HomeMy WebLinkAboutPHP settlement SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ( "Agreement ") is
entered into as of this ZS day of — SILL , 2012, by and between PREFERRED
HEALTH PLAN, INC. (hereinafter "PHP ") and THE CITY OF JEFFERSONVILLE, INDIANA
(hereinafter "City ").
RECITALS:
WHEREAS, City and PHP entered into a contract effective as of the first day of January,
2012 whereby PHP was to provide certain services to the City of Jeffersonville Health Benefit
Plan (hereinafter the "Service Agreement ");
WHEREAS, by its terms, the Service Agreement was to run from January 1, 2012
through December 31, 2013;
WHEREAS, the City by letter dated April 26, 2012 asserted that it was terminating the
Service Agreement effective July 1, 2012 and asserted as a basis therefor, an Indiana statute, I.C.
36- 4 -8 -12 to the effect that a city may not be obligated beyond the amount of money
appropriated and asserting that the City had not appropriated money for the City of
Jeffersonville Health Benefit Plan beyond December 31, 2012;
WHEREAS, notwithstanding the City's announced termination, the City asserted that
PHP was responsible for producing various reports for the City of Jeffersonville Health Benefit,
Plan under the terms of the Service Agreement;
WHEREAS, PHP disputed the City's right to terminate the Service Agreement effective
July 1, 2012, when appropriations had been made for the Health Benefit Plan through December
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31, 2012;
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WHEREAS, PHP further asserted that to the extent that the City was terminating the
Service Agreement effective July 1, 2012, it had no remaining obligations to the City pursuant
thereto, including the services and/or reports sought by the City; and
WHEREAS, the parties hereto are desirous of settling this dispute according to the terms
recited herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. City shall pay to PHP the total sum of Ninety Thousand Dollars ($90,000.00).
2. Effective July 1, 2012, PHP will cease serving as the third -party administrator for
the City of Jeffersonville Health Benefit Plan.
3. Upon receipt of the aforementioned payment from the City, PHP will provide to
the City or its designee, the following reports: (REPORT # 3 is not reflected in this schedule)
REPORT NUMBER LINE OF COVERAGE TYPE OF REPORT NOTES /COMMENTS
1 MEDICAL DEDUCTIBLE REPORT INCURRED DATES:
01/01/12 - 06/30/12
PAID DATES:
01/01/12 - 06/30/12
2 MEDICAL OUT -OF- POCKET INCURRED DATES:
REPORT 01/01/12 - 06/30/12
PAID DATES:
01/01/12 - 06/30/12 rr
4 DENTAL DEDUCTIBLE REPORT INCURRED DATES:
01/01/12 - 06/30/12
PAID DATES:
01/01/12 - 06/30/12
5 DENTAL OUT -OF- POCKET INCURRED DATES:
REPORT 01/01/12 - 06/30/12
PAID DATES:
01/01/12 - 06/30/12
6 DENTAL ORTHO LIFETIME MAX INCURRED DATES:
01/01/12 - 06/30/12
PAID DATES:
01/01/12 - 06/30/12
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PHP will provide these reports at the time of the payment by the City referenced in Paragraph
1. In addition, PHP will perform the "run out" of claims but with a final date of 12/31/2012.
"Run out" will be limited to claims processing for incurred dates of service 01/01/12 -
06/30/12 and the production of the reports called for by this Agreement. Following the
conclusion of its run out agreement at the end of the calendar year, if deemed necessary by the
City of Jeffersonville to allow its new TPA to adjust any member claim(s), PHP will re -run the
aforementioned reports with Incurred Dates of 1/1/2102 through 6/30/2012 and Paid Dates
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1/1/2012 through 12/31/2012 at the request of the City of Jeffersonville. Also following the
conclusion of the calendar year, PHP will run a report reflecting claims incurred for 04/01/12 -
06/30/12 but paid 07/01/12 - 12/31/12. This report, Report Number 3, will be run by PHP
only once, following the conclusion of its run out agreement at the end of the calendar year.
4. In consideration of the above, PHP releases and discharges the City of
Jeffersonville, its agents, attorneys, representatives, current and former employees and each of
them, from any and all claims, suits, costs, debts, liens, demands, and civil actions, arising out of
the Service Agreement and the termination thereof, whether known or unknown, suspected or
unsuspected, whether based on contract, tort, statute or other legal or equitable theory of
recovery.
5. In consideration of the above, the City hereby releases and discharges PHP, its
agents, attorneys, representatives, insurers, trustees, current and former employees, current and
former shareholders, officers, directors, affiliates, predecessors, successors, parent corporations,
subsidiaries, assigns, heirs, executors and administrators and each of them, from any and all
claims, suits, costs, debts, liens, demands, and civil actions arising out of the Service Agreement
and the termination thereof, whether known or unknown, suspected or unsuspected, whether
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based on contract, tort, statute or other legal or equitable theory of recovery.
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6. Each of the parties has full and complete authorization and power to execute this
Agreement and this Agreement is a valid, binding and enforceable obligation and does not
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violate any rule, law, regulation, contract or agreement otherwise enforceable by or against PHP
or the City.
7. Each of the parties represents and warrants that they received legal advice from
their respective attorneys with respect to the advisability of executing this Agreement.
8. This Agreement shall be binding up and inure to the benefit of PHP and the City
and their respective predecessors, successors, heirs, legal representatives, administrators,
attorneys, executors and assigns, as well as their agents, servants, employees, officers and
directors and affiliates and all persons, either natural or corporate, in privity with any of them.
9. This Agreement shall be governed by and construed in accordance with the laws
of the Commonwealth of Kentucky.
10. This Agreement may be executed in counterparts by PHP and the City and a
facsimile or electronic image signature shall be deemed an original signature for purposes of
executing this Agreement.
11. This Agreement constitutes the entire agreement between the parties respecting
the matters contained herein and supersedes any previous agreements, whether written or oral,
relating to such matters. This Agreement represents the final agreement between the P arties`
and it may not be contradicted by evidence of prior, contemporaneous or subsequent
agreements of the parties. There are no unwritten oral agreements between the parties and the
parties have not made any representations not stated herein nor have they relied upon any
representations not stated herein in deciding whether to enter into this Agreement.
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IN WITNESS WHEREOF, Preferred Health Plan, Inc. and the City of Jeffersonville,
fi Indiana have executed this Agreement on the dates indicated below.
CITY OF JEF 1E . • NVILLE, NDIANA
Date: 1 \ 1Z.
By
PREFERRED HEALTH PLAN, INC.
g Date: By:
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'S: \Client Files \Preferred Health Plan.26320 \City Of Jeffersonville.79018.002 \ SETTLEMENT AGREEMENT AND MUTUAL RELEASE 07- 23- 12.Doc
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