direct contract with Liberty, all Bills processed for Liberty by the EDS
Systems or by a separate autonomous system developed for and dedicated to
Liberty will continue to be included in the calculation of ▇▇▇▇ Volume
during the remaining term and any renewal terms(s) of this Agreement.
II. FEES
On a monthly basis, HCCC will pay EDS a per ▇▇▇▇ fee based on ▇▇▇▇ Volume
for such month plus a percentage of AFFORDABLE PPO Savings. The fee
schedule for all HCCC clients, except Liberty, is as follows:
A. ▇▇▇▇ VOLUMES BELOW 400,000/MONTH
For any month in which the total ▇▇▇▇ Volume is below 400,000, HCCC will
pay EDS monthly fees according to the following schedule:
PERCENTAGE OF
VOLUME PER ▇▇▇▇ ▇▇▇▇▇(1) AFFORDABLE PPO SAVINGS
------ --------------- ----------------------
First 149,999 $2.580 1.5%
Each ▇▇▇▇ over 149,999 $1.372 1.5%
B. ▇▇▇▇ VOLUMES OF 400,000 OR MORE/MONTH
For any month in which the total ▇▇▇▇ Volume is 400,000 or more, HCCC
will pay
------------
(1) CPI adjustments for the per ▇▇▇▇ prices are subject to the provisions
of Section X of this Schedule E.
E-1
50
EDS monthly fees according to the following schedule:
PERCENTAGE OF
VOLUME PER ▇▇▇▇ ▇▇▇▇▇(1) AFFORDABLE PPO SAVINGS
------ --------------- ----------------------
First 149,999 $2.580 1.5%
Each ▇▇▇▇ over 149,999 $1.250 1.5%
III. LIBERTY SYSTEM FEES
HCCC will pay EDS a fee of $1.225(1) per ▇▇▇▇ plus one percent (1%) of
AFFORDABLE PPO Savings for Liberty Bills finalized by the EDS Systems
while the Liberty/HCCC Agreement is in effect.
IV. FOREIGN NETWORK FEES
HCCC will pay EDS forty percent (40%) of any percentage of Foreign PPO
Savings fees received by HCCC. For purposes of this Schedule E,
Foreign PPO shall mean any network other than an AFFORDABLE Medical
Network, for which the EDS Systems is utilized by an HCCC client.
V. PERCENTAGE OF PPO SAVINGS CALCULATION
For the purpose of this Schedule E, the percentage of PPO savings for the
AFFORDABLE PPO under Sections II and III and Foreign PPOs under Section
IV shall be calculated as the difference between the recommended provider
payment amount before the application of network contract pricing and the
final recommended payment amount following application of network
contract pricing. The application of network contract pricing
sequentially follows the recommended provider payment amount determined
by duplicate detection, state fee schedules or usual and customary rates,
and enhanced edits/audits.
VI. REALTIME CHARGES
HCCC will pay EDS the following charges for all data submissions unless
otherwise agreed by EDS:
SUBMISSION TYPE PRICE PER SUBMISSION
---------------- --------------------
FDE Submission (▇▇▇▇ Entry) $0.36
Adjs/EBA (▇▇▇▇ Adjudication)/Initial Submission $0.29
Adjs/EBA (▇▇▇▇ Adjudication)/Second and Subsequent Pass(es) $0.15
▇-▇
▇▇
▇▇▇. QUARTERLY MINIMUM PAYMENT
For each quarter, HCCC shall pay to EDS, pursuant to Sections II, III
and IV of this Schedule, at least the sum of Five Hundred and
Twenty-six Thousand and Seventeen Dollars ($526,017.00) (as adjusted
by Section 6.7 of this Agreement) (the "Quarterly Minimum Payment").
The parties acknowledge their intent that the quarterly periods to be
calculated under this Section carry-over from the 1989 Agreement, i.e.
the first quarterly period under this Agreement shall be deemed to be
the period commencing July 1, 1995 and ending September 30, 1995.
Furthermore, the charges paid by HCCC under the 1989 Agreement
applicable to the quarterly minimum payment for such period shall be
added to the charges paid by HCCC pursuant to Sections II, III and IV
of this Schedule to determine whether or not HCCC has met the
quarterly minimum payment for such period. If, at the
end of any quarter, HCCC has paid less than the Quarterly Minimum
Payment (as adjusted), EDS shall invoice and HCCC shall pay
the difference between the Quarterly Minimum Payment (as adjusted) and
the actual amounts paid pursuant to Sections II, III, and IV of this
Schedule E. EDS shall invoice and HCCC shall pay on the first day of
each month for services to be provided that month 16.6% of the
Quarterly Minimum Payment (as adjusted). In the event that, during
any twelve (12) successive quarters, EDS receives no more than the
Minimum Quarterly Payment (as adjusted) during nine (9) or more
quarters, either party may initiate good faith negotiations for a
modification to this Agreement. The party desiring to initiate such
negotiation shall notify the other party in writing no later than
fifteen (15) days after the receipt by EDS of payment for such ninth
month. Both parties then shall enter into good faith negotiations for
possible modification of this Agreement. However, in the case that
the parties are unable to reach agreement on appropriate modifications,
this Agreement shall continue in effect as is.
VIII. INFORM FEES
A. PAYMENT
Each month HCCC will pay EDS for data storage and space resource
management utilization for the preceding month based on the Storage
Rates set forth below.
At the beginning of each calendar quarter EDS will determine a
Monthly Allowance that will be in effect for such quarter. Each
month HCCC will pay EDS the amount by which the Machine Usage Amount
(as defined below) for the preceding month exceeds the Total
Allowance Available (as defined below) for such preceding month.
▇-▇
▇▇
▇. ▇▇▇▇▇▇▇ TIME RATES
Each month, HCCC will pay EDS the following fees for machine time:
CPU Minute (Prime Time) $11.264
CPU Minute (Off Shift) $6.984
Tape Mount (per mount) $0.701
Prime Time is defined as 3:00:00 a.m. to 2:59:59 p.m. Pacific
Standard Time (PST). Off Shift is defined as 3:00:00 p.m. to 2:59:59
a.m. PST. Jobs that span Prime Time and Off Shift time periods will
be prorated to then applicable rates. CPU time covers both multiple
virtual storage (MVS) / enterprise system architecture (ESA) and TSO
time usage.
C. STORAGE RATES
Each month, HCCC will pay EDS the following fees for storage:
Cartridge (On site per day) $0.070
Cartridge (Off site per day - DRA) $0.042
Reel Storage (On site per day) $0.131
DASD (per megabyte per day) $0.041
Permanent DASD Pack - 1.6GB $1,617.752
(3090 Mod 2 Pack per month)
Permanent DASD is billed at the above rate times the fix storage
requirements whether it is used or not. All ▇▇▇▇▇▇▇▇ occur based on
actual usage. Therefore, a 1 MB file retained for 1 day would ▇▇▇▇
$0.041 at month end.
D. DEFINITIONS
For purposes of this Section VIII of Schedule E, the following
definitions shall apply:
"Average EDS Monthly Claim Processing Revenue" shall mean the amount
equal to amount billed for standard claim processing plus the amount
billed for use of the Real Time Processor for three calendar months
divided by three.
E-4
53
"Carry Over Credit" shall mean, for any month, the unused Monthly
allowance for such month. However, for any month, the Carry Over
Credit shall not exceed an amount equal to the average of the Monthly
Allowances from the beginning of the Reporting Period through and
including the month in question. Furthermore, the Carry Over Credit
shall not roll from one Reporting Period to the next. Therefore the
Carry Over Credit will be set to zero (0) for the first month of each
Reporting Period.
" Machine Usage Amount" shall mean the cost of machine usage based on
applicable EDS*INFORM and other AD HOC requests applied at the
Machine Time Rates set forth above. Applicable jobs will include
defined standard reports, ad hoc report requests, requests for data
extractions and other jobs necessary to produce the required results.
Machine Usage Amount shall include machine usage time for jobs
created or executed by EDS personnel and agreed to by HCCC.
"Monthly Allowance" shall mean the amount equal to one and one half
percent (.015) times the Average Monthly Claim Processing Revenue
during the calendar quarter preceding the time period for which such
allowance will be in effect, as verified and accepted by HCCC.
"Reporting Period" shall mean the twelve (12) month period from March
1st through the last day of February of the succeeding calendar year.
"Total Allowance Available" shall mean the sum of the Monthly
Allowance for such month and the Carry Over Credit, if any, from the
preceding month.
E. EXAMPLE
Below is an example, for illustration purposes only, of calculating
monthly inform fees.
CLAIM CARRY TOTAL MACHINE PAYMENT CARRY
CALENDAR PROC. MONTHLY OVER ALLOWANCE USAGE DUE OVER
MONTH REVENUE ALLOW. CREDIT AVAILABLE AMOUNT EDS CAP
OCT-95 $137,000 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
NOV-95 145,000 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
DEC-95 140,000 ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇ ▇/▇
JAN-96 150,000 $2,110 $0 $2,110 $2,100 N/A $2,110
FEB-96 180,000 2,110 10 2,120 1,000 $0 2,110
REPORTING
TOTALS PERIOD 3,100 0
======= =======
E-5
54
CLAIM CARRY TOTAL MACHINE PAYMENT CARRY
CALENDAR PROC. MONTHLY OVER ALLOWANCE USAGE DUE OVER
MONTH REVENUE ALLOW. CREDIT AVAILABLE AMOUNT EDS CAP
MAR-96 210,000 2,110 0 2,110 4,784 2,674 2,110
APR-96 245,000 2,700 0 2,700 3,496 796 2,405
MAY-96 260,000 2,700 0 2,700 2,200 0 2,503
JUN-96 268,000 2,700 500 3,200 5,034 1,834 2,553
JUL-96 310,000 3,865 0 3,865 500 0 2,815
AUG-96 340,000 3,865 2,990 6,855 6,920 65 2,990*
SEP-96 350,000 3,865 0 3,865 4,975 1,110 3,115
OCT-96 380,000 5,000 0 5,000 1,000 0 3,351
NOV-96 400,000 5,000 3,534 8,534 9,367 833 3,534*
DEC-96 420,000 5,000 0 5,000 5,907 907 3,681
JAN-97 450,000 6,000 0 6,000 4,581 0 3,891
FEB-97 480,000 6,000 1,419 7,419 4,795 0 4,067
REPORTING
TOTALS PERIOD 56,659 8,218
======= =======
MAR-97 450,000 6,000 0 6,000 6,490 490 6,000
APR-97 460,000 6,900 0 6,900 4,291 0 6,450
MAY-97 470,000 6,900 2,609 9,509 5,014 0 6,600
JUN-97 485,000 6,900 4,495 11,395 9,752 0 6,675
JUL-97 510,000 7,075 1,643 8,718 5,399 0 6,755
AUG-97 495,000 7,075 3,319 10,394 12,338 1,984 6,808
* CAPPED
IX. OTHER FEES
A. CONNECTION FEES.
Each month, HCCC shall pay EDS fees for terminal connections as follows:
SERVICE FEE
--------------------------------- ---------
Remote Site Connectivity
(Terminal Only)
9.6 Line $596.26
19.2 Line $743.13
E-6
55
Custom Network Integration
(CPU to CPU Communications)
AIG - 56kb (Special Decrementing) $3,009.79
MedTrac - 19.2 (Decrementing) $1,022.00
The above fees are subject to discounts for terminal connection sites
that process Bills through the node based on the ▇▇▇▇ Volume processed
through the node. The following discounts apply:
AVERAGE ▇▇▇▇ VOLUME/DAY DISCOUNT APPLIED
--------------------------------- ----------------
0 - 500 0%
501 - 800 25%
801 - 1,000 50%
1,001 - + 100%
The following discounts apply to the AIG 56kb connection:
AVERAGE ▇▇▇▇ VOLUME/DAY DISCOUNT APPLIED
----------------------- ----------------
0 - 1,500 0%
1,501 - 2,400 25%
2,401 - 3,000 50%
3,001 - + 100%
Unless otherwise specified, custom network integrations are not subject to
discount unless ▇▇▇▇ input volume processes through the node.
B. MISCELLANEOUS
Each month, HCCC shall pay EDS fees for miscellaneous services as follows:
Print Charges (per Page) $0.0389
Mantime Rates per hour $82.39
Connectivity Public Circuits Competitive Price
Equipment Competitive Price
Print Delivery Competitive Price
Dial Up Competitive Price
E-7
56
C. GMIS LICENSE
The license which permits use of the GMIS software by HCCC set forth in
Section 19 of Schedule D is subject to the following pricing and payment
terms:
a) HCCC shall pay eighty percent (80%) and EDS shall pay twenty percent
(20%) of the annual GMIS license fee, which is fixed at $125,000 for the
term of the GMIS License Agreement. In addition to this annual GMIS
license fee, there will be an annual incentive license payment if
demonstrated savings generated by the ClaimCheck P&C exceed 5.0%. The
incentive license payment will be based on demonstrated savings generated
by the ClaimCheck P&C as measured over the four month period of March
through June of each calendar year and will be determined annually
following such measurement period by identifying the total incentive
payment amount associated with the actual demonstrated percentage of
savings as set forth below:
DEMONSTRATED SAVINGS TOTAL INCENTIVE PAYMENT AMOUNT
Less than or equal to 5.0% $0
5.1% through 7.5% $40,000
7.6% through 10.0% $50,000
10.1% + $60,000
HCCC shall pay eighty percent (80%) and EDS shall pay twenty percent (20%) of
any incentive license payment due GMIS. EDS will pay GMIS in full upon receipt
of an invoice and will rebill HCCC for the eighty percent (80%) amount.
b) EDS will not charge for the time and materials needed to install or
update the standard GMIS product. Special customization requests may be
subject to charges under this Agreement depending upon the nature of the
request.
X. CPI ADJUSTMENT
The fees set forth in this Schedule E (including the quarterly minimum payment,
but excluding the percentage of PPO savings and the license fees for the GMIS
software) shall be subject to CPI adjustments as set forth in Section 6.7 of
this Agreement, except that the $2.580 per ▇▇▇▇ ▇▇▇▇▇ set forth in Subsections
A and B of Section II will not be adjusted for CPI until January 2001 and the
$1.372, $1.250 and $1.225 per ▇▇▇▇ prices set forth in Subsections A and B of
Section II and in Section III will not be adjusted for CPI until January 1997.
The per ▇▇▇▇ prices subject to CPI increases in January will not be subject to
the August 1 adjustments set forth in Section 6.7 and will be adjusted annually
on each January 1 following the first year in which such prices are subject to
CPI adjustments. For such deferred adjustments, the Base Index to be used
shall be June 1, 1995.
E-8