Item D35
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: May 19. 2004
Division: Manae:ement Services
Bulk Item: Yes ---X-
No
Department: Group Insurance
AGENDA ITEM WORDING: Approval of ae:reement amendment with MultiPlan. Inc. for
access to MultiPlan's Ore:an Transplant Network. With the use of e:lobal contract rates.savine:s
can rane:e between 30 -50% across the spectrum of the eie:ht transplant catee:ories. MultiPlan
has credentialed the facilities in the network and their outcomes meet or exceed national
averae:es.
ITEM BACKGROUND: January 1. 2003 Monroe County Board of County Commissioners
entered into an ae:reement with Multiplan. Inc. to provide a nationwide network of healthcare
providers. Contract renews automatically yearly.
PREVIOUS RELEVANT BOCC ACTION: March 21. 2001 the Monroe County Board of
County Commissioners approved the increased out-of-networl{disiIicentive to 30% and
eliminated the out-of-network exclusion pendine: the adoption of a nationwide network. On
Aue:ust 21. 2002 the Board approved an ae:reement with MultiPlan. Inc. to provide a nationwide
network and waived the RFQ process as all other RFQ's provided networks that have a monthly
access fee ree:ardless of utilization. The MultiPlan network chare:es a percent of savine:s.
CONTRACT/AGREEMENT CHANGES: Monroe County Board of County Commissioners will
pay per a flat rate access fee schedule as set forth in the agreement amendment.
STAFF RECOMMENDATIONS: Approval.
TOTAL COST: Flat rate access fee
BUDGETED: Yes
No
COST TO COUNTY:
SOURCE OF FUNDS: '
REVENUE PRODUCING: Yes No X AMOUNTPERMONTH_ Year
APPROVED BY: countyA~'" OMB/P~..r..Chasas~in / '_. RiskManagement~
DIVISION DIRECTOR APPROVAL: ~ {)~
.,e.... _0" Sheila A. Barker
DOCUMENTATION:
Included X
To Follow_ Not Require~=--
AGENDA ITEM # ''J):J ~
DISPOSITION:
Revised 1/03
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: MultiPlan. Inc. Effective Date:Mav 1. 2004
Expiration Date:Apri1 30. 2005
Contract Purpose/Description:Access to MultiPlan's Organ Transplant Network..
Contract Manager:Maria Z. Fernandez
(Name)
4448
(Ext. )
Administrative Services
(Department)
for BOCC meeting on Mav 19 2004
Agenda Deadline: Mav 4. 2004
CONTRACT COSTS
Total Dollar Value of Contract: $Flat rate access Current Year Portion: $_
fee
Budgeted? YesO No 0 Account Codes: _-_-_-_-_
Grant: $N/ A
County Match: $N/ A
- - - -
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- - - -
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ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For: _
(Not included in dollar value above) (ell. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
Date In Needed
Division Director Y esO No~
Risk Management s-n'/o'f Y esO No~ ~
O.M.B./Purchasing YesO No[2('
County Attorney 6-S-o~ YesO Noif
Comments:_
OMB Form Revised 9/11/95 Mep #2
Date Out
4/01
r- IIdl crt
~
#r
MULTIPLAN, INC.
ORGAN TRANSPLANT NETWORK AMENDMENT
THIS AMENDMENT, effective upon signature by Client, is by and between MultiPlan, Inc.,
115 Fifth Avenue, New York, New York 10003-1004 ("MultiPlan") and Monroe County
Board of County Commissioners, located at 1100 Simonton Street, Key West, FL 33040,
("Client") .
WHEREAS, the above-named parties entered into a contract, effective January 1, 2003, under
which MultiPlan agreed to give Client's Participants access to MultiPlan's Facility Network at
MultiPlan's negotiated rates ("the Agreement"); and
WHEREAS, MultiPlan has established an Organ Transplant Network composed of Facilities
that have agreed to accept a global rate as full reimbursement for organ transplant services
provided to Participants of MultiPlan Client that have purchased access MultiPlan's Organ
Transplant Network, and;
WHEREAS, Client desires to access MultiPlan's Organ Transplant Network in the MultiPlan
Program; and
THEREFORE, the parties hereby agree to amend the Agreement by adding the following:
A. DEFINITIONS The following definitions shall apply for the purposes of this
Amendment:
1. Access Fees The rates payable by Client to MPI for access :to MPI's Organ Transplant
Network, as set forth in paragraph B(?), herein.
2. Benefit Plan A contract, policy, or other document, under which a Client is obligated to
provide benefits on behalf of a Participant for transplant services in an amount that meets or exceeds
the Contract Rates applicable hereunder.
3. Clean Claim A completed UBF92, or other standard billing form providing the same
information.
4. Contract Rates The global rates of reimbursement ("Global Contract Rates"), and other rates
of reimbursement for organ transplant and transplant-related health care services rendered to
Participants as set forth in MPI's agreement with an MPI Provider.
5. Employee "Employee" includes retirees eligible for coverage under Client's Benefit
Program. In the event the Client is a union, all references to "Employee" in this Agreement and its
attachments shall be construed to refer to the union member.
6. Market A geographic region defined by MPI for pricing purposes.
7. Savings The difference between the applicable Contract Rate and the MPI Provider's billed
charges (excluding surcharges and the cost of personal convenience items).
B, RIGHTS AND OBLIGATIONS OF CLIENT
1. Cooperation with Transplant Coordinator Client shall work cooperatively with
MultiPlan's Organ Transplant Program Coordinator, Case Managers, and other personnel, and
shall comply with the procedures established by MultiPlan for access to the Organ Transplant
Network.
2. Participant Enrollment The Client or the Client's Case Manager shall call MultiPlan's
Transplant Referral telephone number, 800-239-2745 to initiate the Participant's access to the
Organ Transplant Network. Client shall not be entitled to access to the Organ Transplant
Program Contract Rates secured by this Agreement unless the Participant is enrolled by
MultiPlan in the Organ Transplant Program for each proposed transplant before the transplant is
performed.
3. Eligibility Determinations and Verification of Benefits Client shall be soley responsible for
making all determinations regarding eligibility and compensability of benefits in connection with
this Agreement. Upon receipt of a request from MultiPlan for verification of a Participant's
eligibility under MultiPlan's Organ Transplant Program, Client shall forward proof of eligibility
and the Participant's program benefits limits to MultiPlan, using the Notification and Benefit
Certification form to be provided by MultiPlan. MultiPlan shall transmit this proof to the
Provider.
4. Claim Repricing Hospital and/or Client shall forward to MultiPlan all clean claims
received for services rendered under the Organ Transplant Program to MultiPlan for repricing.
MultiPlan shall return to Client, by mail or facsimile transmission, instructions relating to
payment of the claim.
5. Claim Pavrnent Client shall pay all claims for services rendered by providers in
MultiPlan's Organ Transplant Network within thirty business days of receipt of the Clean Claim.
6. Explanations of Benefits Client shall indicate clearly on each Explanation of Benefits
issued regarding transplant services that Client is accessing MultiPlan's Transplant Network.
7. Network Access Fee Amounts
2
a. Client shall pay MultiPlan Network Access Fee(s) as set forth in the Flat Rate
Access Fee Schedule below:
Heart
$10,000.
Lung
$10,000.
Kidney
$ 3,500.
Pancreas
$ 3,500
Liver
$20,000.
Bone Marrow Transplants
Autologous and PBSC
Allogeneic- Matched Related Donor
Matched Unrelated Donor
$ 5,000.
$ 10,000.
$ 20,000.
b. During the pre-transplant phase, MultiPlan shall invoice Client for an Initial Network
Payment of one thousand dollars ($1,000.00), which shall be paid by Client within ten (10)
days of the date of the invoice. Following the transplant phase, MultiPlan shall invoice
Client for the remaining balance of the total Flat Rate Access Fee, which amount shall be
paid by Client within ten (10 ) days of the date of the invoice. In the event that the
Participant receives pre-transplant services but does not undergo transplant surgery, Client
shall pay MPI for transplant-related services rendered to said Participant the Initial Network
Payment of $1,000.00, plus
if Client pays percentage of Savings Access Fees under the Agreement to which
this Amendment is annexed, Client shall pay Network Access Fees at the
percentage rate set forth in the Agreement, or
if Client pays capitated Access Fees under the Agreement to which this Amendment
is annexed, Client shall pay Network Access Fees of twenty-two percent (22%).
8. Electronic Format Client agrees to use its best efforts to accept electronic invoicing from
MPI, on diskette, and to submit payment information to MPI in the same format. Client agrees
that the appropriate information systems and/or accounting personnel shall be available to review
and implement necessary electronic systems. Client also agrees to explore the feasibility of
electronic data interchange as a means of transmitting both claims and financial information.
9. Transplant Services Included in Global Contract Rates The Global Contract Rates
negotiated by MultiPlan include, to the extent that they are medically necessary: general nursing
care; room and board and all ancillary services; use of intensive or special care facilities; x-ray
examination (other than dental x-rays); use of operating room and related facilities;
encephalography; drugs, medications, and biologicals; laboratory testing and services; all
cardiovascular testing; special tests, when medically necessary; nuclear medicine; physical and
rehabilitation therapy; oxygen and oxygen therapy; anesthesia and anesthesia services;
intravenous injections and solutions; surgical and medical services provided by Provider; pre-
operative care; post-operative care; special duty nursing; short procedure unit services;
3
secondary care, including private accommodations in a regular medical/surgical bed not
requiring placement in an intensive care unit or other unusually high level of medical and
nursing care, inclusive of room and board and all ancillary services, but exclusive of personal
comfort and convenience items; and tertiary care, including all items included in secondary care
and, in addition, such items and services as are normally and usually provided by Provider in
conjunction with care of inpatients in its intensive care unit. However, reference must be had to
a specific Provider's MultiPlan Organ Transplant Program contract rates for details regarding the
services included in that Provider's rates.
10. Services Not Included in Contract Rates The Global Rates negotiated by MultiPlan do
not include: personal comfort or personal convenience items; custodial care; or services which
are not necessary to the care or treatment of the illness or illnesses which necessitated the
transplant, as determined by Provider's Chief of the Medical Staff, except as incidental to the
transplant.
II. Dispute Resolution In the event of a dispute between Client and an MPI Provider
regarding a claim or payment for covered services under this Agreement, Client shall notify
MPI, in writing, of the dispute within sixty days of receipt of the Clean Claim. Upon request and
at no charge, Client shall provide information reasonably necessary for MPI to facilitate
resolution of any disputes that arise between Client and an MPI Provider, such as a copy of its
benefits and/or utilization programs, and such utilization and/or claims data as MPI may
reasonably request. MPI will make its best efforts to assist Client in resolving the dispute with
the MPI Provider. If the Client fails to notify MPI of a dispute consistent with this provision,
Client may not otherwise dispute the claim(s) at issue.
IN WITNESS WHEREOF, the undersigned, duly authorized representatives of the parties,
have executed this Amendment.
MULTIPLAN,INC.
115 Fifth Avenue
New York, New York 10003-1004
Monroe County Board of County Commissioner
1100 Simonton Street
Key West, FL 33040
By:
Donald Rubin
Chairman
Date
By:
Signature
Date
Print Name and Title
4
~"' ,~.,:
MULTIPLAN, INC.
AGREEMENT FOR CLIENT ACCESS TO
FACILITY AND PRACTITIONER NETWORKS
THIS AGREEMENT, effective January 1, 2003, is entered into by and between MultiPlan,
Inc., 115 Fifth Avenue, New York, New York 10003-1004 ("MPr'), and Monroe County
Board of County Commissioners, C/O Acordia National, ("Client"), with principal offices at
1100 Simonton Street, Key West, FL 33040.
WHEREAS, MPI. has created and maintains a network ("MPI Network") of health care
providers ("MPI Providers"), by entering into agreements with acute care and ancillary health
care providers ("MP! Facilities"), and physicians and other health care professionals ("MPI
Practitioners"), to provide health care services to individuals ("Participants") covered by health
services benefits programs ("Benefit Programs"), insured or administered by MPI's Clients, in
exchange for reimbursement at agreed upon rates; ,
WHEREAS, Client either provides a Benefit Program for its Participants, or_provides certain
administrative services to its customers who provide Benefit Programs for their Participants; and,
WHEREAS, on behalf of Client's Participants or customers, Client seeks, access to MPI's
Facility and Practitioners Networks;
THEREFORE, in consideration of the foregoing and of the mutual covenants herein, intending
to be legally bound hereby, the parties agree as follows:
A. DEFINITIONS
1. Access Fees The rates payable by Client to MPI for access to the MPI Networks, as set forth
in Exhibit 1, annexed.
2. Clean Claim A completed RCF A 1500 or UB-92, or other standard bHling forms providing
the same inform,ation.
3. Contract Rates The rates of reimbursement forhealth care services rendered to Participants as
set forth in MPI's agreement with MPI Providers, whether in the 'form of a per diem, case or
procedure rate, negotiated rate based on published charges, or fee schedule.
4. Employee "Employee" includes retirees eligible for coverage under Client's Benefit Program.
In the event the Client is a union, all references to "Employee" in this Agreement and its
attachments shall be construed to refer to the union member.
5. Market A geographic region defined by MPI for pricing purposes.
6. Savings The difference between the applicable Contract Rate and the MPI Provider's billed
charges (excluding surcharges and the cost of :personal convenience items).
MasterslSltleslCI-Net2002 - rev'd 2-1-02
B. LIMITATIONS
1. Nothing in this Agreement shall be construed to interfere with a Participant's freedom of
choice to receive medical services from MPI, or non-MPI, Providers.
2. 11PI's duties are limited to those specifically set forth herein. MPI does not determine
eligibility or benefit availability for Participants under Client's Benefit Program. MPI does not
exercise any control with respect to Client's Benefit Program policies, practices, procedures, or
assets including payment of claims. MPI has no responsibility for the sale or marketing of
Client's benefit program(s), and MPI has no responsibility for communicating with Participants
or prospective Participants about Client's Benefit Program coverage, including benefits and/or
eligibility criteria or determinations.
3. 11PI Providers solely are responsible for the professional advice and treatment rendered to
Participants, and MPI disclaims any liability with respect to such matters.
C. MUTUAL RIGHTS AND OBLIGATIONS OF THE PARTIES
I. Records and Audit Each party shall maintain complete and accurate records in connection
with this Agreement and, subj ect to confidentiality provisions contained herein, each party shall
have the right, upon ten business days' written notice, during normal business hoUrs and at no
charge, to perform one audit in each contract year of such records of the other party. The
auditing party shall provide the other with a copy of its audit report. The rights set forth in this
provision shall survive the termination of this Agreement for one year.
2. Confidentiality The parties agree to hold all information provided by one party to the other
exchanged in contemplation of, or in connection with duties under this Agreement, confidential
for the term of this Agreement, and. for two years thereafter, and shall not disclose such
information to' any third .party except as required to implement this Agr.eement,as required by
law or regulation, or with the prior written permission of the other party.
3. Indemnification Each party shall indemnify and hold the other, including its officers,
directors, employees, agents, successors and assigns, hannless from and against all claims,
liability, loss, damages, and expenses, which may be alleged against or incurred by the other
party and which are the result of breach of this Agreement or proximately caused by the
negligent omission or commission, of the indemnifying party in connection with any obligation
set forth in this Agreement. Client's indemnification liability and obligation under this Section
C3 is to the extent authorized by Section 768.28 F.S.
D. RIGHTS AND OBLIGATIONS OF l\1PI
1. Network Recruitment WI's duties are limited to recruiting and contracting with a network
of Providers who have agreed to accept Contract Rates as full reimbursement for covered health
care services rendered to Participants eiigible under Client's Benefit Program, and credentialing
practitioners. Whenever possible, MPI will contract directly with providers, however, MPI may
contract with existing local networks.
Masters/Sales/CI-Ne! 2002 - rev'd 2-1-02
2
2. Directories MPI shall provide Client with a printed directory of MPI Providers and a toll
free telephone number for use by Client and Participants in determining whether a provider is in
the rvIPI network, and for referrals to rvIPI Providers. In addition, MPI's directory shall be
available on MPI's Web site, www.multiplan.com.
3. Use of Name :MPI shall permit Client to list MPI's name and logo, indicating Client's
participation in the MPI Network, in Client's health benefits directory and related written
materials as well as on Client's data base, however, no other use of MPI's name by Client will be
permitted without MPI's prior written approval.
4. Dispute Resolution MPI will make its best efforts to assist Client in resolving disputes
that may arise with WI Providers in connection with this Agreement.
E. RIGHTS AND OBLIGATIONS OF CLIENT
1. Payment of Access Fees:
a. ,Amount of Access Fees Client shall pay MPI Access Fee amounts as set forth in
Exhibit 1. Payment to MPI shall be made within twenty days after the end of each month
for the prior month.
b. . Manner of Pavment
1. Client shall. charge its customers for the customers' right to access. the MPI
Networks according the same method by which Client pays MPI for access,
that is, if Client pays MPI on Capitated basis, Client shall charge its customers
on a Capitated ,basis, however, if Client pays MPI on a Percentage of Savings
basis, Client shall charge its customers on a Percentage of Savings basis.
11 If Glient' pays Capitated Access Fees (per Employee per month), payment
shall be accompanied by a signed statement of an officer of Client or
Customer liable for claim payments under the Benefit-Program, setting forth
the number of Employees erititled to access the MPI Network during the prior
month. Such statement shall be a complete and accurate representation of the
information stored in Client's or Customer's eligibility system.
c. Electronic Format Client agrees to use its best efforts to accept electronic
invoicing from MPI, and to submit payment information to MPI in the same format.
d. ' Late Payment of Access Fees Interest of 1.5% per month shall apply to late
Access Fee payments. In addition,' Client shall pay all 'expenses incurred by MPI in.
connection with the collection of such fees, including any attorney's fees, whether or not
suit is filed. '
Masters/Sales/CI-Net 2002 - rev'd 2-1-02
3
2, Participant Identification
a. Identification Cards and EOBs Client shall permanently print or otherwise affix
:MPI's name and logo on all Participant identification cards as of the effective date of this
Agreement. Client shall print MPrs name and/or logo on Explanation of Benefit notices
sent to :MPI Providers regarding claims paid at Contract Rates pursuant to this
Agreement. If Client prints MPI's toll free referral line telephone number on Participant
identification cards, the number shall be printed in at least eight-point type and in bold. If
the number is printed in a smaller type, and/or not in bold, Client shall be liable for any
damages assessed against MultiPlan regarding calls made by, or on behalf of, Participants
which were intended for the referral line but which reached another number.
b. :MPI Provider Notification In addition to the foregoing, Client shall require
Participants to present identification cards bearing MPI's name and logo at the time
services are rendered, or Clients shall otherwise notify !vIPI Providers at the time services
are rendered that Client is entitled to access MPI's rate on behalf of Participant.
c. Eligibility and Coverage DeterminatioIls
i. Client solely shall be responsible for making all determinations regarding
eligibility and benefits coverage in connection with this Agreement.
ii. Client shall verify a Participant's eligibility within twenty-four holJIS of an
:MPI Provider's request for verification. Client shall be bound by its certification
of Participant eligibility given to MPI Providers in writing or by telephone.
111. Client shall be bound by authorizations for treatment, and/or certification
of coverage of specified services, given to MPI Providers in writing or by
telephone, provided that claims information is consistent with the information on ...
which the authorization was based.
3. Repricing
Client shall elect one of the following repncmg options upon execution of this
Agreement, by initialing the appropriate selection below:
EDI Repricing MPI and Client shall mutually agree upon method of EDI
transmission by which Client shall send and receive claims data to and from MPI.
Client shall be responsible to maintain its own telephone line(s), internet access, and
to pay its own telephone charges, if applicable. MPI shall transmit repricing
instructions to Client by EDI transmission. MPI reserves the right to charge Client
for customized programming that may be required to establish the EDl connection.
x Web-based Repricing MPI shall provide Client with a password that will
give Client Web-based access to MPI's Contract Rate information for the purposes of
repricing. Client shall be responsible to supply telephone line(s) an,d to pay telephone
charges. . , , I
MasterslSaleslC\-Net 2002 - rev'd 2-1-02
4
~
Facsimile Transmission Repricing Client shall send to MPI by facsimile
transmission all claims for services rendered to Participants by MPI Providers. Client
shall pay MPI for Facsimile Transmission Repricing services as set forth in Exhibit 1.
4. Payment to MPI Providers
a. Timeliness Client shall make payment at Contract Rates directly to MPI
Providers for covered services rendered to Participants within thirty (30) business days of
receipt of a Clean Claim.
b. Use of Contract Rates
i. Client and its customers shall use the Contract Rates exclusively for the
purposes set forth herein, Use of the Contract Rates in connection with claims for
services rendered to individuals who are not :eligible Participants is prohibited and
shall be considered by MPI to be a material default in Client's obligations
hereunder. In addition, Client and/or its customer(s) shall reimburse affected MPI
Providers the difference between full charges and the inappropriately applied
Contract Rate(s).
"ii. In the Market for which Client purchases access to MPI's Facility and
Practitioner Networks, Client shall utilize MPI's Facility and Practitioner
Networks as its sole PPO networks outside of South Florida (Monroe, Miami-
Dade, Broward and Palm Beach counties). In compensating MPI Providers for
health care services rendered to Members in connection with this Agreement,
Client shall use only MPI's Contract Rate and may not use any other savings or
cost-contaimnent arrangement. that otherwise might be available to Client, for
instance Client shall not apply its own usual, and/or reasonable, and customary
criteria.
iii. Co-insurance ratios and deductibles shall be applied against Contract Rates.
iv. Client shall notify MPI within thirty days of receipt of a Clean Claim if Client
decides not to apply a MPI Contract Rate" or Client shall be liable to MPI for the
Access Fee relating to that Clean Claim. .
c. Utilization Review In the event Client or its designee performs utilization review,
. or case management, Client shall pay MPI Provider eighty percent (80%) of the Contract
Rate within 30 business days of receipt of the claim. Based on the results of the review
Client shall pay MPI Provider any balance due, or notify MPI Provider in writing that a
refund is owed to Client, and MPI Provider shall make the refund within thirty business
days after the notice is received. Client shall not forfeit the Contract Rate if Client
follows this procedure, provided that review is completed and any final payment is made
within sixty (60) days from receipt of the claim, unless Provider contract provides
otherwise. '
d. Disputed Claims Client shall notify MPI within sixty (60) days of Client's receipt
of a claim in dispute, Client shall cooperate with MPI in resol~ing the dispute, and shall
Masters/Sales/Cl.Net 2002 - rev'd 2-1-02
5
make available to MPI, at no charge, necessary documentation and personnel to facilitate
resolution of the dispute.
e. Coordination of Benefits Client shall assist MPI Providers in coordinating
benefits consistent with current industry standards. When Client is the secondary payor,
Client's payment together with the primary payment and any coinsurance shall not exceed
Contract Rates.
5. Distribution of Directories Client shall provide its Participants and/or its customers I
Participants with a directory of MPI Providers based upon camera-ready copy to be supplied by
MPI at no cost, or upon Client's request MPI will provide Client with printed directories for
which Client will pay as set forth in Exhibit 1.
6. Financial Incentives to Participants Client shall provide Participants with financial
incentives to utilize MPI Providers including, but not limited to, passing along to Participants the
full benefit of savings achieved hereunder by calculating coinsurance based on Contract Rates.
Client shall advise MPI of financial incentives made available to Participants; which may include
tiered benefit programs, that include in-and out-of-network benefits, in which covered services
rendered to Participants by MPI Providers shall-be deemed in-network services.
7. Third Party Administrators and Reinsurers
a. Construction All obligations of the Client set forth herein with respect to
Participants shall be construed to apply to customers of the TP A or Reinsurer, and the
customers' respective Participants. It is understood that TPA is not liable for the
payment obligations of its customers.
b. Joinder Agreements Client shall cause each current and future customer to
execute a Joinder Agreement, sample annexed as Exhibit 2, which shall be made a part
hereof. Client shall provide to its Customers that have executed Joinder Agreements, a
copy of any executed amendment(s) to this Agreement.
c. Census With respect to each Customer for which Client pays capitated Access
Fees, Client shall submit a 'completed Census, which shall be annexed hereto as Exhibit
3. Client shall submit an updated Census for each such customer with each monthly
Access Fee payment. '
8. Non.,.Solicitation of MPI Providers Client shall not solicit, nor allow any third party on
its behalfto solicit, any MPI Provider to create a direct relationship with an MPI Provider for the
purpose of providing health care services to Participants during the term of this Agreement and
for a period of one year thereafter.
9, Client Solvency
a. Client represents and warrants that it has sufficient money on hand to pay all
claims that it reasonably anticipates will accrue over the three-month period immediately
following execution of this Agreement and that at any point during the term of this
Agreement it shall have a reserve fund sufficient to pay all claims that it reasonably can
Masters/Sales/CI.Net 2002. rev'd 2-1-02
6
anticipate will accrue during the three-month period which follows.
b. If Client's liability under this Agreement is covered by reinsurance, Client
represents and warrants that the reinsurer periodically audits or certifies Client's ability to
pay claims that are due and, in case of the Client' s ins~lvency, will pay all claims due
under this Agreement as if the reinsurer was the primary obligor.
10. Client's Benefits Plans Client bears all responsibility for the sale and marketing of its
Benefit Planes), and for education of its Participants as to the Participants' rights regarding their
care and treatment, as defined by Client's Benefit Plan. Client's sales and marketing activities
shall not intentionally or unintentionally mislead Participants and prospective Participants.
Benefits available under Client's Benefit Program must meet or exceed MPI's Contract Rates.
11. Provision of Data
a. Implementation Upon request and at no charge, Client shall provide MFI, all
information reasonably necessary to implement, operate, and evaluate the services
provided pursuant to this Agreement including, but not limited to, the names and
locations of all subgroups, subsidiaries, or affiliates accessing the MPI Networks or
acting as payor pursuant to this Agreement, and Census information, as described herein.
b. Provision of Benefit Program Documents At the request of either MPI or an MPI
Provider, Client shall provide a current copy of Benefit Program documents (e.g. member
contract or Summary Plan Description)~ and/or Utilization Review programs.
12. Service Entities In the event that Client retains any person or organization ("Service
Entity") for the purposes of. providing Client with any administrative services that would cause
the Service Entity to come into possession of or contact with any of MPI's Confidential or
proprietary information, including but not limited to MPI's Contract Rates, Client shall enter into
a confidentiality agreement with said Service Entity to preserve the confidential and proprietary
nature of MPI's repricing information. MPI shall be named as a third party beneficiary of the
confidentiality agreement. Upon request by MPI, Client shall provide MPI a copy of such
executed confidentiality agreement.
F. TERM AND TERMINATION
1. This Agreement shall commence on the effective date for a term of one (1) year and shall
renew automatically for successive one year terms unless either party provides the other at least
ninety days notice of its desire to terminate this Agreement without cause. Such termination
shall be effective on the first day of the month following the completion of the ninety day notice
period.
2. Client shall be in default if Client fails to provide any data or information required to be
provided under this Agreement, if Client has not made any payment required under this
Agreement, or if Client improperly us.es Contract Rate(s) as described in Section E( 4)(b )(i).
3. If Client defaults in payment of Access Fees. and is in arrears more than, sixty (60) days,
or improperly uses a Contract Rate(s) as described in Section E(4)(b)(i), MPI may terminate this
Masters/Sales/CI-Net 2002 - rev'd 2-1-02
7
Agreement for cause upon ten days' written notice. This provision shall not apply to Access Fees
related to disputed amounts described in Section E(4)(d).
4. In the event that Client defaults by failing to make payment to MPI Provider(s) as
required in Section E(4), or by failing to provide MPI with data or information required herein,
MPI shall have the right to terminate this Agreement for cause upon thirty days' notice. This
provision shall not apply to disputed amounts described in Section E(4)(d).
5. This Agreement shall terminate automatically in the event either party becomes insolvent,
is adjudicated as a banlcrupt, makes a general assignment for the benefit of creditors, has a
receiver appointed for it, or comes under the control of a trustee in banlauptcy.
6. Effect of Termination
a. In addition to any other provision for the survival of obligations otherwise set
forth in this Agreement, the following obligations shall survive termination of this
Agreement, for whatever reason:
i. all obligations of Client regarding payment to MPI and/or to :MPI Providers;
ii. all obligations to provide information to MPI;
iii. all obligations of both parties regarding confidentiality;
iv. all audit rights
'b. Upon termination, each party promptly shall pay to the other any money due
hereunder, including any interest accrued. Client shall advise Participants of the
termination of this Agreement, and shall withdraw from Participants all
identification cards bearing MPI's name and/or logo. Client also shall
immediately cease to otherwise use MPI's name and logo.
c. Upon termination, MPI shall notify MPI Providers that CHentis no longer entitled
to access MPI's network.
d. Client immediately shall cease to use MPPs Contract Rates and Client shall not
attempt to reprice any claim for services rendered by MPI Providers after the date of
termination. Notwithstanding the foregoing, duriIlg a ninety day "run-out period" after
the termination, MPI shall reprice claims for services rendered to Participants by MPI
Providers prior to the date of termination, but forwarded toMPI following the effective
date of termination of this Agreement. Client shall reimburse MPI for such repricing
services according to the terms and conditions of this Agreement. If under this
Agreement Client paid Access Fees on a capitated (per Employee per month) basis,
Client shall continue to pay 'such capitated Access Fees for all Employees during the
ninety day run-out period. Notwithstanding the foregoing, if Client sends and MPI
receives timely notice that a claim for services rendered prior to termination was in
dispute, and the request to reprice the claim is received by MPI within ten business days
of the dispute's resolution, such claim also will be repriced by WI following termination
of the Agreement.
MasterslSaleslCI.Net 2002. rev'd 2-1-02
8
G. NOTICE
Any notice required to be given by this Agreement shall be in writing and delivered to the other
party by hand, or by certified mail with return receipt requested, or by facsimile transmission
supplemented by overnight delivery, to the individual and the address printed below.
H. MISCELLANEOUS
1. This Agreement, with its Exhibits and any other attachments, constitutes the entire .
agreement between the parties with respect to the subject matter hereof and shall supersede, as of
its effective date, any previous agreements or understandings, written or oral. between the parties
hereto.
2. This Agreement shall not be changed or amended except in writing, signed by both
parties hereto. If any term of this Agreement is held by, a court to be unenforceable or
inoperative. the other terms not subject to such holding shall remain enforceable. This
Agreement shall be governed by New York State law.
3. Any unresolved dispute arising under this Agreement shall be submitted to binding
arbitration before the American Arbitration Association ("AAA") in accordance with the AAA's
then current Commercial Arbitration Rules for a single Arbitrator. All hearings shall be held in
New York County. Arbitration proceediIigs shall be initiated with appropriate notice to the other
party and to AAA in writing within sixty days of the date on which the facts giving rise to the
dispute occurred. or reasonably could have been discovered. The decision or award of the
Arbitrator shall be final, and judgment thereon may be entered in any state or federal court of
competent jurisdiction within the State of New York.
IN WITNESS, HEREOF, duly authorized representatives of the parties executed this
Agreement. below.
MultiPlan, Inc.
115 Fifth Avenue
New York, NY 10
Monroe County Board of County Commissioners
1100 Simonton Street
Key West. FL 33040
9
If I.
EXHIBIT 1
MULTIPLAN INC. AGREEl\1ENT
FOR ACCESS TO FACILITY AND PRACTITIONER NETWORKS
PERCENTAGE OF SAVINGS ACCESS FEES AND ADDITIONAL TERMS
A. Access Fee Amounts
1. Client shall pay WI Access Fees of Twenty-five Percent (25%) of Savings for
services rendered to a Participant by :MPI Facilities and Practitioners to Participants in the
Markets set forth below.
Markets: National
2. The Access Fee shall be reduced by three percent (3%) of Savings in the event
Client reprices :rv1PI Facility Claims.
3. Client shall pay an additional ten percent (10%) of Savings if l\.1PI reprices MPI
Practitioner claims (including laboratory and radiology claims).
4. Upon Client's request, MPI will provide such directories for which Client will pay
the actual cost of printing and shipping.'
MultiPlan, Inc.
115 Fifth Avenue
New York, NY 1
....
By:
Donald Rubin
Chairman
Monroe County Board of County Commissioners
1100 Simonton Street
Key west, FL 33040
By: ~n -
Signature" Date
C .\....G..< \t.~ "<;o'(\.~'-J I \f\ t (00 o..~o(
. Print Name and Tit! , '
({(-. ~a;~'''~,.,
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, ~,,- ~t._,j I' .7 1..' ,....,\
l': i,*f:'y; \dr
~ ~~~:t~';"~,/ -!."'-'!~i \~!t (SE.~J.J
~ \~~~. ,~~,/4; ( ','\'1 j '"::1) ;Q: DA."'JNYL. KOU-:AG'= CLr:~K
~\ \' .~':::# M~ \ ~.~;;.jj::" j ~4,,i i 0 ..- ~Il
- ~~O: 1'*'- /~,,~'//, W Oo.t ...:. c.. lQ., ~
'0.." ~;/ D..un.-;";K~
MasterslSales\Ex I Fac.Prac Percentage rev'd 4/16/0 I
SWORN STATEMENT UNDER ORDlNANCE NO. 10-1990
MONROE COUNTY. FLORIDA
ETIDCS CLAUSE
Do f\. h.. U. -.R.v.\p \ ~
warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or pUrchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former Co
Date: \Q \1.{ \o'l..
STATE OF \\l..clt t} ~cr'k.
COUNTYOF Nt'A~C(lI""
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
()C~'N'~_ \ ~ ~ ~\ ^
who, after first being sworn by me, affixed hislher
signature (name of individual signing) in the space provided above on this t;-b
day of
Oc....~~ ' ~::l.C'Il:\~
~,\e;,. :2, f',J,..&'L
NOTARVPUiUC .
My commission expires: ~ \~)? \ 0<0
CYNTHIA L, CAMPBELl.'
NOTARY PUBLIC Slattl 01 New Ycr..
No 30-4509113
Qualified in N~sal;County
Commission Expires Febfuary 28 .l.Qb..(.
OMB - MCP FORM #4
PUBLIC ENTITY CRIME STATEMENT
II A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a ,
contract to provide any goods or services to a public entity, may not submit
a bidon a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real
property to public. entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity iri excess
of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of 36 months from the date of being placed on the
convicted vendor list. "
"
MULTIPLAN. INC.
AMENDMENT TO CLIENT AGREEMENT FOR NETWORK ACCESS
REGARDING PRIVACY and SECURITY OF PROTECTED HEALTH INFORMATION
EFFECTIVE APRIL 14,2003
1. Definitions
A. "Individual" shall have the same meaning as in 45 CFR 164.501 and shall include a person
who qualifies as a personal representative in accordance with 45 CFR 164.502(g).
B."Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health
Information at 45 CFR part 160 and part 164, subparts A and E.
C. ''Protected Health Information (hereafter "Pill")" shall have the same meaning as in 45 CFR
164.501, limited to the information created or received by MPI from or on behalf of Client.
D. "Securitv Rule" shall mean the Security Standards for the Protection of Electronic Protected
Identifiable Health Information set forth at 45 CFR part 164, subpart C.
II. Obligations and Activities of MPI
A. Pursuant to the Privacy Rule:
1. MPI shall not use or further disclose Pill other than as permitted or required by the
Agreement or as required or permitted by law and regul ation.
2. MPI shall use appropriate safeguards to prevent use or disclosure of the Pill other than as
agreed to between the parties hereto.
3. MPI shall, to the extent practicable, mitigate any harmful effect that is known to MPI of a use
or disclosure of PHI by MPI in violation of the requirements of this Agreement.
4., MPI shall report to client any use or disclosure of the PIll not provided for by this
Agreement, or as otherwise specified in writing by Client.
5. MPI shall take reasonable steps to ensure that any agent, including a subcontractor, to whom
it provides PIll agrees to the same restrictions and conditions that apply to MPI under this Agreement
with respect to such Pill.
6. At the request of Client, MPI shall provide Client access to PIll in the time and manner
mutually agreed upon between MPI and Client or, as directed by Client, to an Individual in order to
meet the requirements under 45 CFR 164.524.
7. :MPI shall make any amendments to Pill in a Designated Record Set that the Client directs or
agrees to pursuant to 45 CFR 164.526 at the request of Client or an Individual, and in the time and
manner designated by Client.
MPI\Slles\H/PAA Bus ASloe amd rev'd 3-10-03
8, MPI shall make internal practices, books, and records relating to the use and disclosure of
PHI available to the Client, or at the request of the Client to the Secretary of the Dep,artment of Health
and Human Services or designee, in a time and manner designated by the Client or the Secretary, for
purposes of the Secretary determining Client's compliance with the Privacy Rule. MPI shall
document such disclosures of PIn and information related to such disclosures as would be required
for Client to respond to a request by an Individual for an accounting of disclosures of pm in
accordance with 45 CFR 164.528.
9. MPI shall provide to Client or an Individual, in time and manner designated by Client,
information collected in accordance with this Agreement, to permit Client to respond to a request by
an Individual for an accounting of disclosures of Pill in accordance with 45 CFR 164.528.
B. Pursuant to the Security Rule:
In addition to the foregoing, pursuantto 45 CFR ~164.308{b)(1) and 9164. 314(a)(2)(i) of the
Security Rule, MPI shall:
1. Implement administrative, physical, and technical safeguards that reasonable and appropriately
protect the confidentiality, integrity, and availability of the electronic PHI that it creates, receives,
maintains or transmits on behalf of Client;
2. Ensure that any agent, including a subcontractor, to which MPI providers such Pill agrees to
implement reasonable and appropriate safeguards to protect the Pill;
3. Report to the Client any security incident of which MPI becomes aware;
4. Authorize termination of the Agreement by the Client if the Client reasonably determines that
MPI has violated a material term of this Amendment; and
5. Make its policies and procedures, and documentation relating to such safeguards, availa.bleto
the Secretary ofHHS for purposes of determining Client's compliance with the Security Rule,
III. Permitted Uses and Disclosures by MPI Except as otherwise limited in thisAgreement,
"
A. MPI may use pm for the proper management and adininistration ofMPI or to carry out the
legal responsibilities of MPI. MPI also may disclose such pm as necessary for MPI's proper
management and administration or to carry out MPl's legal responsibilities, provided that such use or
disclosure is required by law, or MPI obtains reasonable assurance from any person or organization to
which MPI shall disclose such PIn that such person or organization shall:
1. hold such PIn in confidence and use or further disclose it only for the purpose for which it was
disclosed to MPI or as required by law; and
2. notify MPI of any instance of which the person or organization becomes aware in which the
confidentiality of such pm was breached. MPI shall promptly notify Client of such breach.
B. MPI may use or disclose PIn to perform functions, activities, or services for, or on behalf of,
Client as specified in this Agreement, provided that such use or disclosure would not violate the
Privacy Rule if done by Client.
MPI\SRleslHlPAA Bus Auce Bind rev'd 10-15.02
2
IV. Obligations of Client
A. Client shall provide MPI with notice of Clienfs privacy practices in accordance with 45 CFR
164.520, as well as any changes to such notice.
B. Client shall provide MPI with any changes in, or revocation of, permission by Individual to
use or disclose PHI, if such changes affect MPI's permitted or required uses and disclosures.
C. Client shall notify MPI of any restriction to the use or disclosure of Plu that Client has
agreed to in accordance with 45 CFR 164.522.
D. Client shall not request MPI to use or disclose PHI in any manner that would not be
permissible under the Privacy Rule if done by Client.
E. Client shall advise MPI of state laws and regulations that are pre-emptive of HIP AA.
V. Termination for Cause Upon Client's knowledge of a material breach by MPI of obligations set
forth in this Amendment, Client shall provide MPI an opportunity to cure the breach within a reasonable
time agreed to by Client. In the event of failure to cure in such time, Client shaH have the right
immediately to terminate the Agreement. Notwithstanding the foregoing, if neither termination ,nor cure
is feasible, Client shall report the violation to the Secretary.
VI. Effect of Termination of Agreement with respect to pm
A. Except as provided in paragraph (b) below, upon termination of this Agreement, for any
reason, MPI shall return or destroy all Pill received from Client, or created or received by MPI on
behalf of Client. This provision shall apply to PHI that is in the possession of subcOntractors or agents
ofMPI.
B. In the event that MPI cfeteImines that returning or destroying the Pill is infeasible,MPI shall
provide to Client notification of the conditions that make return or destruction infeasible. Upon
mutual agreement of the parties that return or destruction of PHI is infeasible, MPI shall extend the
protections of this Agreement to such Pill and limit further uses and disclosures of such PlU to those
purposes that make the return or destruction infeasible, for as long asMPI maintains such Pill.
MultiPlan, Inc.
115 Fifth Avenue
New York, NY 10003-1004
Client~"..()~ c;;t;L,,& 80CC
,Principa Ass: /{p~ - 'd/n 01"1--/ rJ S.,.,L,
/-V 11/eS/> ~/or/d~ _~307'O
~;; >n ~ rrI~3
SIgnature Date
-p~/e~ .~4~ "..,. ~ 4"vnr
PrInt Name and TI "''/
MPMaJe.IHIPAA BUI Assoc amd rev'd 10-15-02
3