1
Exhibit 10.1
AGREEMENT
BY AND BETWEEN
BEACON HEALTH PLANS, INC.
AND
COMPLETE WELLNESS INDEPENDENT PHYSICIAN ASSOCIATION OF
FLORIDA, INC.
1.1 This AGREEMENT effective as of the 1st day of March, 1998 ("Effective
Date") by and between Beacon Health Plans, Inc. (HMO), and Complete
Wellness Independent Physician Association of Florida, Inc.
(IPA).
RECITALS
WHEREAS, HMO is a health maintenance organization duly licensed by the State of
Florida to offer commercial health insurance products, and may contract with
the Agency for Healthcare Administration (AHCA) and/or HCFA, as those terms are
defined below, to provide certain health care services and benefits under Title
XVIII and XIX of the Social Security Act, as amended, hereinafter commonly
referred to as Medicare or Medicaid.
WHEREAS, HMO desires to utilize IPA to obtain Covered Services for Members
covered under its Medicare, Medicaid, and/or Commercial Health Plan Products,
as defined below, in accordance with the terms and conditions of this
Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
herein contained and other good and valuable consideration, the receipt and
adequacy of which are forever acknowledged and confessed, the parties hereto
agree as follows:
ARTICLE 1
DEFINITIONS
The following terms, as used in this Agreement, shall have the meanings
specified below unless defined otherwise elsewhere in this Agreement.
1.2 AGENCY means the State of Florida Agency for Health Care
Administration.
1.3 COPAYMENT means any amount, excluding the deductible, required to be
paid by a Member for Covered Services. There are no copayments for
Medicaid and Medicare Members.
2
1.4 COVERED SERVICES means those Medically Necessary health care services
that members are entitled to receive under Medicare, Medicaid, and/or
applicable HMO plan products; as more specifically set forth in this
Agreement. IPA shall use its best efforts to notify the member in
writing prior to rendering non-covered services and the cost of such
service(s).
1.5 DEDUCTIBLE means the amount of expenses, if any, a Member must incur
during a defined period of time before the HMO Plan Product provides
payment for Covered Services rendered to a Member.
1.6 DEPARTMENT means the State of Florida Department of Insurance.
1.7 HCFA shall mean the Federal Department of Health and Human Services,
Healthcare Financing Administration.
1.8 EMERGENCY MEDICAL CONDITION means a medical condition manifesting
itself by acute symptoms of sufficient severity, which may include severe pain
or other acute symptoms, such that the absence of immediate medical attention
could reasonably be expected to result in any of the following: (1) serious
jeopardy to the health of a Member, including a pregnant woman or a fetus (2)
serious impairment to bodily functions (3) serious dysfunction of any bodily
organ or part (4) with respect to a pregnant woman: (a) that there is
inadequate time to effect safe transfer to another hospital prior to delivery
(b) that a transfer may pose a threat to the health and safety of the Member or
fetus c) that there is evidence of the onset and persistence of uterine
contractions or rupture of the membranes.
Emergency Services and Care: means medical screening, examination and
evaluation by a physician, or to the extent permitted by applicable laws, by
other appropriate personnel under the supervision of a physician, to determine
whether an emergency medical condition exists and, if it does, the care,
treatment or surgery for a covered service by a physician which is necessary to
relieve or eliminate the emergency medical condition, within the service
capability of a hospital.
Emergency medical care, as required by this agreement, shall be available on a
24 hour a day, 7 day a week basis.
1.9 URGENT CARE means those problems which, though not life threatening,
could result in serious injury or disability unless medical attention
is received (e.g. high fever, animal bites, fractures, severe pain) or
substantially restrict a member's activity (e.g. infectious illness,
flu, respiratory ailments, etc.). The Provider shall make available
and accessible a facility, service location and personnel sufficient
to provide the covered services.
3
1.10 ACCESSIBILITY Emergency medical care, as required by this Agreement
shall be available on a twenty four (24) hour, seven (7) day a week basis.
1.11 HRS means the State of Florida Department of Health and
Rehabilitative Services.
1.12 HMO PLAN PRODUCT(s) means the commercial health benefit plans offered
by HMO that utilize IPA providers with agreements with HMO, to render covered
services to Members under the terms and conditions of this Agreement.
1.13 IPA means Complete Wellness Independent Physician Association of
Florida Inc.
1.14 MEDICAID AGENCY CONTRACT means the contract, if any, between HMO and
the Agency, pursuant to 409.912, Florida Statutes and RFP MHC96-001, as
amended, under which HMO may be obligated to provide certain health care
benefits to eligible Medicaid recipients.
1.15 MEDICAID HEALTH PLAN PRODUCT means the health benefit plan offered
by HMO, if any, which utilizes IPA to render covered services to Members
eligible for participation and enrolled in the Medicaid program, under the
terms and conditions of this Agreement.
1.16 MEDICALLY NECESSARY means that the medical condition or allied care,
goods or services furnished or ordered (a) must meet the following conditions
1: Be necessary to protect life, to prevent significant illness or significant
disability, or to alleviate severe pain, 2: Be individualized, specific and
consistent with symptoms or confirmed diagnosis of the illness or injury under
treatment, and not in excess of the patient's needs, 3: Be consistent generally
accepted professional medical standards as determined by the Medicaid program,
not experimental or investigational, 4: Be reflective of the level of service
that can be safely furnished, and for which no equally effective and more
conservative or less costly treatment is available statewide, and 5: Be
furnished in a manner not primarily intended for the convenience of the
recipient, the recipient's caretaker or the provider. (b) Medically necessary
or medical necessity for inpatient hospital services requires that those
services furnished in a hospital on an inpatient basis could not, consistent
with the provisions of appropriate medical care, be effectively furnished more
economically on an outpatient basis or in an inpatient facility of a different
scope. (c) The fact that a provider has prescribed, recommended, or approved
medical or allied care, goods or services does not, in itself, make such care,
goods or services medically necessary or a covered service.
1.17 MEMBER means a person eligible and enrolled with HMO to receive
covered services and who has selected or been assigned to a Primary Care
4
Physician. Members may include person eligible and enrolled for Medicare and
Medicaid benefits.
1.18 IPA MEMBER means a person eligible and enrolled with HMO to receive
Covered Services, and who has selected or been assigned to an IPA Primary
Care Physician.
1.19 IPA means (Legal entity) Complete Wellness Independent Physician
Association of Florida, Inc.
1.20 IPA ANCILLARY PROVIDER means a provider of ancillary health care
services who or which have contracted with IPA, directly or indirectly, as an
independent contractor and listed in Schedule 1.14, as the same may be
amended or updated from time to time. Any facility or provider owned,
operated or managed by IPA and duly licensed under Florida law, if
applicable, that is eligible for participation under the programs
established by Titles XVIII and XIX of the Social Security Act shall
automatically be deemed added to Schedule 1.14 upon notice and acceptance
by HMO; provided the additional facilities or providers meet the applicable
credentialing criteria, pursuant to Section 3.3.
1.21 IPA HOSPITAL means hospitals and any other facilities licensed under
Florida law as a general acute care or specialty hospital and eligible for
participation under the programs established by Titles XVIII and XIX of the
Social Security Act, and which has contracted to provide Covered Services and
is listed in Schedule 1.12, as the same may be amended or updated from time
to time. Any facility owned, operated or managed by IPA and licensed under
Florida law as a general acute care or specialty hospital and eligible for
participation under the programs established by Titles XVIII and XIX of the
Social Security Act shall be deemed added to schedule 1.12 upon notice and
acceptance by HMO; provided the additional facilities meet the applicable
credentialing criteria in accordance with Article 3.3.
1.22 IPA PHYSICIAN means a doctor of medicine, doctor of osteopathy,
doctor of podiatry, doctor of chiropractic or doctor of dentistry who is
affiliated with an IPA, as defined herein, or a doctor of medicine, doctor of
osteopathy, doctor of podiatry, doctor of chiropractic or doctor of dentistry
who is employed by IPA or any of its affiliates, and who is not performing
medical services through an IPA, and listed on Schedule 1.13, as the same may
be amended or updated from time to time, and who has not exercised any
election, in accordance with his or her respective IPA, not to participate
under this Agreement.
1.23 MEDICARE HEALTH PLAN PRODUCT means the health benefit plan offered
by HMO, if any, which utilizes IPA to render covered services eligible for
5
participation and enrolled in the Medicare program, under the terms and
conditions of this Agreement.
1.24 MEDICARE CONTRACT means the contract between the HMO and the United
States Government, Department of Health and Human Services, Health Care
Financing Administration pursuant to Section 1876 of the Social Security Act,
as amended, under which HMO is obligated to provide certain health care
benefits and services to eligible Medicare recipients.
1.25 IPA PRIMARY CARE PHYSICIANS means an IPA Physician who is practicing
as a Primary Care Physician, as that term is defined herein, and who
furnishes such services to a Member.
1.26 IPA PROVIDER(s) means the IPA Hospitals, IPA Physicians and IPA
Ancillary Providers either individually or collectively as the context so
requires.
1.27 PARTICIPATING PROVIDER means any provider of health care goods and
services licensed and authorized under Florida Law to render such health care
goods and services that have contracted with HMO to provide to Members the
health care goods and services for which they are licensed.
1.28 PAYOR means the United States Government, Department of Health and
Human Services, Health Care Financing Administration and/or the State of
Florida, or HMO, as the context so requires.
1.29 PRIMARY CARE OR PRIMARY CARE SERVICES means comprehensive,
coordinated and readily accessible medical care, including health promotion
and maintenance, treatment of illness and injury, early detection of
disease and referral to Specialist Physicians when appropriate.
1.30 PRIMARY CARE PHYSICIAN means the physician who the Member has chosen
to provide primary medial services, and who is responsible for coordinating
the total medical care of the Member. The Primary Care Physician will
refer Members only to Participating Specialists and hospitals, when
medically necessary. The Primary Care Physician shall make referrals to
non-participating specialists and hospitals, subject to HMO referral
procedures pursuant to F.S. 409.9128, when a particular type of specialty
care needed is not available through an HMO participating provider. The
Primary Care Physician shall be available twenty-four hours a day seven
days a week in case of an emergency.
1.31 PROVIDER HANDBOOK means the rules, policies, and procedures of HMO
regarding, among other matters, utilization review, quality assurance,
6
grievance procedures, pre-authorization and referral requirements and
credentialing and recredentialing standards and policies. HMO shall give IPA
30-calendar day's prior written notice of any revisions or modifications to
the Provider Handbook, which materially change the obligations of the
parties or an IPA Provider. If IPA does not provide notice objecting
within the 30 days, the modifications shall be deemed approved, unless such
revisions or modifications are required for compliance with law in which
case they shall become effective immediately.
1.32 SERVICE AREA: SERVICE Area will include the entire State of Florida
where Health Plan is licensed to operate.
1.33 SPECIALIST PHYSICIAN means an IPA Physician who is not a Primary
Care Physician.
1.32 Net PREMIUM is equal to the gross premium less any benefit withhold and
commissions.
ARTICLE 2
RELATIONSHIP OF THE PARTIES
2.1 INDEPENDENT PARTIES HMO, IPA Physicians, IPA Hospitals, and IPA
Ancillary Providers are independent contractors. Expressly as set
forth in this Agreement, nothing herein shall be construed or deemed
to create between them any relationship of employer and employee,
principal and agent, partnership, joint venture or any relationship
other than that of independent parties. No parties hereto, nor the
respective agents or employees of either party, shall be required to
assume or bear any responsibility for the acts or omissions, or any
consequences thereof of any other party, or its agents or employees
under this Agreement.
ARTICLE 3
IPA ORGANIZTION AND OPERATIONS
3.1 AUTHORITY TO ENTER AGREEMENT IPA is duly authorized and empowered to
enter into and execute this Agreement, in accordance with certain IPA
agreements with IPA Providers, for the purpose of binding the IPA
Providers with respect to their participation in Medicare, Medicaid
and/or HMO Health Plan Products as set forth in this Agreement.
3.2 ADEQUACY OF AND ACCESSIBILITY TO IPA IPA shall consist of a
sufficient number of IPA Physicians, IPA Hospitals, and IPA Ancillary
Providers to ensure the availability and accessibility of a capable
provider network of
7
sufficient size and composition to adequately serve the Member
enrolled in Medicare, Medicaid and/or HMO Health Plan Products and
assigned to IPA pursuant to this Agreement.
3.3 CONDITIONS OF PARTICIPATION: CREDENTIALING OF IPA PHYSICIANS, IPA
HOSPITALS, AND IPA ANCILLARY PROVIDERS. Each IPA Physician, IPA
Hospital, and IPA Ancillary Provider shall be credentialed by and meet
all HMO credentialing criteria prior to rendering Covered Services to
Members. HMO, at its sole cost and expense, shall be solely
responsible for credentialing IPA Providers for participation under
this Agreement, except as otherwise set forth in Section 3.3.1 below.
3.3.1 DELEGATION OF CREDENTIALS FUNCTION HMO may delegate credentialing
responsibilities to IPA (Delegatee) pursuant to a written agreement, provided
that Delegatee can demonstrate to the satisfaction of HMO that Delegatee's
credentialing criteria, policies and procedures are in full compliance with
HMO's credentialing standards and the credentialing standards and guidelines
recommended by the National Committee for Quality Assurance ("NCQA"), or such
other accreditation organization which has accredited HMO in accordance with
Rule 59A-12.0072, Fla. Admin. Code or any successor regulation, and the
requirements imposed by Florida and Federal laws and regulations governing HMOs
as amended from time to time, and such delegation is not otherwise prohibited
or inconsistent with state or federal laws and regulations. If HMO delegates
credentialing responsibilities to Delegatee, Delegatee shall provide to HMO a
copy of any proposed revision to or amendment of its credentialing criteria or
procedures 60 days prior to the effective date of any such revision or
amendment. Any such revision shall be subject to the HMO's approval as it
relates to IPA Members under this Agreement. Furthermore, Delegatee shall
permit HMO to conduct periodic audits of Delegatee's credentialing activities
to ensure that the Delegatee reasonably and consistently apply its
credentialing criteria in the manner reasonably required by Delegatee's
credentialing procedures. Any delegation of services made hereunder shall be
subject to oversight and control by HMO in accordance with applicable state and
federal laws and regulations and the accreditation requirements of NCQA, or
such other accreditation organization that has accredited HMO in accordance
with Rule 59A-12.0072, Fla. Admin. Code or any successor regulation. HMO may
elect to terminate such delegation upon sixty (60) days written notice to
Delegatee if HMO determines that the Delegatee is not performing the delegated
services in accordance with applicable law, regulations, accreditation
standards or HMO's standards.
3.4 PROVISION OF MEDICAL SERVICES Each IPA Physician shall provide all
Medically Necessary Covered services within the scope of such
physician's practice. Continuous health care coverage is available to
Members by IPA Physicians on a twenty-four (24) hour seven (7) days a
week basis. Each IPA
8
Physician shall only be obligated to provide those services that such
IPA Physician has been licensed and credentialed to provide. IPA
Physicians shall provide Covered Services to all Members in a
nondiscriminatory manner (i.e., without regard for the Member's race,
ethnic or national origin, color, sex, age, sexual preference or
religion) and consistent with the treatment the IPA Physician usually
and customarily provides to his or her patients. During an IPA
Physician's temporary absence or unavailability, such IPA Physician
shall make arrangements with one or more IPA Physicians to provide
coverage for Members for whose care the absent or unavailable IPA
Physician is responsible.
3.4.1 LICENSURE OF IPA PHYSICIANS Each IPA Physician: (a) is licensed by
the State of Florida to provide applicable Covered Services, as appropriate and
within the scope of such IPA Physician's license and practice, and possesses a
valid DEA certificate; (b) is eligible to participate in Medicare under Title
XVIII of the Social Security Act and in Medicaid under Title XIX of the Social
Security Act; (c) holds active staff privileges on the medical staff of at
least one IPA Hospital; (d) shall maintain such licensure, compliance,
certification and registration throughout the term of his or her participation
under this Agreement; and (e) shall maintain all required professional
credentials and meet all continuous education requirements necessary to retain
Board certification or eligibility in the provider's area (s) of practice.
3.5 BALANCE BILLING IPA and IPA Providers agree not to xxxx, charge,
collect a deposit from, surcharge or have any recourse against a
Member or any person acting on behalf of a Member (other that HMO),
except to the extent that Copayments are specified in the Medicare,
Medicaid and/or HMO Health Plan Products or as permitted via
coordination of benefits with other health care plans. IPA and IPA
Providers agree not to maintain any action at law or in equity against
a Member to collect sums that are owed by HMO to IPA or IPA Provider
under the terms of this Agreement, even if HMO fails to pay, becomes
insolvent or otherwise breaches the terms and conditions of this
Agreement, regardless of the cause of termination. This provision
shall be construed to be for the benefit of the Members. This
provision supercedes any provision either oral or written now existing
or hereafter entered into between IPA and/or any of the IPA providers
3.6 PROVISION OF HOSPITAL SERVICES Each IPA Hospital shall provide to
Members all Medically Necessary inpatient and outpatient hospital
services that are Covered Services and that the IPA Hospitals are
licensed and capable of providing. IPA Hospitals shall provide such
services to all Members in a non-discriminatory manner (i.e., without
regard for the Member's race, ethnic or national origin, color, sex,
age, sexual preference or religion) and consistent with the standards
and timeliness of treatment as usually and customarily provided to all
IPA Hospital patients.
9
3.6.1 LICENSURE OF IPA HOSPITALS Each IPA Hospital shall be meet all
appropriate state and federal regulations for a licensed hospital in the
State of Florida, be accredited by the Joint Commission on Accreditation
of Health Care Organizations ("JCAHO") and be duly licensed, pursuant to
applicable state law and regulation, to render the applicable Covered
Services contemplated under this Agreement. Each IPA Hospital is currently
certified to participate as a provider under Title XVIII of the Social
Security Act (Medicare) and is certified to provide services to Title XIX
(Medicaid) beneficiaries under the Medicaid program administered by the
Agency and shall endeavor to maintain said certification and qualification
during the term of this Agreement. Evidence of such licenses and
certifications shall be provided to HMO upon written request. If any action
is taken against an IPA Hospital to revoke or suspend its certification, the
IPA Hospital shall, immediately upon learning of such action, provide notice
to HMO.
3.7 PROVISION OF ANCILLARY PROVIDER SERVICES Each IPA Ancillary Provider
shall provide to Members all Medically Necessary ancillary provider
services that are Covered Services and that the IPA Ancillary
Providers are licensed to provide and are capable of providing. IPA
Ancillary Providers shall provide such services to all Members in a
non-discriminatory manner (i.e., without regard for the Member's race,
ethnic or national origin, color, sex, age, sexual preference or
religion) consistent with the standards and timeliness of treatment as
usually and customarily provided by IPA Ancillary Providers.
3.8 LICENSURE AND CERTIFICATION REQUIREMENTS; INSURANCE Each IPA
Hospital, IPA Physician, and IPA Ancillary Provider shall remain in
compliance with all state and federal laws applicable to licensure and
malpractice insurance coverage requirements.
3.9 COMPLIANCE WITH HMO POLICIES AND PROCEDURES Each IPA Provider shall
comply with and participate in HMO's policies and procedures regarding
referrals, utilization review, quality assurance, risk management,
claims processing and administration, and any other matters to ensure
efficient operation of Medicare, Medicaid, and/or HMO Health Plan
Products in accordance with the terms of this Agreement and as set
forth in the Provider Handbook. HMO shall be solely responsible for
the enforcement and interpretation of its own policies and procedures
and any liability resulting from, relating to, or arising out of such
enforcement or interpretation, provided, however, the forgoing shall
not be interpreted or construed as any obligation of HMO to indemnify
an IPA Provider for any liability that such provider may have
resulting from, relating to or arising out of any act or omission by
such provider.
10
3.10 MEMBER GRIEVANCES Each IPA Provider shall participate in and abide by
the HMO's grievance procedure to resolve Member's complaints relating to
the respective IPA Physicians, IPA Hospitals, and/or IPA Ancillary
Providers.
3.11 USE OF IPA PROVIDER ROSTER Each IPA Provider consents to HMO
publishing IPA Physician's name, office, address, and area of practice
and IPA Hospital's and IPA Ancillary Provider's name, address, and
description of facilities and services, as applicable, in HMO's roster of
participating providers
3.11.1 ACCEPTANCE OF NEW PATIENTS Each IPA Provider, unless otherwise
prohibited by law, shall retain the right to notify HMO that the IPA
Provider is no longer accepting additional Members as patients
("Practice Closing"), provided (a) a Practice Closing shall not apply
to any Members to whom services had been rendered by the IPA Provider
prior to the effective date of the Practice Closing and (b) the IPA
Provider simultaneously stops accepting as new patients (i) any person
eligible for Medicare benefits under a prepaid or capitated contract
with HCFA to provide services to such persons, (ii) any person
eligible for Medicaid benefits and who is enrolled in any health plan
under a prepaid or capitated contract with the Agency to provide
services to such persons, or (iii) any person eligible for benefits
under the commercial products offered by any other health maintenance
organization with which the IPA Provider contracts to provide health
care services to its Members.
3.11.2 PRIMARY CARE PHYSICIAN PATIENT RELATIONSHIP As the physician-patient
relationship is a personal one and may become unacceptable to either
an IPA Primary Care Physician or Member, an IPA Primary Care Physician
may request in writing to HMO that an IPA Member be transferred to
another Participating Provider who is a Primary Care Physician. An
IPA Primary Care Physician shall not seek to have an IPA Member
transferred because of the amount of Covered Services required by such
Member or because of the physical condition of the IPA Member. All
decisions regarding such transfers shall be made as soon as
administratively feasible, but no later than thirty (30) days from the
date of the written request. Any such removal shall be effective as
of the first day of the month for which capitation or payments are
made to an IPA Primary Care Physician.
3.12 NOTICE OF ADVERSE ACTION IPA shall promptly notify HMO in writing
after receiving any written notice of any malpractice suit or
arbitration action, or other suit or arbitration action with respect
to Members naming or otherwise involving IPA Physician, IPA Hospital
or IPA Ancillary Provider.
11
3.13 RECORD KEEPING Each IPA Provider shall maintain such records as are
necessary for the evaluation of the quality, appropriateness, and
timeliness of services performed under this Agreement. Said records
will be made available for fiscal audit, medical audit, medical
review, utilization review and other periodic monitoring upon request
of authorized representatives of HMO. Said records shall be retained
for a period of at least five (5) years after the expiration of this
Agreement or until the resolution of any ongoing audit occurs,
whichever is longer. Such records shall be provided for inspection to
the Agency and HCFA or other appropriate state or federal agency. All
records shall be maintained and safeguarded in compliance with 42 CFR
Part 431, Subpart F. Any release of medical or other patient records
in accordance with this Section 3.13 shall be subject to all
applicable state and federal laws pertaining to and governing the
confidentiality of such records including, without limitation, any
applicable requirements regarding the consent of the patient or such
patient's legal representative to the release of such records.
3.14 SPECIAL PROVISIONS RELATING TO THE RENDERING OF SERVICES TO MEDICAID
MEMBERS Each IPA Provider shall comply with the following with regard
to Covered Services rendered to Medicaid Members.
3.14.1 RECORDS AND REPORTING Each IPA Provider shall maintain such records
as are necessary for the evaluation of the quality, appropriateness
and timeliness of services performed under this Agreement. Said
records will be made available for fiscal audit, medical audit,
medical review, utilization review and other periodic monitoring upon
request of authorized representatives of HMO. Said records shall be
retained for a period of at least five (5) years after the expiration
of this Agreement or until the resolution of any ongoing audit occurs,
whichever is longer. Such records shall be provided for inspection to
the Agency and HCFA or other appropriate state or federal agency. All
records shall be maintained and safeguarded in compliance with 42 CFR
Part 431, Subpart F. Any release of medical or other patient records
in accordance with this Section 3.13 shall be subject to all
applicable state and federal laws pertaining to and governing the
confidentiality of such records including, without limitation, any
applicable requirements regarding the consent of the patient or such
patient's legal representative to the release of such records.
(a) Maintain such records as necessary for the evaluation
of the quality, appropriateness and timeliness of
services performed under this Agreement. Said
records will be made available for fiscal audit,
medical audit, medical review, utilization review and
other periodic monitoring upon request of authorized
representatives of HMO. Said records shall be
retained for a period of at least five (5) years
after the expiration of this Agreement or until
12
the resolution of any ongoing audit occurs, whichever
is longer. Such records shall be provided for
inspection by the Agency and the Federal Department
of Health and Human Services upon notice. All
records shall be maintained and safeguarded in
compliance with 42 CFR Part 431, Subpart F.
(b) Submit all reports and clinical information required
by the HMO including EPSDT reporting, if applicable.
(c) Any releases of medical or other patient records in
accordance with subsections (a) or (b) above shall be
subject to all applicable state and federal laws
pertaining to and governing the confidentiality of
such records including, without limitation, any
applicable requirements regarding the consent of the
patient or such patient's legal representative to the
release of such records.
(d) Prior to disposition of any records, IPA & IPA
provider will obtain the prior written authorization
of the HMO.
3.15 INDEMNIFICATION If and only to the extent required by law, each IPA
Provider shall indemnify, defend and hold the Agency, HCFA and Members
harmless from and against all claims, damages, causes of action, cost
or expense, including court costs and reasonable attorneys fees, to
the extent primarily caused by any negligent act or other wrongful
conduct arising from said act or conduct. This obligation shall
survive the termination of this Agreement, including breach due to
insolvency of HMO.
3.15.1 INSPECTION OF SERVICES Allow for the evaluation by the Agency and the
Federal Department of Health and Human Services of the quality,
appropriateness, and timeliness of services.
3.15.2 WORKERS COMPENSATION INSURANCE Secure and maintain workers
compensation insurance, in compliance with the Florida Workers
Compensation Law, for all employees connected with the services
provided under this Agreement.
3.15.3 EXCULPATION OF DEBT LIABILITY Neither the Agency, HCFA nor any Member
shall be held liable for any debts of an IPA Provider. This provision
shall survive the termination of this Agreement for any reason,
including breach of contract because of insolvency.
3.15.4 NOTIFICATION OF BIRTHS BY IPA HOSPITALS Each IPA Hospital shall
notify HMO of births by mothers who are Members. IPA Hospitals shall
be responsible for completing the HRS-ES 2039 form for submission of
the form to the local Department of Children and Family Services.
13
3.15.5 STANDARDS FOR PATIENT ACCESS Each IPA Physician shall ensure timely
access to physician appointments in accordance with the following
schedule: urgent care - within one (1) day; routine sick care - within
one (1) week; and well care - within one (1) month.
3.15.6 INDEPENDENT PROFESSIONAL JUDGEMENT Nothing in this Agreement is
intended to create, nor shall it be construed to create, any right of
HMO to intervene in any manner in the methods or means by which any
IPA Provider renders Covered Services to Members.
3.15.7 REQUIRED NOTIFICATIONS IPA shall notify HMO in writing, within the
time frame set forth below, following IPA first obtaining actual
knowledge of the occurrence of any of the following events:
(a) An IPA Hospital's license to operate, or any IPA Physician's
license to practice in the State or DEA Certificate is
suspended (excluding any suspension for medical records
deficiencies unless the period of such suspension is thirty
(30) days or greater), revoked or otherwise terminated, or any
risk management issues, notification immediately.
(b) An IPA Hospital or IPA Physician is required to pay damages in
excess of Five Thousand Dollars ($5,000) in any malpractice
action by way of judgement or settlement, notification within
ten (10) business days;
(c) An IPA Hospital is sanctioned by the Health Care Financing
Administration or the applicable State licensing agency or an
IPA Physician is disciplined by the physician licensing
agency, notification within ten (10) business days;
(d) An IPA Physician, IPA Hospital or any of its principal
officers are indicted or convicted of a felony, notification
within seventy-two (72) hours;
(e) There is a change in an IPA Hospital's or IPA Physician's
business address, notification within seventy-two (72) hours;
(f) Any change in the nature or extent of services rendered by an
IPA Hospital or IPA Physician, notification within ten (10)
days;
(g) Any other act, event, occurrence or the like that materially
affect an IPA Hospital's or an IPA Physician's ability to
carry out duties and obligations under this Agreement,
notification within ten (10) days.
3.16 NOTIFICATIONS THAT APPLY ONLY TO IPA PHYSICIANS WHICH NEED TO BE
REPORTED TO THE HMO
(a) The permanent loss of an IPA Physician's admitting privileges
or the equivalent with an IPA Hospital, unless such disclosure
is prohibited by law, notification within seventy-two (72)
hours;
(b) Any material changes or additions to the information and
disclosures submitted by an IPA Physician as part of the
application for participation with IPA, notification within
ten (10) days.
14
3.17 DUTY OF IPA TO ENSURE COMPLIANCE OF IPA PROVIDERS If IPA obtains
knowledge that an IPA Provider is in breach or default of any of such
provider's obligations or duties under this Agreement or in the event
HMO provides notice that an IPA Provider is in breach or default of
any such provider's duties or obligations under this Agreement, IPA
shall cooperate with HMO to cure the breach or default and take such
other reasonable actions as HMO may request consistent with the terms
and conditions of this Agreement. Should HMO and IPA not agree,
either party may terminate this Agreement with 60 days prior written
notice.
3.18 INSPECTION OF SERVICES Each IPA Provider will allow for the
evaluation by the HMO, Agency and HCFA or other appropriate state or
federal agency the quality, appropriateness, and timeliness of
services. IPA Provider shall comply with requirements issued as a
result of any such inspection of audit.
3.19 WORKER'S COMPENSATION INSURANCE Each IPA Provider shall secure and
maintain worker's compensation insurance, in compliance with the
Florida's Worker's Compensation Law, for all employees connected with
the services provided under this Agreement
3.20 POST INSOLVENCY CONTINUATION OF CARE Each IPA Provider shall continue
the provision of Covered Services to Members through the period for
which premium has been paid to HMO and continue the provision of
Covered Services to Members confined on the date of insolvency in an
inpatient facility until their discharge, but in either instance no
event longer than the first to occur of: (a) sixty (60) days or (b)
the effective date of the Medicaid or Medicare Member's enrollment in
another health maintenance organization or competitive medical plan
which has entered into a contract with AHCA or HCFA pursuant to
Section 1876 of the Social Security Act, as amended.
3.21 IPA Physician and/or IPA Ancillary Provider certifies that he/she/it
has met the State of Florida requirements for malpractice liability.
IPA Physician and/or IPA Ancillary Provider and each physician and
licensed medical professional acting on behalf of IPA Physician and/or
IPA Ancillary provider, at his/her/its sole cost and expense, shall
procure and maintain such policies of general liability, workers
compensation, professional liability and other insurance as shall be
necessary to insure IPA Physician and/or IPA Ancillary Provider, every
physician, and licensed medical professional acting on behalf of IPA
Physician and/or IPA Ancillary Provider and IPA Physician's and/o IPA
Ancillary Provider's employees against any claim or claims for damages
arising by reason of personal injuries or death occasioned directly or
indirectly in connection with the performance of any services by IPA
Physician and/or IPA Ancillary Provider or physicians or
15
licensed medical professionals acting on behalf of IPA Physician
and/or IPA Ancillary Provider. IPA Physician and/or IPA Ancillary
Provider shall provide the HMO with evidence of such coverage, upon
request, and shall require the carriers to provide the HMO with notice
of any policy cancellations or modifications. IPA Physician and/or IPA
Ancillary Provider shall notify HMO in writing within ten (10) days of
any changes in carriers, termination of, renewal of or any material
changes in IPA Physician and/or IPA Ancillary Provider's general
liability and professional liability insurance, including reduction of
limits, erosion of aggregate, changes in retention or non-payment of
premium. IPA Physician and/or IPA Ancillary Provider shall require
that all health care professionals employed by or under contract with
IPA Physician and/or IPA Ancillary Provider to render health services
to Members to procure and maintain professional liability and where
applicable general liability insurance, unless they are covered under
Physician's and/or IPA Ancillary Provider's insurance policies.
ARTICLE 4
PERFORMANCE OBLIGATIONS OF HMO
4.1 LICENSURE; AUTHORITY HMO represents and warrants that it is duly
licensed and authorized to enter into and perform its obligations
under this Agreement. In accordance with applicable laws and
regulations, HMO has or will obtain all necessary governmental
approvals relating to this Agreement and assumes sole and full
responsibility to file with the Department, the Agency, and/or any
state or federal agency any and all notices, documents and/or other
information to obtain such approvals.
4.2 HMO RESPONSIBILITIES; ADMINISTRATIVE SERVICES Nothing in this
Agreement is intended, nor shall it be construed, to in any way
relieve HMO of any duties or obligations it has under the Medicare or
Medicaid Contract and/or Medicaid Agency Agreement. Unless otherwise
provided for in a separate and duly executed delegation agreement
entered into by and between HMO and IPA, HMO shall be responsible for
performing all necessary administrative services in connection with
this Agreement and Medicare, Medicaid, and/or HMO Health Plan Products
including, without limitation, benefit plan design, enrollment,
premium billing and collection, utilization management, member
services, regulatory compliance, coverage benefits, premium pricing,
preparation and issuance of certificates, claims adjudication and
claims payment, and all other services necessary to administer
Medicare, Medicaid, and/or HMO Health Plan Products in accordance with
the terms and conditions of this Agreement and all applicable laws and
regulations, without limiting the foregoing, HMO shall perform the
following administrative services:
16
(A) ADVERTISING AND PROMOTION HMO shall develop advertising and
promotion programs reasonably necessary to effectively market
Medicare, Medicaid, and/or HMO Health Plan Products.
(B) CLAIMS/CAPITATION/ENCOUNTER PROCESSING HMO shall have full
responsibility for claims/capitation/encounter processing.
HMO and IPA shall mutually agree on reports to be generated
for IPA Provider claims/encounters.
(C) RECIPROCITY IPA shall cooperate and develop arrangements with
or work through HMO's other contracted Participating Providers
and other HMO affiliated entities to assure reciprocity of
health care for Members, including Members not assigned to IPA
Providers. IPA Providers shall accept referrals from such
other Participating Providers and such other Participating
Providers will accept referrals from IPA Providers. Payments
to Participating Providers for referrals made by IPA Providers
shall be paid by HMO at the HMO's contracted rates and such
payment shall be deducted from the next month's capitation
payment. Payment to an IPA Provider shall be made by HMO at
IPA's contracted rate.
(D) EOB (EXPLANATION OF BENEFITS) HMO has full responsibility for
the preparation and dissemination of EOBs and Remittance
Advices generated to IPA Providers to explain payments made
with appropriate adjustment codes to reflect payment reasons.
(E) IRS FORM 0000 XXX XXX shall have the full and sole
responsibility for making payments to IPA Providers, at the
rates and in accordance with the provisions of this Agreement,
and for generating all IRS For, 1099s to all IPA Providers
participating under this Agreement.
(F) ELIGIBILITY PROCESSING HMO shall be fully responsible for the
process of loading enrollments with appropriate effective
dates that automatically generate eligibility or
non-eligibility upon the processing of claims. HMO shall
provide IPA with monthly eligibility of IPA Members no later
than the fifteenth calendar day of the month for which the
eligibility report pertains.
(G) STATUTORY REPORTING HMO shall maintain the full
responsibility for al statutory reporting to all governmental
agencies as may be required.
(H) RISK POOL REPORTING HMO shall maintain reports on the status
of the Risk Pools created pursuant to Schedule 6.1 and provide
copies of the same, on a quarterly basis, to IPA.
17
(I) PLAN ADMINISTRATION HMO shall be responsible for the
credentialing, utilization and quality management, eligibility
verification and authorization, cash management procedures and
policies and such other policies and procedures necessary to
implement this Agreement, the Medicaid Agency Agreement,
and/or the Medicare Contract.
(J) PROVIDER HANDBOOK HMO shall provide IPA with a copy of HMO's
Provider Handbook. To the extent of any conflicts between the
terms of this Agreement and any Ancillary obligation created
by the Provider Handbook, the terms of this Agreement shall
govern.
ARTICLE 5
TERM AND TERMINATION
5.1 TERM Unless terminated earlier as provided for in this Agreement, the
term of this Agreement shall be for a period of 3 years, commencing as of the
Effective Date (the "term") and continue annually thereafter.
5.1.2 ANCILLARY PROVIDERS Ancillary providers shall not terminate its
participation with IPA or under this agreement for any reason, including
non-payment by HMO without (60) calendar days prior written notice to the
Department of Insurance and The Agency for Healthcare Administration.
5.2 TERMINATION Either HMO or IPA may terminate this Agreement without
cause upon 60 days prior written notice to the other party.
5.3 IPA ASSIGNABILITY; CONTINUATION OF CARE If this Agreement is
terminated prior to the expiration of the Term and the termination results in
HMO no longer being in compliance with its obligations to provide a
geographically accessible network of providers, HMO shall become the limited
assignee under this Agreement, for a period (the Assignment Period) to ensure
the continued provision of Covered Services to Members and HMO's continued
compliance with Section 641.21(1) (I), Florida Statutes, and its regulations.
In such case the contractual relationship between HMO and IPA shall
automatically convert during the Assignment Period to a direct contractual
agreement between HMO and IPA Providers, and HMO shall become the limited
assignee under this Agreement to ensure the continued provision of Covered
Services to Members enrolled in HMO's Plans and HMO's compliance with
applicable laws and regulations governing health maintenance organizations
during this Assignment Period. During this Assignment Period, each IPA
Provider shall continue to render Covered Services to Members, in accordance
with the terms and conditions of this Agreement until HMO is capable of
complying with Section 641.21(1)(I),
18
Florida Statutes. All IPA Providers rendering Covered Services to Members
shall be compensated as provided in Schedule 5.4. If Member has a
life-threatening condition, or a disability or degenerative condition or if a
Member is in the third trimester of pregnancy, the care must be continued; (1)
until after post partum care for pregnancy (2) for 60 days for disabling and
degenerative and life-threatening conditions. HMO may use IPA providers for no
more than 180 days from Agreement termination date in order to ensure HMO's
compliance with Section 641.21(1)(I), Florida Statutes.
5.4 HMO TERMINATION OF IPA PROVIDER HMO shall provide IPA written notice
of any IPA Provider not complying with HMO rules and regulations and HMO may
notify IPA to terminate Provider immediately, as it pertains to HMO's Member.
5.5 CANCELLATION UPON ORDER OF THE DEPARTMENT As required under Section
641.234 (3), Florida Statutes, as amended, this Agreement shall be terminated
if HMO is ordered by the Department of Insurance to cancel the Agreement based
on the Department's determination that HMO has entered into a contract which
requires it to pay a fee which is unreasonably high in relation to services
provided.
5.6 TERMINATION OF IPA PHYSICIAN PARTICIPATION UNDER THIS AGREEMENT
(a) TERMINATION FROM IPA If an IPA Physician's participation with IPA is
terminated for any reason, such IPA Physician's participation with HMO shall
automatically terminate.
(b) LICENSURE AND PRIVILEGE An IPA Provider's participation under
Medicare, Medicaid and/or HMO Health Plan Products shall automatically and
immediately terminate upon the expiration, surrender, revocation, restriction
or suspension (whether voluntary or involuntary) of such physician's license to
practice in the State of Florida, the failure of such physician to maintain
current and active medical staff privileges at any one or more IPA Hospitals or
the failure to be eligible to participate in the programs under Titles XVIII
and XIX of the Social Security Act, as amended.
5.7 DEPARTMENT AND AGENCY NOTIFICATION IPA shall not terminate this
Agreement for any reason, including non-payment by HMO, without sixty (6)
calendar days prior written notice to the Department, the Agency and the HMO.
5.8 INSOLVENCY. Upon any insolvency of IPA, HMO will automatically
assume all rights and obligations to IPA Providers. Upon HMO's request, IPA
shall provide evidence, the sufficiency of which shall be mutually agreed upon
between the parties, that the prepayment or capitation amounts are being
distributed in a timely manner to IPA Providers. HMO, may audit financials on
a
19
quarterly basis or as otherwise mutually agreed upon and may request a copy of
the audited annual financial statement, may request evidence of solvency from
IPA provided that the request of such IPA Providers arises from an alleged
non-payment of capitation or other contractual obligations.
5.9 CONTINUATION OF BENEFITS. If IPA Members are receiving Covered
Services upon the date of termination of this Agreement, IPA Providers shall
continue to render Covered Services to such IPA Members, until the services are
no longer necessary for the health and safety of those IPA Members. The IPA
Providers shall agree to provide such continuing services for a period of sixty
(60) calendar days. If continuing services are required so as not to
jeopardize the health of the member for a period of more than sixty (60)
calendar days, the IPA Providers may charge their post term rates for the
services provided after the expiration of the sixty (60) calendar days, if
allowed by law. The Physician agrees to provide continued care for sixty (60)
days if the Physician terminates this Agreement or is terminated by the Health
Plan and the Member has a life-threatening condition, or a disabling and
degenerative condition. IF a Member is in the third trimester of pregnancy the
care must be continued until after postpartum care. The services must be
provided and paid in accordance with the terms of this Agreement. This does
not apply if Physician is terminated for cause.
5.10 IPA Provider shall not terminate it's participation with IPA, nor
under this Agreement, for any reason, including non-payment by HMO, without
sixty (60) calendar days prior written notice to the Department and the Agency
5.11 IPA Physician shall not terminate it's participation with IPA, nor
under this Agreement, for any reason, including non-payment by HMO, without
sixty (60) calendar days prior written notice to the Department and the agency.
5.12 IPA Ancillary Provider shall not terminate its participation with IPA,
nor under this Agreement for any reason, including non-payment by HMO without
sixty (60) calendar days prior written notice to the Department and the Agency.
ARTICLE 6
COMPENSATION AND CLAIMS PROCESSING
6.1 GENERAL PRINCIPLES OF REIMBURSEMENT. With respect to Covered
Services rendered to Member, the IPA Provider rendering those Covered
Services shall be paid as provided for in Schedule 6.1.A. With
respect to Covered Services rendered by an IPA Provider to any person
enrolled in the Medicare, Medicaid and/or HMO Health Plan Products but
not a Member, such provider shall be compensated as provided for in
Schedule 5.4.
20
6.2 CLAIMS DATA; UTILIZATION REPORTS AND ENCOUNTERS REPORTING; MONTHLY
ACCOUNTING STATEMENTS. Each party shall provide each other, on a
monthly basis, aggregate claims, patient encounter reports,
utilization reports and such other reports as applicable, either party
may request pertaining to the Covered Services furnished to Member
under Medicare, and HMO Health Plan Products pursuant to this
Agreement. Additionally, each party shall provide a monthly
accounting statement of all premiums collected, all paid claims, IBNRs
and any other information as applicable reasonably requested for
Medicare, and HMO Health Plan Products. Such reports shall be
provided within forty-five (45) days of the end of the then current
reporting period. Failure to timely provide the reports required by
this Section 6.2 shall be deemed a material breach of this Agreement
for purposes of Section 5.2. Nothing contained herein shall require
either party to make any disclosure, which is prohibited by law.
6.3 ULTIMATE RESPONSIBILITY FOR PAYMENT OF CLAIMS. IPA shall not be
liable for the payment of any claims relating to Covered Services or
any other services received by a Member. IPA is neither implicitly
nor explicitly the insurer, reinsurer, guarantor, indemnifier or
underwriter of HMO or Medicare, and HMO Health Plan Products. IPA
shall not have any liability to IPA Providers with respect to the
failure of HMO to compensate any such IPA Provider for services
rendered pursuant to this Agreement.
6.3.1 COORDINATION OF BENEFITS IPA Provider further agrees that,
notwithstanding the payment provisions above, the HMO retains any and
all rights whatsoever for Third Party Liability, involving but not
limited to Auto Insurance Carriers and Subrogation (litigation) cases
and Worker's Compensation and any and all rights whatsoever for
Coordination of Benefits with another group health insurance, up to
the full amount paid to the IPA Provider by the HMO. IPA Provider also
agrees to inform the HMO, at the time the IPA Provider obtains such
information (before, during, or after services are rendered) of the
existence of any of the above underlined conditions as it relates to
the services the IPA Provider is providing to the HMO's Members. In
addition, the IPA Provider agrees to inform the HMO upon receipt of
any payment received from other than the HMO for services provided to
the HMO's Members, refunding all such monies to the HMO where Third
Party Liability and Workers' Compensation are involved and to the
extent paid by the HMO to the IPA Provider where Coordination of
Benefits with another group health insurance is involved up to the
full amount paid to the IPA Provider by the HMO, and shall_not
interfere with the attempts by the HMO to recover monies for which
another party may be liable under one of the above underlined
conditions.
21
6.4 DISPROPORTIONATE SHARE QUALIFICATION. HMO shall assist IPA and
provide in a timely manner such data and information as IPA may
reasonably request which IPA may, from time to time, need in order to
establish its eligibility to participate in or qualify for funds under
any state or federal disproportionate share programs regarding
payments to providers rendering services to persons eligible for
benefits
6.5 REINSURANCE Reinsurance may be obtained by HMO. If HMO provides the
reinsurance, IPA will have the cost of the reinsurance deducted from
the capitation amount paid to IPA. IPA may retain own reinsurance and
IPA will furnish proof of said insurance to HMO.
6.6 IPA Provider shall seek no reimbursement from the HMO Medicaid or
Medicare Member for services rendered under or in the course of this
Agreement. Should the contracts with HCFA or the Agency be terminated
or expire, payment for all services performed for eligible Medicaid or
Medicare HMO Members prior to termination/expiration will be
guaranteed by HMO.
ARTICLE 7
ASSIGNMENT AND CHANGE OF CONTROL
7.1 ASSIGNMENT. Neither party may sell, assign, or otherwise transfer
this Agreement without the prior written consent of the other party,
which shall not be unreasonably withheld.
7.2 CHANGE OF CONTROL. IF the ownership or control of any party is
materially changed at any time during the Term or any renewal term of
this Agreement, any other party may terminate this Agreement upon
sixty (60) calendar days prior written notice to the party that has
undergone the material change in ownership or control.
ARTICLE 8
MISCELLANEOUS PROVISIONS
8.1 WAIVER OF BREACH. The waiver by either party of a breach or violation
of any provision of this Agreement shall not be deemed a waiver of any
other breach of the same or different provision.
8.2 SEVERABILITY. If any provision of this Agreement is rendered
invalid or unenforceable by any act of Congress or of the Florida
Legislature or by any regulation promulgated by officials of the
United States or the applicable Florida state agency, or declared null
and void by any court of
22
competent jurisdiction, the remainder of the provisions of this
Agreement shall remain in full force and effect.
8.3 EFFECT OF SEVERABLE PROVISION. If a provision of this Agreement is
rendered invalid or unenforceable or declared null and void as
provided in Section 8.2 of this Agreement and its removal has the
effect of materially altering the obligations of any party in such
manner as, in the judgment of the party affected: (1) will cause
serious financial hardship to such party, (b) will substantially
disrupt and hamper the mutual efforts of the parties to maintain a
cost efficient means of delivery of health care services, or (c) will
cause such party to act in violation of its Articles of Incorporation
or Bylaws or equivalent organization documentation, the party so
affected shall have the right to terminate this Agreement for cause
upon sixty (60) calendar days prior written notice to the other
parties. During the notice period, each party shall make a good faith
effort to negotiate with the other party to resolve the basis of the
termination.
8.4 ARBITRATION. Any dispute arising out of or related to this Agreement
shall be resolved by arbitration. All arbitration shall be conducted
pursuant to the rules and procedures of the National Health Lawyers
Association Alternative Dispute Resolution Service Rules of Procedure
for Arbitration ("NHLA Arbitration Service"). Within thirty (30)
calendar days from receipt of a written request to arbitrate from
either party, the matter shall be submitted to a single arbitrator in
Miami, Florida, mutually selected by the parties from a list of names
to be provided by the NHLA Arbitration Service. The decision of the
arbitrator shall be final and binding on the parties, including a
decision to terminate the Agreement, and enforceable in any court of
competent jurisdiction. The arbitrator shall apply the laws of the
State of Florida in resolving all disputes arising out of or relating
to this Agreement. All arbitration costs shall be paid equally by
each party, except each party shall pay its own attorneys' and
experts' fees. The parties shall be obligated to continue their
respective obligations in accordance with the terms and conditions of
this Agreement until the dispute under this Article is resolved,
unless otherwise ordered by the arbitrator.
8.5 AMENDMENTS. Except as otherwise provided for herein, all amendments
to this Agreement must be agreed to in writing by the parties in advance of the
effective date thereof. Notwithstanding the foregoing, amendments required
because of legislative, regulatory or legal requirements shall not require the
consent of IPA or HMO. Any amendment to this Agreement requiring prior
approval of or notice to any federal or state regulatory agency shall not
become effective until all necessary approvals have been granted or all
required notice periods have expired.
23
8.6 CONFIDENTIALITY. This Agreement, including all attachment,
schedules, appendices, appendices, with any and all information disclosed by
either party to the other in relation to this Agreement, whether communicated
orally or in any physical form, related to party's business and shall be deemed
the "Confidential Information" of the party disclosing the Confidential
Information. In accordance with the following provision, IPA and HMO shall
hold each other's Confidential Information with respect to which it may gain
knowledge or possession in trust and confidence and such information shall be
used only for the purposes contemplated herein, and not for other purpose.
(a) IPA shall use the Confidential Information received from HMO
solely in relation to those agreements. No other rights are implied or granted
under this Agreement.
(b) HMO shall use the Confidential Information received from IPA
solely in relation to this Agreement. No other rights are implied or granted
under this Agreement.
(c) Confidential Information supplied by one party to another
shall not be reproduced in any form except for internal use or with the prior
written authorization of the prior written authorization of the party
furnishing the Confidential Information. Each such reproduction shall include
any ownership and confidentiality legends of the party disclosing the
Confidential Information, which may be included in the originals.
(d) The parties shall use all reasonable efforts to protect the
confidentiality of the Confidential Information received from each other with
the same degree of care used to protect its own Confidential Information ad
that its affiliates from unauthorized use or disclosure by its agents and
employees and shall not release, publish, reveal or disclose, directly or
indirectly, to any other person or entity, without the prior written consent of
the other, except that such Confidential Information may be used by or
disclosed to the parties' directors, officers, lawyers, accountants and other
professional consultants as may be reasonably require in relation to this
Agreement, provided that all such persons shall be directed and required to
maintain the disclosed Confidential Information in confidence at all times
thereafter. Such disclosure shall not relieve the parties of their obligations
under this Agreement.
(e) All Confidential Information, unless otherwise specified in
writing, shall remain the exclusive property of the party providing the
Confidential Information, shall be used by the party receiving the Confidential
Information only for the purposes permitted under this Agreement, and shall be
returned to the party furnishing the Confidential Information (including all
whole or partial copies therefore) promptly upon termination of this Agreement.
24
(f) The term "Confidential Information" does not include
information that:
(g) The provisions of this section 9.6 are necessary for the
protection of the business and goodwill of the respective parties and are
considered by the parties to be reasonable for such purpose.
(h) Without limiting other possible remedies of the parties for
breaches of their respective obligations under this Agreement, the parties
agree that the breach or threatened breach of this Agreement may cause
irreparable harm to the non-breaching party and a non-breaching party may not
have an adequate remedy at law, and therefore a non-breaching party shall be
entitled to injunctive or other equitable relief to enforce the Agreement
without obligation to post a bond.
(i) This document is confidential and not a public hospital record
and it is exempt from the provisions of Section 119.07 (1), Florida Statutes,
and Section 24(a), Art. I of the Constitution of the State of Florida
pursuant to Section 395.3035 (2) (a), Florida Statues.
8.7 NOTICE. Any notice required or desired to be given under this
Agreement shall be sent by certified mail, return receipt requested, postage
prepaid, or overnight courier, or hand delivery to the addresses set forth in
Schedule 8.7. Notices given hereunder shall be deemed given upon documented
receipt. The address to which notices are to be sent may be changed by written
notice given to the other party.
8.8 HEADINGS. The headings of the Articles contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.9 GENDER. Whenever the masculine gender is used in this Agreement, it
shall also mean and refer to the feminine gender whenever appropriate.
8.10 GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida.
8.11 ENTIRE AGREEMENT. All schedules to this Agreement and all attachments
thereto are by reference incorporated into and made part of this Agreement.
This Agreement and any amendments, exhibits, attachments, and schedules hereto
as are now incorporated, or as added from time-to-time pursuant to the terms of
this Agreement, constitute the entire understanding and agreement of the
parties hereto and supersede any prior written oral agreement pertaining to the
subject matter hereof.
25
8.12 ERISA. For purposes of the Employee Retirement Income Security Act of
1974 ("ERISA") and any other applicable state or federal laws, IPA shall not
be deemed an "Administrator" or "Name Fiduciary".
8.13 THIRD - PARTY BENEFICIARIES. The provisions of this Agreement
shall be construed for the benefit of Members.
8.14 GRIEVANCES. IPA Providers agrees to participate in the
grievance procedure adopted by the Health Plan pursuant to state or federal
requirements.
8.15 INDEPENDENT CONTRACTOR RELATIONSHIP. None of the provisions of this
Agreement are intended to create nor shall be deemed or construed to
create any relationship between the parties hereto other than that
independent entities contracting with each other hereunder solely for
the purposes of effecting the provisions of this Agreement. Neither
the parties hereto, nor any of their respective of he other. The
parties do however, understand and agree that the HMO, the Agency, and
the HCFA will pursuant to this Agreement and the Medicaid Prepaid Plan
Contract, between the Agency and the HMO, and the Medicare Contract,
between HCFA and the HMO, shall exert certain requirements on the
parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers or agents as of the date first
written above.
BEACON HEALTH PLANS, INC. Complete Wellness IPA, of
Florida Inc.
[sig] [sig]
----------------------------- -----------------------------------
Name Name
COO President and CEO
----------------------------- -----------------------------------
Title Title
3/28/98 3/1/98
----------------------------- -----------------------------------
Date Date
26
SCHEDULE 1.12
LIST OF XYZ HOSPITALS AND FACILITIES
27
SCHEDULE 1.13
LIST OF XYZ PHYSICIANS AND AVAILABILITY
28
SCHEDULE 1.3
COVERED SERVICES*
Primary Care Physician
Specialist Physician
Institutional Physician Services
Outpatient Surgery
Chiropractic Services
Podiatric Services
Anesthesia
Radiology
Laboratory
Diagnostic Services
Immunizations
PT/ST/OT
Family Planning
Ambulance in Service Area
Home Health Care
Hospice - Facility
Hospitalization Inpatient Service
Plastic Surgery
Laboratory Services Inpatient
Dental Services
Outpatient Surgery Facility
Facility Pharmacy
Durable Medical Equipment
Physical Therapy Inpatient
Emergency Room Facility
Radiation Therapy
Skilled Nursing Facility
ALL ADDITIONAL HMO CURRENTLY COVERED SERVICES NOT LISTED, AND NOT EXCLUDED
BELOW UNDER BULLET **.
*Includes both technical a professional components of items listed above.
** Out of Area covered services remain the financial responsibility of HMO;
Organ transplant/experimental related services are excluded as the IPA covered
services.
29
SCHEDULE 3.3.1
DELEGATION OF CREDENTIALING SERVICES
Complete Wellness Independent Physician Association of Florida, Inc. (IPA), on
behalf of the individual Providers, represents and warrants that each IPA
Provider has been the subject of the IPA's credentialing process. IPA has
submitted its credentialing criteria to Beacon Health Plans, Inc. (HMO), for
consideration and HMO has reviewed same and determined that said criteria is
sufficient and satisfactory to meet HMO's needs. Therefore, the IPA
credentialing criteria will be utilized to credential the Providers. HMO will
have the right to audit IPA's credentialing to determine compliance.
IPA agrees to notify HMO if it has knowledge of any change in any credentialing
information, specifically including, but not limited to, the occurrence of any
of the following:
(1) The revocation, restriction, termination or voluntary relinquishment
of any of the licenses, certifications or accreditations required to
practice medicine; or
(2) Any final adverse disposition or settlement of any legal action
against Provider for Professional negligence; or
(3) Any conviction or felony or any felony criminal charge against a
Provider; or
(4) Any lapse, termination or material change in the liability insurance
coverage required by this Agreement; or
(5) Any restriction, suspension, revocation or voluntary relinquishment of
medical staff membership or clinical privileges at any health care
facility.
(6) BHP reserves the right to review the records of IPA at least annually
upon reasonable advance notice, not less than five (5) days notice.
Such review shall not unreasonably interfere with IPA's business and
shall be conducted during normal business hours. Each party shall
bear their own costs of such review. Such review shall be an internal
document and shall not be revealed to any outside source, except as
required by law.
HMO retains the right to approve new Providers and locations, and to terminate
or suspend individual Providers specific to HMO's membership. IPA will follow
the credentialing standards created by NCQA and will also be in compliance for
any State and Federal standards. If IPA is not in compliance with the
standards set forth by NCQA, State and Federal Standards, and HMO, HMO will
have the
30
right to cancel the Delegating Agreement within thirty (30) days. IPA will
submit to HMO quarterly reports on credentialing activities.
31
SCHEDULE 4.2
ELECTRONIC DATA EXCHANGE FORMAT AND TECHNICAL SPECIFICATIONS
32
SCHEDULE 5.4
POST TERMINATION AND NON - ASSIGNED MEMBERS
PROVIDER REIMBURSEMENT RATES
(1) Primary Care Physicians:
(a) ### of Medicare Allowable for Commercial HMO Members
(excluding Sarasota and Manatee Counties)*.
(b) ### of Medicare Allowable for Medicare Members (excluding
Sarasota and Manatee Counties)*.
(2) Specialist Physicians:
(a) ### of Medicare Allowable for Commercial HMO Members
(excluding Sarasota and Manatee Counties)*.
(b) ### of Medicare Allowable for Medicare Members (excluding
Sarasota and Manatee Counties)*.
(3) Hospital: See attached compensation.
* In the event that HMO has a lower contracted reimbursement with a shared
Primary Care or Specialist Physician, HMO shall reimburse the Primary Care or
Specialist Physician directly, not IPA.
33
SCHEDULE 5.5
ASSIGNED MEMBERS - PRE-DELEGATION OF ASO SERVICES
PROVIDER REIMBURSEMENT RATES
(1) Primary Care Physicians:
(a) ### PMPM for Commercial HMO Members 0.00-1.99 Age Range for
Primary Care Covered Services (excluding Sarasota and Manatee
Counties)*.
(b) ### PMPM for Commercial HMO Members 2.00-64.99 Age Range
for Primary Care Covered Services (excluding Sarasota and
Manatee Counties)*.
(c) ### PMPM for Medicare Members for Primary Care Covered
Services (excluding Sarasota and Manatee Counties)*.
(d) ### of Medicare Allowable for Commercial HMO Members for
Non-Primary Care Covered Services (excluding Sarasota and
Manatee Counties).
(e) ### of Medicare Allowable for Medicare Members for
Non-Primary Care Covered Services (excluding Sarasota and
Manatee Counties).
(f) ### of Medicare Allowable for Commercial HMO Members
(Sarasota and Manatee Counties).
(g) ### of Medicare Allowable for Medicare Members (Sarasota
and Manatee Counties).
- Each calendar month on or before the tenth (10th) day of that
month, HMO shall mail the gross Primary Care Physician capitation
payment to IPA due for that month.
(2) Specialist Physicians:
(a) ### of Medicare Allowable for Commercial HMO Members (excluding
Sarasota and Manatee Counties).
(b) ### of Medicare Allowable for Medicare Members (excluding
Sarasota and Manatee Counties).
34
(c) ### of Medicare Allowable for Commercial HMO Members (Sarasota
and Manatee Counties).
(d) ### of Medicare Allowable for Medicare Members (Sarasota and
Manatee Counties).
(3) Hospital: See attached compensation.
35
SCHEDULE 6.1
RISK SHARING ARRANGEMENT
(1) DEFINITIONS: As used in this Schedule 6.1 shall mean:
(a) PERIOD 1 shall be the period during which either (i) IPA has less
than 1,500 Members assigned to IPA Primary Care Physicians; or
(ii) No longer than thirty (30) days after IPA has requested
delegation of credentialing, claim management, and utilization
management from HMO. Upon this maximum thirty (30) day request
for delegation of services, HMO may delegate all requested
services unless deficiencies can be substantiated for such
delegation of requested services.
(b) PERIOD 2 shall be the period subsequent to Period 1.
(2) During Period 1, HMO shall change the reimbursement methodology as
specified in Schedule 5.4 or 5.5 to a shared risk methodology as
follows:
(a) HMO will pool all funds in the Covered Services Pool (CSP) as
specified in Schedule 6.1 - Exhibit A no later than on a
quarterly basis. HMO will be responsible for reconciling the CSP
and providing IPA with any payment (if applicable) and a detailed
reconciliatory report of the CSP including all claim deductions
and all IBNR calculations, which must be jointly agreed upon by
HMO and IPA. Payments shall be made by HMO to IPA no later than
30 business days of a reconciliation. IPA and HMO will share the
pool surplus or deficit funding 50% each. Any pool deficit owed
by IPA shall be applied to the following months pool
reconciliation.
(b) HMO will continue to reimburse IPA for Primary Care Physician
capitation as specified in Schedule 5.5, (1)(a)-(c). All
payments made to IPA shall be deducted from the CSP for the
applicable period.
(c) HMO may adjust the CSP balance for the applicable monthly period
at ninety (90) days and one hundred eighty (180) days after the
close of that applicable monthly period, after the HMO and IPA
complete a quarterly review of the IBNR and mutually agreed upon
adjustments to the calculation.
36
(d) A pooling charge for catastrophic claims in excess of $25,000 for
any member in a calendar year will be subtracted from the fund.
The initial pooling charge will be ### PMPM. IPA may elect to
secure its own coverage if it meets or exceeds the coverage funded
through HMO.
(e) An initial reserve factor shall be deducted from the pool in the
amount of :
### Per member per year commercial, and ### per member
per year for Medicare.
(3) During Period 2, HMO will reimburse IPA the full amount as specified
in Schedule 6.1 - Exhibit A. Each calendar month on or before the
tenth (10th) day of that month, HMO shall mail the net payment to IPA
due for that month.
(4) During Period 2, IPA may secure its own catastrophic insurance and
eliminate the catastrophic claim pool charge under schedule 6.1 2d.
37
SCHEDULE 6.1 - EXHIBIT A
GENERAL PRINCIPALS OF REIMBURSEMENT
COMMERCIAL, MEDICAID AND MEDICARE MEMBERS
The following represents the rate of funding to the CSP or IPA by line of
business as specified in Schedule 6.1 for those Covered Services specified in
Schedule 1.3*:
(1) Commercial HMO Members: ### of the net premium collected by HMO.
(2) Medicare Members: ### of the net premium collected by HMO.
38
SCHEDULE 6.1 - EXHIBIT B
RISK SHARING ARRANGEMENT
DIVISION OF FINANCIAL RESPONSIBILITY
====================================================================================================
FINANCIAL RESPONSIBILITY
BENEFIT IPA HMO
====================================================================================================
Primary Care Physician X
----------------------------------------------------------------------------------------------------
Specialist Physician X
----------------------------------------------------------------------------------------------------
Institutional Physician Services X
----------------------------------------------------------------------------------------------------
Outpatient Surgery X
----------------------------------------------------------------------------------------------------
Chiropractic Services X
----------------------------------------------------------------------------------------------------
Podiatric Services X
----------------------------------------------------------------------------------------------------
Anesthesia X
----------------------------------------------------------------------------------------------------
Radiology X
----------------------------------------------------------------------------------------------------
Laboratory X
----------------------------------------------------------------------------------------------------
Diagnostic Services X
----------------------------------------------------------------------------------------------------
Immunizations X
----------------------------------------------------------------------------------------------------
PT/ST/OT - Professional/Outpatient X
----------------------------------------------------------------------------------------------------
Family Planning X
----------------------------------------------------------------------------------------------------
Ambulance in Service Area X
----------------------------------------------------------------------------------------------------
Home Health Care X
----------------------------------------------------------------------------------------------------
Hospice X
----------------------------------------------------------------------------------------------------
Hospitalization Inpatient Service X
----------------------------------------------------------------------------------------------------
Plastic Surgery X
----------------------------------------------------------------------------------------------------
Laboratory Services X
----------------------------------------------------------------------------------------------------
Dental Services X
----------------------------------------------------------------------------------------------------
Outpatient Surgery X
----------------------------------------------------------------------------------------------------
Pharmacy X
----------------------------------------------------------------------------------------------------
Durable Medical Equipment X
----------------------------------------------------------------------------------------------------
Physical Therapy Inpatient X
----------------------------------------------------------------------------------------------------
Emergency Room X
----------------------------------------------------------------------------------------------------
Radiation Therapy X
----------------------------------------------------------------------------------------------------
Skilled Nursing Facility X
----------------------------------------------------------------------------------------------------
Organ Transplants X
----------------------------------------------------------------------------------------------------
Experimental Procedures X
----------------------------------------------------------------------------------------------------
Out of Service Area Procedures X
====================================================================================================
* ALL MEDICAL SERVICES, EXCLUDING ORGAN TRANSPLANTS, EXPERIMENTAL PROCEDURES,
OUT-OF-AREA, SHALL BE DEDUCTED FROM THE CSP IN ORDER TO CALCULATE SURLPUS OR
DEFICIT
39
SCHEDULE 8.7
NOTICE
40
ADMINISTRATIVE SERVICES AMENDMENT TO
AGREEMENT
BY AND BETWEEN
COMPLETE WELLNESS INDEPENDENT PHYSICIAN ASSOCIATION OF FLORIDA, INC.
AND
BEACON HEALTH PLANS, INC.
THIS AMENDMENT is made effective as of the 1st day of March, 1998
("Effective Date"), by and between COMPLETE WELLNESS INDEPENDENT PHYSICIAN
ASSOCIATION OF FLORIDA, INC., a Florida corporation ("CWIPA"), and BEACON
HEALTH PLANS, INC., a Florida corporation ("HMO").
R E C I T A L S
WHEREAS, CWIPA and HMO have entered into that certain Commercial
Member Agreement by and between COMPLETE WELLNESS INDEPENDENT PHYSICIAN
ASSOCIATION OF FLORIDA, INC. and BEACON HEALTH PLANS, INC. and dated February
1, 1998 (the "Beacon Contract");
WHEREAS, pursuant to its terms, the Beacon Contract requires the
provision of certain administrative services by HMO to CWIPA, namely the
credentialing of CWIPA Physicians, utilization management functions, and claims
processing; and
WHEREAS, HMO and CWIPA desire to amend the Beacon Contract to require
that upon the request of CWIPA, HMO may delegate certain of these
administrative services to CWIPA, and CWIPA many accept such delegation.
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained and for other good and valuable consideration, the
receipt and adequacy of which are forever acknowledged and confessed, the
parties hereto agree to amend the Beacon Contract as follows:
ARTICLE I
DEFINITIONS
All defined terms as used in this Agreement, shall have the meanings
specified in the Beacon Contract, unless otherwise defined herein.
41
ARTICLE II
DELEGATION OF CREDENTIALING FUNCITONS
Upon the request of CWIPA, HMO may delegate credentialing
responsibilities to CWIPA pursuant to a separate written agreement and
provisions of Article IV hereof, provided that CWIPA can demonstrate to the
satisfaction of HMO that CWIPA's credentialing criteria, policies, and
procedures are in full compliance with HMO's credentialing standards and
guidelines recommended by the National Committee for Quality Assurance ("NCQA")
or such other accreditation organization which has accredited HMO in accordance
with Rule 59A-12. 0072, Fla. Admin. Code or any successor regulation and the
requirements imposed by Florida and federal laws and regulations governing
HMOs, as amended, from time to time, and such delegation is not otherwise
prohibited or inconsistent with state or federal laws and regulations. If HMO
delegates credentialing responsibilities to CWIPA, CWIPA shall provide to HMO a
copy of any proposed revision to or amendment of its credentialing criteria or
procedures prior to the effective date of any such revision or amendment. any
such revision shall be subject to HMO's approval as it relates to CWIPA Members
under this Agreement. Furthermore, CWIPA shall permit HMO to conduct periodic
audits of CWIPA's credentialing activities to ensure that CWIPA reasonably and
consistently applies its credentialing criteria in the manner reasonably
required by CWIPA's credentialing procedures. Upon the execution of a
delegation agreement with respect to credentialing, and adjustment (reduction)
shall be made to HMO's administrative retention percentage pursuant to Article
IV hereof, to reflect the reduction in HMO's administrative duties under this
Agreement, upon such terms as may be mutually agreeable to the parties. If the
parties cannot reach agreement on these terms or on the amount of such
reduction, CWIPA may decline to accept the delegation of credentialing
functions, which shall then continue as HMO's responsibility. Any delegation
of services made hereunder shall be subject to reasonable oversight and control
by HMO in accordance with applicable state and federal laws and regulations and
the accreditation requirements of NCQA or such other accreditation organization
that has accredited HMO in accordance with Rule 59A-12.0072, Fla. Admin. Code
or any successor regulation. HMO may elect to terminate such delegation upon
sixty (60) days prior written notice to CWIPA if HMO reasonably determines that
CWIPA is not performing the delegated services in accordance with applicable
law, regulations, accreditation standards or HMO's standards.
HMO shall retain oversight of delegated credentialing activities. Any
delegation shall be memorialized in a written document that, among other items,
will state HMO's ultimate accountability for these activities. Notwithstanding
the formal delegation of credentialing, HMO shall retain the right to approve
new providers and sites and to terminate or suspend individual providers and to
monitor the effectiveness of CWIPA's credentialing and reappointment or
recertification processes annually.
42
Upon the execution of a delegation agreement with respect to credentialing,
an adjustment (reduction), based on fair market value and as set forth in the
delegation agreement, shall be made to HMO's administrative retention
percentage to reflect the reduction in HMO's administrative duties under this
Agreement only, provided, that the following services and obligations are
within the scope of obligations delegated to CWIPA or MPO as CWIPA's designee:
1.0 CWIPA has written policies and procedures for the
credentialing process that include the original credentialing,
recredentialing, recertification, and/or reappointment of
physicians and other licensed independent practitioners who fall
under its scope of authority and action.
2.0 CWIPA's governing body, or the group or individual to whom the
governing body has formally delegated the credentialing function,
reviews and approves credentialing policies and procedures.
3.0 CWIPA designates a credentialing committee or other peer
review body that makes recommendations regarding credentialing
decisions.
4.0 CWIPA identifies those practitioners who fall under its scope
of authority and action, including, at a minimum, all physicians
and other licensed independent practitioners listed in CWIPA's
literature for CWIPA Members.
5.0 The initial credentialing process is ongoing and up-to-date.
At a minimum, CWIPA obtains and reviews verification of the
following from primary sources:
5.1 A current valid license to practice;
5.2 Clinical privileges at primary hospital;
5.3 A valid DEA or CDS certificate, as applicable;
5.4 Work history; reviewed and verified (where applicable) in
accordance with policies and procedures;
5.5 Current, adequate malpractice insurance, in accordance
with state law requirements; and
5.6 Professional liability claims history.
43
6.0 The Applicant completes an application for membership
6.1 The application includes a statement by the applicant
regarding:
6.1.1 reasons for any inability to perform the
essential functions of the position, with or
without accommodation subject to applicable
legal requirements such as the Americans With
Disabilities Act (ADA);
6.1.2 lack of present illegal drug use, subject to
applicable legal requirements such as the
Americans With Disabilities Act (ADA;
6.1.3 history of loss of license and/or felony
convictions; and
6.1.4 history of loss or limitation of privileges
or disciplinary activity.
6.2 There is an attestation to the correctness/completeness
of the application.
7.0 There is evidence that CWIPA request information on the
practitioner from recognized monitoring organizations.
7.1 CWIPA has requested information from the National
Practitioner Data Bank.
7.2 CWIPA has requested information from the State Board of
Medical Examiners or Department of Professional
Regulation (if available).
7.3 CWIPA has reviewed previous sanction activity by
Medicare and Medicaid.
8.0 There is an initial visit to each potential primary care
practitioner's office and to the offices of
obstetricians/gynecologists and other high-volume specialists (as
mutually agreed), and the visit results in documentation of a
structured review of the site and of medical record keeping
practices (upon implementation), to ensure conformance with CWIPA
standards.
44
9.0 CWIPA has written policies and procedures for the initial quality
assessment of health delivery organizations with which it intends
to contract. At a minimum CWIPA must either (a) confirm that the
health delivery organization has been reviewed and approved by a
recognized accrediting body and is in good standing with state
and federal regulatory bodies or (b) if the health delivery
organization has not been approved by a recognized accrediting
body, CWIPA must develop and implement standards of
participation. Health delivery organizations include, but are
not limited to, hospitals, home health agencies, nursing homes,
and free-standing surgical centers.
10.0 There is a process for the periodic verification of credentials
(recredentialing, reappointment, or recertification) that is
ongoing and up-to-date.
10.1 There is evidence that the process is implemented at
least every two (2) years.
10.2 At a minimum, the recredentialing, recertification, or
reappointment process includes verification form primary
sources of
10.2.1 a valid state license to practice;
10.2.2 clinical privileges in good standing at
primary hospital;
10.2.3 a valid DEA or CDS certificate, as
applicable;
10.2.4 Board certification, as applicable;
10.2.5 current, adequate malpractice insurance,
according to CWIPA's policy, and
10.2.6 professional liability claims history.
10.3 The recredentialing process includes a current
statement by the application regarding
10.3.1 physical and mental health status; and
10.3.2 lack of impairment due to chemical
dependency/substance abuse.
45
11.0 There is evidence that CWIPA requested information from
recognized monitoring organization.
11.1 CWIPA has requested information from the
National Practitioner Data Bank.
11.2 CWIPA has requested information from the
State Board of Medical Examiners or Department of
Professional Regulations (if available).
11.3 CWIPA has reviewed previous sanction activity
by Medicare and Medicaid.
12.0 The recredentialing, recertification or performance
appraisal process also includes review of data from member
complaints; results of quality reviews; utilization
management; and member satisfaction surveys.
13.0 The recredentialing process includes an on-site visit
to provider offices.
13.1 The visit results in documentation of a
structured review of the site and of medical
record keeping practices to ensure conformance with
CWIPA standards.
13.2 Offices to be visited included all primary
care providers, all obstetricians/gynecologists,
and high-volume specialists.
14.0 CWIPA has policies and procedures for reducing,
suspending, or terminating practitioner privileges.
14.1 There is a mechanism for, and evidence of
implementation of procedures for, reporting to
appropriate authorities serious quality deficiencies
resulting in suspension or termination.
14.2 There is an appeal process for instances in
which CWIPA chooses to reduce, suspend, or
terminate a practitioner's privileges with CWIPA.
CWIPA affirmatively makes known to the practitioner
the procedure by which to appeal an adverse
determination.
46
ARTICLE III
DELEGATION OF UTILIZATION MANAGEMENT FUNCTIONS
Upon the request of CWIPA, HMO may delegate utilization
management duties and responsibilities ("UM") to CWIPA, pursuant to
the provisions of Article IV hereof, provided CWIPA can demonstrate to
the reasonable satisfaction of HMO that CWIPA's UM criteria and
procedures comply with the UM standards and guidelines recommended by
the NCQA or such other accreditation organization which has accredited
HMO in accordance with Rule 59A-12.0072, Fla. Admin. Code or any
successor regulation and the requirements imposed by Florida and
federal laws and regulations and the requirements imposed by Florida
and federal laws and regulations governing health maintenance
organizations, as amended from time to time and in accordance with the
performance standards and criteria of HMO, and such delegation is not
otherwise prohibited or inconsistent with state or federal laws and
regulations. HMO shall have the right to audit CWIPA's performance of
UM from time to time, upon reasonable notice and request. Upon the
execution of a delegation agreement with respect to utilization
management functions, and adjustment (reduction) shall be made to
HMO's administrative retention premium pursuant to Article IV hereof,
to reflect the reduction in HMO's administrative duties under this
Agreement, upon such terms as may be mutually agreeable to the
parties. If the parties cannot reach agreement on these terms or on
the amount of such reduction, CWIPA may decline to accept the
delegation of utilization management functions, which shall then
continue as HMO's responsibility. Any delegation of services made
hereunder shall be subject to HMO's reasonable oversight and control
in accordance with applicable state and federal laws and regulations
and the accreditation requirements of the NCQA, or such other
accreditation organization which has accredited HMO in accordance with
Rule 59A-12.0072, Fla. Admin. Code or any successor regulation. HMO
may elect to terminate such delegation upon sixty (60) days prior
written notice to CWIPA if HMO reasonably determines that CWIPA is not
performing the delegated services in accordance with applicable law,
regulations, accreditation standards or HMO's standards.
With respect to any delegation of UM, HMO shall retain oversight
of the delegated activities. The delegation shall be memorialized in
this written document that among other items which state the
delegate's accountability for these activities, the frequency of
reporting to HMO, and the process by which the delegation will the
evaluated.
47
Upon the execution of a delegation agreement with respect to
utilization management, the adjustment (reduction), based on fair
market value and as set forth in the delegation agreement, shall be
made to HMO's administrative duties under this Agreement only,
provided, that (i) the UM program description includes, at a minimum,
policies and procedures to evaluate medical necessity, criteria used,
information sources, and the process used to review and approve the
provision of medical services, and (ii) there is a mechanism for
updating the UM program description on a periodic basis. The
adjustment (reduction) in HMO's administrative retention percentage
shall be upon such terms as may be mutually agreeable to the parties.
If the parties cannot reach agreement on these terms, CWIPA may
decline to accept the delegation of utilization management services.
If the delegated UM program includes pre-authorization and
concurrent review program, then the following shall apply:
2.0 Where procedures are used for pre-authorization and
concurrent review, qualified medical professionals
supervise review decisions.
2.1 A physician conducts a review for medical
appropriateness on any denial; and
2.2 CWIPA utilizes, as needed, physician
consultants from appropriate specialty areas
of medicine and surgery, who are certified by
one of the American Board of Medical
Specialties.
3.0 There is a set of written utilization review decision
protocols that is based on reasonable medical evidence.
3.1 Criteria for appropriateness of medical
services are clearly documented and
available, upon request, to participating
physicians.
3.2 There is a mechanism for checking the
consistency of application of criteria across
reviewers.
3.3 There is a mechanism for updating review
criteria periodically.
4.0 Efforts are made to obtain all necessary information,
including pertinent clinical information, and
consultation with the treating physician, as
appropriate.
5.0 Decisions are made in a timely manner, depending on the
emergency of the situation.
48
6.0 Reasons for denial are clearly documented and available
to the Member. Notification of a denial includes
appeal process information.
7.0 CWIPA has policies and procedures in place to evaluate
the appropriate use of new medical technologies or new
applications of established technologies, including
medical procedures, drugs, and devices.
7.1 Appropriate professionals participate in the
development of technology evaluation criteria.
7.2 Criteria include review of information from
appropriate government regulatory bodies and
unpublished scientific evidence.
7.3 Criteria are used effectively to assess new
technologies and new applications of existing
technologies.
8.0 There are mechanisms to evaluate the effects of the
program using member satisfaction data, provider
satisfaction data, and/or other appropriate means.
49
ARTICLE IV
DELEGATION OF CLAIMS PROCESSING
Upon the request of CWIPA, HMO may delegate claims processing to CWIPA
provided that CWIPA can demonstrate to the reasonable satisfaction of HMO that
CWIPA's claims processing procedures comply with applicable requirements and
accreditation standards imposed by Florida and federal laws and regulations
governing health maintenance organizations, as amended from time to time, and
in accordance with the performance standards and criteria of HMO, and such
delegation is not otherwise prohibited or inconsistent with state or federal
laws and regulations governing HMO and its operations. HMO shall have the
right to audit CWIPA's performance of claims processing from time to time. HMO
may elect to terminate such delegation upon sixty (60) calendar days prior
written notice to CWIPA in the event HMO reasonably determines that CWIPA is
not performing the delegated services in accordance with applicable law,
regulations, accreditation standards or HMO's standards. Upon notice, CWIPA
shall have sixty (60) days to cure any deficiencies. HMO may elect to
terminate such delegation immediately, if allowed by applicable law, upon HMO's
reasonable determination that CWIPA has routinely failed to pay provider claims
within the regular course of business.
BEACON HEALTH PLANS, INC.; COMPLETE WELLNESS INDEPENDENT
PHYSICIAN ASSOCIATION OF FLORIDA, INC.
a Florida corporation a Florida corporation
By: By:
---------------------------- -----------------------------
As its: As its:
------------------------ -------------------------
