CERTAIN INFORMATION IN THIS EXHIBIT IS SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, SUCH INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF SUCH OMITTED
INFORMATION HAS BEEN INDICATED WITH AN ASTERISK[*].
MULTIPLAN, INC.
PARTICIPATING FACILITY AGREEMENT
THIS AGREEMENT, effective February 1, 1998 is entered into between MultiPlan,
Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000 (Multiplan) and MEDIQUICK
SERVICES, L.L.C with principal offices located at 0 Xxxxxxxx Xxxxx 0000,
Xxxxxxx, XX 00000 (Provider).
WHEREAS, MultiPlan represents and is authorized by various organizations and
institutions, including employers, third party administrators and other similar
entities (Clients), who provide or administer health care coverage pursuant to a
benefit plan, Workers' compensation programs, automobile liability coverage, or
other programs (Benefit Programs) for covered individuals (Participants) to
establish a preferred provider relationship with Provider as described herein;
and
WHEREAS, Provider wants to provide health care services in accordance with the
terms of this Agreement;
THEREFORE, in consideration of the foregoing and of the mutual covenants,
promises and undertakings herein and intending to be legally bound hereby, the
parties agree as follows:
A. RESPONSIBILITIES OF MULTIPLAN
1. NOTIFICATION. MultiPlan agrees to notify its participating Clients
that Provider is participating in the MultiPlan network and to
distribute to its Clients material made available to MultiPlan by
Provider about Provider's services.
2. LIMITATIONS. MultiPlan does not determine benefits eligibility or
availability for Clients' Participants and does not exercise any
discretion or control as to Clients' Benefit Program assets, with
respect to policy, payment, interpretation, practices, or procedures.
MultiPlan is not the administrator, insurer, underwriter, or guarantor
of Clients' Benefit Programs, and MultiPlan is not liable for the
payment of services under Clients' Benefit Programs. Nothing in this
Agreement shall be construed as interfering with the freedom of choice
of eligible Participants.
3. REFERRALS. MultiPlan shall maintain a twenty-four hour-a-day
toll-free telephone referral system for the purpose of advising
Clients and Participants of providers in MultiPlan's Network. Provider
shall be included in this referral system.
4. GRIEVANCES AND APPEALS. MPI shall maintain a grievance and appeal
mechanism that shall be available to Provider as a forum for the
resolution of complaints and disputes pertaining to issues arising out
of this Agreement including but not limited to reimbursement and
quality management issues. In general, utilization management issues
will be referred to the Client.
B. RESPONSIBILITIES OF PROVIDER
1. PROVISION OF HEALTH CARE SERVICES. Provider solely shall be
responsible for the provision of health care advice and treatment
rendered, ordered, or authorized by Provider, its employees and/or
agents, with respect to Participants. Such services shall be provided
to Participants, including those covered by Workers' Compensation and
auto liability coverage, in accordance with community standards, in
the manner in which Provider renders services to other patients, and
without discrimination based on sex, race, color, religion, marital
status, sexual orientation, age, ancestry, or national origin.
2. LICENSURE AND CERTIFICATION. Provider shall comply with all laws
relating to furnishing health care services to Participants and
maintain in effect all permits, licenses and governmental approvals
which may from time to time be necessary for that purpose. Provider
shall maintain Medicare certification, as well as accreditation by
JCAHO or another acceptable body. Provider shall deliver to MultiPlan
a copy of Provider's current certificate of accreditation which shall
be annexed to this Agreement as Exhibit 1. Provider agrees to notify
MultiPlan within thirty days of any change in compliance with any of
these requirements. Provider shall notify MultiPlan of any pending
investigation, action, or sanction against it, any agent and/or any
employee, which may materially affect Provider's ability to perform an
obligation under this Agreement, or would otherwise bear on a
requirement of this paragraph.
3. UTILIZATION. Provider shall cooperate with all reasonable utilization
management programs administered by Clients or their designees to the
extent that such programs are consistent with community standards.
4. INSURANCE. Provider shall maintain professional liability insurance
covering Provider against claims arising out of the services to be
performed hereunder in the minimum amounts required by law or, in the
absence of statutory requirements, no less than the amounts shown on
Appendix A. If the form of insurance is "claims made," Provider shall
purchase appropriate tail coverage for claims, demands, or actions
made after termination of this Agreement in relation to acts or
omissions occurring during the term of this Agreement. Provider shall
provide MultiPlan with a copy of its certificate(s) of insurance.
Provider shall notify MultiPlan in writing within thirty days of
cancellation, non-renewal, and/or any material change in such
coverage.
5. PROVIDER GRIEVANCE PROCEDURES. Provider shall maintain procedures for
resolving grievances and shall cooperate with any grievance procedures
or programs sponsored by MultiPlan, Clients, or their designees.
Provider shall notify MultiPlan promptly upon knowledge of any
dispute, complaint, or grievance relating to patient care or other
disputes involving MultiPlan, its Clients, their designees, or
Participants.
6. DIRECTORY. Provider agrees that MultiPlan and/or Clients may use
Provider's name, address, telephone number and type of services or
facilities in any printed directory or other roster of participating
Providers.
C. FINANCIAL
1. COMPENSATION.
a. Provider agrees to accept as payment-in-full for covered services
rendered to Participants, the amounts due according to Appendix
A. Negotiated rates offered to MultiPlan shall be above any
prompt pay discounts offered to the general public or required by
law. If, during the term of this Agreement, Provider enters into
any other contract, agreement, or other arrangement under which
Provider provides substantially the same services at a negotiated
rate(s) less than that set forth in Appendix A, the lower
negotiated rate shall apply to covered services rendered under
this Agreement.
b. When Clients or their designees perform utilization reviews
and/or xxxx validations, eighty percent of the amount due
according to Appendix A, shall be paid by the Clients prior to
any review or validation. Based on the results of the review or
validation, Clients shall pay Provider the balance due, or
Provider shall make a refund to Client(s) within thirty business
days after the date the final approved amount is determined.
Clients shall not forfeit the negotiated rate when this procedure
is followed.
2. PAYMENT. Provider shall submit claims to Clients on a completed UB92 or
other standard billing form providing the same information, and Clients
must make payment to Provider within thirty business days of receipt of
such claim in order to obtain the benefit of the negotiated rate. Upon
request, Provider shall furnish to Client or MultiPlan, all information
reasonably required to verify Provider's health care services and the
charges for such services.
3. ADJUSTMENTS TO CLIENTS' PAYMENTS. Clients' payments due under this
Agreement shall be reduced by any applicable deductibles, co-payments,
coinsurance. Provider shall notify Client and MultiPlan of any
erroneous claim sent to a Client within sixty days of the date the
claim was issued, and of any erroneous payment received within sixty
days of the date Client's payment was received.
4. DISPUTED CLAIMS. In the event of a dispute between Provider and a
Client regarding billed amounts or payment due, Client shall have the
right, upon written notification of MultiPlan about the dispute within
sixty days of receipt of the relevant Clean Claim, to withhold payment
pending resolution of the dispute. MultiPlan shall make its best
efforts to assist the parties in resolving the dispute.
5. PARTICIPANT XXXXXXXX. Provider agrees to xxxx the Participant for
appropriate co-payments, deductibles, and coinsurance only in the
amount of the difference between the amount due for covered services
based on Appendix A, and the sum of the amounts paid by the Clients
and any other payors. Provider shall not balance xxxx or attempt to
collect compensation from Participants in connection with services
covered by Workers' Compensation programs, except as expressly
permitted by law.
6. COORDINATION OF BENEFITS. Provider shall cooperate with Clients for
purposes of coordinating benefits. When a Client is a primary payor,
Provider shall accept from Client as payment in full for covered
services the amounts established in Appendix A, less the appropriate
deductibles, copayments and coinsurance. When a Client is a secondary
payor, Provider shall accept from Client as payment for covered
services the difference between the amount set forth in Appendix A,
less the sum of the amount paid by the primary payor(s) and the
appropriate deductibles, copayments and coinsurance.
7. AUDIT. Upon fifteen business days' written notice, and during
MultiPlan's regular business hours, each party shall have the right to
audit the other's records pertaining to compensation under this
Agreement for a period of six months prior to the date of the notice
of audit.
8. SURVIVAL. With respect to services rendered during the term of this
Agreement, the rights and obligations set forth in this Section shall
survive the termination of the Agreement.
D. TERM AND TERMINATION
1. TERM. This Agreement shall be effective for an initial term of two
years from the Effective Date indicated above. Thereafter, this
Agreement shall automatically renew for successive one year terms.
2. TERMINATION.
a After the expiration of the initial term, either party may
terminate this Agreement by giving no less than ninety days'
advance written notice to the other party prior to the expiration
of the term then in progress.
b. Either party may terminate this Agreement for cause due to a
material breach by giving thirty days' advance written notice
during which the breach may be cured. The notice of termination
for cause will not be effective if the breaching party cures the
breach to the reasonable satisfaction of the other party within
the thirty-day notice period.
c. MultiPlan shall have the right to terminate this Agreement
immediately if it determines, in its reasonable discretion, that
the health or welfare of Participants is jeopardized by the
continuation of the Agreement. Under such circumstances,
MultiPlan shall provide written notice to Provider specifying the
basis for termination.
3. EFFECT OF TERMINATION. If any Participant remains under Provider's
care on the termination date, whether in- or outpatient, Provider
shall continue to render appropriate care to such Participant until
Provider can arrange for transfer of such care to another Provider.
Provider shall make best efforts to transfer such Participants to
other MultiPlan providers. Provider shall accept payment from Clients
for such post-termination care as if the Agreement had not been
terminated.
E. MISCELLANEOUS
1. INDEPENDENT CONTRACTORS. Each party, including its officers,
directors, employees and agents, acts as an independent contractor.
Neither party has express or implied authority to assume or create any
obligation on behalf of the other. The parties shall maintain a
cooperative relationship in order to effectuate this Agreement.
2. INDEMNIFICATION. Each party solely is responsible for its own actions
or omissions, and those of its officers, directors, employees and
agents, arising in connection with obligations created under this
Agreement, including Provider's rendering professional advice and/or
treatment. Each party shall hold the other, including its officers,
directors, employees, agents, successors and assigns, harmless from
and against all claims, liability, damages, and expenses, which may be
alleged against or incurred by the other party and are the result of
any act or omission in connection with this Agreement.
3. SEVERABILITY AND WAIVER. The waiver by either party of any breach of
any provision of this Agreement shall not be construed as a waiver of
any subsequent breach of the same or any other provision. The failure
to exercise any right hereunder shall not operate as a waiver of such
right. The finding by a court of competent jurisdiction that any
provision herein is void shall not void any other valid provision of
this Agreement.
4. CONFIDENTIALITY AND DISCLOSURE.
a. The parties shall comply with all applicable laws and regulations
regarding maintenance and disclosure of Participants' medical
records. The names of MultiPlan's Clients shall be kept
confidential and shall not be used except as necessary to
implement this Agreement.
b. Neither party shall disclose the negotiated rates and/or the
compensation payable to Provider pursuant to the terms of this
Agreement, except as may be required in order to comply with this
Agreement, or to the extent required by applicable law. In
addition, MultiPlan, in its discretion, may release such
information to Clients and potential clients as MultiPlan may
reasonably determine is required in connection with marketing its
products.
c. MultiPlan and Clients may include Provider's name, address,
telephone number, practice specialties, in its directories of
participating Providers.
5. NOTICES Any notice required to be given pursuant to this Agreement
shall be in writing and delivered by hand, by certified mail/return
receipt requested, or by facsimile confirmed with overnight delivery,
to the signatories, or their successors if any, at the addresses set
forth below.
6. MODIFICATION This Agreement, together with Appendix A and Exhibit 1,
constitute the entire agreement between the parties with respect to
the subject matter hereof, and as of the date this Agreement is
executed by both parties, shall supersede any previous agreements or
understandings, written or oral, between the parties. All
modifications of the Agreement shall be in writing and signed by both
parties.
7. ASSIGNMENT This Agreement may not be assigned by either party without
the prior written approval of both parties. Any other attempt at
assignment shall be void.
8. GOVERNING LAW. This Agreement shall be governed by the laws of the
state in which Provider is licensed to operate.
IN WITNESS HEREOF, the parties have executed this Agreement.
MULTIPLAN, INC. MEDIQUICK SERVICES, L.L.C
000 Xxxxx Xxxxxx
Xxx Xxxx Xxx Xxxx 00000-0000
By: /s/ 2/9/98 By: /s/ 2/5/98
-------------------------- ------------------------------
Xxxxxx Xxxxx date Signature date
Chairman Xxx X. Xxxxxx, General Manager
-----------------------------------
Print Name
0 Xxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Tax I.D. # 00-0000000
MULTIPLAN, INC.
PPO PARTICIPATING FACILITY AGREEMENT
APPENDIX A
A. FEE SCHEDULE
1. For inpatient and outpatient services covered by group health
Benefit Programs rendered to Participants, Provider agrees to
accept as payment in full amounts set forth below:
*
2. For inpatient and outpatient services covered by Workers'
Compensation and/or No Fault Automobile Liability coverage
rendered to Participants, Provider agrees to accept as payment in
full the following:
*
*
B. LICENSURE
Provider is licensed in the state of N/A
C. ACCREDITATION
Provider is accredited by: N/A
JCAHO ____________________ accreditation period ending __________
Other (specify): _________ accreditation period ending __________
(Certificate attached as Exhibit 1)
D. INSURANCE
Provider shall maintain malpractice insurance no less than the following
amounts:
$ 300,000 per occurrence; $1,000,000 annual aggregate.
-------------- ---------------
Carrier ESSEX INSURANCE COMPANY.
---------------------------------
----------------
*This information has been omitted from this exhibit and is subject to a
request for confidential treatment. In accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, such information has been filed
separately with the Securities and Exchange Commission.
MULTIPLAN, INC.
PPO PARTICIPATING FACILITY AGREEMENT
EXHIBIT 1
CERTIFICATE OF ACCREDITATION
(cover sheet)
