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EXHIBIT 10.19
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
DENTACARE
DENTAL SERVICE AGREEMENT
BETWEEN
COMPCARE HEALTH SERVICES INSURANCE CORPORATION
AND
ADVANCE DENTAL MANAGEMENT
This Dental Service Agreement ("AGREEMENT") is made and entered into
this first day of January, 1995, by and between Compcare Health Services
Insurance Corporation, a Wisconsin stock insurance corporation ("COMPCARE") and
Advance Dental Management ("DENTAL GROUP"). Compcare and Dental Group recognize
the desirability and need for finding efficient and economical methods of
delivering quality dental care. Accordingly, this Agreement sets forth the
terms under which Dental Group shall so deliver Dental Services to Participants.
ARTICLE 1. DEFINITIONS. The following terms, when used in this Agreement and
all Amendments hereof and Attachments hereto, are defined as follows.
1.1 "CAPITATION" means the monthly amount to be paid to Dental Group for the
Participants entitled to Dental Services, including the supplemental
advance payments made to the Dental Group. In addition, Capitation shall
include the amount to be paid to Dental Group for the Participants
enrolled at the Midwest Dental - LaCrosse location entitled to Specialty
Services. The amount of Capitation is set forth in Attachment A which is
attached hereto and made a part hereof.
1.2 "DENTAL CARE PLAN" means any dental care plan offered by Compcare, doing
business as Dentacare, which makes available to enrolled Participants a
limited range of dental care services performed by Dentists selected by
Compcare. Additional Dental Care Plans may be added upon thirty (30)
days prior written notice to Dental Group, unless within thirty (30)
days following receipt of the notice, Dental Group notifies Compcare in
writing that it does not wish to participate in the additional Dental
Care Plans.
1.3 "DENTAL GROUP" means the service corporation which is party to this
Agreement identified as Advance Dental Management which has taken full
responsibility of the duties herein for those facilities identified on
Attachment B which is attached hereto and made a part hereof.
1.4 "DENTAL SERVICE" means those services, procedures, supplies and
appliances to which a Participant is entitled under a Subscriber
Contract, excluding those services defined as Specialty Services.
1.5 "DENTIST" means a licensed Doctor of Dental Surgery or a licensed
Doctor of Medical Dentistry.
1.6 "DEPENDENT" means the legal spouse of the Subscriber and their children
who are eligible Dependents as Dependent is defined in the Subscriber
Contract.
1.7 "GROUP" means any employer group, association or other entity which
applies and is accepted for coverage under the Dental Care Plan.
1.8 "GROUP DENTIST" means a Dentist who is contractually associated with or
employed by Dental Group or one of its affiliates or subsidiaries.
1.9 "PARTICIPANT" means the Subscriber or any of Subscriber's Dependents
determined by Compcare to be eligible for Dental Service under this
Agreement.
1.10 "SERVICE AREA" means the area within fifty (50) miles of Dental Group's
facilities set forth in Attachment B hereto.
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1.11 "SPECIALTY SERVICE" means those services which are classified as
orthodontics, and have been agreed upon by Dental Group and Compcare as
services which will be referred to a Dentist of Compcare's choosing,
with the exception of those Specialty Services required by a Participant
enrolled at the Midwest Dental - Lacrosse facility which are the
responsibility of the Dental Group pursuant to the terms of this
Agreement
1.12 "SUBSCRIBER" means a member of an enrolled Group whom the Group has
reported to Compcare as eligible for Dental Service under a Group
Subscriber Contract or a person with whom Compcare has entered into an
individual Subscriber Contract.
1.13 "SUBSCRIBER CONTRACT" means a Group or individual contract under
which Subscribers and their eligible Dependents are entitled to receive
Dental Service under the Dental Care Plan.
ARTICLE 2. DENTAL GROUP'S RESPONSIBILITIES.
2.1 Dental Group shall provide Dental Services to those Subscribers and
their Dependents who are enrolled in a Dental Care Plan. Dental Group
shall also adhere to the administrative procedures as outlined in the
Dentacare Office Manager's Manual and any Amendments thereto.
2.2 For those Subscribers and their Dependents who have selected the
Midwest Dental - LaCrosse facility (as identified in Attachment B
hereto) to provide their Dental Services, Dental Group shall provide
said Subscribers and Dependents with Specialty Services.
2.3 Dental Group shall provide for the availability of Dental Service at
such time at such locations and upon such terms and conditions as shall
be agreed upon by Dental Group and Compcare. Dental Group specifically
agrees to schedule appointments for routine examinations, recall, and
preventative therapy within six (6) weeks of the request therefor, and
appointments for emergency treatment within twenty-four (24) hours of
the request therefor. Dental Group agrees to maintain twenty-four (24)
hour telephone answering service or other such mechanism to receive
emergency calls.
2.4 With the exception of existing agreements between Dental Group and its
affiliate service corporations Midwest Dental Care Sheboygan, S.C. and
Midwest Dental Care Mondovi, S.C., Dental Group shall not subcontract or
delegate its duties hereunder unless Compcare shall so approve in
writing. Neither the engagement of consultants by Dental Group to assist
Dental Group in providing Dental Service to a Participant nor the
referral of Participants as provided in the Subscriber Contract shall be
deemed to be subcontracting or delegating of Dental Group's duties
hereunder. Dental Group shall be solely responsible for the payment of
the charges of such consultants and of the Dentists to whom such
referrals are made if such referral is necessary for the Dental Group to
fulfill its responsibilities in providing Dental Services. Under no
circumstances shall Dental Group be entitled to any compensation beyond
that specified in Article 4. In the event Dental Group becomes insolvent
or suffers financial difficulties, the claims of such consultants shall
have priority over claims of Dental Group.
2.5 Dental Group shall refer Participants only to licensed Providers
("REFERRAL PROVIDERS") who have both the requisite skill to deliver
the covered Dental Service and the minimum amount of malpractice
insurance required by Compcare in Article 7.1.; or only to Dentists who
have been identified as the Dentist of Compcare's choosing to provide
Specialty Services.
2.6 Dental Group shall provide prostheses and cast restorations to
Participants and, under Subscriber Contracts wherein laboratory charges
are not a Dental Service, shall charge Participants for dental
prostheses and cast restorations the lesser of the laboratory's actual
charges therefor or such amounts as Compcare determines to be the
prevailing fee for such items. In the event Dental Group performs any
work on such items which would otherwise be performed in a dental
laboratory, the total charge to
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Participants shall be the lesser of Dental Group's actual charges
therefor or the aforementioned prevailing fee.
2.7 With the singular exception of the Midwest Dental - LaCrosse facility
(pursuant to Article 2.2 herein), Dental Group agrees to refer any
Participant requiring Specialty Services to a Dentist of Compcare's
choosing.
2.8 For those Participants enrolled at the Midwest Dental - LaCrosse
facility, Dental Group agrees that its total copayment charge to a
Participant, or to a Subscriber on behalf of a Participant, for the
course of orthodontic treatment shall not exceed the amount specified
as the Participant's liability in the applicable Subscriber Contract.
2.9 Dental Group agrees that during the term of this Agreement neither it
nor any of its partners, officers, directors, or employees will
directly or indirectly try to persuade any Subscriber or enrolled
Group to terminate their participation in this Dental Care Plan or to
obtain their dental care under or from some other plan, program, or
carrier.
2.10 Dental Group agrees that it, its partners, officers, directors,
employees, agents, or any affiliate, including but not limited to
Midwest Dental Plan, Ltd., Midwest Dental Care Sheboygan, S.C., and
Midwest Dental Care Mondovi, S.C., shall not directly or indirectly use
any records or information supplied by Compcare to the Dental Group to
solicit the sale of insurance or other products or services. Either
upon termination of this Agreement or a request by Compcare, the
Dental Group shall destroy or deliver to Compcare, as per the
instructions of Compcare, any records in the possession of the Dental
Group that contain confidential or proprietary information of Compcare
or the Dental Care Plan.
2.11 Dental Group shall not contract to provide services to any other
prepaid dental organization or any prepaid medical plan, or to provide
services on a prepaid basis to any self-funded dental or medical plan,
if such other contract will affect Dental Group's ability to provide
adequate services to either existing Participants or potential new
Participants. Dental Group shall provide Compcare within thirty (30)
days of Compcare's request therefor a listing of all health maintenance
organizations, limited service health organizations, preferred provider
organizations, self-funded dental or medical plans, and other alternate
delivery systems with which Dental Group has contracted to provide
dental services.
2.12 Dental Group agrees not to extend to any such organization or plan
financial arrangements which are more advantageous to such organization
or plan than those arrangements expressed herein.
2.13 Dental Group acknowledges that Compcare is relying on the Dental
Group's ability to provide the services required under this Agreement.
In order to assure the availability of Dental Services to Participants,
the Dental Group agrees to advise Compcare of any limitations upon the
ability of the Dental Group to provide Dental Services to Compcare
Participants as soon as such limitations become known to the Dental
Group. Compcare reserves the right to indicate such limitations in its
marketing materials and efforts, and to request of the Dental Group a
written plan to cure such limitations.
2.14 Dental Group shall notify Compcare of the Dentists who are affiliated
with the Dental Group, and the type of affiliation the Dentist has with
Dental Group. Furthermore, the Dental Group shall provide timely notice
of any changes to these affiliations, including staffing structure
and/or ownership of specific dental offices or dental practices.
2.15 Dental Group agrees that each Participant who has elected Dental Group
should be allowed to select an available Group Dentist as his or her
personal Dentist for coordinating his or her overall dental care. In
the event there is a breach of a satisfactory patient/Dentist
relationship between a Participant and a Group Dentist, Dental Group
may request that Compcare disenroll the Participant. Dental Group
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acknowledges that Wisconsin insurance regulations require Compcare to
give the Participant an opportunity to select an alternate Group
Dentist, make a reasonable effort to assist the Participant in
establishing a satisfactory patient/Dentist relationship, and inform the
Participant that he or she may file a grievance on the matter. Dental
Group further acknowledges that Compcare is prohibited from disenrolling
any Participant solely on the grounds that the Participant failed to
follow a prescribed course of treatment or because the Participant
failed to keep a scheduled appointment.
2.16 Dental Group shall provide Compcare with advance written notice of
Dental Group's intention to relocate any facility identified on
Attachment B hereto or establish any new office or facility for the
delivery of Dental Services. Such new location or facility shall not be
a part of the Dental Care Plan covered under this Agreement unless and
until Dental Group applies to Compcare for the inclusion of such
location or facility in the Dental Care Plan and Compcare provides
written approval of such inclusion.
2.17 Dental Group shall comply with the proration and transfer of copayments
as specified in the Dentacare Office Manager's Manual as it applies to
the Midwest Dental - LaCrosse facility. This proration and transfer of
copayments shall take place within thirty (30) days of transfer of a
Participant from one Provider to another Provider or within thirty (30)
days of termination of the Participant's coverage. The obligation to
comply with the proration schedule as outlined in the Dentacare Office
Manager's Manual survives the termination of this Agreement as outlined
in Article 9.
2.18 Dental Group specifically acknowledges that Compcare does not practice
dentistry, and that Dental Group is solely responsible for all clinical
decisions regarding treatment of Participants under Dental Group's care,
notwithstanding receipt by Dental Group of any denial, authorization, or
recommendation issued by Compcare.
2.19 Dental Group warrants that it is able to bind Group Dentists to the
terms and conditions expressed herein, and that it acts as the Group
Dentists' agent in the execution of this Agreement.
ARTICLE 3. COMPCARE'S RESPONSIBILITIES.
3.1 Compcare shall perform its usual administrative, accounting, enrollment
and other functions that are necessary and appropriate for the
administration of this Dental Care Plan and this Agreement.
3.2 Compcare shall furnish Dental Group with a list of the names of all
Participants who are eligible for Dental Services under the Subscriber
Contracts and have elected or been assigned to receive Dental Services
from Dental Group, and shall revise and update such lists on a periodic
basis.
3.3 Compcare shall not intervene in any manner with the rendition of Dental
Services by Dental Group, it being agreed that Dental Group shall have
the sole responsibility in connection therewith, subject to Compcare's
Quality Assurance Program and utilization review practices, and that
nothing herein contained shall interfere with the professional
relationship between a Participant and a Participant's Dentist.
3.4 Compcare shall act as final arbiter in the resolution of any financial
dispute between Providers, which dispute arises from the transfer or
termination of a Participant.
3.5 With the exception of the Midwest Dental - LaCrosse facility, Compcare
shall be responsible for the cost of Specialty Services provided the
following two conditions are satisfied:
3.5.1 the referral of such services is provided with a written
referral to a Dentist of Compcare's choosing; and
3.5.2 the referral is specific to services not within the realm of
Dental Services which are the Dental Group's responsibility to
provide.
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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERICKS.
ARTICLE 4. COMPENSATION OF DENTAL GROUP.
4.1 For any of the Dental Services provided pursuant to this Agreement, and
for Specialty Services provided at the Midwest Dental - LaCrosse
facility, Compcare agrees that on or before the 15th day of each month
that this Agreement is in effect or at such other times as Compcare and
Dental Group may agree, Compcare will pay to Dental Group a Capitation
for each Participant who for more than fifteen (15) days of that month
subscribes to the Dental Care Plan and is served by Dental Group.
4.2 With the exception of any copayments, coinsurance, deductibles, or
charges for noncovered services, Dental Group agrees that fees will not
be collected from or charged to Participants for Dental Services. Dental
Group understands that the Capitation payments it receives from Compcare
pursuant to this Article 4 constitute payment in full for Dental
Services, even in the event such payments prove insufficient to cover
all Dental Group's costs or fees of providing such services.
4.3 Compcare retains the exclusive right to assign Participants to Dental
Group for the provision of Dental Services covered by this Agreement and
to transfer Participants assigned to or served by Dental Group to a
different dental group affiliated with the Dental Care Plan. In the
event Compcare assigns or transfers a Participant to or from Dental
Group, Compcare shall adjust the Capitation paid under Article 4.1 to
account for the change in the number of Participants served by Dental
Group.
4.4 Compcare retains the right to retroactively adjust Capitation payments
to reflect additions and deletions in the Participant count caused by
clerical error such as a group's erroneous or untimely reporting of
covered employees. In the event Compcare recovers Capitation amounts
previously paid resulting in Dental Group having provided services to an
ineligible Participant, Dental Group will pursue payment for its usual
and customary charges directly from the Participant. If reasonable
collection efforts prove to be unsuccessful, then Compcare agrees to
reimburse Dental Group at *** percent (***) of the usual, customary
and reasonable level of payment for such services rendered.
4.5 On an annual basis Compcare and Dental Group will review Capitation and
advance payments contractually agreed upon, and determine the financial
arrangement which will extend the financial terms one additional year
from the period identified in Attachment A of the Agreement. The terms
of Attachment A in effect shall continue in effect until such time as
the parties determine and agree upon the revised financial terms. Any
extension of financial terms shall be identified in an annual amendment
to this Agreement.
4.6 Compcare, at its option, may assume sole responsibility for collecting
coordination of benefits recoveries and shall be allowed to keep any and
all such recoveries. In the event Compcare assumes this responsibility,
Dental Group agrees to cooperate fully with Compcare's collection
efforts, including transferring payments received from other insurers to
Compcare. The foregoing shall not be construed to confer upon Dental
Group any rights to subrogation, workers' compensation, or other third
party claims, it being understood that the rights to all such claims
belong exclusively to Compcare with any resultant recoveries to be
applied towards reduction of future premium.
ARTICLE 5. RECORDS AND REPORTS.
5.1 Compcare shall maintain such records and establish and adhere to such
procedures as shall be reasonably required to ascertain the number and
identity of Participants.
5.2 Compcare and Dental Group shall each maintain in accordance with
standard and accepted accounting practices such financial and accounting
records as shall be necessary, appropriate or convenient for the
determination of the financial experience of each in participating in
this Dental Care Plan.
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5.3 Dental Group shall provide statistical records to Compcare of
utilization of Dental Services by Participants in such form and detail
as shall be reasonably requested by Compcare. Such utilization records
shall be furnished to Compcare on a timely basis not later than the
month after Dental Services are rendered. Should Dental Group fail to
provide utilization records on a timely basis, Compcare shall have the
right, at Dental Group's expense, to inspect and audit Dental Group's
utilization and dental records at the offices of Dental Group and/or its
Group Dentists.
5.4 Compcare and Dental Group shall each have the right upon request to
inspect at any reasonable time all accounting and administrative books
and records maintained by the other pertaining to this Dental Care Plan
and this Agreement, provided Compcare or Dental Group do not deem such
books and records to be confidential.
5.5 Dental Group shall provide Compcare with financial and accounting
information relating to those aspects of its operation which pertain to
this Dental Care Plan and this Agreement in such form and detail as
Compcare shall reasonably request. Compcare shall at all reasonable
times have access to the books and records in which such financial and
accounting information is recorded.
5.6 Dental Group and Compcare agree that all Participants' dental records
shall be treated as confidential to such extent as to comply with all
State and Federal laws regarding the confidentiality of patient's
records. Subject to the foregoing sentence, Compcare shall have the
right, upon request, to inspect at all reasonable times any dental
records pertaining to Participants.
5.7 To the extent permitted by State and Federal laws and regulations
regarding confidentiality, upon termination of this Agreement, at the
express written request of the Participant and at the expense of the
Participant and Compcare, copies of all patient records in the
possession of Dental Group shall be transferred in accordance with the
directions in the written request. Expenses associated with copying of
patient records shall be limited to the actual costs incurred by Dental
Group. However, in the event this Agreement is terminated by Dental
Group all expenses associated with the copying and transferring of
patient records shall be the responsibility of Dental Group.
ARTICLE 6. NON-PARTICIPANT PATIENTS.
6.1 Dental Group reserves the right to the extent compatible with the
rendition of Dental Service to Participants to provide its services to
persons who are not Participants.
ARTICLE 7. INSURANCE.
7.1 Dental Group shall, at its sole cost and expense, procure and maintain
policies of insurance, including general risk insurance, from an
insurance company approved by Compcare and in amounts adequate and
necessary to perform Dental Group's responsibilities under this
Agreement. Furthermore, Dental Group shall, at its own cost and expense,
procure and maintain malpractice insurance in an amount not less than
$1,000,000 for injury to or death of any one person in any one year, and
in an amount not less than $3,000,000 for injury to or death of more
than one person in any one year. Insurance described in this Article 7
must provide coverage to Dental Group, its Group Dentists, their staff,
agents and employees, as appropriate. Evidence of all such insurance
shall be provided to Compcare upon request. Dental Group shall
immediately notify Compcare of any restrictions, changes, cancellations
or terminations of any of the insurance described in this Article 7.
7.2 Upon request, Dental Group shall provide Compcare a written summary of
how Dental Group is assured that all Group Dentists, their staff, agents
and employees will acquire and maintain adequate liability insurance,
including malpractice insurance and general liability insurance. Dental
Group shall immediately notify Compcare of any restrictions, changes,
cancellations or terminations of such insurance.
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7.3 Compcare shall, at its own cost and expense, maintain policies of
general liability and other insurance in amounts adequate and necessary
to perform Compcare's responsibilities under this Agreement. Evidence of
such insurance will be provided to Dental Group upon request.
ARTICLE 8. QUALITY ASSURANCE.
8.1 Compcare will establish a Quality Assurance Program for review of the
nature and extent of Dental Services provided by Dental Group to
Participants. Dental Group agrees to comply with reasonable procedures
and recommendations set forth as a result of the Quality Assurance
Program and its associated Quality Assurance Reviews, if any. Dental
Group shall be furnished copies of the findings resulting from such
reviews and shall be entitled to meet with the person or persons who
make such findings. Dental Group consents to the use of any data or
information obtained by virtue of Article 5 as it pertains to this
Dental Care Plan for the purposes of such review.
8.2 Dental Group shall immediately provide Compcare with a copy of any
written complaint or description of any grievance received from a
Participant. Any complaints or grievances received by Compcare with
respect to the provision of Dental Service by Dental Group will be
recorded and resolved in accordance with Compcare's regular grievance
procedures.
8.3 During the term of this Agreement, each Group Dentist and any other
employee, staff member or agent of the Dental Group shall maintain any
licensure required by any state(s) law(s) necessary for performance of
his or her duties under this Agreement, and shall remain in good
standing with any appropriate regulatory agency. Dental Group shall
provide information requested by Compcare pertaining to any Dental Group
member's educational background, clinical experience, satisfaction of
continuing dental education requirements, licensure, and board
qualifications or certification(s).
ARTICLE 9. TERMS OF AGREEMENT.
9.1 This Agreement shall be in effect on January 1, 1995, and shall continue
in effect until either of the parties terminates this Agreement in
accordance with this Article 9.1. Either party may terminate this
Agreement by giving the other party at least ninety (90) days prior
written notice. Notwithstanding the foregoing, Compcare reserves the
right to terminate this Agreement, or prevent the participation of a
specific facility identified on Attachment B in any Dental Care Plan, at
any time upon thirty (30) days prior written notice should Dental Group
or any specific facility identified on Attachment B fail to follow
Compcare's Quality Assurance Program.
9.2 During the period following the delivery of any notice as provided in
this Article 9, and until the time when this Agreement is to terminate
pursuant to such notice, all terms and conditions of this Agreement and
any Amendments hereof or Attachments hereto shall continue in full force
and effect and be binding upon the parties hereto just as if no notice
of termination had been given.
9.3 This Agreement shall terminate in the event of the termination of all
of the Subscriber Contracts assigned to the Dental Group.
9.4 Dental Group shall have no obligation to any Participant after the
termination of this Agreement provided, however, that Dental Group shall
complete any specific Dental Service, such as crowns, endodontics,
and/or prosthodontics, commenced prior to, but incomplete at such
termination. It is further agreed that Dental Group shall continue to
provide Dental Service, including Specialty Services provided at the
Midwest Dental - LaCrosse facility, to Participants covered under
Subscriber Contracts existing on the termination date until the
expiration or renewal of such contracts, as well as for any period of
time the Dental Care Plan is required by state or federal law to provide
an extension of insurance coverage.
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Compcare shall reimburse Dental Group for Dental Services provided
during such periods of extension at the capitation rate in effect just
prior to the termination of this Agreement.
9.5 The termination of this Agreement shall be survived by all rights,
duties, responsibilities and obligations contained herein relating to
any occurrence prior to termination of this Agreement.
ARTICLE 10. MISCELLANEOUS.
10.1 Dental Group will indemnify and hold harmless Compcare and its
Affiliates and their directors, officers, and employees from any and all
claims, liabilities, damages or other costs in any way resulting from,
incident to, or arising out of acts or omissions of Dental Group
constituting criminal conduct, negligence or willful misconduct. This
indemnification shall survive the termination of this Agreement.
10.2 Compcare will indemnify and hold harmless Dental Group from any and all
claims, liabilities, damages or other costs in any way resulting from,
incident to, or arising out of acts or omissions of Compcare
constituting criminal conduct, negligence or willful misconduct. This
indemnification shall survive the termination of this Agreement.
10.3 This Agreement shall in no way be construed in a manner which shall
provide any rights to Participants or to increase the duties or
responsibilities of the parties hereto beyond the requirements
established by Subscriber Contracts, it being agreed that the sole
purpose of this Agreement is to establish the respective rights and
duties of the parties hereto, each to the other, and that the rights of
each Participant are derived solely from the respective Participant's
Subscriber Contract.
10.4 No provision of this Agreement is intended to create nor shall be deemed
or construed to create any relationship between the parties to this
Agreement other than that of independent contractors contracting with
each other hereunder solely for the purpose of effecting the provisions
of the Agreement and to implement the success of this Dental Care Plan.
10.5 Neither of the parties hereto nor any of their respective employees
shall be construed to be the agent, employee or representative of the
other.
10.6 Dental Group agrees that Compcare may use in Compcare's promotional
advertising and marketing material Dental Group's name, address and
telephone number and the name, address, telephone number and description
of areas of dental practice of Dental Group's Group Dentists. Dental
Group may use Compcare's and/or Dentacare's name(s) and logo(s) provided
Dental Group obtains Compcare's prior written approval as to the
specific use.
10.7 Dental Group shall not assign this Agreement without the prior written
consent of Compcare. This includes, but is not limited to:
10.7.1 an assignment which is part of the sale by the Dental Group of
any of its facilities and/or practice;
10.7.2 an assignment due to operational changes or restructuring of
the Dental Group; and
10.7.3 the sale or transfer of fifty-one percent (51%) or more of
Dental Group's capital stock by any of Dental Group's
shareholders.
An attempted assignment without the prior written consent of Compcare
shall be void.
10.8 All notices which are or may be required to be given by one party to the
other in connection with this Agreement and the transactions
contemplated thereby shall be in writing and shall be deemed to have
been properly given if and when delivered personally or sent by
certified mail, return receipt requested, addressed, if to Compcare, to:
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President
Compcare Health Services Insurance Compensation
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
and if to Dental Group, to:
President
Advance Dental Management
000 Xxxxx Xxx
Xxxxxxx, XX 00000
10.9 Dental Group shall not commence any action at law against Compcare to
recover on any claim arising out of this Agreement more than two (2)
years after the events which gave rise to such claim occurred.
10.10 This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersedes all prior
and contemporaneous agreements, understandings, negotiations, and
discussions, oral or written, between the parties pertaining to the
subject matter hereof. There are no other warranties, representations or
agreements except as specifically set forth herein.
10.11 The failure of any of the parties to insist upon strict performance of
any of the terms of this Agreement shall not be deemed a waiver of any
of their respective rights or remedies and shall not be deemed a waiver
of any subsequent breach of, or default in, any of the terms contained
in this Agreement.
10.12 This Agreement shall be interpreted under the laws of the State of
Wisconsin. If any clause, phrase, paragraph, section or Article of this
Agreement shall be held to be invalid by any court of competent
jurisdiction, the remaining portions of this Agreement not affected
thereby shall remain in full force and effect so long as the material
rights and obligations of the parties are not adversely affected.
10.13 Neither party shall be liable for any failure or delay in its
performance under this Agreement, which is due in whole or in part to
any cause beyond its control.
10.14 The parties shall keep the terms of the Agreement confidential.
Furthermore, neither party shall disclose or release any data,
information or material obtained in connection with this Agreement to
any other person, natural or corporate, without the prior written
consent of the other party.
10.15 This Agreement may be amended only by a writing signed by the parties
hereto, except that additional Dental Care Plans may be added pursuant
to Article 1.2.
10.16 Any capitalized heading preceding the text of the Articles hereto are
inserted solely for the convenience of reference and shall not
constitute a part of this Agreement or affect its meaning, construction
or effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the date specified on the first page herein:
COMPCARE HEALTH SERVICES
INSURANCE CORPORATION ADVANCE DENTAL MANAGEMENT
By: /s/ XXXXX X. XXXXXXXXX By: [ILLEGIBLE]
----------------------- ----------------------
Xxxxx X. Xxxxxxxxx
President
Title: President
Date: 10-12-95 Date: 9-27-95
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CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
ATTACHMENT A
TO THE
DENTACARE DENTAL SERVICE AGREEMENT
BETWEEN
COMPCARE HEALTH SERVICES INSURANCE CORPORATION
AND
ADVANCE DENTAL MANAGEMENT
Set forth herein are the financial terms for the Agreement between
Compcare and the Dental Group to be effective January 1, 1995.
I. The Capitation to be paid to the Dental Group in each month for each
Participant according to the Dental Care Plan in which such Participant
is enrolled is as follows:
Effective Effective Effective
January 1 January 1 January 1
1995 1996 1997
--------- --------- ---------
A. Dentacare
1. Dentacare 100 $ *** $ *** $ ***
(Contract Codes 408,
411, 414, 415, 441,
444, 446, 447, 448,
453, 499, 4DN)
2. Dentacare 180 $ *** $ *** $ ***
(Contract Code 479)
B. Smile Plus
1. Smile Plus $ *** $ *** $ ***
(Contract Codes 494,
497, 4DG, 4DJ)
2. Smile Plus II $ *** $ *** $ ***
(Contract Codes 404,
498, 4DH)
C. Dentacare Classic
(Contract Code 4DF) $ *** $ *** $ ***
D. HMO Dental Supplement
(Contract Code 450) $ *** $ *** $ ***
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12
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
II. In addition to the Capitation paid as identified in Section I, the
Dental Group shall be paid a supplemental rate for Specialty Services
each month for each Participant according to the Dental Care Plan in
which such Participant is enrolled at the Midwest Dental - LaCrosse
facility as follows:
Effective Effective Effective
January 1 January 1 January 1
1995 1996 1997
--------- --------- ---------
A. DENTACARE
1. Dentacare 100 $ *** $ *** $ ***
$ ***/$ *** Ortho Copay
(Contract Codes 411,
414, 415, 446, 448,
453)
2. Dentacare 100 $ *** $ *** $ ***
$ ***/$ *** Ortho Copay
(Contract Codes 408,
441, 444, 447, 499,
4DB, 4DN)
3. Dentacare 180 $ *** $ *** $ ***
$ *** Ortho Copay
(Contract Code 479,
4DC)
B. SMILE PLUS/HMO DENTAL SUPPLEMENT
$ *** Max Ben. $ *** $ *** $ ***
(Contract Codes 404,
450, 494, 497, 498,
4DG, 4DH, and 4DJ)
III. The Dental Group shall be responsible out of the Capitation for
reimbursement of the following Dental Services subject to the terms and
conditions set forth in this Agreement and the Subscriber Contract:
A. Dental Services provided to a Participant by the Dental Group;
B. Dental Services provided to a Participant by a Dentist to whom
the Participant was referred by a member of the Dental Group;
C. The first $ *** of fees under a Subscriber Contract when such
fees are for emergency Dental Services provided to a Participant
by a Dentist located outside the Service Area; and
Reimbursement for Specialty Services provided for Participants enrolled
at the Midwest Dental - LaCrosse facility shall also be the
responsibility of the Dental Group out of the Capitation.
12
13
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
IV. In the event this Agreement is terminated by either party or should any
facility set forth in Attachment B discontinue the provision of Dental
Services, Compcare retains the right to withhold *** percent (***%) of
the Dental Group's Capitation payment applicable to the last month
Dental Services are provided by the terms of this Agreement. This amount
shall be held in reserve for six (6) months to account for any
retroactivity in enrollment. Should adjustments to Capitation be less
than the amount held in reserve or result in a reserve exceeding the
original withhold of *** percent (***%), Compcare shall pay Dental Group
the amount of the reserve within thirty (30) days of the end of the six
(6) month period. Should the adjustments to Capitation exhaust the
aforementioned reserve and result in a balance due to Compcare, Dental
Group shall reimburse Compcare this amount within thirty (30) days of
the end of the six (6) month period. The rights, duties,
responsibilities, and obligations contained in this Section IV. of
Attachment A shall survive termination of this Agreement.
V. Within ten days of the start of 1995, Compcare shall pay to the Dental
Group the sum of $***. Within ten days of the start of 1996,
Compcare shall pay to the Dental Group the sum of $***. Within ten
days of the start of 1997, Compcare shall pay to the Dental Group the
sum of $***. Such payments are based on the volume of participants
enrolled with the Dental Group, and reflect the discounted capitation
rates set forth in Section I and Section II above.
VI. Should the provision of Dental Services, by Dental Group or any
facility(s) set forth in Attachment B to the Agreement, discontinue for
any reason, Dental Group shall pay to Compcare a penalty. Such penalty
shall be calculated as follows. Compcare shall first calculate the
period of time to be applicable to such a penalty. This period shall be
defined by the initial month when Dental Group or any facility(s) set
forth in Attachment B discontinue(s) the provision of Dental Services,
through the month of December, 1997. Compcare shall then calculate the
total dollar penalty attributable to the number of months in such period
multiplied by $***. The resulting total shall then be multiplied by
the percentage that the number of Participants who were enrolled at the
affected facility(s) bears to the total number of Participants enrolled
with the Dental Group during the last month Dental Services were
provided at the facility(s) to arrive at the actual penalty to be paid
by the Dental Group. Dental Group must pay such penalty within thirty
(30) days of notification by Compcare of the amount of the penalty.
Compcare reserves the right to recover such penalty by way of an offset
against the Dental Group's future Capitation payments.
VII. On or before May 1, 1995, Compcare shall evaluate January 1995 through
March 1995 enrollment levels at the Dental Group's four (4) facilities
located in Madison, Wisconsin for the following groups: Meriter
Hospital, St. Mary's Hospital, and U.W. Board of Regents. These
enrollment levels will be compared to an evaluation of January 1994
through March 1994 enrollment levels of the same facilities and employer
groups to determine a ratio. This ratio will be multiplied by $*** to
determine an amount to be paid to the Dental Group before May 1, 1995.
To illustrate this calculation, if such ratio is equivalent to one
(1.00), Compcare shall pay to the Dental Group $***($*** x 1.00 =
$***); if such ratio is equivalent to .75, Compcare shall pay to the
Dental Group $***($*** x .75 = $***); and if such ratio is
1.50, Compcare shall pay to the Dental Group $***($*** x 1.50 =
$***).
VIII. On or before August 15, 1995, Compcare shall evaluate the weighted
average member satisfaction levels specifically for appointment
availability for all facilities of the Dental Group based on the
Dentacare member satisfaction surveys issued during 1995. The weighting
of the average shall be dependant on enrollment levels at each facility
during the month surveys are mailed to Members. If the weighted average
satisfaction level meets or exceeds an *** level, Compcare shall pay a
bonus to the Dental Group on or before August 15, 1995, as follows:
Less than *** .......... ***
*** ............ ***
13
14
CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE
SECURITIES ACT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS
OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS.
*** ............ $ ***
*** ............ $ ***
*** and above .......... $ ***
IX. On or before August 15, 1996, Compcare shall evaluate the weighted
average member satisfaction levels specifically for appointment
availability for all facilities of the Dental Group based on the
Dentacare member satisfaction surveys issued during 1996. The weighting
of the average shall be dependent on enrollment levels at each facility
during the month surveys are mailed to Members. If the weighted average
satisfaction level meets or exceeds an *** level, Compcare shall pay
a bonus to the Dental Group on or before August 15, 1996, as follows:
*** .......... ***
*** ........... $ ***
*** ........... $ ***
*** ........... $ ***
*** .......... $ ***
X. On or before August 15, 1997, Compcare shall evaluate the weighted
average member satisfaction levels specifically for appointment
availability for all facilities of the Dental Group based on the
Dentacare member satisfaction surveys issued during 1997. The
weighting of the average shall be dependent on enrollment levels at
each facility during the month surveys are mailed to Members. If the
weighted average satisfaction level meets or exceeds an *** level,
Compcare shall pay a bonus to the Dental Group on or before August 15,
1997 as follows:
*** .......... ***
*** .......... ***
*** .......... ***
*** .......... ***
*** .......... ***
XI. The financial arrangements set forth in this Attachment A shall extend
to and be binding upon the successors and assignees of the respective
parties hereto, however, Dental Group may only assign its rights,
responsibilities or obligations under this Agreement in accordance
with Article 10.7 of the Agreement.
14
15
ATTACHMENT B
TO THE
DENTACARE DENTAL SERVICE AGREEMENT
BETWEEN
COMPCARE HEALTH SERVICES INSURANCE CORPORATION
AND
ADVANCE DENTAL MANAGEMENT
Midwest Dental - Appleton
000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Midwest Dental - Eau Claire (South)
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Midwest Dental - Eau Claire North
0000 Xxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Midwest Dental - Fond du Lac
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx xx Xxx, XX 00000
Midwest Dental - Fox River Mall
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Midwest Dental - Green Bay (West)
000 Xxxxxxx Xxxxx
Xxxxx Xxx, XX 00000
Midwest Dental - Green Bay East
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx Xxx, XX 00000
Midwest Dental - Kiel
000 Xxxxxxx Xxxxxx
Xxxx, XX 00000
Midwest Dental - LaCrosse
0000 Xxxxxx Xxxxxx
XxXxxxxx, XX 00000
Midwest Dental - Madison East
0000 Xxxxx Xxxx
Xxxxxxx, XX 00000
Midwest Dental - Madison West
000 Xxxxx Xxxxxx Xxxx
Xxxxxxx, XX 00000
00
00
Xxxxxxx Xxxxxx - Xxxxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Midwest Dental - Menomonie
000 Xxxxxx Xxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Midwest Dental - Merrill
0000 Xxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
Midwest Dental - Mondovi
000 Xxxxx Xxx
Xxxxxxx, XX 00000
Midwest Dental - Neenah
000 Xxx Xxxxx Xxxxx
Xxxxxx, XX 00000
Midwest Dental - Oshkosh
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Midwest Dental - Plymouth
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Midwest Dental - Sheboygan
0000 Xxxxxx Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Midwest Dental - Xxxxxxx Point
0000X Xxxxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Midwest Dental - Wausau
000 00xx Xxxxxx Xxxxx
Xxxxx 00
Xxxxxx, XX 00000
First Dental - Madison
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
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