SERVICE AGREEMENT
BETWEEN
BLUE CROSS & BLUE SHIELD UNITED OF WISCONSIN
and
VALLEY HEALTH PLAN, INC.
This agreement is effective the 1st day of January, 1993 by and between Blue
Cross and Blue Shield of Wisconsin, a Wisconsin Corporation, hereinafter
referred to as BCBSUW, Valley Health Plan, Inc. hereinafter referred to as VHP.
This agreement is a companion agreement to a like agreement between Midelfort
Clinic - A Mayo Regional Practice, Meridian Resource Corporation, and Take
Control, Inc.
WITNESSETH
In consideration of the mutual covenants and agreements hereinafter set forth,
the parties do hereby and for their successors and assigns agree as follows:
ARTICLE I: This service agreement shall be effective January 1, 1993,
replaces and supersedes all other service agreements, supplements, amendments
and modifications entered into between the parties.
ARTICLE II: In consideration of the payment of charges specified by the
agreement and its amendment BCBSUW will provide the service specified in Article
III in connection with VHP's operation and vice versa.
ARTICLE III:
A. BCBSUW will provide the services show in Exhibit 1 and incorporated herein
by reference to VHP for an estimated fee, the fee, being established by
amendments to this agreement annually. VHP reserves the right to determine
which services they wish to purchase from BCBS. The list of services to be
provided will be agreed upon annually. Actual amount to be charged will be
based on various allocations methodologies as specified on Exhibit 1.
B. VHP will provide the services and incorporated herein by reference to Blue
Cross for an estimated fee, the fee being established by amendment to this
agreement annually. Actual amount to be charged will be based on various
allocation methodologies
C. BCBSUW will reimburse VHP on an actual cost basis, as billed for costs
incurred on BCBSUW on an actual cost basis, as billed for costs incurred on
VHP's behalf.
D. VHP will reimburse BCBSUW on an actual cost basis, as billed for costs
incurred on VHP's behalf.
ARTICLE IV: The services stated in Article III-A and III-B shall be reported to
VHP via a quarterly report. The net amount due BCBSUW and/or VHP will
approximated each month based on the prior months actual expense. This amount
shall be adjusted to actual at least annually.
ARTICLE V: BCBSUW and VHP mutually agree that this service agreement is not
an exclusive one.
ARTICLE VI: This agreement shall be effect for one (1) year commencing January
1, 1993 and ending December 31, 1993, unless terminated in accordance with the
provisions of Article VII. This agreement shall be automatically renewed for a
period on one (1) year on each succeeding January 1, subject to negotiation of
the rates and allocations shown on the exhibits.
ARTICLE VII: This agreement or any portion of it may be terminated by either
party upon notice to the other party at least ninety (90) days prior to the
termination date.
ARTICLE VII, FORCE MAJEURE: Neither of the parties to this Agreement shall be
considered in default in performance of its obligations hereunder if performance
of such obligations is prevented or delayed by Act of God, or other
circumstances beyond the control of the non-performing party. Time of
performance of either party shall be extended by the time period reasonably
necessary to overcome the efforts of such force majeure occurrences.
ARTICLE IX, INTERPRETATION:
This Agreement shall be construed in accordance with the laws of the State of
Wisconsin
ARTICLE X, INTEGRATION: This Agreement, including only modifications or
amendments agreed to in writing and incorporated herein by reference expressed
the entire understanding and agreement of the parties with reference to the
subject matter hereof, and is a complete and exclusive statement of the terms of
this agreement, and no representations or agreements modifying of supplementing
the terms of this Agreement shall be valid unless in writing, and signed by
persons authorized to sign agreements on behalf of both parties.
Executed at Milwaukee, Wisconsin, this 21st day of April, ▇▇▇▇
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by:
--------------------------------
Authorized Signature
Executed at Milwaukee, Wisconsin, this 21st day of April, 1993
VALLEY HEALTH PLAN, INC.
by:
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Authorized Signature
