EXHIBIT 10.23
AMENDED AND RESTATED IPA SERVICES AGREEMENT
This amended and Restated IPA Services Agreement ("Agreement") is made and
entered into by and between RENAISSANCE PHYSICIAN ORGANIZATION, INC., a
not-for-profit corporation organized under the laws of the State of Texas
("RPO"), and HealthSpring, Inc., d/b/a Texas HealthSpring,Inc. ("Texas
HealthSpring"), a Tennessee corporation licensed to operate in Texas as a health
maintenance organization, as of this first day of MARCH, 2003 (the "Effective
Date").
RECITALS
A. RPO is a medical group, individual practice, association, professional
association, corporation or other public or private entity that provides or
arranges for the provision of professional medical services and medical
products.
B. Texas HealthSpring is a corporation, which has the legal authority to enter
into this Agreement, and to perform the obligations of Texas HealthSpring
hereunder with respect to the Benefit Programs identified on the attached
Addenda to this Agreement.
C. Texas HealthSpring desires to enter into this Agreement to arrange for RPO
to render Contracted Services to Members of various Benefit Programs.
D. RPO desires to enter into this Agreement to render Contracted Services to
Members of various Benefit Programs.
E. Texas HealthSpring desires to offer various Benefit Programs to Members in
the RPO Service Area. The Effective Date of this Agreement with respect to
a particular Benefit Program shall be the date of receipt by Texas
HealthSpring of all licensure, certifications and approvals or execution of
contract(s) between Texas HealthSpring and the appropriate government
agencies as required for Texas HealthSpring to offer or provide services in
connection with, such Benefit Program in the RPO Service Area as
hereinafter, provided.
F. Texas HealthSpring and RPO executed that certain IPA Services Agreement as
of October 1, 2002, and desire to amend and restate that agreement in its
entirety as set forth in this Agreement
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and the covenants
contained herein, the parties hereby agree as follows:
I. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings
ascribed thereto unless another meaning is clearly required by the context
in which such term is used. For purposes of Benefit Program(s) under the
Medicare+Choice Program,
definitions respecting the matters set forth below shall not differ from
the definitions set forth in Title XVIII, Part C of the Social Security Act
(Sections 1851-1859; 42 U.S.C.A. Sections 1395w-21 to 28 (West Supp. 1998))
and the rules and regulations promulgated thereunder.
1. AFFILIATE. Any person (as defined in Tex. Ins. Code Xxx. Art. 21.49-1,
Section 2(k)) that directly, or indirectly through one or more
intermediaries, is controlled by, or is under common control with
Texas HealthSpring.
2. BENEFIT PROGRAM. Texas HealthSpring's, an Affiliate's or a Payor's
performance of its obligations to provide, arrange or administer
health care, provider networks, administrative or other related
services pursuant to a written agreement between a public or private
employer, Government Agency or other entity and Texas HealthSpring on
behalf of itself and an Affiliate. The Benefit Programs covered under
this Agreement are attached hereto as Addenda as applicable, which may
be amended from time to time.
3. BENEFIT PROGRAM REQUIREMENTS. The rules, procedures, policies,
protocols and other conditions to be followed by RPO, RPO Providers
and Participating Providers and Members with respect to providing
Covered Medical Services under a particular Benefit Program.
4. CAPITATION COMPENSATION. The per Member per month (PMPM) payment,
indicated in the applicable Addenda to this Agreement, payable monthly
for each Member who has selected or been assigned to an RPO Provider
requiring RPO to provide or arrange for the provision of RPO Risk
Services.
5. CMS. The Centers for Medicare and Medicaid Services, an administrative
agency of the United States government responsible for administering
the Medicare+Choice Program.
6. CMS CONTRACT. The contract between Texas HealthSpring or Payor and CMS
under the Medicare+Choice Program
7. CONTRACTED SERVICES. All professional medical and other Covered
Medical Services, except Non-Covered Services, to be rendered by RPO
or an RPO Provider to a Member in accordance with this Agreement.
Where and when applicable, Contracted Services are defined as RPO Risk
Services which are specified in an exhibit to the applicable Addendum.
8. COORDINATION OF BENEFITS. The allocation of financial responsibility
between two or more payors of health care services, each with a legal
duty to pay for or provide Covered Medical Services to a Member at the
same time.
9. COPAYMENT. That portion of the cost of Covered Medical Services that a
Member is obligated to pay under a particular Benefit Program,
including a deductible and co-insurance. A Copayment may be either a
fixed dollar amount or a percentage of the applicable Participating
Provider contract rate. Texas HealthSpring will
advise Participating Providers of the amounts or methods by which
Copayments may be determined and/or as outlined in the Provider
Manual.
10. COVERED MEDICAL SERVICES (COVERED SERVICES). The Medically Necessary
health care services and supplies that a Member is entitled to receive
benefits for in accordance with a Benefit Program as outlined in the
applicable Addendum to this Agreement. Texas HealthSpring may waive
any provision of the Benefit Program for an individual Member on a
case-by-case basis; furthermore, Texas HealthSpring shall have final
authority in determining whether services are Covered Medical
Services.
11. DELEGATED SERVICES. The administrative services, including but not
limited to, services provided under the Utilization Management
Program, the credentialing of RPO Providers, and claims processing and
payment to RPO Providers performed by RPO or RPO's designee. RPO shall
perform Delegated Services on behalf of Texas HealthSpring as required
to provide or arrange for the provision of Covered Medical Services in
accordance with this Agreement, a delegation services agreement of
even date herewith by and between Texas HealthSpring and RPO (the
"Delegated Services Agreement"), as amended from time to time, and the
HMO Laws.
12. EMERGENCY (EMERGENCY SERVICES). Health care services provided in a
hospital emergency facility or comparable facility to evaluate and
stabilize medical conditions manifesting themselves by acute symptoms
of a recent onset and sufficient severity, including but not limited
to severe pain, that would lead a prudent layperson, possessing an
average knowledge of medicine and health to believe that his or her
condition, sickness, or injury is of such a nature that failure to get
immediate medical care could result in:
- placing the patient's health in serious jeopardy (or, in the case
of a behavioral condition, placing the health of such person or
others in serious jeopardy);
- serious impairment to bodily functions;
- serious dysfunction of any bodily organ or part;
- serious disfigurement; or
- in the case of a pregnant woman, serious jeopardy to the health
of the fetus.
13. GOVERNMENT AGENCY. Any local, State or federal government agency or
entity with regulatory or other authority over Texas HealthSpring,
this Agreement or any Benefit Program.
14. HMO LAWS means, collectively, the Health Maintenance Organization Act
of 1973 (42 U.S.C.A. Sections 300eto 300e-17) and applicable
regulations thereunder, the Employee Retirement Income Security Act of
1974 (29 U.S.C.A. Sections 1001-1461) and applicable regulations
thereunder, the Texas Health Maintenance Organization Act (Tex. Ins.
Code Xxx. Art. 20A.01-20A.39) and applicable regulations thereunder;
Title XVIII and Title XIX of the Social Security Act and applicable
regulations thereunder; all statutes, regulations and written guidance
issued by the applicable Government Agency applicable to a Benefit
Program; and any additional State, local or federal laws and
regulations applicable to Texas HealthSpring, as amended from time to
time.
15. MEDICALLY NECESSARY. The term "Medically Necessary," as applied to a
health care service, means that the service satisfies all of the
following conditions:
- it is required for the diagnosis, treatment or prevention of an
illness or injury, or a medical condition such as pregnancy,
- it could not be omitted without adversely affecting the Member's
condition;
- it is not primarily for the convenience of the Member or the
treating provider;
- it is generally accepted as safe and effective treatment under
standard medical practice in the community where the service is
rendered and;
- it is provided in the most cost-efficient manner that is
consistent with an appropriate level of care.
16. MEDICARE+CHOICE PROGRAM. The comprehensive managed care program for
Medicare created under the Balanced Budget Act of 1997 and contained
in Title XVIII, Part C of the Social Security Act (Sections 1851-1859;
42 U.S.C.A Sections 1395w-21 to -28 (West Supp. 1998)) and the rules
and regulations promulgated thereunder.
17. MEDICARE+CHOICE SERVICE AREA. The portion of the Service Area approved
by the appropriate Government Agencies as being the area in which
Texas HealthSpring may market and enroll Medicare+Choice Members (as
defined in Addendum A). At any given time during the term of this
Agreement, the Medicare+Choice Service Area consists of the list of
counties currently approved by the appropriate Government Agencies as
the Medicare+Choice Service Area.
18. MEMBER: A person who is eligible to receive Covered Medical Services
under a Benefit Program included in this Agreement.
19. NON-COVERED SERVICES. Those health care services and supplies which
are determined not to be Medically Necessary, or which otherwise are
not Covered Medical Services under the applicable Benefit Program.
20. OUT-OF-AREA SERVICES. Those Urgently Needed Services (as defined in
Addendum A related to the Medicare+Choice Program) and Emergency
Services provided while a Member is outside the Service Area.
21. PARTICIPATING PROVIDER. A hospital, physician, physician organization,
other health care practitioner or other organization which has a
direct or indirect contractual relationship with Texas HealthSpring, a
Payor or another Participating Provider to provide certain Covered
Medical Services.
22. PAYOR. Any public or private entity, which provides, administers,
funds, insures or is responsible for paying Texas HealthSpring for
Covered Medical Services rendered to Members under a Benefit Program.
23. PAYOR AGREEMENT. An agreement, directly or indirectly, between Texas
HealthSpring or an Affiliate and a Payor.
24. PRIMARY CARE PHYSICIAN (PCP). The RPO Provider who is responsible
pursuant to the applicable Benefit Program for coordinating and
managing the delivery of Covered Medical Services to certain members
selected or assigned to such physician and for whom RPO receives
Capitation Compensation.
25. PRIOR AUTHORIZATION. The written or telephonic, with written follow-up
approval by Texas HealthSpring an Affiliate, a Payor, or other
authorized person or entity, prior to admitting a Member to a
hospital, or to providing certain other Covered Medical Services to a
Member, which approval is required under the Utilization Management
Program of the applicable Benefit Program.
26. QUALITY IMPROVEMENT PROGRAM. The functions, including, but not limited
to, credentialing and certification of RPO Providers, review and audit
of medical and other records, outcome rate reviews, peer review and
provider appeals and grievance procedures ("Member Grievance
Procedures" or "Medicare+Choice Grievance Procedures") performed or
required by Texas HealthSpring, an Affiliate, a Payor, or any other
authorized person or entity, to review the quality of Covered Medical
Services rendered to Members.
27. REFERRAL. When required under a Benefit Program, the written approval
from the Member's PCP, which may specify the number of visits, the
type and number of treatments, or period of time, in relation to the
diagnosis, that will constitute Covered Medical Services as may
required under a Utilization Management Program and Benefit Program
for a Member to receive Covered Medical Services from a physician
(usually a specialist) or other health care professional or
organization. Referral to a non-Participating Provider generally
requires Prior Authorization.
28. RPO PROVIDER. The physicians and allied health professionals who
contract with RPO, or are employed by RPO Providers, to provide
Contracted Services to Members.
29. RPO RISK SERVICES. Contracted Services and such other Covered Medical
Services as referenced in Exhibit 3 to Addendum A for which RPO has
accepted Capitation Compensation under the applicable Benefit Programs
to which the Addendum applies.
30. RPO SERVICE AREA. The geographic area(s), specified by county, or a
portion thereof, in which RPO shall provide Contracted Services or
arrange for the provision of Covered Medical Services for Members by
Benefit Program which are described in the applicable Addendum to this
Agreement. The RPO Service Area may be amended as agreed upon between
Texas HealthSpring and RPO in accordance with Section 6.1 below.
31. SERVICE AREA. The geographical area in which Texas HealthSpring is
authorized by law to serve Members in accordance with the terms and
conditions of this Agreement.
32. STATE. The state of Texas, which has issued the licensure,
certification and accreditation of Texas HealthSpring and in which RPO
and RPO Providers are to provide Contracted Services under this
Agreement.
33. UTILIZATION MANAGEMENT PROGRAM. The functions, including, but not
limited to Prior Authorization, Referral and prospective, concurrent
and retrospective review, performed or required by Texas HealthSpring,
an Affiliate, a Payor, or any other authorized person or entity, as
required by the HMO Laws, to review and determine whether medical
services or supplies which have been or will be provided to Members
are covered under a Benefit Program and meet the criteria as Medically
Necessary.
II. PERFORMANCE PROVISIONS/REPRESENTATIONS OF RPO AND RPO PROVIDERS
2.1. RPO REPRESENTATIONS AND WARRANTIES.
(a) RPO warrants that it has the authority to contract on behalf of
RPO Providers and to bind them to all of the terms and provisions
of this Agreement. RPO will provide Texas HealthSpring with
representative agreements or certified excerpts thereof
demonstrating such authority. RPO will notify RPO Providers of
their rights and duties under this Agreement, and of all
amendments and modifications thereto.
(b) RPO agrees to provide Texas HealthSpring with copies of its
current standard agreements with RPO Providers concurrently with
the execution of this Agreement and, thereafter, upon each
anniversary of this Agreement's Effective Date, its written
policies and procedures pursuant to such agreements, and its
bylaws and articles of incorporation and any modifications
thereto. No such modification shall affect the terms of this
Agreement unless Texas HealthSpring and RPO agree in writing to
make such modification part of this Agreement.
(c) RPO represents that the terms of this Agreement do not conflict
with the terms of its agreements with RPO Providers; nonetheless,
RPO represents that the terms of this Agreement shall apply in
any situation where there is an inconsistency or conflict with
the terms of any agreement between the RPO Provider and RPO or
with respect to any matter which is not addressed in any such
agreement between the RPO Provider and RPO, and that RPO shall be
responsible to Texas HealthSpring for any such inconsistency or
conflict in terms.
(d) RPO shall provide Texas HealthSpring with, but not limited to, a
list of the names, practice locations, federal tax identification
numbers, medical
practice license number, DEA number, DPS number. Medicare
certification number, professional practice name and legal
partnerships and the business hours of all physicians and allied
health professionals that contract with RPO in a format
acceptable to RPO and Texas HealthSpring. Texas HealthSpring and
RPO shall mutually agree upon the inclusion of specific
physicians and allied health professionals to be RPO Providers.
RPO shall provide Texas HealthSpring with updated additions,
deletions, status changes, and address changes to the list of RPO
Providers in a format acceptable to Texas HealthSpring. Texas
HealthSpring and RPO shall mutually agree when to include
additional physicians and other providers of health care as RPO
Providers under this Agreement. Texas HealthSpring and RPO shall
come to agreement over the inclusion of additional physicians and
other providers of health care as RPO Providers within sixty (60)
days following Texas HealthSpring's receipt of RPO's request.
(e) RPO shall use commercially reasonable efforts to ensure that all
RPO Provider comply with all applicable terms and conditions of
this Agreement, including, without limitation, the obligations of
RPO set forth in Section 2, Section 3 and Section 5 hereof, and
to ensure that the obligations contained in such Sections are
included in RPO's agreements with RPO Providers.
(f) RPO shall notify Texas HealthSpring in writing at least sixty
(60) days prior to any action by RPO to terminate an RPO
Provider's agreement with RPO. When sixty (60) days prior notice
is not possible, RPO shall provide as much advance notice as
possible. RPO shall immediately notify Texas HealthSpring
whenever an RPO Provider fails to renew his or her agreement with
RPO, whenever RPO has reason to believe an RPO Provider will fail
to renew his or her agreement with RPO, and whenever RPO knows of
an occurrence causing the immediate termination of an RPO
Provider under Section 2.1(h) of this Agreement.
(g) RPO shall terminate the participation of a particular RPO
Provider under this Agreement immediately upon request of Texas
HealthSpring, after appropriate notification to the Board of
Directors of RPO, in the event of:
(1) any misrepresentation or fraud by an RPO Provider in the
credentialing process; or
(2) any action by an RPO Provider which, in the reasonable
judgment of Texas HealthSpring, constitutes gross misconduct
or may jeopardize the health and safety of a Member; or
(3) an RPO Provider's loss, suspension or restriction of his or
her license to practice medicine or dentistry, narcotic
registration
certificate issued by the Drug Enforcement Administration
("DEA"), or certification to participate in Medicare or
Medicaid.
(h) RPO shall terminate the participation of a particular RPO
Provider under this Agreement upon request of Texas HealthSpring,
after appropriate notification to the Board of Director of RPO,
in the event of:
(1) an RPO Provider's failure to comply with Texas
HealthSpring's or a Payor's Utilization Management Program,
Quality Improvement Program and/or Texas HealthSpring's
credentialing criteria; or
(2) an RPO Provider's failure to maintain professional liability
insurance in accordance with this Agreement.
(3) A loss of medical staff privileges as a result of a quality
or peer review investigation or finding by the facility
having granted privileges.
(i) PROCESS OF TERMINATION. At least ninety (90) days prior to the
termination of an RPO Provider's status as a Participating
Provider, Texas HealthSpring shall provide written explanation to
RPO of the reasons for termination, except in the case of
imminent harm to patient health, action against license to
practice medicine or dentistry or fraud or malfeasance, in which
case termination may be immediate. On request and before the
effective date of the termination of an RPO Provider's status as
a Participating Provider, but within a period not to exceed sixty
(60) days, an RPO Provider shall be entitled to a review of Texas
HealthSpring's proposed termination by an advisory review panel,
except in a case in which there is imminent harm to patient
health or an action by a state medical or dental board, or other
medical or dental licensing board, or other licensing board or
Government Agency, that effectively impairs the RPO Provider's
ability to practice medicine, dentistry, or another profession,
or in a case of fraud or malfeasance. The advisory review panel
shall be composed of Participating Providers including at least
one representative in the RPO Provider's specialty or a similar
specialty, if available, appointed to serve on the standing
quality improvement committee or utilization review committee of
Texas HealthSpring. The decision of the advisory review panel
must be considered but is not binding. Texas HealthSpring shall
provide to the affected RPO Provider, on request, a copy of the
recommendation of the advisory review panel and Texas
HealthSpring's determination. RPO Provider shall be entitled to
an expedited review process by Texas HealthSpring on request of
RPO Provider. Except for termination based on imminent harm to
Members, Texas HealthSpring shall notify Members of the
termination by Texas Health Spring of RPO Provider's status as a
Participating Provider at least thirty (30) days prior to the
effective date of the termination or the date the advisory review
panel makes a formal recommendation.
(j)
(1) Effect of Termination. In the event that a Member is
receiving Contracted Services at the time the RPO Provider's
contract terminates, an RPO Provider shall continue to
provide Contracted Services to the Member until: (a)
treatment is completed; or (b) the Member is assigned to
another Participating Provider; or (c) Member ceases to be
covered; provided, however, that an RPO Provider may be
required by law to continue providing care beyond such
termination period to a Member who (1) has entered her
second trimester of pregnancy or (2) been diagnosed with a
terminal illness or (3) been identified by an RPO Provider
as having special circumstances, such as disability, acute
condition or life-threatening illness. Compensation to RPO
for such Contracted Services shall be at the rates contained
in the Addendum that applies to the applicable Benefit
Program. With respect to Benefit Programs under the
Medicare+Choice Program, RPO acknowledges and agrees that in
the event of Texas HealthSpring's or an applicable Payor's
insolvency or other cessation of operations, benefits to
Members will continue through the period for which payment
from CMS to Texas HealthSpring or such Payor has been paid,
and benefits of Members who are inpatients in a hospital on
the date of insolvency or other cessation of operations will
continue until their discharge. Compensation to the RPO
Provider shall be in accordance with the contract between
RPO and the RPO Provider, not to exceed (i) ninety (90) days
from effective date of termination or (ii) beyond nine (9)
months in the case of a Member who at the time of
termination has been diagnosed with a terminal illness or
special circumstance or (iii) through delivery of the child,
immediate postpartum and the follow-up checkup within the
first six weeks of delivery for a Member who at the time of
termination is past the 24th week of pregnancy.
(2) Member Notification. RPO and RPO Providers remain liable for
any obligations or liabilities arising from conduct prior to
the effective termination date. Texas HealthSpring shall
notify Members seeking professional services after the date
of termination that the RPO Provider is no longer a
Participating Provider. If an RPO Provider is terminated for
reasons other than the RPO Provider's request, Members will
not be notified until the effective date of the termination
is known or until such time as the review panel makes a
formal recommendation. If an RPO Provider is terminated for
reasons related to imminent harm, Texas HealthSpring will
notify Members immediately.
(3) Continuity of Treatment. Texas HealthSpring will notify the
Member within thirty (30) days of any impending termination
of a Primary Care Physician from Texas HealthSpring's
network who is currently treating the Member. Texas
HealthSpring will notify the Member within thirty (30) days
of any impending termination of a specialist provider from
Texas HealthSpring's network, who is currently treating the
Member or has treated the Member within the past six (6)
months. If the RPO Provider's contract is terminated for any
reason other than medical competence or professional
behavior, RPO and RPO Provider shall continue the course of
treatment of a Member that began prior to such termination
or expiration until the Member can, without medically
injurious consequences, be transferred to the care of
another Participating Provider. RPO Provider shall be
compensated for the aforementioned continued provision of
ongoing treatment to a Member who is then receiving
Medically Necessary treatment in accordance with the
dictates of medical prudence for a special circumstance,
such as treatment for a Member who has a disability, acute
condition, or life-threatening illness, or is past the 24th
week of pregnancy in exchange for continuity of ongoing
treatment of a Member then receiving medically necessary
treatment in accordance with the dictates of medical
prudence. "Special circumstances" means a condition such
that the treating physician reasonably believes that
discontinuing care by the treating physician or provider
could cause harm to the Member. The special circumstance
shall be identified by the treating physician, who must
request that the Member be permitted to continue treatment
under the physician's care. In such cases, RPO will continue
to reimburse the physician at no less than at the contract
rate for the continued provision of ongoing treatment to a
Member and neither RPO nor RPO Provider may seek payment
from the Member of any amount for which the Member would not
be responsible if the physician were still in Texas
HealthSpring's Participating Provider network. RPO Provider
shall abide by the determination of the applicable Payor's
Member Grievance Procedure, including but not limited to
grievance procedures for resolving disputes regarding the
necessity for continued treatment, as described in the Texas
HealthSpring Member Grievance Procedures.
(4) RPO shall secure and compensate its own Medical Director who
shall oversee RPO's compliance with Texas HealthSpring's
professional review programs, and assist Texas HealthSpring
in the development of medical policy guidelines. Such
Medical Director shall interface with Texas HealthSpring's
Medical Director to support Texas HealthSpring's Utilization
and Quality Improvement Programs.
2.2. INDIVIDUAL PROVIDER REPRESENTATIONS AND WARRANTIES. RPO represents and
warrants, for itself or for each RPO Provider, as applicable, that RPO
or RPO Provider:
(a) is licensed by the State(s) to provide Contracted Services;
(b) provides Contracted Services in compliance with all applicable
local, State, and federal laws, rules, regulations and
professional standards of care;
(c) is certified to participate in Medicare under Title XVIII of the
Social Security Act, and in Medicaid under Title XIX of the
Social Security Act or other applicable State law pertaining to
Title XIX of the Social Security Act;
(d) holds active staff privileges on the medical staff(s) of one or
more hospital Participating Providers, where applicable or
accesses the RPO hospital in-patient manager in lieu of holding
such active staff privileges;
(e) holds a current DEA narcotic registration certificate, where
applicable, and current State narcotics license;
(f) shall maintain such licensure, compliance, certification and
registration throughout the term of this Agreement;
(g) shall maintain all required professional credentials and meet all
continuing education requirements necessary to retain
certification as mandated by county, state or Federal
regulations; and
(h) shall maintain a professional relationship with, and shall be
solely responsible to such Member for treatment and medical care
for, each Member for whom such RPO Provider has been selected as
such Member's PCP.
2.3. PROVISION OF SERVICES. RPO agrees to render, or to ensure that RPO
Providers render, Contracted Services to Members of the Benefit
Programs covered under this Agreement, in accordance with:
(a) The terms and conditions of this Agreement;
(b) All laws, rules and regulations, policies and procedures
applicable to RPO, Texas HeaithSpring, Affiliates and Payors;
(c) The Utilization Management Program, Quality Improvement Program,
Benefit Program Requirements and grievance, appeals and other
policies and procedures of the particular Benefit Program under
which the Covered Medical Services are rendered;
(d) The same manner, and with the same availability, as services are
rendered to other patients;
(e) The minimum clinical quality of care and performance standards
that are professionally recognized and/or adopted, accepted or
established by Texas HealthSpring.
(f) Where and when applicable, RPO shall accept compensation for each
Benefit Program outlined in the attached Addenda from an
Affiliate in return for services to Members of Benefit Programs
offered by an Affiliate.
2.4. OFFICES AND HOURS. RPO shall use commercially reasonable efforts to
cause RPO Providers to maintain such offices, equipment, patient
service personnel and allied health personnel as may be necessary to
provide Contracted Services under this Agreement. RPO shall cause RPO
Provider to provide Contracted Services under this Agreement at RPO
Provider's offices during normal business hours. Further, the RPO
Provider that is on call shall be available to provide Covered Medical
Services, when appropriate, on an Emergency basis twenty-four (24)
hours a day, seven (7) days a week, but in no case to exceed one hour.
RPO shall be available to authorize or deny authorization for
Contracted Services for post stabilization care following treatment or
stabilization of an Emergency medical condition, within the time
appropriate to the circumstances relating to the delivery of the
service and the condition of the patient.
2.5. COVERAGE. RPO Provider shall arrange for coverage, in the event of RPO
Provider's illness, vacation or other absence from his or her
practice, and shall use his or her best efforts to ensure that such
coverage is by a Participating Provider possessing the same or similar
qualifications. If such coverage is not by a Participating Provider,
RPO and RPO Provider shall use his or her best commercially reasonable
efforts to cause such covering professional to abide by the terms of
this Agreement.
2.6. NON-DISCRIMINATION AND ACCEPTANCE OF MEMBERS. RPO and RPO Provider
shall not discriminate against any Member in the provision of
Contracted Services hereunder, whether on the basis of the Member's
age, sex, race, color, religion, ancestry, national origin,
disability, health status, source of payment, utilization of medical
or mental health services or supplies or other unlawful basis in
accordance with the HMO Laws, and additional State, local, and federal
laws and regulations. Furthermore RPO and RPO Provider shall not
discriminate against any Member in the provision of Contracted
Services because of the filing by such Member of any complaint,
grievance or legal action against RPO, RPO Provider, Texas
HealthSpring, an Affiliate, or a Payor. RPO shall assure that if an
RPO Provider is accepting new patients from health maintenance
organizations other than Texas HealthSpring for a given Benefit
Program, such RPO Provider shall continue to accept new Members under
the applicable Benefit Program. If an RPO Provider will no longer be
accepting new patients from any health
maintenance organizations, RPO will notify Texas HealthSpring in
writing, at least sixty (60) days prior to the patient panel closure.
2.7. SUBCONTRACTING. RPO shall not subcontract for the performance of
Contracted Services under this Agreement without the prior written
consent of Texas HealthSpring, which shall not be unreasonably
withheld or delayed. RPO may subcontract for the provision of such
services with entities acceptable to Texas HealthSpring. A subcontract
with an RPO Provider shall be consistent with the terms and conditions
of this Agreement and include an express agreement by RPO Provider (i)
to perform the obligations of RPO Provider under this Agreement, (ii)
that following payment by Texas HealthSpring to RPO in accordance with
the terms and conditions of this Agreement, RPO is solely responsible,
and Texas HealthSpring has no responsibility or liability, for any
amounts owed to an RPO Provider for Contracted Services provided to
Members by such RPO Provider, and (iii) Texas HealthSpring has no
responsibility or liability as a result of nonpayment or other breach
by RPO under its subcontract with RPO Provider. RPO agrees to oversee
RPO Provider's performance of its obligations under such subcontract
and to be accountable to Texas HealthSpring and Members for the
negligent performance or nonperformance of any obligation under such
subcontract related to the provision of Covered Medical Services to
Members. Each RPO Provider must meet Texas HealthSpring's
credentialing requirements as a condition precedent to RPO Provider's
status as a Participating Provider under this Agreement. RPO shall
furnish Texas HealthSpring with copies of the first page and signature
page of such subcontracts within ten (10) days of execution of this
Agreement and ten (10) days of execution of any subsequent
subcontracts by RPO. Each such subcontractor shall meet Texas
HealthSpring's credentialing requirements, prior to the subcontract
becoming effective.
2.8. UTILIZATION MANAGEMENT REQUIREMENTS. RPO agrees and shall use
commercially reasonable efforts to cause all RPO Providers to
participate in, cooperate with and comply with all decisions rendered
in connection with Texas HealthSpring's, an Affiliate's, or a Payor's
Utilization Management Program. RPO also agrees and shall use
commercially reasonable efforts to cause all RPO Providers to provide
such records and other information as may be required or requested
under such Utilization Management Program. RPO shall accept delegation
of and perform utilization management with respect to Contracted
Services provided under this Agreement in accordance with the
Delegated Services Agreement. RPO shall perform such utilization
management in accordance with the performance standards and criteria
of Texas HealthSpring or a Payor. Texas HealthSpring shall have the
right to audit RPO's performance of utilization management as solely
determined by Texas HealthSpring and to reassume the obligation for
utilization management in the event Texas HealthSpring determines that
RPO either does not have the capacity to perform, or is not
effectively performing utilization management.
2.9. PRIOR AUTHORIZATION AND REFERRALS. RPO shall be available for post
Emergency stabilization authorizations as required by Section 2.4,
above. Unless a particular
Benefit Program or Utilization Management Program contains no such
requirement, or except in an Emergency, RPO agrees not to seek payment
from Texas HealthSpring or a Payor for Contracted Services rendered to
a Member unless Prior Authorization or a Referral was obtained for the
rendering of such services. Such Prior Authorization or Referral may
be issued by Texas HealthSpring, RPO or the applicable Payor, as
applicable according to the Member's Benefit Program. Other than in an
Emergency, RPO shall use commercially reasonable efforts to cause RPO
Providers to agree to obtain Prior Authorization or a Referral, by
telephone if necessary, before providing Contracted Services or
ordering other Covered Medical Services. When and where RPO, on behalf
of RPO Providers, is not compensated on a Capitation Compensation
basis, if Prior Authorization or a Referral cannot be obtained, RPO
Provider agrees to notify Texas HealthSpring or the applicable Payor,
as applicable, as soon as possible, but no later than twenty-four (24)
hours after providing the Contracted Services, or ordering the other
Covered Medical Services, or on the next working day.
2.10. PARTICIPATING PROVIDERS/MENTAL HEALTH CARE PROVIDERS. Except in an
Emergency, as otherwise described in the applicable Benefit Program
Requirements, or as otherwise required by law, RPO shall refer Members
only to Participating Providers for Covered Medical Services. For
certain specialized procedures and services which cannot be rendered
by the Participating Providers, Texas HealthSpring or a Payor shall
discuss the use of appropriate non-participating providers with RPO.
Additionally, if so required under the applicable Benefit Program
Requirements, RPO shall admit Members only to designated hospital
Participating Providers. If Medically Necessary Covered Medical
Services are not available through Texas HealthSpring's Participating
Provider network, Texas HealthSpring will, upon request of a
Participating Provider, within a reasonable time period, allow
referral to a non-Participating Provider. In the event that a
requested referral is denied, the request shall be reviewed by a
specialist of the same or similar specialty or the type of physician
or provider to whom a referral was requested if requested by the
Member or the Member's Primary Care Physician. RPO and RPO Providers
shall direct any Member who appears to be in need of mental health or
chemical dependency services to the provider designated by Texas
HealthSpring to provide or arrange for such mental, health and
chemical dependency services. A Referral is not required. Texas
HealthSpring will update RPO and RPO Providers in the event Texas
HealthSpring alters its arrangements for such mental health and
chemical dependency services.
2.11. CASE MANAGEMENT. Texas HealthSpring shall arrange for case management
services to Members with complex medical conditions to ensure that
care is provided in a manner, which encourages quality and continuity
of care. RPO and RPO Provider shall cooperate fully with Texas
HealthSpring in such case management activities, including, without
limitation, providing information that may be required for Texas
HealthSpring to determine the need for case
management and to transfer of Members to designated Participating
Providers for cost effective care.
2.12. OUT-OF-AREA SERVICES. RPO and RPO Provider and Texas HealthSpring
shall cooperate fully with each other in activities relating to
management and coordination of Out-of-Area Services, including,
without limitation: (a) providing information necessary to transfer a
Member to a Participating Provider in the RPO Service Area; (b)
immediately notifying Texas HealthSpring or RPO of known or suspected
provision of Out-of-Area Services to a Member (c) and accepting the
transfer of a Member to the care of RPO or RPO Provider following such
Member's receipt of Out-of-Area Services.
2.13. QUALITY IMPROVEMENT PROGRAM. RPO shall be solely responsible for the
quality of Contracted Services rendered to Members. The quality of
Contracted Services rendered to Members shall be monitored under the
Quality Improvement Program applicable to the particular Benefit
Program. RPO agrees to participate in, cooperate with and comply with
all decisions rendered by Texas HealthSpring or a Payor in connection
with a Quality Improvement Program. RPO also agrees to provide such
medical and other records with reasonable notice upon receipt of
written request, and such review data and other information as may be
required or requested under a Quality Improvement Program, including
outcome reporting in accordance with, but not limited to, the then
current version of the Health Plan Employer Data and Information Set
(HEDIS). In the event that the standard or quality of care furnished
by RPO or RPO Provider is found to be unacceptable under any Quality
Improvement Program, Texas HealthSpring shall give written notice to
RPO to correct the specified deficiencies within the time period
specified in the notice. RPO shall correct such deficiencies within
that time period.
2.14. CREDENTIALING OF RPO AND/OR RPO PROVIDERS. RPO shall accept
delegation of and perform credentialing of RPO Providers. RPO shall
perform such credentialing in accordance with the performance
standards and criteria of Texas HealthSpring or a Payor as outlined in
the Delegated Services Agreement. Texas HealthSpring shall have the
right to audit RPO's performance of its credentialing functions from
time to time, and to reassume the obligation for credentialing in the
event Texas HealthSpring determines that RPO either does not have the
capacity to perform, or is not effectively performing, credentialing
of RPO Providers.
2.15. NOTICE OF ADVERSE ACTION. RPO shall notify Texas HealthSpring in
writing, within three (3) days of receiving any written or oral notice
of any adverse action, including, without limitation, any malpractice
suit or arbitration action, or other suit or arbitration action naming
or otherwise involving RPO, an RPO Provider (to the extent RPO has
notice of same), Texas HealthSpring or any Payor, and of any other
event, occurrence or situation which might materially interfere with,
adversely affect, modify or alter performance of any of RPO's or RPO
Provider's duties or obligations under this Agreement. RPO shall
forward to Texas
HealthSpring any written complaint or grievance or oral complaint or
grievance, relating to quality of care, of a Member against RPO, an
RPO Provider, Texas HealthSpring or any Payor within twenty-four (24)
hours of receipt thereof. RPO shall maintain a written record of any
Member complaint and provide such record to Texas HealthSpring
promptly upon request. RPO also shall notify Texas HealthSpring
promptly of any action against RPO or RPO Provider with respect to any
license, certification under Title XVIII or Title XIX or other
applicable statute of the Social Security Act or other State federal
or local law.
2.16. PROFESSIONAL LIABILITY INSURANCE/RPO RISK SERVICES REINSURANCE. RPO,
at its sole cost and expense, shall maintain insurance coverage as
follows: (i) comprehensive general liability insurance with limits of
at least one million dollars ($1,000,000) per occurrence and three
million dollars ($3,000,000) as an annual aggregate; and (ii)
professional liability insurance with limits of at least two million
dollars ($2,000,000) per occurrence and as an annual aggregate. Unless
otherwise mutually agreed to by RPO and Texas HealthSpring,
Participating Providers are required to maintain a minimum
professional liability insurance in the amount of two hundred thousand
dollars ($200,000) per claim and six hundred thousand dollars
($600,000) in aggregate of all claims per policy year. At minimum, all
Participating Providers shall maintain professional liability
insurance in an amount equal to the greater of the highest amount
required by law or the requirements within this paragraph. RPO agrees
to provide Texas HealthSpring with written evidence, acceptable to
Texas HealthSpring, of such insurance coverage within three (3) days
of such request by Texas HealthSpring. RPO also agrees to notify, or
to ensure that its insurance carriers notify Texas HealthSpring at
least thirty (30) days prior to any proposed termination, cancellation
or material modification of any policy for all or any portion of the
coverage provided for above. At its sole cost and expense, RPO shall
maintain stop loss insurance covering all claims from RPO Providers
and other providers for all Covered Medical Services which are
Contracted Services rendered to Members in an amount acceptable to
Texas HealthSpring for such Contracted Services per Member per
calendar year as are incurred during the life of this Agreement.
2.17. LISTING OF RPO PROVIDERS. RPO agrees that Texas HealthSpring and
Payors may list the name, address, telephone number and other factual
information of RPO and all of RPO Providers, in its marketing and
informational materials. RPO shall supply all printed materials and
other information relating to its operations, description of services,
or information necessary for Texas HealthSpring to complete a request
for proposal within three (3) days of Texas HealthSpring's request.
2.18. NON-SOLICITATION. Neither RPO, nor any RPO Provider, nor any
employee, agent or subcontractor of RPO shall solicit or attempt to
convince or otherwise persuade any Member not to participate or to
discontinue participation in any Texas HealthSpring or Payor Benefit
Program for which RPO or RPO Provider renders Contracted Services
under this Agreement. Further, RPO and RPO Providers and
their employees and subcontractors, shall treat Members promptly,
fairly and courteously. Texas HealthSpring and RPO agree that nothing
in this Agreement shall be construed as a limitation of RPO's or RPO
Provider's right or obligation to discuss in good faith with the
Member, prospective enrollee, or former Member (collectively the
"Patient") information regarding the Patients health, including the
Patient's medical condition, treatment options, or information
regarding the provisions, terms, requirements or services of Texas
HealthSpring as they relate to the medical needs of the Patient, all
in accordance with HMO Laws.
2.19. ENCOUNTER REPORTING. For Members for which RPO receives Capitation
Compensation under this Agreement, RPO shall provide Texas
HealthSpring with the Member/RPO Provider encounter information, via
personal computer diskette, magnetic tape or electronic transmission
in a mutually agreed upon format for each encounter with a Member
during a calendar month. Such electronic encounter information
materials shall be complete, accurate and provided to Texas
HealthSpring by the fifteenth (15th) day of the month following the
month in which the encounter occurred. Additionally, RPO shall
promptly provide Texas HealthSpring with all corrections to and
revisions of such encounter data.
2.20. BENEFIT PROGRAMS; NEW OR ADDITIONAL BENEFIT PROGRAMS. The Effective
Date of this Agreement with respect to a particular Benefit Program(s)
shall be the first day of the subsequent month following the later to
occur of the following events: (a) the date on which this Agreement is
executed by Texas HealthSpring and RPO; or (b) the date of receipt by
Texas HealthSpring of all licensure, certification and regulatory
approvals or execution of contract(s) between Texas HealthSpring and a
Government Agency as required for Texas HealthSpring to offer, or
provide services in connection with, such Benefit Program in the RPO
Service Area. If Texas HealthSpring is unable to obtain such
licensure, certification or regulatory approvals, or contract with a
Government Agency after due diligence, Texas HealthSpring shall notify
RPO and both parties shall be released from any liability under this
Agreement with respect to the Benefit Program(s) in question; provided
however, that if such licensure, certification or regulatory approval,
or contract with a Government Agency, is conditioned upon amendment of
this Agreement, then this Agreement shall be amended automatically
pursuant to Section 6.1 hereof. Furthermore, RPO acknowledges that
Texas HealthSpring may develop new or additional Benefit Programs in
RPO's Service Area, and RPO agrees to negotiate with Texas
HealthSpring in good faith to amend this Agreement to include such new
or additional Benefit Programs as requested by Texas HealthSpring.
Where a new Benefit Program falls under existing Addenda(s), then the
applicable contract rates shall automatically apply.
2.21. PAYMENT OF APPLICABLE TAXES. RPO shall be solely responsible for the
collection and payment of any sales, use or other applicable taxes on
the sale or delivery of medical services.
2.22. TIMELY ASSIGNMENT OF MEMBERS. Where required under a Benefit Program,
Texas HealthSpring shall require Members to select specified
Participating Providers at the time of enrollment. In the event a
Member does not select a PCP or other Participating Providers within
sixty (60) days, Texas HealthSpring shall automatically assign such
Member (the "Undesignated Member") to the participating provider
determined by Texas HealthSpring to receive all Undesignated Members.
The Member shall be informed of the name, address, and telephone
number of the assigned PCP or other Participating Providers. Upon
automatic assignment of PCP, the Member may change to another PCP of
choice. The 1st change shall not be counted as a change in providers
for the purposes of limitation. Texas HealthSpring shall notify the
selected PCP within thirty (30) working days of Member assignment.
2.23. MEMBER GRIEVANCE PROCEDURES. RPO shall abide by the determination of
the applicable Payor's Member Grievance Procedure, including but not
limited to grievance procedures for resolving disputes regarding the
necessity for continued treatment, as described in the Texas
HealthSpring Member Grievance Procedures. RPO shall cause each RPO
Provider to post, in the office, a notice to Member(s) on the process
for resolving complaints. The notice must include the Texas Department
of Insurance's toll free telephone number. Texas HealthSpring will not
engage in any retaliatory action, including refusal to renew coverage
or cancellation of coverage, against an employer or Member because the
employer, Member or person acting on behalf of the employer or Member
has filed a complaint against or appealed a decision of Texas
HealthSpring. Texas HealthSpring will not engage in any retaliatory
action, including termination or refusal to renew a contract, against
a physician or provider, because the physician or provider has, on
behalf of a Member, filed a complaint against, or appealed a decision
of Texas HealthSpring. In the event the Member or Medicare+Choice
Member submits an appeal to Texas HealthSpring, Texas HealthSpring
shall provide RPO with the Member or Medicare+Choice Member appeal.
RPO shall review the Member or Medicare+Choice Member appeal,
performing any necessary research or investigation and providing a
determination and response to Texas HealthSpring within three (3) days
of receipt from Texas HealthSpring, for a Member appeal, or as
required by the Texas Department of Insurance, and within twenty-four
(24) hours of receipt from Texas HealthSpring for a Medicare+Choice
Member, or as required by the then current CMS guidelines.
2.24. TERMINATION OF MEMBERS. RPO may request to terminate Members as
patients of RPO or RPO Providers, as applicable, only as specified in
this Section 2.24. Texas HealthSpring shall attempt to resolve the
problem without termination of the Member and be solely responsible
for notifying a Member in the event Texas HealthSpring agrees with
RPO's request. Texas HealthSpring will address RPO's request to
terminate a Member within thirty (30) days after receipt of the
request or within fifteen (15) days after receipt of any additional
needed information. RPO and RPO Providers shall promptly provide Texas
HealthSpring with any information they have pertaining to the proposed
termination. RPO and RPO Providers shall cooperate with any terminated
Member and Texas HealthSpring to
arrange an orderly transfer of the Member's care to another
Participating Provider including without limitation providing all
medical information necessary for the transfer of the Member's care,
subject to and in accordance with state and federal laws and
regulations regarding the confidentiality of medical records. Texas
HealthSpring's right to terminate a Member from a Texas HealthSpring
health plan pursuant to the applicable Benefit Program Requirements
are preserved and in no way altered by this Section 2.24.
The specific circumstances under which RPO or an RPO Provider may
terminate a Member as a patient are as follows:
(i) Failure to Pay Copayments. RPO and RPO Provider may request Texas
HealthSpring terminate a Member for failure to pay Copayments by
giving Texas HealthSpring at least thirty (30) days written
notice during which time the Member may avoid termination by
paying the amount due.
(ii) Member Misconduct. RPO and RPO Providers may request Texas
HealthSpring terminate a Member who (a) harasses, threatens, or
is unruly or abusive to a physician or any personnel of RPO or
RPO Providers, (b) engages in conduct detrimental to the
operation of RPO or RPO Provider's delivery of services to its
other patients; or (c) refuses to follow any policy or procedure
of RPO or RPO Provider, which policy or procedure is reasonable
and conforms to current standards for policies and procedures for
medical practices in the community; provided that such grounds
may not be used to terminate a Member unless RPO or RPO Provider,
as the case may be, would also use such grounds to terminate a
patient who is not a Member.
(iii) Failure to Achieve Satisfactory Physician-Patient Relationship.
Because of the personal nature of the relationship between the
Member and the Primary Care Physician, a satisfactory physician
patient relationship is important to delivery of effective health
care services. In circumstances where the relationship is or
becomes unsatisfactory, RPO shall permit the Member to select
another Primary Care Physician. If the Member has had
unsatisfactory relationships with at least three (3) Primary Care
Physicians, after consultation between RPO and the Member, if RPO
determines that a satisfactory physician-patient relationship
cannot be achieved between the Member and any Primary Care
Physician, RPO and RPO Contracted Providers may request Texas
HealthSpring terminate such Member.
(iv) Fraud, Abuse or Misuse of Identification Card. RPO and RPO
Providers may request Texas HealthSpring terminate a Member who
commits fraud in the use of Covered Medical Services or permits
the use of his or her Texas HealthSpring identification card by
any other person, or misuses the card himself or herself or
otherwise defrauds RPO or any RPO Provider.
(v) Member's Texas HealthSpring Coverage Terminates. RPO and RPO
Providers may request Texas HealthSpring terminate a Member if
Texas HealthSpring has terminated the Member's Benefit Program.
(vi) Refusal to Follow Medical Advice or Treatment. In the event a
Member refuses to follow the advice of RPO or an RPO Provider,
such refusal may hinder continuation of the physician-patient or
provider-patient relationship and obstruct the provision of
proper medical care. If in the opinion of RPO or RPO Provider,
there is no professionally acceptable alternative treatment, RPO
or RPO Provider shall so advise the Member. Only if the Member
still refuses to accept the recommended treatment or procedure
may RPO or RPO Provider request Texas HealthSpring to terminate
the Member.
2.25. CONTRACT AUTHORITY. RPO acknowledges Texas HealthSpring's authority
to negotiate and enter into and amend Payor Agreements as otherwise
set forth in this Agreement. Pursuant to such Payor Agreements, Texas
HealthSpring shall cause each Payor to agree to perform the
obligations of Texas HealthSpring and/or a Payor, as applicable, under
this Agreement. Texas HealthSpring shall provide RPO with written
notice within five (5) business days of entering into any new or
amended Payor Agreements.
2.26. LIMITATION ON LIABILITY. Notwithstanding any other statement in this
Agreement to the contrary, RPO agrees and shall use commercially
reasonable efforts to cause each RPO Provider to acknowledge and agree
that with respect to payment for Contracted Services provided to a
Member under a Benefit Program for which Texas HealthSpring is not the
Payor, or for decisions made by a Payor other than Texas HealthSpring,
or activities delegated by a Payor other than Texas HealthSpring,
Texas HealthSpring (i) has no and shall have no responsibility or
liability for any decisions made by such Payor or activities delegated
by such Payor, (ii) is not and will not be, directly or indirectly,
responsible for the payment from its own funds of any amounts owed by
such Payor, and (iii) is not an insurer, administrator, guarantor, or
underwriter of such Payor's responsibility or liability to pay any
amounts owed by such Payor. All such decisions and payment obligations
of a Payor other than Texas HealthSpring will be the responsibility of
such Payor.
III. COMPENSATION
3.1. COMPENSATION RATES. When RPO, on behalf of RPO and RPO Providers, is
compensated on a Capitation Compensation basis, RPO shall accept as
payment in full for Contracted Services and all other services
(including payment for any and all sales, use or other applicable
taxes on the sale or delivery of medical services) rendered under this
Agreement to Members the amounts payable by Texas HealthSpring as set
forth in the applicable Addendum to this Agreement, in addition to
Copayment amounts payable by Members in accordance with the applicable
Benefit Program. RPO and Texas HealthSpring agree to meet annually,
beginning no later than April 1st and concluding no later than June
30th of any calendar year, to discuss Capitation Compensation rates
and any changes, if applicable, for the following calendar year.
Except where RPO an behalf of RPO Providers is compensated on a
Capitation Compensation basis, RPO may require RPO Providers to xxxx
and accept compensation directly from Texas HealthSpring or Payors,
less Copayment amounts payable by Members in accordance with the
applicable Benefit Program. In lieu of such arrangement, unless RPO is
compensated an a Capitation Compensation basis, RPO shall xxxx and
accept payment for Contracted Services rendered by RPO Providers, and
be responsible for administering such funds and compensating RPO
Providers therefrom. It is expressly understood that, in this context,
RPO acknowledges its obligations to provide care consistent with the
professional standards of care generally accepted by the medical
community.
3.2. BILLING AND PAYMENT.
(a) BILLING. When RPO on behalf of RPO Providers is not compensated
on a Capitation Compensation basis, RPO Provider shall submit to
Texas HealthSpring, via Texas HealthSpring's electronic claims
submission program or hardcopy format, clean, complete and
accurate claims in a format approved by Texas HealthSpring for
Contracted Services rendered to a Member, within ninety (90)
calendar days after such services are rendered. Where Texas
HealthSpring is the secondary payor under Coordination of
Benefits, such ninety (90) day period shall commence once the
primary payor has made payment on or has denied the claim.
Neither Texas HealthSpring, any Affiliate, nor any Payor shall be
under any obligation to pay an RPO Provider on any claim not
timely submitted. RPO Provider shall not seek payment from any
Member in the event Texas HealthSpring or a Payor fails to pay
RPO Provider for a claim not timely submitted.
(b) PAYMENT AND CLAIMS PROCESSING. Except where RPO on behalf of RPO
Providers is compensated on a Capitation Compensation basis,
unless the claim is disputed, Texas HealthSpring or a Payor shall
make payment on each of RPO Provider's clean, complete, accurate
and timely submitted claims for Contracted Services rendered to a
Member, within forty-five (45) days of receipt of each such
claim, or within the time required by applicable State or Federal
law or regulation, or within such other period of time as set
forth in the applicable Benefit Program Addendum to this
Agreement.
(c) RPO CLAIMS PROCESSING. When RPO, on behalf of itself and RPO
Providers, is not compensated on a Capitation Compensation basis,
RPO shall make payment on each RPO Provider's clean, complete,
accurate and timely submitted claims for Contracted Services
rendered to a Member within forty-five (45) days of receipt of
each such claim, or within the time required by applicable State
or Federal law or regulation, or within
such other period of time as set forth in the applicable Benefit
Program Addendum to this Agreement, all in accordance with the
performance standards and criteria of Texas HealthSpring or a
Payor as outlined in the Delegated Services Agreement
(d) CAPITATION COMPENSATION. Texas HealthSpring shall comply with the
provisions of Article 20A.18A(e) of the Texas Insurance Code
related to capitation as a method of compensation and the time
frame for payment of capitated amounts.
(e) APPEALS. RPO and RPO Provider shall abide by Texas HealthSpring's
appeal process for disputes regarding denial of coverage as
outlined in the Provider Manual.
3.3. ELIGIBILITY. Except in an Emergency, RPO or RPO Provider shall verify
the eligibility of Members before providing Contracted Services. When
required by the applicable Utilization Management Program, RPO or RPO
Provider shall verify the eligibility of Members before providing RPO
Risk Services. Texas HealthSpring shall confirm the eligibility of any
Member when such is in question.
3.4. RECONCILIATION OF ELIGIBILITY. When RPO is compensated on a Capitation
Compensation basis, Texas HealthSpring shall provide RPO with a
monthly list of Members for whom RPO is responsible for rendering RPO
Risk Services during such month. Texas HealthSpring shall provide RPO
with an electronic date file reporting such Members for whom RPO is
responsible for rendering RPO Risk Services by the tenth (10th) day of
each month. Texas HealthSpring will discourage retroactive
cancellation or addition of Members to a Benefit Program. However, in
the event Texas HealthSpring allows such adjustments, Texas
HealthSpring shall retroactively adjust RPO's Capitation Compensation
as necessary, provided that the retroactive addition or cancellation
period shall not exceed ninety (90) days (except for Benefit Programs
under the Medicare+Choice Programs, which have no such limits). In
cases where a Member has utilized a non-Participating Provider, and an
appeal of the denial of such utilization by Texas HealthSpring or RPO
has been determined in favor of the Member by the applicable
Government Agency or its agent, after such ninety (90) day period,
Texas Health Spring may disenroll such Member and retroactively adjust
RPO's Capitation Compensation accordingly. In the event of allowable
retroactive additions, RPO agrees to be responsible for all RPO Risk
Services rendered to the Member from beginning of the retroactive
period. In the event of retroactive cancellations, RPO may xxxx the
putative Member for all RPO Risk Services received by the putative
Member from the date such putative Member was no longer covered under
the applicable Benefit Program.
3.5. COLLECTION OF COPAYMENTS. RPO shall use its best commercially
reasonable efforts to collect all Copayments due from Members, and
shall not waive or fail to pursue collection of Copayments from
Members, without the prior written
consent of Texas HealthSpring, which shall not be unreasonably
withheld or delayed.
3.6. NO SURCHARGES. RPO shall not charge the Member any fees or surcharges
for Contracted Services rendered pursuant to this Agreement (except to
the extent of authorized Copayments). In addition, RPO shall not
collect a sales, use or other applicable tax from Members for the sale
or delivery of medical services. If Texas HealthSpring or any Payor
receives notice of any additional charge, RPO shall fully cooperate
with Texas HealthSpring or such Payor to investigate such allegations,
and shall promptly refund any payment deemed improper by Texas
HealthSpring or a Payor to the party who made the payment.
3.7. MEMBER HELD HARMLESS. RPO hereby agrees on behalf of itself and all
RPO Providers that in no event, including, but not limited to;
nonpayment by Texas HealthSpring, an Affiliate, or a Payor, insolvency
of Texas HealthSpring, such Affiliate, or a Payor, or breach of this
Agreement, shall RPO or RPO Providers xxxx, charge, collect a deposit
from, seek compensation, remuneration, or reimbursement from, or have
any recourse against Members or persons other than Texas Health Spring
or a Payor acting on their behalf for Contracted Services provided
pursuant to this Agreement. This provision shall not prohibit
collection of supplemental charges or Copayments made in accordance
with the terms of the applicable Benefit Program. RPO further agrees
an behalf of itself and all RPO Providers 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 Members; and (b) this provision supersedes any oral or
written contrary agreement now existing or hereafter entered into
between RPO and Members or persons acting on their behalf. Any
modification, addition, or deletion to the provisions of this clause
shall be effective on a date no earlier than fifteen (15) days after
the State regulatory agency has received written notice of such
proposed change and has approved such change.
3.8. CONDITIONS FOR REIMBURSEMENT FOR NON-COVERED SERVICES. RPO Provider
may xxxx a Member for Non-Covered Medical Services rendered by an RPO
Provider to such Member only if the Member is notified in advance that
the services to be provided are Non-Covered Medical Services under the
Members Benefit Program, and the Member requests that the RPO Provider
render the Non-Covered Medical Services, prior to RPO Provider's
rendering of such services. Neither a Member, nor Texas HealthSpring,
any Affiliate, nor any Payor shall be liable to pay RPO Provider for
any Contracted Service rendered by RPO Provider to a Member which is
determined under a Utilization Management Program not to be Medically
Necessary.
3.9. COORDINATION OF BENEFITS. RPO agrees and shall cause RPO Provider to
conduct Coordination of Benefits in accordance with the policies and
procedures established by Texas Health Spring, an Affiliate or a Payor
for the applicable Benefit Program. Texas HealthSpring shall provide
Coordination of Benefits information to RPO an Members which Texas
HealthSpring collects and has
received on such Members in a mutually agreed upon format. RPO or RPO
Provider shall not xxxx Members for any portion of Contracted Services
not paid by the primary carrier when Texas HealthSpring, an Affiliate
or Payor is the secondary carrier, but shall instead look to Texas
HealthSpring, an Affiliate or Payor for such payment. Except when RPO
on behalf of RPO Providers is compensated on a Capitation Compensation
basis when a Member has coverage which is primary through another
carrier, then Texas HealthSpring's or a Payor's compensation to RPO
Provider shall be limited to the difference between the amount paid by
the primary payor and the contract rates, including Copayments,
contained in the applicable Addendum to this Agreement. When RPO on
behalf of RPO Providers is compensated on a Capitation Compensation
basis, RPO shall be entitled to conduct Coordination of Benefits.
3.10. THIRD PARTY RECOVERIES. When Texas HealthSpring or a Payor has
compensated RPO Provider for Contracted Services, then Texas
HealthSpring or a Payor retains the right to recover from applicable
third party carriers covering a Member, including self-insured plans,
and to retain all such recoveries. RPO agrees and shall cause RPO
Provider to provide Texas HealthSpring with such information as Texas
HealthSpring may require to pursue recoveries from such third party
sources, and to promptly remit to Texas HealthSpring or a Payor any
monies RPO Provider may receive from or with respect to such sources
of recovery. When RPO on behalf of RPO Providers is compensated on a
Capitation Compensation basis, RPO shall be entitled to conduct Third
Party Recoveries.
3.11. RESOLUTION OF DISPUTES REGARDING PAYMENT FOR CERTAIN SERVICES. It is
understood by Texas HealthSpring and RPO that when RPO is paid
Capitation Compensation for RPO Risk Services under a Benefit Program,
situations may arise in which a Member seeks coverage for a service
that is or may be outside the specific terms of what is a Covered
Medical Service under the Benefit Program. In such situations, if
Texas HealthSpring decides that the service should be treated as a
Covered Medical Service, RPO shall provide or arrange to provide it,
even if RPO disagrees with Texas HealthSpring's decision. The cost of
the service shall be included in the medical costs to be paid out of
Capitation Compensation or shall be paid for from the Performance
Bonus Funds (Hospital Risk Pool for Medicare+Choice Members), as
applicable. Following the provision of the service as described above,
if RPO wishes to dispute the inclusion of the cost of the service in
the medical costs to be paid out of Capitation Compensation (whether
because RPO takes the position that (i) the service is not a Covered
Medical Service or (ii) the service is a Covered Medical Service but
should be paid for from the Performance Bonus Funds (Hospital Risk
Pool for Medicare+Choice Members)), it shall so notify Texas
HealthSpring in writing by certified mail, return receipt requested,
within the thirty (30) day period after the claim for such services
has been paid. The parties shall make a good faith effort to negotiate
a mutually agreeable resolution. If Texas HealthSpring and RPO are
unable to resolve the dispute by agreement within thirty (30) days
thereafter, RPO may seek arbitration as provided in Section 6.4 of the
Agreement. If the dispute is over whether the cost of the service is
to be paid out of Capitation Compensation or
from the Performance Bonus Funds (Hospital Risk Pool for
Medicare+Choice Members), the decision of the single arbitrator or a
majority of the arbitrators, as the case may be, shall determine the
extent to which such cost is to be paid out of Capitation Compensation
or the Performance Bonus Funds (Hospital Risk Pool for Medicare+Choice
Members). If the dispute is over whether the service is a Covered
Medical Service, the following shall apply: (i) the sole issue to be
determined in the arbitration shall be whether, under all the facts
and circumstances at the time Texas HealthSpring made the coverage
decision, it was reasonable to treat the service as a Covered Medical
Service and (ii) if the decision of the single arbitrator or a
majority of the arbitrators, as the case may be, is that it was
reasonable to treat the service as a Covered Medical Service, the cost
of the service shall be included in the medical costs to be paid out
of Capitation Compensation or the Performance Bonus Funds (Hospital
Risk Pool for Medicare+Choice Members), as applicable, in accordance
with such decision.
3.12. FINANCIAL INCENTIVE PLANS. Texas HealthSpring and RPO, on behalf of
itself and RPO Providers, agree that any financial incentive (as
defined under the applicable HMO Laws) received from Texas
HealthSpring, an Affiliate, or a Payor related to the performance of
RPO's or RPO Provider's duties under this Agreement shall comply with
the applicable HMO Laws and that no payments shall be made directly or
indirectly to RPO or RPO Providers as an inducement to reduce or limit
Medically Necessary services.
3.13. SECURITY RESERVE POOL. Texas HealthSpring shall withhold fifteen
percent (15%) from Capitation Compensation and shall deposit the
reserved amounts, within three (3) business days of the date
Capitation Compensation is paid to RPO, in RPO's designated bank
account with interest accruing to the benefit of RPO (being the
"Security Reserve Pool Account" and funds deposited in the Security
Reserve Pool Account being the "Security Reserve Pool Funds"). RPO and
Texas HealthSpring shall each receive account statements for the
Security Reserve Pool Account. Monthly reserves from Capitation
Compensation to RPO shall accrue until the balance of the Security
Reserve Pool Funds equal RPO's then-current outstanding claims
liability for RPO Risk Services ("IBNR"). IBNR shall include one
hundred percent (100%) of RPO's then-current outstanding fee for
service claims liability for RPO Risk Services. Texas HealthSpring and
RPO, using RPO claim lag reports, shall mutually agree on IBNR on a
quarterly basis. Interest accrued on the Security Reserve Pool Funds
shall remain ire the Security Reserve Pool Account until a balance
equal to RPO's then-current outstanding liability for RPO Risk
Services is attained. Any funds, including interest in excess of the
required amounts as set forth above will be able to be transferred by
RPO to another account at RPO's direction. Interest accrued to the
benefit of RPO from the time the Security Reserve Pool Funds equals
RPO's then-current outstanding liability for RPO Risk Services may be
transferred from the Security Reserve Pool Account to another account
in RPO's name. Monthly reserves funded to the Security Reserve Pool
Account subsequent to the date the balance of the Security Reserve
Pool Funds is equal to RPO's then-current outstanding liability for
RPO Risk Services shall be reduced to an amount that, when added to
the Security
Reserve Pool Account balance, maintains the Security Reserve Pool
Account balance at RPO's then-current outstanding liability for RPO
Risk Services. RPO shall have sole financial responsibility for and
shall pay all maintenance fees charged by the Bank on the Security
Reserve Pool Account and such maintenance fees shall not be charged
against the Security Reserve Pool Funds.
Upon Texas HealthSpring's receipt of the Security Reserve Pool Funds,
Texas HealthSpring shall process for payment claims for RPO Risk
Services received from RPO Providers, Participating Providers and
other health care providers according to the following priority order.
First, Texas HealthSpring shall process payment of claims for RPO Risk
Services provided by physicians and other health care providers who
are neither RPO Providers nor Participating Providers. Second, Texas
HealthSpring shall process payment of claims for RPO Risk Services
provided by Participating Providers. Third, Texas HealthSpring shall
process payment of claims for RPO Risk Services provided by RPO
Providers.
The investment strategy of the Security Reserve Pool Account shall be
agreed to by both parties to this Agreement However, if the balance of
the Security Reserve Pool Funds falls below the prescribed amount
equal to RPO's then-current outstanding liability for RPO Risk
Services as a result of the investment strategy of the Security
Reserve Pool Account, RPO shall deposit additional funds into the
Security Reserve Pool Account as necessary to retain a balance equal
to RPO's then-current outstanding liability for RPO Risk Services. In
the event RPO fails to fund the Security Reserve Pool Account as
necessary to retain a balance equal to RPO's then-current outstanding
liability for RPO Risk Services within thirty (30) days following the
date such deficiency is reported to RPO, Texas HealthSpring shall
withhold funds from Capitation Compensation payments due to RPO as
above indicated in this Section 3.13 until such time as the Security
Reserve Pool Account balance again equals RPO's then-current
outstanding liability for RPO Risk Services.
IV. TERM AND TERMINATION
4.1. TERM. The term of this Agreement shall be effective for an initial
term beginning as of the Effective Date and shall continue though
DECEMBER 31, 2012 (the "Initial Term"). Following the Initial Term,
this Agreement shall automatically renew for successive one (1) year
periods. Either party may notify the other in writing of its intent to
terminate in accordance with this Agreement at least one hundred and
eighty (180) days prior to the end of the then-current term of the
Agreement.
4.2. RENEWAL AND TERMINATION OF A BENEFIT PROGRAM. The voluntary
termination of any Addenda specific to any Benefit Program is subject
to the one hundred and eighty (180) day notice by either party. In the
event Texas HealthSpring does not renew its CMS Contract for
Medicare+Choice, Texas HealthSpring will notify CMS and RPO
simultaneously of its intention not to renew in accordance with the
terms and conditions of the CMS Contract. In the event CMS terminates
the CMS
Contract, Texas HealthSpring will notify RPO of the termination of the
applicable Benefit Program upon receiving notice from CMS. The
termination of any Benefit Program specified in any Addenda shall not
require the termination of this Agreement. Upon the termination of any
Benefit Program specified in any Addenda, any and all other Benefit
Program specified in any other Addenda shall remain in full force and
effect unless the Benefit Program is otherwise individually terminated
or the entire Agreement is terminated in accordance with its terms.
The renewal date of the term of this Agreement shall remain the same
for all Benefit Programs covered hereunder, even if this Agreement
becomes effective or terminates with respect to a particular Benefit
Program after the initial or any renewal date of this Agreement, due
to licensure, contract award or other reason.
4.3. TERMINATION OF THE AGREEMENT. Either party may terminate this
Agreement upon written notice to the other party, in the event of (a)
the other party's violation of any applicable law, rule or
regulations; (b) the other party's failure to maintain the
professional liability insurance coverage specified hereunder; (c) the
other party's failure to comply with the terms, conditions or
determinations of any Utilization Management Program or Quality
Improvement Program or other Benefit Program Requirements; (d) the
other party's breach of any section of this Agreement. Texas
HealthSpring may immediately terminate the Agreement upon written
notification in the event Texas HealthSpring believes the health and
/or safety of Members is or may be jeopardized. If Texas HealthSpring
determines that termination due to Material Breach under Section 4.4
is required, then before terminating the Agreement, Texas HealthSpring
shall provide written explanation to RPO of the reasons for
termination.
4.4. TERMINATION DUE TO MATERIAL BREACH. In the event that either RPO or
Texas HealthSpring fails to cure a material breach of this Agreement
within thirty (30) days of receipt of written notice to cure from the
other, the non-defaulting party may terminate this Agreement,
effective as of the expiration of said thirty (30) day period. If the
breach is cured within such thirty (30) day period, or if the breach
is one which cannot reasonably be corrected within thirty (30) days,
and the defaulting party makes substantial and diligent progress
toward correction during such thirty (30) day period, this Agreement
shall remain in full force and effect. Either party may terminate this
Agreement immediately by providing written notice to the other party
upon (i) the filing by or against a party in a court of competent
jurisdiction of a petition for bankruptcy, reorganization,
dissolution, liquidation, or receivership; or (ii) the inability of a
party to pay its debts as they mature or an assignment of assets by a
party for the benefit of its creditors.
4.5. PROCESS OF TERMINATION. At least ninety (90) days prior to the
effective date of termination of this Agreement, Texas HealthSpring
shall provide written explanation to RPO of the reasons for
termination, except in the case of imminent harm to patient health,
action against license to practice or fraud or malfeasance, in which
case termination may be immediate. On request and before the effective
date of the termination of this Agreement, but within a period not to
exceed sixty
(60) days, RPO shall be entitled to a review of Texas HealthSpring's
proposed termination by an advisory review panel, except in a case in
which there is imminent harm to patient health or an action by a state
medical board, or other medical licensing board, or other licensing
board or Government Agency, that effectively impairs RPO's ability to
operate in the State, or in a case of fraud or malfeasance. The
advisory review panel shall be composed of Participating Providers
appointed to serve on the standing quality improvement committee or
utilization review committee of Texas HealthSpring. The decision of
the advisory review panel must be considered but is not binding. Texas
HealthSpring shall provide to RPO, on request, a copy of the
recommendation of the advisory review panel and Texas HealthSpring's
determination. RPO shall be entitled to an expedited review process by
Texas Health Spring on request of RPO. Except for termination based on
imminent harm to Members, Texas HealthSpring shall notify Members of
the termination by Texas HealthSpring of RPO's status as a
Participating Provider at least thirty (30) days prior to the
effective date of the termination or the advisory review panel makes a
formal recommendation.
4.6. SUCCESSOR ENTITY OR MANAGEMENT COMPANY. Either party shall have the
right to terminate this Agreement on ninety (90) days' prior written
notice to the other party if such party reasonably determines that any
successor entity or company responsible for the management of the
other party cannot satisfactorily perform the obligations of the other
party under this Agreement or that such party prefers not to do
business with the successor entity or management company.
4.7. EFFECT OF TERMINATION. In the event that a Member is receiving
Contracted Services at the time this Agreement terminates, RPO shall
cause RPO Provider to continue to provide Contracted Services to the
Member until: (a) treatment is completed; or (b) the Member is
assigned to another Participating Provider, or (c) Member ceases to be
covered. Compensation for such Contracted Services shall be at the
Texas HealthSpring fee for service fee schedule as amended from time
to time and in accordance with Section 4.9 below. With respect to
Benefit Programs under the Medicare+Choice Program, RPO acknowledges
and agrees that in the event of Texas HealthSpring's insolvency or
other cessation of operations, benefits to Members will continue
through the period for which payment from CMS to Texas HealthSpring
has been paid, and benefits of Members who are inpatients in a
hospital on the date of insolvency or other cessation of operations
will continue until their discharge. Any modification, addition, or
deletion to the provisions of this Section shall be effective on a
date no earlier than fifteen (15) days after the appropriate
Government Agency has received written notice of such proposed change
and has approved such change.
4.8. MEMBER NOTIFICATION. RPO and Texas HealthSpring remain liable for any
obligations or liabilities arising from conduct prior to the effective
termination date. Texas HealthSpring shall notify Members seeking
professional services from RPO Providers after the date of termination
that RPO and RPO Providers are no longer Participating Providers. If
RPO is terminated for reasons other than RPO's request, Members will
not be notified until the effective date of the
termination or until such time as the Texas HealthSpring advisory
review panel makes a formal recommendation. If RPO and RPO Providers
are terminated for reasons related to imminent harm, Texas
HealthSpring, will notify Members immediately.
4.9. CONTINUITY OF TREATMENT. Texas HealthSpring will notify the Member
thirty (30) days prior to any impending termination of a Primary Care
Physician from Texas HealthSpring's network who is currently treating
the Member. Texas HealthSpring will notify the Member at least thirty
(30) days prior to any impending termination of a specialist provider
from Texas HealthSpring's network, who is currently treating the
Member or has treated the Member within the past six (6) months. If
RPO's participation under this Agreement is terminated for any reason
other than medical competence or professional behavior, violation of
any applicable law, rule or regulation; the revocation or suspension
of any of RPO's accreditations or certifications; or Texas
HealthSpring's determination that the health and/or safety of any
Member is or may be jeopardized, Texas HealthSpring will ensure
continuity of care at the request of the treating provider for special
circumstances, such as treatment for a Member who has a disability,
acute condition, or life-threatening illness, or is past the 24th week
of pregnancy in exchange for continuity of ongoing treatment of a
Member then receiving medically necessary treatment in accordance with
the dictates of medical prudence. "Special circumstances" means a
condition such that the treating RPO Provider or other physician
reasonably believes that discontinuing care by the treating physician
or provider could cause harm to the Member. The special circumstance
shall be identified by the treating physician, who must request that
the Member be permitted to continue treatment under the physician's
care. In such cases, Texas HealthSpring will continue to reimburse the
RPO Provider at no less than at the Texas HealthSpring fee for service
fee schedule, as may be amended from time to time, for the continued
provision of ongoing treatment to a Member and neither RPO nor RPO
Provide may seek payment from the Member of any amount for which the
Member would not be responsible if the RPO Provider were still in
Texas HealthSpring's Participating Provider network. RPO agrees and
shall cause RPO Providers to abide by the determination of the
applicable Payor's Member Grievance Procedure, including but not
limited to grievance procedures for resolving disputes regarding the
necessity for continued treatment, as described in the Texas
HealthSpring Member Grievance Procedures.
4.10. FINES OR SANCTIONS. If RPO's failure to provide Texas HealthSpring
with the appropriate sixty (60) day notice of RPO Provider
terminations, as required by Section 2.l(f), results in a fine or
sanction levied against Texas HealthSpring by the Texas Department of
Insurance, or the Health Care Financing Administration, Texas
HealthSpring shall have the right to collect or otherwise withhold
from RPO the lessor of the entire fine or sanction, if RPO is the sole
cause of such fine or sanction, or RPO's pro-rata share of such fine
or sanction amount from future Capitation Compensation to be paid to
RPO.
V. RECORDS, AUDITS AND REGULATORY REQUIREMENTS
5.1. MEDICAL AND OTHER RECORDS. RPO on behalf of itself and all RPO
Providers warrants that it prepares and maintains and will prepare and
maintain all medical and other records required by law. RPO shall use
commercially reasonable efforts to cause RPO Provider to maintain such
records for at least seven (7) years after the rendering of Contracted
Services (records of a minor child shall be kept for at least one (1)
year after the minor has reached the age of eighteen (18), but in no
event less than seven (7) years). Additionally, RPO shall maintain
such financial, administrative and other records as may be necessary
for compliance by Texas HealthSpring and Payors with all applicable
local, State, and federal laws, rules and regulations.
5.2. ACCESS TO RECORDS; AUDITS. The records referred to in Section 5.1
shall be and remain the property of RPO and/or RPO Provider, as
applicable, and shall not be removed or transferred from RPO or RPO
Provider except in accordance with applicable local, State, and
federal laws, rules and regulations. Subject to applicable State or
federal confidentiality or privacy laws, Texas HealthSpring, an
Affiliate, and Payors, or their designated representatives, and any
Government Agency, shall have access to RPO and each RPO Provider,
during normal business hours on request, to inspect and review and
make copies of such records. When requested by Texas HealthSpring, an
Affiliate, Payors, or a Government Agency, RPO or RPO Provider, as
applicable, shall produce copies of any such records for which RPO or
RPO Provider shall charge no more than $.10 per page. In no event,
however, shall RPO or RPO Provider charge for copying records
requested for payment of a claim. Additionally, RPO agrees and shall
cause RPO Providers to permit Texas HealthSpring, or its designated
representatives, and any Government Agency, to conduct site
evaluations and inspections of RPO's and RPO Provider's offices and
service locations. In order to confirm the access to a member's
medical information, to the extent permitted by HMO Laws, RPO shall
use commercially reasonable efforts to cause each RPO provider to
obtain, at the time of a member's first visit, a signed authorization
that provides an appropriate consent for disclosure of information for
permitted purposes. This consent shall be maintained as part of the
member's permanent medical records.
5.3. CONTINUING OBLIGATION. The obligations of RPO and RPO Providers under
Sections 5.1 and 5.2 shall not be terminated upon termination of this
Agreement, whether by rescission or otherwise. After termination of
this Agreement, Texas HealthSpring, an Affiliate, Payors and any
Government Agency shall continue to have access to RPO's and RPO
Provider's records as necessary to fulfill the requirements of this
Agreement and to comply with all applicable laws, rules and
regulations.
5.4. ACCESS TO FINANCIAL RECORDS. When RPO is compensated on other than a
fee-for-service basis, is receiving Capitation Compensation, and is
responsible for paying claims of RPO Providers, Texas HealthSpring
also shall have access to all financial records relating to the
financial condition of RPO as follows:
(a) REVIEWED FINANCIAL STATEMENTS. RPO shall provide to Texas
HealthSpring a true copy of RPO's annual financial statement(s),
reviewed by an independent certified public accountant, within
one hundred eighty (180) days after the end of RPO's fiscal year.
In addition, RPO shall provide Texas HealthSpring with access to
RPO's bank reconciliation statements and/or RPO's bank investment
account statements. At the same time, RPO shall also provide a
copy of any management letter prepared by such accountants.
(b) REGULATORY FINANCIAL STATEMENTS. If this becomes a Government
Agency requirement, RPO shall provide to Texas HealthSpring a
true copy of each financial statement that RPO files with the
regulatory agency having jurisdiction over RPO's operations
within the State including annual, quarterly, and monthly
financial statements, within fifteen (15) days of the filing of
such statement with such agency by RPO.
(c) NOTICE OF RESERVE DEFICIENCY. If RPO is required to maintain any
financial reserve requirement(s) by the regulatory agency having
jurisdiction over RPO's operations within the State, then RPO
shall immediately give Texas HealthSpring:
(i) Written notice of RPO's failure to comply with any financial
reserve requirement; and
(ii) A copy of the regulatory agency's written notice of RPO of
such agency's determination, assertion, allegation, or
contention that RPO is not in compliance with any financial
reserve requirement, notwithstanding that RPO may dispute,
disagree with, or otherwise question such determination,
assertion, allegation, or contention of the agency.
5.5. REINSURANCE INSURANCE. If RPO has entered into any agreement for
reinsurance insuring RPO against risks or large claims ("Reinsurance
Policy"), RPO shall provide Texas HealthSpring a true copy of RPO's
current Reinsurance Policy, not later than the Effective Date of this
Agreement. Within fifteen (15) days after receipt or any renewal or
replacement Reinsurance Policy, RPO shall provide to Texas
HealthSpring a true copy thereof. If RPO receives notice from the
reinsurer of the termination or nonrenewal of such Reinsurance Policy,
RPO shall give Texas HealthSpring immediate written notice thereof.
5.6. INSOLVENCY INSURANCE. If RPO has entered into any agreement for
insolvency insurance insuring RPO or its members against risks of
RPO's insolvency ("Insolvency Insurance Policy"), RPO shall provide to
Texas HealthSpring a true copy of RPO's current Insolvency Insurance
Policy, not later than the effective date of this Contract. Within
fifteen (15) days after receipt of any renewal or replacement
Insolvency Insurance Policy, RPO shall provide to Texas HealthSpring a
true copy thereof. If RPO receives notice from the Insolvency
Insurer of termination or nonrenewal of such Insolvency Insurance
Policy, RPO shall give Texas HealthSpring immediate written notice
thereof.
5.7. REGULATORY COMPLIANCE. RPO, on behalf of itself and all RPO Providers,
agrees to comply with HMO Laws and all applicable local, State, and
federal laws, rules and regulations, now or hereafter in effect, to
the extent that they directly or indirectly affect RPO, RPO Providers,
Texas HealthSpring, or any Payor, and bear upon the subject matter of
this Agreement. RPO agrees to submit such reports and financial
information as is necessary for Texas HealthSpring to comply with
regulatory requirements to monitor the financial and administrative
viability of RPO.
5.8. RPO'S INSPECTION AND AUDIT RIGHTS.
(a) TEXAS HEALTHSPRING RECORDS. Texas HealthSpring shall maintain
such records as shall be reasonably necessary to accurately
account for processing RPO Providers' bills and the incidence of
use by Members of RPD Providers pursuant to this Agreement.
(b) ACCESS TO RECORDS. RPO shall have access, upon reasonable notice
during the normal business hours, to inspect and copy all records
of Texas HealthSpring in connection with the Capitation
Compensation, or any other compensation due to RPO under this
Agreement, to verify the accuracy of such compensation. If RPO
provides reasonable evidence that a deficiency exists in the
payment of any compensation due from Texas HealthSpring, Texas
HealthSpring shall promptly pay any such deficiency, or in the
event of any late payment of any compensation, Texas HealthSpring
shall pay to RPO interest on such unpaid amount from the date due
at the maximum rate of interest permitted by law.
(b) AUDIT RIGHTS. During the term of this Agreement and for a period
of one hundred eighty (180) days thereafter, RPO shall have the
right to audit the records of the Texas HealthSpring to verify
compliance with the terms of this Agreement. Texas HealthSpring
shall: (i) assist the other party with the selection of the time
for scheduling; (ii) provide appropriate documentation; (iii)
provide space at its facilities between 9:00 a.m. and 4:00 p.m.
on regular working days; and (iv) cooperate to facilitate
completion of the audit or site visit, as applicable.
VI. GENERAL PROVISIONS
6.1. AMENDMENTS. All amendments to this Agreement or any of its Addenda
which modify the current language shall not be valid unless (i) in
writing and subscribed by an authorized representative of the party
against which such modification,
alteration, amendment or waiver is asserted and (ii) approved by any
Government Agency whose approval under the HMO Laws is required.
Notwithstanding the foregoing, Texas HealthSpring may amend any
provision of a Benefit Program, or unilaterally amend this Agreement
if required to do so pursuant to the HMO Laws. Texas HealthSpring
shall furnish RPO with written notice of any such amendments as
determined by Texas HealthSpring to be necessary to effect such
compliance. In the event any such amendment is unacceptable to RPO,
RPO may terminate this Agreement by giving written notice of such
termination to Texas HealthSpring within twenty (20) days of its
receipt of such notice of amendment, effective no earlier than thirty
(30) days after such termination notice is given. If RPO does not give
such termination notice to Texas HealthSpring within such twenty (20)
day period, such amendment will be deemed accepted by RPO and shall
automatically amend this Agreement
6.2. ASSIGNMENT. Neither this Agreement, nor any of RPO's rights or
obligations hereunder, is assignable by RPO without the prior written
consent of Texas HealthSpring, which shall not be unreasonably
withheld or delayed. Notwithstanding the foregoing, Texas HealthSpring
may, without RPO's consent, validly assign this Agreement, upon prior
written notice, to any Affiliate or successor in interest of Texas
HealthSpring.
6.3. CONFIDENTIALITY. Texas HealthSpring and RPO agree to hold all
confidential or proprietary information or trade secrets of each other
in trust and confidence and agree that such information shall be used
only for the purposes contemplated herein, and not for any other
purpose. Specifically, RPO, as well as Texas Health Spring and Payors,
shall keep strictly confidential all compensation rates set forth in
this Agreement and its Addenda, except that this provision does not
preclude disclosure of the method of compensation, e.g.,
fee-for-service, capitation, shared risk pool, DRG or per diem.
6.4. BINDING ARBITRATION. The parties hereto shall submit to binding
arbitration any disputed question or controversy arising under this
Agreement or arising out of, or relating to, the transaction
contemplated by this Agreement. Any such arbitration shall be
conducted it Houston, Texas. Any party may initiate the arbitration,
by notice in writing to the other party, setting forth the nature of
the dispute, that amount involved, if any, and the remedy sought. Any
party desiring to initiate arbitration shall serve a written notice of
intention to arbitrate to the other party and to the American
Arbitration Association office in Houston, Texas. The arbitrator shall
be appointed promptly upon written application of the initiating
party, and shall be selected in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. All of the
arbitrators shall be members of the American Arbitration Association.
The arbitrator appointed hereunder shall conduct the arbitration
pursuant to the Commercial Arbitration Rules of the American
Arbitration Association then in effect, except as such rules may be
modified for the purpose of the arbitration proceeding by the
arbitrator or by mutual written agreement of the parties to this
Agreement. The award of the arbitrator shall be final and binding upon
the parties hereto and judgment thereon
may be entered in any court having jurisdiction. All statutes of
limitations, which would otherwise be applicable, shall apply to any
arbitration proceeding hereunder. The provisions of this section shall
survive any termination, amendment or expiration of this Agreement
unless all the parties hereto otherwise expressly agree in writing.
The arbitrators shall award reasonable attorneys' fees and costs to
the prevailing party pursuant to the terms of this Agreement.
6.5. ENTIRE AGREEMENT. This Agreement supersedes any and all other
agreements, either oral or written, between the parties with respect
to the subject matter hereof, and no other agreement, statement or
promise relating to the subject matter of this Agreement shall be
valid or binding.
6.6. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas, except to
the extent such laws conflict with or are preempted by any federal
law, in which case such federal law shall govern. Federal law shall
also govern with respect to Benefit Programs of federal governmental
Payors.
6.7. HOLD HARMLESS OF PARTIES. Neither RPO nor Texas HealthSpring (nor any
of their respective agents or employees) shall be liable to the other
for any act or omission of the other party. RPO and Texas HealthSpring
each agrees to hold the other harmless from and against any and all
liabilities, losses, damages, claims and expenses of any kind,
including costs and attorney's fees incurred by the other party and
arising from or in connection with the other party's performance of,
or failure to perform, its duties and obligations under this
Agreement.
6.8. EXCLUSIVE CONTRACT; RIGHT OF FIRST REFUSAL. This Agreement is
exclusive for Harris, Jefferson, Ft. Bend and the surrounding
contiguous counties (the "Exclusive Area") and shall prohibit Texas
HealthSpring from entering into agreements with other delegated
physician networks without the express written consent of RPO.
Further, to the extent Texas HealthSpring desires to expand within the
Exclusive Area, RPO shall have the right of first refusal to provide
Covered Services on an exclusive basis (the "Right of First Refusal").
Such Right of First Refusal must be exercised by written notice from
RPO to Texas HealthSpring within thirty (30) days of receipt of
written notice from Texas HealthSpring of its intent to expand.
Notwithstanding the foregoing, and in the event RPO is unwilling or
unable to provide services to a Member, Texas HealthSpring shall have
the ability to contract on a direct basis, when services are not able
to reasonably be provided by RPO in Texas HealthSpring's sole
discretion, after a thirty (30) day advance written notice to RPO, for
the provision of physician services to ensure Member access is
compliant with all applicable state and federal laws, rules or
regulations.
6.9. NO THIRD PARTY BENEFICIARY. Nothing in this Agreement is intended to,
or shall be deemed or construed to create any rights or remedies in
any third party, including a Member, an Affiliate, Payor or RPO
Provider. Nothing contained herein shall operate (or be construed to
operate) in any manner whatsoever to
increase the rights of any such Member or the duties or
responsibilities of RPO or Texas HealthSpring with respect to such
Members.
6.10. NOTICE. Any notice required or desired to be given under this
Agreement shall be in writing and shall by sent by certified mail,
return receipt requested, postage prepaid, or overnight courier, or
facsimile, addressed as follows:
TEXAS HEALTHSPRING, INC.
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile telephone number: (000) 000-0000
Attention: Chief Operating Officer
RPO: 0000 Xxxxxx Xxxxx, Xxxxx X
Xxxxxxx, Xxxxx 00000
Facsimile telephone number (000) 000-0000
Attention: Chairman of the Board
Notices given hereunder shall be deemed given upon documented receipt. The
addresses to which notices are to be sent may be changed by written notice given
in accordance with this Section.
6.11. REGULATION. Texas HealthSpring is subject to the requirements of
various local, State, and federal laws, rules and regulations. Any
provision required to be in this Agreement by any of the above shall
bind RPO, on behalf of itself and all RPO Providers, and Texas
HealthSpring whether or not provided herein.
6.12. SEVERABILITY. If any provision of this Agreement is rendered invalid
or unenforceable by any local, Stare, or federal law, rule or
regulation, or declared null and void by any court of competent
jurisdiction, the remainder of this Agreement shall remain in full
force and effect
6.13. STATUS AS INDEPENDENT ENTITIES. The relationship between Texas
HealthSpring and RPO shall be that of independent contractors. None of
the provisions of this Agreement is intended to create or shall be
deemed or construed to create any relationship between RPO and Texas
HealthSpring other than that of independent entities contracting with
each other solely for the purpose of effecting the provisions of this
Agreement. Neither RPO nor Texas HealthSpring, nor any of their
respective agents, employees, or representatives shall be construed to
be the agent, employee or representative of the other. This Agreement
shall not create, and shall not be construed as creating, any
partnership, joint venture, agency relationship or employer-employee
relationship, or any other relationship except that of independent
contractors. Nothing contained in this Agreement shall cause either
Texas HealthSpring or RPO to be liable or responsible for any debt,
liability or obligation of the other party or any third party unless
such liability or responsibility is expressly assumed by the party
sought to be charged therewith.
6.14. ADDENDA. Each Addendum to this Agreement and the Exhibits thereto are
made a part of this Agreement as though set forth fully herein. Any
provision of an Addendum that is in conflict with any provision of
this Agreement shall take precedence and supersede the conflicting
provision of this Agreement
6.15. SEPARATE OBLIGATIONS. The rights and obligations of Texas
HealthSpring under this Agreement shall apply to each Affiliate only
with respect to the Benefit Programs of such Affiliate. No such
Affiliate shall be. responsible for the obligations of any other
Affiliate under this Agreement with respect to the other Affiliate's
Benefit Programs. The person executing this Agreement on behalf of
Texas HealthSpring has been duly authorized by each Affiliate to
execute this Agreement on its behalf.
6.16. FORCE MAJEURE. Texas HealthSpring and RPO shall each be excused,
discharged and released from performance under this Agreement to the
extent that all or part of this Agreement cannot be performed due to
causes which are outside the control of Texas HealthSpring and RPO,
and could not be avoided by the exercise of due care, including but
not limited to any acts of God, war, epidemic or by any enforceable
law, regulation or order. The foregoing shall not be considered to be
a waiver of any continuing obligations under this Agreement, and as
soon as such conditions cease, the party affected thereby shall
fulfill its obligations as set forth under this Agreement
6.17. REMEDIES. All rights, powers, and remedies granted to either party by
any particular term of this Agreement are in addition to, and not in
limitation of, any rights, powers, or remedies which it has under any
other term of this Agreement, at common law, in equity, by statute, or
otherwise, and all such rights, powers, and remedies may be exercised
separately or concurrently, in such order and as often as may be
deemed expedient by either party. No delay or omission by either party
to exercise any right, power, or remedy shall impair such right,
power, or remedy or be construed to be a waiver of any breach or
default or an acquiescence therein. A waiver by either party of any
breach or default hereunder shall not constitute a waiver of any
subsequent breach or default of either the same or any other provision
of this Agreement.
(Balance of page intentionally blank; Signatures begin on next page)
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the Effective Date.
RENAISSANCE PHYSICIAN HEALTHSPRING, INC. D/B/A TEXAS
ORGANIZATION, INC. HEALTHSPRING, INC.
------------------------------------- ----------------------------------------
Signature Signature
Chairman CEO
Title Title
------------------------------------- ----------------------------------------
Federal Tax Identification Number
ADDENDUM A
TO RPO SERVICES AGREEMENT
MEDICARE+CHOICE BENEFIT PROGRAMS
A. DEFINITIONS
For purposes of this Addendum, the definitions included herein shall have the
meanings under the Medicare+Choice Program.
1. CLAIM FORM. The standard billing form used by Texas HealthSpring that
includes detailed and descriptive medical and Medicare+Choice Member
data and identifying information on CMS 1500 or UB-92 forms, as
applicable, or any subsequent form adopted for that purpose.
2. CLEAN CLAIM. A claim that has no defect, impropriety, lack of any
required substantiating documentation, or particular circumstance
requiring special treatment that prevents timely payment.
3. CONTINUATION AREA. An additional area outside of RPO Service Area
within which Texas HealthSpring furnishes or arranges for the
furnishing of Covered Medical Services to Medicare+Choice Members who
move outside of the RPO Service Area.
4. EMERGENCY MEDICAL CONDITION. A medical condition manifesting itself by
acute symptoms of sufficient severity (including severe pain) such
that a prudent layperson, with an average knowledge of health and
medicine, could reasonably expect the absence of immediate medical
attention to result in (a) serious jeopardy to the health of the
individual or, in the case of a pregnant woman, the health of the
woman or her unborn child; (b) serious impairment to bodily functions;
or (c) serious dysfunction of any bodily organ or part. The final
determination of whether Emergency Services were required shall be
made by Texas HealthSpring or its designee, subject to appeal under
the applicable Medicare+Choice Member appeals procedure.
5. EMERGENCY SERVICES. Covered inpatient and outpatient services that are
(a) furnished by a provider qualified to furnish emergency services;
and (b) needed to evaluate or stabilize an Emergency Medical
Condition.
6. MEDICARE+CHOICE MEMBER. A person who is eligible to receive Covered
Medical Services under a Benefit Program under the Medicare+Choice
Program included in this Agreement.
7. NOTICE OF DISCHARGE. The CMS-approved notice presented to
Medicare+Choice Member by RPO or RPO Provider, setting forth (a) the
reason inpatient care is no longer needed; (b) the effective date of
the Medicare+Choice Member's risk of financial liability for continued
inpatient care; and (c) the Medicare+Choice Member's appeal rights.
8. URGENTLY NEEDED SERVICES. Covered Medical Services provided when a
Medicare+Choice Member is temporarily absent from the RPO Service Area
(or, if applicable, Continuation Area) (or, under unusual and
extraordinary circumstances, provided when a Medicare+Choice Member is
in the RPO Service Area or Continuation Area, but Texas HealthSpring's
provider network is temporarily unavailable or inaccessible) when such
services are Medically Necessary and required without delay in order
to prevent the serious deterioration of a Medicare+Choice Member's
health as a result of an unforeseen illness, injury, or condition and
it was not reasonable given the circumstances to obtain the services
through Texas HealthSpring.
B. RESPONSIBILITIES OF RPO AND RPO PROVIDERS
1. PROVISION OF SERVICES. RPO and RPO Provider agree to provide Covered
Medical Services in accordance with the provisions of Section 2.1 and
in a manner consistent with, professionally recognized standards of
health care. RPO and RPO Provider further agree to (a) provide Covered
Medical Services in a culturally competent manner to all
Medicare+Choice Members by making a particular effort to ensure that
those with limited English proficiency or reading skills, diverse
cultural and ethnic backgrounds, and physical or mental disabilities
receive the health care to which they are entitled; (b) provide
Medicare+Choice Members information regarding treatment options in a
culturally competent manner, including the option of no treatment; and
(c) ensure that Medicare+Choice Members with disabilities have
effective communications with representatives of RPO or RPO Provider
in making decisions regarding treatment options.
2. ACCESS TO BENEFITS. RPO and RPO Provider agree to make Covered Medical
Services available and accessible to Medicare+Choice Members on a
24-hours per day, 7-day per week basis and with reasonable promptness
and in a manner which assures continuity in the provision of Covered
Medical Services.
3. DISCRIMINATION PROHIBITED. In accordance with the provisions of
Section 2.6, neither RPO nor RPO Provider shall deny, limit, or
condition the furnishing of benefits to a Medicare+Choice Member on
the basis of any factor that is related to health status, including,
but not limited to the following: (a) medical condition, including
mental as well as physical illness; (b) claims experience; (c) receipt
of health care; (d) medical history; (e) genetic information; (f)
evidence of insurability, including conditions arising out of acts of
domestic violence; or (g) disability.
4. SCREENING MAMMOGRAPHY, INFLUENZA VACCINE, AND PNEUMOCOCCAL VACCINE.
RPO and RPO Provider acknowledge and agree: (a) Medicare+Choice
Members may directly access (through self-referral) Covered Medical
Services constituting screening mammography and influenza vaccine; and
(b) neither RPO, nor RPO Provider may xxxx or collect from
Medicare+Choice Members Copayments, or any other type of cost sharing
for influenza vaccine and pneumococcal vaccine.
5. SUBCONTRACTORS. RPO and RPO Provider agree that prior to entering into
a subcontractor arrangement whereby RPO or RPO Provider arranges to
provide any of its services hereunder through a subcontractor, RPO or
RPO Provider, as applicable, (a) shall obtain Texas HealthSpring's
written approval of such subcontract, and (b) agrees, and shall cause
such subcontractor to agree, that such services shall be performed in
accordance with the terms and conditions of this Agreement and the CMS
Agreement. RPO and RPO Provider agree that if RPO or RPO Provider
carries out any responsibilities under this Agreement through the use
of a subcontractor, including any organization related by ownership or
control to RPO or RPO Provider when the subcontract is worth or costs
Ten Thousand Dollars ($10,000) or more over a twelve (12) month
period, RPO or RPO Provider shall obtain and forward to Texas
HealthSpring the subcontractor's written promise to be bound as an RPO
Provider under this Agreement. RPO and RPO Provider agree that subject
to and in accordance with the foregoing, RPO and RPO Provider shall
make available to Government Agencies and Accreditation Organizations
all Medicare+Choice Member medical information required for assessing
the quality of care or investigating Medicare+Choice Member's
grievances or complaints.
6. DELEGATED ACTIVITIES. In the event Texas HealthSpring delegates to RPO
any of Texas HealthSpring's activities or responsibilities under the
CMS Contract, RPO and Texas HealthSpring agree to enter into a written
agreement: (a) specifying the delegated activities and reporting
responsibilities; (b) providing for revocation of the delegation
activities and reporting requirements or specify other remedies in
instances where CMS, Texas HealthSpring determines that RPO or RPO
Provider have not performed satisfactorily; (c) specifying that the
performance of RPO or RPO Provider is monitored by Texas HealthSpring
on an ongoing basis; (d) specifying that either (i) the credentials of
medical professionals affiliated with RPO or RPO Provider will be
either reviewed by Texas HealthSpring, or (ii) the credentialing
process will be reviewed and approved by Texas HealthSpring and Texas
HealthSpring must audit the credentialing process on an ongoing basis;
and (e) specifying that RPO or RPO Provider must comply with all
applicable Medicare laws, regulations, and CMS instructions.
7. REPORTING REQUIREMENTS. RPO agrees and shall cause RPO Providers to
provide all documents and information necessary for Texas HealthSpring
to comply with Texas HealthSpring's requirements for submitting
information under the CMS Contract, as determined in the sole
discretion of Texas HealthSpring. RPO agrees, as a condition to
receiving payment under this Agreement to provide a certification
certifying, to the best of RPO knowledge, information, and belief, the
accuracy, completeness, and truthfulness of the encounter data RPO
submits to Texas HealthSpring under this Section and in accordance
with the provisions of 42 C.F.R. Section 422.502(1), as may be amended
from time to time.
8. ACCOUNTABILITY. Texas HealthSpring, RPO and RPO Provider acknowledge
and agree that Texas HealthSpring shall oversee and be accountable to
CMS for any functions or responsibilities under the Medicare+Choice
Program. RPO and RPO
Provider agree to cooperate with Texas HealthSpring and assist Texas
HealthSpring in such oversight and accountability activities as part
of the program integrity requirements under the Medicare+Choice
Program.
9. EXCLUDED PROVIDERS. RPO and RPO Provider acknowledge that is
prohibited from employing or contracting with an individual who is
excluded from participation in the Medicare program (or with an entity
that employs or contracts with such an individual) for the provision
of any of the following: (a) health care; (b) utilization review; (c)
medical social work; or (d) administrative services. RPO and RPO
Provider agree to immediately notify Texas HealthSpring in the event
RPO or RPO Provider, or any of their employees or contractors, is
excluded from participation in the Medicare program or any
administrative or regulatory proceedings is initiated that could lead
to the exclusion of RPO or RPO Provider or any of their employees or
contractors from the Medicare program. In such event, Texas
HealthSpring may immediately terminate this Addendum to the Agreement
pertaining to the Benefit Program for the Medicare+Choice Program. RPO
AGREES TO INDEMNIFY AND HOLD TEXAS HEALTHSPRING HARMLESS FOR ANY LOSS,
COST, OR LIABILITY INCURRED BY TEXAS HEALTHSPRING AS A RESULT OF THE
EXCLUSION OF RPO OR RPO PROVIDER OR ANY OF THEIR EMPLOYEES OR
CONTRACTORS. THIS INDEMNITY SHALL NOT BE CONSTRUED TO LIMIT TEXAS
HEALTHSPRING'S RIGHTS, IF ANY, TO COMMON LAW INDEMNITY.
10. MARKETING. RPO and RPO Provider acknowledge and agree that all
marketing activities related a Benefit Program under the
Medicare+Choice Program must conform to the requirements of the
Medicare+Choice Program, codified at 42 C.F.R. Section 422.80, as
amended from time to time. RTO and RPO Provider agree not to engage in
any such marketing activities, directly or indirectly, without first
obtaining Texas HealthSpring's and CMS's approval.
11. ADVANCE DIRECTIVES. RPO agrees and shall cause RPO Providers to agree
to: (a) document in a prominent part of each Medicare+Choice Member's
medical record whether or not the Medicare+Choice Member has executed
an advance directive; (b) not condition the provision of care or
otherwise discriminate against a Medicare+Choice Member based on
whether or not the individual has executed an advance directive; (c)
comply with Texas HealthSpring's policies and procedures regarding
advance directives; and (d) comply with requirements of State and
federal law regarding advance directives, including without limitation
the rules and regulations under the Medicare+Choice Program [42
C.F.R.417.436(d)]
12. PHYSICIAN INCENTIVE PLANS. RPO and RPO Provider acknowledge and agree
that no payments, including without limitation, any payments made
pursuant to Article III of this Agreement or Section D of this
Addendum, shall be made directly or indirectly to RPO or RPO Provider
as an inducement to reduce or limit Medically Necessary services. RPO
and RPO Provider further agrees to cooperate with Texas HealthSpring's
efforts to comply with federal and state regulations,
including disclosure requirements related to physician incentive
plans. RPO and RPO Provider agree that in the event RPO or RPO
Provider enters into an agreement with any individual physician or
physician group related to the performance of RPO or RPO Provider's
duties under this Agreement that includes a physician incentive plan
as defined in 42 C.F.R. Section 422.208, RPO or RPO Provider, as
applicable, such physician incentive plan shall comply with the rules
and regulations set forth under the Medicare+Choice Program and agree
to the following:
(a) No payments shall be made directly or indirectly to any physician
as an inducement to reduce or limit Medically Necessary services.
(b) RPO and RPO Provider agree, and shall cause each physician to
agree, to disclose the terms and conditions of any and all
physician incentive plan arrangements entered into by RPO or RPO
Provider, including without limitation (i) whether the amount of
compensation under such arrangement covers physician referrals;
(ii) the amount of the financial incentives, stared as a
percentage of withhold or bonus; (iii) the amount of stop loss
coverage maintained by RPO or RPO Provider and physicians; and
(iv) the number of covered lives under each physician incentive
plan submitted in accordance with this Agreement or as otherwise
required by Texas HealthSpring.
(c) RPO and RPO Provider agree to cooperate (and to cause each
physician and physician group to agree to cooperate), with Texas
HealthSpring's efforts to comply with federal and state
regulations, including disclosure requirements.
13. PROHIBITION ON REMOVAL OF BENEFIT PROGRAM ASSIGNED MEMBERS. Neither
RPO, RPO Provider, or any of their employees or contractors under this
Agreement shall request, demand, require or otherwise seek, directly
or indirectly, the termination from the Benefit Program under the
Medicare+Choice Program of any Medicare+Choice Member based upon the
Medicare+Choice Member's need for or utilization of medically required
services, or in order to gain financially or otherwise from such
termination. RPO or RPO Provider may request that Texas HealthSpring
terminate coverage of a Medicare+Choice Member for reasons of fraud,
disruption of medical services, or failure to follow a physician's
orders, or for any of the reasons for mandatory disenrollment
specified by CMS. However, RPO and RPO Provider agree that Texas
HealthSpring shall have sole and ultimate authority to terminate a
Medicare+Choice Member's coverage, and to notify the Medicare+Choice
Member of his/her termination. RPO and RPO Provider understand that
any requested termination is subject to prior approval by CMS.
14. TREATMENT PLANS. RTO and RPO Provider agree to cooperate with Texas
HealthSpring policies and procedures to: (a) identify Medicare+Choice
Members with complex or service medical conditions; (b) assess those
conditions, and use
medical procedures to diagnose and monitor them on an ongoing basis;
and (c) establish and implement a treatment plan that is appropriate
to those conditions, includes an adequate number of direct access
visits to specialists consistent with the treatment plan; and is
time-specific and updated periodically by the RPO Provider.
15. NOTICE TO MEDICARE+CHOICE MEMBERS. Upon termination of this Agreement
or this Addendum, Texas HealthSpring shall provide written notice of
such termination to all Medicare+Choice Members within fifteen (15)
working days of receipt or issuance of a notice of termination.
C. MANAGED CARE SERVICES
1. QM/QI PROGRAM. RPO agrees and shall cause RPO Providers to comply with
Texas HealthSpring's QM/QI Program and the provisions of Section 2.13
of this Agreement and consult with Texas HealthSpring in development
of such program. RPO and RPO Provider acknowledge that Texas
HealthSpring is required under the Medicare+Choice Program to have an
agreement with an independent quality review and improvement
organization approved by CMS to perform an external review of Texas
HealthSpring's QM/QI Program. RPO agrees and shall cause RPO Providers
to comply with the activities of Texas HealthSpring's independent
quality review and improvement organization in accordance with the
applicable Medicare+Choice Program requirements, including, without
limitation, (a) allocating adequate space at RPO and RPO Provider's
facilities for use of the review organization whenever it is
conducting review activities; and (b) providing all pertinent data,
including without limitation, patient care data, at the time the
review organization needs the data to carry out the review and make
its determination.
2. UTILIZATION REVIEW. RPO agrees and shall cause RPO Providers to comply
with Texas HealthSpring's Utilization Management Program and the
provisions set forth in Section 2.8 of this Agreement.
3. POLICIES AND PROCEDURES. RPO agrees and shall cause RPO Providers to
comply with Texas HealthSpring's policies and procedures, including
without limitation written standards for the following: (a) timeliness
of access to care and member services; (b) policies and procedures
that allow for individual Medical Necessity determinations (e.g.,
coverage rules, practice guidelines, payment policies); and (c)
provider consideration of Medicare+Choice Member input into the
provider's proposed treatment plan.
4. GRIEVANCE, ORGANIZATION, DETERMINATIONS, AND APPEALS.
(a) Medicare+Choice Member Grievance and Appeals Procedures. RPO
agrees and shall cause RPO Providers to comply with Texas
HealthSpring's procedures for Medicare+Choice Member grievances,
organization determinations, and Medicare+Choice Member appeals
set
forth in the Benefit Program Requirements for Benefit Programs
under the Medicare+Choice Program.
5. NOTICE OF DISCHARGE AND MEDICARE APPEAL RIGHTS. RPO agrees and shall
cause RPO Providers to (a) comply with the Medicare+Choice Program
requirements and Texas HealthSpring's policy and procedures regarding
review of noncoverage of inpatient hospital care, including without
limitation, the submission of medical records and other pertinent
information in a timely manner, and (b) provide Notice of Discharge
and Medicare Appeal Rights to Medicare+Choice Members in accordance
with Texas HealthSpring's policies and procedures and the requirements
of the Medicare+Choice Program; provided, however, neither RPO nor RPO
Provider shall give Notice of Discharge and Medicare Appeal Rights to
any Medicare+Choice Member without first notifying Texas HealthSpring
of the proposed discharge. As used herein, the term Notice of
Discharge and Medicare Appeal Rights shall mean the CMS-approved
notice, setting forth (a) the reason inpatient care is no longer
needed; (b) the effective date of the Medicare+Choice Member's risk of
financial liability; and (c) the Medicare+Choice Member's appeal
rights. RPO agrees and shall cause RPO Providers to cooperate with
Texas HealthSpring with respect to the proposed discharge. RPO agrees
and shall cause RPO Providers to cooperate with the Medicare+Choice
Member and Texas HealthSpring to arrange an orderly discharge,
including without limitation providing all medical information related
to the Medicare+Choice Member's care, subject to and in accordance
with State and federal laws and regulations regarding the
confidentiality of patient medical records, Such records shall be
provided at no cost other than the copying costs, not to exceed ten
(10 cent(s)) cents per page.
D. FINANCIAL ARRANGEMENT
1. CAPITATION; RPO RISK SERVICES. Where and when applicable, RPO shall
render RPO Risk Services for each Medicare+Choice Member who select or
are assigned to RPO Provider. RPO Risk Services are set forth on
Exhibit 3 to this Addendum. As compensation for rendering RPO Risk
Services, Texas HealthSpring shall pay RPO the Capitation Compensation
as set forth in Exhibit 2 to this Addendum for each Medicare+Choice
Member eligible to receive such services from RPO or RPO Provider
during a particular month and which shall be paid by Texas
HealthSpring on or before the fifteenth (15th) day of such month.
Texas HealthSpring's payment shall be subject to the provisions of
Sections 2.19 and 3.4 of this Agreement. RPO further agrees to comply
with the payment provisions of this Medicare+Choice Addendum
applicable to Texas HealthSpring for RPO Risk Services provided
outside of the RPO Service Area, or by a non-Participating Provider or
health care provider other than RPO or RPO Provider.
2. SPECIAL PAYMENT RULES FOR INPATIENT STAYS.
(a) RPO shall not be entitled to payment from Texas HealthSpring for
Covered Medical Services provided to a Medicare-Choice Member who
is receiving inpatient hospital services from RPO or RPO Provider
as of the
effective date of the Medicare+Choice Member's election of Texas
HealthSpring under the Medicare+Choice Program until after the
date of the Medicare+Choice Member's discharge. In the event a
Medicare+Choice Member's eligibility to receive Covered Medical
Services ends. RPO shall be entitled to payment from Texas
HealthSpring for Covered Medical Services provided to a
Medicare-Choice Member who is receiving inpatient hospital
services from RPO or RPO Provider as of the effective date of the
end of such coverage after such date and until the date of the
Medicare+Choice Member's discharge.
(b) RPO agrees and shall cause RPO Providers to acknowledge and agree
that after Texas HealthSpring determines that inpatient hospital
services are not, or are no longer, covered under the applicable
Benefit Program under the Medicare+Choice Program, Texas
HealthSpring is responsible for payment to RPO for the continued
hospital stay until noon of the calendar day following the day
Texas HealthSpring notifies Medicare+Choice Member of its
determination regarding coverage for the continued hospital stay
only if (i) Texas HealthSpring provided Prior Authorization for
the inpatient stay directly or by delegation; and (ii)
Medicare+Choice Member makes a timely request for PRO review. RPO
further acknowledges and agrees that if Texas HealthSpring did
not provide Prior Authorization for the inpatient stay directly
or by delegation, Texas HealthSpring will only pay RPO for the
continued stay if it is determined by PRO or Texas HealthSpring
an appeal that the hospital stay should have been a Covered
Medical Service.
3. SERVICES FURNISHED UNDER A PRIVATE CONTRACT. RPO and RPO Providers
shall not be entitled to payment from Texas HealthSpring for Covered
Medical Services (other than Emergency Services or Urgently Needed
Services) by a physician or other practitioner, including an employee
or subcontractor, who has filed with the Medicare carrier an affidavit
promising to furnish Medicare-covered services to Medicare
beneficiaries only through private contracts under section 1802(b) of
the Social Security Act with the beneficiaries.
4. PROMPT PAYMENT. Texas HealthSpring agrees to comply with the prompt
payment provisions set forth in Section 3.2 of this Agreement.
5. CONTRACTED SERVICES RECIPROCITY. When a Member for whom RPO or RPO
Provider is not under a Capitated Compensation method receives
services from RPO or RPO Provider, then RPO Provider shall accept
compensation based upon CMS reimbursement rates for Medicare.
6. EMERGENCY SERVICES. Texas HealthSpring and/or RPO shall pay for
Covered Medical Services that are Emergency Services rendered to a
Medicare+Choice Member to treat an Emergency Medical Condition or for
which Texas HealthSpring or RPO or RPO Provider instructed the
Medicare+Choice Member to seek treatment within or outside the RPO
Service Area or Texas HealthSpring's
provider network. The physician treating the Medicare+Choice Member
shall decide when the Medicare+Choice Member is stabilized for
transfer or discharge and such decision shall be binding on Texas
HealthSpring, RPO and RPO Provider.
7. URGENTLY NEEDED SERVICES. Texas HealthSpring and/or RPO shall pay for
all Covered Medical Services constituting Urgently Needed Services
rendered to a Medicare-Choice Member.
8. RENAL DIALYSIS SERVICES. Texas HealthSpring and/or RPO shall pay for
all Covered Medical Services constituting renal dialysis services
provided to a Medicare+Choice Member while the Medicare+Choice Member
was temporarily outside the RPO Service Area.
9. POST-STABILIZATION CARE SERVICES. Texas HealthSpring and/or RPO shall
pay for all Covered Medical Services constituting post-stabilization
care services that were pre-approved by Texas HealthSpring or RPO or
were not pre-approved by Texas HealthSpring or RPO because Texas
HealthSpring or RPO did not respond to the non-Participating Provider
of post-stabilization care services request for pre-approval within
one (1) hour after being requested to approve such care, or could not
be contacted for pre-approval.
10. DENIED SERVICES. Texas HealthSpring and/or RPO shall pay for all
Covered Medical Services for which coverage has been denied by RPO,
RPO Provider, Texas HealthSpring and found upon appeal to be services
the Medicare+Choice Member was entitled to have furnished or paid for,
by RPO, RPO Provider or Texas HealthSpring.
11. PAYMENT TO NON-PARTICIPATING PROVIDERS. Texas HealthSpring and/or RPO
shall compensate a non-Participating Provider in an amount equal to
the amount the non-Participating Provider would have received under
fee-for-service Medicare (including balance billing permitted under
Medicare Part A and Part B.
12. PROMPT PAYMENT OF CLAIMS TO NON-PARTICIPATING PROVIDERS. Texas
HealthSpring and/or RPO shall process and pay or deny all claims
eligible for payment submitted by a non-Participating Provider for
such services within the time limits specified by CMS, the State
regulatory agency, and State Department of Health. Current CMS
guidelines specify that Clean Claims must be paid within thirty (30)
days of receipt and all other claims must be approved or denied within
sixty (60) days of receipt. Texas HealthSpring and/or RPO shall
maintain adequate records and procedures to record dates of receipt,
processing, and payment of claims from non-contracted providers. With
respect to RPO Risk Services, in the event that RPO does not process
and pay eligible claims submitted for RPO Risk Services in accordance
with the provisions of this Section within the applicable time limits
as specified above and in the separate Delegated Services Agreement
between Texas HealthSpring and RPO, Texas HealthSpring shall advise
RPO in writing of Texas HealthSpring's concerns of such delayed
claims payment and provid RPO with the opportunity to pay such claims
prior to taking any further action as allowed by this Section 12.
Should RPO fail to promptly pay such claims or refuse to pay such
claims, Texas HealthSpring reserves the right to pay such claims and
deduct (a) the amounts paid to such providers from RPO's Capitation
Compensation; and (b) the interest that has accrued, if any, on clean
claims that are not paid with the thirty (30) days of receipt. Any
deductions from RPO's Capitation Compensation as allowed by this
Section 12 shall be clearly indicated in the affected month Capitation
Compensation payment.
13. DIRECT ACCESS TO SPECIALTY CARE. Texas HealthSpring and RPO
acknowledge and agree that female Medicare+Choice Members are allowed
to directly access a women's health specialist who is an RPO Provider
for women's routine and preventive health care services provided as
basic benefits. Texas HealthSpring and RPO further agree that it shall
not deny payment for a Covered Medical Service on the basis that a
female Medicare+Choice Member did not obtain a referral for such
services. [42 CFR. Section 422.112(a)(3).]
14. INCORRECT COLLECTIONS. RPO and RPO Provider agree to refund any
amounts incorrectly collected from a Medicare+Choice Member (or from
others on behalf of a Medicare+Choice Member), and to pay any other
amounts due to a Medicare+Choice Member (or others on a
Medicare+Choice Member's behalf), in accordance with the provisions of
42 C.F.R. Section 422.309, as amended from time to time. RPO and RPO
Provider further agree to notify Texas HealthSpring of any amounts RPO
owes under this Section. RPO FURTHER AGREES TO INDEMNIFY AND HOLD
HARMLESS TEXAS HEALTHSPRING FOR ANY LOSS, COST, OR LIABILITY INCURRED
BY TEXAS HEALTHSPRING AS A RESULT OF (A) ANY AMOUNTS INCORRECTLY
COLLECTED FROM A MEDICARE+CHOICE MEMBER BY RPO, RPO PROVIDER OR ANY OF
THEIR EMPLOYEES OR CONTRACTORS; AND/OR (B) THE FAILURE BY RPO, RPO
PROVIDER OR ANY OF THEIR EMPLOYEES OR CONTRACTORS TO PAY ANY AMOUNTS
DUE UNDER THIS SECTION. THIS INDEMNITY SHALL NOT BE CONSTRUED TO LIMIT
TEXAS HEALTHSPRING'S RIGHTS, IF ANY, TO COMMON LAW INDEMNITY.
16. ALLOCATION OF MEDICARE-CHOICE MEMBER PREMIUM. In the event Texas
HealthSpring requires the Medicare+Choice Member pay a Medicare+Choice
Member Premium under any Medicare+Choice Benefit Program, RPO shall
receive its representative share of any Medicare+Choice Member Premium
Texas HealthSpring has collected from Medicare+Choice Members, as
applicable. RPO shall receive its representative share of collected
Medicare+Choice Member Premium according to the percentages of CMS
Payment allocation outlined in Exhibit I of this Addendum A to the
extent the Medicare+Choice Member Premium applies to RPO Risk
Services. RPO shall not receive any share of Medicare+Choice Member
Premium not applicable to RPO Risk Services.
17. PERFORMANCE BONUS FUND. Performance Bonus Services are those Covered
Medical Services that will apply to the Performance Bonus Fund
("Performance Bonus Fund"). In addition to Capitation Compensation
payments, RPO shall be eligible to receive a bonus payment on a
quarterly schedule to be determined by Texas HealthSpring. This bonus
payment shall only occur in the event that there are surplus funds in
the Performance Bonus Fund at the time of reconciliation.
Reconciliation of the Performance Bonus Fund shall be done by Texas
HealthSpring. However, RPO shall have a right of review and appeal,
for a period to not exceed thirty (30) calendar days, prior to the
finalization of the reconciliation. Throughout the period covered by
the Performance Bonus Fund, RPO shall receive monthly Performance
Bonus Fund Status Reports demonstrating the number and amount of
claims paid during the previous calendar month. In the event of a
deficit in the Performance Bonus Fund RPO shall pay to Texas
HealthSpring, within thirty (30) days of the final reconciliation, any
monies owed as a result of such deficit. Texas HealthSpring and RPO
agree to share equally in the surpluses and deficits of the
Performance Bonus Fund as set forth below.
PERFORMANCE BONUS FUND
TEXAS HEALTHSPRING = 50%
RPO = 50%
E. MEMBER HOLD HARMLESS
RPO and RPO Provider shall accept as payment in full for Covered Medical
Services provided to Medicare+Choice Members the compensation specified in
Section D of this Addendum. RPO agrees and shall cause RPO Providers to
agree that in no event, including, but not limited to nonpayment by Texas
HealthSpring or RPO, Texas HealthSpring's or RPO's insolvency, or breach of
this Agreement shall RPO or RPO Provider xxxx, charge, collect a deposit
from, or seek compensation, remuneration, or reimbursement from, or have
any recourse against, Medicare+Choice Members or persons other than Texas
HealthSpring or RPO acting on Medicare+Choice Member's behalf for services
provided under this Agreement. This provision shall not prohibit RPO or RPO
Provider from collecting from Medicare+Choice Members any applicable
Copayments or fees for non-Covered Medical Services delivered on a
fee-for-service basis to a Medicare+Choice Member. With respect to Covered
Medical Services furnished prior to the termination of this Agreement, this
section shall survive the termination of this Agreement (regardless of the
reason for termination, including insolvency of Texas HealthSpring or RPO),
shall be construed to be for the benefit of Medicare+Choice Members, and
supersedes any oral or written contrary agreement now existing or later
entered into during the term of this Agreement between RPO or RPO Provider
and a Medicare+Choice Member or persons acting on a Medicare+Choice
Member's behalf. RPO and RPO Provider acknowledge that in the event of
Texas
HealthSpring's insolvency or other cessation of operations, benefits to
Medicare+Choice Members will continue through the period for which payment
from CMS to Texas HealthSpring has been paid, and benefits of
Medicare+Choice Members who are inpatients in a hospital on the date of
insolvency or other cessation of operations will continue until their
discharge. No changes in the insolvency protection or continuation of
benefits provisions under this Section shall be made without prior written
approval of CMS, if applicable
F. MEDICARE AS SECONDARY PAYOR
RPO and RPO Provider shall not be entitled to payment by Texas HealthSpring
for the provision of Covered Medical Services to the extent that the
Medicare program is not the primary payer, as determined in accordance with
the relevant provisions of section 1862(b) of the Social Security Act and
42 C.F.R. Part 411, except as set forth in this Section. RPO and RPO
Provider agree to assist Texas HealthSpring in identifying payers that are
primary to the Medicare program, determining the amounts payable by those
payers and coordinating Covered Medical Services with the benefits of the
primary payer in accordance with Texas HealthSpring policies and procedures
relating to coordination of benefits. RPO and RPO Provider are authorized
to charge other individuals or entities for Covered Medical Services
provided to a Medicare+Choice Member for which Medicare is not the primary
payer, as follows: if such Covered Medical Services are also covered under
(a) State or federal workers' compensation, any no-fault insurance or any
liability insurance policy or plan, including a self-insured plan, RPO or
RPO Provider may charge: (i) the insurance carrier, (ii) employer, (iii)
any other entity that is liable for payment for the Covered Medical
Services as a primary payer, or (iv) the Medicare+Choice Member (to the
extent such Medicare+Choice Member has been paid by the carrier, employer,
or entity for such Covered Medical Services); and (b) a group health plan
or large group health plan, RPO or RPO Provider may charge: (i) the group
health plan or large group health plan; or (ii) the Medicare+Choice Member,
to the extent that such Medicare+Choice Member has been paid by either such
plan.
G. TERM AND TERMINATION
1. NOTICE OF TERMINATION. Notwithstanding any other statement in this
Agreement to the contrary, RPO and Texas HealthSpring shall give
written notice to the other party on or before April 1st of each
calendar year before terminating without cause this Addendum for the
Medicare+Choice Benefit Program and this Agreement to be effective
December 31st of such calendar year in order for Texas HealthSpring to
meet its next annual filing with CMS for continuation of the
Medicare+Choice Benefit Program which annual filing occurs prior to
July 1st of any calendar year. RPO shall give at least ninety (90)
days written notice to Texas HealthSpring of the termination of an RPO
Provider's participation as a Participating Provider.
2. PROVIDER CREDENTIALING AND PROVIDER RIGHTS. In the event Texas
HealthSpring denies, suspends, or terminates this Agreement, this
Addendum, or RPO Provider's participation under this Agreement or this
Addendum, Texas HealthSpring shall provide RPO and RPO Provider
written notice of the
following: (1) the reasons for the action; (ii) the standards and the
profiling data Texas HealthSpring used to evaluate RPO or RPO
Provider; (iii) the numbers and mix of health care professionals the
organization needs; and (iv) RPO or RPO Provider's right to appeal the
action and the process and timing for requesting a hearing.
H. ACCESS TO BOOKS AND RECORDS
1. ACCESS TO RECORDS. RPO hereby agrees and shall cause RPO Provider to
agree to the following: the Department of Health and Human Services
(DHHS), the Comptroller General, or their designee may evaluate,
through inspection or other means: (a) the quality, appropriateness,
and timeliness of services furnished to Medicare+Choice Members; and
(b) the Facilities. RPO and RPO Provider further agree that DHHS, the
Comptroller General, or their designees may audit, evaluate, or
inspect any books, contracts, medical records, patient care
documentation, and other records of RPO or RPO Provider (or its
assignee) that pertain to any aspect of services performed,
reconciliation of benefit liabilities, and determination of amounts
payable under CMS Contract, or as the Secretary of the federal
Department of Health and Human Services may deem necessary to enforce
the CMS Contract. RPO agrees and shall cause RPO Providers to make
available, for the purposes specified in this Section, their premises,
physical facilities and equipment, records relating to Medicare+Choice
Members, and any additional relevant information that CMS may require.
RPO and RPO Provider further agree that DHHS, the Comptroller General,
or their designee's right to inspect, evaluate, and audit extends
through six (6) years from the final date of the contract period of
CMS Contract or completion of any audit, whichever is later.
2. CONFIDENTIALITY OF RECORDS. For any medical records or other
information RPO and RPO Provider maintain with respect to
Medicare+Choice Members, RPO and RPO Provider must establish
procedures to: (a) safeguard the privacy of any information that
identifies a Medicare+Choice Member; (b) release information from, or
copies of, records only to authorized individuals; (c) ensure that
unauthorized individuals cannot gain access to or alter
Medicare+Choice Member records; (d) release original medical records
only in accordance with Federal and State laws, court orders, or
subpoenas; (e) maintain the records and information in an accurate and
timely manner; (f) ensure timely access by Medicare+Choice Members to
the records and information that pertain to them; and (g) abide by all
State and federal laws regarding confidentiality and disclosure for
mental health records, medical records, other health information and
Medicare+Choice Member information.
3. EXCHANGE OF INFORMATION. RPO and RPO Provider shall maintain each
Medicare+Choice Member medical record in accordance with standards
established by Texas HealthSpring and shall cooperate with Texas
HealthSpring to ensure that there is appropriate and confidential
exchange of information among provider network components.
I. MISCELLANEOUS
1. COMPLIANCE WITH LAWS. RPO, RPO Provider, Texas HealthSpring agree to
comply with: (a) Title VI of the Civil Rights Act of 1964 as
implemented by regulations at 45 C.F.R part 84; (b) The Age
Discrimination Act of 1975 as implemented by regulations at 45 C.F.R.
part 91; (c) The Rehabilitation Act of 1973; (d) The Americans With
Disabilities Act; and (e) all other applicable laws and rules,
including, without limitation, all applicable Medicare rules and
regulations and CMS instruction. RPO and RPO Provider acknowledge that
Texas HealthSpring receives federal funds and that as a subcontractor
of Texas HealthSpring, the payments RPO and RPO Provider receive under
this Agreement are, in whole or in part, from federal funds. RPO
agrees and shall cause RPO Providers to comply with all laws, rules,
and regulations applicable to entities receiving federal funds.
2. AMENDMENT. The following provisions shall be in addition to the
amendment provisions under this Agreement. RPO agrees on behalf of
itself and RPO Providers that any modification, addition or deletion
of the provisions of the CMS Contract that are required by CMS or by
change in law shall be automatically incorporated and effective
immediately under this Agreement.
EXHIBIT 1 TO ADDENDUM A
RPO SERVICE AREA BY COUNTY
MEDICARE+CHOICE BENEFIT PROGRAM
Xxxxxx
Fort Bend
Jefferson
CONFIDENTIAL, PROPRIETARY AND TRADE SECRET
EXHIBIT 2 TO ADDENDUM A
CAPITATION COMPENSATION SCHEDULE
MEDICARE+CHOICE BENEFIT PROGRAM
1. RPO shall accept the following Capitation Compensation as payment in full
from Texas HealthSpring for RPO Risk Services provided to Medicare+Choice
Members assigned to Primary Care Physician. Texas HealthSpring
("Institutional Risk Manager") shall receive Capitation Compensation as
payment in full for Institutional Risk Services provided to Medicare+Choice
Members assigned to Primary Care Physician.
CAPITATION COMPENSATION SCHEDULE
Allocation of CMS Payment to Texas HealthSpring Percentage or PMPM
-------------------------------------------------- ------------------
RPO Capitation Compensation 35.8%
Institutional Risk Manager Capitation Compensation 54.2%
Texas HealthSpring administration 10.0%
2. Texas HealthSpring shall make separate Capitation Compensation payments to
RPO and Institutional Risk Manager in the form of a fixed percentage of the
CMS Payment received monthly by Texas HealthSpring for those individuals
designated as Medicare+Choice Members as of the first (1st) day of the
month. Texas HealthSpring will make these monthly Capitation Compensation
payments to RPO and Institutional Risk Manager on or before the fifteenth
(15th) day of the month. Medicare+Choice Capitation Compensation shall be
based on the number of Medicare+Choice Members as of the fist (1st) day of
the month.
3. The total amount to be paid by Texas HealthSpring each month to RPO and
Institutional Risk Manager for providing or arranging Covered Medical
Services to Medicare+Choice Members shall be ninety percent (90.00%) of the
total CMS Payment. The ninety percent (90%) of the total CMS Payment shall
be divided, as follows: (i) to RPO for RPO Risk Services, an amount equal
to (35.8%) of the total CMS Payment, plus (ii) to Institutional Risk
Manager for Institutional Risk Services an amount equal to (54.2%) of the
total CMS Payment. The remaining ten percent (10%) of the total CMS Payment
shall be payment to Texas HealthSpring for its administration services.
4. Each month, Texas HealthSpring will provide RPO and Institutional Risk
Manager an eligibility file of all Medicare+Choice Members. RPO and
Institutional Risk Manager shall each receive the same eligibility file.
The monthly CMS Payment that is paid by Texas HealthSpring to RPO and
Institutional Risk Manager are prepaid amounts for all Covered Medical
Services provided by RPO, through Institutional Risk Manager for
Medicare+Choice Members. Texas HealthSpring shall provide RPO and
Institutional Risk Manager respectively with a monthly list of
Medicare+Choice Member for whom RPO is responsible for rendering RPO Risk
Services and for whom Institutional Risk Manager is responsible for the
provision of Institutional Risk Services respectively
during such month. Texas HealthSpring shall provide RPO and Institutional
Risk Manager respectively with an electronic data file reporting such
Medicare+Choice Members for whom RPO is responsible for rendering RPO Risk
Services and for whom Institutional Risk Manager is responsible for the
provision of Institutional Risk Services respectively by the tenth (10th)
day of each month.
5. Capitation Compensation for any month shall reflect those Medicare+Choice
Members designated as Texas HealthSpring enrollees by CMS as of the first
(1st) day of the month. In the event an individual is retroactively added
or deleted as a Medicare+Choice Member, the associated debits and credits
for said individual shall be reflected in the Capitation Compensation
payment to RPO and Institutional Risk Manager for the month after Texas
HealthSpring is notified by CMS of such addition or deletion, but only to
the extent that such additions or deletions are reflected in the CMS
Payment. Texas HealthSpring shall not otherwise pay Capitation Compensation
to RPO or Institutional Risk Manager for Medicare+Choice Members
retroactively, regardless of the month in which they were added as
Medicare+Choice Members.
EXHIBIT 3 TO ADDENDUM A
DIVISION OF FINANCIAL RESPONSIBILITY MATRIX
MEDICARE+CHOICE BENEFIT PROGRAMS
DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK PERFORMANCE
SERVICES AGREED UPON BETWEEN RPO AND RPO INSTITUTIONAL RISK BONUS FUND
INSTITUTIONAL RISK MANAGER] RISK SERVICES SERVICES SERVICES
--------------------------------------------------- ---------------- ------------------ ----------------
AIDS X X
- Professional Component
- Facility Component X X
ALLERGY X X
- Testing
- Serum X X
AMBULANCE, AIR OR GROUND X X
- In Service Area
- Out of Service Area X X
AMNIOCENTESIS X X
- Professional Component
- Office Based Facility Component X X
- Non-Office Based Facility Component X X
ANESTHETICS, ADMINISTRATION OF X X
ANGIOGRAPHY X X
- Professional Component
- Facility Component X X
APNEA MONITOR (DME) X X
ARTIFICAL INSEMINATION X X
- Professional Component
- Facility Component X X
ARTIFICAL LIMBS (Prosthetics) X X
BIOFEEDBACK X X
- When ordered by RPO/medical group
physician/provider
- When ordered by Chemical XUsing Texas X
Dependency/Detox/Mental Health HealthSpring MH
physician/therapist/provider vendor
BLOOD & BLOOD PRODUCTS X X
- Professional component
- Transfusions X X
- inpatient administration, storage and X X
processing of blood and blood products
- Autologous blood donation X X
CHEMICAL DEPENDENCY REHABILITATION XUsing Texas X
- Professional Component HealthSpring MH
vendor
- Facility Component XUsing Texas X
HealthSpring MH
vendor
CHEMOTHERAPY X X
- Professional Component
- Drugs (HCPCS J9000) X X
- Adjunct drugs for administration X X
CHIROPRACTIC X X
DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK PERFORMANCE
SERVICES AGREED UPON BETWEEN RPO AND RPO INSTITUTIONAL RISK BONUS FUND
INSTITUTIONAL RISK MANAGER] RISK SERVICES SERVICES SERVICES
--------------------------------------------------- ---------------- ------------------ ----------------
CIRCUMCISION X X
- Professional Component
- Facility Component X X
COLOSTOMY SUPPLIES X X
- Inpatient
- Outpatient
CONTACT LENSES X X
- Interocular Lens (Surgically Implanted)
- Incident to Cataract Surgery
COSMETIC SURGERY X X
- Professional Component
- Facility Component X X
DENTAL SERVICES (Medically Necessary dental repair) X X
- Professional Component
- Office Based Facility Component X X
- Facility Component X X
DETOX XUsing Texas X
- Professional Component HealthSpring MH
Vendor
- Facility Component XUsing Texas X
HealthSpring MH
Vendor
DIAGNOSTIC SERVICES (Other than Radiology Services) X X
- Inpatient, Professional Component
- Inpatient, Facility Component X X
- Outpatient, Professional Component X X
- Outpatient, Office Based Facility Component X X
- Outpatient, Facility Component X X
DURABLE MEDICAL EQUIPMENT X X
- Surgically Implanted
- Impatient
- Outpatient
EMERGENCY CARE X X
- Professional Component
- Facility Component X X
EMPLOYMENT PHYSICAL Not Covered Not Covered Not Covered
Medical Services Medical Services Medical Services
ENDOSCOPIC STUDIES X X
Professional Component
- With Biopsy
- Without Biopsy
Facility (Office Based) Component X X
- With Biopsy
- Without Biopsy
Facility (Non-Office Based) Component X X
- With Biopsy
- Without Biopsy
DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK PERFORMANCE
SERVICES AGREED UPON BETWEEN RPO AND RPO INSTITUTIONAL RISK BONUS FUND
INSTITUTIONAL RISK MANAGER] RISK SERVICES SERVICES SERVICES
--------------------------------------------------- ---------------- ------------------ ----------------
EXPERIMENTAL PROCEDURES Not Covered Not Covered Not Covered
Medical Services Medical Services Medical Services
FAMILY PLANNING X X
- Professional Component
- Facility Component X X
- Insertion of Contraceptive Device X X
- Diaphragms/IUD (dispensed by physician) X X
- Diaphragms/IUD (dispensed by pharmacy) Using Texas X
HealthSpring PBM
- Oral Contraceptives Using Texas X
HealthSpring PBM
- Reversal of Sterilization Not Covered Not Covered Not Covered
Medical Services Medical Services Medical Services
FETAL MONITORING X X
- Inpatient, Facility
- Outpatient, Facility X X
- Outpatient, Professional X X
- Inpatient, Professional X X
GENETIC TESTING X X
HEALTH EDUCATION X X
- Inpatient
- Outpatient X X
HEALTH EVALUATION (Professional services - physical X X
examination)
HEARING SCREENING X X
HEMODIALYSIS X X
- Professional Component
- Inpatient, Facility Component X X
- Outpatient, Facility Component
HOME HEALTH CARE X X
HOSPICE SERVICES(1) X X
- Professional Component
- Inpatient X X
----------
(1) Medical care services and health care services related to the terminal
illness leading to hospice care are excluded from IPA Risk Services and
Institutional Risk Services.
DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK PERFORMANCE
SERVICES AGREED UPON BETWEEN RPO AND RPO INSTITUTIONAL RISK BONUS FUND
INSTITUTIONAL RISK MANAGER] RISK SERVICES SERVICES SERVICES
----------------------------------------- ------------- ------------------ -----------
HOSPITAL BASED PHYSICIANS X X
- Anesthesiology
- Audiology
- Cardiology
- Neonatology
- Neurology
- Nephrology
- Nuclear Medicine
- Pathology
- Physical Medicine
- Pulmonary
- Radiology
- Radiation Oncology
- Surgeon
HOSPITALIZATION X X
- Professional Component
- Facility Component X X
HYPERBARIC CHAMBER
- Professional Component X X
- Facility Component X X
HYPERBARIC CHAMBER
- Professional Component X X
- Facility Component X X
IMMUNIZATIONS & INOCULATIONS
- As Medically Indicated X X
- For Work/Travel Not Covered Not Covered Not Covered
Medical Medical Services Medical
Services Services
INFERTILITY
- Professional Component X X
- Facility Component X X
INJECTIONS & INJECTED SUBSTANCES
- Administered by RPO Provider X X
- Self-administered by Member -
injected substances dispensed by
RPO/medical group physician/provider X X
- Self-administered by Member -
coverage as defined by CMS (see
Organ Transplant) X X
INSULIN & SYRINGES X X
LABORATORY SERVICES
- Outpatient X X
- Inpatient X X
LITHOTRIPSY
- Professional Component X X
- Facility Component X X
MAMMOGRAPHY X X
- Professional Component
- Facility Component
MEDICATION
- Inpatient, including take home drugs X X
DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK PERFORMANCE
SERVICES AGREED UPON BETWEEN RPO AND RPO INSTITUTIONAL RISK BONUS FUND
INSTITUTIONAL RISK MANAGER] RISK SERVICES SERVICES SERVICES
----------------------------------------- ------------- ------------------ -----------
- Home I.V. Therapy X X
- Outpatient, covered injectables -
dispensed by RPO/medical group
physician/provider X X
- Outpatient, all other covered Using Texas X
non-injectable medications (see HealthSpring PBM
Texas HealthSpring formulary for
benefits)
MENTAL HEALTH Using Texas
- Inpatient, Facility Component HealthSpring MH X
vendor
- Inpatient, Professional Component Using Texas X
HealthSpring MH
vendor
- Outpatient, Professional Component X Using Texas X
HealthSpring MH
vendor
NUCLEAR MEDICINE
- Inpatient, Facility Component X X
- Outpatient, Facility Component X X
- Professional Component X X
NUTRITION/DIETETIC COUNSELING
- Inpatient, Professional Component X X
- Outpatient, Professional Component X X
OB/GYN EXAM (Professional services) X X
OB COMPLICATION
- Inpatient, Professional Component X X
- Inpatient, Facility Component X X
- Outpatient, Office Based Diagnostic
Services X X
- Outpatient, Non Office Based
Diagnostic Services X X
OFFICE VISIT SUPPLIES, SPLINTS, BANDAGES,
ETC. X X
OPTOMETRY (other than Medically Necessary Not Covered Not Covered Not Covered
Refractions) Medical Medical Services Medical
Services Services
ORGAN TRANSPLANTS X X
- Professional Component
- Facility Component X X
- Member self-administered drugs (i.e.
blood clotting factors,
immunosuppressive therapy,
osteoporosis therapy, erythropoietin
(dialysis), etc.) X X
OUT-OF-MEDICARE+CHOICE SERVICE AREA
SERVICES/OUT-OF-NETWORK SERVICES
(as directed or referred by RPO or
RPO Provider) X
- Professional Component X X
- Facility Component X X
OUTPATIENT SURGERY (Non Office Based
Services)
- Facility Component X X
DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK PERFORMANCE
SERVICES AGREED UPON BETWEEN RPO AND RPO INSTITUTIONAL RISK BONUS FUND
INSTITUTIONAL RISK MANAGER] RISK SERVICES SERVICES SERVICES
----------------------------------------- ------------- ------------------ -----------
- Professional Component
(interpretative physicians) X X
- Professional Component (other -
surgeon, assistant surgeon, etc.) X X
- Anesthesiology X X
OUTPATIENT SURGERY - FACILITY BASED
PHYSICIANS X X
- Anesthesiology
- Audiology
- Cardiology
- Emergency Room
- Diagnostic Services
- Neonatology
- Neurology
- Nephrology
- Pathology
- Physical medicine
- Pulmonary
- Radiology
- Radiation Oncology
- Surgeon
PACEMAKERS AND OTHER IMPLANTABLE DEVICES
- Inpatient
- Office Based X X
PART A CMS DEFINED COVERED MEDICAL
SERVICES X X
PART B CMS DEFINED COVERED MEDICAL
SERVICES X X
PEDIATRIC SERVICE (Professional Newborn
Care) X X
PHYSICIAN VISITS
- Hospitalist
- To SNF
- To Patient's Home X X
PHYSICIAN OFFICE VISITS/CONSULTATIONS X X
PODIATRY SERVICES
- Non-Office Based Facility Component X X
- Office Based Facility Component X X
- Non-Office Based Professional
Component X X
- Office Based Professional Component X X
POLYSOMNOGRAPHY
- Professional Component X X
- Facility Component X X
PRE-ADMISSION TESTING
- Facility Component X X
- Professional Component X X
DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK PERFORMANCE
SERVICES AGREED UPON BETWEEN RPO AND RPO INSTITUTIONAL RISK BONUS FUND
INSTITUTIONAL RISK MANAGER] RISK SERVICES SERVICES SERVICES
----------------------------------------------------- ---------------- ------------------- ----------------
PREGNANCY
- Facility Component X X
- Professional Component X X
PRESCRIPTION DRUGS (See Texas HealthSpring formulary X Using Texas
for benefits) HealthSpring PBM X
PROSTHETIC DEVICES
- Surgically Implanted
- Outpatient X X
RADIATION THERAPY
- Facility Component X X
- Professional Component X X
RADIOLOGY SERVICES
- Inpatient (Professional) X X
- Inpatient (Facility) X X
- Outpatient (Professional) X X
- Outpatient (Facility) X X
- Outpatient Surgery (Professional) X X
- Outpatient Surgery (Facility) X X
RECONSTRUCTIVE SURGERY
- Professional Component X X
- Facility Component X X
- Prosthetics X X
REFRACTIONS (other than Medically Necessary services) Not Covered Not Covered Medical Not Covered
Medical Services Services Medical Services
REFRACTIONS (Medically Necessary Ophthalmologic
services) X X
REHABILITATION
- Inpatient, Professional Component X X
- Inpatient, Facility Component X X
- Outpatient, Professional Component X X
- Outpatient, Office Based Facility Component X X
- Outpatient, Non-Office Based Facility Component X X X
SKILLED NURSING FACILITY
- Facility Component X X
- Professional Component X X
SOCIAL SERVICES - MEDICAL X X
- Inpatient
- Outpatient X X
SPECIALIST CONSULTATIONS X X
SURGICAL SUPPLIES X X
- Inpatient Facility
- Outpatient Facility X X
- Outpatient, Office Based X X
TISSUE PLASMINOGEN (TPA) X X
TMJ X X
- Professional Component
- Facility Component X X
DESCRIPTION OF SERVICES
[RPO RISK SERVICES AND INSTITUTIONAL RISK PERFORMANCE
SERVICES AGREED UPON BETWEEN RPO AND RPO INSTITUTIONAL RISK BONUS FUND
INSTITUTIONAL RISK MANAGER] RISK SERVICES SERVICES SERVICES
----------------------------------------------------- ---------------- ------------------- ----------------
- Office Based Facility Component X X
TRANSITIONAL CARE, INPATIENT X X
- Professional Component
- Facility Component X X
URGENT CARE X X
- Facility Component
- Office Based Facility Component X X
- Professional Component X X
VISION SCREENING (Non-Refraction Professional
Services) X X
VISION CARE X X
- Implanted lenses for cataract surgery,
Professional Component
- Implanted lenses for cataract surgery, Facility
Component X X
- Lenses and frames incidental to cataract surgery X X
- All other eyeglasses or corrective lenses and Not Covered Not Covered Medical Not Covered
frames Medical Services Services Medical Services
ASSIGNMENT OF THE AGREEMENT
BY AND BETWEEN
HEALTHSPRING, INC.
AND
RENAISSANCE PHYSICIAN ORGANIZATION
This assignment (the "Assignment") shall hereby assign the Amended and Restated
IPA Services Agreement executed by and between RENAISSANCE PHYSICIAN
ORGANIZATION (referred to as "RPO") and HEALTHSPRING, INC. D/B/A TEXAS
HEALTHSPRING, INC. ("HealthSpring"). Unless otherwise indicated herein, all
defined terms included herein shall have the same meanings attributed to such
terms in the Agreement and references to section numbers are to sections of the
Agreement. The Agreement is hereby assigned as follows, effective MARCH 31, 2003
with performance to begin as of the date that HealthSpring is licensed by TDI as
a basic services health maintenance organization (the "Assignment Effective
Date").
RECITALS
WHEREAS, HealthSpring is a Tennessee corporation licensed in Texas as a health
maintenance organization and duly authorized to arrange for the provision of
services to Members enrolled in HealthSpring's Medicare+Choice Benefit Program;
WHEREAS, Texas HealthSpring I, LLC (Texas HealthSpring) is a Texas limited
liability company licensed by TDI as a health maintenance organization and a
direct Affiliate of HealthSpring, Inc.;
WHEREAS, RPO is an entity licensed or approved in Texas to directly or
indirectly provide or arrange for the provision of healthcare services to
Medicare+Choice Plan Members; and
WHEREAS, HealthSpring desires to assign the Agreement to its Affiliate Texas
HealthSpring I, LLC for all purposes as of the Assignment Effective Date.
NOW THEREFORE, and in consideration of the mutual covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and stipulated for all purposes, the
parties agree as follows:
AGREEMENT
I. ASSIGNMENT OF AGREEMENT. The Agreement is hereby assigned to TEXAS
HEALTHSPRING I, LLC as per the assignment provisions set forth in the
Agreement which provide for assignment of the Agreement to an Affiliate
without the written consent of RPO.
II. ALL OTHER TERMS OF AGREEMENT TO REMAIN UNCHANGED. Except as specified
herein, the terms and conditions of the Agreement shall remain in full
force and effect as if fully set forth herein.
IN WITNESS WHEREOF, HealthSpring has executed this Assignment of the Agreement
as of the Assignment Effective Date above written.
HEALTHSPRING, INC.
-------------------------------------
Signature
Xxxxxxx X. Xxxxxx
Printed Name
CEO
Title
7-1-03
Date
AMENDMENT
TO THE
IPA SERVICES AGREEMENT
BY AND BETWEEN
TEXAS HEALTHSPRING I, LLC
AND
RENAISSANCE PHYSICIAN ORGANIZATION, INC.
This amendment (the "Amendment") shall amend the IPA Services Agreement (the
"Agreement") dated March 1, 2003 executed by and between TEXAS HEALTHSPRING I,
LLC. ("Texas HealthSpring") and RENAISSANCE PHYSICIAN ORGANIZATION, INC.
("RPO"). Unless otherwise indicated herein, all defined terms included herein
shall have the same meanings attributed to such terms in the Agreement and
references to section numbers are to sections of the Agreement. This Agreement
is hereby amended as follows, effective JULY 1, 2003 (the "Amendment Effective
Date").
RECITALS
WHEREAS, Texas HealthSpring is a HMO duly organized and licensed in the State of
Texas;
WHEREAS, RPO is a medical group, individual practice association, professional
association, corporation or other public or private entity that provides or
arranges for the provision of professional medical services and medical
products;
WHEREAS, both parties agree to amend the Agreement to reflect changes as set
forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein. Renaissance and Texas HealthSpring agree as follows:
1. This Agreement is hereby amended in that RPO agrees that all Specialist
Physician, Ancillary, Hospital Based Physician and Inpatient Manager
Agreements currently held by Renaissance Physician Organization will be
available to Texas HealthSpring to accept referrals from Primary Care
Physicians affiliated with Texas HealthSpring through a direct Physician
Services Agreement. The reimbursement from Texas HealthSpring to the
aforementioned providers shall be in accordance with Schedule A-4 Fee For
Service of the contract between the referenced provider and RPO.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the Effective Date above written.
RENAISSANCE PHYSICIAN ORGANIZATION TEXAS HEALTHSPRING I, LLC
------------------------------------- ----------------------------------------
Signature Signature
Chairman CEO
Title Title
6/26/03 7-1-03
Date Date
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED IPA SERVICES AGREEMENT
BY AND BETWEEN
TEXAS HEALTHSPRING I, LLC
AND
RENAISSANCE PHYSICIAN ORGANIZATION, INC
This second amendment (the "Amendment") shall amend the Amended and Restated IPA
Services Agreement (as amended by that certain Amendment to IPA Services
Agreement effective July 1, 2003, the "Agreement") dated MARCH 1, 2003 executed
by and between HEALTHSPRING INC., D/B/A TEXAS HEALTHSPRING, INC.
("HealthSpring") and RENAISSANCE PHYSICIAN ORGANIZATION, INC. ("RPO"). Unless
otherwise indicated herein, all defined terms included herein shall have the
same meanings attributed to such terms in the Agreement and references to
section numbers are to sections of the Agreement. The Agreement is hereby
amended as follows, effective OCTOBER 15, 2004 (the "Amendment Effective Date").
RECITALS
WHEREAS, effective as of March 31, 2003, HealthSpring assigned all of its rights
and obligations under the Agreement to Texas HealthSpring I, LLC, a Texas
limited liability company ("Texas HealthSpring");
WHEREAS, Texas HealthSpring is a HMO duly organized and licensed in the State of
Texas;
WHEREAS, RPO is a medical group, individual practice association, professional
association, corporation or other public or private entity that provides or
arranges for the provision of professional medical services and medical
products;
WHEREAS, both parties agree to further amend the Agreement to reflect changes as
set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, Renaissance and Texas HealthSpring agree as follows:
1. The Agreement is hereby amended in that Section 4.1, "Term", is deleted in
its entirety and replaced with Section 4.1, "Term", as set forth below:
"4.1 TERM. The term of this Agreement shall be effective for an
initial term beginning as of the Effective Date and shall continue
though December 31, 2014 (the "Initial Term"). Following the Initial
Term, this Agreement shall automatically renew for successive one (1)
year periods. Either party may notify the other in writing of its
intent to terminate in accordance with this Agreement at least one
hundred and eighty (180) days prior to the end of the then-current
term of the Agreement."
2. The Agreement is hereby amended in that Section 4.4, "Termination Due to
Material Breach", is deleted in its entirety and replaced with Section 4.4,
"Termination Due to Material Breach", as set forth below:
"4.4 TERMINATION DUE TO MATERIAL BREACH. In the event that either RPO
or Texas HealthSpring fails to cure a material breach of this
Agreement within ninety (90) days of receipt of written notice to cure
from the other, the non-defaulting party may terminate this Agreement,
effective as of the expiration of said ninety (90) day period. If the
breach is cured within such ninety (90) day period, or if the breach
is one which cannot reasonably be cured within ninety (90) days, and
the defaulting party makes substantial and diligent progress toward
curing such default during such ninety (90) day period, this Agreement
shall remain in full force and effect. Either party may terminate this
Agreement immediately by providing written notice to the other party
upon (i) the filing by or against a party in a court of competent
jurisdiction of a petition for bankruptcy, reorganization,
dissolution, liquidation, or receivership; or (ii) the inability of a
party to pay its debts as they mature or an assignment of assets by a
party for the benefit of its creditors."
3. The Agreement is hereby amended in that Section 4.6, "Successor Entity or
Management", is deleted in its entirety.
4. The Agreement is hereby amended in that Section 6.2 "Assignment" is deleted
in its entirety and replaced with Section 6.2, "Assignment", as set forth
below:
"6.2 ASSIGNMENT. Except as may be specifically provided herein to the
contrary, this Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their respective legal representatives,
successors, and assigns. Neither this Agreement, nor any of RPO's
rights or obligations hereunder, is assignable by RPO without the
prior written consent of Texas HealthSpring, which consent shall not
be unreasonably withheld or delayed. Texas HealthSpring may, without
RPO's consent, assign this Agreement. However, subject to the
following sentence, where such an assignment occurs without RPO's
consent to an entity other than a Permitted Assignee (as hereinafter
defined), RPO shall, for 30 days, have the right to give the assignee
notice of termination of the Agreement effective 180 days from the
date of such notice, in the event that such assignment would create a
commercially reasonable expectation that the obligations of Texas
HealthSpring would not be able to be satisfactorily performed by the
assignee in accordance with the terms of the Agreement.
Notwithstanding the previous sentence, RPO shall not have the right to
terminate the Agreement unless the assignee has terminated more than
50% of Senior Management (as hereinafter defined). For purposes of
this Section 6.2 and Section 6.8,(i) "Senior Management" shall be
defined as the president, the chief financial officer / chief
operating officer, vice president of network operations and the Member
IPA administrators of GulfQuest, LP (approximately six individuals as
of the date hereof); (ii) "Member IPAs" shall mean Central Houston
POD, LLC, Eastside IPA, LLC, Gulf Coast IPA, LLC, Merit IPA, LLC,
Metropolitan IPA, LLC, Northwest Suburban IPA, LLC, Pasadena IPA, LLC,
Space Center IPA, PA, Southeast Associates-Baytown, LLC, Southwest
IPA, LLC, West Houston IPA, LLC and their successors and assigns and
(iii) a "Permitted Assignee" of any particular entity or other person
means any other entity or other person controlling, controlled by or
under common control with such person (for purposes of this
definition, "control" (including the terms "controlling," "controlled
by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of
voting securities, by contract or otherwise)."
5. The Agreement is hereby amended in that Section 6.8, "Exclusive Contract",
is deleted in its entirety and replaced with Section 6.8, "Exclusive
Contract", as set forth below:
"6.8 EXCLUSIVE CONTRACT. Texas HealthSpring shall not enter into
agreements with delegated physician networks in Harris, Jefferson, Ft.
Bend, Brazoria, Galveston, Xxxxxxxx, Orange, Xxxxxx, Liberty,
Montgomery, Waller, Austin, or Xxxxxxx counties without the express
written consent of RPO. Notwithstanding the foregoing, and in the
event RPO is unwilling or unable to provide services to a Member,
Texas HealthSpring shall have the ability to contract on a direct
basis, when services are not able to reasonably be provided, or are
not provided, by RPO in Texas HealthSpring's sole discretion, to
ensure Member access is compliant with all applicable state and
federal laws, rules or regulations and reasonable industry standards
of care. Throughout the Term of this Agreement, RPO agrees that it
shall not, and it shall cause its Member IPAs to not, directly or
indirectly, provide health care services to any company providing
health care coverage to Medicare beneficiaries under the Medicare
Advantage (or successor program) with respect to any such company's
coverage of Medicare beneficiaries under the Medicare Advantage (or
successor) programs other than to Texas HealthSpring."
6. The Agreement is hereby amended in that Section G 1, "Notice of
Termination", of Addendum A to the Agreement is deleted in its entirety.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
the Agreement as of the Amendment Effective Date above written:
RENAISSANCE PHYSICIAN ORGANIZATION TEXAS HEALTHSPRING I, LLC
------------------------------------- ----------------------------------------
Signature Signature
Acting Chairman COO/CFO
Title Title
10-15-2004 10/15/04
Date Date
