HomeMy WebLinkAboutRES 93-215 �73 - 45-
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF BEAUMONT:
THAT the City Manager be and he is hereby authorized to enter into a contract with
Memorial Health Network,Inc.DB/A Memorial HealthNet to provide claims administration
for the City's medical insurance program. The contract is substantially in the form of Exhibit
"A" attached hereto.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 51A,& day
of 1993.
- Mayor -
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ADMINISTRATIVE AND CASE MANAGEMENT
SERVICES AGREEMENT
EXHIBIT "A"
ADMINISTRATIVE AND CASE MANAGEMENT SERVICES AGREEMENT
This Agreement is entered into this st day of 1993,
between , whose address
is (hereinafter referred
to as the 'Employer") and Memorial Health Network, Inc. , a Texas
corporation whose address is 9494 Southwest Freeway, Box 500,
Houston, Texas 77074, (hereinafter referred to as "HealthNet") to
be effective on , 1993.
WHEREAS, the Employer has adopted an employee health benefit plan
known as the Employee Benefit Plan
("Plan") for certain employees and their dependents; and
WHEREAS, the Employer has requested HealthNet to provide
administrative services for the Plan, and HealthNet has agreed to
provide such services for the Plan, in accordance with the terms of
this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained in this Agreement and other goods and valuable
considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows :
DEFINITIONS
A. "Benefits" as used herein shall be defined as those medical or
health care services and resulting expenses of Covered Persons
reimbursed or paid for by the Employer.
B. "Case Management Services" as used herein shall refer to
Preadmission Evaluation and Continued Stay Review, and any other
services set forth in this Agreement necessarily associated with
same.
C. "Continued Stay Review" as used herein- shall be defined as a
form of patient care review which will occur during the Covered
Person's hospitalization and will consist of a review of the
medical necessity for hospitalizations longer than the
originally recommended length of stay for purposes of
reimbursement or payment by the Employer.
D. "Covered Persons" as used herein shall mean those employees of
the Employer, and their dependents as described in the Plan, who
are covered under the Plan for health benefit claims with
respect to which HealthNet has mutually agreed with the Employer
to provide the services hereunder.
E, "Discharge Pl anni of i nedd as an eevaluation of Mnpatientt'ac to care
herein shall be de
admissions to identify patients for whom treatment in an
alternative setting is appropriate for the individual patients'
needs and of acceptable quality.
"Plan" as used herein shall refer to the employee health benefit
F. plan of the Employer, and any subsequent amendments or changes
thereto.
' G. "Plan Document" as used herein shall refer to the copy of the
Plan which is currently in effect.
H. "Preadmission Evaluation" as used herein shall be defined as an
evaluation of the medical necessity and length of stay
assignment of a proposed inpatient hospital admission of a
Covered Person for purposes of reimbursement or payment by the
Employer.
I . "Reimbursement Criteria" as used herein , shall refer to the
benefits provisions of the Plan Document.
J . "Second Surgical Opinion" as used herein shall mean a service in
which HealthNet coordinates the securing of a timely and
appropriate second medical opinion when a non-emergency elective
surgical procedure is recommended by the treating surgeon .
K. "Med Value" as used herein shall refer to the most recent
published standards of the Med Value applicable to review of
hospitalizations .
1 L. "Unfavorable Recommendation" as used herein shall refer to a
recommendation or determination for purposes of reimbursement or
' payment by the Employer that proposed admission to or continued
stay in a hospital does not meet reimbursement criteria.
' M. "Working Day" as used herein shall be defined as any one day,
Monday through Friday, excluding holidays observed by HealthNet.
N. "Complete claim" as used herein shall be defined as HealthNet
having obtained or being provided with all information necessary
to, process a claim.
SECTION 1 - ADMINISTRATIVE SERVICES
HealthNet shall provide the Employer with the following services as
t reasonably required for the administration and operation of the Plan
in accordance with the terms and provisions set forth in the Plan
Document and such amendments thereto and in accordance with this
Agreement:
A. Development, Communication, and Installation
1 . Recommendations as to initial development and design of the
i Plan and Plan Document and future revisions thereof.
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2. Provide assistance in the enrollment and communication
process as requested by Employer. The responsibilit of
conducting enrollment meetings and obtaining competed
enrollment forms is the Employer's.
3. Assistance in preparation of employee communications
material related to the Plan.
4. Preparation of benefit booklets for each employee.
Printing and duplicating costs will be at the Employer's
expense.
5. Design and provide medical coverage identification cards
for Covered Persons .
6. Development and design of forms and procedures for
processing requests for Benefits payments .
B. Reports and Records
1. Preparation of such accounting reports as are reasonably
necessary for the financial management and administrative
control of the Plan including:
a. projections of initial and renewal unit cost and total
cost;
b. listings of Benefits paid, grouped by Covered Person
and by health care provider;
C. coordination of Benefits;
d. reasonable and customary charge guidelines as
promulgated by HIAA Data Bank or by such other
organization as HealthNet shall determine to be
appropriate;
e. stop loss reports showing the relationship of Benefits
paid to stop loss insurance coverage, on both:
1. ) case level (aggregate) , and
2. ) Covered Person level (individual ) if purchased;
and
f. such other reports mutuall agreed to in writing
between the Employer and HeOthNet in accord with this
Agreement.
2. Assistance with preparation of any Summary Plan
Description, Summary Annual Report or other items required
for reporting and disclosure under Title I , Part I of the
Employee Retirement Income Security Act of 1974.
C. HealthNet shall for a fee provide the Employer with other
special services to which the parties mutually agree in writing
in accord with this Agreement.
1 D. Benefit Payments
1 . HealthNet shall , in accordance with the terms of the Plan
Document and such amendments thereto and in accord with
this Agreement:
a. process Benefits claims with respect to Covered
Persons and determine the amount due and payable with
respect thereto. Process and payment of 80% of all
complete clean claims shall be accomplished within ten
(10) working da s after receipt of all information
required to comp?Y to the claim.
b. process any written requests , issues or comments
received from Covered Persons on appeals of denied
Benefits and forward the information to the Employer
for review and decision; j
C. upon receipt of the Employer's decision on Benefits
appeals, calculate any amount due and payable and make
payment or issue a denial notice, all in accordance
with written instructions of the Employer;
d. issue checks drawn on the Claims Account in payment of
Benefits to Covered Persons or to such other person or
assignee entitled thereto as instructed by the
Employer;
e. submit monthly reports of Benefits payments made on
behalf of Employer; and
f. maintain as confidential pursuant to applicable state
and federal law all Benefits payments, reports, and
other information and material furnished, obtained or
developed in regard to its services under this
Agreement.
2. When so directed by the Employer in writing, HealthNet
shall suspend payment of Benefits to one or more Covered
Persons until resumption of such payments is authorized in
writing by the Employer.
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3. HealthNet shall maintain for a period of seven (7) years
from the date of payment, records of Benefits payments for
each Covered Person. All other records and reports
prepared and maintained by HealthNet pursuant to this
Agreement shall be maintained by HealthNet for a period of
seven (7) years after the creation of such report or
record, unless such report or record has been delivered to
the Employer pursuant to this agreement. After such
i period, ali such reports and records in the possession of
HealthNet may be destroyed. HealthNet will notify Employer j
in writing before any records are destroyed for the purpose
of allowing Employer to determine if it desires to obtain i
possession of all or any portion of such records.
4. All such reports and records shall be the property of the
Employer, but the right of possession of such records and
reports shall be and remain with HealthNet during the term
of this Agreement. All such records and reports shall be
made available for inspection by Employer during normal
business hours . Within a reasonable time of completion by
HealthNet of its duties under this Agreement, all such
records and reports not previously destroyed as permitted
by this Agreement shall be turned over to the Employer on
request and in exchange for the Employer's receipt therefor.
5. Any protest of a Benefits payment shall be brought to the
attention of the Employer as soon as reasonably practicable.
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6. Handle all telephone inquiries as to the status of a
specific claim, eligibility verification and benefits
payable.
SECTION 2 - CASE MANAGEMENT SERVICES ,
HealthNet will determine, for purposes of reimbursement and payment
by the Employer, whether hospital admissions and lengths of hospital
stays might be eligible for reimbursement and provided at the
appropriate level of care consistent with professionally recognized
standards of quality health care. HealthNet will conduct
Preadmission Evaluation and Continued Stay Review activities in
i order to assist in determining the level of reimbursement or payment
1 by the Employer pursuant to the Plan. Such activities will be
performed only within the U. S.A. .
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A. Services
1. Preadmission Evaluation. HealthNet will conduct
Preadmission Evaluation, based on applicable Med Value, on
all hospitalizations upon request of a Covered Person, or
the Employer.
' Hospitalization admissions are divided into two types:
Nonemergency elective admission, defined here as
admissions that can be scheduled in advance where no
impairment of activity or organ damage would be
expected to result from advanced scheduling; and
- Emergency hospitalizations, defined here as admissions
necessitated by the sudden onset of a medical
condition manifesting itself by acute symptoms of
severity to create an immediate life-threatening or a
system-threatening situation for the patient which
could result in death or irreversible damage to any
organ if treatment is delayed. An admission that
results from the onset of active labor shall also be
considered an emergency admission . Evaluation shall
be provided without unnecessary disruption to either
the patient or health care provider to the fullest
extent possible.
1 Before or during each reported hospitalization, authorized
HealthNet personnel will evaluate the proposed treatment
plan as to medical appropriateness and necessity for the
purposes of reimbursement or payment by the Employer and
1 identify treatment which could be performed on an
outpatient basis .
All admissions for which reimbursement criteria, based on
' the information available to HealthNet, can be confirmed,
nonemergency or emergency, will be assigned a recommended
' length of stay based on the request of the Covered Person's
attending physician area norms for the diagnosis or
procedure, other health problems of the Covered Person, the
age of the Covered Person, and other relevant factors . If
! the reimbursement criteria cannot be confirmed, HealthNet
shall promptly forward an Unfavorable Recommendation to the
Employer for final decision regarding payment.
2. Continued Stay Review. HealthNet will conduct Continued
Stay Review, based on applicable Med Value, on all
hospitalizations which are longer than the originally
recommended length of stay. In the course of Continued
Stay Review, HealthNet will determine, for purposes of
reimbursement or payment by the Employer, whether an
Iextension of the length of stay may be eligible
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for reimbursement and appropriate and, if so, will assign a
new recommended length of stay. HealthNet will not
recommend approval of reimbursement or payment of the
expenses for any continued hospitalization where the
attending physician, although medically and logistically
possible to do so, does not provide HealthNet with the
medical reason for the continued hospitalization.
If the extension is confirmed by HealthNet as being
potentially eligible for reimbursement and appropriate,
HealthNet will then assign a new recommended length of
stay. HealthNet shall promptly inform the Covered Person,
his attending physician and the hospital of each new
recommended length of stay or denial thereof.
If the reimbursement criteria of an extended length of stay
cannot be confirmed, HealthNet shall forward an Unfavorable
Recommendation to the Employer for final decision regarding
payment.
3 . Discharge Planning and Large Claim Case Manaq m.g
HealthNet will conduct Discharge Planning and Large Claim
Case Management on any unusual cases or diagnoses that
traditionally result in large claims . Social service
consultation is obtained for specific disease categories
upon admission in an effort to expedite discharge in a
timely fashion. Arrangements for an alternative setting
for care will be investigated and the family, nursing unit
if appropriate, and attending physician will be contacted
to verify the individual patients specific post-discharge
treatment needs . HealthNet will coordinate with Social
Services in making preliminary plans for the alternative
setting to which the patient will be moved upon discharge
and then coordinate with the patient, the family and
hospital staff.
4. Second Sur ical Opinion. HealthNet will suggest that a
Second Surgical Opinion be obtained if the planned
procedure might be performed in an alternate setting, might
not meet the Plan's reimbursement criteria, or is listed by
the Employer as a procedure that requires ' a Second Surgical
Opinion.
At the Covered Person's or Employer's request HealthNet
will provide a list of three or more physicians ' names in
the appropriate surgical specialty who can perform the
required examination . HealthNet will arrange for an
appointment with the physician of the Covered Person's or
Employer's choosing if so requested. A report from the
second physician must be communicated to HealthNet prior to
admission to a hospital or performance of the planned
procedure, whichever occurs first.
B. Responsibility and authority
1 . It is understood by all parties that any advice,
evaluations , reviews, or recommendations by HealthNet
regarding Case Management Services are solely for the
purpose of assisting in the determination of reimbursement
or payment by the Employer for services under the Plan .
HealthNet shall have no participation in or
responsibilities for the medical or health care provided by
Covered Person's attending physician or any other health
care providers. Further, HealthNet shall not serve as a
consultant, partner or supervisor of any physician or other
health care provider engaged in providing medical or health
care to a Covered Person. .. Any and all treatment decisions
and medical or health care remain the sole prerogative and
responsibility of the attending physician or other health
care providers based on his/her independent professional
judgment. Regardless of any advice, evaluations, reviews ,
or recommendations involving Case Management Services
(except as they may affect reimbursement or payment by the
Employer) , all Covered Persons shall be informed by
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HealthNet n writing of their rights to the following:
- Select an alternate setting or type of health
care facility for performance of any medical or
other health care service;
- Seek whatever medical or other health care they
may choose;
- Remain in health care facilities for longer
periods of time than approved; and
- Select any health care provider of their choosing .
2. HealthNet shall have no obligation to provide Case
Management Services with regard to a Covered Person for
whom the Employer has not, as requested, provided HealthNet
with the Covered Person's valid written authorization for
access to and disclosure of confidential information
concerning the Covered Person, as set forth in this
Agreement. Further, HealthNet shall have no obligation to
provide Case Management Services with regard to - a Covered
Person for whom HealthNet is denied access to necessary or
sufficient information about the Covered Person, either
from the attending physician, health care facility, other
health care providers , or the Covered Person. HealthNet
shall make a good faith effort to obtain such information.
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C. Review personnel
1. HealthNet shall utilize physician advisors to supervise
review by qualified professional nursing staff and to
conduct that portion of evaluation or review appropriate,
in HealthNet's sole discretion, for a physician. HealthNet
shall be free to contract with or assign review,
reconsideration or any other obligations of HealthNet to
physicians or other health care providers of its choice.
HealthNet shall be solely responsible for any compensation
1 of said individuals, unless otherwise provided herein or
agreed upon by the parties .
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2. Only physician reviewers will be permitted to make
Unfavorable Recommendations .
3. Physician reviewers will not review cases under their own
care or under the care of physicians or health care
providers with whom they are partners or business
associates .
D. Reconsiderations
1. HealthNet shall orally notify . the following parties:
Covered Person, attending physician and the hospital
(where appropriate) of any Unfavorable Recommendation as
promptly as is reasonably possible following the
recommendation. This will be followed by timely written
notification to the Covered Person which shall inform the
Covered Person of his or her right to request
reconsideration of the Unfavorable Recommendation by
HealthNet.
2. Where a request for reconsideration is received, HealthNet
shall have a physician (other than the physician reviewer
who made the initial Unfavorable Recommendation) review the
matter. HealthNet may utilize its own. physicians for such
reconsideration or may utilize physicians or physician
groups under contract with HealthNet.
When the Covered Person for whom an Unfavorable
Recommendation has been made is currently hospitalized,
HealthNet shall use - its best efforts to complete
' reconsideration within three (3) days; when the
reconsideration is requested after the Covered Person has
been discharged, HealthNet shall complete reconsideration
within sixty (60) days . Written results of the
reconsideration will be forwarded to the Employer and if
affirmed will be forwarded to the attending physician and
Covered Person . Nothing herein shall limit the Covered
' Person's right to proceed under the ERISA claims review
procedure of the Plan.
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E, Printed materials
HealthNet will , at its own expense, print, inventory and supply
all forms and materials necessary and required to install and
i administer Case Management Services, provided that the Employer
shall reimburse HealthNet for the expenses required for
HealthNet to make any changes in such materials specifically
requested by the Employer and to print and inventory any
materials not routinely provided to the Employer by HealthNet,
or as may be provided elsewhere in this Agreement.
F. Obligations of the Employer
In addition to other services referenced elsewhere in this
Agreement, the Employer will :
1. Provide a liaison with HealthNet for communication and
discussion of appropriate matters , including
implementation, promotion and utilization of Case
Management Services and to communicate final decisions
regarding Unfavorable Recommendations by HealthNet before
such are communicated to the Covered Person and the
attending physician.
2. Provide all Covered Persons with written information
regarding the Plan, including specified provisions on the
requirements of Preadmission Evaluation and Continued Stay
Review, the obligations of Covered Persons, and the
participation and role of HealthNet, through distribution
of written material either provided by or approved by
HealthNet.
3. Provide HealthNet with valid written authorization of all
Covered Persons, or the adult responsible for any - minor
Covered Person, for any and all physicians and health care
providers to release confidential information to HealthNet
and to allow HealthNet access to and the right to inspect
and/or copy any confidential information, including but not
limited to patient records of the Covered Person .
4. Provide an exclusion in the Plan for expenses that are not
medically necessary.
5 . The Employer will provide HealthNet a listing of all
Covered Persons as of the effective date of the Plan. This
listing shall be revised and updated by HealthNet. The
Employyer will submit additions, terminations or any other
eligibility changes monthly to HealthNet on/or before the
10th day of each month during the term of this agreement.
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G, Reporting, Records and Confidentiality
M1, HealthNet will furnish to Employer periodic statistical
reports on a schedule as reasonably requested by Employer.
The formats of these reports will be similar to the
examples which are attached and labeled j
2. HealthNet will maintain records related to the Case
Management Services for the greater of seven (7) years or I
the period of time required by law. Such records shall i
remain confidential . HealthNet will adhere to all laws
regarding privacy of any data or records concerning the
Covered Persons and HealthNet will safeguard to the extent
reasonably possible such data from access by unauthorized
individuals . HealthNet will notify Employer in writing
before any records are destroyed for the purpose of
allowing Employer to determine if it desires to obtain
possession of all or any portion of such records .
3 . HealthNet agrees that neither HealthNet nor any of its
employees , contracting physicians , or agents shall make any
disclosure of information identifiable to a particular
patient, beyond those disclosures necessary to fulfill its
obligations pursuant to this Agreement, unless valid
written authorization to release such information is
provided by the Covered Person, or adult responsible for a
minor Covered Person, or pursuant to statute, valid
subpoena or court order.
' SECTION 3 - FINANCIAL ARRANGEMENTS
A. The Employer will provide HealthNet a listing of all Covered
Persons as of the effective date of the Plan. This listing will
' indicate dependents and all other coverages under the Plan. The
Employer will submit additions, terminations or any other
eligibility changes monthly to HealthNet on/or before the 10th
day of each month during the term of this agreement.
B. Employer shall establish, in the Employer's name, a zero balance
bank checking account into which the Employer shall , as
required, transfer such funds as are required to pay Benefits
under the Plan (the "Claims Account") .
' C. In receiving and disbursing funds pursuant to this Section 3,
HealthNet shall act only as the payment agent of the Employer,
and shall in no way: (i assume any risks with respect for
payments of Benefits; or ii ) be obligated to pav any Benefits
from funds other than funds provided by the Employer for such
purpose.
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SECTION 4 - PREFERRED PROVIDERS
A. At the time of execution of this Agreement, HealthNet shall
provide the Employer with a list of health care providers and
facilities that have agreed to follow certain administrative
practices established by HealthNet (the "Provider List") , from
which list the Employer may select some or all of the preferred
health care providers for the Plan. The Provider List shall be
revised by HealthNet at least once per your or at such times and
at such intervals as HealthNet and Employer mutually agree. In
the event the Employer should elect to delete a provider from
the list distributed to Covered Persons , the physician will be
notified but will continue to receive reimbursement as a
preferred provider for thirty (30) days following notification
to Covered Persons . Employer shall note be responsible for
determining the qualifications or credentials of any provider on
the Provider List submitted by HealthNet.
B. HealthNet shall rovide a list of referred providers in the
form of a booklet for each covered employee, plus an extra
1 supply for new hires, equivalent to 5% of the current number of
employees . Any additional books will be at the Employer's
i expense.
I C. HealthNet shall provide the Employer at least quarterly such
nonconfidential efficiency review and other utilization data
covering health care rendered to Covered Persons as is
reasonably requested by the Employer and reasonably available to
HealthNet.
D. Nothing contained in this Agreement shall constitute a warranty,
representation or guarantee by HealthNet as to the availability
of or the quantity or quality of the health care services to be
provided by the providers or facilities set forth on the
Providers List or any revision thereto, and HealthNet shall have
no liability to the Employer or any Covered Person with respect
to such availability, quantity or quality.
SECTION 5 - FEES
A. In consideration for the services provided by HealthNet
hereunder, the Employer shall pay HealthNet $ per medical
plan participant per month, and an additional $ per dental
plan participant each month for claims administrative services .
Case management services (HealthTrack) will be $ - per plan
participant per month. Preferred Provider Organization services
will be $ per plan participant per month. This fee will
apply only to the plan participants who have reasonable access
to the HealthNet Preferred Provider Organization facilities and
physicians . Additionally, Employer shall pa HealthNet an
initial fee of $ for each COBRA Election letter sent to a
terminated employee, and a monthly fee equal to ( %) of
the premium billed to COBRA participants . Such payments shall
be due and payable on or before the 10th day of the month for
which the payment is made.
B. Notwithstanding the foregoing paragraph A of this Section,
HealthNet shall have the right to change any fee or other charge
under this Agreement on any anniversary date of this Agreement
Nb giving not less than thirty (30) days prior written notice to
the Employer. Any changes in any fee under this Agreement shall
apply to periods occurring subsequent to the second anniversary
date of this Agreement after the notice of such change, unless
otherwise agreed to in writing by the parties hereto.
C. Employer shall reimburse HealthNet for reasonable charges or
fees of attending physicians, health care facilities, health
care providers or other outside vendors for access to and/or for
providing information required or requested by HealthNet in cost
effectively managing the Employer's Plan .
D. Employer shall pay HealthNet a one-time set-up fee of $
E. Employer shall reimburse HealthNet for the reasonable cost of
printing blank claim check forms, duplicating, printing and/or
binding costs of personalized forms, benefit booklets or other
materials specifically requested by Employer. The initial
supply of identification cards for Covered Persons , standard
enrollment forms and standard claim forms will be provided by
HealthNet at no cost to Employer.
SECTION 6 - STATUS OF HEALTHNET
A. HealthNet shall be and shall operate as an independent
contractor supplying services to the Employer under this
Agreement, and HealthNet shall not have any authority to bind or
obligate the Employer to any contractual obligations of any
nature. HealthNet shall have full and complete control over its
operations related to its performance under this Agreement.
B. It is further understood and agreed that HealthNet shall not
have discretionary authority or discretionary control respecting
management or administration of the Plan or any trust fund
related thereto and shall not have authority to nor exercise any
control respecting management or disposition of the assets of
the Plan or any trust fund related thereto and shall not render
or have authority or responsibility to render, direct or indirect
investment advice with respect to any monies or other property
of the Plan or any trust fund related thereto.
C. It is acknowledged and agreed that HealthNet is not a successor
to any other prior employee benefits administrator(s) or
insurance carrier(s) and shall not at any time be held liable
for any action or default of such predecessors or their agents
or of any other person who was connected in any way with the
previous performance of services for or with respect to the
Plan . For the purposes of the Employee Retirement Income
Security Act of 1974 and of any state legislation of similar
nature, the Employer shall be deemed the administrator and
sponsor of the Plan .
SECTION 7 - INDEMNITY
A, HealthNet agrees to save, hold harmless and indemnify Employer,
its related corporations, their employees , directors,
representatives , a ents, successors and assigns , from and
against any and al � liability, claims, damages, suits, losses,
costs, including attorneys fees, and expenses related to,
directly or indirectly, or arising from or growing out of, the
' wrongful or negligent acts or omissions of HealthNet, or any of
its officers, directors, related corporations, employees,
contract physicians, agents or representatives in the
performance of services under this Agreement. Employer agrees
to save, hold harmless and indemnify HealthNet, its related
corporations , its officers, directors, employees ,
representatives, agents , successors and assigns , from and
against any and all liability, claims, damages, suits, losses ,
costs including attorneys fees, and expenses related to,
directly or indirectly, or arising from or growing out of, the
wrongful or negligent acts or omissions of Employer, any of its
officers, directors , employees, agents or representatives as
required by the terms of this Agreement.
f B. The rights of indemnification provided in this Section shall be
in addition to any rights to which Employer or HealthNet or any
officer, director, employee, contract physician, agent or
representative of either party may be entitled by contract or as
a matter of law, and shall extend to their respective
successors , heirs and legal representatives .
C. Nothing in this Agreement or this Section shall be construed to
make the Employer or HealthNet, or their respective agents or
representatives, liable in situations in which they are
otherwise immune from liability.
D. HealthNet and its contracting physicians shall at all times
maintain appropriate liability insurance applicable to the
services to be provided hereunder, and a minimum of $1,000,000
Errors and Omissions coverage will be maintained at all times .
SECTION 8 - TERM
A. The initial term of this Agreement shall be for a period of one
(1) ear from the effective date hereof. Thereafter, - the term
of this Agreement shall be extended for successive one (1) year
periods, provided that either party hereto may terminate this
Agreement at the end of such initial term or any such one (1)
year extension term by diving to the other party notice of such
termination at least thert (30) days prior to the end of such
initial term or such one (1� year extension term.
In the absence of 30 days prior written notice, this
Agreement will continue until 30 days notice has been
provided.
B. Notwithstanding any termination of this Agreement for any
reason, the remaining obligations of the Employer and HealthNet
and - the rights of HealthNet (and its officers, directors,
employees, contract physicians, agents and representatives) and
Employer (and its officers, directors, employees , agents and
representatives) as contained herein shall survive the
termination of this Agreement.
C. Nothing in this Agreement shall be construed to limit either
party's lawful remedies in the event of a material breach of
this Agreement.
i SECTION 9 - TERMINATION
Employer or HealthNet may terminate this Agreement at their
discretion during the policy year upon thirty (30) days prior
written notice to either party. In the event less than thirty (30)
days notice is received, the Employer agrees to pay a penalty equal
to one (1) month's total fees . HealthNet agrees to refund one (1)
month's total fees if they do not provide thirty (30) days
notification of termination.
SECTION 10 - LIMITATIONS OF LIABILITIES AND OBLIGATIONS
A. HealthNet shall have no responsibility, risk, liability or
obligation for funding the Plan. The responsibiIitty and
obligation for funding the Plan shall be solely and totally the
responsibility of the persons or entities so provided in the
Plan. HealthNet shall not be liable for or be required to use
its funds for the payment of Benefits under the Plan. HealthNet
shall not be responsible or obligated for the collection,
preservation, maintenance or investment of any assets or funds
f the Plan. HealthNet shall not be considered the insurer or
underwriter of the liability of the Employer .to provide Benefits
for the Plan's Covered Persons and the Employer shall have the
final responsibility and liability for determinations regarding,
and payments of, Benefits in accordance with the provisions of
the Plan. All review of denied Benefits or Unfavorable
Recommendations and final Benefits decisions will be the
responsibility of the Employer. The Employer shall be
responsible for all expenses of the operation of the Plan,
except as provided under this Agreement. HealthNet shall have
no responsibility or obligation to take action, legal or
otherwise, against any insurer, the Employer, any employee or
any other person or entity to enforce provisions of the Plan or
otherwise.
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Employer shall designate legal counsel for any claim for Benefits . The defe se of any legal action on
on a
claim for Benefits shall not be the obligation of HealthNet.
HealthNet shall fully cooperate with the legal counsel i
designated by the Employer in the event of any litigation
files and other under
informat on which may be but
used limited
su h defense.
files
SECTION N 11 - SUBCONTRACTORS I
HealthNet reserves the right to obtain the services of persons or
firms having special knowledge or facilities in performing its
duties under this Agreement. Employer shall be notified of
HealthNet's intent of obtaining such services and reserves the right
to accept or reject the choice made, by HealthNet of the provider of
such services. Charges for such services, except as provided
elsewhere in this Agreement or so agreed by the parties , will be the
responsibility of HealthNet.
SECTION 12 - EXTENT OF DUTIES• NO LIMITATION OF OTHER BUSINESS
HealthNet shall expend such time and resources in connection with
its duties hereunder as it, in its sole discretion, shall deem
necessary or proper. Nothing in this Agreement shall be construed
as limiting or restricting HealthNet's right to engage in any other
business activities , including, but not limited to, providing to
other parties services similar to those provided by HealthNet
hereunder.
SECTION 13 - NOTICES
Except as otherwise provided herein , all notices , requests , demands
and other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given if
delivered by-hand, given by prepaid telecopy, telex or telegram or
mailed via first-class , postage prepaid, or certified or registered
mail to the party to receive such notice, request, demand or
communication at such party's address set forth above, provided that
any party may change its address for notice by giving to the other
party written notice of such change. Any notice given pursuant to
this Agreement shall be effective (i ) if delivered by-hand, when
delivered; (ii ) if sent by telecopy, telex or telegram, 24 hours
after sending; and (iii ) if mailed, three (3) Postal Service Days
after mailing.
1
SECTION 14 - GOVERNING LAW: INTERPRETATION: SECTION HEADINGS
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas , except as preempted
by controlling federal law. The section headings contained herein
are for purposes of convenience only, and shall not be deemed to
constitute a part of this Agreement or to affect the meaning or
tinterpretation of this Agreement in any way.
SEUI_I N 15 - SEVERABILITY
Should any provision of this Agreement be held unenforceable or
invalid under the applicable state or federal law or under the
applicable laws or any i other jurisdiction, then the parties hereto
agree that such provison shall be deemed modified for purposes of
necessarncetoof render Agreement i t 1 a ful in and enforceable, or i f e suchena
necessary
modification is not possible without materially altering the
intention of the parties hereto, then such provision shall be
severed herefrom for purposes of performance of this Agreement in
such jurisdiction . The validity of the remaining provisions of this
Agreement shall not be affected by any such modification or
severance.
SECTION 16 - ENTIRE AGREEMENT• INCORPORATION BY REFERENCE
This Agreement sets forth the entire agreement and understanding of
the parties with respect to the subject matter hereof, and
supersedes all prior agreements , arrangements and understandings
related to the subject matter hereof. No representation, promise,
inducement or statement of intention has been made by any party
hereto which is not embodied in this Agreement, and no party hereto
shall be bound by or liable for any alleged representation, promise,
inducement or statement of intention not so set forth . The Plan
Document and the various forms written notifications referred to in
this Agreement are hereby incorporated by reference in this
Agreement.
SECTION 17 - BINDING EFFECT: ASSIGNMENT
All the terms , provisions , covenants and conditions of this
Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors .
This Agreement and the rights and obligations of the parties hereto
may not be assigned or delegated by either party except as provided
herein, except that HealthNet may assign its rights and obligations
pursuant to this Agreement to a majority owned subsidiary of
HealthNet or to any entity which owns a majority of HealthNet after
Prior written notice of the assignment has been given to the
Employer.
SECTION 18 - AMENDMENT
This Agreement may be amended, modified, superseded or cancelled ,
and any of the terms , provisions, covenants or conditions hereof may
be waived, only by a written instrument executed by all parties
hereto.
1 "7 _
SECTION 19 - WAIVER
No waiver by any party of any condition, or of the breach of any
term, provision or covenant contained in this Agreement, in any one
or more instances , shall be deemed to be or construed as a further
or continuing waiver of any such condition or breach or waiver of
any other . condition or of the breach of any other term, provision or
covenant.
SECTION 20 - COUNTERPARTS
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original , but all of
which together shall constitute one and the same instrument. This
Agreement shall be binding when one or more counterparts hereof,
individually or taken together, shall bear the signature of the
parties reflected hereon as signatories .
THE PARTIES HERETO acknowledge that each has read the Agreement,
understands it, and agrees to be bound by its terms . The parties
further agree that this Agreement and any Exhibits constitute the
complete and exclusive statement of the Agreement between d
parties, except as otherwise specifically set forth herein, an
supersedes all proposals oral or written, understandings,
representations, warranties, conditions, covenants, and all other
communicathereud between the parties relating to the matters to be
performed
Executed in multiple counterparts on the day and year indicated:
MEMORIAL HEALTH NETWORK. INC. . "CONTRACT ADMINISTRATOR"
BY. BRIGID PACE
NAME
VICE PRESIDENT
TITLE
SIGNATURE
DATE
9494 Southwest Freeway, Box 500. Houston . TX 77074
ADDRESS
THE STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day
Personally appeared Brigid Pace, Vice President of MEMORIAL
HEALTHNET, known to me to be the person whose name is subscribed to
the foregoing instrument, and - acknowledged to me that he executed i
the same for the purposes and consideration therein expressed, in
the capacity therein stated, and as the act land deed of said
corporation .
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day
of 1993 .
Notary Public
My commission expires :
- 19 -
"EMPLOYER"
BY: NAME
TITLE
SIGNATURE
DATE
ADDRESS
THE STATE OF TEXAS
COUNTY OF
BEFORE ME, the undersigned authority, on this day
personally appeared •
of
known to me to be the person whose name is subscribed to t e
foregoing instrument, and acknowledged to me that he executed the
same for the purposes and consideration therein expressed, in the
capacity therein stated, and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day
of 1992.
Notary Public
My commission expires:
I
WCON1/5/1