Exhibit 10.8
NOTE: The Company is seeking confidential treatment with respect to certain
information contained in this agreement. Therefore, such information, which is
identified by a [*], has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange
Act of 1934, as amended.
TENNESSEE HEALTH PARTNERSHIP
PROVIDER NETWORK AGREEMENT (AGENT)
This Agreement is made between TENNESSEE HEALTH PARTNERSHIP ("THP"), a
Tennessee joint venture, and the entity named on the signature page of this
Agreement ("Agent").
RECITALS
A. Agent has developed and established a network of Providers and has been
duly authorized by each Provider to represent, legally bind and commit each
Provider to provide Designated Covered Services to Enrollees pursuant to
the terms of this Agreement.
B. THP desire to establish a network of health care providers to provide cost
effective Covered Services to Enrollees.
C. THP further desires to arrange for the provision of Covered Services to
Enrollees by network providers pursuant to a Master Agreement between THP
and each Payor
.
D. THP and Agent mutually desire that each Provider become a member of such
provider network for the purposes of providing Designated Covered Services
to Enrollees.
E. References to Provider in this Agreement shall mean each Provider included
in Agent's THP Network.
NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants of the parties set forth below, it is agreed as follows:
ARTICLE I
Definitions
The following definitions shall be used in the interpretation and
implementation of this Agreement.
1.1 "Addendum" means any amendment or supplement to this Agreement
identifying a Payor Plan and setting forth certain essential provisions of the
Payor Plan that are necessary for Provider to provide and Payee to xxxx for
Designated Covered Services provided to Enrollees covered under the master
Agreement in a manner permitted by this Agreement and such Master Agreement.
All provisions of each Addendum are incorporated herein by reference and shall
be deemed a part of this Agreement. A list of all Addenda attached to this
Agreement as of the time of its execution by the parties is set forth on the
List of Addenda attached to this Agreement as Exhibit 2. Addenda may be deleted
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or added to this Agreement by THP as provided in Section 14.2 of this Agreement.
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1.2 "Agent's THP Network" means the network of Providers established by
Agent for the purpose of providing Designated Covered Services to Enrollees
under this Agreement, each member of which is referred to as Provider and all
members of which are referred to as Providers under this Agreement. Current
members of Agents' THP Network are listed on Exhibit 4. This term shall not
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apply to any other network of health care providers formed by Agent for the
purpose of serving Payor Plans not covered by this Agreement, notwithstanding
that such other network includes all Providers included in Agent's THP Network.
1.3 "Agreement" means this Agreement, all Addenda and Exhibits to this
Agreement, Applicable Policies and Procedures and all applicable State or
federal requirements that are required by law or contract to be incorporated as
a part of this Agreement.
1.4 "Applicable Policies and Procedures" means those medical policies and
administrative rules, regulations and procedures adopted by THP or Payor that
are applicable to a Payor Plan and that supplement, implement and apply to the
terms of the Payor Plan, Master Agreement and this Agreement. Such policies and
rules shall include, without limitation, provisions and requirements related to
(i) the delivery and provision of, and payment for, Covered Services to
Enrollees by Provider Panels, (ii) determination of Medical Necessity, Referral
requirements and obtaining Prior Authorization for deliver of Covered Services,
(iii) utilization and peer review, (iv) recordkeeping and data reporting and
(iv) appeal and grievance procedures to aid in the resolution of disputes that
may arise among THP, THP Providers, Payors, Enrollees and others. Applicable
Policies and Procedures may be amended from time to time by THP or the
appropriate Payor without the consent of Agent or Provider. Notice of any such
amendments shall be given to Provider in accordance with the provisions of
Article XVII.
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1.5 "Clean Claims" means a properly completed claim for payment for
Designated Covered Services received by THP from Agent or Provider that, in the
determination of the Designated Paying Agent, is complete (i.e., requires no
further information, documentation, adjustment or alteration by Provider in
order to be processed or paid), that is not contested or denied by the
Designated Paying Agent (i.e., not reasonably believed to be incorrect or
fraudulent) and that is not subject to appeal or grievance procedures.
1.6 "Coordination of Benefits" means allocation of responsibility between
two or more Payors to pay for health care services provided to the same
Enrollee.
1.7 "Copayment" means an Enrollee's share of costs for Covered Services
under a Payor Plan, including cost sharing expressed as coinsurance and
deductibles under such Payor Plan.
1.8 "Covered Services" means those health care services and supplies that
are (i) Medically Necessary, (ii) covered under a Payor Plan and (iii) to be
provided to Enrollees by a Provider Panel pursuant to a Master Agreement.
Covered Services are limited to the most appropriate, supply or level or care
that is consistent with professionally recognized standards of medical practice
within the Service Areas and Applicable Policies and Procedures.
1.9 "CPT" means the appropriate published edition of Current Procedural
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Terminology, a listing of descriptive terms and identifying codes for reporting
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medical services and procedures performed by health care providers, including
all updates to such listing.
1.10 "Credentialing" means the process by which THP or Payor, or any
designee of THP or Payor, certifies or recertifies the clinical credentials of
THP Providers or Provider Affiliates.
1.11 "Designated Covered Services" means those Covered Services identified
in Exhibit 1 attached to and made a part of this Agreement to be provided to
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Enrollees by Provider or Provider Affiliates pursuant to this Agreement.
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1.12 "Designated Paying Agent" means the party designated in the Master
Agreement as responsible for paying Payee for Designated Covered Services
provided to Enrollees by Providers under the applicable Payor Plan.
1.13 "Drug Formulary" means the applicable listing of medications eligible
for coverage as Covered Services under any prescription medication benefit
offered in conjunction with a Payor Plan that is created, published and updated
by THP or Payor.
1.14 "Emergency Care" means, with respect to each Payor Plan, emergency
health care services as defined and determined in accordance with the terms of
such Payor Plan or Applicable Policies and Procedures. The attending health
care provider is exclusively responsible for making medical determinations and
treatment decisions; however, payment for health care services rendered will be
conditioned on (a) whether timely notification of the delivery of Emergency Care
has been given to THP or Payor, if required under the applicable Payor Plan or
Master Agreement and (b) THP's or Payor's subsequent review and determination as
to whether such services constitute Covered Services under the applicable Master
Agreement and are consistent with professionally recognized standards of
practice within the Service Area and Applicable Policies and Procedures, Payee
may appeal claims for payment of such services that are denied by THP through
those Applicable Policies and Procedures related to THP Provider appeals.
1.15 "Enrollee" means a person covered under a Payor Plan who is entitled
to the provision of Covered Services by a Provider Panel pursuant to a Master
Agreement.
1.16 "Excluded Services" means any health care services, including a
Covered Service, that are not Designated Covered Services. Excluded Services
rendered by provider to Enrollees are not to be compensated by THP or any Payor
under this Agreement.
1.17 "Exhibit" means an exhibit so designate that is numbered and attached
to this Agreement. Each Exhibit is incorporated into this Agreement.
1.18 "Fee Schedule" means the reimbursement schedule that may be agreed
upon by Payee and THP subsequent to execution of this Agreement in accordance
with Section 14.3.
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1.19 "List of Addenda" means the list of Addenda attached to and made a
part of this Agreement as Exhibit 2.
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1.20 "Master Agreement" means an agreement between a Payor and THP that
describes the terms and conditions under which THP will arrange for a Provider
Panel to provide Covered Services to Enrollees under a Payor Plan and describes
the terms and conditions under which such services shall be provided. If THP
has developed and offered such Payor Plan to Payor, the Master Agreement shall
also set forth the adoption or implementation of such Payor Plan by Payor and
reference or describe the terms and conditions of such Payor Plan.
1.21 "Medical Director" means a physician duly licensed to practice
medicine who is employed by or under contract with THP or Payor to monitor the
provision of Covered Services to Enrollees.
1.22 "Medically Necessary" or "Medical Necessity" means or refers to
Covered Services furnished by a Panel Provider or other health care provider
that are determined to be medically necessary and appropriate pursuant to, in
accordance with, and in the manner provided by the terms of the applicable Payor
Plan, Master Agreement, and Applicable Policies and Procedures.
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1.23 "Panel Provider" means, with respect to each Provider panel, each THP
Provider that is assigned to such Provider Panel by THP pursuant to Section 5.1.
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1.24 "Payee" means, with respect to each Payor Plan, the person or entity
designated as the "Payee" in the Addendum identifying such Payor Plan. The
Payee shall either be Agent, who shall receive and disburse payments from the
Designated Paying Agent on behalf of all Providers and Provider Affiliates, or
the provider who shall receive and disburse payments from the Designated Paying
Agent for those Designated Covered Services provided by such Provider or
Provider Affiliates to Enrollees. If Provider is designated Payee in an
Addendum, Provider may change such designation to Agent by notifying THP of such
change in writing, such change to take effect on the later of the next payment
date following receipt of such notice or thirty (30) days following receipt of
such notice.
1.25 "Payor" means an employer, insurance company, health maintenance
organization, health plan, managed care organization, prepaid health services
organization or other person, group or entity that adopts, implements,
establishes, manages, administers or maintains a Payor Plan. To the extent such
organization contracts with or designates a third party administrator or other
entity to administer or assist in the administration of a Payor Plan, such
administrator shall be deemed a Payor with respect to such Payor Plan.
1.26 "Payor Plan" means any benefit plan or program adopted, implemented,
established, maintained or administered by a Payor for the purpose of providing,
arranging for the provision of or making available health care services to
participants in such plan or program.
1.27 "Primary Care Provider" means any THP Provider who (i) is designated
as a primary care provider in his/her provider agreement with THP and (ii) is
designated as a primary care provider by THP or Payor when assigned to a
Provider Panel.
1.28 "Prior Authorization" means authorization of health care services for
coverage as Designated Covered Services by THP or Payor prior to the Enrollee
obtaining such services. Requests for Prior Authorization will be denied if THP
determines that the health care services that are proposed for coverage are (a)
not included as Covered Services under the applicable Master Agreement, (b) not
Medically Necessary, (c ) not Designated Covered Services or (d) in conflict
with Applicable Policies and Procedures.
1.29 "Provider" means each health care provider that is a member of Agent's
THP Network during the term of this Agreement.
1.30 "Provider Affiliate" means any individual health care provider that is
(i) employed by or under contract with Provider, (ii) licensed, certified,
trained or otherwise qualified to provide Designated Covered Services to
Enrollees, (iii) Credentialed to provide Designated Covered Services by THP or
Payor and (iv) authorized by THP to provide Designated Covered Services to
Enrollees on behalf of Provider under this Agreement.
1.31 "Provider Panel" means those THP Providers who are authorized by THP
or Payor to provide Covered Services to Enrollees under a Payor Plan pursuant to
the terms of a Master Agreement.
1.32 "Referral" means the act and process through which THP or a THP
Provider refers an Enrollee to a Panel Provider to obtain Covered Services.
4
1.33 "Service Area" means the geographic area served by a Provider Panel as
established and identified from time to time pursuant to a Payor Plan, Master
Agreement and/or Applicable Policies and Procedures.
1.34 "State" means any state of the United States of America in which
Provider is to provide Designated Covered Services to Enrollees under this
Agreement and, where appropriate, any department, agency, bureau or other
subdivision thereof.
1.35 "TennCare" means the program administered by the State of Tennessee
(currently pursuant to waiver granted by the Health Care Financing
Administration, United States Department of Health and Human Services) under
which the State pays a monthly prepaid capitated amount to managed care
organizations for rendering or arranging necessary health care services to
eligible persons, and any successor program implemented by the State.
1.36 "THP Provider" means a physician, other individual health care
provider, hospital or other health care facility licensed, certified, trained or
otherwise qualified to provide one or more Covered Services, or an independent
practice association or medical group, each of whose members is licensed,
certified, trained or otherwise qualified to provide one or more Covered
Services, who contracts with THP to provide one or more Covered Services to
Enrollees. Provider Affiliates shall not be deemed THP Providers for purposes
of this Agreement and shall have the right to provide Designated Covered
Services to Enrollees pursuant to this Agreement only as authorized under
Section 2.3.
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ARTICLE II
Obligations of Provider, Agent and Payee
2.1 Participation in Provider Panels. Provider shall serve as a member of
and participate in each Provider Panel to which Provider is appointed by THP
pursuant to Section 5.1. The obligations of Provider under this Article II
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shall be separately applicable to each Payor Plan served by a Provider Panel to
which Provider is appointed.
2.2 Services. Consistent with sound medical practice and in accordance
with professionally recognized standards of medical practice in the Service Area
for rendering quality medical care, Provider shall provide Designated Covered
Services to those Enrollees entitled to receive such services from Provider
under the terms of this Agreement and the applicable Master Agreement and Payor
Plan. In providing such Designated Covered Services to Enrollees, Provider
shall observe and comply with Applicable Policies and Procedures.
2.3 Provider Affiliates.
2.3.1 Designated Covered Services. Provider shall have the right to
provide Designated Covered Services to Enrollees through one or more Provider
Affiliates only if authorized to do so in writing by THP. THP may revoke such
consent if the Provider Affiliate fails to comply with the terms and conditions
of this Agreement imposed on Provider Affiliates. If requested by THP, each
Provider Affiliate will execute and deliver to THP the form of Agreement,
Release and Immunity attached to this Agreement as Exhibit 3. Where
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appropriate, all references to Provider in this Agreement shall be deemed to
include all Provider Affiliates. Provider shall not authorize, permit or allow
any Designated Covered Services to be delivered or provided by anyone other than
Provider or a Provider Affiliate.
5
2.3.2 Payment of Provider Affiliates. Payee or Provider (as may be
agreed between them) shall be solely and exclusively responsible for
compensating all Provider Affiliates who provide Designated Covered Services to
Enrollees under this Agreement and Payee and Provider shall indemnify and hold
THP and the applicable Payor harmless from any liability, cost or expense
related to or arising from any claim for payment or other compensation by a
Provider Affiliate made against THP or such Payor. The sole and exclusive
obligation of THP or any Payor to pay for Designated Covered Services rendered
by Provider or any Provider Affiliate under this Agreement shall be to make
payments directly to Payee pursuant to Section 4.1.
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2.3.3 Provider Responsibility for Related Provider Affiliates.
Provider shall be solely and legally responsible for the quality of Designated
Covered Services or any other health care service that any related Provider
Affiliate renders to Enrollees and for ensuring that Designated Covered Services
provided by a related Provider Affiliate are within the scope of the related
Provider Affiliate's license and training and meet professionally recognized
standards of practice within the Service Area. For purposes of this Agreement,
the term "related Provider Affiliate" shall mean a Provider Affiliate who is
employed by provider or, in the case of a Provider that is an institution or
facility, who is authorized by the bylaw, rules or regulations of such
institution or facility to provide professional services to Enrollees at or on
behalf of such institution or facility.
2.4 Referral, Prior Authorization and Managed Care Requirements. To the
extent applicable to Provider, compensation for health care services is limited
to Designated Covered Services rendered by provider which have been authorized
by Referral and, when required under the Payor Plan or Master Agreement, have
been rendered after Prior Authorization has been given by THP or Payor.
Provider shall abide by Applicable Policies and Procedures governing Referrals,
Prior Authorization, utilization management, and concurrent, retrospective and
prospective review of Designated Covered Services. It is Provider's
responsibility to follow Applicable Policies and Procedures and to provide
sufficient information and reports in a timely manner for THP or Payor to
complete its reviews.
2.5 Excluded Services. In order for Payee to be reimbursed by and
Enrollee for Excluded Services, Provider must advise the Enrollee in writing,
prior to providing Excluded Services to the Enrollee, that the services are not
covered by this Agreement, will not be paid for by THP or Payor and that the
Enrollee will be responsible for paying the Provider directly for such services.
Further, if an Enrollee requests such Excluded Services, Enrollee must
acknowledge in writing, in advance of the provision of services, that neither
THP nor Payor shall be responsible for the payment of such services. Subject to
the above requirements, Provider shall have the right to separately xxxx an
Enrollee for Excluded Services.
2.6 Drug Formulary. Provider shall comply with the medication prescribing
and dispensing guidelines set forth in the Drug Formulary applicable to each
Payor Plan.
2.7 Accessibility of Designated Covered Services.
2.7.1 Provider Location. Provider must at all times maintain
his/her/its primary office or location within the county and State identified as
Provider's primary location on Exhibit 4.
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2.7.2 Accessibility. Except as provided in Subsection 2.7.3,
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Designated Covered Services shall be available and accessible to Enrollees from
Provider during reasonable hours of operation, with provision for after-hour
services, if applicable. If Provider is required to provide Emergency Care or
any other Designated Covered Service as a full-time service, such service shall
be available and accessible 24 hours a day, 7 days a week. Enrollees shall have
access to Designated Covered Services that meets all requirements of each Payor
Plan and Applicable Policies and Procedures. Under no circumstances
6
shall an Enrollee's access to care be less than access to care of other patients
of Provider. Provider shall monitor the accessibility of care to enrollees,
including where appropriate, average time to schedule an appointment and waiting
time at scheduled appointments, and shall initiate corrective action where
necessary to improve quality of care in accordance with that level of medical
care recognized as acceptable professional standards in the Service Area and to
comply with Applicable Policies and Procedures regarding same.
2.7.3 Closing or Limiting of Practice. Subject to the requirements
of Section 3.1, if a Provider is an individual health care professional, then,
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upon the occurrence of exceptional circumstances, such as disability or illness
or the closing of Provider's practice to all new patients, Agent or Provider may
request that Provider not be required to accept additional Enrollees or other
adjustments to his/her status as a THP Provider by giving written notice of such
request to THP as soon as possible and, where an upcoming change in status is
known or reasonably should be known to Provider in advance, at least sixty (60)
days in advance of the effective date of such requested change. THP will then
work with Agent and Provider to determine what accommodation, if any, can be
made in Provider's obligations under this Agreement. Where an accommodation and
resulting limitations are approved by THP, THP shall notify other THP Providers
who are members of the applicable Provider Panels if deemed necessary for the
proper operation of the network. Should Provider wish to have any limitations
removed, Agent and Provider shall make that request in writing to THP, and THP
shall consider when and on what terms the limitations may be removed. If THP
and Provider cannot agree on an accommodation, THP may require that Provider be
removed from Agent's THP Network as provided in Section 7.3. If removal occurs,
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any Enrollees assigned to such Provider shall be assigned to one or more other
Providers who are members of the appropriate Provider Panel as provided in
Section 7.8.
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2.8 Treatment of Enrollees. Provider, Provider Affiliates and Provider's
staff and administrative personnel shall endeavor to maintain a high level of
customer service and satisfaction for each Payor Plan served by Provider as a
member of a Provider Panel.
2.9 Reporting of Actions Against Provider or a Provider Affiliate. Agent
or Provider shall notify THP within ten (10) calendar days of the occurrence of
any of the following, such notice to include a brief description of such
occurrence and the reasons therefor:
2.9.1 any action taken to restrict, suspend or revoke Provider's
and/or a Provider Affiliate's license to provide any Designated Covered
Service required by this Agreement;
2.9.2 any suit or arbitration action brought against Provider and/or
a Provider Affiliate for malpractice;
2.9.3 any felony information or indictment or investigation instituted
by the State or any federal agency with regulatory authority over Provider
or any Provider Affiliate;
2.9.4 any disciplinary proceeding or action against Provider and/or a
Provider Affiliate before an administrative agency of any Statue or any
federal agency with regulatory authority over Provider or any Provider
Affiliate;
2.9.5 any cancellation or material modification of the professional
liability insurance required to be carried by Agent, Provider or any
Provider Affiliate;
2.9.6 any action taken to restrict, suspend or revoke the
participation of Provider or any Provider Affiliate in Medicare, CHAMPUS or
TennCare;
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2.9.7 any disciplinary action or action to terminate or restrict
privileges at any hospital or other health care facility taken by such
facility against Provider or any Provider Affiliate; and
2.9.8 any other event or situation which might materially affect the
ability of Agent, Provider or any Provider Affiliate to carry out its, his
or her duties and obligations under this Agreement.
Agent or Provider shall provide THP with a written summary of the final
disposition of any such occurrence.
2.10 Quality of Covered Services
2.10.1 Warranties and Responsibilities. Provider shall be solely and
legally responsible for the quality of Designated Covered Services or any
other health care service that Provider renders to Enrollees and Agent
and Provider specifically warrant and represent to THP as follows, with
Agent's representations and warranties applying to all Providers:
(a) The Designated Covered Services that are to be furnished by
Provider pursuant to this Agreement are and shall be within the scope of
Provider's license and training, and Provider is and at all times during
the term of this Agreement shall be professionally or otherwise qualified
to provide such Designated Covered Services to Enrollees;
(b) Designated Covered Services provided by Provider under this
Agreement shall meet professionally recognized standards of practice within
the Service Area. Designated Covered Services shall be provided to
Enrollees by Provider under this Agreement in accordance with the terms of
the relevant Payor Plan, Master Agreement and this Agreement, and in
compliance with Applicable Policies and Procedures, in the same manner and
in accordance with the same standards of patient care afforded to
Provider's other patients.
2.10.2 Cooperation With Utilization Management and Quality
Improvement Programs. Agent and Provider agree to cooperate with and
participate in, and cause all Provider Affiliates to cooperate with and
participate in, the utilization management and quality improvement programs
and procedures established by THP or Payor which are intended to measure
and manage the costs, utilization and quality of Designated Covered
Services provided by Provider and Provider Affiliates. Such programs shall
be developed and established by THP or Payor and shall be implemented in
accordance with the terms of Applicable Policies and Procedures which may
be modified from time to time by THP or Payor to meet the objectives of
such programs. Provider shall provide THP or Payor with summaries of or
access to records maintained by Provider as required in connection with
such programs, subject to any confidentiality requirements under the laws
of the State. Provider shall not, however, be required to furnish THP or
Payor with access to or otherwise disclose records, files, proceedings or
other materials prepared or maintained by a medical review or peer review
committee to the extent prohibited by law. Provider authorizes on behalf
of Provider and each Provider Affiliate, in accordance with Subsection
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2.12.5 of this Agreement, the release to and by THP and Payor of
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information necessary to carry out the utilization management and quality
improvement programs of THP or Payor.
2.10.3 Compliance with Applicable Policies and Procedures. Provider
and all Provider Affiliates shall abide by and comply with Applicable
Policies and Procedures, including those applicable to Credentialing, Prior
Authorization, prospective, concurrent and retrospective Medical Necessity
review, utilization management, quality management, peer review, THP
corrective action plans, Enrollee appeals and Provider grievance
procedures.
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Provider and all Provider Affiliates shall comply with all final determinations
of THP and/or Payor peer review, Provider appeal and Enrollee grievance
processes.
2.12 Record Keeping and Reporting Requirements.
2.12.1 Records. Provider shall maintain current medical and other
records in accordance with accepted standards of all information relevant
to Designated Covered Services provided to Enrollees, including, but not
limited to services performed, charges, dates of service, medical/patient
charts, prescription orders, diagnoses, documentation of orders for
laboratory and other tests and test results, Referrals and other
information necessary for the evaluation of the nature, necessity, quality,
quantity, appropriateness and timeliness of such services.
2.12.2 Maintenance of Records. Provider shall maintain, for at least
five (5) years after the date of the delivery of services and readily make
available to THP, the State, the United States Department of Health and
Human Services, and any other government agency with regulatory authority,
medical and health records of Enrollees receiving Designated Covered
Serviced and all related administrative records. Upon request, THP and
such agencies shall have access at reasonable times to the books, records,
and papers of Provider relating to Designated Covered Services, to the cost
thereof and Copayments received from Enrollees.
2.12.3 Reporting Requirements. Provider shall comply with the
encounter, clinical information or other reporting requirements of each
Master Agreement and Payor Plan and shall utilize such encounter reporting
forms as required by THP or Payor. Forms used in submitting such
information shall be in a format approved by THP. Generally, HCFA 1500 and
UB-92 forms will be approved unless otherwise required by the Payor Plan or
an Addendum.
2.12.4 Confidentiality of Information. Agent and Provider shall
assure that all material and information, in particular information
relating to Enrollees, which is provided to or obtained by or through
Provider's performance under this Agreement, whether verbal, written,
taped, computerized, or otherwise, shall be maintained and treated as
confidential information to the extent confidential treatment is required
under State and federal laws. Neither Agent nor Provider shall use any
such information in any manner except as necessary for the proper discharge
of its obligations and securement of its rights under this Agreement.
Except as expressly authorized by this Agreement, all information as to
personal facts and circumstances concerning Enrollees obtained by Agent or
Provider shall be treated as privileged communications, shall be held
confidential and shall not be divulged without the written consent of the
Enrollee, provided that nothing stated herein shall prohibit the disclosure
of information in summary, statistical or other forms which does not
identify particular Enrollees. The use or disclosure of information
concerning Enrollees by Agent, Provider, or any Provider Affiliate shall be
limited to purposes directly connected with the administration of this
Agreement.
2.12.5 Access to Confidential Information. Subject to all applicable
privacy and confidentiality laws, rules, and regulations (including those
requiring patient consent where applicable), the medical records of
Enrollees and administrative records related thereto shall be made
available to each Panel Provider and to THP, any appropriate Payor, and
their respective agents and representatives.
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Agent and Provider shall allow THP and the appropriate Payor to inspect,
audit and duplicate any and all data, xxxxxxxx, and other records
maintained on Enrollees in such Payor's Plan. Inspection, audit and
duplication shall occur after reasonable notice during regular working
hours. Provider acknowledges that THP's quality management program
includes provisions for records audit, peer review, Provider appeals and
Enrollee grievance procedures. Certain records of THP with respect to
quality management shall be made available for review by applicable State
and federal regulatory agencies and by representatives of Payors if
required by law or the terms of the Master Agreement. Ownership access to
Agent's or Provider's records of Enrollees shall be controlled by
applicable laws of each State and this Agreement. THP and each State and
federal regulatory agencies shall also have access to such records as
required by law and pursuant to the terms of Article VIII of this
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Agreement. Each Enrollee shall also be allowed access to his/her medical
record as required by law.
2.12.6 Patient Consents. To the extent required by law, the party
requesting access to patient records shall be required to furnish Provider
with an appropriate patient consent form in order to obtain such access.
2.13 Insurance.
2.13.1 Professional Liability. During the term of this Agreement and
for a period of three (3) years after termination, Agent and each Provider
shall each maintain (and require all Provider Affiliates to maintain)
(through regular or tail coverage) professional liability insurance
covering the insured in amounts equal to $1,000,000 per claim and
$3,000,000 in the aggregate of all claims per policy year. Agent, Provider
and each Provider Affiliate will deliver to THP certificates of insurance
or other evidence of insurance reasonably satisfactory to THP indicating
that this insurance is in effect. THP shall be provided not less than 30
days' advance written notice prior to any cancellation, non-renewal or
material change in this coverage and may require a certificate from the
insuror to such effect.
2.13.2 General Liability. During the term of this Agreement, Agent,
Provider and each Provider Affiliate shall each maintain general liability
insurance with reasonable limits acceptable to THP against claims for
damages arising as a result of personal injury or death caused, in whole or
in part, by any act or omission of the insured or any of its agents,
servants and employees.
2.14 Non-Discrimination. Neither Agent, Provider nor any Provider
Affiliate shall discriminate against Enrollees solely on the grounds that
the Enrollee files a complaint against Agent, Provider, a Provider
Affiliate or THP, or because of the Enrollee's race, color, national
origin, ancestry, religion, sex, marital status, sexual orientation, age,
physical handicap, or medical condition.
2.15 Reporting Changes of Provider Information. Agent or Provider shall
immediately notify THP, in writing upon, and where possible at least 30
calendar days prior to, any change in the address, business telephone
number, business hours, tax identification number, license number and, if
applicable, Drug Enforcement Agency registration number of Provider or any
Provider Affiliate.
2.16 Credentialing Requirements. Provider and each Provider Affiliate
shall, prior to providing Designated Covered Services under this Agreement,
meet THP's or Payor's Credentialing requirements for each applicable Payor
Plan and Master Agreement..
2.17 License Requirements. Provider and Each Provide Affiliate shall
maintain all appropriate licenses, certifications, training and standards
required by applicable State and federal laws for the providing of
Designated Covered Services under this Agreement.
10
2.18 Non-Solicitation. Neither Agent, Provider, any Provider Affiliate nor
any entity or person associated with Agent, Provider or any Provider Affiliate
shall use any membership lists or other information obtained pursuant to this
Agreement or as a THP Provider to solicit Enrollees in any way on behalf of any
health plan other than the contract plan in which the Enrollee is enrolled.
Such solicitation shall be a material breach of this Agreement.
2.19 Requirements for Submission of Claims by Provider. With respect to
those Designated Covered Services that Payee is to be compensated for based on
the submission of a Clean Claim, claims for payment shall be paid only if
submitted to Designated Paying Agent within 90 days after the date the
Designated Covered Services were rendered and only after the Designated Paying
Agent has determined that a claim is a Clean Claim. Neither Agent nor Provider
shall seek payment from Enrollees for claims for Designated Covered Services
submitted to the Designated Paying Agent except with respect to the applicable
Copayment amount. Forms used in submitting claims shall be in a format approved
by the Designated Paying Agent (generally HCFA 1500 and UB-92 forms are in an
approved format). Claims shall include, at a minimum, the following information
if applicable: date of service, patient name, Enrollee identification number,
Provider Panel identification number, Referring Primary Care Physician's name
and identification number, number of service units, diagnosis, billed dollar
amount, Copayment amount (if applicable), CPT codes and procedure description.
2.20 Legal and Professional Responsibility. Provider shall perform all of
Provider's duties and obligations under this Agreement in accordance with all
applicable laws, rules and regulations, including those made applicable by
reason of any Payor Plan or Applicable Policies and Procedures. To the extent
Provider is an individual practitioner, Provider agrees that he/she has an
independent professional responsibility to his/her patient/Enrollee, and no
action by agent, THP or Payor pursuant to this Agreement, any Payor Plan or
Master Agreement or Applicable Policies and Procedures shall in any way absolve
Provider or any Provide Affiliate from, or in any way restrict or inhibit
his/her performance of, professional duties and obligations due a
patient/Enrollee.
2.21 Transfer. If Provider is an individual practitioner, then, if after
reasonable efforts a satisfactory Provider-patient relationship is not
established and maintained between Provider and any Enrollee, either Provider,
Agent, such Enrollee, THP or the Payor may request that the Enrollee's care be
transferred to another THP Panel Provider. No such change shall be effective,
however, without prior express approval of THP or Payor which shall not be
unreasonable delayed or withheld. An individual Provider shall not be required
to accept or continue treatment of an Enrollee with whom the provider cannot,
after reasonable efforts, establish or maintain a professional relationship.
2.22 Confidentiality and Return of Proprietary Information. Agent and
Provider covenant to maintain the confidentiality of any information and
documents relating to or prepared pursuant to this Agreement, any Master
Agreement or any Payor Plan and all information or documents supplied to
Provider by THP or Payors pursuant to this Agreement, including, without
limitation, Applicable Policies and Procedures, and shall not copy such
documents or use such information or documents for any purpose other than
discharging Provider's duties under this Agreement. Agent and Provider shall
take reasonable precautions to prevent the unauthorized disclosure of all such
information and documents. THP consents to such disclosure to Provider
Affiliates as is necessary for Provider to arrange coverage by or otherwise
engage Provider Affiliates to provide Designated Covered Services in accordance
with this Agreement. Agent and Provider agree to promptly return any THP or
Payor provider manual and any other THP or Payor proprietary documents or
material upon termination of this Agreement, including any copies thereof, in
Provider's or any Provider Affiliates possession or control.
2.23 Referrals. Consistent with sound medical practice and in accordance
with accepted community professional standards within the Service Area, to the
extent required by the Payor Plan, Master Agreement or Applicable Policies and
Procedures, Provider shall Refer Enrollees only to other Panel Providers.
Provider shall comply with all requirements of each Payor Plan, Master Agreement
and Applicable Policies and Procedures for notification of THP or the Primary
Care Provider with respect to Referrals for Emergency Care or other Covered
Services to a health care provider that is not a Panel Provider.
11
2.24 No Right to Refuse Designated Covered Services. Except as provided
below and in Subsection 2.7.3 and Section 2.21, Provider shall not refuse to
---------------- ---------------
provide Medically Necessary Designated Covered Services to any Enrollee provided
the Enrollee has been certified by THP or Payor as eligible to receive such
Designated Covered Services and THP or Payor has given its prior authorization
for the provision of such Designated Covered Services when required under the
terms of the Payor Plan, Master Agreement or Applicable Policies and Procedures.
Provider shall not refuse to provide Designated Covered Services to an Enrollee
for nonmedical reasons other than failure to pay any applicable Copayment.
2.25 Marketing. THP and Payor may include references to Agent, Provider,
Provider Affiliates and their business addresses and telephone numbers in any
Payor Plan material provided to Enrollees in any marketing or solicitation
campaigns initiated by THP or Payor and in any materials used by THP or Payor in
informing other Panel Providers of panel affiliations. All marketing,
advertising and publicity relative to the solicitation of Payor Plans will be
conducted by THP or the appropriate Payor.
2.26 Addenda. To the extent any of the obligations, responsibilities or
rights of THP, Agent, Provider or any Provider Affiliate shall be expanded,
limited or otherwise affected by the terms of any Addendum, then the terms of
such Addendum shall control, and, in the event any of the provisions or terms of
an Addendum shall conflict with or be inconsistent with the terms and conditions
of this Agreement, the terms and provisions of such Addendum shall control.
2.27 Compliance with Payor Plans. Provider and Provider Affiliates will
comply with all requirements imposed on providers under Payor Plans and will not
implement any policy or practice designed or intended to circumvent the
obligation of any Enrollee to pay any Copayment.
2.28 Credentialing Information. It may be necessary for THP to perform
Credentialing of Provider and Provider Affiliates, and each individual Provider
and Provider Affiliate that THP elects to Credential shall be required to
execute the Agreement Release and Immunity authorizing THP to obtain
Credentialing information from third parties in the form of Exhibit 3 attached
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to this Agreement.
2.29 Agent Authorization. Provider shall appoint Agent as Provider's agent
and attorney-in-fact and shall enter into an appropriate provider agreement with
Agent pursuant to which Agent shall be authorized to exercise, waive and
represent the rights and interest of Provider under this Agreement to the extent
specified in Section 5.4. Each Provider shall be required to execute the
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Agreement, Release and Immunity attached as Exhibit 3 confirming that Provider
---------
has so authorized Agent and shall execute and deliver to THP such further
documents or instruments confirming such authorization as may be requested from
THP from time to time during the term of this Agreement.
ARTICLE III
Duties and Obligations of Agent
3.1 Maintenance of Network. Throughout the term of this Agreement, Agent
shall be responsible for including and maintaining in Agent's THP Network that
number of Providers sufficient for meeting all requirements for the provision of
Designated Covered Services to Enrollees under the terms of this Agreement
including, without limitation, range and scope of Designated Covered Services
and geographic coverage in the Service Area meeting THP requirements. Subject
to the preceding requirements, Agents shall have the right and authority to
add or delete Providers from Agent's THP Network subject to the prior approval
of THP, which shall not be unreasonably withheld. Agent and Providers
recognize that the addition or deletion of Providers to the Network may require
the reassignment of Enrollees to one or more other Providers and that the
terminated
12
Provider shall be required to continue to provide Designated Covered Services to
Enrollees subsequent to termination from Agent's THP Network to the extent
required by the terms of this Agreement. Any new Providers added to Agent's THP
Network from and after the date of this Agreement must be approved in writing by
THP and must be Credentialed and otherwise authorized to provide Designated
Covered Services to Enrollees under this Agreement in advance and in writing by
THP. Exhibit 4 shall be amended to reflect the addition or deletion of
---------
Providers from Agent's THP Network. In any instance where the Agent's THP
Network is considered an exclusive network by geography or service, Agent's THP
Network shall include a sufficient number of Providers to accommodate the number
of Enrollees to be assigned. Such defermentation shall be at the sole judgment
of THP. THP reserves the right to recruit and credential other providers should
Agent's THP Network be deemed insufficient.
3.2 Administrative Responsibilities. In addition to its other duties,
obligations and responsibilities under this Agreement, Agent shall perform and
be responsible for those other administrative and ministerial responsibilities
described in Exhibit 5 attached to this Agreement.
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3.3 Administrative Compliance. Agent will perform on a timely basis all
administrative and ministerial duties required under this Agreement and
Applicable Policies and Procedures in order to ensure compliance by Agent and
all Providers with all administrative requirements imposed on Agent and
Providers under this Agreement. Agent will, from time to time and without
notice, permit THP, its employees and agents, to inspect Agent's premises and
records in order to ensure compliance by Agent and Providers with all
administrative requirements under this Agreement. Agent will participate in and
abide by decisions effected by THP in resolution of Provider and Enrollee
grievances as specified in Applicable Policies and Procedures. Agent will
provide THP on a timely basis, at Agent's sole cost and expense, with all data
and information required to be furnished by Provider to THP under the terms of
this Agreement to the extend not furnished on a timely basis by Provider for
complying with the requirements of this Agreement imposed on Providers and
Agent.
3.4 Provider Contracts. Agent shall be responsible for entering into a
binding legal agreement with each Provider pursuant to which Provider agrees to
become a member of Agent's THP Network and authorizes Agent to serve as the
agent and attorney-in-fact for such Provider and to enter into, execute and
exercise all rights of Provider under rights of Provider under this Agreement on
behalf of Provider and to bind Provider to all terms, conditions and obligations
imposed on Provider under the terms of this Agreement. All provider agreements
shall conform in form and content to the requirements of this Agreement and each
Payor Plan covered by this Agreement. A true and accurate copy of Agent's form
of provider agreement shall be submitted by Agent to THP for review and approval
and Agent will furnish copies of its executed provider agreements for Agent's
THP Network to THP upon request.
3.5 Representations and Warranties of Agent. Agent hereby represents and
warrants to THP as follows:
3.5.1 Agent has the legal right, power and authority to execute and
deliver this Agreement on behalf of each Provider listed on Exhibit 4 and
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to legally bind such Provider to the terms, conditions and obligations of
the Agreement as the authorized agent and attorney-in-fact for such
Provider to the same extent as if this Agreement had been executed and
delivered by such Provider.
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3.5.2 If Agent is designated as Payee, under the terms of its
agreement with each Provider listed on Exhibit 4, Agent is authorized to
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receive payment from the Designated Paying Agent for all Designated Covered
Services provided by such Provider to Enrollees, and Agent shall indemnify
and hold the Designated Paying Agent, THP and the appropriate Payor, and
each of their officers, employees and agents harmless from and against any
claims made by Provider for payment for services rendered pursuant to this
Agreement.
3.5.3 Each Provider listed on Exhibit 4 has such licenses,
---------
certifications and other qualifications as are necessary to meet THP's
Credentialing requirements and will maintain all such licenses,
certifications, and qualifications for so long as such Provider is a member
of Agent's THP Network and is providing Designated Covered Services under
the terms of this Agreement.
3.5.4 Each Provider listed on Exhibit 4 has appointed Agent as its
---------
agent and attorney-in-fact to exercise, waive and represent the rights and
interests of such Provider under this Agreement, including, without
limitations, exercising the following rights on behalf of each Provider:
(i) if Agent is designated as Payee, to receive and disburse
payments for furnishing of Designated Covered Services and agree to the Fee
Schedule as provided in Section 14.3;
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(ii) to pursue grievance procedures;
(iii) to accept and execute Addenda adding Payor Plans or
amending this Agreement;
(iv) to pursue arbitration remedies; and
(v) to exercise rights of extension or termination of this
Agreement.
3.5.5 To the extent Agent shall add a Provider to Agent's THP Network
from and after the date of this Agreement, all representations and
warranties of Agents contained in this Section 3.5, shall be applicable to
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such Provider and to Agent's rights, powers and authorities under its
agreement with such Provider.
3.5.6 Risk Assumption. Agent has the legal right and all licenses or
certificates required by law to assume all risks imposed on Agent under
this Agreement and its arrangements with Providers.
3.5.7 Compliance. Agent shall at all times comply with all federal,
State, and local laws, rules and regulations applicable to Agent's
activities and responsibilities under this Agreement and under its
agreements with Providers.
ARTICLE IV
Provider Compensation
4.1 Compensation to Provider. In consideration for the Designated Covered
Services which any Provider or any Provider Affiliate renders to Enrollees
pursuant to this Agreement, the Designated Paying Agent shall reimburse Payee on
behalf of Providers and Provider Affiliates in accordance with the following
provisions and all Addenda. The Master Agreement shall specify whether THP or
Payor shall be the Designated Paying
14
Agent. Where any Addendum sets forth a compensation arrangement which is
inconsistent with the following provisions, the terms of the addendum shall
govern.
4.1.1 Method and Amount of Compensation. Payee shall accept as
payment in full for Designated Covered Services rendered by any Provider
or any Provider Affiliate of Enrollees under a Payor Plan and Master
Agreement based upon and in accordance with the method and amounts payable
set forth in the Addendum referencing such Payor Plan and Master Agreement,
plus Copayments payable solely by Enrollees in accordance with such Payor
Plan. Each Addendum shall provide for payments from the Designated Paying
Agent based on the Fee Schedule or shall set forth such other method of
compensation as shall be applicable to the Payor Plan described in such
Addendum.
4.1.2 No payment for Excluded Services. Except as provided in
Section 2.5, neither an Enrollee, the Payor under the Payor Plan, not THP
shall be liable for Payment for (1) any Designated Covered Service
determined by THP to be not Medically Necessary, (2) any Designatee Covered
Service for which Prior Authorization and/or Referral is required under the
applicable Payor Plan as a prerequisite of coverage but which is not
obtained or (3) any Excluded Services.
4.1.3 Time Requirements for Payment of Claims by THP. To the
extent an Addendum shall require that THP, as the Designated Paying Agent,
compensate Provider on a fee for service or other basis requiring the
submission of claims as a condition to payment, THP shall process and
reimburse Provider's claims for Designated Covered Services to Enrollees
consistent with Applicable Policies and Procedures and in accordance with
terms of the pertinent Master Agreement. THP shall pay ninety-five (95%)
of Clean Claims within 30 calendar days of receipt of such claim by THP and
will pay the remaining five percent (5%) of Clean Claims within forty (40)
calendar days of receipt by THP. THP shall process within sixty (60) days
of receipt all claims submitted by Agent or Provider. The term "process"
means that THP will make a determination as to whether the submitted claim
is a Clean Claim or advise Agent or Provider that a submitted claim is (i)
a denial claim and specify all reasons for denial or (ii) not a "Clean
Claim" due to insufficient information and/or documentation that is
needed from the Agent or Provider in order to allow or deny the claim.
Resubmission of a claim with further information and/or documentation shall
constitute a new claim for purposes of establishing the time frame for
claims processing and payment under this Subsection 3.1.3. The denial of a
----------------
claim or the determination that a claim is not a Clean Claim shall not
affect the timing of payment of any other claim determined to be a Clean
Claim.
4.1.4 Time Requirements for Payment of Fixed Amount Payment
by THP. To the extent an Addendum shall require that the Designated Paying
Agent compensate Payee on a monthly fixed fee basis or any other basis that
does not require the submission of a claim as a condition to payment, the
Designated Paying Agent shall make such payment to Provider by no later
than (i) the tenth (10/th/) day of the calendar month or (ii) if THP is the
Designated Paying Agent within five (5) business days after receipt of the
capitation payment or other fixed compensation payment by THP from the
Payor. If an Enrollee becomes eligible for coverage under a Payor Plan on
or before the fifteenth (15) day of a month, a full month's payment will be
made retroactively during the subsequent month. There will be no
retroactive payment for any Enrollee who becomes eligible after the
fifteenth day of a month. If an Enrollee is disenrolled after the fifteenth
day of a month, a full month's payment will be made with no retroactive
adjustment. If an Enrollee is disenrolled on or before the fifteenth day of
a month, a retroactive adjustment to the total monthly amount payable to
Provider will be made during the subsequent month.
15
4.1.5 Payments by Payor as Designated Paying Agent. The time
requirements for processing and payment of claims and of other amounts due
Payee from a Payor, as the Designated Paying Agent, shall be determined by
the Payor Plan and shall be set forth in the Addendum referencing such Payor
Plan.
4.1.6 Payment of Providers and Provider Affiliates. All payments due
Providers and all Provider Affiliates under this Agreement from the
Designated Paying Agent shall be made directly to Payee, and Payee shall be
solely responsible for paying or otherwise compensating all Providers and
Payee or Provider shall be solely responsible for paying or otherwise
compensating Provider Affiliates, as provided in Subsection 2.3.2.
4.1.7 Payment by Another THP Provider. Notwithstanding any other
provision of Section 4.1 (or any of its subsections) to the contrary, when
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the Designated Paying Agent compensates another THP Provider on an all
inclusive per diem, program or monthly fixed amount basis that makes such
other THP Provider responsible for the payment of Designated Covered
Services rendered to an Enrollee by Provider or any Provider Affiliate,
Agent and Provider shall look solely to such other THP Provider for payment
and shall not be entitled to payment from THP or the Payor Plan under this
Section 4.1 with respect to such services.
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4.1.8 Appeal Rights. Agent shall have the right to grieve and appeal
claims for payment of services furnished by Provider that are denied by THP
through those Applicable Policies and Procedures related to THP Provider
appeals.
4.1.9 Other Payment Requirements. Other billing and claims submission
requirements may be included in the provider manual referenced in
Subsection 5.1.5 or in the appropriate Addendum.
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4.2 Monitor Quality Management. THP shall monitor Agent's and Provider's
quality management activities and compliance with THP's quality management
policies and procedures. THP shall also monitor Agent's and Provider's
compliance with its Credentialing and disciplinary policies and procedures.
Agent, Provider and Provider Affiliates shall comply with any corrective action
plans implemented by THP.
4.3 Enrollee Grievances. THP or the Payor, as determined by the terms of
the Master Agreement, shall have primary and final responsibility for
administering Enrollee grievance procedures.
ARTICLE V
Duties and Obligations of THP
5.1 Functions
5.1.1 Plan Administration. THP shall perform such administrative and
management functions related to or required by the Payor Plan as are
delegated to THP under the terms of any Master Agreement or Payor Plan,
including, without limitation, claims payment and adjudication, Prior
Authorization, utilization review, Credentialing, contracting and network
administration, Provider and Enrollee grievances and appeals, and data
collection and reporting. Administrative and management functions that are
not delegated to THP shall be performed by Payor or is designee.
16
.
5.1.2 Contracting. THP intends to form and market a provider network
consisting of THP Providers to Payors. THP shall enter into a Master
Agreement with each Payor with respect to each Payor Plan, the Enrollees of
which will be provided Covered Services by Panel Providers.
5.1.3 Selection of Provider Panels. THP shall assign those THP
Providers selected by THP and approved by Payor to each Provider Panel that
provides Covered Services to Enrollees under a Payor Plan. The
determination of those THP Providers to serve on a Provider Panel shall be
made by THP and/or Payor based solely upon criteria determined to be
relevant or appropriate by THP or Payor, including ,without limitation, the
Provider Panel's need for Designated Covered Services, the applicable
Service Area and all Payor Plan requirements. THP may assign one or more
Providers to a Provider Panel without assigning all Providers to such
Provider Panel.
5.1.4 Removal from a Provider Panel. In the event a Provider is
assigned to a Provider Panel, THP shall have the right to remove Provider
from such Provider Panel (with or without cause) at any time after such
assignment and such removal shall not be deemed to be a violation of this
Agreement, nor shall such removal require any amendment to this Agreement;
provided, however, any removal without cause shall require at least sixty
(60) days advance notice to Agent and the Provider. Such removal shall be
accomplished by THP sending Agent and Provider a written notice of
Provider's removal from the Provider Panel with a brief explanation for the
reasons for such removal. If a Provider has been assigned to a Provider
Panel by reason of an Addendum to this Agreement, the removal of such
Provider from the Provider Panel shall terminate such Addendum, and its
provisions shall no longer be applicable to Provider from and after the
date of such removal. THP may remove a Provider from a Payor Panel for
cause (i) if directed to do so by Payor based on Payor's reasonable
determination that such action may be necessary to protect the health or
safety of Enrollee or (ii) for any other reason constituting cause for
termination of a Provider under Section 7.2. THP may elect to remove a
------------
Provider from one or more Provider Panels without affecting Provider's
status as a member of one or more other Provider Panels.
5.1.5 Provider Documents. THP shall furnish each Panel Provider with
a provider manual that contains those Applicable Policies and Procedures
that must be readily accessible to Provider in order to carry out
Provider's responsibilities under the Agreement, together with a summary of
the terms and conditions of each Master Agreement and Payor Plan that will
include compensation rates and terms, identification of the Designated
Paying Agent, payment terms, utilization review requirements, quality
requirements, claims filing procedures and appeal and grievance procedures.
5.1.6 Enrollee Identification. THP or Payor will furnish Enrollees
with appropriate identification cards indicating their participation in the
appropriate Payor Plan and will provide an appropriate list of Enrollees in
the Payor Plan to Panel Provides who are primary care case managers or when
Payee is compensated on a monthly fixed fee basis or other method that does
not require the submission of a claim as a condition to payment. THP or
Payor will assist Agent and Provider in identifying Enrollees who are to
receive Designated Covered Services under a Payor Plan.
5.1.7 Enrollee Eligibility Information. Agent and Provider
acknowledge that Payor information furnished to THP, Agent or Provider
regarding Enrollee eligibility may be inaccurate at the time Designated
Covered Services are provided. In the event Enrollee eligibility
information furnished by THP or Payor to Provider is inaccurate and a
person THP or Payor identifies to be an Enrollee was not in fact an
Enrollee at the time of such identification, THP or Payor shall notify
either Agent of the Provider of such fact and the Designated Paying Agent
shall not be responsible for payment for Designated Covered Services
provided to such person. Neither THP nor Payor shall be responsible for
payment of any services provided to an Enrollee from after the date such
Enrollee is disenrolled from
17
the Payor Plan. Agent or Provider may xxxx disenrolled persons for services
received after their
disenrollement date. THP or Payor shall have the right to retroactively
disenroll an individual who may have been identified as an eligible
Enrollee prior to the time of the rendering of a Designated Covered
Service.
5.1.8 Determination of Designated Covered Services. The determination
of whether a health care service is included in the definition of a
Designed Covered Service shall be made by THP or Payor, subject to
appropriate grievance and appeal rights. If Payee is compensated on a
monthly fixed fee basis or any other method that does not require the
filing of a claim as a condition to payment, the cost of all Designated
Covered Services to be reimbursed on such basis shall be covered by such
amount. Following the provision of the service, if Agent or Provider
wishes to dispute the inclusion of the cost of the service and the medical
costs to be paid out of such amount (whether on the basis that the service
is not a Designated Covered Service or should be reimbursed on a fee for
service basis), Agent shall so notify THP or Payor, as appropriate, in
writing within thirty (30) days of the provision of the service. The
parties shall make a good faith effort to negotiate mutually agreeable
settlement. If the parties are unable to resolve the dispute by agreement
within thirty (30) days thereafter, Agent may pursue grievance and appeal
rights on behalf of Provider under Applicable Policies and Procedures. The
provider manual shall contain a summary description of grievance and appeal
rights including the manner in which such rights may be exercised and
pursued by Agent.
5.2 Limitations on Master Agreements. No Master Agreement entered into by
THP and a Payor shall contain any obligation of Agent or Provider other than
those set forth in this Agreement, unless separately agreed to by Agent pursuant
to an Addendum to this Agreement.
5.3 Utilization Management and Quality Improvement. THP shall provide
Agent with written information concerning the utilization management and quality
improvement programs administered by THP or Payor with respect to each Payor
Plan for which a Provider is a Panel Provider and any modifications thereto.
Agent shall be responsible for furnishing such information to Providers. THP
will develop and market to Payors a utilization management and quality
improvement plan for adoption as part of Payor Plans, based on the utilization
management and quality improvements developed by THP, but THP shall have no
obligation to require that such programs be included in a Payor Plan, such
determination to be made by Payor.
5.4 Marketing. THP shall be responsible for marketing and promoting the
provider network developed by THP to Payors and shall list and arrange for
Payors to list the Provider as a Panel Provider in marketing and information
developed and distributed by THP and Payor with respect to those Payor Plans for
which the Provider is a Panel Provider. It a Provider is removed from a
Provider Panel for any reason, THP shall be responsible for notifying the Payor,
Enrollees and other Panel Providers of such removal.
5.5 Contractual Authority. THP shall have the authority to enter into
Master Agreements with Payors to serve or establish Payor Plans. Agent and
Providers agree that THP has the right to bind Agent and Provider to Payor Plans
whose compensation schedule is equal to or greater than the Fee Schedule agreed
upon by Agent and THP pursuant to Section 14.3 in effect at such time. THP will
------------
notify Agent not less than twenty (20) days in advance of the effective date of
the execution of each Master Agreement if any Provider is to be assigned to the
Provider Panel for the Payor Plan covered by such Master Agreement and will
provide Agent with the summary of the terms and conditions of the Payor Plan
described in Section 5.1.5.
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5.6 Software. From time to time during the term of this Agreement, THP,
at its option, may make available to Agent or Provider software and other
information reporting systems owned or licensed by THP that are used by THP in
the administration, reporting and processing of information, services and claims
under this Agreement and under each Master Agreement. During the term of this
Agreement, Agent or Provider shall have
18
the right to utilize such software and other proprietary information owned or
licensed by THP without charge; provided, however, that Agent's and Provider's
rights to use such software or other proprietary information shall terminate as
of the time of termination of this Agreement. All software and proprietary
information made available to Agent or Provider by THP under the terms of this
Section 5.6 shall remain the sole and exclusive property of THP and nothing in
-----------
this Agreement shall be construed as granting to Agent or Provider any rights of
ownership or use to such software and proprietary information except as
expressly provided in this Section 5.6. To the extent any hardware is necessary
------------
for the operation of any software of THP and such hardware is not owned by Agent
or Provider, THP, at its sole option, may elect to make such hardware available
to Agent or Provider during the term of this Agreement without charge. Upon
termination of such Agreement, such hardware shall be returned by Provider to
THP. THP shall have access to Agent's and Provider's premises during normal
business hours in order to install, maintain and remove any such hardware or
software.
5.7 Confidentiality of Medical Records. THP shall maintain the
confidentiality of the medical records and information that either (i) are
generated and developed by THP and are required to be kept confidential pursuant
to the laws of the State, including TENN.CODE XXX (S) 63-6-219 or (ii) that are
furnished to THP by Provider subject to confidentiality restrictions imposed by
the laws of the State. THP shall not disclose such confidential information to
third parties without advance written consent from the appropriate party or as
required by law. This restriction on disclosure of medical information shall
not apply to any proprietary or other information developed, maintained or owned
by THP that THP is not required to keep confidential under the applicable laws
of the State.
ARTICLE VI
Term
This Agreement will have an initial term of one (1) year and will renew
automatically for successive one-year terms, unless earlier terminated as
provided in Article VII.
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ARTICLE VII
Termination Provisions
7.1 Termination by Either Party Without Cause. This Agreement may be
terminated without cause by either party at any time upon ninety (90) calendar
days' prior written notice to the other party.
7.2 Immediate Termination. This Agreement shall terminate upon THP's
notice to Agent in the event of the occurrence of any of the following:
7.2.1 violation by Agent, any Provider or any Provider Affiliate of
any law, rule or regulation pertinent to this Agreement;
7.2.2 any act or conduct for which any of a Provider's license or
certifications to provide Designated Covered Services may be revoked or
suspended or for which Provider's or any Provider Affiliate's ability to
provide Designated Covered Services in accordance with this Agreement is
otherwise materially impaired;
19
7.2.3 failure by a Provider or any Provider Affiliate to comply with
THP's quality management policies, utilization management policies,
Credentialing criteria or Applicable Policies and Procedures:
7.2.4 any misrepresentation or fraud by Agent, any Provider, or any
Provider Affiliate;
7.25 any action by a provider or, any Provider Affiliate which, in
the reasonable judgment of THP, constitutes professional misconduct;
7.2.6 failure by Agent or Provider to maintain (or require a Provider
Affiliate to maintain) professional liability insurance in accordance with
this Agreement; or
7.2.7 THP shall determine, in its reasonable judgment, that a
Provider's continue participation as a THP Provider may jeopardize the
health or safety of Enrollees.
Notwithstanding the preceding, THP may request that Agent remove the Provider
responsible for any occurrence giving rise to a right of termination of this
Agreement from Agent's THP Network, instead of electing to terminate this
Agreement in its entirety. Such request shall be made in writing to Agent, such
notice to set forth in summary form THP's basis for such request. Upon receipt
of such notice, Agent shall remove such Provider from Agent's THP Network. If a
Provider Affiliate is responsible for an occurrence giving rise to a right of
termination of this Agreement, THP may elect to terminate the right of such
Provider Affiliate to provide Designated Covered Services under this Agreement
instead of terminating this Agreement in its entirety. If THP terminates the
rights of a Provider Affiliate, Agent will cause the appropriate Provider to
notify such Provider Affiliate that he/she may no longer serve as a Provider
Affiliate under this Agreement. Removal of a Provider from Agent's THP Network
or termination of a Provider Affiliate shall occur within thirty (30) days after
the date of the request for or the taking of such action by THP, as appropriate.
Agent shall be solely responsible for removal of a Provider and Provider shall
be solely responsible for the termination of a Provider Affiliate and each shall
indemnify and hold THP harmless from and against any claim by the Provider or
Provider Affiliate, as appropriate, arising from or based upon such action.
7.3 Termination Due to Lack of Accommodation. If THP and Agent are unable
to reach an acceptable accommodation to Provider's duties under this Agreement
pursuant to Subsection 2.7.3, then THP may request that Agent remove the
-----------------
Provider from Agent's THP Network and Agent will remove the Provider from
Agent's THP Network in the same manner as provided under Section 7.2.
------------
7.4 Termination by Either Party Due to Material Breach of Agreement. This
Agreement may be terminated by either party upon thirty (30) days' prior written
notice to the other party if the party to whom notice is given is in material
breach of any provisions of this Agreement. The party claiming the right to
terminate will set forth in the notice of intended termination the facts
underlying the claim that the other is in breach of this Agreement. Remedy of
the breach to the satisfaction of the party giving notice, within 30 days of
receipt of notice, will nullify the intended termination notice.
7.5 Termination by Change in Law or Regulation. This Agreement may be
terminated by a change in law or regulation or a judicial interpretation
thereof, which renders any material term or provisions of this Agreement
illegal, invalid or unenforceable. Termination under this section shall be
effective on the effective date of the change in law or regulation, or judicial
interpretation thereof.
7.6 Termination by THP on Rejection of Amendment. If Agent rejects an
amendment submitted to Agent by THP pursuant to Article XIV of this Agreement,
-----------
THP may elect, in its discretion, to terminate this Agreement upon written
notice to Agent setting forth the date of termination.
20
7.7 No Further Force or Effect after Termination. Except as otherwise
specified within this Agreement, following the effective date of termination,
this Agreement will be of no further force or effect.
7.8 Continuation of Certain Services. If any Enrollees are receiving
Designated Covered Services from a Provider as part of a course of treatment as
of the date of termination of this Agreement or the date a Provider for any
reason ceases to be a member of Agent's THP Network authorized to provide
Designated Covered Services under this Agreement, Provider will continue to
provide such Designated Covered Serves to those Enrollees in accordance with the
terms of this Agreement until THP or Payor arranges for alternative care or
treatment, which will be arranged as soon as practicable, but in no event,
beyond the termination date of the Enrollee's coverage under the applicable
Payor Plan. The Designated Paying Agent shall continue to compensate Payee for
such services in accordance with the terms of this Agreement until the Enrollee
is transferred to another Panel Provider or other health care provider.
7.9 Transfer of Enrollees. Upon termination of this Agreement or upon
Provider(s) for any reason ceasing to be authorized to provide Designated
Covered Services under this Agreement, Agent and Provider(s) shall cooperate in
an orderly transfer of Enrollees to other Panel Provider(s) or other THP
Providers to protect and meet the health care needs of Enrollees in the
transfer.
7.10 Survivability. Notwithstanding any other provisions of this
Agreement to the contrary, upon termination of this Agreement for any reason,
each party will remain liable for any obligation or liabilities arising from
activities occurring prior to the effective date of termination. The covenants
and obligations of the parties set forth in Articles IX, XI and XXI, Sections
----------- -- --- --------
2.11, 2.12, 2.18, 2.20, 2.22, 2.27, 7.8, 7.9 and Subsection 2.13.1, and all
---- ---- ---- ---- ---- ---- --- --- -----------------
other covenants or obligations which may by their terms or by implication are
intended by the parties to continue in effect after termination of this
Agreement, shall survive termination and shall remain in effect and enforceable
by the parties.
ARTICLE VIII
Audit Rights
8.1 Audit and Inspection. THP, any Payor and State and federal regulatory
agencies with regulatory jurisdiction have the right to conduct, or have
conducted by a third party, medical , financial and other audits, inspections
and evaluations of Agent's and Provider's records and facilities with respect to
Designated Covered Services provided to Enrollees under this Agreement including
quality appropriateness and timeliness of services. Audits and inspections by
the State or federal agencies may be announced or unannounced, but other audits
or inspections shall be at reasonable times, upon reasonable advance notice.
Any such party or entity shall be allowed access to Agent's and Provider's place
of business and to all appropriate records during normal business hours, except
under special circumstances (as determined by State and federal regulatory
agencies) when after hour admission shall be allowed. Such audit rights shall
not apply to confidential corporate information of Agent and Provider that is
unrelated to this Agreement or the provision of Designated Covered Services. In
conducting any medical audit, neither THP nor the Payor shall be entitled to
examine medical or health records of patients who are not Enrollees. Agent and
Provider shall cooperate fully with the auditing or inspecting party and furnish
copies of medical and health records, when requested by THP, the Payor or any
State or federal regulatory agency for the purpose of an audit, inspection or
evaluation at no charge. THP or the Payor, as appropriate, shall be responsible
for providing Agent with copies of all releases or consents from Enrollees
necessary for THP or Payor to have access to such records.
21
8.2 Monitoring. THP, any Payor and State and federal regulatory agencies
with regulatory jurisdiction shall have the right to monitor, whether on an
announced or unannounced basis, all services rendered to Enrollees by Provider.
ARTICLE IX
Dispute Resolution and Arbitration
9.1 Disputes. Except as provided in Section 9.3, if any dispute arises
-----------
between Agent and THP involving a contention by one party that the other or a
Provider or Provider Affiliate has failed to perform its/his/her obligations and
responsibilities under this Agreement, then the party making such contention
shall promptly give written notice to the other party pursuant to Article XVII.
------------
Such notice shall set forth in detail the basis for the party's contention. The
other party shall, within thirty (30) calendar days after receipt of this
notice, provide a written response seeking to satisfy the party that gave notice
regarding the matter as to which notice was given. Following such response, or
the failure of the second party to respond to the complaint of the first party
within thirty (30) calendar days, if the party that gave notice of
dissatisfaction remains dissatisfied, then that party shall so notify the other
party and the matter shall be promptly submitted to binding arbitration. The
Agent shall represent the rights and interests of Providers and Provider
Affiliates in all arbitration proceedings.
9.2 Arbitration. Except as provided in Section 9.3, all claims, disputes,
-----------
and other matters in question arising out of or relating to this Agreement or
any breach of this Agreement shall be decided by arbitration in accordance with
the rules of the American Arbitration Association, then obtaining, unless the
parties mutually agree otherwise in writing. This agreement to arbitrate shall
be specifically enforceable pursuant to the Tennessee Uniform Arbitration Act as
codified in TENN. CODE XXX. (S)(S) 29-5-301, et seq. The award rendered by the
arbitrator shall be final and a judgment may be entered upon it in accordance
with the applicable State law. The responsibility for any legal fees and/or
costs incurred by such action shall be borne by the party designated by the
arbitrator.
9.3 Applicable Policies and Procedures. The provisions of Section 8.1 and
-----------
8.2 shall not apply to (i) any determination made by THP or Payor pursuant to
---
Applicable Policies and Procedures that are subject to appeal by Agent or
Provider under appeal or grievance procedures contained in Applicable Policies
and Procedures or (ii) any decision made by Payor or THP that may be made at the
discretion of such party by the terms of this Agreement. Such appeal or
grievance procedures shall be the sole remedy of Agent and Provider in such
instance, and the determination resulting from such appeal or grievance
procedures shall be binding on Agent and Provider and shall not be subject to
further appeal.
ARTICLE X
Relationships of Parties
THP on the one hand and Agent and Provider on the other hand are
independent contractors in relation to one another and no joint venture,
partnership, employment, agency or other relationship is intended or created by
this Agreement. No such independent contractor is authorized to represent or
bind the other for any purposes and none of their respective officers, agents or
employees, shall be construed to be the officer, agent or employee of any other
party.
22
ARTICLE XI
Coordination of Benefits
Coordination of Benefits shall be administered in accordance with the
requirements of the applicable Payor Plan and/or Master Agreement. Rights of
subrogation and to the proceeds or savings derived from Coordination of Benefits
shall be governed by the terms of the applicable Payor Plan and/or Master
Agreement. If a Payor Plan or Master Agreement fail to address Coordination of
Benefits or any issue related thereto, the Designated Paying Agent shall
administer Coordination of Benefits in compliance with applicable laws and/or
industry standards. If the Designated Paying Agent has paid Payee for
Designated Covered Services that are subject to Coordination of Benefits, all
proceeds and savings derived from Coordination of Benefits shall be the
exclusive property of the Designated Paying Agent and Agent and Provider hereby
assign to the Designated Paying Agent all of Agent's and Provider's rights to
any other benefits payable in respect to Enrollee. Agent and Provider will use
their best efforts to assist the Designated Paying Agent in determining the
availability of other benefits and obtaining any documentation required to
facilitate the Designated Paying Agent's collection of such other benefits. If
the Designated Paying Agent has not paid Payee for such services, as to all
proceeds and savings derived from Coordination of Benefits, Agent and Provider
shall be entitled to receive from such amount the lesser of (i) the entire
amount or (ii) the amount Agent and Provider would have received under the Payor
Plan for providing such services. If Agent or Provider should receive any
payment from a Payor that should have been paid to THP or any other Payor under
the Coordination of Benefits requirements of Payor Plan, Master Agreement or
this Article XI, such recipient shall, without demand, promptly pay over such
----------
amount to THP or such Payor, as appropriate.
ARTICLE XII
No Third Party Beneficiary
Except as provided below, nothing in this Agreement is intended to be
construed or deemed to create any rights or remedies in any third party
beneficiary, including an Enrollee or Payor. Notwithstanding the preceding, a
Master Agreement may, by its express terms, grant a Payor rights to enforce the
terms of this Agreement and other third party beneficiary rights with respect to
those Payor Plans adopted, sponsored, maintained or administered by such Payor.
ARTICLE XIII
Governing Law and Venue
This Agreement shall be governed by the laws of the State of Tennessee,
without regard to conflict of laws principles, except where otherwise required
by federal law or by the laws of any State in which Provider provides Designated
Covered Services to Enrollees. Any arbitration proceeding instituted under this
Agreement shall be in Xxxx County, Tennessee, and each party hereby waives any
other right of venue such party may have.
23
ARTICLE XIV
Amendments
14.1 Right of Approval and Effective Date.
14.1.1. Amendments Proposed by Agent. All amendments to this
Agreement proposed by Agent must be agreed to in writing by THP before they
shall become effective. THP reserves the right to reject any proposed
amendment in its absolute discretion.
14.1.2 Amendments Requiring Agent Consent. Except as provided in
Subsection 14.1.3. any amendment to this Agreement proposed by THP must be
-----------------
proposed in the form of an Addendum forwarded to Agent in the manner
specified in Section 14.2 and will be deemed effective upon the expiration
------------
of thirty (30) calendar days after receipt of such Addendum by Agent
(determined under Article XVII) unless, within such 30-day period, Agent
------------
notifies THP in writing of Provider's rejection of the requested amendment.
14.1.3 Amendments Not Requiring Provider Consent. Notwithstanding
Subsection 14.1.2, THP may unilaterally amend this Agreement by sending an
-----------------
Addendum to Agent, without the consent of Agent or any Provider, if such
amendment (i) merely serves to add a Payor Plan to the List of Addenda and
Payee is to be compensated under such Payor Plan at rates equal to or
better than the then current Fee Schedule and Provider is to provide
Designated Covered Services to Enrollees of such Payor Plan under terms
that are substantially similar in all material respects to the terms of
this Agreement or (ii) is required because of legislative, regulatory or
legal requirements. Such amendment shall become effective on the date of
the Addendum is received by Agent (determined under Article XVII).
------------
14.2 Addenda. In the event THP desires to amend this Agreement for any
reason, including, without limitation, adding an additional Payor Plan and
Master Agreement not listed on the List of Addenda, such amendment shall be
submitted by THP to Agent in the form of a written Addendum which shall be sent
to Agent in accordance with the provisions of Article XVII, and such amendment
------------
shall become effective as provided in Section 14.1. Addenda that do not require
------------
the consent of the Agent pursuant to Subsection 14.1.3 need not be executed by
-----------------
the parties. In the event Agent rejects a proposed amendment described in
Subsection 14.1.2 within the thirty (30) day period described by Subsection
----------------- ----------
14.1.2, THP shall have the right, exercisable in its option, to terminate this
------
Agreement as provided in Section 7.6 or to continue this Agreement in effect
-----------
without such Addendum. If such Addendum does not become effective and this
Agreement is continued, the Agent shall not be required to comply with the
Addendum and no Provider shall be required to serve on the Provider Panel
described in the Addendum.
14.3 Fee Schedule. Subsequent to the execution of this Agreement by the
parties, THP may elect to submit a proposed Fee Schedule to Payee in the form of
a proposed Addendum this Agreement. If Payee accepts such proposed Fee
Schedule, the parties will execute the Addendum, and it shall become a part of
this Agreement. Thereafter, THP shall have the right to amend this Agreement to
include additional Payor Plans without the consent of Agent or any Provider in
accordance with Subsection 14.1.3(i). THP may not exercise rights under
--------------------
Subsection 14.1.3(i) until a Fee Schedule has been agreed upon by THP and Payee
--------------------
and has been added to this Agreement in the form of a fully executed Addendum.
24
ARTICLE XV
Entire Agreement
This Agreement supersedes any and all other agreements, either oral or
written, between the parties with respect to the subject matter hereof, and no
other agreement, statement or promise relating to the subject matter of this
Agreement will be valid or binding.
ARTICLE XVI
Assignment
The services provided under this Agreement by Agent and Provider are
unique, and neither Agent nor any Provider may assign this Agreement or any of
its rights hereunder, or delegate or subcontract any duties, responsibilities or
obligations under this Agreement, to any other person or entity without the
prior written consent of THP. The consent of THP to one assignment shall not
constitute a waiver of the requirement for consent of any subsequent assignment.
The assigned party shall not be released or relieved from any of its obligations
under this Agreement by reason of such assignment. THP shall have the
unrestricted right to assign its rights and delegate its duties and
responsibilities under this Agreement.
ARTICLE XVII
Notices
Any notice or other communication required under this Agreement will be
given in writing and sent by certified mail, return receipt requested, by
overnight courier or by facsimile transmission, and will be deemed received
either three (3) business days after being deposited in the United State mail,
or one (1) day after delivery to any overnight courier addressed to the
applicable address appearing on the signature page of this Agreement or on the
date of facsimile transmission to the facsimile number set forth on such
signature page. Any changes to these addresses shall be designated by notice
given in accordance with this Article XVII.
------------
ARTICLE XVIII
Severability
The provisions of this Agreement are severable. If any provision of this
Agreement is held to be invalid, illegal or otherwise unenforceable in any
jurisdiction, the holding shall not affect the remaining provisions of this
Agreement and shall not affect such provision in any other jurisdiction, unless
the effect of the severance would be to alter the obligations of a party in any
material respect, in which case, this Agreement may be immediately terminated by
the affected party pursuant to Section 7.5.
-----------
25
ARTICLE XIX
Waiver of Breach
Any waiver of any provision or right by a party must be in writing. The
waiver of any breach of this Agreement by either party hereto will not
constitute a continuing waiver or a waiver of any subsequent breach of either
the same or any other provision of this Agreement.
ARTICLE XX
Non-Inducement Warranty
20.1 Agent and Provider Warranty. Agent and each Provider warrants and
covenants he/she/it has not paid and shall not pay, either directly or
indirectly, any compensation to any officer or employee of the State, or any
employee or member of a federal agency, as wages, compensation, or gifts in
exchange for action as an officer, agent, employee, subcontractor or consultant
to Agent or Provider in connection with any work contemplated or performed in
connection with this Agreement.
20.2 THP Warranty. THP warrants and covenants it has not paid and shall
not pay, either directly or indirectly, any compensation to any officer or
employee of the State, or any employee or member of a federal agency, as wages,
compensation, or gifts in exchange for action as officer, agent, employee,
subcontractor or consultant to THP in connection with any work contemplated or
performed in connection with this Agreement.
ARTICLE XXI
Legal Responsibilities
21.1 Legal Defense. The defense of any legal action instituted on a claim
of malpractice against Agent, Provider or any Provider Affiliate relating to
services provided pursuant to this Agreement shall not be an obligation of THP.
THP shall not be responsible for any legal expenses including, without
limitation, reasonable attorney's fees, costs and necessary disbursements, in
connection with any such legal action against Agent or Provider. THP shall,
however, fully cooperate with Agent and Provider by furnishing such material or
information as it has available in connection with the defense of any such
action.
21.2 Indemnification. If any party is without fault and is held liable
for the acts or omissions of another party, its employees or agents, the party
not at fault shall have such rights of indemnity or contribution against the
party at fault as are provided by the applicable laws of the State.
26
ARTICLE XXII
Non-Exclusive Agreement
22.1 Agent and Provider Rights. Nothing contained in this Agreement shall
preclude Agent or Provider from participating in or contracting with any other
Payor or other person, group or entity, whether before, during or subsequent to
the term of this Agreement, with regard to the provision of any health care
services.
22.2 Rights of THP. Nothing contained in this Agreement shall preclude
THP from contracting with one or more other health care providers for services
under any other contracts, agreements or arrangements, or any other business
operations of THP. Nothing in this Agreement shall be construed as imposing any
duty on or otherwise requiring THP to assign Provider to any Provider Panel, the
determination of such assignments to be made solely in the discretion of THP
and/or the applicable Payor.
27
ARTICLE XXIII
Effective Date
This Agreement shall become effective on the date of execution of this
Agreement by the last party to execute this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement in multiple
counterparts (including the use of counterpart signature pages if necessary) as
of the dates set forth below each party's signature.
ADDRESS: THP:
000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000 XXXXXXXXX HEALTH PARTNERSHIP
Xxxxxxxxx, Xxxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000 By: /s/ Xxxxx Xxxxx
---------------
Its: CEO
--------------
Date: 2/26/96
--------------
ADDRESS: AGENT:
0000 00/xx/ Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000 RxCARE
-------------------
Name of Agent
Phone: (000) 000-0000
Fax: (000) 000-0000
By: /s/ Xxxx X. Xxxxxx
------------------
Its: CEO
--------------
Date: 2/23/96
--------------
28
EXHIBIT 1
---------
DESIGNATED COVERED SERVICES
---------------------------
The following health care services are Designated Covered Services under
the Provider Agreement between Tennessee Health Partnership ("THP") and RxCare
("Agent") dated January , 1996. This Exhibit 1 is effective from and after
----
January 31, 1996.
During the term of the Agreement, unless otherwise provided in an Addendum,
each Provider will provide Enrollees with all services that are Designated
Covered Services that Provider offers to other Provider patients and will make
available to its other patients. Provider may not elect to limit or discontinue
any Designated Covered Service after the date of execution of this Agreement by
Provider without the prior written consent of THP which shall not be
unreasonably withheld. In any event, Agent and Provider shall give THP at least
ninety (90) days prior written notice of a Provider's intent to limit or
discontinue a Designated Covered Service. The determination of whether any
service is a Designated Covered Service shall be made by THP or Payor pursuant
to Subsection 5.1.8, subject to Agent's grievance and appeal rights described in
----------------
such Subsection.
RxCare/Pro-Xxxx Group Name: Tennessee Health Partnership
Prescription Drug Benefits Group Number:
Closed Formulary/Mandated Generics
RxCare/TennCare LTC
Covered NonCovered Classification Definition
x Federal Legend "Caution:Federal law prohibits dispensing without a prescription"
x OTC drugs Drugs which do not require a prescription by law
x DESI Drugs labeled as DESI or LTE by the FDA (Class 5 and 6)
x Investigational Drugs used for investigational purposes without FDA approval
x Compound Drugs One ingredient of the compound must be a Formulary Drug
x Insulin Insulin
bb Needles/Syringes Insulin needle/syringe only
bb Diabetics Products Glucose Monitoring Supplies, e.g. urine/blood glucose
test strips, lances, swabs, meters
x Oral Contraceptives
x Diaphragms
x Anorexics Anorexics classified as Federal Legend drugs
x Dependency Drugs Disulfiram ONLY
x Multivitamins Multivitamins classified as Federal Legend Drugs excluding Prenatals
x Prenatal Vitamins Prenatal vitamins classified as Federal Legend Drugs
x Fertility Agents Oral agents classified as Federal Legend Drugs
x,bb Injectable Products For in-home use if self-administered, injectable antipsychotics,
and Depo-Provera (see attached listing)
x Growth Hormones For in-house use if self-administered
x Immunization Neither vaccinations nor immunizations are covered
x Biologicals
bb Blood Products
x Smoking Deterrents Smoking cessation products
x Medical Supplies Supplies/devices regardless of Federal Legend Status
x DME Durable Medical Equipment, e.g. canes, walkers, commodes
x Diagnostic Aids Orally administered bowel evacuants ONLY(i.e. Colyte(R) and Telepague(R)
x Dietary Supplements Liquid nutritional supplements, e.g. Ensure (R) and Telepagne (R)
x Cosmetic Drugs i.e. Rogaine (R)
x Acne Products Topical & oral products, RetinA(R) up to 21st birthday
x Cough/Cold Only those products labeled as Federal Legend Drugs
x Non-ambulatory services Medication administered while a patient in a nursing home, rest home,
home care program, hospital or similar program
x Worker's Comp. Any claims for Worker's Compensation cases
Notes:
"X" in NonCovered column indicates an absolute exclusion - NO products in
this classification are covered. The NonCovered column takes priority over
the Covered column- For example, while Legend Vitamins are on the Formulary,
OTC Vitamins are not.
"X" in Covered column indicates items from within this classification are
available on the formulary and covered proposed capitation rates.
Please refer to the formulary document for coverage of specific
"bb" indicates a xxxx back to benefit sponsor at proposed Fee-for-Service
Benefit Parameter: Mandatory Generic Substitutes (Brand Override)
Closed Formulary
EXHIBIT 1
---------
RxCare/Pro-Xxxx Group Name: Tennessee Health Partnership
Prescription Drug Group Number:
Closed Formulary / Mandatory Generics
RxCare / TennCare Ambulatory Formulary
Injectables included in Capitation Rates
----------------------------------------
Antipsychotics (injectable)
Beta-Interferon (Betaseron) Non-Formulary-Medical Necessity Claims ONLY
Calcitonin (P)
Depo-Provera(R)
Epinephrine (Epi-Pen(R))
Epoetin Alfa (Procrit(R)) (P)
Filgrastim (Neupogen(R)) (P)
Glucagon
Growth Hormone (Humatrope(R)) (P)
Heparin, sub-cutaneous Non-Formulary-Medical Necessity Claims ONLY
Insulin
Octreotide (Sandostatin(R)) (P)
Sumatriptan (Imitrex(R)) (P)
Vitamin B-12 (cyancobalamin) (P)
NOTES: Other self-administered injectable products may be administered by
Pro-Xxxx and billed back to the client at an appropriate Fee-for-
Service rate. This xxxx back arrangement applies for all other
self-administered injectable medications.
EXHIBIT 2
---------
LIST OF ADDENDA
---------------
The following Addenda describe and refer to Payor Plans and Master
Agreements that are covered under the Agreement and the effective date of such
Addenda:
Addendum No. 1:
--------------
Payor Plan: Contractor Risk Agreement of October 1, 1995, between
Volunteer State Health Plan and the State of Tennessee, as amended from time to
time.
Master Agreement: Tennessee Health Partnership Definitive
Agreement between Boue Cross and Blue Shield of Tennessee and THP.
Effective Date: See Addendum No. 1.
--------------
EXHIBIT 3
---------
AGREEMENT, RELEASE AND IMMUNITY
-------------------------------
The undersigned hereby agrees to comply with, observe and be bound by all
the terms and conditions imposed upon Providers under that certain Provider
Network Agreement ("Agreement") between Tennessee Health Partnership and RxCare
("Agent") to the same extent as if the undersigned had executed the Agreement as
a Provider. If the undersigned is a Provider listed on Exhibit 4 of this
Agreement, the undersigned hereby certifies to Tennessee Health Partnership that
it/he/she has appointed Agent as his/her/its agent and attorney-in-fact for the
purpose of executing and delivering the Agreement on behalf of Provider and for
the purpose of granting Agent the absolute and unrestricted right to exercise,
waive and represent the rights and interests of the undersigned under the
Agreement, including, without limitation, exercising the following rights on
behalf of the undersigned:
(i) if Agent is designated as Payee below, to collect and disburse all
payments for Designated Covered Services and agree to the Fee Schedule as
provided in Section 14.3 of the Agreement;
------------
(ii) to pursue grievance procedures on behalf of the Undersigned;
(iii) to accept and execute Addenda adding Payor Plans or amending
the Agreement;
(iv) to pursue arbitration remedies; and
(v) to exercise all rights of extension or termination of the
Agreement.
The undersigned hereby authorizes Tennessee Health Partnership to rely on
all statements, representations and warranties made by Agent to THP in, under or
pursuant to the Agreement and to rely on all statements, acts and omissions of
Agent in dealing with THP pursuant to the terms of the Agreement.
The undersigned hereby authorizes Tennessee Health Partnership and its
authorized representatives to consult with any third party who may have
information, including otherwise privileged or confidential information, bearing
on my professional qualifications, Credentials, clinical competence, character,
ethics, behavior or any other matter that may be relevant that relates to my
professional qualifications. This authorization includes the right to inspect
or obtain copies of any and all documents, recommendation, reports, statements,
letters or disclosures relating to such questions. The undersigned also
expressly authorizes said third parties to release this information to Tennessee
Health Partnership and its authorized representatives upon request.
The undersigned hereby extends absolute immunity to, and releases from any
and all liability, and agrees not xxx any facility, its authorized
representatives or any third parties for any actions, recommendations, reports,
statements, communications or disclosures involving me (including otherwise
privileged or confidential information) which are performed, made, taken or
received by any facility, its authorized representatives or any third party
relating to my professional qualifications or my activities as a member of the
medical staff or other professional staff of such facility.
Check one: [X] I hereby acknowledge that I have appointed Agent as Payee for all
--- purposes under the Agreement
[_] I have not appointed Agent as Payee, and the undersigned shall
be the Payee.
Date: January 5, 0000 Xxxx X. Xxxxxx
-------------------- -------------------------
Type Name
/s/ Xxxx X. Xxxxxx
-------------------------
Signature
EXHIBIT 4
---------
LIST OF PROVIDERS
-----------------
The attached pharmacy providers are providers in Agent's THP Network
and constitute Providers under the Provider Network Agreement between Tennessee
Health Partnership ("THP") and RxCare ("Agent") dated January 5, 1996, unless
otherwise provided in an Addendum.
EXHIBIT 5
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ADMINISTRATIVE DUTIES OF AGENT
------------------------------
The Agent shall perform and be responsible for the following administrative
and ministerial duties under the Provider Network Agreement between Tennessee
Health Partnership ("THP") and RxCare ("Agent") dated January 5, 1996, including
those duties and responsibilities set forth in the body of the Agreement, unless
otherwise provided in an Addendum.
. Drug Utilization Review
. Formulary Maintenance
. Claims Payment
. Provide Copies of Formulary to THP Providers (including pharmacies, hospitals
and physician providers)
. Reports to THP including but not limited to:
a) Number of prescriptions by physicians per member per month
b) Prescriptions by physician by drug class
c) Standard reports already developed by RxCare
d) Reasonable customized reporting as requested by THP
. Encounter data reporting as required by TennCare
ADDENDUM NO. 1
Tennessee Health Partnership
Provider Agreement
Payor Plan: Contractor Risk Agreement of October 1, 1995, between Volunteer
State Health Plan and the State of Tennessee, as amended from time to time.
Master Agreeement: Tennessee Health Partnership Definitive Agreement between
THP and Blue Cross and Blue Shield of Tennessee.
Effective Date: This Addendum shall become effective as of the later of (i) the
date the Master Agreement between Blue Cross and Blue Shield of Tennessee and
THP referenced above becomes effective or (ii) the date this Addendum No. 1 is
--------------
executed by the parties.
Enrollees Covered: All Enrollees covered under the Payor Plan residing in the
following Tennessee counties:
Anderson, Blount, Campbell, Claiborne, Cocke, Grainger, Hamblen, Jefferson,
Knox, Loudon, Monroe, Morgan, Xxxxx, Xxxxx, Xxxxxx and Union.
Designated Paying Agent: THP.
Designated Covered Services:
All services described in Exhibit 1 to the Agreement.
---------
Prior Authorization Requirements: All Designated Covered Services require Prior
Authorization with the exception of (1) Emergency Care, (2) services delivered
by a Primary Care Provider to his/her assigned Enrollees that are reimbursed on
a fixed monthly fee or other method of reimbursement that does not require the
filing of a claim as a condition to payment and (3) those Designated Covered
Services listed as not requiring Prior Authorization in THP's provider manual.
Emergency Care is not subject to Prior Authorization; however, Provider is
required to give notice to THP within twenty-four (24) hours after the provision
of Emergency Care or any Referral for Emergency Care. Once the Enrollee has
been stabilized, any subsequent care is subject to Prior Authorization
requirements.
Compensation: The Fee Schedule (to be agreed upon pursuant to Section 14.3)
------------
shall not be applicable to Designated Covered Services provided under this
Addendum. THP shall compensate Agent for Provider's providing Designated
Covered Services to Enrollees of the above-referenced plan as follows:
See Attachment I to this Addendum.
------------
Payee: RxCare
Copayment: As described in an permitted by TennCare pursuant to Section 2-3.h
and Attachment V of the Payor Plan. The provider manual will set forth
Copayment policies and procedures.
Special Terms, Conditions or Obligations: The following terms, conditions,
covenants and obligations shall apply to THP, Agent or Provider, as appropriate,
notwithstanding any terms or conditions of the Agreement to the contrary:
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1. Definitions. To the extent the Payor Plan or Master Agreeement contains
-----------
definitions of terms identical, similar or comparable to the terms defined in
Article I of the Agreement, the definitions in the Master Agreement shall
---------
control the meaning of such terms. The following definitions are included in
the above-referenced Payor Plan:
(a) "Emergency Care" means a sudden onset of a medical condition
manifesting itself by acute symptoms of sufficient severity that the absence of
immediate medical attention could reasonably result in: a) permanently placing
an Enrollee's health in jeopardy; b) causing other serious medical consequences;
c) causing impairments to body functions; or d) causing serious or permanent
dysfunction of any body organ or part.
(b) "Medically Necessary" or "Medical Necessity" means services or supplies
provided by an institution, physician or other provider that are required to
identify or treat a TennCare Enrollee's illness or injury and which are: a)
consistent with the symptoms or diagnosis and treatment of the Enrollee's
condition, disease, ailment or injury; b) appropriate with regard to standards
of good medical practice; c) not solely for the convenience of an Enrollee,
physician, institution or other providers; and d) the most appropriate supply or
level of services which can safely be provided to the Enrollee. When applied to
the care of an inpatient, it further means that services for the Enrollee's
medical symptoms or condition require that the services cannot be safely
provided to the Enrollee as an outpatient.
(c) "State" means the State of Tennessee and any entity authorized by
statute or otherwise to act on behalf of the State of Tennessee in administering
and/or enforcing the terms of the Payor Plan described in this Addendum. Such
entities may include, but are not limited to, the TennCare Bureau, the
Department of Finance and Administration and the TennCare Division of the
Tennessee Department of Commerce and Insurance.
2. Third Party Beneficiary. Enrollees are the intended third party
-----------------------
beneficiary of the Master Agreement and this Agreement and, as such, are
entitled to remedies accorded to third party beneficiaries under the laws of the
State.
3. Laboratory Testing. If Provider is to provide laboratory testing as a
------------------
Designated Covered Service, all laboratory testing sites utilized to provide
such services must have either a Clinical Laboratory Improvement Act (CLIA)
Certificate of Waiver or a Certificate of Registration along with a CLIA
identification number. Those laboratories with a Certificate of Waiver may
provide only the types of tests permitted under the terms of the waiver.
4. Coordination of Benefits. THP shall be the Payor of last resort for
------------------------
Designated Covered Services. THP shall be entitled to full subrogation rights
and shall be responsible for determining the legal liability of third parties to
pay for Designated Covered Services and to recover any such amounts from the
third party. If THP has determined that third party liability exists for part
or all of Designated Covered Services provided to an Enrollee, and the third
party will make payment to Agent or Provider in a reasonable time, THP may pay
Payee only the amount, if any, by which the Clean Claim exceeds the amount of
third party liability, or THP may pay the full amount due Payee under this
Agreement and assume full responsibility for collection from such third party.
THP shall not withhold payment to Payee if third party liability or the amount
of liability cannot be determined or payment will not be made to Agent or
Provider within a reasonable time. Agent and Provider shall make such
assignments and pay over such amounts to THP as shall be required by this
paragraph or Applicable Policies and Procedures.
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5. Agent and Provider Warranties. Agent and each Provider warrants that such
-----------------------------
Provider has not been excluded from participation in the Medicare or Medicaid
programs pursuant to Sections 1128 or 1156 of the Social Security Act and is in
good standing with TennCare.
6. Maintenance of Records. Medical health and records of Enrollees and all
----------------------
related administrative records shall be maintained under Section 2.12.2 of the
--------------
Agreement for five (5) years after termination of the Agreement and further if
the records are under review or audit until the review or audit is complete.
Prior approval for the disposition of records must be requested from the State.
7. Claims Submission. The time period for the submission of claims under
-----------------
Section 2.19 of the Agreement shall be 120 calendar days from the date of
------------
rendering services rather than ninety (90) days.
8. Compliance with Laws. THP and Provider agree to recognize and abide by all
--------------------
State and federal laws, regulations and guidelines applicable to TennCare and
the Master Agreement.
9. Incorporation of Legal or Contract Requirement. The parties hereby
----------------------------------------------
incorporate by reference all applicable federal and State laws or regulations
and agree that revisions of such laws or regulations shall automatically be
incorporated into this Addendum as they become effective. In the event the
changes in this Agreement or this Addendum as a result of revision in applicable
federal and State laws materially affect the position of either party, THP and
Provider agree to negotiate such further amendments as may be necessary to
correct any inequities.
10. Special Termination Provisions.
------------------------------
(a) In the event of a termination of the parties' obligations pursuant to
Article VI with respect to this Addendum, Provider shall immediately make
----------
available to the State, or its designated representative, in usable form, any or
all records, whether medical or financial, related to the Provider's activities
undertaken pursuant to this Agreement with respect to this Addendum No. 1.
Provision of such records shall be at no expense to the State.
(b) THP may immediately terminate this Addendum and remove Provider from
the Provider Panel serving Enrollees covered by the Payor Plan, if the Payor
directs THP to take such action and represents to THP that such demand was based
upon the exercise of Payor's reasonable judgment that Provider's continued
participation as a Panel Provider under this Addendum may jeopardize the health
or safety of Enrollees.
11. Other Contracts. Provider is required to accept compensation for
---------------
Designated Covered Services provided under this Agreement as set forth above,
but shall not be required to accept TennCare reimbursement amounts for services
to Enrollees who are covered under any other Master Agreement.
12. Quality Compliance. In addition to all other requirements of this
------------------
Agreement, Agent and each Provider must adhere to the quality of care monitors
required by the terms of the Payor Plan and Master Agreement, including without
limitation Attachment IV to the Payor Plan described in this Addendum, a copy of
which is attached to this Addendum as Attachment II.
-------------
13. Arbitration. The State shall have not involvement in arbitration under
-----------
Section 8.2 of the Agreement except to (i) enforce Section 8.2, (ii) approve the
----------- -----------
arbitration procedure proposed by THP and (iii) to voluntarily intervene if the
State deems intervention to be in the best interest of TennCare; provided,
however, that the State shall not be bound by said arbitration. If at any time
the State decides that a particular dispute should be in a court of competent
jurisdiction, the State shall notify the parties to the dispute of its decision
to
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refer the dispute to a court of competent jurisdiction and said arbitration
process shall cease and the dispute shall be heard in said court. The only
exception to the arbitration process shall be resolution of the cost of
emergency medical services. The cost of establishing any arbitration procedure
shall be borne by THP. If a dispute between the parties involving a claim
submitted by Payee to THP is not resolved prior to entry of a final decision by
the arbitrator(s), then the prevailing party at the arbitration shall be
entitled to award of reasonable attorneys' fees and expenses from the non-
prevailing party. Reasonable attorneys' fees means the number of hours
reasonably expended on the dispute multiplied by a reasonable hourly rate but
shall not exceed ten percent (10%) of the total monetary amount in dispute or
$500.00, whichever amount is greater.
14. Coordination of Health Care Services. To the extent and in the manner
------------------------------------
required by the terms of the Master Agreement, Provider will cooperate with each
behavioral health organization (BHO) and the primary care providers under
contract with or employed by such BHO who provide medical services to Enrollees
in an effort to (i) coordinate and integrate health care services provided to
each Enrollee by such providers and Provider, (ii) help ensure the
appropriateness of all health care services provided to Enrollee and (iii) help
ensure that such health care services are provided in a manner that allows the
most efficient use of resources and the achievement of quality health outcomes.
15. Assignment to State. THP shall have the right to assign to the State its
-------------------
rights and delegate its duties and responsibilities under this Agreement with
respect to the Payor Plan and Master Agreement described in this Addendum No. 1
--------------
to the State to the extent required by the terms of the Master Agreement.
16. Limitation on Assigned Enrollees for Primary Care Providers. Agent's THP
-----------------------------------------------------------
Network includes Primary Care Providers as of the execution of this
Agreement by Agent. Each such Primary Care Provider may be designated a primary
care health manager by THP and such Providers, in the aggregate, will serve as
primary care health managers for no less than a total of Enrollees under the
Payor Plan described in this Addendum No. 1. The assignment of Enrollees to
each primary care health manager shall be made by THP or Payor, subject to the
approval of Agent, which shall not be unreasonably withheld. Providers
designated as primary care health managers shall not be required to serve as
primary care health manager for more than the above total number of Enrollees
unless otherwise agreed to in writing by Agent.
17. Failure to Pay Copayment. Notwithstanding Section 2.24 to the contrary,
------------------------ ------------
Provider may not refuse to provide Designated Covered Services to an Enrollee
for failure to pay any applicable Copayment.
18. Hold Harmless. In no event, including but not limited to nonpayment of
-------------
Payee by the Designated Paying Agent or nonpayment of Provider by Payee, shall
any Enrollee, or any other person, group or entity other than Designated Paying
Agent ("other party") be liable for any amounts owed to Provider for any
Designated Covered Service provided by Provider to Enrollee under this
Agreement, except to the extent Provider shall be permitted to xxxx for and
collect a Copayment from the Enrollee pursuant to the Payor Plan. Provider
shall not maintain any action at law or take any action against any Enrollee or
other party (other than the Designated Paying Agent) to collect sums owed or
allegedly owed to Provider by the Designated Paying Agent with respect to any
Designated Covered Service. Provider shall not charge, collect or seek to
collect from any Enrollee any surcharge or other amount for Designated Covered
Services other than applicable Copayments, nor shall Provider solicit or accept
any surety or guarantee or payment from Enrollee in excess of the amount of such
Copayments. The term Enrollee, as used in this Paragraph 18, includes the
------------
patient and the parent(s), guardian, spouse or any other person legally
responsible for the patient.
19. Indemnification. The State as well as its officers, agents and employees
---------------
shall be entitled to be indemnified by THP, Agent and Provider to the same
extent as any party to this Agreement pursuant to the terms of Section 21.2 of
------------
the Agreement.
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IN WITNESS WHEREOF the parties have executed this Addendum No. 1 in multiple
counterparts (including the use of counterpart signature pages if necessary) as
of the dates set forth below each party's signature.
THP:
TENNESSEE HEALTH PARTNERSHIP
By: /s/ Xxxxx Xxxxx
----------------------
Title: CEO
-----------------------
Date: 2/26/96
-----------------------
AGENT:
_________________________________
Name of Entity
By: /s/ Xxxx X. Xxxxxx
______________________
Title: CEO
______________________
Date: 2/23/96
----------------------
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ATTACHMENT 1
------------
Capitated PBM Fees. The following utilization-based capitated PBM Fees are
------------------
payable to Manager per member per month ("PMPM")
Utilization Capitation
Rxs PMPM* Rate**
----------------------- ----------
Less than.. 0.90*** [*]
At least... 0.90 but less than 0.95 [*]
At least... 0.95 but less than 1.00 [*]
At least... 1.00 but less than 1.05 [*]
At least... 1.05 but less than 1.10 [*]
At least... 1.10 but less than 1.15 [*]
At least... 1.15 but less than 1.20 [*]
At least... 1.20 but less than 1.25 [*]
At least... 1.25 but less than 1.30 [*]
At least... 1.30*** [*]
* Calculated independently for each calendar service month, and equal to the
number of Rx claims with a service date during the month (the month's "Claims")
divided by the average number of enrolled Members during the month.
** The listed capitation rates are the ultimate capitation rates, which vary
--------
with utilization rates as listed above. Since the actual utilization rate for a
month will not be known when the capitation payment for that month is due, the
initial capitation payment for each month will be made using the capitation rate
which corresponds to the parties' mutually-agreed best projection of that
month's ultimate utilization rate. (Until experience under this Agreement
allows the parties to better estimate monthly utilization rates, the parties
will use the [*] PMPM capitation rate for such initial capitation payments).
Each month, (i) Manager will provide MCO with then-available utilization data
regarding each of the eight immediately proceeding service months and (ii) an
adjustment payment will be made by MCO to Manager (or by Manager to MCO) with
regard to each of said preceeding months equal to the amount by which the
capitation rate corresponding to the then-currently-known utilization rate for
said preceeding month exceeds (or is exceeded by) total net capitation payments
previously made to Manager with respect to said preceeding month.
*** For these two utilization brackets only, Manager and MCO will share [*] in
Manager's "Profit or Loss" during each calendar service month, defined as the
difference between total capitated
----------
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PBM Fees ultimately due Manager for said month and the following: total Manager
payments due pharmacies for said month's Claims plus and administrative overhead
----
allowance equal to [*]% of total Manager payments due pharmacies for said
month's claims minus total pharmaceutical manufacturer rebates received by
-----
Manager at any time for brand products dispensed in connection with the month's
Claims. The Profit or Loss payment for a given service month will be made
within 30 days after the last adjustment of the month's capitation payment per
the last sentence of note ** above.
Fee-for-Service PBM Fees. The following fee-for-service PBM Fees are payable to
------------------------
Manager per fill or refill, net of Deductibles and Co-Payments:
Brand drug: [*] Generic Drug: [*]
Other Benefit Design Parameters:
-------------------------------
Dispensing Limits
Emergency Coverage
Mandatory Generic Substitution
Non-Formulary Coverage
OTC Product Restrictions
Override PBM Fees
Prior Authorization
A1-7
