EXHIBIT 10.15
TABLE OF CONTENTS
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AGREEMENT BETWEEN PACIFICARE AND DENTIST
I. DEFINITIONS........................................................
1.1 ADA Procedure Codes...........................................
1.2 Agreement.....................................................
1.3 Covered Benefit and Covered Service...........................
1.4 Employer Group................................................
1.5 PacifiCare....................................................
1.6 PacifiCare, Inc...............................................
1.7 Member........................................................
1.8 Panel.........................................................
1.9 Participating Provider or Dentist.............................
1.10 Plan or Plans.................................................
1.11 State.........................................................
II. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT........
2.1 Service Delivery System Completion............................
2.2 Approval of Market and Allocation of Resources................
2.3 Governmental Approval.........................................
III. COVENANTS OF PACIFICARE............................................
3.1 Identification of PacifiCare Members..........................
3 2 Administration and Marketing Services.........................
3.3 Advertising...................................................
IV. COVERED SERVICES...................................................
4.1 DENTIST'S Obligation to Deliver Covered Services..............
4.2 Specialty Services............................................
4.3 Benefit Changes...............................................
4.4 Panel Closure.................................................
V. PAYMENT FOR SERVICES...............................................
5.1 Basis of Payment..............................................
5.2 Fees Due Directly From Members for Services Not Covered.......
5.3 Member Copayments and Deductibles.............................
5.4 Third Party Coverage..........................................
5.5 Withholds.....................................................
VI. UTILIZATION MANAGEMENT.............................................
6.1 Policies and Procedures.......................................
6.2 Referrals and Subcontracting by DENTIST.......................
VII. QUALITY MANAGEMENT.................................................
7.1 PacifiCare Quality Management Program.........................
7.2 Peer Review...................................................
7.3 Quality Management Compliance.................................
VIII. OBLIGATIONS OF THE DENTIST.........................................
8.1 Availability..................................................
8.2 Address(es)...................................................
8.3 Reports.......................................................
8.4 Dental Records................................................
8.5 In-Service Orientation........................................
8.6 No Billing of Members.........................................
8.7 Service Standards.............................................
8.8 Retention of Records..........................................
8.9 Credentials...................................................
8.10 Prescribing Practices.........................................
8.11 Member Contact................................................
8.12 Non-Solicitation of Members...................................
CO DENCAP 12193:2/95 ED Initials ____
____
8.13 Investigation and Resolution of Complaints......................
8.14 Quality Improvement Process.....................................
IX. INSURANCE...............................................................
9.1 Responsibility For Own Acts.....................................
9.2 Liability Coverage.............................................
9.3 Certificate of Insurance........................................
X. TERM, TERMINATION, RENEWAL, RENEGOTIATION...............................
10.1 Term............................................................
10.2 Automatic Renewal and Notice of Intent to Terminate.............
10.3 Renegotiation of Terms..........................................
10.4 Bankruptcy......................................................
10.5 Early Termination...............................................
10.6 Adverse Governmental Action.....................................
10.7 Material Breach.................................................
10.8 No Contact With Members.........................................
XI. GENERAL PROVISIONS......................................................
11.1 Relationship Between the Parties................................
11.2 Non-Exclusive Agreement.........................................
11.3 Uses of Names and Trademarks....................................
11.4 Use of PacifiCare's Trade Secrets by DENTIST....................
11.5 Governing Law...................................................
11.6 Interpretation..................................................
11.7 Non-Discrimination..............................................
11.8 Assignment......................................................
11.9 Sale of Business/Transfer of Assets.............................
11.10 Enforcement.....................................................
11.11 Severability....................................................
11.12 Arbitration Between Parties.....................................
11.13 Execution by PacifiCare.........................................
11.14 Provider Incentives.............................................
11.15 Appeals Process for Senior Plan Members.........................
11.16 Notices.........................................................
11.17 Waiver..........................................................
11.18 Entire Agreement................................................
11.19 Confidentiality.................................................
11.20 Exhibits........................................................
EXHIBITS:
A - PacifiCare Specialty Care Guidelines
B - Services Reimbursement
C - PacifiCare Dental Co-Payment Schedule
CO DENCAP 12/93:2/95 ED Initials _________
_________
AGREEMENT BETWEEN PACIFICARE AND DENTIST
This Agreement is made and becomes effective this _____ day of __________ ,
19__, between PacifiCare of Colorado, Inc., a Colorado corporation, (hereinafter
"PacifiCare"), and __________ (hereinafter "DENTIST") to provide __________
services.
The parties by their mutual covenants, agree as follows:
I. DEFINITIONS
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1.1 ADA PROCEDURE CODES means American Dental Association codes.
1.2 AGREEMENT means this DENTIST Agreement.
1.3 COVERED BENEFIT and COVERED SERVICE means benefits and services
provided by and through PacifiCare's various Commercial, Senior and
other Plans, as set forth in the applicable PacifiCare Evidence of
Coverage or policy, including any amendments thereto, which is the
document that sets out a summary of benefits or services to which
each individual Member is entitled. Each Member's Evidence of
Coverage or policy is incorporated herein by reference and can be
reviewed by the Participating Provider using his/her selected mode
of eligibility verification or by contacting PacifiCare.
1.4 EMPLOYER GROUP shall mean the group, corporation, partnership or
organization which has entered into, or will enter into a Contract
with PacifiCare to provide PacifiCare benefits to its members or
employees.
1.5 PACIFICARE means PacifiCare of Colorado, Inc. a wholly-owned
subsidiary of PacifiCare, Inc.
1.6 PACIFICARE, INC. means PacifiCare, Inc., a California corporation
and the parent company of PacifiCare of Colorado, Inc.
1.7 MEMBER means a person enrolled in any PacifiCare plan.
1.8 PANEL shall mean those Members assigned to a DENTIST. Once the
DENTIST receives capitation payment for a Member, that Member is
included as part of the DENTIST'S Panel whether or not services
have been rendered to the Member.
1.9 PARTICIPATING PROVIDER OR DENTIST means the person licensed to
practice dentistry who has entered into a DENTIST'S Agreement, or
is an employee of a GROUP having a GROUP Agreement.
1.10 PLAN or PLANS means all programs offered by PacifiCare, and all
other affiliated corporations of the PacifiCare, Inc. group of
companies ant its subsidiaries including temporary emergency
coverage for members of reciprocal HMO affiliates through
PacifiCare's participation in UltraLink(SM), a Nation-wide Network.
PacifiCare, in its sole discretion, may offer or make available
some, and not all, of its programs or plans through or under this
Agreement.
1.11 STATE means the State of Colorado.
II. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT
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2.1 Service Delivery System Completion. This Agreement is contingent
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upon PacifiCare's execution of contracts with other general
dentists and appropriate dental specialists who collectively
constitute a service delivery system. PacifiCare shall pursue these
agreements in good faith but PacifiCare cannot covenant that such
agreements can be reached.
2.2 Approval of Market and Allocation of Resources. Upon completion of
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the development of the service delivery system, PacifiCare shall
reevaluate the market for its services and its resources to expand
into the market. Upon completion of this reevaluation PacifiCare
may, at PacifiCare's sole discretion, elect to delay or abandon the
completion of any or all PacifiCare Plans. If PacifiCare does make
such election, PacifiCare shall notify DENTIST of such election.
Such election by PacifiCare is not a breach of any covenant of this
Agreement and will be a complete and total discharge of
PacifiCare's obligations, covenants and conditions under this
Agreement.
2.3 Governmental Approval. This Agreement is contingent upon PacifiCare
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receiving approval from the appropriate local, state and federal
governmental or quasi-governmental agencies, which have regulatory
or quasi-regulatory powers over PacifiCare or its programs. Such
agencies may include, but are not limited to, HCFA and relevant
state agencies.
III. COVENANTS OF PACIFICARE
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3.1 Identification of PacifiCare Members. PacifiCare shall furnish
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DENTIST with a means of identifying those PacifiCare Members who
are enrolled in the PacifiCare Plans. The determination of
eligibility of a Member shall be made by the Employer Group and
PacifiCare, before DENTIST renders any dental services. PacifiCare
shall notify DENTIST if a person requesting services pursuant to
this Agreement is eligible for such services and the nature and
extent of benefits to which the Member is entitled. PacifiCare
shall provide DENTIST with an eligibility list of Members updated
monthly. In cases where a Member requests services prior to
appearing on an eligibility list, DENTIST will accept oral
confirmation of eligibility provided by PacifiCare's Dental
Director or designated agent. In emergency or after hours
situations DENTIST shall provide emergency treatment without oral
confirmation from PacifiCare. Should the patient subsequently be
found to be ineligible, PacifiCare shall pay DENTIST as if the
patient were a PacifiCare Member. The reimbursement will occur
after the DENTIST has made two (2) written attempts to collect the
appropriate fees from the non-plan patient.
3.2 Administrative and Marketing Services. PacifiCare shall perform
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the administrative, claims processing, marketing, enrollment,
quality management and utilization management functions that are
required of a federally qualified HMO and a HCFA contractor.
PacifiCare shall have the responsibility of all payment and fund
administration as further defined in this Agreement.
3.3 Advertising. PacifiCare shall have sole responsibility for the
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advertising and marketing of PacifiCare Plans. DENTIST may not
advertise the Plans without the prior written approval of
PacifiCare.
IV. COVERED SERVICES
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4.1 DENTIST'S Obligation to Deliver Covered Services. DENTIST agrees
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to render all necessary dental care to each Member according to
the terms and conditions of each Benefit Plan as authorized in the
Member's Evidence of Coverage. All such dental services and
related material shall be of quality equal to or higher than the
quality of services and material provided by DENTIST to DENTIST'S
non-Panel patients.
4.2 Specialty Services. Services shall be rendered in accordance with
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PacifiCare Specialty Care Guidelines which are attached as Exhibit
A. If DENTIST is unable to provide a specific service, DENTIST
will request authorization to refer the Member to a specialist.
DENTIST is not financially obligated for the payment of referred
services which fall within the PacifiCare Specialty Care
Guidelines attached as Exhibit A.
4.2-1 DENTIST shall bear 50% of PacifiCare's cost for each Member
of his/her panel referred to a specialist for treatment
outside the PacifiCare Specialty Care Guidelines.
4.2-2 It is the responsibility of the DENTIST to request a
specialty referral for the Member in accordance with
PacifiCare's policies and procedures.
4.2-3 It is the responsibility of PacifiCare to contract with and
select the appropriate, qualified specialist after the
DENTIST refers the Member to PacifiCare for specialty
treatment.
4.3 Benefit Changes. It is understood that PacifiCare may enter into
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agreements with new employer groups during the term of this
Agreement for which DENTIST will provide services to Members as
provided herein. The benefits, terms and conditions of the various
agreements between the employer groups and PacifiCare may be
changed from time to time during the term of this Agreement.
PacifiCare agrees to notify DENTIST in writing of the nature and
extent of such changes. If DENTIST does not notify PacifiCare of
his/her disapproval of said changes within a ten (10) day period,
DENTIST shall be bound by, and agrees to said changes in that
particular agreement and will provide services as set forth in
said new plan.
4.4 Panel Closure. The DENTIST may close Panel to additional
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PacifiCare Members provided that sixty (60) days' notice is given
in accordance with paragraph 11.17. If the DENTIST elects to close
his/her Panel it is understood that:
4.4-1 This closure will apply equally to all PacifiCare Members
and employer groups.
4.4-2 Panel closure will be indicated on subsequent PacifiCare
Provider Lists.
4.4-3 All current Panel Members will continue to receive dental
treatment in accordance with the PacifiCare Specialty Care
Guidelines attached as Exhibit A.
4.4-4 PacifiCare reserves the right to close a DENTIST'S Panel
provided that a sixty (60) day notice is given.
V. PAYMENT FOR SERVICES
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5.1 Basis of Payment. PacifiCare shall pay DENTIST monthly a
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capitation fee which shall be payment for all services provided by
DENTIST to Members who select at the time of enrollment or are
assigned to the DENTIST. Payment shall be made in accordance with
Exhibit B "Services Reimbursement" of this Agreement.
5.1-2 Financial Risks. DENTIST represents and warrants that it
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fully understands the payment arrangements between itself
and PacifiCare for services to be provided pursuant to this
Agreement and those services for which it is financially
responsible, as set forth in this Agreement and in the
Exhibits attached hereto. DENTIST further represents and
warrants that it has conducted its own analysis pursuant to
Colorado regulation and that it is fully apprised of the
financial risks it is undertaking by the execution, delivery
and performance of this Agreement and that it is fully
capable of undertaking those risks.
5.2 Fees Due Directly From Members for Services Not Covered. Instances
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may arise where DENTIST performs services for a Member which are
not a Covered Benefit. In such case, DENTIST shall obtain payment
directly from the Member and PacifiCare shall not be liable for
the applicable fee for such excluded services which shall be
billed by DENTIST.
5.3 Member Copayments and Deductibles. DENTIST shall collect and
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retain any applicable copayment and deductible from Members
specifically authorized in the PacifiCare Dental Co-Payment
Schedule, attached as Exhibit C.
5.4 Third Party Coverage. DENTIST will make every attempt to identify
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other third party coverage (healthcare coverage, third party
liability, worker's compensation, etc.) and provide that
information to PacifiCare. DENTIST agrees to xxxx, where
appropriate, any other carrier for services rendered to PacifiCare
Members. DENTIST may retain 100% of such recoveries.
5.5 Withholds. DENTIST agrees that PacifiCare shall have the right to
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withhold or defer DENTIST'S payment by any amount incurred by
PacifiCare or Members because of the DENTIST'S failure to perform
his/her contractual obligations.
VI. UTILIZATION MANAGEMENT
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6.1 Policies and Procedures. DENTIST agrees to comply with all
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PacifiCare Utilization Management policies and procedures.
6.2 Referrals and Subcontracting by DENTIST. DENTIST shall not refer
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PacifiCare patients to other consulting specialists or providers
without prior authorization from the PacifiCare Dental Director or
his/her designate. PacifiCare will not be financially responsible
for unauthorized consultations.
VII. QUALITY MANAGEMENT
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7.1 PacifiCare Quality Management Program. The DENTIST agrees to comply
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with the PacifiCare Quality Management Program for both hospital-
based and office-based care. This includes but is not limited to:
Random office and hospital review and case specific review,
appropriate response to issues identified by PacifiCare or
governmental agencies. Failure to comply can result in termination
of this Agreement.
7.2 Peer Review. The Dental Director may appoint a Dental Advisory
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Committee or Peer Review Committee consisting of dentists who shall
advise and assist him/her in the supervision of standards of
professional care, utilization of service, quality management
review, matters relating to the doctor-patient relationship and all
matters involving problems within the scope of professional ethics.
The decision of the Dental Director, the Dental Advisory Committee
or Peer Review Committee on all such matters shall be final and
binding on the parties hereto.
7.3 Quality Management Compliance. PacifiCare reserves the right to
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conduct periodic audits and/or site surveys for the purpose of
evaluating compliance with quality management standards. DENTIST
will respond appropriately to all quality issues addressed to the
quality management committee within the requested time frame but
not to exceed 14 days of receipt. Failure to comply may result in
termination of this Agreement.
VIII. OBLIGATIONS OF THE DENTIST
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8.1 Availability. DENTIST shall provide services during DENTIST'S
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normal working hours. DENTIST shall also provide twenty-four (24)
hour emergency services. DENTIST shall provide routine, non-
emergent, and
treatment in progress appointments to all eligible Members upon
request within twenty-eight (28) days. In emergency situations,
DENTIST shall furnish such care immediately or, if appropriate,
not more than twenty-four (24) hours after request. Dental
emergencies include, but are not limited to, hemorrhage, acute
pain, infection of dental origin, or traumatic injury. In the
event DENTIST makes an arrangement with another dentist to
provide on call coverage, DENTIST shall be responsible for
ensuring conformance with this section of this Agreement and for
compensation of such dentist for on-call services rendered.
8.2 Address(es). DENTIST shall ordinarily render all care services
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to PacifiCare Members at the address(es) set forth next to his
signature below.
8.3 Reports. DENTIST shall report all of the health care services
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that are provided to PacifiCare Members through and in
compliance with PacifiCare systems and billing procedures.
8.4 Dental Records. DENTIST shall make available to the PacifiCare
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Dental Director or designee all information in the Member's
chart and shall promptly provide copies of any documents
contained therein, if requested for the purpose of determining
eligibility, liability or appropriate care issues. PacifiCare
shall strictly maintain the confidentiality of any such records,
shall not disclose any information except as required by law.
8.4-1 DENTIST also agrees to allow PacifiCare's inspection of
PacifiCare Members' dental records to the extent that such
inspection may be required by properly authorized
governmental agencies.
8.4-2 Whenever a Member changes dentists, DENTIST will furnish
copies of all dental records and x-rays reports or any
other patient care data, within thirty (30) days, or
sooner if necessary, to the Member's new provider at no
charge.
8.5 In-Service Orientation. The DENTIST shall provide orientation
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time to PacifiCare for in-service training for all of the
DENTIST'S staff within thirty (30) days of the effective date of
this Agreement and on a periodic basis thereafter. The staff of
the DENTIST shall be available for orientation with PacifiCare
staff at reasonable times for procedural and systems change
orientation.
8.6 No Billing of Members.
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8.6-1 No Charges. The DENTIST shall not impose any charges on
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PacifiCare Members for Covered Benefits shown in the
applicable Evidence of Coverage and shall regard the
PacifiCare payment as payment in full for all benefits
covered by this Agreement with the exception of co-
payments specifically authorized in the applicable
Evidence of Coverage and consistent with the Member's
PacifiCare benefits. DENTIST shall also be entitled to
receive payment for third party claims. DENTIST will
never, under any circumstances, including non-payment by
PacifiCare, the insolvency of PacifiCare, or breach or
termination of this Agreement, seek compensation from,
maintain any action against, have any recourse against, or
impose any additional charge on any PacifiCare Member for
Covered Benefits and DENTIST shall hold PacifiCare Members
harmless from liability for any monies owed by PacifiCare
to DENTIST. DENTIST shall look only to PacifiCare for
payment for Covered Benefits or for sums owed by
PacifiCare. DENTIST shall be bound by the Claims Payment
Denial paragraph of this Agreement. If PacifiCare receives
notice that DENTIST has billed or collected from a Member
for any Covered Benefit or non-authorized service,
PacifiCare may refund that amount to Member and may offset
that amount from any payment to DENTIST.
8.6-2 No Collection Action Against Members. Neither DENTIST nor
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its agents, trustees or assignees, may maintain any action
at law against a Member to collect sums owed by
PacifiCare.
8.6-3 Survival of Covenants. DENTIST further agrees that these
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provisions shall survive the termination of this Agreement
regardless of the cause giving rise to termination and
shall be construed to be for the benefit of the Member,
and that these provisions supersede any oral or written
agreement to the contrary now existing or hereafter
entered into between DENTIST and Member or any persons
acting on their behalf.
8.6-4 Collection of Copayments. These provisions shall not
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preclude DENTIST from collecting the copayments that are
specifically authorized by the Member's Evidence of
Coverage.
8.7 Service Standards. DENTIST shall provide clean facilities and
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equipment; maintain adequate, courteous, neat, consumer-
oriented, properly credentialed staff; maintain orderly and
efficient systems for receiving patients; maintain orderly and
efficient systems for the provision of patient services; and
maintain dental records. DENTIST will allow PacifiCare Dental
Director, or his designee, to inspect dental facilities,
equipment and PacifiCare Members' dental records, and review all
phases of professional ancillary care provided to Members by
DENTIST.
8.8 Retention of Records. DENTIST agrees that it will retain
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financial and dental records relating to PacifiCare Members as
required of PacifiCare by properly authorized governmental
agencies for a period of the longer of two (2) years from the
termination of this Agreement or such time period as may be
required by applicable law, regulation or customary practice.
8.9 Credentials. DENTIST agrees to complete a PacifiCare application
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for him/herself and for any paraprofessionals under his/her
supervision and shall provide all other information including
information on malpractice cases necessary for PacifiCare to
complete the credentialing process. DENTIST agrees to notify
PacifiCare within one week of an agreement or subcontract with
any new dentist so PacifiCare may initiate the credentialing
process. DENTIST authorizes the licensing bureaus, affiliations
and/or persons to give any information regarding DENTIST.
DENTIST hereby releases said licensing bureaus, affiliations
and/or persons from all liability for any damage whatsoever for
issuing this information. DENTIST agrees to notify PacifiCare
within forty-eight (48) hours of any revisions, revocation, or
limitation of his (or any dentist of the dental group, if
applicable) license to practice, narcotics license, or hospital
privileges or malpractice carrier change or termination. If a
dental group, DENTIST will notify PacifiCare of any changes in
the dentists of the group who may treat PacifiCare Members
within forty-eight hours (48). PacifiCare may provide temporary
authorization for new dentists to treat PacifiCare Members
during the credentialing process.
8.10 Prescribing Practices. DENTIST agrees to prescribe medication
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from the PacifiCare Formulary and to obtain prior authorization
from PacifiCare for any non-formulary medication. DENTIST
authorizes participating pharmacist to select and dispense
generic drugs in substitution for brand or trade name drugs
where an appropriate generic substitute with adequate
bioavailability is available.
8.11 Member Contact. DENTIST agrees not to directly contact
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PacifiCare Members in regards to business related matters
pertaining to PacifiCare Plans without PacifiCare's prior
written approval.
8.12 Non-Solicitation of Members. During the initial and any
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succeeding term of this Agreement and for a period of one (1)
year following the date of termination of this Agreement,
DENTIST will not knowingly or directly advise any PacifiCare
Member to disenroll from PacifiCare and will not solicit any
Member to become enrolled with any other Health Maintenance
Organization, provider organization or any other similar
hospitalization or dental payment plan or insurance program. No
DENTIST, employee, or subcontractor of the DENTIST shall make
any derogatory remarks regarding PacifiCare to any Members.
8.13 Investigation and Resolution of Complaints. A report providing a
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summary of occurrence shall be made by the DENTIST for each
event which has a high potential for liability or results in a
ninety (90) day notice or legal claim being served. PacifiCare
shall be sent a copy of the summary of occurrence report within
forty eight (48) hours. These occurrences shall be investigated
and resolved jointly by the DENTIST and PacifiCare.
8.14 Quality Improvement Process. As a provider of health care
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services to PacifiCare Members, DENTIST acknowledges the
importance of quality management systems in providing superior
customer service. Therefore, DENTIST shall, with the support of
PacifiCare, cooperate in a quality management program to ensure
quality customer service. DENTIST and PacifiCare agree that
quality management programs may address, but are not limited to
the following: Administrative Services, Access to health care
services, Utilization Management, Clinical Quality Assessment,
DENTIST and PacifiCare administrative interface, and Management
information and report systems.
IX. INSURANCE
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9.1 Responsibility For Own Acts. Each party will be responsible for
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its own acts or omissions and any and all claims, liabilities,
injuries, suits, and demands and expenses of all kinds which may
result or arise out of any alleged malfeasance or neglect caused
or alleged to have been caused by that party, its employees or
representatives, in the performance or omission of any act or
responsibility of that party under this Agreement. In the event
that a claim is made against both parties, it is the intent of
both parties to cooperate in the defense of said claim and to
cause their insurers to do likewise. However both parties shall
have the right to take any and all actions they believe
necessary to protect their interest.
9.2 Liability Coverage. DENTIST has and shall retain in effect
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during the term of this Agreement professional liability
("malpractice") insurance and primary general liability coverage
in the minimum amount of Five Hundred Thousand ($500,000) per
occurrence and One Million Five Hundred Thousand Dollars
($1,500,000) annual aggregate, Worker's Compensation in the
statutory amount at a minimum. If DENTIST has a claims-made
malpractice/professional liability insurance policy, then this
policy shall be kept in effect for at least five (5) years past
any termination of this Agreement or DENTIST may purchase "tail"
coverage. Said "tail" policy shall have the same policy limits
as the primary professional liability policy.
9.3 Certificate of Insurance. The DENTIST will provide PacifiCare
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with a Certificate of Insurance evidencing professional and
general liability coverage within thirty (30) days prior to the
execution of this Agreement and annually thereafter within
thirty (30) days of the renewal of the Agreement. The
Certificate of Insurance shall contain a provision whereby the
DENTIST will notify PacifiCare of any change in coverage,
including termination of the policy, at least thirty (30) days
prior to any such change.
X. TERM, TERMINATION, RENEWAL, RENEGOTIATION
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10.1 Term. The term of this Agreement shall begin on the effective
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date of this Agreement and continue for one (1) year.
10.2 Automatic Renewal and Notice of Intent to Terminate. This
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Agreement shall be automatically renewed for one (1) year
term, without additions or modifications of its terms, unless
either party shall provide the other with written notice of its
intent to terminate this Agreement. Either party may terminate
this Agreement without cause by giving the other party sixty
(60) days' prior written notice.
10.3 Renegotiation of Terms. Either party may request renegotiation
----------------------
of any of the provisions of this Agreement by providing the
other party with written notice. Such notice shall state those
provisions of the Agreement which the notifying party would like
to discuss. Immediately following any such request for
renegotiation, the parties shall commence and continue
negotiations in good faith.
10.4 Bankruptcy. Notwithstanding any provision in this Agreement, if
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at any time there shall be filed by or against a party to this
Agreement, in any court, tribunal, administrative agency or any
other forum having jurisdiction, pursuant to any applicable law,
either of the United States or of any state, a petition in
bankruptcy or insolvency or for reorganization or for the
appointment of a receiver, trustee or conservator of all or a
portion of the party's property or if a party makes an
assignment for the benefit of creditors, and if this action is
not dismissed after ninety (90) calendar days, this Agreement
may be immediately cancelled and terminated by the other party.
10.5 Early Termination
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10.5-1 Events Causing Early Termination. Notwithstanding any
--------------------------------
other provision in this Agreement, PacifiCare may
terminate this Agreement at any time upon notice to
DENTIST of the occurrence of any of the following
events:
(a) DENTIST'S conviction of a felony or
misdemeanor of moral turpitude.
(b) DENTIST'S diagnosis of severe mental or
emotional disturbance.
(c) Professional incompetence of DENTIST, or
non-performance of professional
responsibility.
(d) Failure of DENTIST to comply with
PacifiCare's quality assurance or
utilization review procedures or standards,
or availability and accessibility standards.
(e) DENTIST'S addiction to alcohol, narcotics,
or other drugs; physical disability which
impairs DENTIST's ability to practice his or
her profession in a competent manner; or
loss or suspension of the licenses required
to fulfill this Agreement.
(f) DENTIST'S failure to notify PacifiCare
within 48 hours of any change in DENTIST'S
participation or status in a diversion or
like substance abuse rehabilitation program.
(g) DENTIST'S failure to maintain malpractice or
general liability insurance.
(h) DENTIST'S failure to provide satisfactory
personal and professional references and
credentials, or to provide verifiable
information regarding past employment,
training, hospital affiliation, or
professional licensing for him/herself or
any paraprofessional under his/her
supervision.
(i) DENTIST being a party to or having been a
party to malpractice or other litigation or
arbitration that has resulted in substantial
judgments, settlements or awards against
DENTIST.
(j) DENTIST'S failure to comply with standards,
as established by PacifiCare, including, but
not limited to, appointment availability,
utilization, provision of
services and cost-effective use of services
unless adequately justified as determined by
PacifiCare.
(k) DENTIST'S direct contact of PacifiCare Members
in regard to matters pertaining to the
PacifiCare Plans without PacifiCare's prior
written approval or DENTIST'S making any
repeated disparaging remarks about PacifiCare or
expressing opinions regarding Pacificare or any
of its affiliates that are negative in nature.
(l) DENTIST'S solicitation of Members during the
initial and any succeeding term of this
AGREEMENT, or knowingly or directly advising any
PacifiCare Member to become enrolled with any
other Health Maintenance Organization, provider
organization, or any other similar dental plan
or insurance program.
10.5-2 Effects of Termination. Upon termination of this Agreement for
----------------------
any reason, the following shall occur:
(a) Care in Progress. DENTIST shall complete work
----------------
started prior to the termination date. If a
prosthetic impression has been taken. DENTIST
will complete the fixed or removable
prosthesis. If any individual procedure is
already in progress, DENTIST will complete
procedure.
(b) Transfer of Dental Records. Upon receiving a
--------------------------
signed request from the Member, the DENTIST
agrees to furnish copies of all dental records,
x-rays, laboratory reports or any other patient
care data within thirty (30) days, or sooner if
necessary, to the Member's new provider. In the
event of the termination of this Agreement by
the DENTIST, records will be transferred at no
charge to the Member, PacifiCare or the newly
selected dentist. In the event of termination
of this Agreement by PacifiCare, PacifiCare
shall reimburse DENTIST $5.00 per Member for
cost of copying records and DENTIST agrees to
participate in the orderly transition of
records. This applies solely to Members who
request said records.
(c) Payment for Services. DENTIST shall be paid the
--------------------
last monthly capitation payment sixty (60) days
following the termination date of this
Agreement. PacifiCare shall be entitled to make
any adjustments in such final capitation payment
as may be necessary so that all treatment
started prior to termination is properly
completed.
10.6 Adverse Governmental Action. In the event any action of any
---------------------------
department, branch, or bureau of the federal, state, or local
government materially adversely affects either party, then that
party shall notify the other of the nature of this action,
including in the notice a copy of the adverse action. The
parties shall meet within thirty (30) days and shall, in good
faith, attempt to negotiate a modification to this Agreement
that minimizes the adverse affect. Notwithstanding paragraph
10.2 above, if the parties fail to reach a negotiated
modification concerning the adverse action, then the affected
party may terminate this Agreement by giving at least one
hundred twenty (120) days' notice or may terminate sooner if
agreed to by both parties.
10.7 Material Breach. Either party may terminate this Agreement by
---------------
providing the other party with a minimum of sixty (60) days'
prior written notice in the event the other party commits a
material breach of any provision of this Agreement. The notice
must specify the nature of said material breach. The breaching
party shall have thirty (30) days from receipt of the notice to
correct the material breach. In the event the breaching party
fails to cure the material breach within the thirty (30) day
period, this Agreement shall automatically terminate upon
completion of the sixty (60) days' notice period,
notwithstanding any other provision in this Agreement.
In the event the material breach creates an emergency or a
situation whereby the nonbreaching party is in significant
jeopardy as to its ability to perform under this Agreement in
the manner so intended by the parties to this Agreement, then
the nonbreaching party may give forty-eight (48) hours' notice
of the material breach to the other party. If the breaching
party fails to cure the material breach within this forty-eight
(48) hour time frame, this Agreement shall automatically
terminate at the end of the forty-eight (48) hour notice,
notwithstanding any other provision in this Agreement.
10.8 No Contact With Members. The DENTIST has been advised,
-----------------------
acknowledges and agrees that PacifiCare has expended a great
deal of time, effort and money in developing its business and
obtaining the Members that are enrolled in PacifiCare. Because
of this, PacifiCare considers, and DENTIST acknowledges, that
PacifiCare's Members constitute an important corporate asset and
its Member list constitutes valuable proprietary information.
In consideration of PacifiCare providing current Plan Members,
as well as future Plan Members, to the DENTIST, DENTIST
acknowledges and agrees that in the event this Agreement should
terminate for any reason, PacifiCare will suffer irreparable
harm and injury if the DENTIST attempts to, or does, communicate
with PacifiCare Members in any way concerning said termination.
Understanding this, the DENTIST expressly waives DENTIST'S
rights to contact PacifiCare Members in any way about the
termination of this Agreement, including those Members who are
patients of the DENTIST, and expressly agrees not to communicate
in any form or manner with such Members concerning the
termination; the options such Members may have to join other
health care service plans (including HMO's) or to switch to
other providers as a result of the termination; or the fact that
the DENTIST will no longer be the Member's health care provider.
PacifiCare agrees to advise its Members of (a) the termination
of this Agreement not less than thirty (30) days prior to the
date of said termination, (b) their rights regarding such
termination, and (c) the fact that they will no longer be able
to obtain health care from the DENTIST once the Agreement has
terminated.
Understanding and acknowledging the foregoing, the DENTIST
agrees to rely exclusively upon PacifiCare's communication to
its Members concerning termination of this Agreement and agrees
not to interfere in any way with the relationship between
PacifiCare and its Members. If the DENTIST should (i)
communicate with said Members concerning termination of this
Agreement and/or attempt directly, indirectly or by implication
to advise or encourage such Members to switch to either another
health care service plan (including HMO's) or to another
provider (including the DENTIST), or to disenroll from
PacifiCare for any reason, or (ii) submit PacifiCare's Member
list or its equivalent to another health care service plan
(including HMO's) for any purpose, or (iii) invite PacifiCare
Members to attend sales presentations by any other health care
service plan (including HMO's) on or off DENTIST'S premises,
then such activity will constitute a breach of this contractual
provision and the DENTIST agrees PacifiCare may promptly seek a
temporary restraining order and/or injunction to preclude such
activity as well as all appropriate damages resulting from
DENTIST'S breach of this provision.
XI. GENERAL PROVISIONS
------------------
11.1 Relationship Between the Parties. PacifiCare and DENTIST are
--------------------------------
independent contractors. Nothing in this Agreement shall be
construed to create a principal-agent, employer-employee,
master-servant, partnership or joint venture relationship.
11.2 Non-Exclusive Agreement. DENTIST agrees this is not an exclusive
-----------------------
agreement and that PacifiCare may contract with other providers
to serve in the same capacity as the DENTIST.
11.3 Use of Names and Trademarks. PacifiCare and the DENTIST each
---------------------------
reserve the right to control the use of its name, symbols,
trademarks, or other marks currently existing or later
established. However, either party may use the other party's
symbols, trademarks or other marks with the prior written
approval of the other party. PacifiCare shall be allowed to use
the name of the DENTIST in its promotional activities and
marketing campaign as first approved by DENTIST which will not
be unreasonably withheld.
11.4 Use of PacifiCare's Trade Secrets by DENTIST. As part of the
--------------------------------------------
consideration for PacifiCare to enter into this Agreement,
DENTIST agrees that it shall not use, or divulge to anyone,
Pacificare's trade secrets. A trade secret means information,
including but not limited to programs, methods, techniques and
processes, that has independent economic value from not being
generally known to either the public or to other persons who can
obtain economic value from its disclosure or use. Examples of
PacifiCare trade secrets include, but are not limited to, actual
and potential membership lists, compiled information concerning
its Members, key provider agreements, billing rates, and
operations manuals. This paragraph shall not be applicable to
information that is already in the public domain or that has
been made available to the public by PacifiCare.
11.5 Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with all current and future applicable state and
federal laws (such as the Patient Self Determination Act
included in the OBRA of 1990 Public Law 101-508), rules and
regulations, as amended, including the legal requirements set
forth in the contract between PacifiCare and all appropriate
governmental agencies. Both parties acknowledge and agree that
they are subject to the current applicable laws, rules,
regulations and requirements and any future changes thereto when
implemented, shall be binding on both parties. Any provision
required to be in this Agreement by said laws, rules,
regulations and requirements whether or not set forth herein
shall be incorporated by reference in this Agreement and shall
bind both parties. In the event of a conflict between this
Agreement and any applicable law, rule, regulation or
requirement, the applicable law, rule or regulation will govern.
11.6 Interpretation. Neither PacifiCare nor the DENTIST shall be
--------------
deemed the drafter of this Agreement. If this Agreement is ever
interpreted or construed by a court of law, such court shall not
construe this Agreement or any provision hereof against either
party as drafter.
11.7 Non-Discrimination. In accordance with Executive Order 11246,
------------------
PacifiCare is required to comply with the following requirements
and to include these provisions in every subcontract so that
they are binding on each
subcontractor. Therefore, the parties agree to render the
services contemplated herein without regard to race, age, sex,
religion, creed, color, national origin or ancestry of any
Member. During the term of this Agreement, the DENTIST and any
subcontractors shall not unlawfully discriminate against any
employee or applicant for employment because of race, religion,
color, national origin, ancestry, physical handicap, medical
condition, sexual orientation, marital status, age (over 40) or
sex. The DENTIST and subcontractors shall ensure that the
evaluation and treatment of their employees and applicants for
employment are free of such discrimination. The DENTIST and
subcontractors shall comply with the provisions of all
applicable local, state and federal equal employment
opportunity, fair employment and affirmative action laws, and
regulations. The DENTIST and its subcontractors shall give
written notice of their obligations under this clause to labor
organizations with which they have a collective bargaining or
other agreement. The DENTIST shall include the nondiscrimination
and compliance provisions of this clause in all subcontracts to
perform work under this Agreement.
11.8 Assignment. The rights and/or obligations of this Agreement may
----------
not be assigned, delegated, transferred, conveyed or sold
without the prior written consent of the other party, except
that PacifiCare may assign, delegate, transfer, convey or sell
its rights and/or obligations to a parent, subsidiary or
affiliate or to an entity into which PacifiCare is merged or
with which PacifiCare is consolidated or to a purchaser of all
or substantially all of its assets or as part of a corporate
reorganization.
11.9 Sale of Business/Transfer of Assets. If the DENTIST desires to
-----------------------------------
sell, transfer or convey his/her business or any substantial
portion, or all, of his/her business assets to another entity,
the DENTIST shall so advise PacifiCare at least one hundred and
twenty (120) days prior to the sale, transfer or conveyance
date. The DENTIST warrants and covenants this Agreement will be
part of the transfer, conveyance or sale and will be assumed by
the new entity and that the new entity will honor and be fully
bound by the terms and conditions of the Agreement.
Notwithstanding the above, if PacifiCare in its sole discretion,
is of the opinion the Agreement cannot be satisfactorily
performed by the assuming entity or does not want to do business
with that entity for whatever reason. Pacificare may terminate
this Agreement by giving the DENTIST sixty (60) day's written
notice, notwithstanding any other provision in the Agreement.
11.10 Enforcement. If any action at law or in equity is necessary to
-----------
enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to payment by the other party of
reasonable attorneys' fees, costs and necessary disbursement and
expenses in addition to any other relief to which the prevailing
party may be entitled.
11.11 Severability. If any provision of this Agreement is deemed to be
------------
invalid or unenforceable by a court of competent jurisdiction or
in arbitration, the same shall be deemed severable from the
remainder of this Agreement and shall not cause the invalidity
or unenforceability of the remainder of the Agreement.
11.12 Arbitration Between Parties. Should any dispute arise between
---------------------------
the parties over any provision of this Agreement or over any
performance of this Agreement, the dispute shall be submitted to
binding arbitration. This arbitration shall be conducted
according to the rules of the American Arbitration Association,
but need not necessarily be conducted by that organization. Each
party shall initially equally contribute to the costs of the
arbitration. During the arbitration, each party shall bear its
own attorneys' fees. Upon an award of the arbitrator, the
prevailing party shall be entitled to recover its share of
arbitration costs expended, and all its other costs, including
its attorneys' fees. In the event the arbitrator fails to render
an award within thirty (30) days after submission of the matter
for decision, or such longer times as the parties may stipulate,
then either party may elect to have all further arbitration
proceedings terminated and the matter submitted for judicial
resolution. All reasonable costs and fees incurred during the
arbitration shall then be awarded by the court to the prevailing
party.
11.13 Execution by PacifiCare. This Agreement shall not be binding
-----------------------
until executed by a person authorized to do so by PacifiCare and
an executed copy thereof is delivered to DENTIST.
11.14 Provider Incentives. Both PacifiCare and the DENTIST understand
-------------------
and agree that any payments made directly or indirectly to the
DENTIST under any DENTIST incentive provisions set forth in this
Agreement are not made as an inducement to reduce or limit
dentally necessary services to any specific PacifiCare Member.
11.15 Appeals Process for Senior Plan Members. DENTIST shall follow
---------------------------------------
the appeals process for Senior Plan Members as set forth by
Federal law and regulation. The DENTIST shall be bound by any
and all HCFA language requirements of initial determination
letters and other correspondence directed to Senior Plan
Members. The DENTIST shall be bound by PacifiCare's
determination of appeal cases.
11.16 Notices. Any and all notices required to be given pursuant to
-------
the terms of this Agreement must be given by United States
mail, postage prepaid, return receipt requested or may be
telefaxed with proof of receipt thereof or hand delivered to the
specific person listed below and at the following address:
If to PacifiCare: Director of Dental Services
PacifiCare of Colorado, Inc.
0000 Xxxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
If to DENTIST: ____________________________________
____________________________________
____________________________________
11.17 Waiver. The waiver by either party of a failure to perform any
------
covenant or condition set forth in this Agreement shall not act
as a waiver of performance for a subsequent breach of the same
or any other covenant or condition.
11.18 Entire Agreement. This Agreement constitutes the entire
----------------
understanding between the parties and shall bind and inure to
the benefit of both parties and their successors and assigns. No
change, amendment or alteration shall be effective unless in
writing and signed by both parties. This Agreement shall
supersede all prior written and/or oral agreements with this
DENTIST that pertain to the subject of this Agreement, including
any amendments, addendums, letters of understanding and any
other documents relating thereto, and both PacifiCare and the
DENTIST mutually agree to terminate any prior agreements
pertaining to the subject of this Agreement on the effective
date of this Agreement.
11.19 Confidentiality. The terms of this Agreement and in particular
---------------
the provisions regarding payment for services, are confidential
and shall not be disclosed except as necessary to the
performance of this Agreement or as required by law. DENTIST
shall not disseminate or publish information developed under
this Agreement or contained in reports to be furnished pursuant
to this Agreement without prior written approval of PacifiCare.
DENTIST acknowledges that a PacifiCare contracted provider may
be responsible for payment for services rendered pursuant to
this Agreement. DENTIST agrees to PacifiCare's disclosure of
this Agreement's rate schedule, with DENTIST'S prior written
consent, to a PacifiCare contracted provider to the extent
necessary for determination of payment. DENTIST acknowledges and
agrees that any rate information about other PacifiCare
contracted providers disclosed to DENTIST by PacifiCare for the
performance of this Agreement is confidential and shall not be
used by DENTIST for any other purpose or disclosed by DENTIST in
any manner.
11.20 Exhibits. All exhibits attached to this Agreement, and
--------
referenced herein, are incorporated into and made part of this
Agreement.
IN WITNESS WHEREOF, the parties hereby execute this Agreement.
For DENTIST:
Date: ______________________________________________________________________
By: ______________________________________________________________________
(Please Print)
Title: __________________________________________________________________
Signature:__________________________________________________________________
TAX ID NUMBER:______________________________________________________________
For PacifiCare:
Date: __________________________________________________________________
By: Xxxxx X. Xxxxxx
------------------------------------------------------------------
Title: Vice President of Commercial Sales and Marketing
------------------------------------------------------------------
Signature:__________________________________________________________________
Initials ______
______
EXHIBITS
--------
A. PacifiCare Specialty Care Guidelines
B. Services Reimbursement
C. PacifiCare Dental Co-Payment Schedule
EXHIBIT A
---------
PACIFICARE SPECIALTY CARE GUIDELINES
------------------------------------
I. PURPOSE:
-- --------
To provide uniform guidelines of responsibility for General Dentists, to
ensure that the level of specialized care provided by general
practitioners is appropriate.
II. POLICY:
--- -------
It is the policy of PacifiCare, Inc. and it's subsidiaries that general
dentists provide the complete range of dental treatments for which they
are licensed. Patients are only referred to specialists for treatment
of conditions that are beyond the capability of the general
practitioner.
A. Anesthesia
-- -----------
The general Dentist is expected to be an expert in controlling
pain through the use of relaxation techniques and local
anesthesia. The administration of general anesthesia, hypnosis
and other similar procedures is not a requirement.
B. Periodontics
-- ------------
The general Dentist is responsible for the diagnosis and
maintenance of his/her patient's periodontal care. The Dentist
must be adept at surveying the patient's periodontal situation
and home care motivation. The Dentist is responsible for all
non-surgical treatment including, but not limited to,
prophylaxis, subgingival curettage, root planing, oral hygiene
instruction, root amputation, and minor occlusal adjustment.
Specialty referral procedures may include: gingival surgery,
osseous surgery, complete occlusal equilibration, orthodontic
appliances, and complicated periodontal treatment planning.
C. Oral Surgery
-- ------------
The general Dentist is responsible for providing Oral Surgery
for erupted and devastated dentition including uncomplicated
extractions, root sectioning and retrieval, soft tissue
impaction, intra-oral I & D, and/or routine minor surgical
procedures. Bony impactions, moderate sized biopsies,
frenectomies, and osseous recontouring may be referred to an
Oral Surgeon.
D. Endodontics
-- -----------
All routine endodontic procedures are the responsibility of the
general Dentist. The Dentist must also provide emergency pulpal,
I & D, and bleaching treatment. Complicated "tried and failed"
cases, apicoectomies, apexification and retro fillings may be
referred to an appropriate specialist.
E. Pedodontics
-- -----------
The general Dentist is responsible for the routine care of
children of all ages. Routine care includes, fillings, stainless
steel crowns, space maintainers, prophylaxis and fluoride
treatment. Young children with complicated management problems
may constitute an appropriate referral to a specialist. Approval
---
of specialty care will not be authorized for children over six
(6) years of age because of management problems. Some
handicapped individuals may be considered as exceptions to this
policy. In all cases, at least two (2) attempts will be made to
treat the patient, including necessary diagnostic and preventive
care.
F. Restorative and Prosthetics
-- ---------------------------
The general Dentist is required to perform all appropriate
operative, crown and bridge and removable prosthetic treatment.
The Dentist should be proficient in procedures that are
considered Covered and non-Covered Benefits. Some of the non-
covered procedures that should be available to the patient on a
fee-for-service basis include stress-breakers, precision
attachments and procedures for aesthetic reasons only.
G. Orthodontics
-- ------------
General Dentists are not expected to have extensive orthodontic
training and are not required to provide this care. Not all
PacifiCare Members have orthodontic coverage. Patients with
Panel Orthodontic coverage must be referred to a Panel
Orthodontic office. This referral will be expedited through the
PacifiCare Dental Director's office. If the patient is covered
under PacifiCare's Orthodontic Plans I-V, the referral may be
made to any orthodontist, however, preference is to be given to
a Panel Orthodontist.
H. Miscellaneous
-- -------------
The general Dentist is responsible for providing routine
emergency and after hours emergency care, diagnostic and
treatment planning procedures, TMJ dysfunction identification,
diagnostic therapy, and the coordination of multi-disciplined
treatment as needed.
FIRST AMENDMENT
TO THE
AGREEMENT BETWEEN
PACIFICARE OF COLORADO, INC.
AND
DENTIST
THIS AMENDMENT is made and entered into effective ____________, 199_ to
that certain Agreement Between PacifiCare and Dentist, dated ______________,199_
("the Agreement").
PURPOSE
WHEREAS, TakeCare Administrative Services Corporation ("TASC") is an
affiliate of PacifiCare of Colorado, Inc. ("PacifiCare") which contracts with
employers and others to administer self-insured employee welfare benefit plans;
and
WHEREAS, TASC has entered into network rental agreements with PacifiCare
through which TASC provides networks of PacifiCare providers, including dental
providers, to such self-insured plans; and
WHEREAS, the parties desire to amend the Agreement to acknowledge such
network rental arrangements and express agreement to the provision of dental
services to the beneficiaries of such self-insured plans on the same terms as
dental services are provided to PacifiCare Members.
NOW, THEREFORE, it is hereby agreed as follows:
A. The definitions in Article I of the Agreement are amended as follows:
1.5 PACIFICARE means PacifiCare of Colorado, Inc., a wholly-owned
subsidiary of TakeCare Administrative Services Corporation, an Indiana
corporation.
1.6 [Deleted in its entirety]
1.7 MEMBER means person enrolled in a PacifiCare Plan, as well as
any person who is entitled to receive benefits under a network rental
arrangement, self-insured plan or other arrangement with a Payor who has
contracted with PacifiCare or TASC.
1.10 PLAN OR PLANS means all programs offered by PacifiCare, and by
all affiliated corporations of the PacifiCare, Inc. group of companies,
as well as any insurance, self-insurance, multi-employer or prepaid
health care service plan providing benefits or services for hospital or
medical care or treatment.
B. Article I of the Agreement is further amended by the addition of the
following new definition:
1.12 PAYOR means, without limitation, an insurance carrier, health
service corporation, health care plan, health maintenance organization,
employer, employee welfare benefit plan, multiple employer welfare
arrangement, a state or federal governmental agency, third party
administrator or any other individual or entity which under contract or
law has an obligation to pay for or provide and arrange for health care
services to Members.
C. Article VIII, Section 8.6-3 of the Agreement amended by the addition of
the following sentence:
Any modifications, additions or deletions to the provisions of this
section shall become effective on a date no earlier than thirty (30)
days after the Colorado Insurance Commissioner has received written
notice of such proposed change.
D. Article VIII, Section 8.6 of the Agreement is further amended by the
addition of the following section:
8.6 Self-insured Payors. Notwithstanding the above provisions of
-------------------
this Section 8.6, Dentist shall be entitled to xxxx and collect fees
from any Member who is a part of a Plan established by a self-insured
Payor who has failed to make payment to PacifiCare and PacifiCare is
unable, in turn, to make payment to Dentist.
E. Article XI, Section 11.16 is amended to read as follows:
11.16 Notices. Any and all notices required to given pursuant to the
-------
terms of this Agreement must be given by United States mail, postage
prepaid, return receipt requested or may be telefaxed with proof of
receipt thereof or hand delivered to the specific person listed below
and at the following address:
If to PacifiCare: Director of Dental Services
PacifiCare of Colorado, Inc.
0000 Xxxxx Xxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
If to Dentist: ____________________________
____________________________
____________________________
F. The first sentence of Exhibit A, Section II is amended as follows:
It is the policy of TASC and its subsidiaries that general dentists
provide the complete range of dental treatments for which they are
licensed.
G. Except as otherwise expressly stated in this First Amendment, the terms
and conditions of the Agreement are hereby ratified and affirmed, and
shall remain in full force and effect. Notwithstanding anything to the
contrary contained in the Agreement, to the extent the terms and
provisions of this First Amendment are inconsistent with, or conflict
with, the terms and conditions of the Agreement, the terms and
provisions of this First Amendment shall govern and control.
IN WITNESS WHEREOF, this First Amendment has been executed by the
authorized parties on the date and year shown below.
PACIFICARE OF COLORADO, INC. DENTIST
By: __________________________ By: __________________________
Xxxxx X. Xxxxxx
Vice President
Commercial Sales and Marketing Title: _______________________
Date: ________________________ Date: ________________________
SECOND AMENDMENT TO THE
AGREEMENT BETWEEN
PACIFICARE OF COLORADO, INC.
AND DENTIST
THIS AMENDMENT is made and entered into effective __________, 1997 to
that certain Agreement Between PacifiCare and Dentist, dated __________, 199_
("the Agreement").
WHEREAS, the parties agree to amend the Agreement to comply with a
change in law.
NOW, THEREFORE, it is hereby agreed as follows:
A. Article VIII is amended by the deletion of Sections 8.11 and 8.12 in
their entirety.
B. Article X is amended by the deletion of Sections 10.5-1 (k) and (l) and
Section 10.8 in their entirety. Article X is further amended by the
addition of a new Section 10.8 to read as follows:
Notwithstanding the foregoing provisions, PacifiCare shall not
terminate this Agreement because Dentist expresses disagreement
with a decision by PacifiCare, or an entity representing or
working for PacifiCare, to deny or limit benefits to a Member or
because Dentist assists a Member to seek reconsideration of
PacifiCare's decision, or because Dentist discusses with a
current, former or prospective patient any aspect of the
patient's dental condition, any proposed treatments or treatment
alternatives whether covered by a Plan or not, policy provisions
of a Plan, or Dentist's personal recommendation regarding
selection of a dental plan based on Dentist's personal knowledge
of the dental needs of such Member. Dentist shall not be
prohibited from protesting or expressing disagreement with a
medical decision or medical policy of PacifiCare.
C. Except as otherwise expressly stated in this Second Amendment, the terms
and conditions of the Agreement are hereby ratified and affirmed, and
shall remain in full force and effect. Notwithstanding anything to the
contrary contained in the Agreement, to the extent the terms and
provisions of this Second Amendment are inconsistent with, or conflict
with, the terms and conditions of the Agreement, the terms and
provisions of this Second Amendment shall govern and control.
IN WITNESS WHEREOF, this Second Amendment is effective on the date first
above shown.
PACIFICARE OF COLORADO, INC. DENTIST
By: ________________________ By: ________________________
Title: _____________________ Title: _____________________
