MANAGED CARE SERVICES AGREEMENT
CorVel Healthcare Corporation
Managed Care Services Agreement
This Managed Care Services Agreement (this "Agreement") is entered into as of the Effective Date set
forth below, by and between CorVel Healthcare Corporation ("CorVel") and the customer identified
below ("Customer") to govern Customer's rights to use certain of CorVel's managed care services. This
Agreement consists of and incorporates the following components:
This Cover and Signature Page
General Terms and Conditions
Exhibit A - Selected Managed Care Services & List of Applicable Schedules
Exhibit B - Fees and Payments
Exhibit C - CareMC License Agreement
Exhibit D - CorVel Certificate of Insurance
Exhibit E - Customer Insurance Coverage Limits
Schedules - Terms and Conditions of Selected Managed Care Services
1. Effective Date: January 1, 2008
2. CorVel Address and Contact: CorVel Corporation
Irvine, California 92614
2010 Main Street, Suite 600
Attn: Director, Legal Services
Phone: (949) 851-1473
Fax: (949) 851-1469
Email: sharon_o.connor@corveI.com
3. Customer Address and Contact: City of Clearwater
100 S. Myrtle Ave, Clearwater, F133756-5520
Attn: Sharon Walton
Phone: 727 -5624655
Fax: 727-5624659
Email: Sharon.Walton@myclearwater.com
By signing below, each party acknowledges his/her agreement with the terms and conditions of this Agreement
and represents and certifies that he/she is authorized to sign on behalf of and to bind each of the respective
signatories to all of the terms and conditions of this Agreement as of the Effective Date.
CORVEL HEALTHCARE CORPORATION:
By: ~._... I/J/t!)8'
Name:
Title:
cus~
By: - t. ~ tt.
Name: W: I I,' ill rr'\ 8, Jlo L NI:: 1/
Title: (2 IT.., tn'l,v I') 6-B/L
MSA: City of Clearwater
02/07
1-SF/7062003.9
GENERAL TERMS & CONDITIONS
RECITALS
WHEREAS, CorVel is in the business of providing managed care servIces (the "Managed Care
Services"); and
WHEREAS, Customer desires to retain CorVel to provide certain Managed Care Services, including
Online Services, for the benefit of Customer and its insureds and/or their injured employees; and
WHEREAS, CorVel desires to be so retained by Customer to provide such Managed Care Services and
Online Services, all under the terms and conditions set forth in this Agreement.
NOW THEREFORE, for and in consideration of the agreements, covenants, representations and
warranties set forth herein, and other good and valuable consideration provided by the parties, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. MANAGED CARE SERVICES
A. Exclusivitv. Unless the parties expressly agree otherwise in writing, CorVel shall be the primary
provider of all Managed Care Services to Customer during the Term of this Agreement.
B. Terms and Conditions of Services. The Managed Care Services chosen by Customer are indicated on
Exhibit A of this Agreement and shall be provided by CorVel and utilized by Customer in accordance
with the terms and conditions set forth on the applicable Schedules.
2. FEES
A. Fees. Billing and Pavrnent. The fees and billing and payment procedures for the Managed Care
Services and CareMC Application are set forth on Exhibit B ("Fees").
3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CUSTOMER
A. Insurance. For the term of this Agreement, Customer agrees to keep in force at its sole expense
comprehensive general liability insurance and professional liability insurance with coverage limits in
accordance with Exhibit E attached hereto. Upon request by CorVel, Customer shall furnish CorVel with
a certificate of such insurance. It is agreed that Customer shall be deemed in compliance with this
Section 3C by being self-insured under terms and conditions and with sufficient reserves as is customary
within the industry for companies of comparable size with comparable operations.
B. Non-Solicitation. As a material inducement to CorVel to provide the Managed Care Services set forth
in the Agreement, Customer agrees that during the Term of this Agreement and for a period of one (1)
year after any expiration or termination thereof, Customer shall not, directly or indirectly, recruit or solicit
for similar employment, employ or in any manner engage the services of or otherwise interfere with the
employment relationship of any CorVel employee who was in any way involved in providing services to
Customer pursuant to the Agreement without the prior written consent of CorVel. In the event Customer
breaches this covenant of non-solicitation and non-employment, CorVel shall be entitled to recover the
amount of one (1) times annual salary per employee from Customer as liquidated damages. The parties
acknowledge that CorVel's actual damages in the event of such a breach by Customer would be
extremely difficult or impracticable to determine and acknowledge that this liquidated damages amount
has been agreed upon as a reasonable estimate of CorVel's damages and as CorVel's exclusive remedy
against Customer in the event of a breach of this Section 3D by Customer. The parties further agree that
in any action brought on account of any alleged breach of this covenant, the prevailing party shall be
entitled to recover its reasonable attorney's fees and costs..
MSA: : City of Clearwater
02/07
I-SFI70620OJ.9
2
4. LIMITATION OF LIABILITY
A. Limitation on Damages. CUSTOMER AGREES THAT, EXCEPT WITH RESPECT TO (i) A
BREACH BY CORVEL OF ITS OBLIGATIONS UNDER SECTION 9 (Confidentiality), AND (ii)
CORVEL'S OBLIGATIONS UNDER SECTION 7 (lndemn(fication), IN NO EVENT WILL
CORVEL'S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER OR IN
CONNECTION WITH THIS AGREEMENT EXCEED THE LESSER OF: (x) THE FEES PAID BY
CUSTOMER TO CORVEL HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE
FIRST NOTICE IS PROVIDED BY EITHER PARTY REFERENCING A CLAIM HEREUNDER; OR
(y) TWO HUNDRED THOUSAND DOLLARS (US$200,OOO), REGARDLESS OF WHETHER
CLAIMS ARE BROUGHT UNDER TORT, CONTRACT, OR ANY OTHER LEGAL OR EQUITABLE
THEORY. For purposes of this Section 6(A), the calculation of fees paid to CorVel shall exclude provider
fees, pharmacy fees and facility fees which Customer pays to CorVel and CorVel passes through to
providers and pharmacies.
B. Exclusion of Damages. EXCEPT WITH RESPECT TO (i) A BREACH BY EITHER PARTY OF
ITS OBLIGATIONS UNDER SECTION 9 (Confidentiality), (ii) DAMAGES INCLUDED IN CLAIMS
THAT ARE THE SUBJECT OF A PARTY'S OBLIGATIONS UNDER SECTION 7 (lndemn(fication),
(iii) A BREACH BY CUSTOMER OF THE SCOPE OF THE LICENSE GRANTED IN SECTION 2 OF
THE CAREMC AGREEMENT (License and Restrictions), AND (iv) DAMAGES ASSOCIATED WITH
INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL
PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST REVENUES) UNDER
THIS AGREEMENT. THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF
Wl:lETHER CLAIMS BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE
FORESEEABLE, WHETHER THEY ARE BROUGHT UNDER TORT, NEGLIGENCE, CONTRACT
OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER ANY REMEDY UNDER
THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
C. Integral Element. The parties acknowledge that the limitations and disclaimers set forth in this
Agreement were an integral element in the business arrangement between the parties. The pricing and
other terms of this Agreement reflect this allocation of risk and the disclaimers and limitations of liability
set forth herein.
5. INDEMNIFICATION
A. Mutual Indemnification. Subject to section 7D below, each party shall defend any third party claim
against the other party arising from the death of or physical injury to any person or damage to the
indemnified party's property to the extent proximately caused by the negligence of the indemnifying party
or its agents or employees, and indemnify and hold harmless the other party and its respective officers,
directors and employees from and against damages, liabilities and reasonable costs and expenses,
including reasonable legal fees ("Losses") incurred in connection therewith.
B. Indemnification bv CorVel. Subject to Section 7D below, CorVel shall defend any third party suit or
action against Customer to the extent such suit or action is based on a claim that Customer's permitted
use of the CareMC Application under this Agreement constitutes an infringement of a United States
patent, trademark, trade name, trade secret, copyright or other United States intellectual property right,
and CorVel will pay those Losses finally awarded against Customer in any monetary settlement or final,
non-appealable judgment of such suit or action which are specifically attributable to such claim. This
indemnity does not apply to any claims based on Customer's use of the CareMC Application (i) in
violation of this Agreement or the Documentation (as defined in the CareMC License Agreement), (ii) in
combination with any other software, hardware, network or system where the alleged infringement relates
to such combination, or (iii) based on CorVel's compliance with Customer's instructions, designs or
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I-SFI7062003.9
specifications where the alleged infringement relates to such compliance. If any portion of the CareMC
Application becomes, or in CorVel's opinion is likely to become, the subject of a claim of infringement,
then CorVel may, at its option and expense, procure for Customer the right to continue using the CareMC
Application or replace or modify the affected portion of the CareMC Application so that it becomes non-
infringing. If neither alternative is reasonably available, CorVel may terminate this Agreement. THE
FOREGOING STATES CORVEL'S ENTIRE LIABILITY AND CUSTOMER'S SOLE REMEDY FOR
INFRINGEMENT CLAIMS.
C. Customer Indemnification. Subject to Section 7D below, Customer shall defend, indemnify and hold
harmless CorVel from Losses arising out of or relating to (i) Customer's misuse of, modification to,
rejection of or failure to implement on a timely basis any of Cor Vel's recommendations made hereunder,
(ii) acts or omissions by CorVel that were undertaken at the express direction of Customer, (iii)
Customer's use of the CareMC Application in violation of the terms of the CareMC License Agreement,
(iv) data or content included in or omitted from Customer Data (as defined in the CareMC License
Agreement), (v) subject to Section 7A above, any claim by an employee of Customer or Customer's
insureds brought against CorVel due to the recommendations made by CorVel hereunder and not caused
by a breach by CorVel of its obligations hereunder in providing such recommendations, and (vi) any
claim described in Section 7B(i)-(iii) above.
D. Conditions. The parties' indemnification obligations under this Section 7 are contingent upon: (i) the
indemnified party giving prompt written notice to the indemnifying party of any claim under this Section
(provided, however, that failure to give such notification shall not affect the indemnification provided
hereunder except to the extent, and only to the extent, that the indemnifying party shall have been actually
prejudiced as a result of such failure), (ii) the indemnifying party having the right, but not the obligation,
to assume sole control of the defense or settlement of the claim, and (iii) at the indemnifying party's
request and expense, the indemnified party cooperating in the investigation and defense of such c1aim(s).
If the indemnifying party assumes the defense of any claim hereunder, the indemnified party shall be
entitled to participate in (but not control) such defense and to retain its own counsel, at its own expense.
The indemnifying party shall not settle or consent to an adverse judgment in any such claim that
adversely affects the rights or interests of the indemnified party or imposes additional obligations on the
indemnified party, without the prior express written consent of the indemnified party.
6. TERM AND TERMINATION.
A. Term. Unless provided otherwise on Exhibit B, the initial term of this Agreement shall begin on the
Effective Date and continue for a period of one (I) year from the Effective Date (the "Initial Term").
Thereafter, the Agreement shall be renewed automatically for subsequent one (1 )-year terms (each a
"Renewal Term"), unless either party gives written notice of its intent to terminate no less than thirty (30)
days prior to the end of the then-current term. The Initial Term and any subsequent Renewal Term(s) are
collectively referred to herein as the "Term".
B. Termination for Convenience. This Agreement may be terminated by either party for convenience
upon thirty (30) days written notice to the other party any time after the expiration of the Initial Term..
MSA: : City of Clearwater
02/07
I-SFI7062003.9
4
EXHIBIT A
Managed Care Services Selected by Customer
Customer has chosen the Managed Care Services indicated below. The specific terms and conditions that
apply to CorVel's provision and Customer's receipt of such Managed Care Services are set forth in the
indicated Schedules, which are hereby incolporated by reference into this Agreement.
Service
Selected by
Customer
(check box if yes)
Applicable
Terms & Conditions
Managed Care Services:
First Report of Loss and Early Intervention
Services
Case Management Services
~
5r
Schedule I
Schedule 2
Network Solutions:
wI On-Site MedCheck Services
G( Schedule 3
D Schedule 3-A
D Schedule 3-B
~ Schedule 3-C
~ Schedule 4
D Schedule 5
MedCheck Services
wI Checkwriting Services
MedCheck Select
CorCare Preferred Provider Network
Access Services (PPO)
CareIQ Services:
Independent Medical Exams (IME);
Durable Medical Equipment (DME)
Medical Imaging Services
Transportation and Translation Services
Physical and Occupational Therapy
CorCareRXSM Benefit Program
D
D
Schedule 6
Peer ReviewIMedical Records Review
Schedule 7
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SCHEDULE 1
First Report of Loss and Early Intervention Services
Terms and Conditions
1. DESCRIPTION OF SERVICES
(a) First report of loss services are gathering pertinent information related to a work injury ("First
Report of Loss Services").
2. DELIVERY OF FIRST REPORT OF LOSS SERVICES
(a) CorVel shall provide First Report Services to Customer upon receipt by CorVel of specific
requests from Customer. Prior to the implementation of CorVel First Report Services and as
required during the Term of this Agreement, Customer shall provide CorVel with instructions
regarding the scope and extent of the First Report .
(b) Customer, its insureds, and/or their employees shall initiate First Report Services by (i) calling
CorVel via a toll free number provided by CorVel, (ii) entering such information online through
CareMC, or (iii) faxing such information to the CorVe1 intake specialist. Once the Required
Information is gathered by a CorVel representative, First Report of Loss forms will be submitted
in accordance with Customer's instructions.
SCHEDULE 2
Case Management Services
Terms and Conditions
1. DESCRIPTION OF SERVICES
(a) Case management services are provided to manage a claimant's case in order to identify the most
appropriate rehabilitative treatment and/or most cost-effective health care alternatives ("Case
Management Services"). Case managers may confer with the adjuster, attending physician, other
medical providers, employer(s), attomey(s), the patient and the patient's family.
(b) In certain states if requested by Customer, Case Management Services may include vocational
rehabilitation services.
2. DELIVERY OF SERVICES
(a) CorVel shall provide Case Management Services to Customer upon receipt by CorVel of specific
requests from Customer.
SCHEDULE 3
Bill Audit, Review and Payment ("MedCheck") Services
Terms and Conditions
1. DESCRIPTION OF SERVICES
(a) "MedCheck" is CorVel's proprietary computerized bill review software program that enables
automated auditing and review of hospital bills ("Hospital Bills") and medical provider bills
("Provider Bills" and, together with Hospital Bills, "Bills").
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2. DELIVERY OF SERVICES
(a) Customer's Obligations
(i) During the term of this Agreement, unless agreed to otherwise by the parties in writing,
Customer shall utilize CorVel exclusively (even as to Customer) for audit, review and
repricing services for Bills related to workers' compensation. A breach of the foregoing
obligation shall constitute a material breach under this Agreement. Without limiting any
other remedies available under law, a breach of the foregoing obligation with respect to
CorCare PPO (as defined in Schedule 7) Provider Bills will result in immediate termination
of all CorCare PPO discounts provided by CorVel.
(ii) Customer shall process CorCare PPO Provider reimbursements within fourteen (14) days
from receipt of the corresponding MedCheck Audit analysis from CorVel.
(b) CorVel's Obligations
(i) CorVel shall complete the required medical data reporting to the Division on all provider bills
that CorVel has processed for the client.
(ii) MedCheck Services shall be completed within five (5) business days of CorVel's receipt
from receipt by CorVel of all necessary billing information from Customer ("Complete
Billing Information").
(iii) All penalties and fees assessed by the State of Florida to the City of Clearwater and
occasioned by CorVel's failure to meet said obligations shall be borne by CorVel. All
penalties and fees assessed by the State of Florida to the City of Clearwater and occasioned
by the City's failure to meet said obligations shall be borne by the City.
SCHEDULE 3-C
MedCheck Select Services
(Professional Review Services; Hospital Bill Line Item
Bill Review Services; Negotiation Services)
Terms and Conditions
1. DESCRIPTION OF SERVICES
(a) Professional Review Services. CorVel will provide professional review services for all Hospital
Bills (inpatient and outpatient) in excess of two thousand five-hundred dollars ($2,500) including:
(b) Negotiation Services. CorVel will provide negotiation services with respect to all Hospital Bills
(inpatient and outpatient) in excess of two thousand five-hundred dollars ($2,500). CorVel will
contact the provider for agreement of the negotiated rate. A signed agreement regarding such
rates will be maintained by CorVel. CorVel will use its commercially reasonable efforts to enter
into an agreement regarding negotiated rates in accordance with a mutually agreed upon schedule.
(a) Customer Responsibilities
(i) Customer shall pay bills reviewed by CorVel in a timely manner in accordance with all state
guidelines, and agrees to waive any bill audit and/or other retrospective reviews regarding all
bills for which CorVel has secured a reduction from the original billed charges.
(ii) Customer will identify all bills that are not eligible for MedCheck Select. Services due to: (A)
compensability; (B) a pre-negotiated rate with Customer or other previously established
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02107
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discount; (C) services that are "review only" due to litigation or other non-payment issues;
and (D) duplicate bills.
(b) If a medical provider questions the adjustment and/or balance bills the patient, and the claim
payor notifies CorVel of such communication, CorVel will provide documentation of its findings.
If the hospital provides corrective or qualifying information sufficient to alter our original
adjustments, CorVel will revise its report; advise the claim payor of the new, corrected
adjustment. Only in the event of a successful appeal of the reduction of the bill by the medical
provider shall Customer be entitled to receive a credit for the portion of the fee previously
charged for the amount of the adjustment successfully appealed.
SCHEDULE 4
CorCare Preferred Provider Network Access Services (PPO)
Terms and Conditions
I. DESCRIPTION OF SERVICES
(a) CorVel's COJ'Care preferred provider organization is a network of hospitals, physicians and other
health care providers ("Participating Providers") that offer services at pre-negotiated rates
("CorCare PPO Network").
II. DELIVERY OF SERVICES
(a) CorVel shall provide Customer with access to its CorCare PPO Network provided it is the
exclusive preferred provider organization utilized by Customer for workers' compensation
claimants. CorVel may at any time and in its sole discretion add and/or terminate any provider to
or from the CorCare PPO Network.
(b) Customer agrees that, during the Term of this Agreement and for (12) twelve month period
thereafter, Customer will not contract directly or indirectly with Participating Providers made
known to Customer under this Agreement. However the client reserves the right to switch to other
provider networks after the client has terminated their services with CorVel.
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SCHEDULE 6
CorCareRXSM Benefit Program
Terms and Conditions
I. DESCRIPTION OF SERVICES.
(a) CorVel shall be the exclusive provider of a pharmacy preferred provider network hereinafter
referred to as the "CorCare Pharmacy PPO", representing pharmacy providers who offer to
discount their fees below state mandated fee schedule or usual and customary rates, and who
agree to comply with CorVel's pharmacy utilization review program. In addition, CorVel
provides pharmacy audit and review and payment services, including check writing services, and
pharmacy benefits services hereinafter referred to as "CorCareRXSM," all such services, including
COICare Pharmacy PPO (as referenced below) shall hereinafter be referred to collectively as the
"CorCareRXSM Benefit Program".
II. DELIVERY OF SERVICES.
(a) Customer shall pay all invoices within seven (14) days of the date of receipt by Customer. All
payments by Customer shall be made as an electronic fund transfer or Automated Clearing House
debit or transfer or in such other medium as the parties shall agree. Upon the failure to pay
CorVel in a timely manner, CorVel may by written notice to Customer immediately terminate
the Customer's participation in the CorCareRXSM Benefit Program.
(b) Within two (4) days of Customer's receipt of an invoice, Customer may dispute a bill by
notifying CorVel for any of the following reasons:
a. CorVel's and/or the Participating Pharmacy's violation of the Utilization Review
Parameters set forth in the Customer's DUR program; or
b. the improper disbursement of any prescription pursuant to this Agreement; or
c. duplicate or inadvertent entries or other clerical mistakes on an invoice from CorVel
(c) Bills not disputed by Customer by notification to CorVel within two (4) days of Customer's
receipt of the underlying invoice shall be deemed approved, and Customer shall make payment to
CorVel as provided above.
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EXHIBIT B
Fees
(1) During Initial Term. Fees during the Initial Term of this Agreement shall be as follows:
Network Solutions:
MedCheck Bill Review
$1.27/Iine
2 line minimum
MedCheck Select
Professional Review
CorCare PPO Discount
35% of savings
35% of savings
35% of savings
CorCareRX PPO Pharmacy
Retail Pharmacies
Brand
Generic
A WP-12% +$2.50 handling
A WP-II % + $2.50 handling
Walgreens
Brand
Generic
A WP-3% +$4.00 handling
A WP-3% + $4.00 handling
Mail Order
Brand
Generic
AWP-12% +$2.50 handling
A WP-20% + $2.50 handling
FIELD CASE MANAGEMENT
. Includes notes visible via CareMC
. Mileage
. Travel/W ait
S80.00/HOUR
IRS per mile
Professional Rate
Pre-Admission Certification & Concurrent Stay Review
$185/review
IME (Nationwide)
$275+ Physician Fee
Peer Review Coordination (Nationwide)
$275+ Physician Fee
FNOL
$16.00 per FNOL
*
Services above and beyond those listed above may have additional fees.
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. J
:i:'I!I:II:illl!':~j'III!:II!!I!I::I:II!II!:I!'llli:li!I::II. .. ...
PRODUCER
MARSH USA INC.
500 WEST MONROE STREET
CHICAGO, IL 60661
Attn: (PH: 312627-6994; FAX: 877 8557274)
.. ..... ::j::jj;::::j:.j;::o::I"mIEIGiiE~IE.jINsS_eE'j:: CERTIFICATE NUMBER
:.:.:.:.",,'.:,;,::,:,:::.:,:::::::::,::::;:;:;::,::;:::::;:;:::;:::::::::;:;:::;:;............:.:...::::::::::::::::::::::::::::..... .....::: :":.. :::::.:}.:.:.;.::t;.:.~:;.;./. .:.:.. '::'/:':':"::::}::':::,/:::))::::",::. ... ........ .'::... ..:':... ,... ,.... .... .. ::,:::,'::.;.:.... CHI-000562484-22
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
NO RIGHTS UPON THE CERnFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
POUCY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POUCIES DESCRIBED HEREIN.
COMPANIES AFFORDING COVERAGE
1944-ALl-wPROF-07/OS
INSURED
COMPANY
A TRAVELERS PROPERTY CASUALTY COMPANY OF AMERICA
CorVel Corporation
Attn: Jeanette Mungcal
2010 Main Street, Suite 600
Irvine, CA 92614
COMPANY
B ST. PAUL FIRE & MARINE INSURANCE COMPANY
COMPANY
C HOMELAND INSURANCE COMPANY OF NEW YORK
COMPANY
D
::~n,i$~~~~ij~..@~~~.m;Pt{!i~~~~f9i:til~P!if~~cii:j~~~~!9W':::
THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS.
co TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVIE POLICY EXPIRATION LIMITS
LTR DATE (MM/DDIVY) DATE (MMlDDIYY)
A GENERAL UABlLITY T J-GLSA-280K509-5-07 04130107 04103108 GENERAl AGGREGATE $ 2,000,000
X COMMERCIAL GENERAL LIABILITY PRODUCTS - COMPJOP AGG $ 2,000,000
ClAIMS MADE ~ OCCUR PERSONAL & ADV INJURY $ 1,000,000
OWNER'S & CONTRACTOR'S PROT $ 1,000,000
$ 1,000,000
$ 10,000
A AUTOMOBILE LIABILITY T J-CAP-280K51 0-2-07 04/30107 04/30108 $ 1,000,000
COMBINED SINGLE LIMIT
ANY AUTO
ALL OWNED AUTOS BODILY INJURY $
X SCHEDULED AUTOS (Per person)
X HIRED AUTOS BODILY INJURY $
X NON.QWNED AUTOS (Per accident)
X UTO PHYSICAL DAMAGE: PROPERTY DAMAGE $
OMP $SOO/COll $SOO
GARAGE UABlLlTY
ANY AUTO OTHER THAN AUTO ONLY:
AGGREGATE
B EXCESS UABlUTY QK01201567 04130107 04130108 EACH OCCURRENCE
X UMBREllA FORM AGGREGATE
A TC2J-UB-280K507-1-07 04130107 04130108
A TRJ-UB-280KS083-07 04130107 04/30108 $
THE PROPRIETOR! X INCL EL DlSEASE-POLICY UMIT $
PARTNERSlEXECUTIVE
OFFICERS ARE: EXCl El DISEASE-EACH EMPlOYEE $
C MANAGED HEAL THCARE MCP -1371-06 10/31106 12/31/07
PROF LIAS (E & 0) 1,000,000
SIR 500 000
DeaCRlPl'lON OF OPERAnONSlLOCAnONSNEHICLESlSPECIAL ITEMS
City of Clearwater is Additional Insured with respect their interest.
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. . . . . . . . . . . . . . - . .
City of Clearwater
Attn: John Marcin
100 S. Myrtle Ave.
Clearwater, FL 34616
RECEIVED
SHOULD NfY OF THE POUClES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE tlSURER AFFORllfoIG COVERAGE WU ENDEAVOR TO MAIL --30 DAYS WRITTEN NOTICE TO THE
CER11FICATE HOLDER NAMED HEREIN, BUT FAIWRE TO MAIL SUCH NOTICE SHAll IMPOSE NO OBUGATlON OR
UABIUTY OF NfY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE
OEt 1 4 2001
ISSUER OF THIS CERTIFICATE.
MARSH USA INC.
BY: Kevin M. Brogan
f..A-.:- "N'- ~
RISK MANAGEMENT
EXHIBIT D
CorVel Certificate of Insurance
(provided separately - to be attached)
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1-SFI7062003.9
CITY OF CLEARWATER
POST OFFICE Box 4748, CLEARWATER, FI.ORIDA 33758-4748
MUNICIPAL SERVICES BUIlDING, 100 Soum MYRTLE AVE;-.1UE, CLEARWATER, FLORIDA 33756
TELEPHONE (127) 562-4650 FAX (727) 562-4659
FINA."KE DEPARnlENT
RISK MANAGEMENT DIVISION
Exhibit "E"
December19, 2007
CorVel Corporation
5401 W. Kennedy Blvd., #535
Tampa, FL 33609-2445
Please accept this letter as certification the City of Clearwater is insured (or self-insured) for liability and
workers' compensation coverage as shown below. The City has been approved by the State of Florida as a
self-insured municipal government. The state audit number for the City as a self-insured Florida municipality is
9173. This certification is issued as a matter of information only and confers no rights upon the holder. The
insurance coverages named below do not extend the limits of liability beyond the statutory Iimits.of $100,000
per Person/$200,000 per occurrence as governed by the provisions of section 768.28, Florida Statutes.
The City's major insurance coverages and limits are as follows:
1. Auto Liability, General Liability, Police Professional Liability, and Public Official Liability: Excess
Insurance: $7,000,000 ($14,000,000 Aggregate) with State National Insurance Company with self-insured
retention of $500,000 for the policy period 10/01/07-10/01/08.
2. Workers' Compensation: Statutory coverage per Occurrence with self-insured retention of $500,000
Excess Insurance via State National Insurance Company for the policy period 10/1/07-10/01/08. Employer
liability limits are $500,000/$500,000/$500,000.
3. Emergency Medical Services (EMS) specific coverages as follows:
. EMS Medical, Professional Liability and Commercial General Liability: $1,000,000 per
Occurrence limiU$1,OOO,OOO Aggregate with American Alternative Insurance Corporation for the policy
period 10/01/07-10/01/08 and EMS Excess Following Form liability: $1,000,000 per Occurrence limit
in excess of the Total Underlying limit.
. EMS Commercial Automobile Liability: $1,000,000 per Occurrence Combined Single Limit with
,American Alternative Insurance Corporation for the policy period 10/01/07-10/01/08.
Sin.c ;~f~Y' .
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// Sharon. Watton, ARM-P
Risk Manager
*
"EOUAL EMPLOYMENT AND AFFIIWI\IIYE ACJI0N fu1J'IDYIY" __
CORVEL CORPORATION
CAREMC LICENSE AGREEMENT
This CareMC Lice~ Agreement (this "License Agreement") is
entered into as of ~, 2008, (the "Effective Date") by
and between CorVe1 Corporation ("CorVel") and City of Clearwater
("Customer").
RECITALS
WHEREAS, Customer and CorVel are parties to several managed
care sl/1es ~reements (the "Master Agreements")
Dated: & I 2 .0 'Y pursuant to which Customer agreed to
purchase and CorVel agreed to provide the CorVel managed care
services set forth therein (the "Managed Care Services"); and
WHEREAS, CorVel provides its customers with the option of
accessing certain Managed Care Services by means of CorVel's
proprietary software solution (the "CareMC Application") via the
CorVel web site located at the URL ..www.caremc.com.. (the "CareMC
Site"); and
WHEREAS, Customer desires to be provided with access to and
use of the CareMC Application by means of an Internet browser under
the terms and conditions set forth in this License Agreement.
NOW, THEREFORE, in consideration of the premises set forth
above, the promises made herein, and other good and valuable
consideration the receipt which is hereby acknowledged, the parties
agree as follows:
1. ACCESS TO THE CAREMC APPLICATION
A. Terms of Use. The parties acknowledge and agree that the
terms and conditions under which particular Managed Care Services
are provided by CorVel shall be governed by the applicable Master
Agreement, while the terms and conditions under which Customer may
access and use the CareMC Application in order to utilize the online
and automated components of such Managed Care Service (the "Online
Services") shall be governed by the terms and conditions of this
License Agreement.
B. Registration Information. Prior to accessing the CareMC
Application, Customer shall provide CorVel with certain registration
information requested therein ("Registration Information"). Customer
represents and warrants that (i) the Registration Information Customer
provides is true, accurate, current and complete, and (ii) the
Registration Information will be updated as necessary to keep such data
true, accurate, current and complete.
C. Passwords and Levels of Access. As soon as practicable after
the execution of this License Agreement, CorVe1 shall provide a master
password to Customer that allows Customer initial access to the Online
Services (the "Master Password"). Customer shall then designate two
groups of Authorized Users. The first group of Authorized Users
("Restricted Users") shall have access to all data available on the
CareMC Site except data that constitutes or contains "protected health
information" ("PHI Data") as such term is defined in 45 CFR Section
164.501 of the regulations promulgated by the U.S. Department of
Health and Human Services under the Health Insurance Portability and
Accountability Act of 1996, Public Law 104-191 ("HIPAA"). Each
Restricted User shall initially access the Online Services by means of
the Master Password, then shall be required to choose his/her own
unique password (each, a "Restricted Password") for all future access.
The second group of Authorized Users ("Non-Restricted Users") shall
have access to all data available through the CareMC Application,
including PHI Data, but shall only have access to PHI Data to the
extent necessary for Customer to render payment on a claim, and then
only to those portions or amounts of PHI Data that are determined by
I-SFI7083400.2
CorVel, in its sole discretion, to be the mInImum necessary for
Customer to render payment on such claim. Each Non-Restricted User
will be required to choose a second unique password (each, a "Non-
Restricted Password") which will enable his/her.to access PHI Data on
the foregoing terms.
D. Non-Restricted Users. Customer represents and warrants to
CorVel that each Non-Restricted User who accesses PHI Data will do
so solely in order for Customer to render payment on the applicable
claim.
E. Securitv of Passwords. Customer acknowledges and agrees
that it shall be solely responsible for (i) selecting Authorized Users, (ii)
assigning the various levels of authority and access each Authorized
User may have to the CareMC Application, Online Services and
Customer Data, including by determining which Authorized Users shall
be Non-Restricted Users, (iii) ensuring that only Authorized Users have
access to the Master Password, only Restricted Users have access to the
Restricted Passwords and only Non-Restricted Users have access to
Non-Restricted Passwords, (iv) implementing a system to control, track
and account for all Restricted Passwords and Non-Restricted
Passwords, (v) strictly maintaining the confidentiality and integrity of
the Master Password, Restricted Passwords and Non-Restricted
Passwords and levels of authority among Authorized Users, and (iv)
ensuring that Authorized Users shall at all times comply with the terms
and conditions of this License Agreement. Customer further agrees
that it shall notify CorVel immediately in writing if the security or
integrity of a password has been compromised.
F. Customer Data. Responsibility for ensuring that the content
and data input into the CareMC Application by Customer or
Authorized Users ("Customer Data") is accurate, reflects Customer's
requirements and is entered correctly lies solely with Customer. All
data generated by and through Customer's use of the CareMC
Application and Online Services shall reside on CorVel's server.
CorVel reserves the right to temporarily suspend access to any
Customer Data that it determines, in its sole discretion, violates the
terms and conditions of this License Agreement or any applicable laws.
G. Use of Customer Data. CorVel shall have the right to use
Customer Data to fulfill its obligations under this License Agreement
and the Master Agreements. Further, nothing shall prohibit CorVel
from using aggregate, non-identifying, statistical data generated
through its customers', including Customer, use of the CareMC
Application, Online Services and CareMC Site for marketing purposes,
provided that CorVel shall not use or disclose any such data or
information in a manner that would reveal the identity of: or other
confidential information concerning, Customer. Such aggregate, non-
identifying statistical data could include, without limitation, statistics
regarding the usage of, number of case referrals generated by and/or
efficiencies gained by CorVel customers through their use of the
CareMC Application, Online Services and/or CareMC Site.
H. Changes to the CareMC Application. CorVel reserves the
right, at any time in its sole discretion and without liability to
Customer, to delete or change features of the CareMC Application,
CareMC Site or Online Services provided such changes do not
materially alter the functionality of the CareMC Application.
2. LICENSE AND RESTRICTIONS
A. Limited License. Subject to the terms and conditions of this
License Agreement, CorVel grants to Customer during the License
Term (as defined in Section 7 A below) a limited, non-exclusive, non-
transferable, non-sublicensable license to access and use, and allow
Authorized Users to access and use, the CareMC Application via the
CareMC Site solely for Customer's own internal business use and
1/30/04
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.operations. Customer shall access and use the CareMC Application in
'accordance with the user's guides and online instruction provided to
Customer by CorVel ("Documentation") and all applicable laws,
statutes, rules and regulations.
B. Restrictions. Customer shall not, and shall not allow
Authorized Users or any third party to (i) rent, lease, re-license or
otherwise provide access to the CareMC Application or Online
Services to any third party, (ii) alter, modify or create derivative works
of the CareMC Application, (iii) use any reverse compilation,
decompilation or disassembly techniques or similar methods to
determine any design structure, concepts and construction method of
the CareMC Application or replicate the functionality of the CareMC
Application for any purpose, or (iv) copy the CareMC Application or
any content, materials, information and other data provided by CorVel
on the CareMC Site or used in providing the Online Services ("CorVel
Content") and/or Documentation without CorVel's prior written
consent.
C. Third Parties. Customer shall not allow any third party to
have access to the CareMC Application or Online Services without
prior written consent of CorVel and ensuring that (i) such third party
enters into a legally enforceable written agreement with CorVel, or (ii)
such third party enters into a legally enforceable written agreement
with Customer consistent with the terms of this License Agreement and
which shall include terms at least as protective of CorVel as the
following Sections of this License Agreement: Sections I B, I D, IE,
I H, 2B, 2D, 3B, 31 and 5A-5C.
D. Ownership. CorVel owns and shall retain all right, title and
interest in and to the CareMC Application, Documentation, CareMC
Site, Online Services, CorVel Content and any intellectual property
rights inherent therein or arising therefrom. In addition to CorVel's
rights in the individual elements of the CorVel Content, CorVel owns a
copyright in the selection, coordination, arrangement and enhancement
of the CorVel Content. Neither Customer nor any Authorized User
shall obtain any ownership rights, express or implied, or any other
rights other than those expressly set forth herein in the CareMC
Application, Documentation or CorVeI Content.
E. Compliance Monitoring and Audits. CorVel may monitor
and, at its expense, perform an audit of Customer's use of the CareMC
Application and CareMC Site to verify that Customer and Authorized
Users are using the CareMC Application in compliance with the terms
of this License Agreement. CorVel reserves the right to temporarily
suspend Customer's or any Authorized User's access to the CareMC
Application in the event Customer or such Authorized User engages in,
or CorVel in good faith suspects is engaged in, any unauthorized
conduct. To the extent CorVel requires access to Customer's facilities
to conduct an audit hereunder, such access shall be made upon
reasonable notice and conducted during Customer's regular business
hours.
3. INFRASTRUCTURE, MAINTENANCE AND SUPPORT
A. CorVel Infrastructure Obligations. Subject to Customer's
compliance with the terms and conditions of this License Agreement,
CorVel shall be responsible for providing and maintaining the
hardware, software and other equipment required to host the CareMC
Application for Customer ("CareMC Infrastructure"). The CareMC
Infrastructure is subject to modification by CorVeI from time to time
for purposes such as adding new functionality, maximizing operating
efficiency and upgrading hardware, provided such modifications shall
not in the aggregate degrade the performance of the Online Services
utilized by Customer. Customer understands and acknowledges that
such modifications may require changes to Customer's Internet access
and/or telecommunications infrastructure to maintain Customer's
desired level of performance. CorVel shall give Customer reasonable
prior written notice of any such modifications.
I-SFI7083400.2
B. Customer Infrastructure Oblig:ations. Except for the CareMC
Infrastructure, which will be provided by CorVel, Customer shall be
responsible for obtaining and maintaining all hardware, software,
equipment, Internet access and/or telecommunications services and
other items or services furnished by third party venders or providers
("Third Partv Providers") required to enable Customer to access and
use the CareMC Application and CareMC Site as contemplated
hereunder.
C. Support. CorVel will provide general support regarding
questions on the CareMC Application and CareMC Site via email and
by telephone from Monday through Friday between the hours of 5:00
a.m. and 6:00 p.m. Pacific Standard Time, excluding holidays.
D. Scheduled Maintenance. CorVel will use reasonable efforts
to (i) perform any scheduled downtime outside of Customer's normal
business hours, (ii) notify Customer of all scheduled downtimes at least
seventy-two (72) hours in advance, and (iii) perform software updates
to the CareMC Application with minimal disruption to Customer's use
of the Online Services.
E. System Monitoring. CorVel will use reasonable efforts to
continuously monitor its web servers and database servers to ensure
that they are functioning properly.
F. Security. CorVeI will implement and use reasonable efforts
to maintain secure systems through the use of firewalls, virtual private
networks (VPN), and other security technologies. Any security
violations that affect the data of Customer will be promptly reported to
Customer.
G. Disaster Recoverv and Backup. CorVel will use reasonable
efforts to perform nightly backups of essential data on its web servers
and database servers. CorVel has implemented third party backup and
restoration technology to enable high speed recovery of data. CorVel
utilizes redundant load balanced Win 2000 servers for 24x7, 365 day
access, except for regularly scheduled system maintenance and upgrade
processes. SQL Server databases are hosted on clustered servers
offering fall-over capability, redundant communication links, and load
balanced application servers. Backup tapes are restored into a test
environment not less than quarterly to confirm validity of backups.
The CareMC Site has redundant inbound Internet and Intranet
connectivity.
H. Professional Managed Care Services. If Customer requires
any additional professional services relating to the CareMC Application
or Online Services from CorVel including but not limited to integration
with Customer's electronic data interfaces (EDIs) or other Customer
systems, Customer shall submit a written request to CorVel for such
services. CorVel shall, in good faith, consider providing such services
at its then-current professional services fee rate and standard terms and
conditions.
4. REPRESENTATIONS AND WARRANTIES
A. Customer Representations. Customer represents that (i) it
has the legal authority to provide the Customer Data to CorVel
hereunder, and (ii) it is fully aware and knowledgeable of and shall
comply with its duties and responsibilities with respect to the privacy
and confidentiality of medical records and protected health information
under applicable federal and state laws, including but not limited to
those imposed by HIP AA. Upon written notice to Customer, CorVel
may modify or temporarily suspend Customer's access to and use of
the CareMC Application, Online Services and/or CareMC Site as
necessary to comply with any law or regulation.
B. CorVeI Warranties. CorVel warrants that (i) it shall use
commercially reasonable professional practices and good workmanship
in providing the CareMC Application, and (ii) Customer support will
be performed consistent with generally accepted industry standards.
These warranties extend only to Customer.
C. Exclusive Remedv. For any breach of the warranties set forth
in Section 4B above, CorVel's entire liability and Customer's exclusive
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;.remedy will be the correction of the problems or errors that cause the
breach of warranty if feasible or termination of the License Agreement.
5. DISCLAIMERS AND LIMIT A TIONS OF LIABILITY
A. Disclaimers. TO THE EXTENT ALLOWED BY
APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES
DESCRIBED IN SECTION 4B ABOVE, CORVEL MAKES NO
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
GOOD TITLE, SATISFACTORY QUALITY AND
NONINFRINGEMENT. CUSTOMER SPECIFICALLY
ACKNOWLEDGES AND AGREES AS FOLLOWS:
(i) Internet Usage. Customer acknowledges that the
Internet is essentially an unregulated, insecure and unreliable
environment, and that the ability of Customer to access and use
the CareMC Application is dependent on the Internet and
hardware, software and services provided by various Third Party
Providers. CORVEL SHALL NOT BE RESPONSIBLE FOR
CUSTOMER'S INABILITY TO ACCESS OR USE THE
CAREMC APPLICATION TO THE EXTENT CAUSED BY
F AlLURES OR INTERRUPTIONS OF ANY HARDWARE,
SOFTW ARE OR SERVICES PROVIDED BY CUSTOMER OR
THIRD P ARTY PROVIDERS.
(ii) CareMC Apolication. CUSTOMER
ACKNOWLEDGES AND AGREES THAT CORVEL DOES
NOT WARRANT THAT THE CAREMC APPLICATION OR
ONLINE SERVICES ARE ERROR FREE, THAT CUSTOMER
WILL BE ABLE TO ACCESS OR USE THE CAREMC
APPLICATION OR ONLINE SERVICES WITHOUT
PROBLEMS OR INTERRUPTIONS, OR THAT THE CAREMC
SITE AND CAREMC APPLICATION ARE NOT
SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER
VIRUS INFECTION.
(iii) Third Party Web Sites. Customer's (and
Authorized Users') use of third-party web sites linked to or
advertised on the CareMC Site is at Customer's own risk and
subject to the terms and conditions of use for such third party
sites. CORVEL IS NEITHER RESPONSIBLE NOR LIABLE
FOR, DIRECTLY OR INDIRECTLY, AND DOES NOT
ENDORSE ANY THIRD-P ARTY ADVERTISEMENTS
PLACED ON THE CAREMC SITE OR, WITH RESPECT TO
ANY THIRD-PARTY SITES' ACCESSED THROUGH THE
CAREMC SITE, ANY (i) CONTENT ON SUCH THIRD
P ARTY SITES, INCLUDING, WITHOUT LIMIT A TION, ANY
PRODUCT OR SERVICE OFFERED THEREON,
(ii) ACTIVITY OR TRANSACTION IN WHICH CUSTOMER
ENGAGES ON ANY THIRD PARTY SITE, OR (iii) USE OF
COOKIES ON ANY THIRD P ARTY SITE.
(iv) Network Intrusions. CUSTOMER AGREES THAT
CORVEL WILL NOT BE LIABLE FOR DAMAGES ARISING
FROM ANY BREACH, UNAUTHORIZED ACCESS TO,
MISUSE OF, OR INTRUSION INTO, CUSTOMER DATA
RESIDING ON CORVEL'S SERVER(S) OR ANY NETWORK
USED BY CUSTOMER TO THE EXTENT SUCH DAMAGES
WERE BEYOND CORVEL'S REASONABLE CONTROL.
B. Exclusion from Limitations. CLAIMS ARISING FROM
THE FOLLOWING SHALL BE EXCLUDED FROM THE
LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES
PROVISIONS SET FORTH IN ARTICLE IV OF THE MASTER
AGREEMENTS: (i) A BREACH BY CUSTOMER OF ANY
PROVISION SET FORTH IN SECTION IE (PASSWORD
SECURITY) OR SECTIONS 2A-C (LICENSE AND
1-SFI7083400.2
RESTRICTIONS) OF THIS LICENSE AGREEMENT, AND (ii) THE
PARTIES' OBLIGATIONS UNDER SECTION 6
(INDEMNIFICATION).
6. INDEMNIFICATION
A. Indemnification by CorVel. Subject to Customer's
compliance with the indemnification procedures set forth in Article V
of the Master Agreements, CorVel will defend any third party claim or
action against Customer to the extent such suit or action is based on a
claim that Customer's permitted use of the CareMC Application under
this License Agreement constitutes an infringement of a United States
patent, trademark, trade name, trade secret, copyright or other United
States intellectual property right, and CorVel will pay those damages
and costs finally awarded against Customer in any monetary settlement
of such suit or action which are specifically attributable to such claim.
This indemnity does not apply to any claims based on Customer's use
of the CareMC Application (i) in violation of this License Agreement,
(ii) in a manner not provided for or described in the Documentation,
(iii) in combination with any other software, hardware, network or
system, or (iv) based on CorVel's compliance with Customer's
instructions, designs or specifications. If any portion of the CareMC
Application becomes, or in CorVel's opinion is likely to become, the
subject of a claim of infringement, then CorVel may, at its option and
expense procure for Customer the right to continue using the affected
portion of the CareMC Application or replace or modifY the affected
portion of the CareMC Application so that it becomes non-infringing.
If neither alternative is reasonably available, CorVel may terminate this
License Agreement. THE FOREGOING STATES CORVEL'S
ENTIRE LIABILITY AND CUSTOMER'S SOLE REMEDY FOR
INFRINGEMENT CLAIMS.
B. Indemnification by Customer. Subject to CorVel's
compliance with the indemnification procedures set forth in Article V
of the Master Agreements, Customer shall defend and indemnify
CorVel from any third party claim resulting from, arising out of or
relating to (i) use of the CareMC Application, Online Services or
CareMC Site by Customer, (ii) a breach of Customer's obligations
under Section I E above, (iii) data or content included in or omitted
from Customer Data, or (iv) any claim described in Section 6A(i)-(iv)
above.
7. LICENSE TERM AND TERMINATION
A. Coterminous with Master Agreements. Unless terminated
earlier in accordance with Sections 7B or 7C below, this License
Agreement shall automatically terminate with respect to the particular
Managed Care Services provided pursuant to a particular Master
Agreement upon expiration or termination of such Master Agreement
for any reason (the term of this License Agreement, the "License
Term").
B. Termination for Convenience. Either party shall have the
right to terminate this License Agreement for any reason or for no
reason, upon ninety (90) days written notice to the other party.
C. Termination for Cause. This License Agreement may be
terminated by either party for cause as follows: (i) upon thirty (30) days
written notice if the other party breaches or defaults under any material
provision of this Agreement and does not cures such breach prior to the
end of such thirty (30) day period, (ii) effective immediately and
without notice if the other party ceases to do business, or otherwise
terminates its business operations, except as a result of an assignment,
as permitted under the terms and conditions of this License Agreement,
or (iii) effective immediately and without notice if the other party
becomes insolvent or seeks protection under any bankruptcy,
receivership, trust deed, creditors arrangement, composition or
comparable proceeding, or if any such proceeding is instituted against
the other (and not dismissed within ninety (90) days).
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D. Effect. Except to the extent expressly provided to the
contrary herein or in the Master Agreements, any right of action for
breach of the License Agreement prior to termination, and the
following provisions shall survive the termination of this License
Agreement: Sections I G, 2D, 4, 5 and 6. Additionally, upon
termination or expiration of the License Agreement (i) CorVel shall
provide Customer with any proprietary data belonging to Customer, in
the current format in which it is stored at CorVel at the termination of
the License Agreement, (ii) all licenses granted under this License
Agreement shall terminate immediately, (iii) all rights to use the
CareMC Application and Online Services shall cease immediately, and
(iv) each party shall promptly return all information, documents,
manuals and other materials belonging to the other party related to this
License Agreement, whether in printed or electronic form, except as
otherwise provided in this License Agreement, including without
limitation all confidential information of the other party then currently
in its possession.
8. MISCELLANEOUS
A. Incorporation bv Reference. The proVISIOns set forth in
Articles IV, V and VI of the Master Services Agreements are hereby
incorporated herein by reference.
B. Contacts for Notices. All written notice required or permitted
hereunder shall be in writing and shall be sufficient if personally
delivered or sent by facsimile or internationally recognized delivery
service to the address or fax number set forth below, unless such
address or fax number is changed by notice, to the other party, as
permitted hereunder. Any notices shall be deemed given on the date
received, as indicated (i) by receipt of electronic answer back in the
case of facsimile, or (ii) the records of the delivery service, if by
courier.
If to CorVel:
CorVel Corporation
Irvine, California 92614
20 I 0 Main Street, Suite 600
Attn: Director, Legal Services
Phone: (949) 851-1473
Fax: (949) 851-]469
Email: ..sharon_o.connor@corve1.com..
If to Customer:
Attn:
Phone:
Fax:
Email:
IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Agreement as of the Effective Date set
forth above.
By:
Name:
Title:
1-SFI7083400.2
:;s~~
Name:
~ LL ((j ,..., g. I/oll- ~6- V
{! I r y /YI ~ ""'" p. e -L
Title:
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