BLUE CROSS & BLUE SHIELD -- MEDICARE RISK PLAN
CONTRACTING PROVIDER SERVICES AGREEMENT
THIS AGREEMENT effective the ___ day of ______, 1996 (the "Effective Date"), by
and between the Blue Cross & Blue Shield of Connecticut, Inc. ("BC&BS"), doing
business as Blue- Care Health Plan, a licensed Health Care Center, and OptiCare
Eye Health Centers, Inc. ("CONTRACTING PROVIDER") located in Waterbury,
Connecticut.
WHEREAS, BC&BS is in the business of providing prepaid healthcare services to
persons who wish to avail themselves of such services ("Members");
WHEREAS, BC&BS operates a program entitled _____________ ("Medicare Risk Plan")
to provide services under a contract with the Health Care financing
Administration to Medicare beneficiaries;
WHEREAS, BC&BS and CONTRACTING PROVIDER mutually desire that CONTRACTING
PROVIDER provide or arrange to provide quality medical services to Medicare
beneficiaries in a cost-effective manner in accordance with the terms and
conditions of this Agreement and applicable law; and
WHEREAS, BC&BS and CONTRACTING PROVIDER mutually desire to preserve and enhance
patient dignity.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises
contained herein, the parties agree as follows:
ARTICLE 1 - DEFINITIONS
For purposes of this Agreement and any attachment, exhibit or schedule attached
hereto, the following terms shall have the meaning set forth below:
1.1 Act means Title XVIII of the Social Security Act, Section 1876, as
amended, by the Tax Equity and Fiscal Responsibility Act of 1982.
1.2 Agreement means this Contracting Provider Services Agreement.
1.3 Copayment means a payment which may be collected directly a
Participating Provider within the terms of this Agreement and the
Subscriber Agreement. Such payment may be a fixed amount or a
percentage of applicable compensation for Covered Services rendered to
a Medicare Risk Plan member.
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1.4 Covered Services means those services covered under BC&BS's Medicare
contract with HCFA, as set forth in the applicable Subscriber
Agreement.
1.5 Credentialing means the process of collecting, verifying and evaluating
information in the credentialing process. Credentialing will be
repeated on a periodic basis. ("Re-Credentialing").
1.6 Emergency Services means covered, medically necessary inpatient or
outpatient, medical or hospital services that are needed immediately
because of sudden unexpected injury or illness and cannot be delayed
without risk of permanent damage to the Medicare Risk Plan Member. Such
services are considered Emergency Services as long as transfer of the
Member to a Participating Hospital or other designated alternative is
precluded because of risk to the Member's health or because transfer
would be unreasonable given the distance involved in the transfer and
the nature of the medical condition.
1.7 Subscriber Agreement means the written BC&BS Medicare Risk Plan
Subscriber Agreement, including any amendments or endorsements thereto,
which sets forth a description of services to which a Medicare Risk
Plan Member is entitled. The Subscriber Agreement is incorporated by
reference herein. (A Benefit Summary from the Subscriber Agreement is
attached hereto as Exhibit B - Generic Product Description.)
1.8 Exhibit(s) means Exhibits A and B to this Agreement, incorporated
herein by reference as if set forth in full.
1.9 HCFA means the Health Care Financing Administration. The BC&BS Medicare
Risk Plan is conducted pursuant to the BC&BS Medicare Risk Contract
with HCFA.
1.10 Medical Director means a duly licensed physician designated by BC&BS to
manage the Utilization/Quality Management Programs, or his/her
authorized designee.
1.11 Medicare Fee Schedule means the Medicare Program Fee Schedule including
application of transition rule for physician services effective January
1, 1992, based on the Resource- Based Relative Value Scale including
annual revisions and updates for the specific Plan geographic area.
1.12 Medicare Risk Contract means the applicable contract between BC&BS and
HCFA for the provision of medical services to Members.
1.13 Member or Medicare Risk Plan Member means a person eligible for and
enrolled in BC&BS's Medicare Risk Plan under a Member Agreement.
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1.14 Participating Hospital means a hospital which is a Participating
Provider with respect to the Medicare Risk Plan.
1.15 Participating Provider means any health care provider who or which
agrees to render or arrange for services or supplies for which benefits
are available under the Medicare Risk Plan, to comply with the
requirements of such Plan and to accept negotiated or other binding
fees as payment in full for Covered Services rendered to Members and
who is accepted by BC&BS as a Participating Provider.
1.16 Plan or Medicare Risk Plan means a program offered by BC&BS to Medicare
beneficiaries, including those beneficiaries receiving additional
benefits paid for by their former employer as well as any new plans
developed or marketed by BC&BS for Medicare beneficiaries. For the
purposes of this Agreement, the Medicare Risk Plan shall mean the
specific Medicare Risk Plan operating in the Service Area, including
all Members assigned to this Plan.
1.17 Primary Care Physician means a Contracting Physician in the specialty
of internal medicine, pediatrics, family medicine or general practice
to which Plan Members will have access without a referral. A Primary
Care Physician (a) provides initial and primary care services to Plan
Members, (b) maintains the continuity of a Plan Member's medical care
and (c) initiates and manages referrals to other Contracting Providers
as required by the Medicare Risk Plan.
1.18 Provider Manual means the manual and materials, including
Administrative Policies and Procedures, furnished to CONTRACTING
PROVIDER by BC&BS for use of the former during the term of this
Agreement, as amended and supplemented by BC&BS from time to time.
BC&BS retains the right to add to, delete from and otherwise modify the
Provider Manual from time to time. CONTRACTING PROVIDER acknowledges
that the Provider Manual and other written materials provided by BC&BS
are copyrighted and that the Provider Manual and other information and
materials provided by BC&BS to CONTRACTING PROVIDER is proprietary and
confidential and constitutes trade secrets of BC&BS.
1.19 Represented Provider means a licensed physician or other licensed
provider (a) who is employed by, or associated with or otherwise
represented by the Contracting Provider; (b) who is authorized by the
Contracting Provider to provide services pursuant to this Agreement;
(c) who has completed a Health Care Profession Credentialing
Application, if required by BC&BS; (d) who has agreed with the
Contracting Provider to be subject to the requirements of this
Agreement to the extent applicable to Represented Provider; and (e) who
is accepted by BC&BS as a Participating Provider.
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1.20 RBRVS means Resource-Based Relative Value Scale, including any updated
revisions.
1.21 Service Area or Plan Service Area means Hartford and New Haven
counties, and up to three additional contiguous counties, in which
Covered Services Covered Services are available from Contracting
Providers. Service Area or Plan Service Area also includes the areas
within the 30-mile radius around each Contracting Hospital, whether or
not those areas fall outside of Hartford or New Haven counties or their
contiguous counties.
1.22 State means the State of Connecticut.
1.23 Urgently Needed Services means Covered Services which are medically
necessary and required in order to prevent serious deterioration of the
Plan Member's health that results from an unforeseen illness or injury
while the Member is temporarily absent from the service area and
receipt of health care cannot be delayed for medical reasons until the
Member returns to the geographic service area.
1.24 Utilization/Quality Management Programs means the processes and
programs established by or on behalf of BC&BS as many be evidenced by a
written description pursuant to which the access to, delivery, quality
and utilization of health care services are assessed and reviewed in
terms of medical necessity, efficiency, effectiveness, reasonableness
of services, quality of services, and/or improved health outcomes.
ARTICLE 2 - CONDITIONS PRECEDENT
2.1 This Agreement is subject to BC&BS's execution of contracts with
hospitals, physicians, and ancillary service providers who collectively
constitute a service delivery system. BC&BS shall use its best efforts
to develop these agreements in good faith but cannot warrant or
guarantee that such agreements can be reached.
2.2 This Agreement is subject to BC&BS receiving approval from the
appropriate local, state and federal governmental agencies which have
regulatory powers with respect to BC&BS or its programs. Such agencies
may include, but are not limited to, HCFA and the Connecticut
Department of Insurance.
ARTICLE 3 - RELATIONSHIP OF THE PARTIES
3.1 Independent Contractor. CONTRACTING PROVIDER is an independent
contractor of BC&BS. Neither CONTRACTING PROVIDER or other agent or
representative of CONTRACTING PROVIDER shall be deemed or construed to
be an employee of BC&BS for any reason including, but not limited to,
the Federal Unemployment Tax Act, any workers' compensation act and
income tax withholding laws. CONTRACTING
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PROVIDER shall have sole responsibility for the payment of all federal
and state income taxes applicable to its services and the services of
CONTRACTING PROVIDER and its other agents and representatives.
3.2 Patient Care. Participating Providers are responsible for patient care
decisions.
3.3 Professional Judgment. CONTRACTING PROVIDER is not required to
recommend any procedure or treatment which CONTRACTING PROVIDER deems
professionally unacceptable.
3.4 Non-exclusive Agreement. CONTRACTING PROVIDER and BC&BS are not
precluded from entering into agreements similar to this with other
entities, persons or organizations.
3.5 Rights Reserved by BC&BS. BC&BS does not guarantee to CONTRACTING
PROVIDER any minimum number of Members. In addition, CONTRACTING
PROVIDER acknowledges that BC&BS does not warrant or guarantee that
CONTRACTING PROVIDER will be utilized by a Member or by any number of
Members, or that CONTRACTING PROVIDER's services will be identified or
made available as those of a Participating Provider for any number,
subset or group of Members.
3.6 Non Competition Contracting Provider agrees that during the term of
this Agreement and for a period of two (2) years following the
termination or expiration of this Agreement it shall not, directly or
indirectly nor through any subsidiary or affiliate, enter into an
agreement with any state or federal government agency or entity to
provide Medicare beneficiaries on a risk basis. For purposes of this
provision, a "subsidiary" means any organization of which Medical Group
or Medical Group's parent company or sole voting member is, directly or
indirectly, the sole shareholder or sole voting member. An "affiliate"
means any organization of which Medical Group or Medical Group's parent
company or sole voting member is, directly or indirectly, the owner of
fifty percent (50%) or more of the stock or elects fifty percent (50%)
or more of the governing body.
ARTICLE 4 - CREDENTIALING AND RE-CREDENTIALING
4.1 Credentialing Requirements. In order to become a Participating
Provider, each provider must submit to BC&BS a Credentialing
application. BC&BS's approval of a Contracting Provider's Credentialing
application and its determination of Contracting Provider's compliance
with BC&BS's applicable standards, if any, as they may be amended by
BC&BS from time to time, are conditions precedent to this Agreement.
CONTRACTING PROVIDER shall be subject to, and CONTRACTING PROVIDER
shall cooperate with
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Re-Credentialing on a periodic basis. Such processes include, but are
not limited to, medical records audits, office site surveys, and
patient satisfaction surveys. BC&BS shall determine in its sole
discretion whether any Contracting Provider meets its Credentialing
standards, whether CONTRACTING PROVIDER is accepted as a Participating
Provider and whether to approve CONTRACTING PROVIDER's continued
participation upon Re-Credentialing. Such approval may be conditioned
upon compliance with specific limitations or corrective actions.
CONTRACTING PROVIDER shall notify BC&BS in writing within ten (10) days
of any material change in the information set forth in its initial
Credentialing application or Re-Credentialing application.
4.2 Licensing. CONTRACTING PROVIDER and its Represented Providers must be
duly licensed under applicable State law to provide the health care
services that are the subject of this Agreement.
4.3 Additional Credentialing. BC&BS reserves the right to require
CONTRACTING PROVIDER and its Represented Providers to document
additional credentials before BC&BS will authorize CONTRACTING PROVIDER
and its Represented Providers to perform certain procedures which may
be designated by BC&BS as necessary or required.
ARTICLE 5 - SERVICES OF CONTRACTING PROVIDER
5.1 Health Services. CONTRACTING PROVIDER will provide through its
Represented Providers, or arrange to provide, Covered Services in
accordance with the applicable Subscriber Agreement and Exhibit A -
Reimbursement Schedule. CONTRACTING PROVIDER and its Represented
Providers shall not provide Covered Services to any Member without a
prior referral when required from the Member's Primary Care Physician,
except in emergencies, and shall not, except for Emergencies, refer or
admit a Member to another provider, including Participating Providers
and non-Participating Providers, without the approval of BC&BS and/or
the Member's Primary Care Physician, except as specifically permitted
in the applicable Subscriber Agreement.
5.2 Patient Rights. CONTRACTING PROVIDER and its Represented Providers
shall not discriminate in the treatment of members or delivery of
services, either in the quality, quantity, or type of services rendered
or in any other maimer, on the basis of race, color, sex, disability,
handicap, sexual orientation, age, religion, national origin, ancestry,
Vietnam-era veteran's status, place of residence, health status, need
for health services or source of payment for services rendered.
CONTRACTING PROVIDER and its Represented Providers will observe,
protect and promote the rights of Members as patients.
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5.3 Accessibility and Continuity of Care. CONTRACTING PROVIDER through its
Represented Providers shall make all applicable Covered Services
available and accessible to Members twenty-four (24) hours per day,
seven (7) days per week, three hundred sixty-five (365) days per year
and in a manner that assures continuity of care. Contracting Provider
shall provide Covered Services at locations acceptable to BC&BS and so
as to provide convenient and timely service to Members. Contracting
Provider may discontinue any location(s) upon thirty (30) days' prior
written notice to BC&BS provided that convenient and timely service to
Members is not interrupted. The Group shall at all times maintain a
sufficient number of Represented Providers to provide convenient access
for Members. BC&BS shall work in conjunction with the Group in order to
determine whether an adequate number of Represented Providers are being
maintained by the Contracting Provider. However, final determination as
to whether there is an adequate number shall be made by BC&BS in its
sole discretion.
In the event that CONTRACTING PROVIDER uses the services of other
providers for coverage purposes, covering arrangements shall be made
with another Participating Provider except in unusual and unanticipated
circumstances when approved in advance by the Medical Director. In all
cases, CONTRACTING PROVIDER shall arrange with the covering provider
that it will accept payment from BC&BS according to the terms of this
Agreement as payment in full, except for any applicable Co-payments.
CONTRACTING PROVIDER shall assure that the covering provider will not,
under any circumstances, xxxx Members for Covered Services, except for
any applicable Copayments, and except as otherwise provided in the
applicable Subscriber Agreement. CONTRACTING PROVIDER shall indemnify
BC&BS and any affected member for any expense incurred by BC&BS and/or
the Member if the covering physician bills, charges or attempts to
collect any amount in excess of the amounts payable under this
Agreement.
5.4 Quality of Care. CONTRACTING PROVIDER and its Represented Providers
agree that health services provided to Members shall be of a quality
that is consistent with accepted medical and surgical practices.
5.5 Corrective Actions. CONTRACTING PROVIDER and its Represented Providers
agree to take corrective actions as directed or required under BC&BS's
Utilization/Quality Management programs within the time period
specified by BC&BS.
5.6 Liability Coverage. CONTRACTING PROVIDER and each Represented Provider
shall maintain general and professional liability coverage in a form
and amount acceptable to BC&BS. Such insurance shall cover CONTRACTING
PROVIDER and CONTRACTING PROVIDER's employees against any claim or
claims for damages arising by reason of personal injury or death,
occasioned, directly or indirectly, in connection with the performance
of any service by CONTRACTING PROVIDER under
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this Agreement. CONTRACTING PROVIDER and each represented Provider
shall give BC&BS a certificate(s) of insurance(s) evidencing such
coverage upon request. CONTRACTING PROVIDER shall notify BC&BS in
writing within ten (10) business days of any change in such liability
insurance coverage. CONTRACTING PROVIDER shall promptly notify BC&BS
of all complaints filed with any court alleging medical malpractice on
the part of the CONTRACTING PROVIDER or any Represented Provider, but
in no event later than thirty (30) days following notice to CONTRACT
PROVIDER.
5.7 Facilities and Staffing. CONTRACTING PROVIDER agrees that Covered
Services shall be provided in an appropriate facility (if Covered
Services are facility based), with sufficient staff (all of whom shall
be duly licensed as may be required under applicable law) to enable
CONTRACTING PROVIDER to provide health care services generally
recognized and accepted as being within each Represented Provider's
scope of services. BC&BS reserves the right to verify the
appropriateness of CONTRACTING PROVIDER's facilities and staff.
CONTRACTING PROVIDER hereby agrees to provide access to BC&BS during
normal business hours to perform such verification.
CONTRACTING PROVIDER, its employees and Represented Providers shall
perform duties in accordance with applicable federal, state and local
standards of professional ethics, practices and laws.
If CONTRACTING PROVIDER relocates its facility or expands to additional
facilities, it shall notify BC&BS in writing within ten (10) days
thereafter.
5.8 Records. CONTRACTING PROVIDER and its Represented Providers agrees to
maintain adequate medical, financial, administrative and other records
for the period and in the manner specified by applicable Connecticut
and federal law, and in accordance with any standards established by
BC&BS. BC&BS and CONTRACTING PROVIDER shall respect the confidential
information contained in these records in accordance with applicable
federal and state regulatory requirements.
5.9 Review and Audit. CONTRACTING PROVIDER agrees that, upon reasonable
notice, it shall make available to BC&BS for examination, audit and
copying, subject to applicable patient privacy laws, all books and
records related to Covered Services and such other documents, as shall
be requested by BC&BS. CONTRACTING PROVIDER agrees to maintain, and to
make available to BC&BS, and its representatives and agents, all of
such books and records for a period of at least five (5) fiscal years
following the close of the fiscal year in which the services were
rendered. BC&BS agrees to pay CONTRACTING PROVIDER copying charges not
to exceed the maximum Connecticut Peer Review
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Organization charge per page for copies actually made by the
CONTRACTING PROVIDER, or its designee, at BC&BS's request plus postage.
BC&BS may take any action or actions, separately or in combination, as
BC&BS determines is warranted by the results of any audit, including
but not limited to: consultation with CONTRACTING PROVIDER; withholding
of payments to CONTRACTING PROVIDER, demand for immediate payment of
all sums determined to be owed by CONTRACTING PROVIDER and the
institution of action to collect such sums; reaudit; the setoff of
amounts owing by CONTRACTING PROVIDER from any future payment(s) which
would otherwise be due to CONTRACTING PROVIDER under this Agreement;
and/or the suspension or termination of this Agreement.
5.10 Administrative Protocols. CONTRACTING PROVIDER and its Represented
Providers will comply with and abide by the administrative protocols
established by BC&BS for the delivery of medically necessary health
services and for the utilization of and access to health care services.
BC&BS's current administrative protocols are specified in the Provider
Manual. These protocols may be amended by BC&BS and shall become
effective upon notice to CONTRACTING PROVIDER.
5.11 Grievance System. BC&BS will maintain and administer a grievance system
for Members. Complaints received by BC&BS concerning services rendered
by CONTRACTING PROVIDER and its Represented Providers will be resolved
in accordance with the applicable grievance procedures. CONTRACTING
PROVIDER and its Represented Providers agree to cooperate with BC&BS in
the resolution of Member complaints and to be bound by such
resolutions.
5.12 Indemnification. CONTRACTING PROVIDER shall indemnify and hold BC&BS,
including its officers, directors, employees, representatives and
agents harmless from and against any and all losses and damages
(including reasonable attorneys' fees) resulting from the alleged
neglect, breach of contract or other action of such indemnifying party,
its officers, directors, employees, representatives or agents (but not
medical staff members who are independent contractors) relating in any
way to the performance or omission of any act or responsibility of such
indemnifying party under this Agreement.
5.13 Notice or Change in Operations. CONTRACTING PROVIDER shall notify BC&BS
in writing within five (5) business days after the occurrence of any of
the following events:
(a) Any action to restrict, suspend or revoke any license, permit
or approval required for CONTRACTING PROVIDER to render
Covered Services;
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(b) Any final judgment or settlement in excess of $100,000 of any
legal action brought against CONTRACTING PROVIDER for
negligence in rendering services;
(c) Any other situation which might materially and/or adversely
affect CONTRACTING PROVIDER's ability to carry out its duties
and obligations under this Agreement;
(d) Any action taken by CONTRACTING PROVIDER to restrict, suspend,
revoke or limit the medical staff privileges of any
Participating Physician, other than a suspension of less than
thirty (30) days for a medical records infraction or other
administrative deficiency, provided that the CONTRACTING
PROVIDER is otherwise required to report such action to the
National Practitioner Data Bank pursuant to applicable federal
law.
ARTICLE 6 - AUTHORIZATIONS AND REFERRALS
6.1 Prior Authorization of Services. CONTRACTING PROVIDER and its
Represented Provider's agree that it shall obtain prior authorization
from BC&BS before providing any Covered Services or referring a Member
for any Covered Services referenced in the Provider Manual as requiring
such prior authorization, except in an Emergency. CONTRACTING PROVIDER
acknowledges that authorization from BC&BS is not a commitment to pay
for such Covered Services.
6.2 Compliance with Referral System. CONTRACTING PROVIDER and its
Represented Providers agree to comply with BC&BS's referral policies
and to furnish referral physicians and other Participating Providers
complete information on treatment procedures and diagnostic tests
performed.
6.3 Referrals to Selected Participating Providers. CONTRACTING PROVIDER
acknowledges that for selected Covered Services, BC&BS may designate an
exclusive Participating Provider or a limited number of Participating
Providers to whom all CONTRACTING PROVIDER referrals or orders for that
Covered Service must be made, except in an Emergency.
6.4 Restrictions on Certain Non-Covered Services. In the event BC&BS denies
a request for coverage of experimental or other specifically designated
non-Covered Services, as identified in the Provider Manual, CONTRACTING
PROVIDER and its Represented Providers shall, prior to ordering or
providing such non-Covered Services, inform the Member (a) that the
services are not Covered Services; (b) that BC&BS will not pay or be
liable for such services; and (c) that Member will be financially
liable for such services.
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In each such instance, CONTRACTING PROVIDER shall obtain a waiver and
release from the Member acceptable to BC&BS.
ARTICLE 7 - UTILIZATION/QUALITY MANAGEMENT PROGRAMS
7.1 Cooperation. CONTRACTING PROVIDER and its Represented Provider's shall
cooperate with and abide by BC&BS's Utilization/Quality Management
Programs including, but not limited to, prescription drug benefit
management, laboratory service management, site surveys, case
management and discharge planning and utilization review procedures
prospective, concurrent and retrospective) for determining medical
necessity.
ARTICLE 8 - BILLING AND HOLD HARMLESS
8.1 Member Billing Prohibition. CONTRACTING PROVIDER and its Represented
Providers agree to seek payment only for Covered Services provided by
CONTRACTING PROVIDER. CONTRACTING PROVIDER may not xxxx BC&BS for
services provided by an affiliate of CONTRACTING PROVIDER to Members
for whom such provider does not serve as a Participating Provider and
any such affiliate of CONTRACTING PROVIDER shall be prohibited from
billing Members directly for such services. CONTRACTING PROVIDER shall
accept as full payment for the services of the affiliated provider the
amounts paid to CONTRACTING PROVIDER pursuant to this Agreement and
shall not xxxx Members for any amount except for Copayments or for non-
Covered Services provided that the CONTRACTING PROVIDER obtains the
consent of the Member before providing such service. CONTRACTING
PROVIDER hereby agrees that in no event, including but not limited
to non-payment by BC&BS, BC&BS's breach of this Agreement or BC&BS's
insolvency, shall CONTRACTING PROVIDER or its Represented Provider's
charge, collect a deposit from, seek compensation, remuneration or
reimbursement from, or have any recourse against a Member or persons
acting on behalf of a Member for Covered Services provided pursuant to
this Agreement. CONTRACTING PROVIDER further agrees that: (a) this
provision shall survive the termination of this Agreement regardless of
the cause giving rise to termination. and shall be construed to be for
the benefit of the Member; (b) this provision supersedes any oral or
written agreement now existing or hereafter entered into between the
CONTRACTING PROVIDER and a Member, or persons acting on a Member's
behalf; and (c) any amendments, modifications or changes to this
Section 8.1 shall be effective no earlier than thirty (30) days after
the Connecticut Department of Insurance and/or HCFA, as applicable, has
received written notice of such proposed changes.
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8.2 Billing for Covered Services. CONTRACTING PROVIDER shall submit all
xxxxxxxx and/or encounters electronically in accordance with BC&BS's
billing policies and procedures and upon forms which may be specified
by BC&BS. If BC&BS's billing procedures are not followed, if the
required information is not present or if the billing form is not
acceptable to BC&BS, BC&BS shall not be obligated to make any payment
to CONTRACTING PROVIDER until necessary corrections are made by
CONTRACTING PROVIDER, and CONTRACTING PROVIDER shall not xxxx or make
any other attempt to collect such amount from a Member.
8.3 Timely Claims Filing. CONTRACTING PROVIDER shall use its best efforts
to submit any claims or encounter information for Covered Services
rendered to a Member within thirty (30) days from the end of the month
in which CONTRACTING PROVIDER renders such services. In no event,
regardless of the cause or circumstance, shall BC&BS or the Member be
responsible for or liable for any claim submitted to BC&BS more than
sixty (60) days after a Member's discharge.
8.4 Waiver of Member Charges. CONTRACTING PROVIDER and its Represented
Providers shall not waive or reduce, or advertise that they will waive
or reduce, any Copayments.
ARTICLE 9 - COMPENSATION
9.1 Compensation for Covered Services. As compensation in full for Covered
Services CONTRACTING PROVIDER agrees to accept payment in accordance
with the terms set forth in the attached Exhibit A - Reimbursement
Schedule.
9.2 Coordination of Benefits and Third Party Recovery.
If, pursuant to coordination of benefits, subrogation, duplication of
benefits, third party recovery or any other provision of the applicable
Subscriber Agreement, a Member is entitled to coverage of CONTRACTING
PROVIDER's services from another health care plan or third party payor,
and such other plan or payor is obligated to pay its benefits before
BC&BS is obligated to pay its benefits, the payment to CONTRACTING
PROVIDER under this Agreement shall be reduced by the payment of the
other plan or payor. If CONTRACTING PROVIDER has already been paid
pursuant to this Agreement, BC&BS may, at its option, elect to collect
and retain funds from the other plan or payor. In no event shall any
amount be payable to CONTRACTING PROVIDER such that, in combination
with any amounts received from another plan or payor, CONTRACTING
PROVIDER shall receive more than is otherwise payable under this
Agreement, including copayments.
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If CONTRACTING PROVIDER has collected a payment or Copayments from
BC&BS or a Member, where duplicate coverage exists and CONTRACTING
PROVIDER is subsequently reimbursed for the service by another health
care plan or payor, CONTRACTING PROVIDER shall refund or credit to
BC&BS or the Member, as appropriate, the portion, if any, of such
payment or Copayments which represents an overpayment to CONTRACTING
PROVIDER. In no event shall this Agreement be construed to require
BC&BS to pay any amount which, when combined with any other amount
payable to CONTRACTING PROVIDER, would be in excess of the maximum
amount payable by law for any Covered Service.
ARTICLE 10 - TERM, TERMINATION AND RENEWAL
10.1 Term of Agreement. This Agreement shall commence on the Effective Date
of this Agreement and shall continue until terminated as provided
herein.
10.2 Termination Without Cause. Any party may terminate this Agreement
without cause by providing to the other party written notice of
termination one hundred twenty (120) days in advance of the intended
termination date.
10.3 Termination of Agreement By BC&BS. This Agreement may be terminated or
suspended by BC&BS immediately upon notice to CONTRACTING PROVIDER, in
recognition of BC&BS's concern and interest in ensuring quality of
care, if:
(a) BC&BS determines that CONTRACTING PROVIDER's continuation as a
Participating Provider poses risk of danger to any Member;
(b) CONTRACTING PROVIDER materially breaches a term of this
Agreement;
(c) CONTRACTING PROVIDER engages in any activity to disrupt BC&BS's
business;
(d) BC&BS determines, in its discretion, that CONTRACTING PROVIDER
does not qualify or meet applicable standards for
Re-Credentialing;
10.4 Termination by BC&BS or CONTRACTING PROVIDER. (a) Notwithstanding any
provision in this Agreement, if at any time there shall be filed by or
against a party to this Agreement, in any court, tribunal,
administrative agency or any other forum having jurisdiction, pursuant
to any applicable law, either of the United States or of any state, a
petition in bankruptcy or insolvency or for reorganization or for the
appointment of a receiver, trustee or conservator of all or a portion
of the party's property or if a party makes an assignment for the
benefit of creditors, and if this action is not dismissed after
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ninety (90) calendar days, this Agreement may be immediately canceled
and terminated by the other party.
(b) Either party may terminate this Agreement by providing the other
party with not less than sixty (60) days' prior written notice
in the event the other party materially breaches any provision
of this Agreement. The notice must specify the nature of said
material breach. The breaching party shall have thirty (30) days
from receipt of the notice to correct the material breach. If
the breaching party fails to cure the material breach within the
thirty (30) day period, the non- breaching party may terminate
this Agreement, effective upon completion of the sixty (60) day
notice period.
In the event the material breach creates an emergency or a situation
whereby the nonbreaching party is in significant jeopardy as to its
ability to perform under this Agreement in the manner so intended by
the parties to this Agreement, then the nonbreaching party may give
forty-eight (48) hours' notice of the material breach to the other
party. If breaching party fails to cure the material breach within this
forty-eight (48) hour time frame, the non breaching party may terminate
this Agreement effective at the end of the forty-eight (48) hour notice
period, notwithstanding any other provision in this Agreement.
10.5 Effect of Termination. In the event this Agreement is terminated,
regardless of the circumstances of termination, CONTRACTING PROVIDER
and its Represented Providers agree to serve Members through the last
day this Agreement is in effect. Notwithstanding the foregoing,
eligible Members who are patients of CONTRACTING PROVIDER may, at
BC&BS's election, continue after termination of this Agreement as
patients until other arrangements can be made or until the Medicare
Risk Plan terminates, whichever is first. During such period,
CONTRACTING PROVIDER shall be paid in accordance with the terms of this
Agreement and shall cooperate with BC&BS's policies and procedures in
relation to those Members. CONTRACTING PROVIDER shall cooperate with
BC&BS in notifying Members of the termination of this Agreement.
Termination of this Agreement, except as provided herein to the
contrary, shall not affect the rights, obligations and liabilities of
the parties arising out of transactions occurring prior to termination.
CONTRACTING PROVIDER shall, upon request of BC&BS, provide to BC&BS or
such Participating Provider as is designated by BC&BS, copies of Member
medical records and all records necessary for the settlement of
outstanding medical bills. BC&BS reserves the right to transfer those
Members being treated by CONTRACTING PROVIDER and its Represented
Providers to other Participating Providers once notice of the
termination of this Agreement is provided.
-15-
10.6 Compensation for Services Immediately after Notice to Member of
CONTRACTING PROVIDER's Termination. Notwithstanding anything to the
contrary in this Agreement, and without derogation of any rights of
BC&BS or Members under Section 10.5 (Effect of Termination) of this
Agreement, CONTRACTING PROVIDER agrees to accept compensation for its
services to Members in accordance with the terms of this Agreement for
Covered Services rendered through at least the fifth business day after
the date of notice to Members of the termination or expiration of this
Agreement.
10.7 Cessation of BC&BS Operations. If BC&BS terminates its Medicare Risk
Plan operations, CONTRACTING PROVIDER and its Represented Providers
agree to provide Covered Services to Members until the last day of the
month in which BC&BS discontinues its operations, or if a Member is
still hospitalized on that date, until the Member is discharged from
the CONTRACTING PROVIDER.
10.8 Bankruptcy. Notwithstanding any provision in this Agreement, if at any
time there shall be filed by or against a party to this Agreement, in
any court, tribunal, administrative agency or any other forum having
jurisdiction, pursuant to any applicable law, either of the United
States or of any state, a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver, trustee or
conservator of all or a portion of the party's property or if a xxxxx
makes an assignment for the benefit of creditors, and if this action is
not dismissed after ninety (90) calendar days, this Agreement may be
immediately canceled and terminated by the other party.
10.9 Adverse Governmental Action. In the event any action of any department,
branch, or bureau of the federal, state or local government materially
adversely affects either party's performance of obligations under this
Agreement, then that party shall notify the other of the nature of this
action, including in the notice a copy of the adverse action. The
parties shall meet within thirty (30) days and shall, in good faith,
attempt to negotiate a modification to this Agreement that minimizes
the adverse effect. Notwithstanding any other provision of this
Agreement, if the parties fail to reach a negotiated modification
concerning the adverse action, then the affected party may terminate
this Agreement by giving at least one hundred twenty (120) days notice
or may terminate sooner if agreed to by both parties.
ARTICLE 11 - APPEALS
11.1 Appeals. Except for decisions under Section 10.2 (Termination by
Non-Renewal), if CONTRACTING PROVIDER objects to a decision by BC&BS
under this Agreement, CONTRACTING PROVIDER may appeal such decision by
following the procedures established in this Article 11. Such appeal
must be submitted in writing within thirty (30) days of the date of
BC&BS's decision.
-16-
11.2 Procedures Applicable to Appeals. All appeals shall be considered
pursuant to such procedures as BC&BS, in its discretion, elects to
adopt. It is agreed that the availability of this appeal process does
not limit or expand any rights CONTRACTING PROVIDER may have, and does
not limit or expand the discretion of BC&BS as provided in this
Agreement, but shall serve as a procedural means to facilitate internal
review by BC&BS of disputes with CONTRACTING PROVIDER.
ARTICLE 12 - RESPONSIBILITIES OF BC&BS
12.1 BC&BS shall provide, except as otherwise provided for in Exhibit A,
necessary and appropriate marketing, administrative, claims processing,
utilization and quality management, and underwriting functions that are
required of a federally qualified HMO a HCFA Medicare risk contractor.
BC&BS shall have responsibility of all payment for Covered Services.
12.2 BC&BS shall arrange for health care benefits for Members in accordance
with the BC&BS Medicare risk contract.
12.3 BC&BS shall furnish CONTRACTING PROVIDER with a means of identifying
those Members who are enrolled in Plans. Enrolled Members in any
Medicare Plan must be certified by HCFA as eligible to receive services
under this Agreement.
12.4 BC&BS shall have sole responsibility for the advertising and marketing
of all BC&BS Plans. CONTRACTING PROVIDER will advertise its
participation in any Medicare Plan with prior written approval of
BC&BS.
12.5 BC&BS shall monitor the quality of health care provided to Members in
accordance with all applicable legal requirements.
12.6 BC&BS shall use best efforts to ensure that only individuals who meet
eligibility requirements stated in this Agreement and required under
Section 1876 of the Act, as amended, shall be enrolled as Plan Members.
Individuals must meet the following conditions for enrollment:
a. The individual must be entitled to Medicare Part A and Part B,
or Part B only benefits, and must pay any applicable premium;
b. The individual must permanently reside within the Medicare
Plan Service Area;
c. At the time of enrollment, the individual must not be
receiving hospice services pursuant to the Medicare hospice
election;
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d. At the time of enrollment, the individual must not have been
medically determined to have End Stage Renal Disease (ESRD)
except where the individual is a current BC&BS commercial
Member and is converting enrollment to the BC&BS Medicare
Plan.
ARTICLE 13 - MISCELLANEOUS
13.1 Notices. All notices provided for herein shall be in writing and shall
be deemed given when sent by either (a) facsimile transmission using
equipment that provides automatic verification of transmission to the
receiving party's facsimile equipment or (b) certified or registered
mail, postage prepaid, return receipt requested, to the parties hereto
at their following addresses, or at such other addresses as the parties
hereto may designate in writing from time to time.
TO CONTRACTING PROVIDER:
Xxxx X. Xxxxx, VP Operations, OptiCare
--------------------------------------
00 Xxxxxxxxx Xxxxxx
--------------------------------------
Xxxxxxxxx, XX 00000
--------------------------------------
To BC&BS:
Medicare Risk Program
Blue Cross and Blue Shield of Connecticut, Inc.
000 Xxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000-0000
Attn:
13.2 Entire Agreement. This Agreement, together with any attachments,
schedules and exhibits attached to this Agreement, contains all of the
terms and conditions agreed upon by the parties and supersedes all
other agreements between the parties related to the subject matter
hereof.
13.3 Impossibility of Performance. No party hereto shall be deemed to be in
violation of this Agreement if such xxxxx is prevented from performing
any of its obligations hereunder for any reason beyond its control,
including without limitation, acts of God or of the public
-18-
enemy, flood, storm, strike, statute, regulation, rule or action of any
federal, state or local government.
13.4 Assignment. No assignment, delegation or subcontract in whole or in
part, of all or any portion of this Agreement or any of the rights,
duties or obligations contained herein shall be made by either party
without the prior written consent of the non-assigning, non- delegating
or non-subcontracting party; provided however, notwithstanding the
foregoing, BC&BS shall be entitled to assign this Agreement, or any
portion thereof, or any of its rights, duties or obligations contained
in this Agreement to any entity which has the right to use the Blue
Cross and/or Blue Shield service marks or trade names in connection
with any service performed by such entity, whether that entity be a
member, licensee or affiliate of the Blue Cross and Blue Shield
Association. Any attempted assignment, delegation or subcontracting in
violation of this provision shall be void and have no binding effect.
13.5 Identification of CONTRACTING PROVIDER. CONTRACTING PROVIDER and its
Represented Providers shall permit BC&BS to use the names, addresses,
phone numbers, types of practices of same in any marketing or other
BC&BS material or information.
13.6 Waiver of Violations. Any waiver by party hereto of a violation of any
provision of this Agreement shall not bar any action for subsequent
violations of this Agreement.
13.7 Interpretation of Terms. The terms of this Agreement relating to
quality of care, utilization, benefits or reimbursement shall be
interpreted solely by BC&BS.
13.8 Applicable Law. This Agreement shall be governed by Connecticut and
Federal law, as applicable, and is subject at all times to the approval
of the appropriate regulatory authorities. This Agreement is intended
to fulfill the requirements of, and shall be governed by and construed
in accordance with, all government contractual obligations of BC&BS.
13.9 Policies and Procedures. CONTRACTING PROVIDER shall abide by the
policies and procedures adopted and amended from time to time by BC&BS.
13.10 HCFA Provider Requirements. Each provider contract with or by
CONTRACTING PROVIDER shall be in conformance with the HCFA Provider
Requirements of Appendix A.
13.11 Appropriateness of Care. Both BC&BS and CONTRACTING PROVIDER understand
and agree that any payments made directly or indirectly to the
CONTRACTING PROVIDER under any utilization incentive provisions set
forth in this Agreement are not
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made as an inducement to reduce or limit medically necessary services
to any specific Member.
13.12 Modification of this Agreement. Except as otherwise provided, this
Agreement may be amended or modified in writing as mutually agreed upon
by the parties. In addition, BC&BS may modify any provision upon thirty
(30) days' written notice to CONTRACTING PROVIDER. Failure of
CONTRACTING PROVIDER to object to such modification during the thirty
(30) day notice period shall constitute acceptance of such
modification. In addition, BC&BS may make technical amendments to this
Agreement upon notice to CONTRACTING PROVIDER as may be required by a
state or federal regulatory agency to whose authority BC&BS operations
are subject. BC&BS may also modify Exhibit B - Generic Product
Description, and Administrative Policies and Procedures effective upon
notice to CONTRACTING PROVIDER.
13.13 Proprietary of Information. CONTRACTING PROVIDER agrees that all
proprietary information that it receives from BC&BS, including but not
limited to data, compensation rates (but not payment methodology),
network information, trade secrets, programs, systems, work product and
other documentation, is the sole property of BC&BS. CONTRACTING
PROVIDER further agrees to keep this proprietary information strictly
confidential. The obligation of CONTRACTING PROVIDER not to disclose
proprietary information does not apply to any disclosure to a member,
which disclosures are determined by CONTRACTING PROVIDER to be
necessary or appropriate for the diagnosis and care of such member,
except to the extent such disclosures would otherwise violate
CONTRACTING PROVIDER's legal or ethical obligations. If CONTRACTING
PROVIDER receives any confidential Member medical record information
from BC&BS, then CONTRACTING PROVIDER agrees to safeguard the
confidentiality of such information to the highest degree and shall
indemnify and hold BC&BS harmless from and against any and all loss,
cost and expense (including attorneys fees) resulting from CONTRACTING
PROVIDER's failure to safeguard the confidentiality of such medical
record information.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
Effective Date.
BLUE CROSS & BLUE SHIELD OF (CONTRACTING PROVIDER)
CONNECTICUT, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxx
----------------------------- --------------------------------
Signature Signature
Xxxx X. Xxxxxx, Xx. Xxxx Yimoynies, M.D.
----------------------------- --------------------------------
Name (type or print) Name (type or print)
SVP, Health Delivery Systems President, OptiCare Eye Health Centers, Inc.
----------------------------- --------------------------------------------
Title Title
4/26/96 4/26/96
----------------------------- --------------------------------
Date Date
ANTHEM BLUE CROSS AND BLUE SHIELD OF CONNECTICUT
AMENDMENT TO MEDICARE + CHOICE
CONTRACTING PROVIDER SERVICES AGREEMENT
THIS AMENDMENT (the "Amendment") is entered into between ANTHEM HEALTH PLANS,
INC., a licensed Health Care Center doing business as Anthem Blue Cross and Blue
Shield of Connecticut ("Anthem BC&BS"), the permitted successor by assignment
from Blue Cross & Blue Shield of Connecticut, Inc. ("BC&BS"), and OPTICARE EYE
HEALTH CENTERS, INC. ("CONTRACTING PROVIDER") and is effective as of January 1,
1999 (the "Amendment Effective Date").
WHEREAS, Anthem BC&BS and CONTRACTING PROVIDER entered into a Contracting
Provider Services Agreement effective October 2, 1996 (together with any and all
prior amendments thereto, the "Agreement"); and
WHEREAS, Anthem BC&BS and CONTRACTING PROVIDER desire to amend the Agreement as
herein set forth.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. All references in the Agreement to "Medicare Risk" and "Medicare Risk
Plan" shall be deemed replaced with "Medicare + Choice program" and all
references in the Agreement to "Medicare Risk Plan Member" shall be deemed
replaced with "Medicare + Choice Member" as defined below.
2. Defined Terms. Except as otherwise set forth herein, defined terms
shall have the meanings set forth in the Agreement.
The defined term "Act" set forth in Section 1.1 of the Agreement is
hereby superseded and replaced as follows:
1.1 ACT means Title XVIII of the Social Security Act, Section 1876, as
amended by the Tax Equity and Fiscal Responsibility Act of 1982 and the
Balanced Budget Act of 1997, and all HCFA rules and regulations
promulgated thereunder.
The defined term "Covered Services" set forth in Section 1.4 of the
Agreement is hereby superseded and replaced as follows:
-2-
1.4 COVERED SERVICES means those services covered under the Medicare
Contract, as set forth in the applicable Member Agreement. Covered
Services includes CONTRACTING PROVIDER's duties and obligations set
forth in this Agreement.
The defined term "Credentialing" set forth in Section 1.5 of the
Agreement is hereby superseded and replaced as follows:
1.5 CREDENTIALING means the process of collecting, verifying and
evaluating information related to a provider's license, certification,
ownership, organization, education, service site, practice patterns,
experience, insurance, liability history, and such other information as
Anthem BC&BS may require to determine whether a provider is acceptable
for consideration as a Participating Provider. Credentialing will be
repeated on a periodic basis ("Re-Credentialing").
The defined term "Emergency Services" set forth in Section 1.6 of the
Agreement is hereby superseded and replaced as follows:
1.6 EMERGENCY SERVICES means covered, inpatient or outpatient, medical
or hospital services that are needed to evaluate or stabilize an
emergency medical condition manifesting itself by acute symptoms of
sufficient severity (including severe pain) such that a prudent lay
person, with an average knowledge of health and medicine, could
reasonably expect the absence of immediate medical attention to result
in (i) serious jeopardy to the health of the Medicare + Choice Member;
(ii) serious impairment to the bodily functions of the Member; or (iii)
serious dysfunction of any of the Medicare + Choice Member's bodily
organs or parts. Such services are considered Emergency Services as
long as transfer of the Medicare + Choice Member to a Participating
Hospital or other designated alternative is precluded because of risk
to the Medicare + Choice Member's health or because transfer would be
unreasonable given the distance involved in the transfer and the nature
of the medical condition.
The defined term "Member Agreement" set forth in the amendment dated
April 1, 1997 (which defined term superseded and replaced the defined term
Subscriber Agreement in the Agreement) is hereby superseded and replaced as
follows:
1.7 MEMBER AGREEMENT means the applicable written documents or evidence
of coverage that describes or summarizes the health services and
supplies and the conditions for coverage thereof when rendered to a
Medicare + Choice Member, including any amendments or endorsements to
such written documents.
The defined term "Exhibit" set forth in Section 1.8 of the Agreement is
hereby superseded and replaced as follows:
-3-
1.8 EXHIBIT(S) means Exhibits A-C to this Agreement, incorporated
herein by reference as if set forth in full.
The defined term "HCFA" set forth in Section 1.9 of the Agreement is
hereby superseded and replaced as follows:
1.9 HCFA means the Health Care Financing Administration.
The defined term "Medicare Risk Contract" set forth in Section 1.12 of
the Agreement is hereby superseded and replaced as follows:
1.12 MEDICARE CONTRACT means the applicable contract between Anthem
BC&BS and HCFA or between a member plan of the BlueCross BlueShield
Association and HCFA for the provision of medical services to Medicare
+ Choice Members.
The defined term "Member" or "Medicare Risk Plan Member" set forth in
Section 1.13 of the Agreement is hereby superseded and replaced as follows:
1.13 MEMBER or MEDICARE + CHOICE MEMBER means a person eligible for,
and enrolled under a Member Agreement in, a program or products offered
by Anthem BC&BS pursuant to a Medicare Contract and/or a program or
product offered by a member plan of the BlueCross Blue Shield
Association pursuant to a Medicare Contract and in which program or
product Anthem BC&BS participates.
The defined term "Participating Hospital" set forth in Section 1.14 of
the Agreement is hereby superseded and replaced as follows:
1.14 PARTICIPATING HOSPITAL means a hospital which is a Participating
Provider.
The defined term "Participating Provider" set forth in Section 1.15 of
the Agreement is hereby superseded and replaced as follows:
1.15 PARTICIPATING PROVIDER means any physician or other individual or
institutional health care provider who or which agrees to render or
arrange for services or supplies for which benefits are available under
the applicable Member Agreement, to comply with the requirements of
such Member Agreement and HCFA requirements applicable thereto, and to
accept negotiated or other binding fees as payment in full for Covered
Services rendered to Members and who is accepted by Anthem BC&BS as a
Participating Provider.
-4-
The defined term "Plan" or "Medicare Risk Plan" set forth in Section
1.16 of the Agreement is hereby deleted.
The defined term "Primary Care Physician" set forth in Section 1.17 of
the Agreement is hereby superseded and replaced as follows:
1.17 PRIMARY CARE PHYSICIAN or PCP means a licensed physician who is a
Participating Provider practicing in the specialty of internal
medicine, pediatrics, family medicine or general practice to which
Medicare + Choice Members will have access without a referral. A
Primary Care Physician (a) provides initial and primary care services
to Medicare + Choice Members, (b) maintains the continuity of a
Medicare + Choice Member's medical care and (c) initiates and manages
referrals to other Participating Providers in accordance with
applicable law and/or the Provider Manual.
The defined term "Provider Manual" set forth in Section 1.18 of the
Agreement is hereby superseded and replaced as follows:
1.18 PROVIDER MANUAL means the manual and materials, including
Administrative Policies and Procedures, furnished to CONTRACTING
PROVIDER by Anthem BC&BS for use of the former during the term of this
Agreement, as amended and supplemented by Anthem BC&BS from time to
time. Anthem BC&BS retains the right to add to, delete from and
otherwise modify the Provider Manual from time to time.
There is hereby inserted a new defined term "Risk Population" between
Section 1.20 and Section 1.21, which definition reads as follows.
1.20A RISK POPULATION means those Medicare + Choice Members enrolled
under an Anthem BC&BS Member Agreement. Risk Population shall include
such Medicare + Choice Members when they are enrolled in the travel
component under an Anthem BC&BS Member Agreement, notwithstanding that
the Member is out of the Service Area.
The defined term "Service Area or Plan Service Area" set forth in the
amendment dated April 1, 1997 (which defined term superseded and replaced the
defined term Service Area or Plan Service Area in the Agreement) is hereby
superseded and replaced as follows:
1.21 SERVICE AREA means all counties in the State in which RCFA has
authorized Anthem BC&BS to enroll Medicare + Choice Members.
The defined term "Urgently Needed Services" set forth in Section 1.24
of the Agreement is hereby superseded and replaced as follows:
-5-
1.24 URGENTLY NEEDED SERVICES means Covered Services (i) which are
provided when a Member is temporarily absent from the Service Area;
(ii) which are immediately required as a result of an unforeseen
illness, injury, or condition and (iii) with respect to which it is not
reasonable, given the circumstances, to obtain the services from a
Participating Provider in the Service Area.
3. Section 4.1 - CREDENTIALING REQUIREMENTS is hereby superseded and
replaced as follows:
4.1 CREDENTIALING REQUIREMENTS. In order to become a Represented
Provider, each provider must submit to Anthem BC&BS a Credentialing
Application. The Provider Credentialing Applications submitted by or on
behalf of each Represented Provider are expressly incorporated by
reference into this Agreement. CONTRACTING PROVIDER and each
Represented Provider represent and warrant that the information set
forth therein is true and correct. Anthem BC&BS's approval of a
Represented Provider's Credentialing application and its determination
of his/her compliance and CONTRACTING PROVIDER's compliance with Anthem
BC&BS's applicable standards, if any, as they may be amended by Anthem
BC&BS from time to time providing they are generally consistent with
National Committee for Quality Assurance (NCQA) standards. are
conditions precedent to this Agreement. CONTRACTING PROVIDER shall be
subject to, and CONTRACTING PROVIDER shall cooperate with,
Re-Credentialing on a periodic basis. Such processes include, but are
not limited to, medical records audits, office site surveys, patient
satisfaction surveys and physician practice profiling. Anthem BC&BS
shall determine in its sole discretion whether to approve Represented
Provider's continued participation upon Re-Credentialing. Such approval
may be conditioned upon compliance with specific limitations or
corrective actions.
Within thirty (30) business days of extending an offer to employ,
contract or associate with a provider, CONTRACTING PROVIDER shall
submit a Credentialing application to Anthem BC&BS consistent with this
Section 4.1 and this Agreement.
CONTRACTING PROVIDER shall notify Anthem BC&BS in writing within ten
(10) days of any material change in the information set forth in any
Represented Provider's Credentialing application or Re-Credentialing
application.
In no event shall such provider provide any Covered Services to
Members, including coverage of CONTRACTING PROVIDER, until such
provider is credentialed and certified by Anthem BC&BS, except as
Anthem BC&BS may otherwise direct.
4. Section 4.4 - DELEGATED CREDENTIALING/RECREDENTIALING is hereby added
and reads as follows:
-6-
4.4 DELEGATED CREDENTIALING/RECREDENTIALING. Anthem BC&BS reserves the
right to require CONTRACTING PROVIDER to conduct Credentialing and/or
ReCredentialing upon ninety (90) days prior written notice to
CONTRACTING PROVIDER. CONTRACTING PROVIDER shall perform any such
Credentialing and ReCredentialing in compliance with Anthem BC&BS
requirements, the Act, the Medicare Contract, Anthem BC&BS
requirements, HCFA requirements, and otherwise in accordance with
accreditation standards related thereto of the National Committee for
Quality Assurance ("NCQA").
5. Section 5.0 - ACCOUNTABILITY is hereby added before Section 5.1 and
reads as follows:
5.0 ACCOUNTABILITY. All services, duties and responsibilities of
CONTRACTING PROVIDER under this Agreement shall be consistent and in
compliance with Anthem BC&BS's contractual obligations as set forth in
the Anthem BC&BS Medicare Contract.
6. Section 5.1 - HEALTH SERVICES is hereby superseded and replaced as
follows:
5.1 HEALTH SERVICES. CONTRACTING PROVIDER will provide or arrange to
provide Covered Services in accordance with this Agreement, the
applicable Member Agreement, the Medicare Contract and the Act.
CONTRACTING PROVIDER and Represented Providers are permitted and
encouraged to discuss treatment options and care alternatives with
Members, including information related to the coverage or non coverage
of such treatment options or care alternatives under the applicable
Member Agreement or under the program of another health maintenance or
insurance organization.
7. Section 5.1A - NETWORK MANAGEMENT SERVICES is hereby added after
Section 5.1 and reads as follows:
5.1A NETWORK MANAGEMENT SERVICES. Throughout the term of this
Agreement, CONTRACTING PROVIDER shall:
(a) Establish, maintain and administer a network of Represented
Providers in the State that are available to provide Covered Services
in accordance with this Agreement.
(b) Enter into Participating Provider agreements only with providers
that are accepted by Anthem BC&BS as Participating Providers.
(c) Monitor Represented Providers for their continued compliance with
all applicable Credentialing/ReCredentialing criteria and with the
Utilization/Quality Management Programs.
-7-
(d) Maintain a sufficient number of Represented Providers to provide
(i) convenient access to Members, (ii) convenient hours of operation,
and (iii) convenient services. The determination of whether the
foregoing requirements are met shall be made by Anthem BC&BS, in its
business judgment and in accordance with the Act and the Medicare
Contract. In the event Anthem BC&BS determines that the CONTRACTING
PROVIDER Network does not meet the standards established by HCFA or
Anthem BC&BS from time to time, Anthem BC&BS shall notify CONTRACTING
PROVIDER of the specific aspects in which the CONTRACTING PROVIDER
Network fails to meet Anthem BC&BS's standards. CONTRACTING PROVIDER
shall have the right to bring the CONTRACTING PROVIDER network into
compliance with the standards set forth in Anthem BC&BS's notice within
sixty (60) days of CONTRACTING PROVIDER's receipt of such notice. If
not, Anthem BC&BS may, but shall not be obligated to, enter into
contracts with additional providers, or take such other steps as it
deems necessary or appropriate in its sole discretion to cure the
deficiencies described in its notice. Such additional providers shall
be considered to be Participating Providers for all purposes of this
Agreement.
(e) Require that all Represented Providers shall submit claims to
CONTRACTING PROVIDER in a timely fashion in evidence of services
rendered to Members. CONTRACTING PROVIDER shall require Represented
Providers to submit claims for payment of Covered Services either
electronically or in hard copy on HCFA red 1500 forms.
(f) Provide Anthem BC&BS with a listing of Represented Providers on the
Effective Date, and provide updates of changes, additions and deletions
to such listing as they occur and on a prospective basis only. In
addition, each month CONTRACTING PROVIDER will provide full file
refreshes of the listing of Represented Providers in a format that is
mutually acceptable to the parties.
(g) Maintain a toll-free telephone number to answer any appropriate
inquiries from Represented Providers and other Participating Providers.
(h) Communicate with Participating Providers concerning Member
complaints and other concerns identified by Anthem BC&BS. CONTRACTING
PROVIDER shall also notify any Represented Provider of his/her/its
termination as a Participating Provider by Anthem BC&BS.
Notwithstanding the foregoing, Anthem BC&BS retains the right to have
direct contact with Represented Providers concerning specified issues,
provided however, that Anthem BC&BS shall notify CONTRACTING PROVIDER
in advance of any contact by Anthem BC&BS with a Represented Provider
related to the quality of Covered Services rendered.
-8-
(i) Promptly notify Anthem BC&BS of the name of any Represented
Provider that is determined to have committed fraud or other claims
abuses.
(j) Require each Represented Provider to abide by each and every term
of the Act, the Medicare Contract, the Member Agreement and this
Agreement that are applicable to Represented Providers, including
without limitation, the terms and provisions herein relating to holding
Anthem BC&BS and Members harmless from financial liability.
8. The following sentence is hereby added to the end of Section 5.2 -
PATIENT RIGHTS:
CONTRACTING PROVIDER shall ensure that represented providers make
public declarations of their commitment to nondiscriminatory behavior
in the treatment and care of Medicare + Choice Members, as required
under the Medicare Contract.
9. Section 5.4 - QUALITY OF CARE is hereby superseded and replaced as
follows:
5.4 QUALITY OF CARE. CONTRACTING PROVIDER agrees that health services
provided to Medicare + Choice Members shall be of a quality that is
consistent with accepted medical and surgical practices and otherwise
in compliance with professionally recognized standards of care.
10. The last sentence in the first paragraph of Section 5.7 - FACILITIES
AND STAFFING is hereby superseded and replaced as follows:
CONTRACTING PROVIDER hereby agrees to provide access to Anthem BC&BS,
HCFA and/or their designees during normal business hours to perform
such verification.
11. Section 5.8 - RECORDS is hereby superseded and replaced as follows:
5.8 RECORDS. CONTRACTING PROVIDER and its Represented Providers agree
to maintain adequate medical, financial, administrative and other
records for the period and in the manner specified by applicable law,
including without limitation, the Act, and in accordance with the
Medicare Contract and any standards established by Anthem BC&BS not
inconsistent with this Agreement. Anthem BC&BS and CONTRACTING PROVIDER
and its Represented Providers shall comply with all applicable federal
and state confidentiality and member record accuracy requirements.
CONTRACTING PROVIDER and its Represented Providers shall participate in
the transmission to, reporting to and requesting of information from
other treating and/or referring providers as necessary or appropriate
for the care, referral or transition of care of any Member.
12. Section 5.9 - REVIEW AND AUDIT is hereby superseded and replaced as
follows:
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5.9 REVIEW AND AUDIT. CONTRACTING PROVIDER agrees that, upon reasonable
notice, it shall make available to Anthem BC&BS for examination, audit
and copying, subject to applicable patient privacy laws, all books,
contracts, medical records, documents, papers, patient care
documentation, and other records related to Covered Services and such
other documents, as shall be requested by Anthem BC&BS. CONTRACTING
PROVIDER agrees to maintain, and to make available to Anthem BC&BS, and
its representatives and agents, all of such books, contracts, medical
records, documents, papers, patient care documentation and other
records for a period of at least six (6) fiscal years following the
close of the fiscal year in which the services were rendered. Anthem
BC&BS agrees to pay CONTRACTING PROVIDER copying charges not to exceed
the maximum Connecticut Peer Review Organization charge per page for
copies actually made by the CONTRACTING PROVIDER, or its designee, at
Anthem BC&BS's request plus postage.
Anthem BC&BS may take any action or actions, separately or in
combination, as Anthem BC&BS determines is warranted by the results of
any audit, including but not limited to: consultation with CONTRACTING
PROVIDER; withholding of payments to CONTRACTING PROVIDER, demand for
immediate payment of all sums determined to be owed by CONTRACTING
PROVIDER and the institution of action to collect such sums; reaudit;
the setoff of amounts owing by CONTRACTING PROVIDER from any future
payment(s) which would otherwise be due to CONTRACTING PROVIDER under
this Agreement; and/or the suspension or termination of this Agreement.
Pursuant to the Act, the Secretary of Health and Human Services
("HHS"), the Comptroller General, or their designee(s), including, but
not limited to, peer review organizations, external quality review
organizations, or other authorized government agencies, may audit,
evaluate or inspect any books, contracts, medical records, documents,
papers, patient care documentation, and other records of CONTRACTING
PROVIDER that pertain to any aspect of services performed,
reconciliation of benefit liabilities, and determination of amounts
payable under this Agreement, or as the Secretary may deem necessary to
enforce the Medicare Contract. CONTRACTING PROVIDER shall provide such
books, contracts, medical records, documents, papers, patient care
documentation, and other records subject to applicable federal law and
in accordance with regulations governing such access.
HHS, the Comptroller General, or their designees' right to inspect,
evaluate, and audit extends through six (6) years from the final date
of the contract period or completion of audit, whichever is later
unless: (i) HCFA determines there is a special need to retain a
particular record or group of records for a longer period and provides
notice at least thirty (30) days before the normal disposition date;
(ii) there has been a termination, dispute, or fraud or similar fault
by CONTRACTING PROVIDER or Anthem BC&BS, in which
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case the retention may be extended to six (6) years from the date of
any resulting final resolution of the termination, dispute, or fraud or
similar fault; or (iii) HHS, the Comptroller General, or their designee
determine that there is a reasonable possibility of fraud, in which
case they may inspect, evaluate, and audit CONTRACTING PROVIDER at any
time.
If CONTRACTING PROVIDER performs any of its obligations under this
Agreement through subcontract, the subcontract shall contain this same
clause. If it is determined that this Agreement does not fall within
the scope of the Act, this Section shall be null and void. The
provisions of this Sections shall be applicable to Represented
Providers to the same extent applicable to CONTRACTING PROVIDER. The
provisions of this Section shall survive the termination for any reason
of this Agreement.
13. Section 5.11 - GRIEVANCE SYSTEM is hereby superseded and replaced as
follows:
5.11 MEMBER GRIEVANCE/APPEALS. Anthem BC&BS will maintain and
administer a grievance/appeal system for Medicare + Choice Members.
Complaints received by Anthem BC&BS concerning services rendered by
CONTRACTING PROVIDER and its Represented Providers will be resolved in
accordance with the applicable grievance/appeal procedures. CONTRACTING
PROVIDER agrees and shall require its Represented Providers to agree to
notify Anthem BC&BS immediately of any member complaints that come to
its/their attention. CONTRACTING PROVIDER and its Represented Providers
shall adhere to the appeals/expedited appeals procedures as set forth
in the Provider Manual and the Act, including providing information
required by Anthem BC&BS for the appeal, and shall further cooperate
with Anthem BC&BS in the resolution of Medicare + Choice Member
complaints and be bound by such resolutions.
14. Section 5.12 - INDEMNIFICATION is hereby superseded and replaced as
follows:
5.12 INDEMNIFICATION. CONTRACTING PROVIDER shall indemnify and hold
Anthem BC&BS, including its officers, directors, employees,
representatives and agents harmless from and against any and all losses
and damages (including any sanctions attributable or allocable to
CONTRACTING PROVIDER on account of any performance failure and
reasonable attorneys' fees) resulting from the alleged neglect, breach
of contract or other negligent act or omission of CONTRACTING PROVIDER,
its officers, directors, employees, representatives or agents (but not
medical staff members who are independent contractors) relating in any
way to the performance or omission of any negligent act or
responsibility of CONTRACTING PROVIDER under this Agreement.
15. Section 5.14 - CONTRACTING PROVIDER'S SERVICE STANDARDS is hereby added
and reads as follows:
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5.14 CONTRACTING PROVIDER'S SERVICE STANDARDS. Unless a higher standard
is set forth herein, CONTRACTING PROVIDER shall perform its duties
hereunder in accordance with applicable Medicare laws, regulations and
HCFA instructions and all other applicable federal, state and local
laws, regulations and requirements.
16. Section 5.15 - REPORTS AND REPORTING is hereby added and reads as
follows:
5.15 REPORTS AND REPORTING. (a) CONTRACTING PROVIDER shall issue to
Anthem BC&BS, at CONTRACTING PROVIDER's expense, such reports related
to CONTRACTING PROVIDER's and Represented Providers' services under
this Agreement, as Anthem BC&BS requests, including those reports set
forth on Exhibit C hereto. All reports shall be in a form and of
content and frequency as Anthem BC&BS and CONTRACTING PROVIDER shall
agree, but at a minimum shall meet any criteria that Anthem BC&BS
determines are applicable pursuant to the Act, the Medicare Contract,
HCFA requirements or other requirements that are generally accepted in
the managed care industry as applicable to reports and reporting
(including, without limitation, HEDIS, NCQA and NMIS).
(b) CONTRACTING PROVIDER agrees to furnish to Anthem BC&BS either (i)
an audited balance sheet, including the management letter, and related
statements of income, retained earnings and changes in consolidated
financial position for CONTRACTING PROVIDER as of the and for each
fiscal year end during the term of this Agreement, with an unqualified
report thereon by CONTRACTING PROVIDER's independent public
accountants; or, if audited sheets are not prepared, (ii) an unaudited
balance sheet and related statements of income, retained earnings and
changes in financial position for CONTRACTING PROVIDER as of and for
the each fiscal year end during the term of this Agreement, certified
by the principal financial officer of CONTRACTING PROVIDER. In
addition, CONTRACTING PROVIDER shall represent that, except as
otherwise disclosed in writing to Anthem BC&BS: (i) since the date of
the financial statements (the "Financial Statements"), there has been
no material adverse change in the financial condition, business,
operations or properties of CONTRACTING PROVIDER; (ii) all such
Financial Statements have been prepared in accordance with generally
accepted accounting principles consistently applied; (iii) the
Financial Statements fairly present the financial position of
CONTRACTING PROVIDER as of the dates thereof and the results of its
operations and cash flows for the period ended on the dates thereof;
(iv) the Financial Statements reflect reserves appropriate and adequate
for all known material liabilities and reasonably anticipated losses,
as required by generally accepted accounting principles; (v) since the
date of the Financial Statement, there has been no change in the
assets, liabilities or financial condition of CONTRACTING PROVIDER from
that reflected therein except for changes in the ordinary course of
business consistent with past practice and which have not been
materially adverse; and (vi) none of the business,
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prospects, financial condition, operations, property or affairs of
CONTRACTING PROVIDER has been materially adversely affected by any
occurrence or development, individually or in the aggregate, whether or
not insured against.
17. Section 6.2 - COMPLIANCE WITH REFERRAL SYSTEM is hereby superseded and
replaced as follows:
6.2 COMPLIANCE WITH REFERRAL SYSTEM. CONTRACTING PROVIDER and its
Represented Providers shall comply with Anthem BC&BS's referral
policies, including, but not limited to, policies regarding the
transmission to, reporting to and requesting of information from other
treating and/or referring providers as necessary or appropriate for the
care, referral or transition of care of any Medicare + Choice Member.
As mandated by HCFA, CONTRACTING PROVIDER and its Represented Providers
shall provide Medicare + Choice Members direct access without referral
to (i) mammography screening, (ii) influenza vaccinations, and (iii) to
Participating Providers who are women's health specialists for routine
and preventive Covered Services. CONTRACTING PROVIDER and its
Represented Providers shall not provide non Emergency Services, other
than those referred to herein, to any Medicare + Choice Member referred
to it/him/her unless such services are within the scope of the referral
authorization.
18. Section 5.16 - BLUE CROSS AND BLUE SHIELD ASSOCIATION is hereby added
and reads as follows:
5.16 BLUE CROSS AND BLUE SHIELD ASSOCIATION. CONTRACTING PROVIDER
acknowledges its understanding that this Agreement constitutes a
contract between CONTRACTING PROVIDER and Anthem BC&BS and that Anthem
BC&BS is an independent corporation operating under a license with the
Blue Cross and Blue Shield Association, an association of independent
Blue Cross and Blue Shield Plans (the "Association"), permitting Anthem
BC&BS to use the Blue Cross and/or Blue Shield Service Xxxx in the
State, and that Anthem BC&BS is not contracting as the agent of the
Association. CONTRACTING PROVIDER further acknowledges and agrees that
it has not entered into this Agreement based upon representations by
any other person, entity, or organization other than Anthem BC&BS and
that no person, entity, or organization other than Anthem BC&BS will be
held accountable or liable to CONTRACTING PROVIDER for any obligations
created under this Agreement. This Section 5.16 will not create any
additional obligations whatsoever on the part of Anthem BC&BS other
than those obligations created under other provisions of the Agreement.
19. Section 7.1 - COOPERATION is hereby superseded and replaced as follows:
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7.1 COMPLIANCE. CONTRACTING PROVIDER shall comply with the
Utilization/Quality Management Programs including, but not limited to,
prescription drug benefit management, laboratory service management,
site surveys, case management and discharge planning and utilization
review procedures (prospective, concurrent and retrospective) for
determining medical necessity. CONTRACTING PROVIDER acknowledges that
the Anthem BC&BS Medicare Contract and the Act requires Anthem BC&BS
and CONTRACTING PROVIDER to comply with Quality Improvement System for
Managed Care ("QISMC") Standards. CONTRACTING PROVIDER and its
Represented Providers agree to comply with the QISMC Standards
applicable to them and to notify Anthem BC&BS promptly of any
information known to CONTRACTING PROVIDER or its Represented Providers
that leads them to believe that QISMC Standards are not being complied
with, whether by CONTRACTING PROVIDER, a Represented Provider or Anthem
BC&BS or by any other person or entity.
20. Section 7.2 - REVIEW PROCESS is hereby added and reads as follows:
7.2 REVIEW PROCESS. Review of CONTRACTING PROVIDER's and Represented
Providers' services to Medicare Members may be conducted by a physician
review committee, by Anthem BC&BS staff, HCFA or by others designated
by Anthem BC&BS or HCFA. Such review may determine that some services
or patterns of care rendered to Medicare Members were not in accordance
with accepted standards of care, QISMC Standards, Utilization/Quality
Management Program or Anthem BC&BS's referral policies. CONTRACTING
PROVIDER and its Represented Providers shall abide by the decision of
Anthem BC&BS under the Utilization/Quality Management Program, and peer
review, subject to a right to appeal under Article 11. In the event
that the functions or responsibilities with respect to
Utilization/Quality Management Programs under this Agreement are
delegated or assigned, either in whole or in part, Anthem BC&BS shall
oversee, monitor and modify programs as necessary or required in order
to fulfill the purposes of this Agreement and Anthem BC&BS Medicare
Contract, notwithstanding such assignment or delegation.
21. Section 7.3 - DELEGATION OF UTILIZATION/QUALITY MANAGEMENT is hereby
added and reads as follows:
7.3 DELEGATION. Anthem BC&BS reserves the right to require CONTRACTING
PROVIDER to conduct utilization management and/or quality assurance
review upon ninety (90) days prior written notice to CONTRACTING
PROVIDER. Such activities shall be conducted in compliance with the
Act, the Medicare Contract, QISMC Standards, Anthem BC&BS requirements,
HCFA requirements, Anthem BC&BS' oversight and otherwise in accordance
with NCQA accreditation standards related thereto.
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22. The following sentence is hereby added to the end of Section 8.1 -
MEMBER BILLING PROHIBITION:
In accordance with the Act, CONTRACTING PROVIDER and its Represented
Providers shall not xxxx, charge, or collect Copayments from a Medicare
+ Choice Member or persons acting on behalf of a Medicare + Choice
Member for influenza vaccines or pneumoccal vaccines provided pursuant
to this Agreement.
23. Section 8.5 - DELEGATION OF CLAIMS PROCESSING AND PAYMENT is hereby
added and reads as follows:
8.5 DELEGATION OF CLAIMS PROCESSING AND PAYMENT. (a) Upon the Amendment
Effective Date CONTRACTING PROVIDER will conduct the claims processing
and payment functions. CONTRACTING PROVIDER acknowledges that the
claims processing and payment functions are critical aspects of its
performance under the Agreement and agrees that Anthem BC&BS shall have
oversight and supervision of CONTRACTING PROVIDER's performance of such
functions. If, at any time, Anthem BC&BS and/or HCFA determines that
CONTRACTING PROVIDER is not satisfactorily performing its
responsibilities hereunder or does not have appropriate capability to
perform the claims processing and payment functions then Anthem BC&BS
shall have the right to conduct the claims processing and payment
function as agent for CONTRACTING PROVIDER. Upon such event,
CONTRACTING PROVIDER shall cooperate fully with Anthem BC&BS to
transition such functions to Anthem BC&BS in a manner that causes no
disruption to Covered Services for Members.
(b) During any period during which CONTRACTING PROVIDER is responsible
for the claims processing and payment functions, CONTRACTING PROVIDER
shall require Represented Providers to use their best efforts to submit
any claim or encounter to CONTRACTING PROVIDER for payment or benefits
applicable to the rendering of Covered Services to a Member within
thirty (30) days from the end of the month in which Represented
Providers renders such services. In no event, regardless of the cause
or circumstance, shall Anthem BC&BS or the Member be responsible for or
liable for any claim submitted to CONTRACTING PROVIDER more than ninety
(90) days after the date of Represented Provider's provision of the
Covered Services. Notwithstanding the foregoing, if Anthem BC&BS is the
secondary payor under applicable nonduplication of benefits rules, then
CONTRACTING PROVIDER shall require its Represented Providers to submit
the claim or encounter no later than the earlier of ninety (90) days
after payment by the primary payor or one hundred eighty (180) days
after the Member's discharge.
(c) For any period during which CONTRACTING PROVIDER is responsible for
the claims processing and payment functions, CONTRACTING PROVIDER shall
pay all
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amounts due to Represented Providers for Capitated Services in
accordance with Exhibit A hereto.
CONTRACTING PROVIDER agrees to pay all "Clean Claims" (defined herein)
submitted by Represented Providers for payment of Capitated Services
within sixty (60) days of receipt of such Clean Claims. A "Clean Claim"
is a claim that has no defect, impropriety, lack of any required
substantiating documentation, or particular circumstance requiring
special treatment that prevents timely payment. CONTRACTING PROVIDER
agrees to deny all Non Clean Claims within sixty (60) days of receipt
of such Non Clean Claims. CONTRACTING PROVIDER expressly acknowledges
that its failure to pay or deny claims submitted by Represented
Providers in a timely fashion may adversely affect Anthem BC&BS's
compensation from HCFA under the Anthem BC&BS Medicare Contract.
(d) For any period during which CONTRACTING PROVIDER is responsible for
the claims processing and payment functions, CONTRACTING PROVIDER shall
submit all xxxxxxxx and/or encounter information required under this
Agreement in accordance with this Agreement, the Administrative
Policies and Procedures or otherwise as reasonably required by Anthem
BC&BS. CONTRACTING PROVIDER shall submit such billing and/or encounter
information no later than the fifteenth (15th) day of the month
following the month in which CONTRACTING PROVIDER receives the billing
and/or encounter information from the Represented Provider. To the
extent required under the Act or the Medicare Contract, CONTRACTING
PROVIDER agrees to and will require Represented Providers to agree to
certify the accuracy, completeness and truthfulness of encounter and
claims data.
(e) CONTRACTING PROVIDER agrees that in the event that CONTRACTING
PROVIDER is required to allocate its resources among its customers as a
result of a claims processing system failure or a lack of system
capacity, Anthem BC&BS shall be afforded the highest priority for the
processing of its business.
24. The following sentence is hereby added to Section 9.1 - COMPENSATION
FOR COVERED SERVICES:
All payments, except for Copayments, received by CONTRACTING PROVIDER
as compensation under this Agreement are from federal funds. As such,
CONTRACTING PROVIDER is subject to all federal laws applicable to
individuals and entities receiving federal funds.
25. Section 9.3 - PERFORMANCE GUARANTEE is hereby added and reads as
follows:
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9.3 PERFORMANCE GUARANTEE. CONTRACTING PROVIDER agrees that if it fails
or refuses to provide to Anthem BC&BS any of the reports, data,
surveys, encounters, records, studies, findings, analyses,
methodologies, measurements or other information required under this
Agreement or if CONTRACTING PROVIDER fails to meet any performance
criteria, standard or requirement as set forth in this Agreement,
excluding the Development of Quality Standards, as determined by Anthem
BC&BS and/or HCFA, then Anthem BC&BS may withhold, for the period of
CONTRACTING PROVIDER's failure or refusal, up to fifty percent (50%) of
the compensation then due and payable to CONTRACTING PROVIDER, provided
that Anthem BC&BS shall notify CONTRACTING PROVIDER, prior to
withholding compensation, of the grounds for withholding the
compensation. Upon CONTRACTING PROVIDER's performance in accordance
with this Agreement or otherwise to Anthem BC&BS's and HCFA's
reasonable satisfaction, Anthem BC&BS shall pay to CONTRACTING PROVIDER
the withheld amount, without interest. CONTRACTING PROVIDER expressly
acknowledges that its failure (i) to perform any or all of its
services, duties and responsibilities under this Agreement to the
satisfaction of Anthem BC&BS and/or HCFA, or (ii) to meet any
performance criteria, standard or requirement as set forth in this
Agreement may adversely affect Anthem BC&BS's compensation from, and/or
result in sanctions by, HCFA under the Anthem BC&BS Medicare Contract.
CONTRACTING PROVIDER agrees that it will pay, within thirty (30) days
of demand by Anthem BC&BS, the amount of penalty or sanction assessed
by HCFA that Anthem BC&BS determines is attributable to the failure of
CONTRACTING PROVIDER's performance under this Agreement. If CONTRACTING
PROVIDER disputes such determination in any respect, then it must
notify Anthem BC&BS in writing of such dispute not more than ten (10)
days from receipt of Anthem BC&BS's demand. CONTRACTING PROVIDER's
dispute must state with specificity the basis for the dispute. If the
parties are unable to reach agreement with respect to the matter within
thirty (30) days of CONTRACTING PROVIDER's notice of dispute, then the
matter shall be resolved pursuant to the provisions of Article 11.
26. Section 10.3 - TERMINATION OF AGREEMENT BY BC&BS is hereby superseded
and replaced as follows:
10.3 TERMINATION BY ANTHEM BC&BS. (a) Anthem BC&BS shall have the right
to terminate this Agreement upon thirty (30) days written notice to
CONTRACTING PROVIDER upon the occurrence of any of the following:
(i) Failure of CONTRACTING PROVIDER, as determined by Anthem
BC&BS or HCFA, to comply with Utilization/Quality Management
Programs, with Anthem BC&BS's availability, staffing, or
accessibility
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standards or financial standards, with any requirement
prohibiting CONTRACTING PROVIDER or Represented Providers
from billing Medicare + Choice Members, or with any
performance criteria, standard or requirement as set forth in
this Agreement, the Provider Manual, the Member Agreement,
the Medicare Contract or the Act, or failure of CONTRACTING
PROVIDER to meet any Credentialing or ReCredentialing
criteria, provided that Anthem BC&BS notifies CONTRACTING
PROVIDER of the deficiencies and, after the expiration of
thirty (30) days from such notice, Anthem BC&BS determines
that CONTRACTING PROVIDER is unable, unwilling or has failed
to correct the deficiencies;
(ii) Anthem BC&BS is unable to maintain agreements with hospitals,
physicians, and ancillary service providers who collectively
constitute a service delivery system.
(b) This Agreement may be terminated or suspended by Anthem BC&BS
immediately upon notice to CONTRACTING PROVIDER, if
CONTRACTING PROVIDER's license under State law is revoked, if
CONTRACTING PROVIDER loses his/her/its certification under
Title XVIII or Title XIX, or if CONTRACTING PROVIDER's
continuation as a Participating Provider poses risk of harm to
the health or safety of any Medicare + Choice Member.
27. Section l0.4A - TERMINATION OR SUSPENSION OF REPRESENTED PROVIDER is
hereby added between Section 10.4 and Section 10.5 and reads as follows:
l0.4A TERMINATION OR SUSPENSION OF REPRESENTED PROVIDER.
(a) For Cause. Anthem BC&BS may require CONTRACTING PROVIDER to
terminate or suspend the participation of any Represented Provider for
cause, such termination or suspension to be effective immediately upon
notice to CONTRACTING PROVIDER, unless Anthem BC&BS specifies a later
date or unless otherwise provided by applicable law. Cause for
termination or suspension includes, but is not limited to, the
following:
(i) a Represented Provider's conviction of a felony or
misdemeanor of moral turpitude;
(ii) loss or suspension of any license required to fulfill
this Agreement;
(iii) professional incompetence of a Represented Provider,
non-cooperation with Anthem BC&BS policy or nonperformance of
professional responsibility;
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(iv) impairment of Represented Provider's ability to practice
his or her profession in a competent manner;
(v) a Represented Provider's being a party to professional
liability or other litigation or arbitration that has resulted
in substantial judgments, settlements or awards against the
Represented Provider or Contracting Provider;
(vi) a Represented Provider having had his/her staff
privileges restricted, suspended or terminated, and/or having
had any policy of insurance required under this Agreement
reduced, terminated or canceled;
(vii) a Represented Provider posing a significant risk of harm
to the health or safety of any Member;
(viii) a Represented Provider's being sanctioned, suspended or
terminated from, or a Represented Provider's voluntary
surrendering from, participation in the Medicare (Title XVIII)
or Medicaid (Title XIX) programs; or
(ix) a Represented Provider's failure to meet any
Credentialing or Re- Credentialing criteria.
(b) Without Cause. Anthem BC&BS may terminate or suspend or require
CONTRACTING PROVIDER to terminate or suspend the participation of any
Represented Provider at any time without cause or prejudice upon sixty
(60) days' prior written notice to Represented Provider.
28. Section 10.5 - EFFECT OF TERMINATION is hereby superseded and replaced
as follows:
10.5 EFFECT OF TERMINATION. If Anthem BC&BS becomes insolvent, then
CONTRACTING PROVIDER and its Represented Providers agree to continue to
provide services to any Member who is an inpatient until the Member's
discharge. In the event this Agreement is terminated for reasons other
than Anthem BC&BS insolvency, regardless of such other circumstances of
termination, CONTRACTING PROVIDER agrees to serve Medicare + Choice
Members through the last day this Agreement is in effect.
Notwithstanding the foregoing, Medicare + Choice Members who are
inpatients may, at Anthem BC&BS's election, continue after termination
of this Agreement as patients of CONTRACTING PROVIDER until the date of
the Member's discharge or other arrangements can be made or until the
Anthem BC&BS Medicare + Choice program terminates, whichever is first.
During such period, CONTRACTING PROVIDER shall be paid in accordance
with the terms of the reciprocal rate schedule in EXHIBIT A -
Compensation Schedule and shall cooperate with Anthem BC&BS's policies
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and procedures in relation to those Medicare + Choice Members.
Termination of this Agreement, except as provided herein to the
contrary, shall not affect the rights, obligations and liabilities of
the parties arising out of transactions occurring prior to termination.
CONTRACTING PROVIDER shall, upon request of Anthem BC&BS, provide to
Anthem BC&BS or such Participating Provider as is designated by Anthem
BC&BS, copies of Medicare + Choice Member medical records and all
records necessary for the settlement of outstanding medical bills.
Anthem BC&BS reserves the right to transfer, if feasible and medically
appropriate, those Medicare + Choice Members being treated by
CONTRACTING PROVIDER to another Participating Provider once notice of
the termination of this Agreement is provided.
29. Section 10.6 - COMPENSATION FOR SERVICES IMMEDIATELY AFTER NOTICE TO
MEMBER OF CONTRACTING PROVIDER'S TERMINATION is hereby deleted.
30. Section 10.7 - CESSATION OF BC&BS OPERATIONS is hereby renumbered as
Section 10.6 and is superseded and replaced as follows:
10.6 SERVICE AREA REDUCTION OR TERMINATION OF ANTHEM BC&BS'S MEDICARE
CONTRACT. If Anthem BC&BS, or its successors and assigns, reduces its
Service Area or terminates its Medicare Contract, then CONTRACTING
PROVIDER agrees to provide Covered Services to Medicare + Choice
Members until the last day of the last month in which Anthem BC&BS
continues its Medicare + Choice program without the Service Area
reduction or the termination date of the Medicare Contract; provided,
however, that if a Medicare + Choice Member is still hospitalized on
either of such dates, then until the Medicare + Choice Member is
discharged from the CONTRACTING PROVIDER.
31. Section 10.8 - BANKRUPTCY is hereby deleted.
32. Section 10.9 - ADVERSE GOVERNMENTAL ACTION is hereby renumbered as
Section 10.7.
33. Section 10.8 - REPRESENTED PROVIDER SUBSTITUTION INTO AGREEMENT is
hereby added and reads as follows:
10.8 REPRESENTED PROVIDER SUBSTITUTION INTO AGREEMENT. CONTRACTING
PROVIDER shall require that its Represented Providers agree to be
bound, at Anthem BC&BS's option, to the terms and conditions of this
Agreement in the event of dissolution or insolvency of CONTRACTING
PROVIDER or in the event of termination by Anthem BC&BS for breach as
described in this Article 10. Represented Providers' obligations under
this provision shall continue through the last day of the initial term
of the Agreement. In case of such dissolution, insolvency or
termination, Anthem BC&BS may, at its option, assume the administrative
rights and responsibilities of
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CONTRACTING PROVIDER described herein. This Paragraph is intended to
ensure continuity of care to Members in the event of such dissolution,
insolvency or termination.
34. Section 12.0 is hereby added and reads as follows:
12.0 Anthem BC&BS oversees and is accountable to HCFA for all functions
and responsibilities described in this Agreement and the Anthem BC&BS
Medicare Contract. In accordance with the Anthem BC&BS Medicare
Contract, Anthem BC&BS monitors the performance of CONTRACTING PROVIDER
under this Agreement on an ongoing basis.
35. Sections 12.1 through 12.6, inclusive, are hereby superseded and
replaced as follows:
12.1 Anthem BC&BS shall provide necessary and appropriate marketing,
administrative, data reporting, claims processing, Utilization/Quality
Management Programs, Member appeals and reconsideration and
underwriting functions that are required under the Anthem BC&BS
Medicare Contract and applicable laws and regulations related thereto.
Anthem BC&BS shall have the responsibility of all payments as further
defined in this Agreement and EXHIBIT A - Compensation Schedule hereto.
12.2 Anthem BC&BS shall arrange for health care services for Medicare +
Choice Members in accordance with the Medicare Contract.
12.3 Anthem BC&BS shall furnish CONTRACTING PROVIDER with a means of
identifying those Medicare + Choice Members who are covered under an
Anthem BC&BS Member Agreement. Medicare + Choice Members must be
certified by HCFA as eligible to receive services under this Agreement.
12.4 Anthem BC&BS shall have sole responsibility for the advertising
and marketing of its Medicare + Choice programs. CONTRACTING PROVIDER
will not advertise its participation as a Participating Provider
without the prior written approval of Anthem BC&BS. Anthem BC&BS shall
review any such advertisement within thirty (30) days of CONTRACTING
PROVIDER's submission to Anthem BC&BS.
12.5 Anthem BC&BS shall monitor the quality of health care provided to
Medicare + Choice Members in accordance with all applicable legal
requirements.
12.6 Anthem BC&BS shall use best efforts to ensure that only
individuals who meet the eligibility requirements stated in this
Agreement, the Medicare Contract, the Act or
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HCFA regulations may be enrolled as Medicare + Choice Members.
Individuals must meet the following conditions for enrollment:
(a) The individual must be entitled to Medicare Part A and
Part B, or Part B only benefits, and must pay any applicable
premium;
(b) The individual must reside within the Service Area;
(c) At the time of enrollment, the individual must not have
been medically determined to have End Stage Renal Disease
(ESRD) except where the individual is a current Anthem BC&BS
group member and is converting to enrollment under an Anthem
BC&BS Member Agreement.
36. Section 13.4 - ASSIGNMENT is hereby superseded and replaced as follows:
13.4 ASSIGNMENT AND SUBCONTRACTS. No assignment, delegation or
subcontract, in whole or in, part, of all or any portion of this
Agreement or any of the rights, duties or obligations contained herein
shall be made by either party without the prior written consent of the
non-assigning, non-delegating or non-subcontracting party; provided
however, notwithstanding the foregoing, Anthem BC&BS shall be entitled
to assign, delegate or subcontract this Agreement, or any portion
thereof, or any of its rights, duties or obligations contained in this
Agreement (i) in the ordinary course of its business; or (ii) to any
entity which has the right to use the Blue Cross and/or Blue Shield
service marks or trade names in connection with any service performed
by such entity, whether that entity be a member, licensee or affiliate
of the Blue Cross and Blue Shield Association. Any attempted
assignment, delegation or subcontracting in violation of this provision
shall be void and have no binding effect.
37. The following sentence is added to the end of Section 13.8 - APPLICABLE
LAW:
Anthem BC&BS, CONTRACTING PROVIDER and its Represented Providers shall
comply with applicable Medicare laws, regulations and HCFA
instructions.
38. Appendix A to the Agreement is superseded and replaced with Revised
Appendix A, attached hereto and incorporated herein.
39. Exhibit A to the Agreement is superseded and replaced with Revised
Exhibit A, attached hereto and incorporated herein.
40. A new Exhibit C to the Agreement is added to the Agreement, attached
hereto and incorporated herein.
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41. The parties hereto acknowledge that on August 1, 1997, BC&BS merged
with and into Anthem Insurance Companies, Inc. ("ANTHEM") and prior
thereto, BC&BS assigned all of its rights and assets to Anthem BC&BS
and Anthem BC&BS assumed all the liabilities and obligations of BC&BS,
including without limitation the rights and obligations set forth in
the Agreement and this Amendment. It is the intent of the parties
hereto that the Agreement and this Amendment shall govern and control
the relationship that existed between BC&BS and CONTRACTING PROVIDER
from and after the Amendment Effective Date, notwithstanding the fact
that this Amendment is executed by the parties hereto on the date
indicated below. CONTRACTING PROVIDER further releases and discharges
BC&BS and ANTHEM from any and all claims that may now or hereafter
exist with respect to the Agreement and this Amendment and CONTRACTING
PROVIDER shall look solely to Anthem BC&BS for performance of its
obligations hereunder.
42. Except as set forth in this Amendment, the Agreement and all prior
amendments remains in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
Amendment Effective Date.
ANTHEM HEALTH PLANS, INC. OPTICARE EYE HEALTH CENTERS, INC.
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
------------------------------------ -----------------------------------
(Signature) (Signature)
Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
------------------------------------ -----------------------------------
Name (type or print) Name (type or print)
Title: V.P. Provider Relations Title: Treasurer
----------------------------- ----------------------------
Date: 4/12/99 Date: 4/8/99
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