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HomeMy WebLinkAbout2005-07-19; City Council; 18218; Settlement of Scripps Clinic Health Plan ServicesCITY OF CARLSBAD - AGENDA BILL AB# 18,218 MTG. 711 9/05 DEPT. CA - TITLE: REPORTING OUT THE TERMS AND CONDITIONS OF THE SETTLEMENT AS REQUIRED BY THE BROWN ACT IN SCRIPPS CLINIC HEALTH PLAN SERVICES INC. RECOMMENDED ACTION: There is no action the Council needs to take. ITEM EXPLANATION: The patties have now settled this claim under the authority given to the City Attorney by the City Council. This item satisfies the Brown Act requirement to report the fact of a settlement of a claim approved in a prior closed session, and makes the terms and conditions of the settlement available to the public. FISCAL IMPACT: The cost of the settlement is $1 5,390.05. EXHIBITS: Settlement Agreement and Mutual Release I .. z SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (“Agreement”) is entered into by and between Scripps Clinic Health Plan Services, Inc., a Delaware corporation (hereinafter “SCHPS”), and the City of Carlsbad, a California public agency, (hereinafter “City”), with reference to the following facts: RECITALS A. During the years 2002, 2003, and 2004, the City provided ambulance services to Medicare beneficiaries in the City of Carlsbad and subsequently billed SCHPS for the costs of the services. SCHPS paid the City for services on behalf of the Medicare beneficiaries. SCHPS claims that during the years 2002, 2003, and 2004, it overpaid the City for the aforementioned services. B. The parties hereto now wish to settle and resolve all claims, disputes, and differences existing between them upon the terms and conditions set forth below. C. Nothing herein is intended to constitute an admission of liability by the City, which liability is expressly denied. The City believes that neither the City nor billing agent have been guilty of any wrongdoing or negligence in billing practices from the year 2002 to the date of mutual execution of this Agreement. FOR GOOD AND VALUABLE CONSIDERATION, the parties covenant and agree as follows: 1. The City shall pay the sum of FIFTEEN THOUSAND THREE HUNDRED NINETY DOLLARS AND FIVE CENTS ($15,390.05) to SCHPS within ten (1 0) business days of the City’s receipt of SCHPS’ signed Agreement. These proceeds represent the agreed-upon settlement amount for the alleged claims of overpayment during the years of 2002, 2003, and 2004. SCHPS waives any further right to reimbursement for the alleged claims of overpayment to the City that occurred from 2002-2004. 2. SCHPS agrees that from the effective date of this Agreement forward, it shall use its best efforts to calculate the blended amount owed to the City using a percentage of the reasonable chargelcost and fee schedule amounts or as otherwise required by the applicable federal law, and SCHPS will make reasonable efforts to keep informed as to the current state of the applicable federal law. 3. The parties hereto shall bear their own attorney’s fees and costs incurred in connection with this Agreement, or otherwise. 4. SCHPS and its members, officers, directors, agents, employees, successors, assigns, both in their individual and representative capacities, agree that they shall not, at any time hereinafter commence, maintain or prosecute any action, at law, or otherwise, or assert any claim against the parties herein released for damages, losses or for equitable relief relating to the matters herein released. 1 . 5. Except for the obligations created by or arising out of this Agreement, SCHPS and the City, and their members, officers, directors, agents, employees, successors, assigns both in their individual and representative capacities, hereby release, quitclaim, and forever discharge each other, their successors, assigns, former and present officers, directors, shareholders, agents and attorneys, both in their individual and representative capacities, for all claims, demands, liabilities, and causes of action of any kind, whether known or unknown, foreseen or unforeseen, patent or latent, arising out of or related to SCHPS’ claim for reimbursement of overpayments made to the City during the years of 2002, 2003, and 2004 for ambulance services furnished by the City to Medicare beneficiaries (hereinafter “Released Matters”). The parties hereto understand and agree that this release shall be applicable to any and all known or unknown claims. 6. The parties hereto intend and agree that this Agreement shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters. In furtherance thereof, the parties hereto acknowledge that they are familiar with Section 1542 of the Civil Code of the State of California, which provides as follows: A general release does not extend to claims which the Creditor does not or suspect to exist in this or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. SCHPS and the City, and their members, officers, directors, agents, employees, successors, assigns, both in their individual and representative capacities, expressly waive and release any and all rights or benefits which such parties have or may have with respect to the Released Matters under Section I542 of the Civil Code of the State of California and/or similar Federal statute, any successor statute or any similar law or rule of any jurisdiction. In connection with such waiver and relinquishment, each party acknowledges that such party is aware that claims or facts in addition to, or different from, those which such party presently knows or believes to exist may be discovered and that the release herein given shall be and remain in effect as a full complete release notwithstanding the discovery of the existence of any additional, new or different claims or facts. 7. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors, assigns, and legal representatives, unless otherwise expressly set for herein. Each patty hereto represents and warrants that said patty has not heretofore assigned or transferred any claim, demands, liability or cause of action, which is the subject of this Agreement. 8. Each party hereto represents and warrants that said party is authorized to enter this Agreement. 9. Each party hereto represents that this is a negotiated Agreement, and that any ambiguity herein shall not be construed against the initial drafter of the Agreement. 2 66/21/2885 16: 88 6195795724 DEBORAH GILES PAGE 84 10. Each party hereto acknowledges that this Agreement effects the settlement of claims, which have been and are denied and contested, and nothing herein is intended to constitute an admission of liability by any party hereto. 1 ?. Each party acknowledges that he, she or it has had the opportunity to review the Agreement with legal counsel, each party further acknowledges that is has read this Agreement and fully understands its provisions, and that no other representations or promises have been made to induce said party to enter into this Agreement. No party to the Agreement relies upon any statement, representation or promise of any other party, not contained herein, in executing this Agreement. 12. This Agreement embodies the entire agreement and understanding between the parties relating to the subject matter contained herein and supersedes all prior agreements and understanding between them with respect thereto. There are no agreements, representations, warranties, or statements, whefher oral or in writing, with respect to the subject of this Agreement, except as expressly set forth herein. 13. This Agreement may be amended or modified only by a writing, signed by the party against whom enforcement is sought. 14. This Agreement may be executed in counterparts, all of which taken together shall constitute one agreement binding upon all the parties hereto. 15. Each party acknowledges and warrants that his, her or its execution of the Agreement is free and voluntary. 16. Each party to this Agreement shall cooperate fully in the execution of any and all other documents, and in the completion of additional actions that may be necessary or appropriate to give full force and effect to the terms, conditions, and intent of the Agreement. 17. This Agreement is made and entered into in the State of California and shall be interpreted and enforced under the laws of the State of California. Whenever possible, each provisiorl of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, such provision shalt be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. DATED: XddoCBy: __ Scripps Clinic a Delaware Corporation .I” a California public agency 3