Employee Benefits Third-Party Administration
Ridgeline Health Partners · Meridian Benefits Administrators
1. Parties and Recitals
This Agreement is entered into by and between Ridgeline Health Partners, a multi-specialty physician group ("Practice"), and Meridian Benefits Administrators ("Vendor"), and is identified in Practice's records as RHP-HR-0503.
The parties enter into this Agreement in respect of Employee Benefits Third-Party Administration, upon the terms and conditions set forth below.
2. Term
Register reads from this clause: Effective date · Term end
The initial term commences on Jan 25, 2024 and continues for 24 months unless earlier terminated in accordance with this Agreement.
The term currently in effect ends on Jan 25, 2027.
3. Renewal and Notice of Non-Renewal
Register reads from this clause: Renewal type · Notice period
Administrator shall adjudicate claims in accordance with the plan document. Fees shall be charged on a per-employee-per-month basis.
For the avoidance of doubt, notice of non-renewal must be delivered not less than 90 days prior to the end of the then-current term.
4. Scope of Services
Vendor shall provide the services described in Exhibit A in accordance with the standards of care and performance set forth therein, and shall maintain all licenses, certifications and approvals required to perform such services.
5. Compensation
Register reads from this clause: Annual value · Compensation · Total value · Rate position
The annual value of this Agreement recorded in Practice's register is $308,000, exclusive of pass-through charges and surcharges.
Rate position of record: $21.40 PEPM administrative fee.
6. Compliance with Law
Each party shall comply with all applicable federal and state laws and regulations, including without limitation the federal Anti-Kickback Statute, the physician self-referral law, and the privacy and security regulations promulgated under the Health Insurance Portability and Accountability Act.
7. Confidentiality
Each party shall hold in confidence all confidential information of the other party and shall not disclose such information except as required to perform its obligations or as required by law. The obligations of this section survive termination.
8. Termination
Either party may terminate this Agreement upon material breach by the other party which remains uncured thirty (30) days after written notice describing the breach in reasonable detail.
Termination does not relieve either party of obligations accrued prior to the effective date of termination.
9. Notices
Register reads from this clause: Notice method
All notices required or permitted hereunder shall be in writing and delivered to the address for notices set forth below, and shall be deemed given upon receipt.
Ridgeline Health Partners, Attention: Contract Administration, with a required copy to the Office of General Counsel.
10. Assignment
Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.
11. Governing Law and Entire Agreement
This Agreement is governed by the laws of the State of Tennessee without regard to its conflict of laws principles.
This document, together with its exhibits and any executed amendments, constitutes the entire agreement of the parties and supersedes all prior understandings.
12. Execution
Register reads from this clause: Signature status
Executed by authorised representatives of both parties. A complete signed original is held in the register.