INDEPENDENT PRACTICE ASSOCIATION PARTICIPATION AGREEMENT COVER SHEET
Note:
Portions of this exhibit indicated by [*] are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete, unredacted
copies of this exhibit have been filed with the Securities and Exchange
Commission as part of the Company’s confidential treatment request.
COVER
SHEET
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General
Information
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IPA
Name: Metcare of Florida, Inc
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Federal
Tax ID Number: 00-0000000
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IPA
UPIN:
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Service
Address
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Service
Address: 000 Xxxxx Xxxxxxxxxx Xxx., Xxx 000
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City:
West Palm Beach
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State:
Florida
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Zip:
33401
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Contact
Person Name:
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Email
Address:
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Telephone
Number: 000-000-0000
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Facsimile
(FAX) Number: 000-000-0000
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County:
Palm Beach
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Billing
Address
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Billing
Address: Same as Above
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City:
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State:
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Zip:
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Contact
Person Name:
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Email
Address:
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Telephone
Number:
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Facsimile
(FAX) Number:
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For
Humana Use Only
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Nomination ¨
Yes o
No
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This
Independent Practice Association Participation Agreement ("Agreement")
is
made and entered into by and between the party named on the signature page
below
(hereinafter referred to as "IPA")
and
Humana Insurance Company, Humana Health Insurance Company of Florida, Inc.,
Humana Medical Plan, Inc. and their affiliates that underwrite or administer
health plans (hereinafter referred to as “Humana”).
RELATIONSHIP
OF THE PARTIES
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1.1
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In
performance of their respective duties and obligations hereunder,
Humana
and IPA,
and IPA’s
respective employees and agents, are at all times acting and performing
as
independent contractors, and neither party, nor their respective
employees
and agents, shall be considered the partner, agent, servant, employee
of,
or joint venturer with, the other party. Unless otherwise agreed
to
herein, the parties acknowledge and agree that neither IPA
nor Humana
will be liable for the activities of the other nor the agents and
employees of the other, including but not limited to, any liabilities,
losses, damages, suits, actions, fines, penalties, claims or demands
of
any kind or nature by or on behalf of any person, party or governmental
authority arising out of or in connection with: (i) any failure to
perform
any of the agreements, terms, covenants or conditions of this Agreement;
(ii) any negligent act or omission or other misconduct; (iii) the
failure
to comply with any applicable laws, rules or regulations; or (iv)
any
accident, injury or damage to persons or property. Notwithstanding
anything to the contrary contained herein, IPA
further agrees to and hereby does indemnify, defend and hold harmless
Humana
from any and all claims, judgments, costs, liabilities, damages and
expenses whatsoever, including reasonable attorneys' fees, arising
from
any acts or omissions in the provision by IPA
of
medical services to Members. This provision shall survive termination
or
expiration of this Agreement.
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1.2
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The
parties agree that Humana’s
affiliates whose Members receive services hereunder do not assume
joint
responsibility or liability between or among such affiliates for
the acts
or omissions of such other affiliates.
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SERVICES
TO MEMBERS
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2.1
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Subject
at all times to the terms of this Agreement, IPA
agrees to provide or arrange for medical and related health care
services
to individuals designated by Humana
(herein
referred to as “Members”)
with an identification card or other means of identifying them as
Members
covered under a self-funded or fully insured health benefits plan
to which
IPA
has agreed to participate as set forth in the product participation
list
attachment.
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2.2
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IPA
agrees to provide IPA’s
services to individuals covered under other third party payors’
(hereinafter referred to as “Payor”
or “Payors”)
health benefits contracts (hereinafter referred to as "Plan"
or “Plans”)
and agrees to comply with such Payors’ policies and procedures. For
Covered Services rendered to such individuals, IPA
acknowledges and agrees that all rights and responsibilities arising
with
respect to benefits to such individuals shall be subject to the terms
of
the Payor Plan covering such individuals. Individuals covered under
such
Plans will have an identification card as a means of identifying
the Payor
Plan which provides coverage. Such identification cards will display
the
Humana
logo and/or name.
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2.3
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For
Covered Services provided to those individuals identified in Section
2.2
above, Payor will make payments for Covered Services directly to
IPA
in
accordance with the terms and conditions of this Agreement and
the rates
set forth in the payment attachment applicable to the Plan type of
such
individual. IPA
agrees that in no event, including, but not limited to, nonpayment
by
Payor, or Payor’s insolvency, shall IPA
xxxx, charge, collect a deposit from, seek compensation, remuneration
or
reimbursement from, or have any recourse against Humana
for services provided by IPA
to
Plans’ members. This provision shall not prohibit collection by
IPA
from Plans’ members for non-covered services and/or member cost share
amounts in accordance with the terms of the applicable member Plan.
Payors
Plans will provide appropriate steerage mechanisms including benefit
designs and/or IPA directory and web site listings to ensure their
covered
individuals will have incentives to utilize IPA’s
services. All obligations of IPA
under this Agreement with respect to Humana’s
Members shall equally apply to the individuals identified in Section
2.2
above.
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THIRD
PARTY BENEFICIARIES
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3.1
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Except
as is otherwise specifically provided in this Agreement, the parties
have
not created and do not intend to create by this Agreement any rights
in
other parties as third party beneficiaries of this Agreement, including,
without limitation, Members.
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SCOPE
OF AGREEMENT
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4.1
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This
Agreement sets forth the rights, responsibilities, terms and conditions
governing: (i) the status of IPA
and IPA’s
employees, subcontractors and/or independent contractors as health
care
providers (hereinafter referred to as "Participating
Providers")
providing health care services; and (ii) IPA’s
provision of professional medical services (hereinafter referred
to as
"IPA
Services")
to Members. All terms and conditions of this Agreement which are
applicable to “IPA”
are equally applicable to each Participating Provider, unless the
context
requires otherwise.
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4.2
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IPA
represents and warrants that it is authorized to negotiate terms
and
conditions of provider agreements, including this Agreement, and
further
to execute such agreements for and on behalf of itself and its
Participating Providers. IPA
further represents and warrants that Participating Providers will
abide by
the terms and conditions of this Agreement, including each of IPA’s
employed, subcontracted or independently contracted IPAs. The parties
acknowledge and agree that nothing contained in this Agreement is
intended
to interfere with or hinder communications between IPA
and Members regarding the Members’ medical conditions or treatment
options, and IPA
acknowledges that all patient care and related decisions are the
sole
responsibility of IPA
and Humana
does not dictate or control clinical decisions with respect to the
medical
care or treatment of Members.
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4.3
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IPA
acknowledges and agrees that with respect to self-funded groups,
unless
otherwise provided herein, Humana’s
responsibilities hereunder are limited to provider network administration
and/or claims processing.
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SUBCONTRACTING
PERFORMANCE
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5.1
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IPA
shall
provide directly, or through appropriate agreements with IPAs and
other
licensed health care professionals and/or providers, IPA Services
for
Members. It is understood and agreed that IPA
shall maintain written agreements with Participating Providers, if
any, in
a form comparable to, and consistent with, the terms and conditions
established in this Agreement. IPA’s
downstream provider agreements, if any, shall include terms and conditions
which comply with all applicable requirements for provider agreements
under state and federal laws, rules and regulations. In the event
of a
conflict between the language of the downstream provider agreements
and
this Agreement, the language in this Agreement shall
control.
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5.2
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IPA
shall
provide Humana
an
executed letter of agreement (in a form substantially similar to
the form
attached hereto as the letter of agreement attachment) for each
Participating Provider who is a IPA and who is subcontracted or
independently contracted with IPA
prior
to the provision of services by such Participating Provider to Members.
Such Participating Providers, if any, who do not execute a letter
of
agreement may not participate under this Agreement and may not be
listed
in Humana’s
provider directories.
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TERM
AND TERMINATION
| 6.1 |
The
term of this Agreement shall commence on _______________________,
20____
(the "Effective Date”).
The initial term of this Agreement shall be for five (5) years
(hereinafter referred to as “Initial Term”). This Agreement shall
automatically renew for subsequent one (1) year terms unless either
party
provides written notice of non-renewal to the other party at least
ninety
(90) days prior to the end of the initial term or any subsequent
renewal
terms.
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Notwithstanding
anything to the contrary herein, after the Initial Term, either party
may
terminate this Agreement without cause by providing to the other
party one
hundred and twenty (120) days prior written notice of
termination.
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| 6.3 |
Humana
may terminate this Agreement, or any individual Participating Provider,
immediately upon written notice to IPA,
stating the cause for such termination, in the event: (i) IPA's,
or any individual Participating Provider's, continued participation
under
this Agreement may adversely affect the health, safety or welfare
of any
Member or brings Humana
or
its health care networks into disrepute; (ii) IPA
or
any individual Participating Provider fails to meet Humana’s
credentialing or re-credentialing criteria; (iii) IPA
or
any individual Participating Provider is excluded from participation
in
any federal health care program; (iv) IPA
or
any individual Participating Provider voluntarily or involuntarily
seeks
protection from creditors through bankruptcy proceedings or engages
in or
acquiesces to receivership or assignment of accounts for the benefit
of
creditors; or (v) Humana
loses its authority to do business in total or as to any limited
segment
of business, but then only as to that segment.
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6.4
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In
the event of a breach of this Agreement by either party, the non-breaching
party may terminate this Agreement upon at least sixty (60) days
prior
written notice to the breaching party, which notice shall specify
in
detail the nature of the alleged breach; provided, however, that
if the
alleged breach is susceptible to cure, the breaching party shall
have
thirty (30) days from the date of receipt of notice of termination
to cure
such breach, and if such breach is cured, then the notice of termination
shall be void of and of no effect. If the breach is not cured within
the
thirty (30) day period, then the date of termination shall be that
date
set forth in the notice of termination. Notwithstanding the foregoing,
any
breach related to credentialing or re-credentialing, quality assurance
issues or alleged breach regarding termination by Humana
in
the event that Humana
determines that continued participation under this Agreement may
affect
adversely the health, safety or welfare of any Member or bring
Humana
or
its health care networks into disrepute, shall not be subject to
cure and
shall be cause for immediate termination upon written notice to
IPA.
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6.5
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IPA
agrees that the notice of termination or expiration of this Agreement
shall not relieve IPA’s
obligation to provide or arrange for the provision of IPA Services
through
the effective date of termination or expiration of this
Agreement.
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7.1
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IPA
agrees to comply with Humana’s
quality assurance, quality improvement, accreditation, risk management,
utilization review, utilization management and other administrative
policies and procedures established and revised by Humana
from time to time and, in addition, those policies and procedures
which
are set forth in Humana’s
Physician Administration Manual, or its successor (hereinafter referred
to
as the “Manual”),
and bulletins or other written materials that may be promulgated
by
Humana
from time to time to supplement the Manual. The Manual and updated
policies and procedures may be issued and distributed by Humana
in
electronic format. Paper copies may be obtained by IPA
upon written request. Revisions to such policies and procedures shall
become binding upon IPA
ninety (90) days after such notice to IPA
by
mail or electronic means, or such other period of time as necessary
for
Humana
to
comply with any statutory, regulatory and/or accreditation requirements.
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7.2
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Humana
shall
maintain an authorization procedure for IPA
to
verify coverage of Members under a Humana
health
benefits contract.
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7.3
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IPA
agrees that it shall obtain preadmission authorization or provide
admission notification with respect to Member inpatient admissions.
IPA
recognizes that failure to notify Humana
of
Member admission could result in limitation on Humana's
ability to administer Members’ benefits. In the event that IPA
fails to obtain preadmission authorization or notify Humana of a
Member
inpatient admission, the IPA’s
claim will be pended and may either not be paid (if it is not Medically
Necessary) or be subject to an administrative reduction in an amount
equal
to
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CREDENTIALING
AND PROFESSIONAL LIABILITY INSURANCE
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8.1
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Participation
under this Agreement by IPA
and Participating Providers is subject to the satisfaction of all
applicable credentialing and re-credentialing standards established
by
Humana.
IPA
shall provide Humana,
or its designee, information necessary to ensure compliance with
such
standards at no cost to Humana
or
its designee. IPA
agrees to use electronic credentialing and recredentialing processes
when
administratively feasible. IPA,
as applicable, and all Participating Providers providing IPA Services
to
Humana
Members shall be credentialed in accordance with Humana’s
credentialing process prior to receiving participating status with
Humana.
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8.2
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IPA
shall maintain, at no expense to Humana,
policies of comprehensive general liability, professional liability,
and
workers' compensation coverage as required by law, insuring IPA
and IPA’s
employees and agents against any claim or claims for damages arising
as a
result of injury to property or person, including death, occasioned
directly or indirectly in connection with the provision of IPA Services
contemplated by this Agreement and/or the maintenance of IPA’s
facilities and equipment. Upon request, IPA
shall provide Humana
with evidence of said coverage, of which minimum professional liability
coverage shall be two hundred and fifty thousand dollars ($250,000)
per
occurrence and seven hundred and fifty thousand dollars ($750,000)
in the
aggregate, or as required by state law. IPA
shall provide Humana
with written notice at least ten (10) days prior to any cancellations
and/or modifications in the coverage. IPA
shall within ten (10) business days following service upon IPA,
or such other period of time as may be required by any applicable
law,
rule or regulation, notify Humana
in
writing of any Member lawsuit alleging malpractice involving a Member.
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PROVISION
OF MEDICAL SERVICES
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9.1
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IPA
shall provide Members all available medical services within the normal
scope of and in accordance with IPA’s:
(a) licenses and certifications, and (b) privileges to provide certain
services based upon IPA’s
qualifications as determined by Humana.
IPA
agrees to comply with all requests for information related to IPA’s
qualifications in connection with Humana’s
determination whether to extend privileges to provide certain services
and/or procedures to Members. IPA
shall not xxxx, charge, seek payment or have any recourse against
Humana
or Members for any amounts related to the provision of IPA Services
for
which Humana
has notified IPA
that privileges to perform such services have not been
extended.
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9.2
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IPA
shall maintain all office medical equipment including, but not limited
to,
imaging, diagnostic and/or therapeutic equipment (hereinafter referred
to
as “Equipment”)
in acceptable working order and condition and in accordance with
the
Equipment manufacturer’s recommendations for scheduled service and
maintenance. Such Equipment shall be located in IPA’s
office locations that promote patient and employee safety. IPA
shall provide Humana
or
its agents with access to such Equipment for inspection and an opportunity
to review all records reflecting Equipment maintenance and service
history. Such Equipment shall only be operated by qualified technicians
with appropriate training and required licenses and
certifications.
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9.3
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Equipment
owned and/or operated by IPA
shall
comply with all standards for use of such Equipment and technician
qualifications established by Humana.
IPA
agrees to comply with all requests for information related to Equipment
and IPA’s
and/or IPA’s
staff, qualifications for use of same. In the event: (i) IPA’s
Equipment fails to meet Humana’s
standards; or (ii) IPA
declines to comply with Humana’s
standards for use of Equipment, IPA
agrees that it will not use such Equipment while providing services
to
Members and shall not xxxx, charge, seek payment or have any recourse
against Humana
or
Members for any amounts for services with respect to such
Equipment.
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STANDARDS
OF PROFESSIONAL PRACTICE
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10.1
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IPA
Services shall be made available to Members without discrimination
on the
basis of type of health benefits plan, source of payment, sex, age,
race,
color, religion, national origin, health status or disability.
IPA
shall provide IPA Services to Members in the same manner as provided
to
their other patients and in accordance with prevailing practices
and
standards of the profession.
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MEDICAL
RECORDS
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11.1
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IPA
shall prepare, maintain and retain as confidential the medical records
of
all Members receiving IPA Services, and Members’ other personally
identifiable health information received from Humana,
in a form and for time periods required by applicable state and federal
laws, licensing requirements, accreditation and reimbursement rules
and
regulations to which IPA
is
subject, and in accordance with accepted medical practice. IPA
shall obtain authorization of Members permitting Humana,
and/or any state or federal agency as permitted by law, to obtain
a copy
and have access, upon reasonable request, to any medical record of
Member
related to services provided by IPA
pursuant to applicable state and federal laws. Copies of such records
for
the purpose of claims processing shall be made and provided by
IPA
at
no cost to Humana
or
the Member.
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11.2
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IPA and
Humana
agree to maintain the confidentiality of information maintained in
the
medical records of Members, and information obtained from Humana
through the verification of Member eligibility, as required by law.
This
Section
11
shall survive expiration or termination of this Agreement, regardless
of
the cause.
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GRIEVANCE
AND APPEALS PROCESS/BINDING ARBITRATION
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12.1
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IPA
shall cooperate and participate with Humana
in
grievance and appeals procedures to resolve disputes that may arise
between Humana
and its Members. IPA
and
Humana
further agree that in the event they are unable to resolve disputes
that
may arise with respect to this Agreement, IPA
will
first exhaust any internal Humana
administrative review or appeal procedures prior to submitting any
matters
to binding arbitration.
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12.2
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In
the event of a dispute between IPA
and Humana
which is not resolved as set forth in Section
22
below, or which the parties cannot settle by mutual agreement, the
dispute
shall be resolved by binding arbitration, conducted by a single arbitrator
selected by the parties from a panel of arbitrators proposed by the
American Arbitration Association (“AAA”).
This applies, without limitation, to any dispute arising out of the
parties’ business relationship, including allegations or claims involving
violations of state or federal laws or regulations. In the event
the
parties cannot agree on the arbitrator, then the arbitrator shall
be
appointed by the AAA. The arbitration shall be conducted in Ft.
Lauderdale,
Florida,
in accordance with and subject to the Commercial Arbitration Rules
of the
AAA then in effect, or under such other mutually agreed upon guidelines.
Judgment upon the award rendered in any such arbitration may be entered
in
any court of competent jurisdiction, or application may be made to
such
court for judicial acceptance and enforcement of the award, as applicable
law may require or allow. The
submission of any dispute to arbitration shall not adversely affect
either
party’s right to seek preliminary injunctive relief with respect to an
actual or threatened termination, repudiation or rescission of the
Agreement. Except as expressly set forth in Section
22
below, the costs of any arbitration proceeding(s) hereunder shall
be borne
equally by the parties, and each party shall be responsible for its
own
attorneys’ fees and such other costs and expenses incurred related to the
proceedings. Notwithstanding the preceding sentence, in the event
IPA
is
an individual practitioner or is a group practice consisting of less
than
six (6) IPAs and is the prevailing party in the arbitration, then
Humana
shall
reimburse IPA
any applicable filing fees or arbitrator fees paid by IPA.
Arbitrations hereunder shall be conducted solely between IPA
and Humana;
class-based arbitration shall not be permitted. The parties agree
this
Agreement is a transaction involving interstate commerce and therefore
that the Federal Xxxxxxxxxxx Xxx, 0 X.X.X. §0 et seq. applies.
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12.3
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Notwithstanding
anything to the contrary in Section
12.2
above, Section
12.2 shall
not apply to any dispute between IPA
and
Humana:
(i) which is subject to resolution through either Section 7.10 or
Section
7.11 of that certain settlement agreement dated October 17, 2005
between
Humana Inc. and Humana Health Plan, Inc. and the representative
plaintiffs, the signatory medical societies, and class counsel
(“MDL
Settlement”);
and (ii) for which IPA
seeks resolution pursuant thereto; provided, however, any dispute
subject
to resolution under Section 7.11 of the MDL Settlement which does
not
result in a binding determination on the parties pursuant to the
terms of
Section 7.11 and for which IPA
desires to continue to pursue shall be resolved by binding arbitration
in
accordance with Section
12.2
of
this Agreement. A description of Sections 7.10 and 7.11 of the MDL
Settlement are set forth in the Manual. All final determinations
rendered
in accordance with Sections 7.10 or 7.11 of the MDL Settlement are
binding
upon IPA
and Humana.
Notwithstanding
anything to the contrary in this Section
12.3
or
in Section
22.1
below, at Humana's
option,
Sections 7.10 or 7.11 or the MDL Settlement shall not apply to any
physician, including a Participating Provider, who has opted-out
of the
MDL Settlement.
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USE
OF IPA’S NAME
| 13.1 |
Humana
may include the following information in any and all marketing and
administrative materials published or distributed in any medium:
IPA’s
name, telephone number, address, office hours, type of practice or
specialty, hospital affiliation, Internet web-site address, and the
names
of Participating Providers, including IPAs providing care at IPA’s
office, and hospital affiliation, board certification, and other
education
and training history, if applicable, of Participating Providers.
Humana
will provide IPA
with access to such information or copies of such administrative
or
marketing materials upon request.
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13.2
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IPA
may advertise or utilize marketing materials, logos, trade names,
service
marks, or other materials created or owned by Humana
after obtaining Humana’s
written consent. IPA
shall not acquire any right or title in or to such materials as a
result
of such permissive use.
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13.3
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IPA
agrees to allow Humana
to
distribute a public announcement of IPA’s
affiliation with Humana.
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PAYMENT
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14.1
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IPA
shall accept payment from Humana
for those services for which benefits are payable under a Member’s health
benefits contract (hereinafter referred to as “Covered
Services”)
provided to Member in accordance with the reimbursement terms in
the
payment attachment. IPA
shall collect directly from Member any co-payment, coinsurance, or
other
member cost share amounts (hereinafter referred to as "Copayments")
applicable to the Covered Services provided and shall not waive,
discount
or rebate any such Copayments. Payments made in accordance with the
payment attachment less
the Copayments owed by Members pursuant to their health benefits
contracts
shall be accepted by IPA
as
payment in full from Humana
for all Covered Services. This provision shall not prohibit collection
by
IPA
from Member for any services not covered under the terms of the applicable
Member health benefits contract. A reduction in payment as a result
of
claims policies and/or processing procedures is not an indication
that the
service provided is a non-covered
service.
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14.2
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IPA
agrees that payment may not be made by Humana
for services rendered to Members which are determined by Humana
not to be Medically Necessary. “Medically
Necessary”
(or “Medical
Necessity”),
unless otherwise defined by applicable law, shall mean health care
services that a physician, exercising prudent clinical judgment,
would
provide to a patient for the purpose of preventing, evaluating, diagnosing
or treating an illness, injury, disease or its symptoms, and that
are (a)
in accordance with generally accepted standards of medical practice;
(b)
clinically appropriate, in terms of type, frequency, extent, site
and
duration, and considered effective for the patient’s illness, injury or
disease; and (c) not primarily for the convenience of the patient,
physician, or other health care provider, and not more costly than
an
alternative service or sequence of services at least as likely to
produce
equivalent therapeutic or diagnostic results as to the diagnosis
or
treatment of that patient’s illness, injury or disease. For these
purposes, “generally accepted standards of medical practice” means
standards that are based on credible scientific evidence published
in
peer-reviewed medical literature generally recognized by the relevant
medical community, physician specialty society recommendations and
the
views of physicians practicing in relevant clinical areas and any
other
relevant factors. IPA
agrees
that in the event of a denial of payment for IPA Services rendered
to
Members determined not to be Medically Necessary by Humana,
that IPA
shall not xxxx, charge, seek payment or have any recourse against
Member
for such services. Notwithstanding the immediately preceding sentence,
IPA
may xxxx the Member for services determined not to be Medically Necessary
if IPA
provides
the Member with advance written notice that: (a) identifies the proposed
services, (b) informs the Member that such services may be deemed
by
Humana
to
be not Medically Necessary, and (c) provides an estimate of the cost
to
the Member for such services and the Member agrees in writing in
advance
of receiving such services to assume financial responsibility for
such
services.
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14.3
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IPA
agrees that Humana
may recover overpayments made to IPA
by
Humana
by
offsetting such amounts from later payments to IPA,
including, without limitation, making retroactive adjustments to
payments
to IPA
for errors and omissions relating to data entry errors and incorrectly
submitted claims or incorrectly applied discounts. Humana
shall provide IPA
thirty (30) days advance written notice of Humana’s
intent to offset such amounts prior to deduction of any monies due.
If
IPA
does not refund said monies or request review of the overpayments
described in the notice within thirty (30) days following receipt
of
notice from Humana,
Humana
may without further notice to IPA
deduct such amounts from later payments to IPA. Humana
may make retroactive adjustments to payments for a period not to
exceed
eighteen (18) months from original date of payment or such other
period as
may be required by applicable law.
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14.4
|
In
the event Humana
has access to IPA’s,
or a Participating Provider’s, services through one or more other
agreements or arrangements in addition to this Agreement, Humana
will determine under which agreement or arrangement payment for Covered
Services will be made.
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14.5
|
Nothing
contained in this Agreement is intended by Humana
to
be a financial incentive or payment that directly or indirectly acts
as an
inducement for IPA
to
limit Medically Necessary services.
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SUBMISSION
OF CLAIMS
|
15.1
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IPA
shall submit all claims to Humana
or
its designee, as applicable, using the Health Insurance Portability
and
Accountability Act of 1996 (“HIPAA”)
compliant 837 electronic format, or a CMS 1500 and/or UB-92, or their
successors, within one hundred eighty (180) days from the later of:
(i)
the date of service; or (ii) the date of IPA’s
receipt
of the explanation of benefits from the primary payor when Humana
is
the secondary payor; provided, however, all claims under self-insured
plans must be submitted within ninety (90) days of the date of service.
Notwithstanding the foregoing, self-insured plans may specify a shorter
period of time in which claims must be submitted. Humana
may, in its sole discretion, deny payment for any claim(s) received
by
Humana
after the later of the dates specified above. IPA
acknowledges and agrees that Members shall not be responsible for
any
payments to IPA
except for applicable Copayments and non-covered services provided
to such
Members
|
|
15.2
|
Humana
will process IPA
claims which are accurate and complete in accordance with Humana’s
normal claims processing procedures and applicable state and/or federal
laws, rules and regulations with respect to the timeliness of claims
processing. Such claims processing procedures may include, without
limitation, automated systems applications which identify, analyze
and
compare the amounts claimed for payment with the diagnosis codes
and which
analyze the relationships among the billing codes used to represent
the
services provided to Members. These automated systems may result
in an
adjustment of the payment to the IPA
for the services or in a request, prior to payment, for the submission
for
review of medical records that relate to the claim. A reduction in
payment
as a result of claims policies and/or processing procedures is not
an
indication that the service provided is a non-covered service. In
no event
may IPA
xxxx
a member for any amount adjusted in payment.
|
|
15.3
|
IPA
shall use best efforts to submit all claims to Humana
by
electronic means available and accepted as industry standards that
are
mutually agreeable, and which may include claims clearinghouses or
electronic data interface companies used by Humana.
IPA
acknowledges that Humana
may market certain products that will require electronic submission
of
claims in order for IPA
to
participate.
|
COORDINATION
OF BENEFITS
|
16.1
|
When
a Member has coverage, other than with Humana,
which requires or permits coordination of benefits from a third party
payor in addition to Humana,
Humana
will coordinate its benefits with such other payor(s). In all cases,
Humana
will coordinate benefits payments in accordance with applicable laws
and
regulations and in accordance with the terms of its health benefits
contracts. When permitted to do so by such laws and regulations and
by its
health benefits contracts, Humana
will pay the lesser of: (i) the amount due under this Agreement;
(ii) the
amount due under this Agreement less the amount payable or to be
paid by
the other payor(s); or (iii) the difference between allowed billed
charges
and the amount paid by the other payor(s). In no event, however,
will
Humana,
when its plan is a secondary payor, pay an
amount, which, when combined with payments from the other payor(s),
exceeds the rates set out in this Agreement; provided, however, if
Medicare is the primary payer, Humana
will, to the extent required by applicable law, regulation or Centers
for
Medicare and Medicaid Services (“CMS”)
Office of Inspector General (“OIG”)
guidance, pay IPA
an
amount up to the amount Humana
would have paid, if it had been primary, toward any applicable unpaid
Medicare deductible or coinsurance.
|
NO
LIABILITY TO MEMBER FOR PAYMENT
|
17.1
|
IPA
agrees that in no event, including, but not limited to, nonpayment
by
Humana,
Humana’s
insolvency or breach of this Agreement, shall IPA
or
any Participating Provider xxxx, charge, collect a deposit from,
seek
compensation, remuneration or reimbursement from, or have any recourse
against Members or persons other than Humana
(or the payor issuing the health benefits contract administered by
Humana)
for Covered Services provided by IPA.
This provision shall not prohibit collection by IPA
from Member for any non-covered service and/or Copayments in accordance
with the terms of the applicable Member health benefits
contract.
|
|
17.2
|
IPA
further
agrees that: (i) this provision shall survive the expiration or
termination of this Agreement regardless of the cause giving rise
to
expiration or termination and shall be construed to be for the benefit
of
the Member; (ii) this provision supersedes any oral or written contrary
agreement now existing or hereafter entered into between IPA
and
Member or persons acting on their behalf; and (iii) this provision
shall
apply to all employees, agents, trustees, assignees, subcontractors,
and
independent contractors of IPA,
and IPA
shall
obtain from such persons specific agreement to this
provision.
|
|
17.3
|
Any
modification to this Section
17
shall not become effective unless approved by the Commissioner of
Insurance, in the event such approval is required by applicable state
law
or regulation, or such changes are deemed approved in accordance
with
state law or regulation.
|
ACCESS
TO INFORMATION
| 18.1 |
IPA
agrees
that Humana,
or any state or federal regulatory agency as required by law, shall
have
reasonable access and an opportunity to examine IPA’s
financial and administrative records as they relate to services provided
to Members during normal business hours, on at least seventy-two
(72)
hours advance notice, or such shorter notice as may be imposed on
Humana
by
a federal or state regulatory agency or accreditation organization.
|
NEW
PRODUCT INTRODUCTION
| 19.1 |
From
time to time during the term of this Agreement, Humana
may develop or implement new products. Should Humana
offer participation in any such new product to IPA,
IPA
shall
be provided with ninety (90) days' written notice prior to the
implementation of such new product. If IPA
does
not object in writing to its participation in such new product within
such
ninety (90) day notice period, IPA
shall
be deemed to have accepted participation in the new product. In the
event
IPA
objects
to its participation in a new product, the parties shall confer in
good
faith to reach agreement on the terms of IPA’s
participation. If agreement on such new product cannot be reached,
such
new product shall not apply to this Agreement. Humana
may in its discretion, establish, develop, manage and market provider
networks in which IPA
may
not be selected to participate.
|
ASSIGNMENT
AND DELEGATION
|
20.1
|
The
assignment by IPA
of
this Agreement or any interest hereunder shall require notice to
and the
written consent of Humana.
As used in this paragraph, the term “assignment” shall also include a
change of control in IPA’s
practice by
merger, consolidation, transfer, or the sale of thirty-three percent
(33%)
or more stock or other ownership interest in IPA’s
practice.
Any attempt by IPA
to
assign this Agreement or any interest hereunder without complying
with the
terms of this paragraph shall be void and of no effect, and Humana,
at its option, may elect to terminate this Agreement upon thirty
(30) days
written notice to IPA,
without any further liability or obligation to IPA.
Humana
may assign this Agreement in whole or in part to any purchaser of
or
successor to the assets or operations of Humana,
or to any affiliate of Humana,
provided that the assignee agrees to assume Humana’s
obligations under this Agreement. Upon notice of an assignment by
Humana,
IPA
may
terminate this Agreement upon thirty (30) days written notice to
Humana.
|
COMPLIANCE
WITH REGULATORY REQUIREMENTS
|
21.1
|
IPA
acknowledges,
understands and agrees that this Agreement may be subject to the
review
and approval of state regulatory agencies with regulatory authority
over
the subject matter to which this Agreement may be subject. Any
modification of this Agreement requested by such agencies or required
by
applicable law or regulations shall be incorporated herein as provided
in
Section
23.10,
of this Agreement.
|
| 21.2 |
IPA
and
Humana
agree to be bound by and comply with the provisions of all applicable
state and/or federal laws, rules and regulations. The alleged failure
by
either party to comply with applicable state and/or federal laws,
rules or
regulations shall not be construed as allowing either party a private
right of action against the other in any court, administrative or
arbitration proceeding in matters in which such right is not recognized
or
authorized by such law or regulation. IPA
and Participating Providers agree to procure and maintain for the
term of
this Agreement all license(s) and/or certification(s) as is required
by
applicable law and Humana’s
policies and procedures. IPA
shall
notify Humana
immediately of any changes in licensure or certification status of
IPA
or
Participating Providers. If IPA
or
any individual Participating Provider violates any of the provisions
of
applicable state and/or federal laws, rules and regulations, or commits
any act or engages in conduct for which IPA’s
or
Participating Providers’ professional licenses are revoked or suspended,
or otherwise is restricted by any state licensing or certification
agency
by which IPA
or
Participating Providers are licensed or certified, Humana
may immediately terminate this Agreement or any individual Participating
Provider.
|
DISPUTE
RESOLUTION/LIMITATIONS ON PROCEEDINGS
|
22.1
|
IPA
may
contest the amount of the payment, denial or nonpayment of a claim
only
within a period of eighteen (18) months following the date such claim
was
paid, denied or not paid by the required date by Humana.
In order to contest such payments, IPA
shall
provide to Humana,
at a minimum, in a clear and acceptable written format, the following
information: Member name and identification number, date of service,
relationship of the Member to the patient, claim number, name of
the
provider of the services, charge amount, payment amount, the allegedly
correct payment amount, difference between the amount paid and the
allegedly correct payment amount, and a brief explanation of the
basis for
the contestation. Humana
will review such contestation(s) and respond to IPA
within
thirty (30) days of the date of receipt by Humana
of
such contestation. Notwithstanding the foregoing, in the event the
claims
contestation is subject to resolution under Section 7.11 of the MDL
Settlement, IPA
may
elect to pursue resolution thereunder in lieu of the contestation
procedure set forth in this Section
22.1;
provided, however, any commencement of an appeal under Section 7.11
shall
be brought within the eighteen (18) month timeframe set forth in
this
Section
22.1
or
shall otherwise be barred. Further, in the event IPA
fails to exercise the contestation rights set forth in this Section
22.1,
IPA
shall not be entitled to pursue an appeal under Section 7.10 of the
MDL
Settlement.
|
|
22.2
|
In
the event of a determination, following either the review of the
claims
contestations by Humana,
or following the arbitration proceedings described in Section
12.2
above, that the claims in dispute, in the aggregate, were processed
and
paid correctly, IPA
shall,
upon request of Humana,
reimburse Humana
for its costs in reviewing the claims contestations and reprocessing
the
claims and, in the event the matter was submitted by either party
for
arbitration, the costs and expenses, and attorneys fees incurred
by
Humana
that are attributable to the arbitration proceeding. In the event
of a
determination, following either the review of the claims contestations
by
Humana
or
following the arbitration proceedings described in Section
12.2
above, that the claims in dispute, in the aggregate, were not processed
and paid correctly by Humana,
Humana
shall, upon request of IPA,
reimburse IPA’s
costs
in preparing the claims contestation submission to Humana,
and, in the event the matter was submitted by either party for
arbitration, the costs and expenses, and attorneys fees incurred
by
IPA
that
are attributable to the mediation or arbitration
proceeding.
|
MISCELLANEOUS
PROVISIONS
|
23.1
|
SEVERABILITY.
If any part of this Agreement should be determined to be invalid,
unenforceable, or contrary to law, that part shall be reformed, if
possible, to conform to law, and if reformation is not possible,
that part
shall be deleted, and the other parts of this Agreement shall remain
fully
effective.
|
|
23.2
|
GOVERNING
LAW.
This Agreement shall be governed by and construed in accordance with
the
applicable laws of the State of Florida. The parties agree that applicable
state and/or federal laws and/or regulations may make it necessary
to
include in this Agreement specific provisions relevant to the subject
matter contained herein. Such state law provisions, if any, are set
forth
in the state law coordinating provisions attachment hereto.
Such federal law provisions, if any, are set forth in the Medicare
Advantage provisions attachment hereto.
The parties agree to comply with any and all such provisions and
in the
event of a conflict between the provisions in the state law coordinating
provisions attachment and/or
the Medicare Advantage provisions attachment and
any other provisions in this Agreement, the provisions in those
attachments, as applicable, shall control. In the event that state
and/or
federal laws and/or regulations enacted after the Effective Date
expressly
require specific language be included in this Agreement, such provisions
are hereby incorporated by reference without further notice by or
action
of the parties and such provisions shall be effective as of the effective
date stated in such laws, rules or
regulations.
|
| 23.3 |
WAIVER.
The waiver, whether express or implied, of any breach of any provision
of
this Agreement shall not be deemed to be a waiver of any subsequent
or
continuing breach of the same provision. In addition, the waiver
of one of
the remedies available to either party in the event of a default
or breach
of this Agreement by the other party shall not at any time be deemed
a
waiver of a party's right to elect such remedy at any subsequent
time if a
condition of default continues or
recurs.
|
|
23.4
|
NOTICES.
Any notices, requests, demands or other communications, except notices
of
changes in policies and procedures pursuant to Section
7,
required or permitted to be given under this Agreement shall be in
writing
and shall be deemed to have been given: (i) on the date of personal
delivery; or (ii) provided such notice, request, demand or other
communication is received by the party to which it is addressed in
the
ordinary course of delivery: (a) on the third day following deposit
in the
United States mail, postage prepaid or by certified mail, return
receipt
requested; (b) on the date of transmission by facsimile transmission;
or
(c) on the date following delivery to a nationally recognized overnight
courier service, each addressed to the other party at the address
set
forth below their respective signatures to this Agreement, or to
such
other person or entity as either party shall designate by written
notice
to the other in accordance herewith. Humana
may also provide such notices to IPA
by
electronic means to the e-mail address of IPA
set
forth on the Cover Sheet to this Agreement or to other e-mail addresses
IPA
provides
to Humana
by
notice as set forth herein. Unless a notice specifically limits its
scope,
notice to any one party included in the term “IPA”
or “Humana”
shall constitute notice to all parties included in the respective
terms.
|
|
23.5
|
CONFIDENTIALITY.
IPA
agrees that the terms of this Agreement and information regarding
any
dispute arising out of this Agreement are confidential, and agrees
not to
disclose the terms of this Agreement nor information regarding any
dispute
arising out of this Agreement to any third party without the express
written consent of Humana,
except pursuant to a valid court order, or when disclosure is required
by
a governmental agency. Notwithstanding anything to the contrary herein,
the parties acknowledge and agree that IPA
may
discuss the payment methodology included herein with Members requesting
such information.
|
|
23.6
|
COUNTERPARTS,
HEADINGS AND CONSTRUCTION.
This Agreement may be executed in one or more counterparts, each
of which
shall be deemed an original, and all of which together constitute
one and
the same instrument. The headings in this Agreement are for reference
purposes only and shall not be considered a part of this Agreement
in
construing or interpreting any of its provisions. Unless the context
otherwise requires, when used in this Agreement, the singular shall
include the plural, the plural shall include the singular, and all
nouns,
pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine or neuter, as the identity of the person or persons
may require. It is the parties desire that if any provision of this
Agreement is determined to be ambiguous, then the rule of construction
that such provision is to be construed against its drafter shall
not apply
to the interpretation of the provision.
|
|
23.7
|
INCORPORATION
OF ATTACHMENTS.
All attachments attached
hereto are incorporated herein by reference.
|
|
23.8
|
FORCE
MAJEURE.
Neither party to this Agreement shall be deemed to breach its obligations
under this Agreement if that party's failure to perform under the
terms of
this Agreement is due to an act of God, riot, war or natural
disaster.
|
|
23.9
|
ENTIRE AGREEMENT.
This Agreement, including the attachments, addenda and amendments
hereto
and the documents incorporated herein, constitutes the entire agreement
between Humana
and IPA
with
respect to the subject matter hereof, and it supersedes any prior
or
contemporaneous agreements, oral or written, between Humana
and IPA.
|
|
23.10
|
MODIFICATION OF AGREEMENT.
This
Agreement may be amended in writing as mutually agreed upon by
IPA
and
Humana.
In addition, Humana
may amend this Agreement upon ninety (90) days' written notice to
IPA.
Failure of IPA
to
object in writing to such amendment during the ninety (90) day notice
period shall constitute acceptance of such amendment by IPA.
|
|
23.11
|
MATERIAL
ADVERSE CHANGES.
Notwithstanding anything to the contrary in Sections
6,
7.1,
19.1,
23.10
or
the payment attachment, in the event Humana
makes
a material adverse change in the terms of this Agreement it shall
provide
at least ninety (90) days written notice to IPA
of
such change; except where a shorter notice period is required to
comply
with applicable law or regulation. If IPA
objects
to the change that is the subject of the notice, then IPA
must
within thirty (30) days of the date of the notice give written notice
of
termination of this Agreement which notice shall be effective at
the end
of the notice period of the material adverse change; provided, however,
if
Humana
provides
written notice within sixty-five (65) days of the date of the original
notice of the material adverse change that it will not implement
such
change as to IPA,
then IPA’s
notice of termination shall be of no force or effect.
|
CONTRACTING
LIMITATIONS
|
24.1
|
Unless
otherwise agreed to in writing by Humana, IPA and its affiliated
companies
agree not to enter into any risk contract (including global, full
and
limited risk and capitated contracts) with any other health maintenance
organization, health insurance company, health benefits organization,
prepaid health plan or similar entity providing prepaid health services
and/or any affiliated companies thereof and who underwrite, administer,
market or otherwise participate in the Medicare Advantage (formerly
known
as Medicare+Choice) program and have a contract with the Centers
for
Medicare and Medicaid Services covering the following counties in
the
State of Florida, specifically: Xxxxxx, St. Lucie, Okeechobee and
Glades
counties (“Medicare
Advantage Competitor”).
Failure to comply with the provisions of this paragraph will constitute
cause for termination of the Agreement.
|
|
24.2
|
IPA
represents and warrants that the execution, delivery and performance
of
the terms of the “Contracting Limitations” provision does not and will not
constitute a breach of any other contract to which IPA is
subject.
|
|
24.3
|
The
parties agree that this “Contracting Limitations” Section 24 does not in
any way: (a) require IPA to terminate his/her/its relationship with
any
Medicare Advantage Competitor or patient; or (b) restrict IPA’s ability to
treat patients, including those currently enrolled in a Medicare
Advantage
Competitor, on a self-pay and/or out-of-network and/or emergency
basis; or
(c) apply or relate to any of IPA’s contractual relationships with health
maintenance organizations, health insurance companies, health benefits
organizations, prepaid health plans or similar entities providing
coverage
for health services and/or any affiliated companies thereof as they
apply
to commercial or self-insured programs or
plans.
|
|
24.4
|
The
parties hereby agree that this “Contracting Limitations” Section 24 shall
terminate on December 31, 2013 (the “Contracting Limitations Termination
Date”)
|
NON-SOLICITATION
|
25.1
|
IPA
acknowledges that Humana
has invested and will invest substantial resources including funds,
time,
effort and goodwill in building a roll of Medicare Advantage Members
to be
treated by IPA
or IPA Participating Provider.
Therefore, IPA
agrees that IPA
and or any of IPA’s
Participating Providers, employees, principals or financially related
entities, shall not solicit, persuade, induce, coerce or otherwise
cause
the disenrollment of any Medicare Advantage Member at any time, directly
or indirectly. If thirty-five (35) or more Medicare Members assigned
to an
individual IPA
Participating Provider disenroll from Humana due to IPA’s
directly or indirectly soliciting, persuading, inducing, coercing
or
otherwise causing the disenrollment of such Medicare Advantage Members
to
be treated by IPA
or
IPA's
Participating Provider, employees, principals or other financially
related
entity under some other prepaid health care benefit plan other than
Humana's,
IPA
shall pay Humana
the amount of three thousand dollars ($3,000.00) for each disenrolled
Medicare Advantage Member who is treated by IPA,
or any of IPA’s
Participating Provider, employees, principals or any financially
related
entity. IPA
hereby agrees to agree that this amount is not a penalty and constitutes
liquidated damages in as much as the actual damages are not and cannot
be
ascertained at the time of the execution of this Agreement. IPA
understands that this liquidated damages clause does not apply to
or
require payment from the Medicare Advantage Members under any
circumstance. IPA
further acknowledges and agrees that in the event of termination
of this
Agreement, the amount calculated by Humana
herein as liquidated damages shall be deducted from any amount
Humana
may owe IPA
including, but not limited to any surplus amount owed for services
rendered by IPA to Members as per the Payment Attachment referenced
in
this Agreement.
|
|
25.2
|
Humana
agrees with IPA
that this paragraph shall not be applicable in the case of any Medicare
Advantage Member who disenrolls and is treated by IPA
or
anyone else as a private patient (i.e. the Medicare Advantage Member
does
not enroll in another Medicare Advantage plan.) In addition, Medicare
Advantage Members who were patients prior to IPA’s participation as a
Humana Participating Provider under this Agreement or any other prior
participating agreement with Humana, are excluded from this provision,
if
the IPA can furnish documentation to Humana in the form of a list
of
his/her patients prior to becoming a Humana Participating Provider.
IPA
has the obligation to and agrees to notify Humana immediately of
the name
of any Medicare Advantage Member of former Medicare Advantage Member
treated by IPA or IPA Participating Provider or any other person
covered
by this provision. This paragraph shall survive for twelve (12) months
following the termination or expiration of this Agreement, except
in the
event that IPA
terminates
this Agreement for material breach of this Agreement by Humana,
which material breach is finally adjudicated by a court of competent
jurisdiction or is finally adjudicated by an arbitrator through binding
arbitration conducted in accordance with Section
12.
|
HUMANA
CONTRACTING LIMITATIONS
|
26.1
|
[*]
|
|
26.2
|
[*]
|
IN
WITNESS WHEREOF,
the
parties have the authority necessary to bind the entities identified herein
and
have executed this Agreement to be effective as of the Effective
Date.
| IPA/AUTHORIZED SIGNATORY | HUMANA | ||
|
Signature:_________________________________
|
Signature:
_________________________________
|
||
|
Printed
Name:________________________________
|
Printed
Name:________________________________
|
||
| Title: ____________________________________ | Title: ____________________________________ | ||
|
Date:____________________________________
|
Date:
____________________________________
|
Address
For Notice:
|
IPA:
|
HUMANA:
|
|
|
000
Xxxxx Xxxxxxxxxx Xxx., Xxx 000
|
0000
XX 000xx Xxx
|
|
|
Xxxx
Xxxx Xxxxx XX 00000
|
Xxxxxxx,
XX 00000
|
|
|
Attn:
Provider Contracting
|
||
|
Copy
to:
|
||
|
Humana
Inc.
|
||
|
X.X.
Xxx 0000
|
||
|
Xxxxxxxxxx,
Xxxxxxxx 00000-0000
|
||
|
Attn:
Law Department
|
PRODUCT
PARTICIPATION LIST
ATTACHMENT
IPA
agrees
to
participate in the health benefits plan(s) selected below, whether self-funded
or fully insured, that are offered or administered by Humana.
Health
Benefits Plan (Check only those which apply)
|
Commercial
HMO Plans
|
X
|
|
|
Commercial
HMO Choice Plans
|
|
X
|
|
Commercial
PPO Plans
|
|
X
|
|
Commercial
POS Plans
|
|
X |
|
Commercial
EPO Plans
|
|
X
|
|
Medicare
PPO Plans
|
|
X
|
|
Medicare
HMO Plans
|
|
X
|
|
Medicare
POS Plans
|
|
X
|
|
Medicaid
HMO Plans
|
|
N/A
|
|
Traditional
Plans
|
|
X
|
IPA
INFORMATION
ATTACHMENT
(To
be
provided by IPA
prior to
execution of this Agreement.)
The
following information is to be listed below for IPA
and
each
Participating Provider: address, phone number, fax number, tax identification
number, contact person, area of specialty, office hours, and area hospitals
where IPA
and
Participating Providers have admitting privileges and the corresponding hospital
privilege category.
This
Agreement is limited to IPA and Participating Providers located in the following
counties in the state of Florida:
Central
Region: Marion, Sumter, Lake and Polk
Gulf
Coast: Lee, Charlotte, Xxxxxxx, Manatee and Sarasota
Treasure
Coast: Xxxxxx, St. Lucie, Okeechobee and Glades
LETTER
OF AGREEMENT
ATTACHMENT
WHEREAS,
Humana
Insurance Company, Humana Health Insurance Company of Florida, Inc., Humana
Medical Plan, Inc., and their affiliates who underwrite or administer health
plans (hereinafter referred to as "Humana")
and
Metcare
of Florida, Inc.
(hereinafter referred to as "IPA")
entered into a IPA Participation Agreement (hereinafter "Agreement")
on
___________________,
AND
WHEREAS,
IPA
and
Humana
agreed
to be bound by the terms and conditions of the Agreement,
AND
WHEREAS,
the
undersigned IPA (hereinafter referred to as "Participating
Provider")
is a
member of IPA,
and a
Participating Provider pursuant to the Agreement between IPA
and
Humana
,
AND
WHEREAS,
Participating
Provider
acknowledges and agrees that the joinder of the Humana
companies above shall not be construed as imposing joint responsibility or
cross
guarantee between or among Humana
companies.
NOW,
THEREFORE,
the
parties hereby agree as follows:
Participating
Provider
agrees
to abide by all of the terms and conditions set forth in the Agreement, and
to
abide by all Humana
policies
and procedures established and revised from time to time by Humana
including, but not limited to, quality assurance, quality improvement, risk
management, utilization management, credentialing and recredentialing, and
grievances/appeals.
Participating
Provider
unconditionally authorizes Humana
and
IPA
to share
information, including but not limited to credentialing, recredentialing,
quality management and utilization management information as related to
treatment of individuals covered under those Humana
health
benefits plans covered under the Agreement (hereinafter "Members").
However, it is understood expressly that the information shall not be shared
with anyone not a party to the Agreement, unless required by law or pursuant
to
prior written consent of Participating
Provider.
Participating
Provider
acknowledges that Participating
Provider
has been
provided an opportunity to read the Agreement, all of the terms of which are
hereby incorporated by reference.
Participating
Provider
further
agrees that payment to IPA
or
Participating
Provider,
as
applicable, from Humana,
less
any Copayments owed by the Member, is payment in full for health care services
provided or arranged for Members in accordance with the applicable Member health
benefits contract and the terms and conditions of this Agreement. Participating
Provider
shall
look solely to IPA
for
payment and agrees that payments made by Humana
to
IPA
for
Covered Services rendered to Members by Participating
Provider
constitutes payment in full to Participating
Provider.
Participating
Provider
further
agrees that in the event of termination or expiration of the Agreement, or
in
the event IPA
is
dissolved for whatever reason, Participating
Provider
shall
continue to provide health care services under the terms and conditions of
the
Agreement and Humana
agrees
to continue to pay Participating
Provider
in
accordance with the fee-for-service payment arrangements stated in the payment
attachment of the Agreement, for a period of one hundred and eighty (180) days
after notice of dissolution of IPA
or the
effective date of termination or expiration of the Agreement, during which
time
a new IPA agreement may be negotiated between Humana
and the
individual Participating
Provider.
Humana
may
terminate such Participating
Provider
participation at any time after dissolution of IPA
or
termination or expiration of the Agreement upon written notice to Participating
Provider.
|
HUMANA
|
PARTICIPATING
PROVIDER
|
||
|
Signature:
_________________________________
|
Signature:
_________________________________
|
||
|
Print
Name: ________________________________
|
Print
Name: ________________________________
|
||
|
Date:
____________________________________
|
Date:
____________________________________
|
Ownership
Disclosure Form
IPA:
Metcare
of Florida, Inc
(Must
be
indentical to the name shown on the Cover Sheet.)
STATUS:
|
__________________________________
|
Sole
Proprietorship
|
|
|
__________________________________
|
Professional
Association
|
|
|
__________________________________
|
Partnership
or Limited Liability Company
|
|
|
______________X_________________________________
|
Corporation
|
List
names and addresses of all principals and indicate percent of ownership, if
applicable. (“Principal” means any shareholder, officer, director, partner,
member, manager, joint venturer or anyone else having an ownership in or
managerial control over IPA.) Attach additional sheets if
necessary.
Note:
Portions of this exhibit indicated by [*] are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete, unredacted
copies of this exhibit have been filed with the Securities and Exchange
Commission as part of the Company’s confidential treatment request.
Percentage
of Premium Payment Attachment
I:
PAYMENT FOR MEMBERS ASSIGNED TO IPA PRIMARY CARE
PHYSICIAN(S)
|
A:
|
PAYMENT
AND FUNDING
ARRANGEMENTS
|
Humana
agrees
to pay IPA
for
Covered Services provided to Medicare HMO Members who have been assigned
to
IPA
Primary
Care Physician(s) according to the payment arrangement set forth below.
IPA
agrees
that the payment arrangements and rates set out in below and as further
identified below shall apply for Covered Services rendered to Humana
Members.
The following table sets out the risk shared between Humana
and
IPA
of any
surplus/deficit in the Funds.
|
|
Total % of
Premium
Allocation**
|
|
Part A
Fund Split
IPA/HUMANA*
|
|
Part B
Fund
IPA/HUMANA*
|
|
Stop-Loss
Fund Split
IPA/HUMANA*
|
||||||
|
PRODUCT
|
|||||||||||||
|
Medicare
HMO
(Applicable
for Calendar Year 2008)
|
[*]
|
%
|
[*]%/[*]
|
%
|
[*]%/[*]
|
%
|
[*]%/[*]
|
%
|
|||||
|
Medicare
HMO
(Applicable
for Calendar Year 2009)
|
[*]
|
%
|
[*]%/[*]
|
%
|
[*]%/[*]
|
%
|
[*]%/[*]
|
%
|
|||||
|
Medicare
HMO
(Applicable
for Calendar Year 2010)
|
[*]
|
%
|
[*]%/[*]
|
%
|
[*]%/[*]
|
%
|
[*]%/[*]
|
%
|
|||||
|
Medicare
HMO
(Applicable
for Calendar Year 2011 and thereafter)
|
[*]
|
%
|
[*]%/[*]
|
%
|
[*]%/[*]
|
%
|
[*]%/[*]]
|
%
|
|||||
|
*
|
Percentage
of surplus or deficit allocated to IPA/Humana
as
described herein.
|
|
**
|
Percentage
of premium as described below in Section
B.
|
B. PERCENT
OF PREMIUM CALCULATION METHODOLOGY
I. The
Medicare HMO percentage of premium shall be based on the income Humana
collects
from CMS and any premium from Member for each Member assigned to IPA
Primary
Care Physician.
II. In
the
event Humana
changes
the benefits offered under Humana's
health
care benefit plans, all payments, allocations, fundings and tables established
or provided for under this Attachment shall be increased or decreased as
may be
required in order to directly reflect the actuarial change.
C. FUND
DESCRIPTIONS
1. Part
A Fund
A
Part A
Fund shall be established which will consist of the "Part A Revenue" and
"Part A
Expenses". The fund shall be calculated as follows:
Part
A
Fund Revenue
Part
A
Fund Revenue shall consist of amounts equal to the appropriate funding as
outlined in the Funding Table for those Medicare and Medicaid Members for
each
product covered under this Agreement multiplied by the number of Members
assigned to IPA
Primary
Care Physician in each category covered under this Agreement. Such amounts
shall
be credited to the Part A Fund as "Part A Revenue".
Part
A
Fund Expenses
Part
A
Fund Expenses shall consist of amounts equal to the claims and/or capitation
paid to providers by Humana
for
Covered Services provided to Members assigned to IPA
Primary
Care Physician, plus an actuarially determined amount for claims incurred
but
not reported or paid (IBNR) and a catastrophic withhold amount as calculated
by
Humana
for Part
A Expenses.
Part
A
Expenses include, but are not limited to, costs identified for inpatient
hospital (medical and surgical services), inpatient hospital psychiatric
services,
selected outpatient surgery procedures at Humana
contracted facilities,
skilled
nursing home services, applicable disease management programs, home health
care
services, and the cost of stop-loss coverage if provided by Humana.
Part A
Expenses also include the cost of other Covered Services or costs which may
be
determined to be Part A Expenses by Humana
in the
normal course of business
2. Part
B Fund
A
Part B
Fund shall be established to pay for Part B Expenses. The fund shall be
calculated as follows:
Part
B
Fund Revenue
Part
B
Fund Revenue shall consist of amounts equal to the appropriate funding as
outlined in the Funding Table for those Medicare and Medicaid Members for
each
product covered under this Agreement multiplied by the number of Members
assigned to IPA
Primary
Care Physician in each category covered under this Agreement. Such amounts
shall
be credited to the Part B Fund as "Part B Revenue". The funding is LESS amounts
that may be paid by Humana
to
IPA
Primary
Care Physician as a primary care capitation and amounts allocated to the
Pharmacy Fund, if the Pharmacy Fund is carved out of the Part B
Fund.
Part
B
Fund Expenses
Part
B
Fund Expenses shall consist of amounts equal to the claims and/or capitation
paid to providers by Humana
for
Covered Services provided to Members assigned to IPA
Primary
Care Physician, plus an actuarially determined amount for claims incurred
but
not reported or paid (IBNR).
Part
B
Expenses are all costs for Covered Services not defined as Part A Expenses.
Part
B Expenses include, but may not be limited to, hospital based physician fees,
specialists fees, hospital outpatient services, costs for applicable disease
management programs, outpatient prescription drugs and the cost for stop-loss
coverage if provided by Humana.
Part B
Expenses also include the cost of other Covered Services or costs which may
be
determined to be Part B Expenses by Humana
in the
normal course of business or as may be determined by CMS to be a Part B Covered
Service.
Payment
for IPA Primary Care Physician Services - Capitation
IPA
agrees
and shall accept as payment in full a primary care capitation payment for
Medicare HMO Members which will be mailed to IPA
for
medical services on or about the 15th day of each month. The capitation shall
be
based on a mutually agreed upon amount on an actuarial equivalent for primary
care services. The primary care capitation shall be carved out of the Part
B
Revenue Fund as defined above.
Payment
for IPA Specialist Physician Services
IPA
agrees
to accept as payment in full Humana's
Fee
Schedule, or Humana’s
or
IPA’s
Capitation Payment as applicable, or IPA's
usual
and customary charges, whichever is less, less any Co-payments owed by the
Member, for Covered Services provided to Members. Such cost of IPA
capitation or fee-for-service reimbursement will be expensed against the
Part A
and Part B Funds as described above.
3.
Stop-Loss
Coverage
IPA
shall
provide and maintain a Stop-Loss program, at IPA
expense,
providing protection against excessive Part A and/or Part B costs for Members
as
required by any applicable state or federal laws, rules and regulations.
The
Stop-Loss program shall be funded directly by IPA, in its sole discretion,
and
not
as a
carve-out from the capitation allocated to the Part A and Part B Funds, with
a
stop loss insurance carrier on terms and conditions reasonably acceptable
to
IPA.
4.
Settlement, Reconciliation and Distribution of Funds
The
aforementioned Part A and Part B Funds (the “Funds”) shall be settled and
reconciled as follows:
At
the
close of each month, after the fourth (4th)
month
of this Agreement, any Part A and/or Part B surpluses shall be offset by
any
Part A and or Part B deficits. Any resulting net surplus shall be paid the
IPA
on or
about the end of the following month. Any resulting net deficit shall be
paid to
Humana
upon
notification by Humana
of such
deficits. In the event the deficit is not paid, the deficit amount will be
offset against future IPA
payments.
Prior
to
the distribution of monies from any of the Funds, an actuarially justified
reserve for incurred but not reported or paid (IBNR) and catastrophic withhold
calculation claim costs will be calculated by Humana
and such
IBNR and catastrophic withhold calculation amounts will be held in the Funds.
Upon termination, final reconciliation of the amounts funded and claims
satisfied will be made twelve (12) months following the contract termination
date (the “Final Settlement”). IPA
will be
responsible for any net Fund deficits resulting from the Final Settlement
and
shall reimburse Humana
the
amount of any such deficits within thirty (30) days of receipt of notice
of such
deficits. If the Final Settlement shows that the Funds have a positive net
balance, the balance will be distributed to the IPA
within
thirty (30) days after such final settlement.
Distribution
of Settlement is
outlined in the Funding Table above.
Notwithstanding
anything to the contrary in this Agreement, IPA
has the
right to dispute only that portion of the Final Settlement amount distributed
that is applicable to claims contested in accordance with Section 22.2
of this
Agreement for a period of up to forty-five (45) calendar days from receipt
of
such Final Settlement calculation. Regardless of any dispute, Humana
agrees
to
pay any undisputed Final Settlement surplus amounts within forty-five (45)
days
of the Final Settlement calculation identified above and IPA
agrees
to pay any undisputed Final Settlement deficits amounts to Humana within
forty-five (45) days of the Final Settlement calculation above. In the event
of
such dispute, the parties agree to work toward a mutually agreeable resolution.
In order for contestations by IPA
to be
accepted for review by Humana,
IPA
must
submit those contestations in Humana’s
defined
format and according to Humana’s
specific
guidelines. Failure to comply with Humana’s
guidelines and formatting requirements will result in denial of such
contestations without review and will be considered as if contestations were
never submitted. If the IPA
contests
the payment of a claim as set forth herein, then the IPA
shall
provide at a minimum the following information: Member name and identification
number, date of service, relationship of the Member-patient to the Member
who
completed the application for health care benefits coverage with Humana,
claim
number, name of the provider of medical services, charge amount, payment
amount,
the allegedly correct payment amount, difference between the amount paid
and the
allegedly correct payment amount and a brief explanation of the basis for
the
contestation.
The
parties acknowledge and agree that Humana’s
decision
on any contestation of claims in the Final Settlement will be final. In the
event Humana’s
review
of a contestation results in Humana’s
identification of the need to readjudicate identified claim(s), such amounts
recovered will be credited to the applicable Primary Care Physician Fund
when
such readjudication by Humana
is
complete. However, IPA
agrees
to pay to Humana
any
deficits identified in Humana’s
review
of the contestation within thirty (30) days of receipt of Humana’s
written
response to the contestation identified above. Failure to contest the amount
of
Final Settlement distribution within the time specified above shall result
in
the waiver of IPA’s
right to
contest such Final Settlement distribution.
5.
Method of Calculation
Personnel
from Humana
will
be
available to IPA
to
explain the methodology employed in any calculation permitted or required
hereunder. In addition, the Manual contains general principals to be employed
in
calculations and illustrative examples. The parties understand that the method
of calculation may change if that is necessary to make the results more
accurate.
PAYMENT
ATTACHMENT
1. REIMBURSEMENT
A. Commercial
Plan(s)
IPA
agrees
to accept as payment in full from Humana
for
Covered Services rendered to Members of commercial plan(s) covered by this
Agreement, the lesser of IPA’s
billed
charges or the amount specified below, less any Copayments due from Members.
|
Service:
|
Reimbursement:
|
|
Drugs
& Biologicals
|
100
%
of Humana’s 201-544 fee schedule
|
|
All
other services
|
100
%
of Humana’s 006-333 fee schedule
|
For
any
claims for Covered Services rendered to such Members that are billed under
codes
not listed on Humana’s
(006-333) fee schedule, IPA
agrees
to accept as payment in full from Humana
for such
Covered Services one hundred percent (100%) of Humana’s
(005-333) fee schedule or IPA’s
billed
charges, whichever is less, less any Copayments due from Members.
For
services of a physician extender, IPA
agrees
and shall require the physician extender to agree to accept as payment in full
from Humana
for
Covered Services rendered to Members of commercial plan(s) covered by this
Agreement, eighty percent (80%) of Humana’s
(006-333) fee schedule or IPA’s
billed
charges, whichever is less, less any Copayments due from Member. For
any
claims for Covered Services rendered to such Members that are billed under
codes
not listed on Humana’s
(006-333) fee schedule, IPA
agrees
and shall require the physician extender to agree to accept as payment in full
from Humana
for
such
Covered Services eighty percent (80%) of Humana’s
(005-333)
fee schedule or IPA’s
billed
charges, whichever is less, less any Copayments due from Members.
B. Medicare
PPO Plan(s)
IPA
agrees
to
accept as payment in full from Humana
for
Covered Services rendered to Members of Medicare PPO plan(s) covered by this
Agreement, one hundred percent (100%) of Humana’s
(005-333) fee schedule or IPA's
billed
charges, whichever is less, less any Copayments due from Member.
For
services of a physician extender, IPA
agrees
and shall require the physician extender to agree to accept as payment in full
from Humana
for
Covered Services rendered to Members
of Medicare Advantage plan(s) covered by this Agreement, eighty percent (80%)
of
Humana’s
(005-333) fee schedule or IPA’s
billed
charges, whichever is less, less any Copayments due from Member.
C. Medicare
HMO and POS Plan(s)
See
Percentage of Premium Payment Attachment
D. Traditional
Plan(s)
IPA
agrees
to accept as payment in full from Humana
for
Covered Services rendered to Members of traditional plan(s) covered by this
Agreement, one hundred percent (100%) of Humana’s
(005-333) fee schedule, or IPA’s
billed
charges, whichever is less, less any Copayments due from Members.
For
services of a physician extender, IPA
agrees
and shall require the physician extender to agree to accept as payment in full
from Humana
for
Covered Services rendered to Members of commercial plan(s) covered by this
Agreement, eighty percent (80%) of Humana’s
(005-333) fee schedule or IPA’s
billed
charges, whichever is less, less any Copayments due from Member.
2.
Fee
Schedule Description
201-544
Fee Schedule:
Humana’s
injectable fee schedule (201-544) uses a percentage of the CMS Average Sales
Price (ASP) or another industry standard as the basis of the 201-544 fee
schedule. The fee schedule includes the following administration codes: 90465,
90466, 90467, 90468, 90471, 90472, 90473, and 90474. Notwithstanding anything
to
the contrary in the Agreement, in the event the basis for the schedule is
changed from a percentage of ASP to another basis, then Humana
will
provide ninety (90) days advance notice to IPA,
of the
new basis. The list of codes and associated fees are reviewed and updated
quarterly to reflect market pricing. These quarterly updates, if any, as well
as
any change in the basis may result in fees being adjusted either upwardly or
downwardly. These updates shall be incorporated in the Humana
injectable fee schedule (201-544) without notice to IPA,
but will
be made available to IPA, upon
request.
006-333
Fee Schedule:
Humana’s
(006-333) fee schedule is based upon a modified version of the 2007 Medicare
Resource Based Relative Value Scale (“RBRVS”)
fee
schedule and payment systems, including the site-of-service payment
differential. Various percentages are applied by Humana
to
the
fees in the schedule for specific Current Procedural Terminology (“CPT”)
and
Healthcare Common Procedure Coding System (“HCPCS”)
codes
or ranges of CPT and HCPCS codes.
Humana
may
modify schedule (006-333) to include codes and/or fees for services that are
not
included in this fee schedule (hereinafter “Gap
Codes”).
In
most cases, the Gap Codes are adjusted by Humana
using
the relative value unit (“RVU”)
multiplied by Medicare’s conversion factor and geographic factor to assign the
fee at the same percentage applied by Humana
for
other codes within that code range.
Additionally,
Humana
may
incorporate new CPT and HCPCS codes into schedule (006-333). The fee
attributable to such code(s) will be determined by applying the same percentage
as Humana
applied
to other codes within such code range to that code’ s RBRVS which is current as
of the date of creation of the code.
Humana
will
also modify the fee for a code if the RVU for the code changes as herein
described. RVU increases for a code will be measured by dividing the revised
Total RVU by the prior Total RVU. “Total RVU” means the sum of all three RVU
components, physician work, overhead and malpractice. If the resulting quotient
is 1.25 or greater or .75 or lesser, the revised fee for such code will be
determined by applying the same percentage as Humana
applied
to other codes within such code range to that code’s RBRVS which is current as
of the date of publication of the revised RVU.
Periodic
updates for new CPT codes, HCPCS codes and/or Gap Codes, or for modifications
of
fees resulting from adjustments to a code’s RVU as specified above, shall be
incorporated into schedule (006-333) without notice to IPA,
but
will be available to IPA
upon
request. Humana
may make
other adjustments and modifications to this fee schedule. In such cases,
Humana
will
provide IPA
a ninety
(90) day written notice prior to implementation of any other modifications
and
adjustments to schedule (006-333).
005-333
Fee Schedule:
Humana’s
(005-333) fee schedule is based on the RBRVS fee schedule and payment systems,
including the site-of-service payment differential, in effect as of the
effective date of this Agreement and will change thereafter to reflect the
annual updates to the schedule made by the Centers for Medicare and Medicaid
Services (“CMS”).
Additionally, Humana
will
adjust the schedule to include and assign fees for services which are not
covered by RBRVS. A list of those Humana
adjusted
codes and fees will be available to IPA
upon
request.
Such
annual updates by CMS and any corresponding adjustments by Humana
shall be
incorporated herein without notice to the IPA,
but
will be available to the IPA
upon
request. Humana
may make
other adjustments and modifications to the fee schedule. In such cases,
Humana
will
provide to IPA
a ninety
(90) day written notice prior to implementation of any other modifications
and
adjustments to the fee schedule.
D. Fee
Schedule Samples
Humana
has
provided a representative sample of these fee schedules to IPA
prior to
IPA’s
execution of this Agreement, and thereafter will supply a sample upon written
request by IPA.
IPA
hereby
acknowledges receipt of fee schedule sample.
3.
IPA
EXTENDERS
IPA
agrees
that in the event that IPA
employs,
subcontracts or dependently contracts with or uses the services of a physician
extender (that is a physician assistant, advanced registered nurse practitioner,
certified registered nurse anesthetist, certified nurse midwife, certified
surgical assistant, certified registered nurse first assistant or such other
similarly situated individual) who will be providing services to Humana
Members
under the supervision of IPA,
IPA
shall
notify Humana
in
writing, upon execution of this Agreement and at any time during the term of
this Agreement when such physician extenders are employed, subcontracted, or
independently contracted with IPA,
and the
specific services that such physician extenders will be performing, prior to
the
provision of services to any Humana
Member.
IPA
represents that physician extenders employed by or under contract with
IPA
will
comply with the terms and conditions of this Agreement, maintain professional
liability coverage and are appropriately licensed as required by applicable
state and federal laws, rules and regulations. IPA
acknowledges and agrees Humana
retains
the right to approve, suspend and/or terminate participation under this
Agreement of any physician extender who will be providing services to
Humana
Members.
4.
SPECIFIC REFERRALS
IPA
and
other Participating Providers acknowledge and agree that certain referrals
are
required to be made to specific providers designated by Humana.
The
specific referral providers include but are not limited to:
|
Vendor
Entity:
|
||
|
Laboratory
|
Humana’s
Current Participating Providers
|
|
|
Mental
Health
|
Humana’s
Current Participating Providers
|
|
|
Vision
|
Humana’s
Current Participating Providers
|
|
|
Podiatry
|
Humana’s
Current Participating Providers
|
|
|
Dental
|
Humana’s
Current Participating Providers
|
|
|
Chiropractic
|
Humana’s
Current Participating Providers
|
|
|
Hearing
|
Humana’s
Current Participating Providers
|
|
|
Humana’s
Current Participating Providers
|
||
|
Home
Health/Infusion/DME
|
Humana’s
Current Participating Providers
|
IPA
and
other Participating Providers further acknowledge and agree that such specific
providers may be changed or added to upon written notice by Humana
to
IPA.
5.
MISCELLANEOUS
IPA
understands that Humana
may
market or administer products that contain variable Copayment amounts due from
the Member for Covered Services based on the medical specialty of certain
physicians and the unit costs or reimbursement rates provided for in provider
participation agreements. IPA
agrees
to participate in such products and to xxxx and accept as payment in full for
Covered Services rendered to Members in such products the reimbursement rates
set forth above less any Copayment amounts due from the Member.
In
circumstances where the Member's Copayment for a Covered Service is equal to
or
greater than the rate set forth herein for that service, IPA
agrees
to accept as payment in full for the service the Member's Copayment, not to
exceed the rates set forth herein. Furthermore, in such cases, IPA
agrees
to refund to Member the difference, if any, between the Copayment collected
from
the Member and such rate.
HMO
PROVISIONS
ATTACHMENT
The
following provisions apply solely to commercial HMO and/or Medicare Advantage
HMO products and plans, as applicable.
| I. |
Services
to Members. In the event IPA provides
a Member a non-covered service or refers a Member to an out-of-network
provider without pre-authorization from Humana,
IPA shall, prior to the provision of such non-covered
service or out-of-network referral, inform the Member: (i) of the
service(s) to be provided or referral(s) to be made; (ii) that
Humana will not pay or be liable financially for such
non-covered service(s) or out-of-network referral(s); and (iii) that
Member will be responsible financially for non-covered service(s)
and/or
out-of-network referral(s) that are requested by the Member.
|
| II. |
Continuity
of Care. Subject to and in accordance with all
applicable state and/or federal laws, rules and/or regulations, treatment
following termination or expiration of this Agreement must continue
until
the Member: (i) has been evaluated by a new participating provider
who has
had a reasonable opportunity to review or modify the Member's course
of
treatment, or until Humana has made arrangements for
substitute care for the Member; and (ii) until the date of discharge
for
Members hospitalized on the effective date of termination or expiration
of
this Agreement. IPA agrees to accept as payment in full
from Humana for Covered Services rendered to such
Members, the rates set forth in the payment attachment, less any
Copayments due from such Members.
|
| III. |
Medical
Records. Upon request from Humana or a
Member, IPA shall transfer a complete copy of the medical
records of any Member transferred to another IPA and/or facility
for any
reason, including termination or expiration of this Agreement. The
copy
and transfer of medical records shall be made at no cost to
Humana or the Member and shall be made within a
reasonable time following the request, but in no event more than
five (5)
business days, except in cases of emergency where the transfer shall
be
immediate. IPA agrees that such timely transfer of
medical records is necessary to provide for the continuity of care
for
Members. IPA agrees to pay court costs and/or legal fees
incurred by Humana or the Member to enforce the terms of this
provision.
|
|
IV.
|
Acquisitions. In
the event IPA acquires, through an asset acquisition,
merger, consolidation, lease or other means, or enters into a management
agreement to manage the practice(s) of IPA(s) or IPA group(s) in
Marion,
Sumter, Lake, Polk, Lee, Charlotte, Xxxxxxx, Manatee, Sarasota, Xxxxxx,
St
Lucie, Okeechobee and Glades counties, and such practices or groups
have
in effect an agreement with Humana to provide services to
Humana’s Members at rates which are more favorable to
Humana than those contained herein, the rates of such
acquired practices or groups shall survive and shall not be adjusted
to
reflect the rates contained in this Agreement unless agreed to in
writing
by both Humana and IPA.
|
| V. |
Equal
Access. IPA agrees to accept
Humana Members as patients within the normal scope of
IPA’s medical practice. If, due to overcapacity,
IPA closes his/her practice to new patients, such
closure
will apply to all prospective patients without discrimination or
regard to
payor or source of payment for services. Should IPA
subsequently reopen his/her practice to new patients, IPA
agrees to accept Humana Members seeking assignment and/or
referral to IPA’s practice to the same extent and in the
same manner as all other non-Humana patients seeking
IPA’s services.
|
| VI. |
IPA
Responsibilities.
|
A. Services
IPA
agrees
to
be responsible twenty-four (24) hours a day, seven (7) days a week for providing
Covered Services for Members including, but not limited to, prescribing,
directing and monitoring all urgent and emergency care for Members.
IPA
agrees
to
provide Humana
upon
request a written description of its arrangements for emergency and urgent
care
and service coverage in the event of unavailability due to vacation, illness,
and after regular office hours. IPA
shall
ensure that all IPAs providing such coverage are contracted and credentialed
IPAs with Humana.
IPA
will
ensure that all IPAs providing such coverage render services under the same
terms and conditions and in compliance with all provisions of this Agreement.
Compensation to IPAs for "on call" coverage will be the responsibility of
IPA.
In
the
event that emergency or urgent care services are needed by a Member outside
the
service area, IPA
agrees
to
monitor and authorize the out-of-area care to provide direct care as soon as
the
Member is able to return to the service area for treatment without medically
harmful or injurious consequences.
B. Specific
Referrals
Except
in
the case of a medical emergency, IPA
agrees
to
use its best efforts to admit, refer, and cooperate with the transfer of Members
for Covered Services only to providers designated, specifically approved by
or
under contract with Humana.
In
addition,
IPA acknowledges
and agrees that certain Members may have health benefits contracts that limit
coverage to certain types of participating providers. For such Members,
referrals are required to be made to specific providers designated by
Humana.
C. Disease/Case
Management Programs
IPA
agrees
to
participate in Humana’s
disease/case management programs as they are developed and
implemented.
D. Humana
First
IPA
agrees
to
participate in Humana’s
twenty-four
(24) hours nurse call program, HumanaFirst, or any such successor
program.
E. Hospitalist
Programs
IPA
agrees
to
cooperate with and participate in Humana’s
hospitalist programs where applicable, as they are developed and
implemented.
F. Transplant
Programs
Upon
request by Humana,
IPA
agrees
to
cooperate with and participate in Humana’s
organ
and tissue transplant programs as they are developed and
implemented.
G. Health
Improvement Studies
IPA
agrees
to
participate in Humana’s
health
improvement studies as they are developed and implemented.
H. Quality
Improvement Activities
IPA
agrees
to
cooperate with Humana’s
quality
improvement activities and, upon request by Humana,
to
participate in Humana’s
quality
improvement activities as they are developed and implemented.
MEDICARE
ADVANTAGE PROVISIONS
The
following additional provisions relate specifically to Medicare Advantage
products and plans and are hereby incorporated by reference into the
Agreement.
|
a)
|
IPA
agrees to: (i) abide by all federal and state laws regarding
confidentiality, privacy and disclosure of medical records or other
health
and enrollment information, (ii) ensure that medical information
is
released only in accordance with applicable state or federal law,
or
pursuant to court orders or subpoenas, (iii) maintain all Member
records
and information in an accurate and timely manner, and (iv) allow
timely
access by Members to the records and information that pertain to
them.
|
|
b)
|
Humana
and IPA agree that Humana will
process all claims for Covered Services which are accurate and complete
within thirty (30) days from the date of receipt.
|
|
c)
|
IPA
agrees that in no event, including, but not limited to, nonpayment
by
Humana, Humana’s insolvency or breach of
this Agreement, shall IPA xxxx, charge, collect a deposit
from, seek compensation, remuneration or reimbursement from, or have
any
recourse against Members or persons other than Humana (or
the payor issuing the health benefits contract administered by
Humana) for Covered Services provided by IPA
for which payment is the legal obligation of
Humana. This provision shall not prohibit collection
by
IPA from Member for any non-covered service and/or
Copayments in accordance with the terms of the applicable Member
health
benefits contract. IPA further agrees that: (i) this
provision shall survive the expiration or termination of this Agreement
regardless of the cause giving rise to expiration or termination
and shall
be construed to be for the benefit of the Member; (ii) this provision
supersedes any oral or written contrary agreement now existing or
hereafter entered into between IPA and Member or persons
acting on their behalf; and (iii) this provision shall apply to all
employees, agents, trustees, assignees, subcontractors, and independent
contractors of IPA, and IPA shall obtain
from such persons specific agreement to this
provision.
|
| d) |
IPA
agrees
to cooperate with Humana
in
its efforts to monitor compliance with its Medicare Advantage contract(s)
and/or Medicare Advantage rules and regulations and to assist Humana
in
complying with corrective action plans necessary for Humana
to
comply with such rules and
regulations.
|
|
e)
|
IPA
agrees that nothing in the Agreement shall be construed as relieving
Humana of its responsibility for performance of duties
agreed to through its Medicare Advantage contracts existing now or
entered
into in the future with CMS.
|
|
f)
|
IPA
agrees to comply with and be subject to all applicable Medicare
program laws, rules and regulations, reporting requirements, and
CMS
instructions as implemented and amended by CMS. This includes, without
limitation, federal and state regulatory agencies’ including, but not
limited to, HHS, the Comptroller General or their designees rights
to
evaluate, inspect and audit IPA’s operations, books,
records, and other documentation and pertinent information related
to
IPA’s obligations under the Agreement, as well as all
other federal and state laws, rules and regulations applicable to
individuals and entities receiving federal funds. IPA
further agrees HHS', the Comptroller General's, or their designees
right
to inspect, evaluate and audit any pertinent information for any
particular contract period will exist through ten (10) years from
the
final date of the contract period between Humana and CMS
or from the date of completion of any audit, whichever is later,
and
agrees to cooperate, assist and provide information as requested
by such
entities.
|
| g) |
IPA
agrees to retain all contracts, books, documents, papers
and
other records related to the provision of services to Medicare Advantage
Members and/or as related to IPA’s obligations under the
Agreement for a period of not less than ten (10) years from: (i)
each
successive December 31; or (ii) the end of the contract period between
Humana and CMS; or (iii) from the date of completion of
any audit, whichever is later.
|
|
h)
|
IPA
agrees in the event certain identified activity(ies) have
been
delegated to IPA under the Agreement, any sub-delegation
of the noted activity(ies) by IPA requires the prior
written approval of Humana. Notwithstanding anything to
the contrary in the Agreement, Humana will monitor
IPA’s performance of any delegated activity(ies) on an
ongoing basis and hereby retains the right to modify, suspend or
revoke
such delegated activity(ies) in the event Humana and/or
CMS determines, in their discretion, that IPA is not
meeting or has failed to meet its obligations under the Agreement
related
to such delegated activity(ies). In the event that Humana
has delegated all or any part of the claims payment process to
IPA under the Agreement, IPA shall
comply with all prompt payment requirements to which Humana
is subject. Humana agrees that it shall review
the credentials of IPA or, if
Humana has delegated the credentialing process to
IPA, Humana shall review and approve
IPA’s credentialing process and audit it on an ongoing
basis.
|
1
| i) |
IPA
agrees to comply with Humana’s policies and
procedures.
|
|
j)
|
IPA
agrees to maintain full participation status in the federal
Medicare program. This also includes all of IPA’s
employees, subcontractors, and/or independent contractors
who
will provide services, including, without limitation, health care,
utilization review, medical social work, and/or administrative services
under the Agreement.
|
|
k)
|
IPA
agrees that payment from Humana for services rendered to
Humana’s Medicare Advantage Members is derived, in whole
or in part, from federal funds received by Humana from
CMS.
|
|
l)
|
IPA
agrees to disclose to Humana, upon request and within
thirty (30) days or such lesser period of time required for
Humana to comply with all applicable state or federal
laws, all of the terms and conditions of any payment arrangement
that
constitutes a “physician incentive plan” as defined by CMS and/or any
federal law or regulation. Such disclosure should identify, at a
minimum,
whether services not furnished by the physician/provider are included,
the
type of incentive plan including the amount, identified as a percentage,
of any withhold or bonus, the amount and type of any stop-loss coverage
provided for or required of the physician/provider, and the patient
panel
size broken down by total group or individual physician/provider
panel
size, and by the type of insurance coverage (i.e., Commercial HMO,
Medicare Advantage HMO, Medicare PPO, and Medicaid
HMO).
|
|
m)
|
IPA
agrees that in the event of Humana’s insolvency
or termination of Humana’s contract with CMS, benefits to
Members will continue through the period for which premium has been
paid
and benefits to Members confined in an inpatient facility will continue
until their discharge.
|
|
n)
|
IPA
agrees to provide or arrange for continued treatment, including,
but not limited to, medication therapy, to Medicare Advantage Members
upon
expiration or termination of the Agreement. In accordance with all
applicable state and federal laws, rules and/or regulations, treatment
must continue until the Member: (i) has been evaluated by a new
participating provider who has had a reasonable opportunity to review
or
modify the Medicare Advantage Member’s course of treatment, or until
Humana has made arrangements for substitute care for
the
Medicare Advantage Member; and (ii) until the date of discharge for
Medicare Advantage Members hospitalized on the effective date of
termination or expiration of the Agreement. IPA agrees to
accept as payment in full from Humana for Covered
Services rendered to Humana’s Medicare Advantage Members,
the rates set forth in the payment attachment which are applicable
to such
Member.
|
|
o)
|
IPA
agrees to cooperate with the activities and/or requests
of any
independent quality review and improvement organization utilized
by and/or
under contract with Humana as related to the provision of
services to Medicare Advantage
Members.
|
| p) |
IPA
agrees to cooperate with Humana’s health risk
assessment program.
|
|
q)
|
IPA
agrees to provide to Humana accurate and
complete information regarding the provision of Covered Services
by
IPA to Members (“Data”) on a complete
CMS 1500 or UB 92 form, or their respective successor forms as may
be
required by CMS, or such other form as may be required by law when
submitting claims and encounters in an electronic format, or such
other
format as is mutually agreed upon by both parties. The Data shall
be
provided to Humana on or before the last day of each
month for encounters occurring in the immediately preceding month,
or such
lesser period of time as may be required in the Agreement, or as
is
otherwise agreed upon by the parties in writing. The submission of
the
Data to Humana and/or CMS shall include a certification
from IPA that the Data is accurate, complete and
truthful. In the event the Data is not submitted to
Humana by the date and in the form specified above,
Humana may, in its sole option, withhold payment
otherwise required to be made under the terms of the Agreement until
the
Data is submitted to Humana.
|
2
|
r)
|
IPA
agrees
not to collect or attempt to collect copayments, coinsurance, deductibles
or other cost-share amounts from any Humana
Medicare Advantage Member who has been designated as a Qualified
Medicare
Beneficiary (“QMB”)
by CMS.
|
| s) |
IPA
agrees to maintain written agreements with
employed and contracted health care providers and health care
professionals providing services under the Agreement in a form comparable
to, and consistent with, the terms and conditions of the Agreement.
IPA’s downstream provider agreements shall include terms
and conditions which comply with all applicable requirements for
provider
agreements under state and federal laws, rules and regulations including,
without limitation, the Medicare Advantage rules and regulations
to which
Humana is subject. In the event of a conflict between
the
language of the downstream provider agreements and the Agreement,
the
language in the Agreement shall control.
|
3
STATE
LAW COORDINATING PROVISIONS
ATTACHMENT
FLORIDA
[Please
note that none of the provisions of this attachment apply to any Medicare
line(s) of business covered by this Agreement.]
Humana
and
IPA
agree
that the following provisions are incorporated into the Agreement solely to
the
extent specifically required to ensure compliance with applicable Florida laws,
rules and regulations.
Term
and Termination
|
1
|
This
Agreement may be terminated upon issuance of an order by the Office
of
Insurance Regulation (“OIR”) requiring such termination pursuant to
section 641.234, The issuance of such an order by the OIR will not
affect
the termination of the entire Agreement which shall remain in full
force
and effect with respect to Humana Health Insurance Company of Florida,
Inc. and/or Humana Insurance Company and product lines contemplated
in the
Agreement to which this provision is made a
part.
|
|
2
|
As
required under Florida Statute §641.315, IPA shall
provide the OIR and Agency for Health Care Administration (“AHCA”) with
sixty (60) days notice of any intended termination of the Agreement
Humana shall also provide sixty (60) days advance written
notice to the IPA at the address listed in the “Notice”
Article of this Agreement, and to the OIR before canceling, without
cause,
this Agreement with IPA. Nonpayment for goods or services
rendered by IPA to Humana or any of its
Members shall not be a valid reason for avoiding such sixty (60)
day
advance notice of cancellation. Upon receipt by Humana of
a sixty (60) day cancellation notice, Humana, if
requested by the IPA, may terminate the contract in less
than sixty (60) days if Humana is not financially
impaired or insolvent.
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|
3
|
Humana
and IPA hereby acknowledge and agree that the provisions
stated in the previous paragraph do not relieve the IPA
of any of their other obligations under this Agreement that are not
inconsistent with the foregoing, including without limitation, any
obligation IPA has to provide more than sixty (60) days
notice of cancellation of this Agreement to
Humana.
|
|
4
|
In
the event that this Agreement expires and/or is terminated for whatever
reason, IPA shall continue Member(s)’ course of treatment
at the payment rates set out in the payment attachment, including,
but not
limited to medication therapy, until the earlier of the following
occurrence: (i) the expiration of six (6) months past the effective
date
of expiration or termination; or (ii) the Member(s) has been evaluated
by
a new Participating Physician and the new Participating Physician
has had
a reasonable opportunity to review or modify Member(s)’ course of
treatment; or (iii) the completion of the Member’s course of treatment
which the Member began prior to the effective date of expiration
or
termination of this Agreement; or (iv) for those Members who are
pregnant,
until completion of postpartum care.
|
Grievance
and Appeals/Binding Arbitration/Dispute Resolution
|
5
|
IPA
shall post in its facility reception areas, a notice to Members on
the
process for resolving complaints with Humana. Such notice
shall include the Florida Agency for Health Care Administration (AHCA),
the Florida Subscriber Assistance Program and the Florida Office
of
Insurance Regulation respective addresses and toll-free telephone
numbers
for filing complaints. In addition, IPA will make
Humana’s Grievance Department address and telephone
number available to Members upon
request.
|
|
6
|
Physician
acknowledges and agrees that in the event it is unable to resolve
directly
disputes that may arise with Humana, IPA
will exhaust all internal Humana administrative appeal,
grievance or other dispute resolution mechanisms prior to the submission
of any unresolved disputes to a third
party.
|
IPA
has the
right to dispute reimbursement of a claim for a period of up to twelve (12)
months from the date such claim was paid or denied by Humana.
In the
event of such a dispute, the parties agree to work toward a mutually agreeable
resolution of such dispute. IPA
shall
provide at a minimum the following information if the IPA
contests
the payment of a claim as set out herein: Member name and identification number,
date of service, relationship of the Member-patient to the Member who completed
the application for health benefits coverage with Humana,
claim
number, name of the IPA
of
medical and related health care services, charge amount, payment amount, the
allegedly correct payment amount, difference between the amount paid and the
allegedly correct payment amount and a brief explanation of the basis for the
contestation. Humana
will
review such contestation(s) and respond to Group within thirty (30) days of
the
date of receipt by Humana
of such
contestation. The parties agree to use their best efforts to negotiate a
mutually agreeable resolution within the sixty (60) day period following
submission of the claim contestation to Humana.
In the
event the parties are unable to come to a mutually agreeable resolution within
the above noted sixty (60) day time period, either party may submit such
disputed claims to binding arbitration as stated below. Failure to contest
the
amount of any claim hereunder within the time specified above shall result
in a
waiver of IPA’s
right to
contest such claim amount distributed.
In
the
event IPA
continues to dispute or contest the payment or denial of a claim for Covered
Services rendered Members, following the parties attempts to negotiate a
mutually agreeable resolution, IPA
may
submit such claims payment disputes or contestations to the claim dispute
resolution program established under §408.7057, Florida Statutes as provided for
and in accordance with the specific terms and limitations set forth thereunder.
The parties agree that the date a claim is paid or denied by Humana,
or its
designee, is the ‘final determination’ of Humana
for
purposes of any claims payment disputes that may be submitted to the Florida
claim dispute resolution program hereunder. IPA
acknowledges and agrees that should IPA
continue
to dispute the payment or denial of a claim for Covered Services following
submission to the above noted Florida claim dispute resolution program, such
unresolved claims disputes are subject to the binding arbitration provision
set
forth below. IPA
further
acknowledges and agrees that all other disputes under this Agreement are subject
to the binding arbitration provision set forth below.
Notwithstanding
the above and subject to Sections 21.1and 21.2 above, IPA
may
elect to submit such unresolved claim payment disputes or contestations for
a
claim for Covered Services rendered to Members to binding arbitration as set
forth below. Should IPA
elect to
submit such unresolved claim disputes or contestations to binding arbitration,
IPA
acknowledges and agrees that such submission to binding arbitration is the
final
and exclusive remedy for such unresolved claim payment disputes or
contestations.
Subject
to this section, in the event of a dispute between IPA
and
Humana
which is
not resolved as set forth above or which the parties cannot settle by mutual
agreement, the dispute shall be resolved by binding arbitration, conducted
by a
single arbitrator selected by the parties from a panel of arbitrators proposed
by the American Arbitration Association (“AAA”).
This
applies, without limitation, to any dispute arising out of the parties’ business
relationship, including allegations or claims involving violations of state
or
federal laws or regulations. In the event the parties cannot agree on the
arbitrator, then the arbitrator shall be appointed by the AAA. The arbitration
shall be conducted in Broward
County,
Florida, in accordance with and subject to the Commercial Arbitration Rules
of
the AAA then in effect, or under such other mutually agreed upon guidelines.
Judgment upon the award rendered in any such arbitration may be entered in
any
court of competent jurisdiction sitting in Florida or Kentucky or application
may be made to such court for judicial acceptance and enforcement of the award,
as applicable law may require or allow. The submission of any dispute to
arbitration shall not adversely affect any party’s right to seek preliminary
injunctive relief with respect to an actual or threatened termination,
repudiation or rescission of the Agreement. The cost of any arbitration
proceeding(s) hereunder shall be borne equally by the parties. Each party shall
be responsible for its own attorneys’ fees and such other costs and expenses
incurred related to the proceedings. Arbitration proceeding(s) hereunder shall
be conducted solely between IPA
and
Humana,
class-based arbitration shall not be permitted. The parties agree that in the
event an issue or dispute is submitted by either party to the binding
arbitration process set forth herein, the result will be the final and exclusive
remedy and by submission to binding arbitration, the parties waive other
remedies that may be available at law. The parties agree this Agreement is
a
transaction involving interstate commerce and therefore that the Federal
Arbitration Act, 9 U.S.C. §1 et seq. applies.
Claims
Submission and Payment
|
7
|
IPA
agrees to submit all claims eligible for payment as provided under
this
Agreement within: (i) one hundred eighty (180) days from the date
of
service or date of discharge from an inpatient facility, as applicable,
for primary insurers; and (ii) ninety (90) days following the date
of
final determination by the primary insurer for secondary insurers.
Humana
may, at its sole discretion, deny payment for any such claim(s) received
after the above noted time periods. IPA
acknowledges and agrees that at no time shall Members be responsible
for
any payments in addition to applicable Copayments for Covered Services
provided to such Members. In the event the payment is denied as described
herein, the Member’s Copayment, if any, shall be adjusted
accordingly.
|
In
accordance with requirements for requests for refund of overpayments of claims
established under Florida law, IPA
shall be
notified in writing by Humana
of any
monies IPA
may owe
Humana,
for any
reason, and Hospital shall have: (i) forty (40) days from receipt of such
notification to refund overpayments of claims due to Humana
under
this Agreement; or (ii) thirty-five (35) days from receipt of such notification
to contest or deny the request. The IPA’s
contestation or denial of overpayment of claims owed must be in writing and
must
state the specific reason for contesting or denying. IPA
agrees
that as the mutually agreed upon method of reconciliation for requests for
refund of overpayment of claims amounts due hereunder, Humana
may
deduct monies that otherwise may be due and payable to Humana
from any
outstanding monies that Humana
may, for
any reason, owe IPA,
if: (a)
IPA
agrees
in writing to the offset of monies; or (b) IPA
does not
appropriately respond to a request for refund of overpayments as indicated
hereunder within the above noted time periods. The parties agree that requests
for refund of overpayments of claims are limited to the thirty (30) month period
following the date the claim was paid, except in cases of fraud.
Notwithstanding
anything to the contrary in this Agreement and subject to requests for refund
of
overpayments of claims, IPA
agrees
that Humana
may make
retroactive adjustments to the payments made in accordance with the payment
arrangements outlined in the payment attachment for changes in enrollment and/or
eligibility and other business reasons including, but not limited to, claims
payment errors, data entry errors, capitation errors and incorrectly submitted
claims. Excluding government programs, including without limitation any Medicare
Advantage plan and/or Medicaid HMO plan, offered or administered by Humana
and
governed under federal laws, rules and regulations, and programs not otherwise
governed under Florida law, the parties agree that retroactive adjustments
to
payments made to IPA
for
changes in enrollment and/or eligibility status are limited to the one (1)
year
period following the date the claim was paid or denied.
Amendment
This
AMENDMENT is entered into this __
day
of__________________,
2008 by
and between Metcare
of Florida, Inc (herein
referred to as “IPA”) and
Humana
Medical Plan, Inc., Humana Health Insurance Company Of Florida,
Inc.,
and,
Humana
Insurance Company,
and
their affiliates who underwrite or administer health benefit plans
(collectively, “HUMANA”).
WHEREAS,
the parties entered into an Independent Practice Association Participation
Agreement effective ______________________,
(“Agreement”);
WHEREAS,
the parties desire to further amend the terms of the Agreement:
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged by the parties, the parties hereto agree as
follows:
|
1.
|
The
Letter Of Credit Attachment, attached hereto, is hereby added to
the Agreement.
|
The
effective date of this Amendment shall be ______________________.
ALL
OTHER
TERMS AND CONDITIONS REMAIN UNCHANGED.
IN
WITNESS WHEROF, the parties have executed the Amendment the day and year first
above written.
|
IPA
|
HUMANA
|
|
By:
|
By:
|
|
Print
Name:
|
Print
Name:
|
|
Title:
|
Title:
|
|
Date:
|
Date:
|
|
Humana
Medical Plan, Inc.
|
|
|
Humana
Health Insurance Co. of FL, Inc.
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|
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Humana
Insurance Company
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1
of 3
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||
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IPA_FL_08152006
|
Amendment
Letter
of Credit
Attachment
Metcare
of Florida Inc (herein referred to as IPA) shall provide HUMANA, by September
1,
2008, with an irrevocable standby letter of credit initially in the amount
of
one million dollars ($1,000,000.00)
(“Letter of Credit Amount”), a copy of which shall be attached hereto as
Attachment A1.
The
Letter of Credit Amount shall be reviewed quarterly and may be adjusted with
HUMANA’s approval. In the event the Letter of Credit Amount is to be increased
or decreased as a result of the review described above, IPA shall cause to
be
issued a new or amended Letter of Credit to HUMANA for its written approval.
The
then current Letter of Credit shall not expire until such new or amended Letter
of Credit is delivered to HUMANA and HUMANA has issued its written approval.
Each
Letter of Credit, and any drawing instructions contained therein, shall be
in
form and substance satisfactory to HUMANA and in HUMANA’s name, shall be
irrevocable, shall be drawn on a financial institution acceptable to HUMANA,
and
shall be payable at sight and after the date of issuance at such financial
institution or a branch or office thereof when accompanied by a written
statement or drawing certificate signed by an authorized representative of
HUMANA in the a form described in the Letter of Credit.
In
the
event HUMANA has received notice of cancellation or non-renewal from the issuer
of the Letter of Credit within ninety (90) days prior to the expiration date
of
the Letter of Credit, or within ninety (90) days prior to the expiration date
of
any succeeding renewal period pertaining to a Letter of Credit, IPA shall have
three (3) business days to obtain a renewal or a replacement Letter of Credit
issued in accordance with the terms hereof. In the event that a renewed or
replacement Letter of Credit is not provided by IPA to HUMANA within such time
period, HUMANA may immediately draw down the entire amount, or balance thereof,
of the Letter of Credit. In addition, such failure to renew or replace the
Letter of Credit shall constitute a breach and default by IPA under this
Agreement, and HUMANA may thereafter terminate this Agreement effective upon
the
earlier of the expiration date of the Letter of Credit or ninety (90) days
notice to IPA, and hold all proceeds of the Letter of Credit until completion
of
the final settlement.
In
the
event HUMANA at any time draws down the Letter of Credit, IPA shall, within
three (3) business days of the satisfaction of the draw by the issuer, replenish
the Letter of Credit by an amount equal to the amount of the draw. In the event
that the Letter of Credit is not replenished in such amount within such time
period, HUMANA may immediately draw down the balance of the Letter of Credit.
In
addition, such failure to replenish the Letter of Credit shall constitute a
breach and default by IPA under this Agreement, and HUMANA may thereafter
terminate this Agreement effective upon the earlier of the expiration date
of
the Letter of Credit or ninety (90) days following the end of the three (3)
business day period described above, and hold all proceeds until completion
of
final settlement under the terms of this Agreement.
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IPA_FL_08152006
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Amendment
If
at any
time HUMANA determines that the total financial deficits attributable to IPA
under this Agreement exceeds the Letter of Credit Amount, HUMANA shall give
written notice to IPA of such deficits, together with its calculations thereof,
IPA shall have ten (10) business days following such notice to increase the
Letter of Credit Amount by an amount equal to the amount of the deficit which
is
in excess of the Letter of Credit Amount. In the event IPA does not increase
the
Letter of Credit by such amount within the ten (10) business day period
described above, such failure shall constitute a breach and default by IPA
under
this Agreement, and HUMANA may draw upon the entire amount of the Letter of
Credit and hold all proceeds until completion of final settlement under the
terms of this Agreement and thereafter may terminate this Agreement effective
upon the earlier of the expiration date of the Letter of Credit or upon ninety
(90) days written notice of termination to IPA
Notwithstanding
anything to the contrary in this Agreement, HUMANA may upon written notice
to
IPA upon the failure of IPA to provide a Letter of Credit, or replacement or
amendment thereof, or to replenish a drawn upon Letter of Credit, as required
under this Agreement, and without prejudice to any other rights of HUMANA stated
herein, offset any part or all of IPA payments from HUMANA under the terms
of
this Agreement up to the Letter of Credit Amount.
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IPA_FL_08152006
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