Services to be Provided. The purpose of this Contract is the provision of coverage for healthcare services, including pharmacy benefits, for Members in the fully-insured MSA INO Plan. Subject to the terms and conditions of this Contract, the BOR retains Contractor to furnish all the goods, services, and other Deliverables required by the Contract.
Conflict Between Contract Documents. In the event of a conflict in language between the RFP and this Contract, the terms, conditions, provisions, and requirements set forth in this Contract shall govern and control without exception. In the event of a conflict in language between any of the various Contract Documents, the terms, conditions, provisions, and requirements of the Contract shall control and govern. Any other conflicts shall be clarified or decided by the BOR.
No Payment for Services Outside Scope of Work.Additionally, the Parties agree that the BOR shall not pay or otherwise compensate Contractor for any services, goods, or deliverables outside of the above scope of service or statement of work. The BOR shall not make any exceptions or waivers on this matter. In the event of a dispute regarding whether an item is within the scope of service or statement of work, the Parties will attempt to reach a mutually agreeable solution. If the Parties fail to reach a mutual agreement, Section 29, Conflict Resolution, of this Contract shall control, govern, and not be subject to appeal.
Independent Contractor. Contractor shall act as an independent contractor in the performance of its duties under this Contract. The BOR is the administrator of the BOR Health Plan and shall retain authority and responsibility for the operation of the BOR Health Plan, for the determination of which laws, regulations, policies, and procedures apply to the BOR Health Plan, which documents are Plan Documents, and for the proper interpretation of Plan Documents, eligibility requirements, rules, policies, and procedures that apply to the BOR Health Plan. Contractor may act on behalf of the BOR in connection with the BOR Health Plan only to the extent stated in this Contract. In performing its duties under this Contract, Contractor shall act with care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, and shall be held to such standard in any conflict arising between the Parties.
Sponsor of the BOR Health Plan. The BOR is the sponsor of the BOR Health Plan and retains sole and absolute authority to design, amend, terminate, or modify, in whole or in part, any portion of the BOR Health Plan in accordance with applicable law.
BOR RESPONSIBILITIES
The BOR shall complete the following tasks and actions:
Review and Approval of Implementation Plan. The BOR shall review and approve the Implementation Plan including Contractor and the BOR team assignments. Contractor shall submit within ten (10) Calendar Days of the full execution of this Contract its proposed Implementation Plan to the BOR for its review and approval. The BOR shall review the Implementation Plan and accept it if it means all requirements of this Contract, including but not limited to Contractor and BOR team assignments. The BOR shall designate a project leader for the MPA program (the “BOR Project Leader”) and shall make available other staff, as reasonably necessary, for implementation as set forth in the approved Implementation Plan. The schedule of deadlines in the Implementation Plan shall not change as a result of time required by Contractor to correct any deficiencies, unless otherwise agreed in writing by the BOR. Contractor shall update the Implementation Plan regularly (no less than monthly) and as otherwise necessary throughout the Implementation to accurately reflect the status of activities, task, events, services and projected schedule for each. Any changes to the Implementation Plan must be approved in writing by the BOR. Progress updates to the Implementation Plan must allow adequate time, in the BOR’s reasonable judgment, for the BOR to review and comment on the updates, as well as any new or modified Deliverables and any revision or correction of a Deliverable. Unless otherwise agreed to in writing by the BOR, the BOR’s consent to a change in the Implementation Plan will not relieve Contractor of liability, including but not limited to liquidated damages, from failures to perform its obligations as required in this Contract. Updates to the Implementation Plan will be incorporated into this Contract upon written acceptance by the BOR.
Monthly Fees. Commencing January 1, 2015, the BOR shall pay to Contractor the premiums and fees as set forth in Attachment A, Premiums and Fees and fund the HRAs in accordance with the procedures mutually agreed upon by the Parties during Implementation.
Member Eligibility. The BOR shall provide Contractor with the most complete set of Member eligibility data and assist Contractor with interfaces in accordance with Section 5.1 of this Contract.
Eligibility Verification System. The BOR shall arrange for a mechanism for timely verification of eligibility information of persons known as Members in accordance with the provisions under the Plan.
Communications. The BOR shall make diligent good faith efforts to facilitate effective and continuous communication with Contractor, and to notify Members of provisions under this Contract through appropriate education and information.
Communication Materials. The BOR shall review and approve all communication materials including letters, brochures and informational mailings and other documents that Providers or Members shall receive from Contractor on behalf of the BOR prior to Contractor sending such materials.
Electronic Communications. The BOR may review and approve the content of any web-site information, telephone recorded greetings and messaging (including on-hold messaging), telephone prompts, and automated voice response system(s) prior to their being made available to Members on behalf of the BOR.
Use of Trademarks/Logos for Marketing Purposes. The BOR shall permit Contractor to use the BOR name, trademarks and logos for the limited purpose of informing Providers and Members and individuals who are eligible to be Member of the BOR Health Plan. Additionally, Contractor’s Provider directories and any electronic or Internet publication of such directories displaying the names, trademarks and/or logos of the BOR and/or the member institutions of the University System of Georgia shall be approved by the BOR in writing prior to distribution or other release. Any other desired use or dissemination by Contractor of the name of the BOR and/or the member institutions of the University System of Georgia in any connection with the services provided by Contractor shall require the prior written consent of the BOR. Contractor shall immediately cease to use the names, trademarks, and/or logos of the BOR and/or the member institutions of the University System of Georgia upon the earlier of (i) receipt of notice from the BOR to cease use; or (ii) termination of this Contract.
Deadline Extensions. The BOR may extend deadlines or change scheduled dates at the sole discretion and in the best interest of the BOR toward the attainment of the BOR mission.
Readiness Review. At least sixty (60) Calendar Days prior to January 1, 2015, the BOR may conduct a readiness review of Contractor, including an on-site review of Contractor’s facilities. Contractor shall participate in all readiness review activities conducted by the BOR to ensure Contractor’s operational readiness. The BOR will provide Contractor a summary of findings as well as areas requiring corrective action.
