BLUE CROSS & BLUE SHIELD OF CONNECTICUT, INC.
VISION CARE CAPITATION AGREEMENT
THIS AGREEMENT is made and entered into between BLUE CROSS & BLUE
SHIELD OF CONNECTICUT, INC. ("BC&BS") for itself and as agent for each of its
Affiliates (defined below) and OPTICARE EYE HEALTH CENTERS, INC., (the "Group")
as of the Effective Date (defined herein).
PURPOSE
BC&BS contracts for itself and on behalf of its Affiliates with
employers, labor unions, trusts, administrators and other entities and
individuals to insure, administer, arrange or deliver health services for
Members (defined below); and
WHEREAS, BC&BS and the Group desire to enter into this Agreement
relating to the delivery of and compensation for Covered Services (defined
below).
In consideration of the mutual promises herein, the parties agree as
follows:
I. DEFINITIONS
Defined terms are stated below and in the Administrative Policies and
Procedures.
"Administrative Policies and Procedures" means the rules, policies and
procedures adopted by BC&BS that establish conditions relating to the delivery
of Covered Services as communicated to the Group from time to time.
"Affiliate" means any entity controlled directly or indirectly by BC&BS
and listed on Schedule A.
"BC&BS" means BC&BS on its own behalf and on behalf of its Affiliates,
which BC&BS represents as agent for purposes of this Agreement. Unless otherwise
stated or implied by the context, references to BC&BS shall be interpreted as
"BC&BS or an Affiliate."
"Covered Services" means (a) services of a Represented Provider or
where appropriate and consistent with his/her professional license, a
practitioner under the direct personal supervision of a Represented Provider,
and (b) laboratory tests and other diagnostic procedures performed by or under
the direction of a Represented Provider, that are provided to a BlueCare Family
Plan Member in accordance with this Agreement and are eligible for payment or
reimbursement under the applicable Plan.
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"Member" means any person who is eligible to receive Covered Services.
"Participating Provider" means a duly licensed provider including,
without limitation, a physician, a non-physician practitioner, a hospital, a
skilled nursing facility, a home health agency, a laboratory and a pharmacy,
that has, directly or indirectly, entered into a written agreement with BC&BS to
provide health services to Members.
"Payor" means a person or entity that is liable for funding payments
under a Plan.
"Plan" means any health plan that is sponsored, underwritten or
administered by BC&BS or by an entity with which BC&BS has agreed to provide
access to the network of Participating Providers, as any Plan may be amended
from time to time.
"Program" or "Product" means the health maintenance organization (HMO),
Preferred Provider Organization (PPO) or other types of health delivery models,
administrative services, Plan designs and product descriptions that are provided
or arranged by BC&BS and that are specifically described in the Administrative
Policies and Procedures.
"Represented Provider" means a licensed ophthalmologist, optometrist or
optician (a) who is employed by, associated with or otherwise represented by the
Group; (b) who is authorized by the Group to provide services pursuant to this
Agreement; (c) who has completed a HealthCare Professional Credentialing
Application; and (d) who has agreed with the Group to be subject to the
requirements of this Agreement to the extent applicable to the Represented
Provider.
"Utilization/Quality Management" means the processes, established by or
on behalf of a Payor, under which the access to, delivery, quality and
utilization of Covered Services are assessed and reviewed in terms of medical
necessity, efficiency, effectiveness, reasonableness of services and improved
health outcomes.
II. OBLIGATIONS OF THE PARTIES
A. Services
1. BC&BS, the Group and its Represented Providers shall act in
accordance with the terms of this Agreement. The Group agrees that payment in
full for his/her Covered Services shall be as set forth in Schedule B.
2. The Group, through its Represented Providers, shall provide Covered
Services in accordance with applicable laws and standards of care and skill
prevailing in the Group's practice
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community. They shall provide Covered Services at locations acceptable to BC&BS
and so as to provide convenient and timely service to Members. The Group may
discontinue any location(s) upon thirty (30) days' prior written notice to BC&BS
provided that convenient and timely service to Members is not interrupted. The
Group shall at all times maintain a sufficient number of Represented Providers
to provide convenient access for Members. BlueCare shall work in conjunction
with the Group in order to determine whether an adequate number of Represented
Providers are being maintained by the Group. However, final determination as to
whether there is an adequate number shall be made by BlueCare in its sole
discretion. To assure continuity of care for Members, the Group, through its
Represented Providers, shall provide necessary services to Members seven (7)
days per week, national holidays excepted, for all services covered under this
Agreement except for routine eye care- services.
3. The Group and its Represented Providers shall provide Covered
Services in the same manner and as promptly as services provided to other
patients. They shall not discriminate in the treatment of any Member on the
basis of race, color, national origin, religion, sex, marital status, health
status, sexual orientation, age or source of payment.
4. BC&BS shall, as applicable, conduct Utilization/Quality Management
and administer Covered Services without discriminating against a Member on the
basis of race, color, national origin, religion, sex, marital status, health
status, sexual orientation or age.
5. The Group shall require the Represented Provider who is a physician
to (i) maintain medical staff membership in good standing at one or more
hospitals that are a Participating Provider; and (ii) maintain clinical
privileges consistent with the practice of his/her specialty. The Group shall
require each Represented Provider to refer Members for health services other
than Covered Services to Participating Providers designated in the Plan or
Program except as otherwise described in the Administrative Policies and
Procedures or as otherwise required by law.
6. BC&BS shall identify Participating Providers to the Group, its
Represented Providers, Payors and Members in directories or other such formats
as BC&BS determines is reasonably appropriate.
7. The Group and its Represented Providers shall be bound by and comply
with the provisions of applicable state and federal laws, the Administrative
Policies and Procedures and Utilization/Quality Management.
8. BC&BS shall communicate the Administrative Policies and Procedures
to the Group, including up-to-date information concerning Programs, applicable
levels of benefits, and copayment, coinsurance and deductible amounts applicable
to each Member.
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9. BC&BS shall contract, directly or indirectly, with Payors who agree
to pay in accordance with this Agreement for Covered Services rendered by the
Group and its Represented Providers. Upon specific request by the Group, BC&BS
shall identify designated Payor responsible for payment of Covered Services to a
specific Member.
10. Upon written request by BC&BS, the Group shall prohibit a
Represented Provider from continuing to provide services to members under this
Agreement. The Group shall take action within thirty (30) days of its receipt of
BC&BS' request, unless BC&BS requests immediate action by the Group.
B. Compensation and Billing
1. BC&BS shall secure the agreements of Payors to compensate the Group
for Covered Services as described in Schedule B hereto, subject to the Member's
payment obligations under the applicable Plan or Program. The Group agrees to
accept the compensation described in this Agreement and Schedule B as payment in
full for Covered Services rendered by the Group and its Represented Providers.
2. The Group and its Represented Providers shall look solely to
designated Payor for compensation for Covered Services and under no
circumstances, included but not limited to non payment by Payor, BC&BS'
insolvency or breach of this Agreement shall they render a xxxx or charge to any
Member except (i) applicable copayments, deductibles and coinsurance; (ii) for
services that are not medically necessary or are otherwise not Covered Services,
provided that they obtain the consent of the Member before providing such
service; or (iii) for services provided after the individual ceases to be a
Member. This paragraph shall survive termination of this Agreement for any
reason and shall be construed to be for the benefit of Members.
3. The Group shall submit to BC&BS within twenty (20) days after the
end of each month during the term hereof, a monthly Covered Services tape
(itemized by Member) in the format specified by BC&BS detailing the number of
Covered Services performed for Members during such month; the date of services;
the appropriate CPT or HCPCS procedure code; the ICD-9-M code and description of
such Covered Services; the name and provider number of the Represented Provider;
the current published patient charge of the Group for such Covered Services; and
such other data and information as BC&BS may reasonably request. This tape shall
be furnished only for Covered Services provided to Members who are shown on the
membership file for such month submitted to the Group by BC&BS. All data
provided on this tape shall have an accuracy rate of 97%. If the Covered
Services tape is not received by BC&BS within thirty (30) days after the end of
the month, BC&BS shall have the right to retain fifteen (15%) of the next
payment to the Group until receipt of such tape.
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4. When designated Payor is secondary under applicable nonduplication
of benefit rules, Payor will pay no greater amount than the amount owing for
Covered Services under this Agreement. If, with respect to any Member the Group
recovers any amount for Covered Services from a primary payor, then designated
Payor may deduct such amount from the amount due to the Group by Payor with
respect to any other Member. The Group agrees that it will not xxxx BC&BS as
secondary payor for any Covered Services for which BC&BS is the primary payor
provided, however, that this provision shall not be construed to reduce a
Member's benefits under any Plan.
C. Program Identification and Participation
1. BC&BS shall establish a system of Member identification to
communicate to the Group and its Represented Providers the Member's Program and
such other information as BC&BS deems appropriate.
2. BC&BS shall establish and maintain a system by which the Group may
obtain eligibility and general coverage information concerning Members.
3. BC&BS shall notify the Group either upon the execution of this
Agreement or at least thirty (30) days in advance of the commencement of the
Group's participation in a Program or Product in which the Group did not
previously participate pursuant to this Agreement. The Group and its Represented
Providers agree to participate in each Program or Product described in such
notice or notices.
D. Records and Recordkeeping
1. BC&BS and the Group agree that clinical records of Members shall be
regarded as confidential and both shall comply with all applicable federal and
state laws regarding such records.
2. The Group and its Represented Providers will maintain medical,
financial and administrative records concerning services provided to Members and
will keep these records for at least five (5) years from the date the service
was rendered. They agree that BC&BS or Payors, their authorized representatives,
and duly authorized third parties such as governmental or regulatory agencies,
will have the right to inspect, review and receive copies of records directly
related to services rendered to Members, upon reasonable notice, during regular
business hours. The Group or its Represented Providers will use its or their
best efforts to obtain any necessary releases from Members with respect to their
records and the information contained therein.
E. Notice of Changes
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The Group shall notify BC&BS in writing within seven (7) days after the
occurrence of:
(i) A change of the Group's business address or of any
Represented Provider's address, including any relocation or elimination
of a location described in Section II.A.2.;
(ii) Any action taken to restrict, suspend or revoke the
Group's professional license or certificate or the license of any
Represented Provider;
(iii) Any action to restrict, suspend or revoke any
Represented Provider's staff privileges;
(iv) Any action brought against the Group or a Represented
Provider for malpractice and the final disposition of such action by
settlement or adjudication;
(v) The termination, reduction or cancellation of the
insurance coverages required under this Agreement;
(vi) Any criminal action against the Group or a
Represented Provider; or
(vii) Any other situation which might materially affect the
Group's or a Represented Provider's ability to carry out the duties
under this Agreement or to meet any credentialing criteria.
F. Utilization/Quality Management
1. The Group and its Represented Providers shall cooperate with BC&BS
in its conduct of Utilization/Quality Management including, without limitation,
Quality Management site visits. The Group agrees that payment for any claim may
be reduced or denied if BC&BS or its designee makes a Utilization/Quality
Management determination that health care services provided by the Group or a
Represented Provider were not Covered Services because they were not medically
necessary or were otherwise not eligible for payment under the applicable Plan.
The Group will be obligated to reimburse Payor either directly as specified by
BC&BS or through a retroactive adjustment against other payments due to the
Group if a claim was previously paid and is later determined not to be medically
necessary or to be otherwise ineligible for payment under the applicable Plan.
2. BC&BS shall maintain and communicate to the Group a procedure for
the appeal of Utilization/Quality Management decisions.
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3. In such circumstances that BC&BS deems appropriate, BC&BS agrees to
communicate to the Group Utilization/Quality Management information concerning
Covered Services rendered by Represented Providers.
G. Review and Audit
1. The Group and each Represented Provider agree that BC&BS may audit
their books and records related to Covered Services.
2. BC&BS shall provide reasonable advance notice of an audit. BC&BS
shall give due regard to the nature of the Group's or a Represented Provider's
business such that BC&BS does not unreasonably interfere with their professional
practice during an audit. The Group acknowledges that BC&BS is required by
Payors to verify that Covered Services are rendered and paid in accordance with
Program and Plan requirements and the Group and its Represented Providers agree
to cooperate with BC&BS in the audit.
3. The action that BC&BS may take as a result of an audit include, but
are not limited to: consultation with the Group, re-audit, withholding of
payments to the Group, demand for immediate payment of all sums determined to be
owed to it by the Group and the institution of action to collect such sums,
and/or suspension or termination of this Agreement. If BC&BS determines that it
has paid a claim to the Group which does not comply with this Agreement, BC&BS
may set off the amount of the claim from any future payment(s) that would
otherwise be due to the Group under this Agreement. If BC&BS determines that the
Group was underpaid under the terms of this Agreement, BC&BS shall notify Payor
to compensate the Group in accordance with BC&BS' findings.
H. Insurance
1. The Group shall obtain and maintain throughout the term of this
Agreement general and professional liability coverage in form and amount
acceptable to BC&BS and shall give BC&BS a certificate of insurance evidencing
such coverage upon request.
2. The Group shall require each Represented Provider to maintain such
coverages in form and amount acceptable to BC&BS and shall provide evidence of
such insurance to BC&BS upon its request.
I. Representations
1. The Provider Credentialing Applications submitted by or on behalf of
each Represented Provider are expressly incorporated by reference into this
Agreement. The Group and each Represented Provider represent and warrant that
the information set forth therein is true
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and correct. The Group shall promptly notify BC&BS of any changes in the
information contained in any Provider's Credentialing Application within thirty
(30) days of such change.
2. The Group represents and warrants that only Represented Providers
will be allowed to provide Covered Services.
3. The Group represents and warrants that it is authorized to act on
behalf of its Represented Providers and will provide evidence of its authority
upon request.
4. The Group will provide evidence of Represented Providers' agreement
to abide by the terms of this Agreement upon request.
5. The representations and warranties set forth herein shall continue
throughout the term of this Agreement.
III. TERM AND TERMINATION
A. Term of Agreement
This Agreement shall begin on September 1, 1995 (the "Effective
Date")and shall terminate as of September 1, 1997 unless sooner terminated as
provided under this Agreement. The term of the Agreement may be extended by the
Group until September 1, 1998 by providing written notice to BC&BS no later than
May 1, 1997 provided that at the time of such notice, the Group is not in breach
of its obligations under this Agreement by the Group,.
B. Termination
1. For Cause. This Agreement may be terminated for cause as
follows:
(a) Immediately upon written notice by a party, in the event
that another party becomes insolvent or is the subject of a voluntary
or involuntary bankruptcy or similar proceeding;
(b) Immediately if the Group is prohibited from participating
in the Medicare or Medicaid programs under Title XVIII or XIX of the
Social Security Act, either permanently or for a stated period of time;
(c) Immediately by BC&BS upon written notice in the event that
the Group or its Represented Providers have had its/his/her/their
licenses suspended or revoked, have had staff privileges restricted,
suspended or terminated (other than as a temporary
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administrative sanction), have had any policy of insurance required
under this Agreement terminated or cancelled or has committed fraud or
other claims abuses;
(d) By BC&BS upon thirty (30) days' prior written notice if it
determines that the Group or its Represented Providers have a pattern
and practice of inappropriate utilization or have materially violated
any of the Administrative Policies and Procedures or
Utilization/Quality Management; or
(e) By any party if the other party has breached any provision
of this Agreement and such breach has not been cured within thirty (30)
days after receipt of notice of the breach.
2. Without Cause. This Agreement may be terminated by any party without
cause upon one hundred twenty (120) days' prior written notice to the other
parties.
C. Rights and Obligation Upon Termination
1. Upon termination of this Agreement for any reason, the rights and
obligations of each party hereunder shall terminate, except as otherwise
provided in this Agreement or the Administrative Policies and Procedures. Any
such termination shall not relieve BC&BS or the Group from obligations arising
under this Agreement prior to the effective date of termination.
2. In the event of the dissolution or insolvency of an HMO Payor, the
Group and its Represented Providers agree to continue to provide Covered
Services to such HMO's Members until the Member becomes covered under another
health benefit plan or until the date for which premiums or other payments by or
on behalf of the Member have been made, whichever occurs first, at no charge to
the Member other than amounts payable by the Member under his/her HMO Plan. This
provision will survive the termination of this Agreement, regardless of the
reason for termination.
IV. MISCELLANEOUS PROVISIONS
A. Effect of Agreement
1. BC &BS is entering into this Agreement in its individual capacity
and as the duly authorized agent of each of its Affiliates. Each Affiliate,
however, is deemed to be a full party to this Agreement and will be solely
responsible for the performance of its obligations under this Agreement with
respect to its Members.
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2. This Agreement contains all the terms and conditions agreed upon by
the parties to this Agreement and supercedes all other agreements of the
parties, oral or otherwise, regarding the provision of Covered Services.
3. The Group shall secure each Represented Provider's authorization for
any hospital at which he/she has staff privileges to provide BC&BS with
notification of any action taken against his/her staff privileges, any report
filed with the National Practitioner Data Bank with respect to him/her, any
professional negligence action brought against him/her or any other situation
which would materially affect a Represented Provider's ability to carry out
his/her duties and obligations under this Agreement.
B. Amendment
BC&BS and/or any Affiliate may amend this Agreement by providing prior
written notice to the Group. The Group may object in writing to any such
proposed amendment within thirty (30) days following receipt of notice; failure
to object shall constitute the Group's acceptance thereof.
C. Use of Name
The Group agrees that the Group's and each Represented Provider's name,
addresses and other relevant information may be included in literature
distributed to Members, Payors, Participating Providers, prospective Payors and
prospective Members.
D. Blue Cross and Blue Shield Association
The Group acknowledges that this Agreement constitutes a contract
between the Group and BC&BS or any Affiliate, that BC&BS is an independent
corporation operating under a license with the Blue Cross and Blue Shield
Association, an association of independent Blue Cross and Blue Shield Plans (the
"Association") permitting BC&BS to use the Blue Cross and/or Blue Shield Service
Xxxx in the State of Connecticut, and that BC&BS is not contracting as the
agent of the Association. The Group further acknowledges and agrees that it has
not entered into this Agreement based upon representations by any person, entity
or organization other than BC&BS and that no person, entity or organization
other than BC&BS will be held accountable or liable to the Group for any of
BC&BS' obligations to the Group created under this Agreement.
E. Independent Contractors
The relationship between the parties is that of independent
contractors. None of the provisions of this Agreement is intended to create, nor
will be construed to create, an agency, partnership or joint venture
relationship between the parties. No party to this Agreement nor any
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of their respective officers, members or employees, will be deemed to be the
agent, employee or representative of another party by virtue of this Agreement.
F. Proprietary Information
The Group agrees that all proprietary information that the Group
receives from BC&BS, including but not limited to data, reimbursement methods
and rates, network information, trade secrets, programs, systems, work product
and other documentation, is the sole property of BC&BS. The Group further agrees
to keep this proprietary information strictly confidential, except as disclosure
to Represented Providers may be necessary in which event each such Represented
Provider shall keep such information strictly confidential.
G. Assignment and Delegation of Duties
Neither BC&BS nor the Group may assign duties, rights or interests
under this Agreement unless the other party so consents in writing provided,
however, that any reference to BC&BS herein shall include any successor in
interest and that BC&BS may assign its duties, rights and interests under this
Agreement in whole or in part to any Affiliate or may delegate any and all of
its duties in the ordinary course of business. The Group may delegate any or all
of its duties under this Agreement in the ordinary course of its business
provided that any such delegation shall require the prior consent of BC&BS
provided further, that such delegation shall not relieve the Group of any of its
obligations under this Agreement.
H. Notice
Any notice required to be given must be in writing and be sent via U.S.
mail or a recognized courier service or may be hand delivered to the Group at
the address described on the signature page of this Agreement and to BC&BS
and/or an Affiliate at the address listed below:
Blue Cross & Blue Shield of Connecticut, Inc.
Professional Relations Department
X.X. Xxx 000
000 Xxxxxxx Xxxx
Xxxxx Xxxxx, Xxxxxxxxxxx 00000
Any party may change its address for notice purposes by written notice
to the other party and such change will be effective upon receipt.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
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THE GROUP BLUE CROSS & BLUE SHIELD OF
CONNECTICUT, INC. FOR ITSELF AND AS
AGENT FOR AFFILIATES
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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(signature of corporate officer)
Name: Xxxx Xxxxxxxxx Title: Vice President
-------------------------------- ----------------------------
(print name of corporate officer)
Title: President Date: 10-23-95
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Group Name: Opticare Eyeheath Centers, Inc.
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(print name of group)
Group/Corporate Tax
Identification No.:
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