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"CONFIDENTIAL TREATMENT REQUESTED BY
VISION TWENTY-ONE, INC."
EXHIBIT 10.19
ANCILLARY PROVIDER PARTICIPATION AGREEMENT
1. Parties
HUMANA MEDICAL PLAN, INC., HUMANA HEALTH PLAN OF FLORIDA, INC.
(Florida health maintenance organizations) and HUMANA HEALTH INSURANCE COMPANY
OF FLORIDA, INC. (a Florida insurance company) and HUMANA INSURANCE COMPANY (an
insurance company) and their affiliates, are collectively referred to in this
Agreement as "HUMANA", and Vision 21 an ANCILLARY PROVIDER licensed under the
laws of the State of Florida (hereinafter "PROVIDER") agree as follows:
2. Parties are Independent Contractors
In performance of the duties and obligations of each of the parties of
this Agreement and in regard to any services rendered or performed for Members
by either parry, it is mutually understood and agreed that HUMANA and PROVIDER
are at all times acting and performing as independent contractors and that
neither party shall be considered the agent, servant, or employee of, or joint
venturer with the other party.
3. Scope of the Agreement
3.1 This Agreement shall apply to health care services, as defined
in Paragraph (4) below, rendered to covered persons (hereinafter referred to as
"Members") under designated HUMANA contracts, and to all individuals covered
under designated self-
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insured employer and employer trust contracts whose claims are either
administered by HUMANA or where HUMANA administers the provider network for
another third party payor issuing and administering the contract. This
Agreement applies only to those contracts and to those Members designated by
HUMANA.
3.2 The joinder of these companies under the designation "HUMANA"
shall not be construed as imposing joint responsibility or a cross-guarantee.
All rights and responsibilities arising in respect to individual Member shall
be applicable to only the company which issued the contract covering the
respective Member and may not be imposed on or enforced by the other company.
Further, with respect to self-insured contracts, HUMANA'S responsibilities are
limited to those of administration claims processing. Ultimate responsibility
remains with self-insured payor.
4. PROVIDER Services
PROVIDER will provide PROVIDER Services to Members of HUMANA as a
participating PROVIDER, in consideration of the covenants, agreements, and
promises in this Agreement. For purposes of this Agreement, PROVIDER Services
shall have the meaning given in Attachment A. PROVIDER agrees to perform its
duties and obligations at all times in accordance with acceptable medical and
professional standards.
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5. Coverage Under HUMANA Contracts
5.1 HUMANA shall maintain an authorization procedure for PROVIDER
to verify coverage of Members under a HUMANA contract. PROVIDER agrees to
verify coverage of Members with HUMANA prior to rendering any PROVIDER
Services.
5.2 Notwithstanding Paragraph 5.1, PROVIDER understands that no
benefits for PROVIDER Services expenses, incurred by Members will be paid by
HUMANA except for PROVIDER Services covered under HUMANA'S applicable contract
at the time such services are rendered.
5.3 HUMANA reserves the right to review Members' medical records
in accordance with Paragraph (12) below to determine if the care rendered or
proposed is medically necessary and no payment will be made for medically
unnecessary PROVIDER Services.
6. Hold Harmless Clause
6.1 PROVIDER hereby agrees that in no event, including, but not
limited to non-payment by HUMANA, HUMANA insolvency or breach of this
Agreement, shall PROVIDER xxxx, charge, collect a deposit from, seek
compensation, remuneration or reimbursement from, or have any recourse against
Member or persons other than HUMANA acting on their behalf for services
provided pursuant to this Agreement. This provision shall not prohibit
collection of supplemental charges or copayments on HUMANA'S behalf made in
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accordance with the terms of this Agreement between HUMANA and Member.
6.2 PROVIDER further agrees that (1) this provision herein 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 (2) this provision supersedes any oral or written contrary agreement now
existing or hereafter entered into between PROVIDER and Member or persons
acting on their behalf.
6.3 Any modification, addition, or deletion to the provisions of
this section shall become effective on a date no earlier than fifteen (15) days
after the Commissioner of Insurance has received written notice of such
proposed changes.
7. PROVIDER Charges
7.1 All PROVIDER Services provided by PROVIDER under this
Agreement shall be billed to HUMANA and paid by HUMANA according to the payment
method set out in Attachment B. PROVIDER agrees to collect all deductibles and
co-payments required for PROVIDER Services directly from the Members, and
shall not waive, discount or rebate any such deductibles and co-payments.
7.2 In the event that PROVIDER establishes a rate increase for its
usual and customary charges, PROVIDER agrees that during
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any one year term that this Agreement is in effect, PROVIDER shall discount
these rates to HUMANA so that no higher payment shall be paid by HUMANA than it
would have paid had such rate increase not taken place.
7.3 PROVIDER agrees to notify HUMANA in writing of the date and
amount of any increase in its usual and customary charges no later than the
effective date of the increase.
7.4 HUMANA shall have the right to conduct, or have conducted by a
third party, audits and evaluations, from time to time of all billing and
financial records of PROVIDER related to the PROVIDER Services provided to any
Member.
8. Confidentiality
PROVIDER and HUMANA agree to maintain in strict confidentiality the
contents of Attachment B and agree not to disclose the contents of Attachment B
to any third party, except pursuant to a valid court order or when disclosure
of the contents of Attachment B is required by a governmental agency any
participating physician who maintains financial risk for PROVIDER Services
pursuant to a separate contract with HUMANA or any self-insured employer group
or trust or any third party administrator who is under contract with HUMANA.
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9. Billing Procedures
9.1 PROVIDER shall prepare and submit to HUMANA, according to the
billing procedures established by HUMANA, encounter and billing information for
Members who have received PROVIDER Services. PROVIDER shall use the standard
encounter and billing forms required by or agreed to by HUMANA.
9.2 HUMANA will deduct any non-covered service and copayment or
deductible amounts required by the applicable HUMANA contract from payments due
PROVIDER and HUMANA. Deductibles for the non-covered service and copayment
amounts will be determined on the basis of the applicable Member contract.
9.3 When any payment for PROVIDER Services has been made by HUMANA
in an amount that exceeds the maximum benefits available to a Member or
whenever HUMANA has made a payment to the PROVIDER in error for services not
covered by Members' applicable contracts, HUMANA shall have the right to
recover such payment from the PROVIDER. HUMANA reserves the right to deduct
overpaid amounts from any pending claim submitted for payment by the PROVIDER,
and PROVIDER agrees to xxxx directly the Member on whose behalf the overpayment
was made.
10. Records to Be Kept
10.1 PROVIDER shall maintain standard medical records on all HUMANA
Members receiving PROVIDER Services in a form and for time
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periods required by applicable state and federal laws, and licensing and
reimbursement entities.
10.2 PROVIDER agrees to use its best efforts to obtain
authorization from Members to release medical records to HUMANA.
10.3 In accordance with Member authorization, HUMANA shall have the
right to inspect, review, and make copies of such records upon request. HUMANA
agrees to pay cost of such copies at PROVIDER'S usual and customary charges but
not to exceed $.25 per page.
10.4 PROVIDER and HUMANA agree to maintain the confidentiality of
information contained in the medical records of Members.
11. Non-Discrimination Clause
PROVIDER agrees to provide necessary PROVIDER Services covered under
HUMANA for Members which are within the normal scope of PROVIDER'S practice.
These services shall be accessible to Members, and made available to them,
without discrimination and in accordance with accepted professional practices
and standards applicable to PROVIDER'S other patients.
12. Quality and Utilization Review Data Requested by HUMANA
12.1 PROVIDER agrees to participate in HUMANA'S utilization review
program, Humana Medical Quality Cost Management. PROVIDER
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agrees to comply with HUMANA policies and procedures and to provide data
requested by HUMANA in order for HUMANA to conduct quality and utilization
review activities concerning HUMANA Members.
12.2 PROVIDER agrees to obtain from Members authorization for
HUMANA'S review personnel to have access to Members during their term of
treatment and to Members' medical records, and pursuant to such authorization,
provide HUMANA'S review personnel access to Members and their medical records.
PROVIDER further agrees to provide HUMANA review personnel access to PROVIDER
and personnel during term of treatment.
12.3 PROVIDER agrees to provide quality PROVIDER Services which are
appropriate and medically necessary and to adequately document in medical
records those Services rendered to Members.
12.4 PROVIDER understands that HUMANA shall make no payment for
PROVIDER Services rendered to Members which are, in the opinion of HUMANA,
determined to be medically unnecessary. "Medical Necessity" (or "Medically
Necessary") shall mean services or supplies provided by a PROVIDER to treat an
illness or injury and which, in the opinion of HUMANA are: (1) consistent with
the symptoms, diagnosis and treatment of the condition, disease, ailment or
injury; (2) appropriate with regard to standards of good medical practice; (3)
not primarily for the convenience of the
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patient; and (4) the most appropriate supply or level of service which can
safely be provided to the patient.
13. Grievance Procedure
PROVIDER agrees to cooperate and participate with HUMANA in its
grievance procedure and PROVIDER will comply with all final determination
rendered by the peer review or grievance mechanism which HUMANA shall
establish.
14. Marketing
14.1 PROVIDER consents to the use of PROVIDER'S name in any
marketing and advertising literature or media presentations describing HUMANA'S
health plans, which are developed and disseminated by HUMANA to Members,
employers, the general public, and other health care providers.
14.2 PROVIDER reserves the right to review any such marketing
materials prior to their dissemination upon its request.
14.3 PROVIDER shall not advertise or utilize any marketing
material, logos, tradenames, service marks, or other materials belonging to
HUMANA without HUMANA'S written consent.
15. Term
15.1 The term of this Agreement shall be one year, commencing on
1/1/96. This Agreement shall automatically renew for subsequent
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one year terms unless either party gives the other party written notice of
nonrenewal at least one hundred twenty (120) days prior to the end of the
initial term or any renewal or extension thereof.
15.2 Notwithstanding Section 15.1 above, either party may terminate
this Agreement without cause by giving the other party written notice of
termination at any time at least one hundred twenty (120) days prior to the
effective termination date. Such notice shall comply with the requirements set
forth in Paragraph 21 below.
15.3 PROVIDER may terminate this Agreement for cause, but only
after written notice to HUMANA and the Florida Department of Insurance, Bureau
of Specialty Insurers, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000-0000
and providing at least one hundred twenty (120) days in which HUMANA may avoid
termination by curing the default.
15.4 This Agreement as it applies to Humana Medical Plan, Inc.
and Humana Health Plan of Florida, Inc. is subject to review by the Florida
Department of Insurance pursuant to Florida Statute 641.234 and shall be
cancelled upon issuance of an order by the Department pursuant to this Statute.
The issuance of an order by the Florida Department of Insurance will not effect
a termination of the entire Agreement which shall remain in full force and
effect with respect
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to the other Humana companies and product lines contemplated in this Agreement.
15.5 However, upon termination, PROVIDER agrees to render PROVIDER
Services to any Members under care of PROVIDER on the date of termination, and
HUMANA agrees to pay for such PROVIDER Services until such Members are
discharged or transferred from PROVIDER'S care.
16. PROVIDER'S Insurance
PROVIDER, at its sole cost and expense, shall procure and maintain for
the term of this Agreement such policies of comprehensive general liability,
professional liability, and other insurance as should be necessary to insure
PROVIDER against any claim or claims for damages arising by reason of personal
injuries or death occasioned directly or indirectly in connection with the
performance of any PROVIDER Services pursuant to this Agreement. Such policies
shall provide a minimum of one million dollars ($1,000,000) per claim.
PROVIDER shall furnish HUMANA such reasonable proof that PROVIDER has obtained
adequate insurance as shall be requested by HUMANA upon execution of this
Agreement and at any time during the term of this Agreement. PROVIDER further
agrees to and hereby does indemnify, defend, and hold harmless HUMANA from and
against any and all claims, judgements, costs, liabilities, damages, and
expenses, including reasonable attorneys'
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fees, whatsoever arising from any acts or omissions in the provision of
PROVIDER Services by PROVIDER under this Agreement.
17. HUMANA'S Insurance
HUMANA, at its sole cost and expense, shall procure and maintain for
the term of this Agreement, such policies of comprehensive general liability
and other insurance as shall be necessary to insure HUMANA against any claim or
claims for damages arising in connection with the performance of HUMANA'S
responsibilities under this Agreement. Such policies shall provide a minimum
of one million dollars ($1,000,000) per claim. HUMANA shall furnish PROVIDER
such reasonable proof that HUMANA has obtained adequate insurance as shall be
requested by PROVIDER upon execution of this Agreement and at any time during
the term of this Agreement. HUMANA further agrees to and hereby does
indemnify, defend, and hold harmless the PROVIDER from and against any and all
claims, judgements, costs, liabilities, damages, and expenses, including
reasonable attorneys' fees, whatsoever arising in connection with any acts or
omissions by HUMANA in the performance of its obligations under this Agreement.
18. Malpractice Claims
PROVIDER agrees to notify HUMANA in writing within ten (10) days or
such lesser period of time as required by the applicable statute of this State
of any malpractice claim filed against PROVIDER involving a HUMANA Member.
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19. Incorporation of Attachments
Attachments A, B, and C are incorporated by reference into, and made a
part of, this Agreement.
20. Approval
This Agreement shall not be effective or legally binding until it has
been approved by the Regional Vice President of HUMANA or designee.
21. Notice
Any notice required or desired to be given under this Agreement shall
be in writing and shall be delivered in person or mailed by Certified Mail or
delivered by other commercial means of delivery, postage pre-paid return
receipt requested, to the other party at the address set forth below or at such
other address as a party may designate by notice given in accordance with these
provisions. Any such notice shall be effective upon date of hand delivery or
date of mailing.
HUMANA: HUMANA HEALTH CARE
PLANS 0000 X. XXXXXXX XXXX.,
XXXXX 000 XXXXX, XXXXXXX
00000 ATTN: REGIONAL
VICE-PRESIDENT
COPY TO: HUMANA INC.
X.X. XXX 0000 XXXXXXXXXX, XXXXXXXX
00000 ATTN: LAW DEPARTMENT
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PROVIDER: Vision 21
0000 Xxxxx Xxxxx Xxxx
Xxxxx, Xxxxxxx 00000
ATTN: ADMINISTRATION
__________________________
FEDERAL TAX I. D. NUMBER
22. Choice of Law
This Agreement and any rights and obligations hereunder shall be
governed by the laws of the State of Florida.
23. More Favorable Agreements
If during the term of this Agreement, the PROVIDER enters into any
contract or other arrangement under which the PROVIDER renders PROVIDER
Services at a discount rate, differential, or other allowance far a comparable
volume of admissions which is more favorable than the payment method set out in
Attachment B, then the PROVIDER shall immediately notify HUMANA, in accordance
with Paragraph 21, and HUMANA shall be entitled to such discount rate,
differential, or other allowance effective as of the effective date of such
contract or arrangement. This Paragraph shall not apply to PROVIDER Services
provided under any government program.
24. Assignment
Neither this Agreement, nor any right or obligation hereunder, may be
assigned by PROVIDER without the prior, express written consent of HUMANA.
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25. No Third Party Beneficiaries Created By Agreement
The parties have not created and do not intend to create by this
Agreement any rights and any third parties under this Agreement, including, but
not limited to, covered Members. The parties acknowledge and agree there are
no third party beneficiaries to this Agreement.
26. Patient Self Determination Act
The PROVIDER acknowledges and agrees to comply with the laws of
Florida respecting advance directives as defined in the Patient Self
Determination Act (P.L. 101-508). An advance directive, being for example a
living will or a durable power of attorney in which an individual makes
decisions concerning such medical care, including the right to accept or refuse
medical or surgical treatment.
27. Entire Agreement
This Agreement constitutes the entire understanding between HUMANA and
PROVIDER and supersedes and voids any previous whether oral or written, entered
into between the parties. No change, amendment, or alteration of this
Agreement shall be effective or legally binding unless executed in writing and
signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers.
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WITNESS: PROVIDER
/s/ By: /s/
---------------------------- --------------------------------
Title: President
Date:
-----------------------------
WITNESS: HUMANA
---------------------------- By: /s/ Xxxxx Law
--------------------------------
Humana Medical Plan, Inc.
Humana Health Plan of
Florida, Inc.
Humana Health Insurance
Company of Florida, Inc.
Humana Insurance Company
Title: AEC Network
Date:
------------------------------
APPROVAL:
/s/ Xxxxx Law
-----------------------------------
HUMANA Regional Vice-President
or designee
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ATTACHMENT A
PROVIDER agrees to provide the following services to Members of HUMANA:
All services offered by PROVIDER specifically Optometry (Eye Exams) and
Ophthalmology.
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PROVIDER AMENDMENT
THIS AMENDMENT is entered into by and between Humana Medical Plan,
Inc. and Humana Health Plan of Florida, Inc. (health maintenance organizations)
and Humana Insurance Company (an insurance company) and their affiliates
(hereinafter "HUMANA") and Vision 21 (hereinafter "PROVIDER").
WITNESSETH
WHEREAS, HUMANA and PROVIDER entered into a Provider Agreement
(hereinafter the "Agreement") pursuant to which PROVIDER agreed to provide
Services to HUMANA Members at negotiated rates; and
WHEREAS, HUMANA and PROVIDER desire to amend the Agreement as follows:
From the date of execution of this Amendment, the Delegation of
Quality Management Program Amendment to the Agreement is deleted in
its entirety, with the sole exception of the "Indemnification"
provision, which shall survive for a period of time no less than the
applicable Statute of Limitations.
Except as specifically amended hereby, the terms and conditions of the
Agreement remain the same.
The parties have executed this Amendment to be effective __________
HUMANA PROVIDER
By: /s/ By: /s/
--------------------------- -------------------------
Title: Executive Director Title: Sr. Vice President
------------------------ ----------------------
Date: Date:
------------------------- -----------------------
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"CONFIDENTIAL TREATMENT REQUESTED BY VISION TWENTY-ONE, INC."
ATTACHMENT B
PROVIDER shall be compensated for all covered PROVIDER services provided to
members of HUMANA under this agreement as follows:
Medicare HMO (Vision):
----------------------
Medicare VIS 703 (Premium Plan): ***PMPM
Medicare VIS 707 (Value Plan): ***PMPM
Medicare HMO (Ophthalmology):
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(Including Outpatient Facility and Anesthesia Services
Part A: ***PMPM
Part B: ***PMPM
Administrative Fee: ***PMPM
Commercial HMO/POS (Vision Rider - Eye Exam)
--------------------------------------------
VIS 100, 200, 202, 209: ***PMPM
VIS 300: ***PMPM
VIS 800: ***PMPM
VIS 920: ***PMPM
Commercial (Ophthalmology)
--------------------------
(Including Outpatient Facility and Anesthesia Services)
Part A: ***PMPM
Part B: ***PMPM
Administrative Fee: ***PMPM
* All Corneal Tissue (V2785) shall be reimbursed at cost. Invoice will be
attached to Claim Form.
*** CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
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"CONFIDENTIAL TREATMENT REQUESTED BY VISION TWENTY-ONE, INC."
ATTACHMENT B-1
PROVIDER shall also be compensated for all covered PROVIDER services provided
to members of HUMANA under this agreement as follows:
1. Provisions for "Optometry only," specifically, eye
examinations shall be added to the agreement for the following
centers:
CENTER #
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455 501
530 560
2087 2091
2105 2174
2191 2403
2. PROVIDER shall be reimbursed for services rendered to HUMANA
members of the above specified centers as follows:
Commercial HMO/POS (Vision Rider - Eye Exam)
--------------------------------------------
VIS 100, 200, 202, 209: ***PMPM
VIS 300: ***PMPM
VIS 800: ***PMPM
VIS 920: ***PMPM
Medicare HMO (Vision)
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VIS: 703 (Premium Plan): ***PMPM
VIS: 707 (Value Plan): ***PMPM
*** CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
