MULTIPLAN, INC.
PARTICIPATING FACILITY AGREEMENT
THIS AGREEMENT, effective May 20, 1997 is entered into between MultiPlan, Inc.,
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000 (MultiPlan) and Certified Diabetic
Supplies, Inc. with principal offices located at 0000 X & X Xxxxxxxxx, Xxxxxx,
XX 00000 (Provider).
WHEREAS, MultiPlan represents and is authorized by various organizations and
institutions, including employers, third party administrators and other similar
entities (Clients), who provide or administer health care insurance pursuant to
a benefit plan, Workers' compensation programs, automobile liability coverage,
or other programs (Benefit Programs) for covered individuals (Participants) to
establish a preferred provider relationship with Provider as described herein;
and
WHEREAS, Provider wants to provide health care services in accordance with the
terms of this Agreement;
THEREFORE, in consideration of the foregoing and of the mutual covenants,
promises and undertakings herein and intending to be legally bound hereby, the
parties agree as follows:
A. RESPONSIBILITIES OF MULTIPLAN
1. Notification. MultiPlan agrees to notify its participating Clients of
that Provider is participating in the MultiPlan network, and to
distribute to its Clients material made available to MultiPlan by
Provider about Provider's services.
2. Limitations. MultiPlan does not determine benefits eligibility or
availability for Clients' Participants and does not exercise any
discretion or control as to Clients' Benefit Program assets, with
respect to policy, payment, interpretation, practices, or procedures.
MultiPlan is not the administrator, insurer, underwriter, or guarantor
of Clients' Benefit Programs, and MultiPlan is not liable for the
payment of services under Clients' Benefit Programs. Nothing in this
Agreement shall be construed as interfering with the freedom of choice
of eligible Participants.
3. Referrals. MultiPlan shall maintain a twenty-four hour-a-day toll-free
telephone referral system for the purpose of advising Clients and
Participants of providers in MultiPlan's Network. Provider shall be
included in this referral system.
B. RESPONSIBILITIES OF PROVIDER
1. Provision of Health Care Services. Provider solely shall be responsible
for the provision of health care advice and treatment rendered,
ordered, or authorized by Provider, its employees and/or agents, with
respect to Participants. Such services shall be
America's Managed Care Partner
000 Xxxxx Xxxxxx
Xxx Xxxx XX 00000-0000
Tel: (000) 000-0000
Tel: (000) 000-0000
provided to Participants, including those covered by Workers'
Compensation and auto liability coverage, in accordance with community
standards, in the manner in which Provider renders services to other
patients, and without discrimination based on sex, race, color,
religion, marital status, sexual orientation, age, ancestry, or
national origin.
2. Licensure and Certification. Provider shall comply with all laws
relating to furnishing health care services to Participants and
maintain in effect all permits, licenses and governmental approvals
which may from time to time be necessary for that purpose. Provider
shall maintain Medicare certification. Provider agrees to notify
MultiPlan within thirty days of any change in compliance with any of
these requirements. Provider shall notify MPI of any pending
investigation, action, or sanction against it, any agent and/or any
employee, which may materially affect Provider's ability to perform an
obligation under this Agreement, or would otherwise bear on a
requirement of this paragraph.
3. Utilization. Provider shall cooperate with all reasonable utilization
management programs administered by Clients or their designees to the
extent that such programs are consistent with community standards.
4. Insurance. Provider shall maintain professional liability insurance
covering Provider against claims arising out of the services to be
performed hereunder in the minimum amounts required by law or, in the
absence of statutory requirements, no less than the amounts shown on
Appendix A. If the form of insurance is "claims made," Provider shall
purchase appropriate tail coverage for claims, demands, or actions made
after termination of this Agreement in relation to acts or omissions
occurring during the term of this Agreement. Provider shall provide
MultiPlan with a copy of its certificate(s) of insurance. Provider
shall notify MultiPlan in writing within thirty days of cancellation,
non-renewal, and/or any material change in such coverage.
5. Grievance Procedures Relating to Patient Care. Provider shall maintain
procedures for resolving grievances relating to patient care, and shall
cooperate with any grievance procedures or programs sponsored by MPI,
Clients, or their designees. Provider shall notify MPI promptly upon
knowledge of any dispute, complaint, or grievance relating to patient
care or other disputes involving MPI, its Clients, their designees, or
Participants.
6. Directory. Provider agrees that MultiPlan and/or Clients may use
Provider's name, address, telephone number and type of services or
facilities in any printed directory or other roster of participating
Providers.
C. FINANCIAL
1. Compensation.
a. Provider agrees to accept as payment-in-full for covered
services rendered to participants, the amounts due according to
Appendix A. Negotiated rates offered to MultiPlan shall be above any
prompt pay discounts offered to the general public or
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required by law. If, during the term of this Agreement, Provider enters
into any other contract, agreement, or other arrangement under which
Provider provides substantially the same services at a negotiated
rate(s) less than that set forth in Appendix A, the lower negotiated
rate shall apply to covered services rendered under this Agreement.
b. Notwithstanding the foregoing, with respect to services
rendered and if fee negotiation is permitted by law and/or regulation
in the applicable state, Provider shall accept * of the fee schedule
amount as payment in full for each covered service rendered to a
Participant.
2. Payment. Provider shall submit claims to Clients on completed HCFA 1500
other standard billing form providing the same information, and Clients
must make payment to Provider within thirty business days of receipt of
a such claim in order to obtain the benefit of the negotiated rate.
Upon request, Provider shall furnish to Client or MultiPlan, all
information reasonably required to verify Provider's health care
services and the charges for such services.
3. Adjustments To Clients' Payments. Clients' payments due under this
Agreement shall be reduced by any applicable deductibles, co-payments,
coinsurance. Provider shall notify Client and MultiPlan of any
erroneous claim sent to a Client within sixty days of the date the
claim was issued, and of any erroneous payment received within sixty
days of the date Client's payment was received.
4. Disputed Claims. In the event of a dispute between Provider and a
Client regarding billed amounts, payment due, or utilization review
issues, Client shall have the right, upon written notification of MPI
about the dispute within sixty days of the date payment was due, to
withhold payment pending resolution of the dispute. MPI shall make its
best efforts to assist the parties in resolving the dispute. Until the
dispute is resolved shipments will cease.
5. Participant Xxxxxxxx. Provider agrees to xxxx the Participant for
appropriate co-payments, deductibles, and coinsurance only in the
amount of the difference between the amount due for covered services
based on Appendix A, and the sum of the amounts paid by the Clients and
any other payors. Provider shall not balance xxxx or attempt to collect
compensation from Participants in connection with services covered by
Workers' Compensation programs, except as expressly permitted by law.
6. Coordination of Benefits. Provider shall cooperate with Clients for
purposes of coordinating benefits. When a Client is a primary payor,
Provider shall accept from Client as payment in full for covered
services the amounts established in Appendix A, less the appropriate
deductibles, co-payments and coinsurance. When a Client is a secondary
payor, Provider shall accept from Client as payment for covered
services the difference between the amount set forth in Appendix A,
less the sum of the amount paid by the primary payor(s) and the
appropriate deductibles, co-payments and coinsurance.
7. Audit. Upon fifteen business days' written notice, and during
MultiPlan's regular
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* Confidential treatment requested. Portions of this document have been
omitted by blocking out the relevant text pursuant to an Application for
Confidential Treatment. Such blocked out omissions have been filed
separately with the Securities and Exchange Commission. The Registrant
shall furnish all omitted schedules and exhibits to this document upon
the request of the Securities and Exchange Commission.
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business hours, each party shall have the right to audit the other's
records pertaining to compensation under this Agreement for a period of
six months prior to the date of the notice of audit.
8. Survival. The rights and obligations set forth in this section C shall
survive the termination of this Agreement.
D. TERM AND TERMINATION
1. Term. This Agreement shall be effective for an initial term of two
years from the Effective Date indicated above. Thereafter, this
Agreement shall automatically renew for successive one year terms.
2. Termination.
a. After the expiration of the initial term, either party may
terminate this Agreement by giving no less than ninety days'
advance written notice to the other party prior to the
expiration of the term then in progress.
b. Either party may terminate this Agreement for cause due to a
material breach by giving thirty days' advance written notice
during which the breach may be cured. The notice of
termination for cause will not be effective if the breaching
party cures the breach to the reasonable satisfaction of the
other party within the thirty-day notice period.
c. MPI shall have the right to terminate this Agreement
immediately if it determines, in its reasonable discretion,
that the health or welfare of Participants is jeopardized by
the continuation of the Agreement. Under such circumstances,
MPI shall provide written notice to Provider specifying the
basis for termination.
3. Effect of Termination. If any Participant remains under Provider's care
on the termination date, whether in- or outpatient, Provider shall
continue to render appropriate care to such Participant until Provider
can arrange for transfer of such care to another Provider. Provider
shall make best efforts to transfer such Participants to other
MultiPlan providers. Provider shall accept payment from Clients for
such post-termination care as if the Agreement had not been terminated.
The rights and obligations set forth in this Section D(3) shall survive
the termination of this Agreement.
E. MISCELLANEOUS
1. Independent Contractors. Each party, including its officers, directors,
employees and agents, acts as an independent contractor. Neither party
has express or implied authority to assume or create any obligation on
behalf of the other. The parties shall maintain a cooperative
relationship in order to effectuate this Agreement.
2. Indemnification. Each party solely is responsible for its own actions
or omissions, and
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those of its officers, directors, employees and agents, arising in
connection with obligations created under this Agreement, including
Provider's rendering professional advice and/or treatment. Each party
shall hold the other, including its officers, directors, employees,
agents, successors and assigns, harmless from and against all claims,
liability, damages, and expenses, including reasonable attorneys' fees,
which may be alleged against or incurred by the other party and are the
result of any act or omission in connection with this Agreement.
3. Severability and Waiver. The waiver by either party of any breach of
any provision of this Agreement shall not be construed as a waiver of
any subsequent breach of the same or any other provision. The failure
to exercise any right hereunder shall not operate as a waiver of such
right. The finding by a court of competent jurisdiction that any
provision herein is void shall not void any other valid provision of
this Agreement.
4. Confidentiality and Disclosure.
a. The parties shall comply with all applicable laws and regulations
regarding maintenance and disclosure of Particpants' medical
records. The names of MultiPlan's Clients shall be kept confidential
and shall not be used except as necessary to implement this
Agreement.
b. Neither party shall disclose the negotiated rates and/or the
compensation payable to Provider pursuant to the terms of this
Agreement, except as may be required in order to comply with this
Agreement, or to the extent required by applicable law. In addition,
MPI, in its discretion, may release such information to Clients and
potential clients as MPI may reasonably determine is required in
connection with marketing its products.
c. MPI and Clients may include Provider's name, address, telephone
number, in its directories of participating Providers.
5. Notices. Any notice required to be given pursuant to this Agreement
shall be in writing and delivered by hand, by certified mail/return
receipt requested, or by facsimile confirmed with overnight delivery,
to the signatories, or their successors if any, at the addresses set
forth below.
6. Modification. This Agreement, together with Appendix A and Exhibit 1,
constitute the entire agreement between the parties with respect to the
subject matter hereof, and as of the date this Agreement is executed by
both parties, shall supersede any previous agreements or
understandings, written or oral, between the parties. Any modifications
to the Agreement shall be in writing and signed by both parties.
7. Assignment. This Agreement may not be assigned by either party without
the prior written approval of both parties. Any other attempt at
assignment shall be void.
8. Governing Law. This Agreement shall be governed by the laws of the
state in which Provider is licensed to operate.
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IN WITNESS HEREOF, the parties have executed this Agreement.
MultiPlan, Inc. Certified Diabetic Supplies, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
By: /S/ XXXXX X. XXXXXXX 5/20/97
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By: /S/ XXXXXX XXXXX 5/21/97 Signature date
-------------------------------
Xxxxxx Xxxxx date
Chairman Xxxxx X. Xxxxxxx
-------------------------------
Print Name
0000 X & X Xxxxxxxxx
Xxxxxx, XX 00000
Tax I.D. # 00-0000000
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MULTIPLAN, INC.
PPO PARTICIPATING FACILITY AGREEMENT
APPENDIX A
A. Fee Schedule
For covered inpatient and outpatient services rendered to Participants
including those covered by Workers' Compensation and No Fault
Automobile Liability coverage, Provider agrees to accept as payment in
full the amounts set forth below.
As per Exhibit A
B. Licensure
Provider is licensed in the state of _______________
C. Accreditation
Provider is accredited by: N/A
JCAHO _____________________ accreditation period ending __________
Other (specify) Medicare accreditation period ending __________
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(Certificate attached as Exhibit 1)
D. Insurance
Provider shall maintain product liability insurance no less than the
following amounts:
$ * per occurrence; $ annual aggregate.
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Carrier NATIONWIDE INS.
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* Confidential treatment requested. Portions of this document have been
omitted by blocking out the relevant text pursuant to an Application for
Confidential Treatment. Such blocked out omissions have been filed
separately with the Securities and Exchange Commission. The Registrant
shall furnish all omitted schedules and exhibits to this document upon
the request of the Securities and Exchange Commission.
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PPO PARTICIPATING FACILITY AGREEMENT
Exhibit 1
CERTIFICATE OF ACCREDITATION
(cover sheet)
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NY01 83317
Certified Diabetic Supplies, Inc.
EXHIBIT A
PRODUCTS AND PRICE LIST
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80%
U & C of
CPT CODE Description Quantity Price U & C
-------------------------------------------------------------------------------------------------------------
A4206 Syringes 100's * *
-------------------------------------------------------------------------------------------------------------
A4253 Strips 50's * *
100's * *
-------------------------------------------------------------------------------------------------------------
A4254 Battery Each * *
-------------------------------------------------------------------------------------------------------------
A4256 Control Solution Each * *
-------------------------------------------------------------------------------------------------------------
A4258 Lancing Devise Each * *
-------------------------------------------------------------------------------------------------------------
A4259 Lancets 100's * *
-------------------------------------------------------------------------------------------------------------
E0607 Glucose Meter Each * *
-------------------------------------------------------------------------------------------------------------
J1820 Insulin Each * *
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* Confidential treatment requested. Portions of this document have been
omitted by blocking out the relevant text pursuant to an Application for
Confidential Treatment. Such blocked out omissions have been filed
separately with the Securities and Exchange Commission. The Registrant
shall furnish all omitted schedules and exhibits to this document upon
the request of the Securities and Exchange Commission.
