Contract
Note:
Portions of this exhibit indicated by [*] are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete, unredacted
copies of this exhibit have been filed with the Securities and Exchange
Commission as part of the Company’s confidential treatment request.
PARTIES
This
Physician Practice Management Participation Amendment is made and entered into
by and between:
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a.
|
MetCare
of Florida, Inc.
(hereinafter referred to as "PPM”),
a professional physician practice management organization licensed
and/or
organized under the laws of the State of Florida and the principals
of
said party, all of whom are listed on the original Participation
Agreement
Ownership Disclosure Statement (Attachment
A in the Participation Agreement);
AND
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|
b.
|
Humana
Medical Plan, Inc., (health maintenance organizations) and Humana
Health
Insurance Company of Florida, Inc. (a Florida insurance company)
and
Humana Insurance Company, Employers Health Insurance company (insurance
companies) and their affiliates who underwrite or administer health
plans.
All of said companies are collectively referred to in this Agreement
as
"HUMANA".
The joinder of these companies under the designation "HUMANA" shall
not be
construed as imposing joint responsibility or cross-guarantee between
or
among HUMANA companies.
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WHEREAS,
HUMANA
and
PROVIDER
entered
into a Participation Agreement (hereinafter "Agreement") pursuant to which
PROVIDER
agree to
provide Services to HUMANA
MEMBERS
at
negotiated rates; and
WHEREAS,
the
Agreement between HUMANA
and
PROVIDER
was
effective as of
January 1, 2000,
and all
subsequent amendments and WHEREAS,
HUMANA and
PROVIDER
desire
to amend the Agreement as follows with all else remaining the same:
ATTACHMENT
E
PPM
AND PPM PHYSICIAN REIMBURSEMENT
The
parties understand that this amendment expands this PPM contract beyond the
Daytona Service Area to include Baker, Clay, Xxxxx, Nassau, St. Xxxxx and Xxxxxx
counties in the State of Florida ( hereinafter referred to as the “Jacksonville
Service Area”),
as well
as Orange, Osceola, Seminole, (hereinafter referred to as Orlando
Service Area).
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1.
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PAYMENT
FOR MEMBERS ASSIGNED TO PPM PRIMARY CARE
PHYSICIANS
|
A:
PAYMENT AND FUNDING ARRANGEMENTS FOR COVERED SERVICES PROVIDED BY PPM PHYSICIANS
FOR THE DAYTONA SERVICE AREA EFFECTIVE January 1, 2008:
Payment
and Funding Table E-1
|
PRODUCT
|
Total
% of Premium Allocation (Funding) for
Part
A, Part B,
And
Stop-Loss Funds
|
Total
% of
Premium
Allocation
|
Part
A and B funds
split
PPM/
Humana*
|
Stop-Loss
Fund
Split:
PPM/Humana*
|
||||
|
Medicare
Advantage HMO
Daytona
|
For
Medicare Advantage HMO Members assigned to PPM Primary Care Physicians
84%
of
monies: (i) received from the CMS, (excluding Part D Low Income Subsidy
Premium), (ii) Medicare Advantage HMO Member premium (where applicable),
(iii) MedicareAdvantage Employer account premium (where applicable),
and
(iv) other sources as may be added by the CMS, or its successor (where
applicable)
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[*]%
|
[*]%
/ [*]%
|
[*]%
/ [*]%
|
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B:
PAYMENT AND FUNDING ARRANGEMENTS FOR COVERED SERVICES PROVIDED BY PPM PHYSICIANS
FOR THE JACKSONVILLE AND ORLANDO SERVICE AREAS EFFECTIVE
October 1, 2008:
Each
Primary Care Physician Center (hereinafter “Center”)
affiliated with PPM will be placed into one of three payment groups as set
forth
in Group A, B, or C Payment and Funding Arrangements as described below. PPM
will obtain written agreements from each Center outlining the agreed upon
contracting limitations as described in the group contracting limitation
provisions. Funding will be in accordance with the agreed upon contracting
limitation provisions as set forth in the Payment and Funding Table designated
for each payment group. All Centers will have a group assigned as of their
inception date, which PPM agrees shall be included in the written notification
from PPM to Humana when additional centers are added.
Group
A Contracting Limitations
(1) Provider
agrees not to: (a) enter into any new contract for the provision of services
to
Medicare Advantage members with any other health maintenance organization,
health insurance company, health benefits organization, prepaid health plan
or
similar entity providing prepaid health services and/or any affiliated companies
thereof with whom the Provider does not currently have any type of contract
and
who underwrite, administer, market or otherwise participate in the
MedicareAdvantage (formerly known as Medicare+Choice) program and have a
contract with the Centers for Medicare and Medicaid Services covering the
Jacksonville and Orlando Market Service areas, as previously described
(“MedicareAdvantage
Competitor”),
and (b)
accept for treatment any new patients enrolled in any MedicareAdvantage
Competitor.
(2) For
purposes of this “Contracting Limitations” provision a “new patient” is any
patient who as of the effective date of this Amendment had not been seen by
the
provider during the preceding one year.
(3) Provider
represents and warrants that the execution, delivery and performance of the
terms of this “Contracting Limitations” provision does not and will not
constitute a breach of any other contract to which Provider is
subject.
(4) The
parties agree that this “Contracting Limitations” provision does not in any way:
(a) require Provider to terminate his/her/its relationship with any
MedicareAdvantage Competitor or patient; or (b) restrict Provider’s ability to
treat patients, including those currently enrolled in a MedicareAdvantage
Competitor, on a self-pay and/or out-of-network and/or emergency basis; or
(c)
prohibit Provider from renewing any existing contract or arrangement with a
MedicareAdvantage Competitor; or (d) apply or relate to any of Provider’s
contractual relationships with health maintenance organizations, health
insurance companies, health benefits organizations, prepaid health plans or
similar entities providing coverage for health services and/or any affiliated
companies thereof as they apply to commercial or self-insured or Medicaid
programs or plans.
(5)
Should
Humana determine Provider has breached this “Contracting Limitations” provision,
Humana may recoup from the Provider the lesser of one year of the additional
capitation paid under Group A Table E-2 of this Amendment or the amount of
additional capitation paid from the effective date of this amendment through
the
date of Humana’s determination of breach.
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(6)
Upon
request, Center shall furnish documentation satisfactory to Humana demonstrating
that Center is in compliance with the “Contracting Limitations” provision
requirements. In addition, Center shall notify Humana as soon as reasonably
possible of its inability to comply with any of the “Contracting Limitations”
provision requirements. The Parties agree that as of the effective date of
said
notice of inability to comply, the reimbursement rate set forth in Group A,
Payment and Funding Table E-2 below shall change to the reimbursement rates
as
set forth in Group B, Payment and Funding Table E-3 or Group C, Payment and
Funding Table- E-4 as applicable.
Group
A Payment and Funding: Table E -2
|
PRODUCT
|
Total
% of Premium Allocation (Funding) for
Part
A, Part B,
And
Stop-Loss Funds
|
Total
% of
Premium
Allocation
|
Part
A and B funds
split
PPM/
Humana*
|
Stop-Loss
Fund
Split:
PPM/Humana*
|
||||
|
Medicare
Advantage HMO
Jacksonville
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For
Medicare Advantage HMO Members assigned to PPM Primary Care Physicians
84%
of
monies: (i) received from the CMS, (excluding Part D Low Income Subsidy
Premium), (ii) Medicare Advantage HMO Member premium (where applicable),
(iii) MedicareAdvantage Employer account premium (where applicable),
and
(iv) other sources as may be added by the CMS, or its successor (where
applicable)
|
[*]%
|
[*]%
/ [*]%
|
[*]%
/ [*]%
|
||||
|
Medicare
Advantage HMO
Orlando
|
For
Medicare Advantage HMO Members assigned to PPM Primary Care Physicians
85%
of
monies: (i) received from the CMS, (excluding Part D Low Income Subsidy
Premium), (ii) Medicare Advantage HMO Member premium (where applicable),
(iii) MedicareAdvantage Employer account premium (where applicable),
and
(iv) other sources as may be added by the CMS, or its successor (where
applicable)
|
[*]%
|
[*]%
/ [*]%
|
[*]%
/ [*]%
|
*Percentage
of surplus or deficit allocated to PPM / Humana as described.
Group
B Contracting Limitations
(1) Provider
agrees not to enter into any new contract for the provision of services to
Medicare Advantage members with any other health maintenance organization,
health insurance company, health benefits organization, prepaid health plan
or
similar entity providing prepaid health services and/or any affiliated companies
thereof with whom the Provider does not currently have any type of contract
and
who underwrite, administer, market or otherwise participate in the
MedicareAdvantage (formerly known as Medicare+Choice) program and have a
contract with the Centers for Medicare
and
Medicaid Services covering the Jacksonville and Orlando market service areas
as
previously described (“MedicareAdvantage
Competitor”).
(2)
Provider represents and warrants that the execution, delivery and performance
of
the terms of this “Contracting Limitations” provision does not and will not
constitute a breach of any other contract to which Provider is
subject.
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(3)
The
parties agree that this “Contracting Limitations” provision does not in any way:
(a) require Provider to terminate his/her/its relationship with any
MedicareAdvantage Competitor or patient; or (b) restrict Provider’s ability to
treat patients, including those currently enrolled in a MedicareAdvantage
Competitor, on a self-pay and/or out-of-network and/or emergency basis; or
(c)
prohibit
Provider from renewing any existing contract or arrangement with a
MedicareAdvantage Competitor; or (d) apply or relate to any of Provider’s
contractual relationships with health maintenance organizations, health
insurance companies, health benefits organizations, prepaid health plans or
similar entities providing coverage for health services and/or any affiliated
companies thereof as they apply to commercial or self-insured or Medicaid
programs or plans.
(4)
Should Humana determine Provider has breached this “Contracting Limitations”
provision, Humana may recoup from the Provider the amount of additional
capitation paid under Group B Table E-3 of this Amendment from the effective
date of this amendment through the date of Humana’s determination of
breach.
(5)
Upon
request, Center shall furnish documentation satisfactory to Humana demonstrating
that Center is in compliance with the “Contracting Limitations” provision
requirements. In addition, Center shall notify Humana twelve (12) months prior
to its inability to comply with any of the “Contracting Limitations” provision
requirements. The Parties agree that as of the effective date of said notice
of
inability to comply, the reimbursement rate set forth in Group B, Payment and
Funding Table E-3 below shall change to the reimbursement rates as set forth
in
Group C, Payment and Funding Table
E-4.
Group
B Payment and Funding: Table E-3
|
PRODUCT
|
Total
% of Premium Allocation (Funding) for
Part
A, Part B,
and
Stop-Loss Funds
|
Total
% of
Premium
Allocation
|
Part
A and B funds
split
PPM/
Humana*
|
Stop-Loss
Fund
Split:
PPM/Humana*
|
||||
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Medicare
Advantage HMO
Jacksonville
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For
Medicare Advantage HMO Members assigned to PPM Primary Care Physicians
83.5%
of
monies: (i) received from the CMS, (excluding Part D Low Income Subsidy
Premium), (ii) Medicare Advantage HMO Member premium (where applicable),
(iii) MedicareAdvantage Employer account premium (where applicable),
and
(iv) other sources as may be added by the CMS, or its successor (where
applicable)
|
[*]%
|
[*]%
/ [*]%
|
[*]%
/ [*]%
|
||||
|
Medicare
Advantage HMO
Orlando
|
For
Medicare Advantage HMO Members assigned to PPM Primary Care Physicians
84.5%
of
monies: (i) received from the CMS, (excluding Part D Low Income Subsidy
Premium), (ii) Medicare Advantage HMO Member premium (where applicable),
(iii) MedicareAdvantage Employer account premium (where applicable),
and
(iv) other sources as may be added by the CMS, or its successor (where
applicable)
|
[*]%
|
[*]%
/ [*]%
|
[*]%
/ [*]%
|
*Percentage
of surplus or deficit allocated to PPM / Humana as described.
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Group
C
Group
C Payment and Funding: Table E-4
|
PRODUCT
|
Total
% of Premium Allocation (Funding) for
Part
A, Part B,
and
Stop-Loss Funds
|
Total
% of
Premium
Allocation
|
Part
A and B funds
split
PPM/
Humana*
|
Stop-Loss
Fund
Split:
PPM/Humana*
|
||||
|
Medicare
Advantage HMO
Jacksonville
|
For
Medicare Advantage HMO Members assigned to PPM Primary Care Physicians
83%
of
monies: (i) received from the CMS, (excluding Part D Low Income Subsidy
Premium), (ii) Medicare Advantage HMO Member premium (where applicable),
(iii) MedicareAdvantage Employer account premium (where applicable),
and
(iv) other sources as may be added by the CMS, or its successor (where
applicable)
|
[*]%
|
[*]%
/ [*]%
|
[*]%
/ [*]%
|
||||
|
Medicare
Advantage HMO
Orlando
|
For
Medicare Advantage HMO Members assigned to PPM Primary Care Physicians
84%
of
monies: (i) received from the CMS, (excluding Part D Low Income Subsidy
Premium), (ii) Medicare Advantage HMO Member premium (where applicable),
(iii) MedicareAdvantage Employer account premium (where applicable),
and
(iv) other sources as may be added by the CMS, or its successor (where
applicable)
|
[*]%
|
[*]%
/ [*]%
|
[*]%
/ [*]%
|
*Percentage
of surplus or deficit allocated to PPM / Humana as described.
C:
BENEFIT
CHANGES
In
the
event HUMANA changes the benefits offered under HUMANA’s health care benefit
plans, all payments, allocations, fundings and tables established or provided
for under this Payment Attachment shall be increased or decreased as may be
required in order to directly reflect the actuarial change.
D. FUND
DESCRIPTIONS
1. Part
A Fund
A
Part A
Fund shall be established which will consist of the "Part A Revenue" and "Part
A
Expenses". The fund shall be calculated as follows:
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Part
A
Fund Revenue
Part
A
Fund Revenue shall consist of amounts equal to the appropriate funding for
those
MA HMO Members covered under this Agreement. Such amounts shall be credited
to
the Part A Fund as "Part A Revenue".
Part
A
Fund Expenses
Part
A
Fund Expenses shall consist of amounts equal to the claims and/or capitation
paid to providers by Humana
for
Covered Services provided to Members assigned to PPM
Primary
Care Physician, plus an actuarially determined amount for claims incurred but
not reported (IBNR) as calculated by Humana
for Part
A Expenses.
Part
A
Expenses include, but are not limited to, costs identified for inpatient
hospital (medical and surgical services), inpatient hospital psychiatric
services,
selected outpatient surgery procedures at Humana
contracted facilities,
skilled
nursing home services, applicable disease management programs, home health
care
services, and the cost of stop-loss coverage if provided by Humana.
Part A
Expenses also include the cost of other Covered Services or costs which may
be
determined to be Part A Expenses by Humana
in the
normal course of business or as may be determined by CMS to be a Part A Covered
Service.
2. Part
B Fund
A
Part B
Fund shall be established to pay for Part B Expenses. The fund shall be
calculated as follows:
Part
B
Fund Revenue
Part
B
Fund Revenue shall consist of amounts equal to the appropriate funding for
those
MA HMO Members covered under this Agreement. Such amounts shall be credited
to
the Part B Fund as "Part B Revenue". The funding is LESS amounts that may be
paid by Humana
to
PPM
Primary
Care Physician as a primary care capitation and/or Fee For Service.
Part
B
Fund Expenses
Part
B
Fund Expenses shall consist of amounts equal to the claims and/or capitation
paid to providers by Humana
for
Covered Services provided to Members assigned to PPM
Primary
Care Physician, plus an actuarially determined amount for claims incurred but
not reported (IBNR) as calculated by Humana
for Part
B Expenses.
Part
B
Expenses are all costs for Covered Services not defined as Part A Expenses.
Part
B Expenses include, but may not be limited to, hospital based physician fees,
specialists fees, hospital outpatient services, costs for applicable disease
management programs, outpatient prescription drugs and the cost for stop-loss
coverage if provided by Humana.
Part B
Expenses also include the cost of other Covered Services or costs which may
be
determined to be Part B Expenses by Humana
in the
normal course of business or as may be determined by CMS to be a Part B Covered
Service.
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3.
Primary
Care Physician Fund (“PCRE”)
PPM
agrees and if applicable shall require PPM Primary Care Physicians to agree
to
accept as payment in full the primary care capitation payment which will be
administered by PPM, and available to PPM and or PPM Primary Care Physicians
for
covered medical services on or about the 15th
day of
each month and/or fee for service payment after adjudication of clean Fee For
Service claims. PPM represents and warrants that PPM is solely responsible
for
the payment of the capitation amounts to PPM Primary Care Physicians for Covered
Services rendered to Members assigned to PPM Primary Care Physicians for which
the PPM has received payment, and further that PPM Physicians shall look solely
to PPM for any and all compensation for such services.
4. Stop-Loss
Coverage
Stop-Loss
Fund
PPM
shall
provide and maintain a Humana approved Stop-Loss program, at PPM expense, to
provide protection against excessive medically necessary Part A, Part B and/or
pharmacy costs for members as required by any applicable state or federal laws,
rules and regulations. PPM will ensure that the Stop-Loss program provider
will
accept Humana’s standard electronic data provided to PPM monthly as proof of
loss for PPM’s reinsurance claims filing. Humana shall not furnish any type of
hard copy claim information or adhoc reports to PPM for the purpose of reporting
proof of loss to Stop-Loss program providers. If PPM fails to provide and
maintain a HUMANA approved Stop-Loss program then, HUMANA shall provide and
maintain a Stop-Loss program, at PPM expense, after providing written
notification to PPM thirty (30) days prior to the inception of the HUMANA
provided coverage
E.
Settlement, Reconciliation and Distribution of Funds
The
aforementioned Funds shall be settled and reconciled as follows:
1.
Settlement:
HUMANA
will establish a PPM Settlement Fund for the purpose of settlement of the
aforementioned Funds for MA HMO. All Funds for MA HMO (surplus/deficit) will
be
netted to arrive at a Settlement Fund Balance.
2.
Reconciliation of PPM Settlement Fund:
At the
end of each month in the Accounting Period, beginning with the fourth (4th)
month, settlement will be calculated based on the reconciliation and
distribution of Funds. The calculation shall be cumulative but will not include
activity for the most recent three (3) months. Accounting Period is defined
as a
calendar year or lesser number of months as designated by HUMANA. Prior to
the
distribution of monies from any of the Funds, an actuarially justified reserve
for incurred but not reported or paid (IBNR) claim costs will be calculated
by
HUMANA and such IBNR amounts will be held in the Funds. All claims incurred
during an Accounting Period but received and processed after the final
reconciliation of all Funds for such Accounting Period will be paid from the
next Accounting Period Funds.
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3. Distribution
of Settlement Fund
is
outlined in Tables X- 0 through E-4 above.
Any
surplus amounts in the PPM Settlement Fund will be distributed to PPM. Any
deficit amount in the PPM Settlement Fund will be billed to the PPM and if
not
paid within thirty (30) days of invoice receipt HUMANA
will
either (i) offset against future PPM surplus payments for the Daytona,
Jacksonville or Orlando Market Service area groupers or (ii) satisfy deficit
by
the use of financial guarantee as set forth in Section 25 “PPM
Guarantee.”
Upon
termination, final reconciliation of the amounts funded and claims satisfied
will be made six (6) months following the end of the Accounting Period. PPM
will
be responsible for deficits in the PPM's Settlement Fund, and shall reimburse
HUMANA the amount of any such deficits within thirty (30) days of receipt of
notice of such deficits. If PPM's Settlement Fund has a positive balance, the
balance will be distributed to PPM within thirty (30) days after such final
settlement.
Notwithstanding
anything to the contrary in this Agreement, PPM has the right to dispute only
that portion of the settlement amount distributed that is applicable to claims
contested in accordance with Section 22.3 of this Agreement for a period of
up
to forty-five (45) calendar days from receipt of such settlement calculation.
Regardless of any dispute, HUMANA agrees to pay any undisputed settlement
surplus amounts within forty-five (45) days of the settlement calculation
identified above and PPM agrees to pay any undisputed settlement deficits
amounts to HUMANA within forty-five (45) days of the settlement calculation
above. In the event of such dispute, the parties agree to work toward a mutually
agreeable resolution. PPM shall provide at a minimum, in a clear and acceptable
format, the following information if the PPM contests the settlement
distribution as set out herein: Date and amount of the settlement distribution,
the time period covered by the settlement distribution, the allegedly correct
settlement amount, and a brief explanation of the basis for the contestation.
HUMANA will review such contestation(s) and respond to the PPM in writing within
sixty (60) days of the date of receipt by HUMANA of such contestation. The
parties acknowledge and agree that HUMANA’s decision on this matter will be
final. In the event HUMANA’s review of a contestation results in HUMANA’s
identification of the need to readjudicate identified claim(s), such amounts
recovered will be credited to the applicable PPM Fund when such readjudication
by HUMANA is complete. However, PPM agrees to pay to HUMANA any deficits
identified in HUMANA’s review of the contestation within thirty (30) days of
receipt of HUMANA’s written response to the contestation identified above.
Failure to contest the amount of any settlement distribution within the time
specified above shall result in the waiver of PPM’s right to contest such
settlement amount distributed. Additionally, PPM acknowledges and agrees that
if
the PPM Settlement Fund results in a deficit for any two consecutive interim
and/or final settlement periods, HUMANA may adjust the amounts funded to ensure
against future deficits that may occur.
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4.
Method
of Calculation
Personnel
from Humana
will
be
available to PPM
to
explain the methodology employed in any calculation permitted or required
hereunder. The parties understand that the method of calculation may change
if
that is necessary to make the results more accurate.
Except
as
specifically amended hereby, the terms and conditions of the Agreement remain
the same, IN
WITNESS WHEREOF,
the
parties have executed this Amendment to be effective October
1, 2008.
|
PROVIDER:
|
||||
|
By:
|
___________________________ |
By:
|
___________________________ | |
|
Title:
|
___________________________ |
President
|
Title:
|
___________________________ |
|
Date:
|
___________________________ |
Date:
|
___________________________ | |
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