Contract between the board of regents of the unversity system of georgia and
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- 1. DEFINITIONS AND TERMS
CONTRACT BETWEENTHE BOARD OF REGENTS OF THE UNVERSITY SYSTEM OF GEORGIA ANDFOR FULLY-INSURED MEDICAL PLAN (In-Network Only-Atlanta MSA) Contract No. 47200-14051-MSA INO THIS CONTRACT, with an effective date of _______________ (hereinafter referred to as the “Effective Date”), is made and entered into by and between the Board of Regents of the University System of Georgia (hereinafter referred to as the “BOR”) and ______ _________________________ (hereinafter referred to as “Contractor”). WHEREAS, the BOR has established and is responsible for the administration of a self-insured health benefit plan (the “BOR Health Plan”) pursuant to the authority granted in O.C.G.A. § 20-3-31 and § 20-3-51; and WHEREAS, the BOR has caused Request for Proposals Number 47200-14051 (hereinafter referred to as the “RFP”) to be issued for a fully-insured, Atlanta Metropolitan Statistical Area In-Network Only Plan with an integrated HRA (hereinafter referred to as the “MSA INO Plan”), which is expressly incorporated into this Contract; and WHEREAS, Contractor has thoroughly reviewed, analyzed, and understood the RFP, has timely raised all questions or objections to the RFP, and has had the opportunity to review and fully understand the BOR’s operating environment for the activities that are the subject of this Contract and the needs and requirements of the BOR during this Contract’s term; and WHEREAS, the BOR has received from Contractor a proposal in response to the RFP, (hereinafter referred to as the “Contractor’s Proposal”), which is expressly incorporated into this Contract; and WHEREAS, the BOR accepts the Contractor’s Proposal to provide the MSA INO Plan for the BOR; and WHEREAS, Contractor, [including its approved subcontractors,] has the skills, qualifications, expertise, financial resources and experience necessary to perform the services described in the RFP, the Contractor’s Proposal, and this Contract in an efficient, cost-effective manner, with a high degree of quality and responsiveness and has performed similar services for other public and private entities; and NOW THEREFORE, and in consideration of the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the BOR and Contractor (each individually a “Party” and collectively the “Parties”) hereby agree as follows: 1. DEFINITIONS AND TERMSWhenever capitalized in this Contract, the following terms have the respective meaning set forth below, unless the context clearly requires otherwise. In the event of a conflict or disagreement among the Parties, the BOR’s interpretation shall control. 1.1 “Acceptance” means a notice from the BOR to Contractor that a Deliverable has conformed to its applicable Acceptance Criteria in accordance with Section 13.5, System Changes. 1.2 “Acceptance Criteria” means the Specifications against which each Deliverable will be evaluated in accordance with Section 13.5, System Changes. 1.3 “Acceptance Tests” means the tests or reviews that are performed by the BOR to determine that there are no Deficiencies with the Deliverables and that must be satisfied before Acceptance can occur as set forth in Section 13.5, System Changes. 1.4 “Account Manager” or “Account Director” means the individual employed full-time by (and is legally empowered by) Contractor to oversee the management and coordination of the BOR account. This individual must have decision-making authority to adjust and meet program needs. 1.5 “Administrative Services” or “Services” means services that Contractor provided pursuant to this Contract, either directly or through Subcontractors. 1.6 “BOR Content” means any materials provided by the BOR to Contractor in order for Contractor to provide the Services. BOR Content includes, but is not limited to, images, photographs, illustrations, graphics, audio clips, video clips, and text such as operating procedures, scripts, or any form of text. 1.7 “BOR Data” means all information provided to Contractor by the BOR or Members, eligibility information, Member specific information, clinical information, documents, messages (verbal or electronic), reports, or agendas and other documentation related to or arising out of this Contract. 1.8 “BOR Program Manager” means the BOR employee identified as the Program Manager in Section 31, Notices. 1.9 “Business Day” means every day except Saturdays, Sundays, and those holidays designated by law pursuant to O.C.G.A. § 1-4-1. 1.10 “Calendar Day” means any of the seven days of the week. 1.11 “Claim” means any bill, invoice, or other written statement from a specific Provider for health care services or supplies submitted to Contractor in accordance with the requirements of the BOR Health Plan for a specific Member. 1.12 “Coinsurance” or “Copayment” means the amount to be paid by the Member for each health care service as determined in accordance with the terms of the Plan Option in which the Member is enrolled. 1.13 “Contract” means this Fully-Insured Medical Plan (In-Network Only) Contact and all appendices, exhibits, attachments and addenda thereto, including the Contract Documents. 1.14 “Contract Documents” means this Contract, the RFP, any amendments to the RFP, and the Contractor’s Proposal submitted by Contractor in response to the RFP collectively. If provisions of the Contract Documents conflict but are otherwise consistent with law, the terms of the separate Contract Documents shall prevail over one another in the following order: this Contract, the RFP and any amendments to the RFP, the Contractor’s Proposal, and any documents incorporated herein by reference. 1.15 “Corrective Action Plan” means the detailed written plan submitted by Contractor to the BOR and approved in writing by the BOR to remedy or resolve Contractor’s unsatisfactory performance (as determined by the BOR). 1.16 “Covered Services” means those Medically Necessary health services provided to Members by Providers for the purpose of preventing, diagnosing, or treating a sickness, injury, mental illness, substance abuse disorder or their symptoms, and which are not expressly excluded in Plan Documents either categorically or due to the operation of limits or maximums described in the Plan Documents. 1.17 “Dedicated” means Contractor’s staff members who are solely assigned to perform Services in furtherance of this Contract, which means that Contractor does not assign them to work for any other client or customer. 1.18 “Deficiency” means a failure of a Deliverable or an omission, defect, or deficiency in a Deliverable that causes it to not conform to its Specifications. 1.19 “Deliverable” means a specific task or product, such as a written product, report, system, test, audit, or meeting that must be accomplished by Contractor (either independently or in concert with the BOR or a third party) during the course of Contractor’s performance under this Contract by a deadline specified in this Contract or the Implementation Plan. 1.20 “Designated” means Contractor’s staff members who are assigned to perform Services in furtherance of this Contract but may also be assigned by Contractor to work for other clients or customers. 1.21 “Electronic Data Interchange” (“EDI”) means the structured transmission of data between organizations by electronic means, which is used to transfer electronic documents or business data from one computer system to another computer system or network. Under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) EDI is based on the X12N EDI data transmission protocol standard. 1.22 “Eligibility Files” means the list submitted by the BOR or its agent to Contractor in electronic or other mutually acceptable form indicating Members eligible to participate in the BOR Health Plan. 1.23 “Employee” means an individual who is eligible to enroll in the BOR Health Plan due to his or her current or former employment with an Employing Entity. 1.24 “Employing Entity” means an employer that offers the BOR Health Plan to an Employee, or Employees and former Employees. 1.25 “Health Care Transparency” (“HCT”) means a broad-scale initiative enabling consumers to compare the quality and price of health care services so that they can make informed choices among doctors and hospitals. 1.26 “Health Information Exchange” (“HIE”) means the capability to electronically move clinical information between health care information systems while maintaining the meaning of the information being exchanged. 1.27 “Health Information Technology” (“HIT”) means the use of computerized systems to securely exchange, store, and protect the integrity of individually identifiable health information, as defined in 45 C.F.R. Part 160. 1.28 “Health Information Technology for Economic and Clinical Health (HITECH) Act” means Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009. 1.29 “Health Insurance Portability and Accountability Act of 1996” (“HIPAA”) means 42 U.S.C. § 201 et seq., which encompasses standards related to the administrative simplification, privacy, and security of health care information and is also known as the Kennedy-Kassebaum Act. 1.30 “Health Reimbursement Arrangement” (“HRA”) means an account set up on behalf of the Employee in accordance with applicable Internal Revenue Code requirements, under which expenses associated with Covered Services for which claims have been submitted under the MSA INO Plan are reimbursed. The HRA accounts generally are integrated with the applicable service options offered by the BOR Health Plan, but there may be instances in which a Stand-Alone HRA exists as a result of a residual HRA balance upon termination of coverage. 1.31 “Identification Card” means the card issued by Contractor identifying the Member as eligible to receive Covered Services from Network Providers under a Plan Option. 1.32 “Implementation” means preparation of readiness to provide the Administrative Services. Task associated with Implementation are set out in an Implementation Plan. 1.33 “Implementation Plan” means the overall plan of activities for the Contract and the delineation of tasks, activities, and events to be performed and Deliverables to be produced with regard to the BOR Health Plan as submitted in Contractor’s Proposal and updated in accordance with Section 3.1 of this Contract. 1.34 “Medically Necessary” and “Medical Necessity” means care that meets the guidelines for medical appropriateness or medical necessity as set forth in the Plan Documents. 1.35 “Member” means all Employees and their dependents enrolled in a Plan Option. 1.36 “Member Services” means a dedicated customer service unit responsible for responding to Members’ questions, comments, and inquiries. 1.37 “Metropolitan Statistical Area” (“MSA”) means the twenty-nine (29) county area described in Attachment B, Atlanta MSA to this Contract. 1.38 “Monthly Premium Payments” means the schedule of monthly premiums from the BOR to Contractor based on the monthly enrollment counts of Employees enrolled in the MSA INO Plan. The premium fees shall be a fixed “per Employee per month (“PEPM”) fee as set forth in Attachment A, Premiums and Fees, to this Contract. Attachment A shall address the allocation of premium fees for Employees who do not participate for the entire calendar month. 1.39 “MSA INO Plan” means the fully-insured group health benefit plan option under the BOR Health Plan that provides access to the Network Providers. 1.40 “NCQA” means National Committee for Quality Assurance. 1.41 “Network Provider” means any Provider who participates in the Provider Network. 1.42 “Non-Covered Services” means all health care services rendered to Members other than Covered Services. Providers are not entitled to reimbursement under the Plan for Non-Covered Services provided to Members. 1.43 “Out-of-Network Provider(s)” means any Provider that has not contracted with Contractor and is not participating in the Provider Network. 1.44 “Performance Standards” means the standards set forth in the performance guarantees found in Attachment G. 1.45 “Plan” means the BOR Health Plan. 1.46 “Plan Documents” means the Evidence of Coverage and Disclosure Documents set forth in Attachment C. 1.47 “Prior Authorization” means an approval process required before certain services or supplies may be paid by the Plan. 1.48 “Provider” means a primary care physician, specialist, hospital, or other health care provider licensed or accredited as required by state law. 1.49 “Provider Network” means a comprehensive network of physicians, hospitals and other Providers located throughout the continental United States who have entered into or are governed by contractual arrangements under which they agree to provide Covered Services to Members under the MSA INO Plan and accept negotiated fees for these services. 1.50 “Quality Management” (“QM”) means a systematic, data-driven effort to measure, monitor, evaluate, reports, compare, and improve Member, client, and/or health care services including Member safety as related to the efforts or results of treatment modalities or practices for a particular disease, condition, or process. The goal of Quality Management is to improve UM functions by monitoring and analyzing the data and modifying processes in response to this data. 1.51 “Software” means all computer instructions or data and any updates thereto (including executable computer program code together with the associated data files, date structures and databases) within the control of and used by Contractor to administer the programs described in this Contract. 1.52 “Specifications” means the technical and other written specifications that define the requirements and Acceptance Criteria, as described in the RFP, the Contractor’s Proposal, subsequent Deliverables that have received Acceptance, and the Documentation. Such Specifications will include and be in compliance with all applicable State and federal policies, laws, regulations, and technical standards. The Specifications are, by this reference, made a part of this Contract, as though completely set forth herein. 1.53 “Subcontractor” means a person or entity not in the employment of Contractor that is providing Administrative Services under this Contract under a separate agreement with or on behalf of Contractor. 1.54 “Systems” means Contractor’s Systems that it makes available to the BOR to access and facilitate the transfer of information in conjunction with this Contract, and other information systems used by Contractor to support functions associated with this Contract. 1.55 “Urban, Rural, and Suburban Market” means the BOR’s designations as based on population density as reported by the U.S. Census Bureau. 1.56 “Work Product” means all Deliverables, records, telephone call recordings, reports, analyses, communications with Members, claims information, any software or hardware or other equipment upgrades or enhancements requested by and made for the BOR’s sole use, meeting agendas and other documentation, data and other related materials (whether electronic, hardcopy or otherwise) either: (a) prepared by Contractor or created by Contractor based upon and using information supplied by the BOR or Members; or (b) prepared or created by Contractor for the BOR, including, but not limited to, all reports demonstrating the extent to which Contractor met Performance Standards and Deliverables set forth in the Contract, and all written or recorded communications between Contractor and the BOR related to the Services. 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