CERTAIN INFORMATION IN THIS EXHIBIT IS SUBJECT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, SUCH INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. THE LOCATION OF SUCH OMITTED
INFORMATION HAS BEEN INDICATED WITH AN ASTERISK[*].
HEALTH CARE SERVICE ANCILLARY AGREEMENT
THIS Agreement is made by and between MediQuik Services, LLC. (hereinafter
referred to as "Facility"), a provider of health care services or items,
licensed to practice or administer such services or items in the state or states
where such services or items are provided, and USA MANAGED CARE ORGANIZATION,
INC. A TEXAS CORPORATION, (hereinafter referred to as "USA").
W I T N E S S E T H:
WHEREAS, USA is engaged in the business of administrating quality health care
service at an affordable price and Facility desires to provide services for the
members of various group, accident health plans (USA H&W Network a group health
and wellness program), work related injury/illness plans {USA Workers' Injury
Network (USAWIN)}, motorist medical plans, Medicare supplemental plans, Select
plans (USA, Medicare Select), HMO (Health Maintenance Organization) plans (for
out of service area coverage only), and self-insured employers (hereinafter
referred to as "INSUREDS"); and
WHEREAS, USA has a network of contracted facilities, physicians, and ancillary
service providers (hereinafter referred to along with Facility as "Providers")
available for use by the eligible INSUREDS of venous plans contracted with USA,
thereby making available to INSUREDS such Providers for health and medical care
needs: and
WHEREAS, USA has entered into agreements with one or more insurance carriers,
HMOs, self-insured groups, unions, and third party administrators (hereinafter
referred to as "INSURERS") to provide for health care review, medical service,
and other insurance utilization review services; and
WHEREAS, Providers will be made available by USA as a convenience to INSUREDS.
for the purpose of allowing INSUREDS access to health care, medical care, and
Medicare; and
WHEREAS, Facility desires to contract with USA and its affiliates to provide
services to INSUREDS and to accept as payment in full for such services the
amounts set forth in the attached Exhibit B; and
WHEREAS, Facility agrees to conduct itself ethically and in a manner which
shall preserve and maintain the human dignity and integrity of all patients, and
by its attitude and manner shall convey to the patient compassion and concern
for the patient's problems. Facility shall dedicate itself to alleviating those
problems and providing comfort and care to those in need.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
for good and valuable consideration, the legal adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
1. SERVICES TO BE PROVIDED.
a) USA does hereby agree to add Facility to its network of
Providers, and Facility does hereby agree to provide INSUREDS
with services that Facility normally and customarily provides, at
the rates set forth in Exhibit B of this Agreement. All services
to be provided by Facility under this Agreement shall be
performed, or ordered and approved by physicians who are members
in good standing of Facility's staff, or who are otherwise
authorized by Facility to provide medical care to patients being
treated in Facility.
b) Facility shall provide to USA a current copy of their staff
roster and will make available to USA updates as changes occur.
2. RATES TO BE PAID TO THE FACILITY.
a) Facility is to be paid by INSURER according to the rates
established in Exhibit B. The negotiated rates in Exhibit B
represent the total amount to be received by Facility, including
any co-payments, co-insurance and/or deductibles paid by
INSUREDS. INSURER shall pay Facility the amount due for services
rendered to INSURED, based on the provisions to the applicable
plan, and Facility agrees to look to INSURER for the payment of
such services, except for any amounts required to be paid by
INSURED pursuant to Subparagraph 2(c). Payments will be made to
Facility for medical services actually rendered and only after
submission of a claim.
b) Facility agrees to provide services under this Agreement for the
treatment and care of illnesses, injuries or conditions of
INSUREDS for which Facility normally provides. In the event a
third party other than INSURER should have primary responsibility
for payment of the services provided an INSURED, Facility agrees
to collect payment from such other source prior to requesting
payment from INSURER. Any payment made by INSURER to Facility for
obligations which are the primary responsibility of a third
party, shall be refunded to the INSURER by Facility. By
executing this Agreement, Facility waives all rights to collect
and/or pursue collection of any amounts in excess of the
reimbursement listed in Exhibit B from any INSURERS who may have
secondary responsibility.
c) Services rendered or items furnished INSUREDS by Facility which
are not covered as a benefit under the applicable plan, and all
co-payments, co-insurances and/or deductibles, are to be paid by
INSURED and Facility is responsible for collection of such
payments.
d) For Medicare supplemental plans, Facility agrees to waive 100%
(one hundred percent) of the Medicare Part "A" deductible. For
Medicare Select plans, Facility agrees to the provisions in
Attachment I.
e) Facility agrees and acknowledges that USA is administrating
health care on behalf of INSURERS under this Agreement. USA will
not be responsible or liable for the cost of any services
provided to INSUREDS by Facility or for the payment of any claim
to Facility.
f) Facility agrees to participate in the Cost Containment Guidelines
as set forth in Exhibit A.
3. PAYMENT OF CLAIM.
Payment of claims is subject to the temrs and conditions of INSURED'S
insurance plan. Payment by INSURER shall be limited to services
provided to INSURED for which INSURED is eligible. Payment by INSURER
will be reduced by co-insurance, co-payments and/or deductibles.
Facility agrees to xxxx at its usual and customary rate and further
agrees not to pursue collection of the difference between Facility's
usual and customary rates and the rates set forth in Exhibit B.
INSURER will make payments within thirty (30) days of receipt of
claims, unless written notice of dispute or discrepancy is mailed to
Facility within thirty (30) days. If claim is not paid within thirty
(30) days on undisputed claims and ninety (90) days on disputed
claims, Facility shall have the right to deny the negotiated rates set
forth in Exhibit B, and seek full billed charges.
4. HOLD HARMLESS.
a) PPO INSUREDS
Facility agrees that INSURER is responsible for payment of
Facility's compensation pursuant to this Agreement. Facility
shall not request payment from any INSURED for any treatment or
services provided to INSURED pursuant to the terms of the
Agreement except as otherwise provided herein. Facility agrees
to release and hold harmless INSURED, provided INSURER makes
payment pursuant to the terms of this Agreement. Notwithstanding
the foregoing, in the event INSURER fails to make payment within
ninety (90) days of receipt of claim or if INSURER is declared
insolvent or otherwise unable to make payment, Facility may xxxx
the INSURED for services rendered.
b) HMO INSUREDS (OUT OF SERVICE AREA)
Facility hereby agrees that in no event, including, but not
limited to non-payment by INSURER, INSURER insolvency, or breach
of this Agreement, shall Facility xxxx, charge, collect a deposit
from, seek compensation, remuneration, or reimbursement from, or
have any recourse against INSURED, or persons other than INSURER
acting
on their behalf for services provided pursuant to this Agreement.
This provision shall not prohibit collection of supplemental charges
(non-covered services) or co-payments on INSURER'S behalf made in
accordance with the terms of the applicable plan between INSURER
and INSURED.
Facility further agrees that (1) this provision 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
INSURED, and that (2) this provision supersedes any oral or
written contrary Agreement now existing or hereafter entered into
between Facility and INSURED or persons acting on their behalf.
Any modifications, addition or deletion to the provisions of this
clause shall be effective on a date no earlier than fifteen (15)
days after the Commissioner of Insurance has approved such
changes.
5. MEDICAL RECORDS.
a) With the proper patient consent and in accordance with all local,
state and federal laws governing confidentiality, Facility will
keep and make available to USA or INSURER copies of all medical
records. for the purpose of maintaining a quality assurance
program, required by USA or INSURER for a period of the greater
of five (5) years from the date of treatment or consultation, or
the number of years that medical records are required to be kept
under applicable governing laws.
b) Facility shall furnish, upon request and without charge, all
information reasonably required by USA to verify and substantiate
its provision of medical services, the charges for such services,
and the medical necessity for such services.
6. PRE-CERTIFICATION AND CERTIFICATION.
It is the responsibility of Facility to verify with INSURER prior to
the delivery of medical services in non-emergent situations and within
forty-eight (48) hours or the next business day in emergency
situations, that any patient is an INSURED in good standing under the
applicable plan, eligible for benefits, and to obtain information as
to the extent and nature of INSURED'S benefits. Facility understands
that it is their responsibility to verify eligibility and benefits,
allowing Facility to determine, if/when pre-certification
(preauthorization) and certification (authorization) is required by
the plan. Facility understands that an INSURED'S membership
identification card is not a guarantee that the card holder is an
INSURED in good standing. INSURED'S I.D. card will display appropriate
telephone numbers for benefits eligibility verification.
Facility agrees and acknowledges that USA has contracted with venous
INSURERS. INSURERS have elected at their discretion to secure services
{pre-certification (pre-authorization), certification (authorization),
case management and utilization management} from the vendor of their
choice. While the requirements of the plan. as well as each vendor may
vary, Facility agrees, at a minimum to comply with the following:
Non-emergent and/or emergent admissions may require
pre-certification/certification to be eligible for full benefits.
Facility agrees to phone the appropriate number provided on INSURED'S
identification card to determine whether
pre-certification/certification is required. Facility agrees to
notify the appropriate party prior to the delivery of medical services
in non-emergent situations and within forty-eight (48) hours or the
next business day in emergent situations. Facility should be prepared
to provide the following information:
a) Patient's name, sex, and date of birth
b) INSURED'S name, address, social security number, and group/policy
number
c) Name of INSURER
d) Pre-admission diagnosis(es)
e) Name, address, and telephone number of the physician
f) Date of service (admission or procedural date)
g) Treatment and or surgical procedures
Facility further understands that pre-certification and certification
are a determination of medical necessity. Pre-certification/certification
shall be granted when the intensity level of the treatment and the level
of care are appropriate with respect to the severity of the illness.
Medical services will be pre-certified/certified based on the information
provided to the appropriate party at the time of notification.
Pre-certification and certification are not verification of eligibility
and/or benefits. To verify eligibility and/or benefits, Facility must
phone the appropriate number listed on INSURED'S identification card.
ln the case of an admission, if the medical condition of the INSURED
is such that he/she cannot be discharged from Facility on the last day
certified, Facility must call the appropriate telephone number on the
INSURED'S identification card, on or before the last day certified. An
additional number of days may be certified. Benefits may be reduced
for additional days which are not certified.
In the case of an admission, where INSURED'S illness, injury or
condition (e.g. coma) prohibits INSURED from cooperating with Facility
to identify himself/herself as an INSURED having access to USA's
network Facility agrees to notify the appropriate party as soon as
Facility is able to identify INSURED.
Emergent admissions may be payable if they a) are certified or b) meet
the conditions of an emergency as defined below:
An emergency (according to the federal definition) is:
1) A medical condition manifesting itself by acute symptoms of
sufficient seventy (including severe pain) such that the
absence of immediate medical attention could reasonably be
expected to result in:
(i) placing the health of the individual (or, with respect
to a pregnant woman, the health of the woman or her unborn
child) in serious jeopardy; or
(ii) serious impairment to bodily functions; or
(iii) serious dysfunction of any bodily organ or part; or
2) With respect to a pregnant woman who is having contractions:
(i) that there is inadequate time to effect a safe transfer
to another hospital before delivery; or
(ii) that transfer may pose a threat to the health or safety
of the woman or the unborn child.
7. CHANGE IN TERMS AND BENEFITS.
It is agreed by the parties hereto that the benefits, terms and
conditions of the various agreements between INSURER and INSURED of
any plan may be changed during the term of this Agreement without
notice However, such changes will not affect this Agreement, unless
agreed to by Facility and USA.
8. TERMINATION OF COVERAGE OF INSUREDS.
Coverage for each INSURED may be terminated by INSURED or INSURER.
When an INSURED whose coverage has terminated receives services from
Facility, Facility agrees to xxxx INSURED directly. INSURER shall not
be liable to Facility for any bills incurred by an INSURED whose
coverage has been terminated.
9. DURATION.
The initial term of this Agreement shall be a period of one (1) year
from the date of execution of this Agreement by USA. During that time,
Facility agrees that the reimbursement rates listed in Exhibit B will
not be subject to increase. This Agreement shall automatically renew
for successive one (1) year terms on the anniversary date of this
Agreement and shall remain in force until termination, as provided for
in Section 10 (Termination) of this Agreement. Facility shall have the
right to submit a proposal for a potential increase or decrease of
contractual rates to USA on an annual basis within ninety (90) days of
the anniversary date. Facility agrees to allow USA reasonable time to
review such proposal and counter-propose if necessary. Facility
understands that rates will never be made retroactive.
10. TERMINATION.
Either party to this Agreement may elect to terminate this Agreement
without cause at any time by giving one hundred eighty (180) days
prior written notice to the other party. Said notice shall clearly
explain the reason giving rise to termination to be considered in
compliance with this Section.
USA may terminate this Agreement for immediate cause, which includes,
but is not limited to, the following:
a) Facility's filing of bankruptcy (whether voluntary or
involuntary), declaration of insolvency, or the appointment of a
receiver or conservator of its assets.
b) Facility's failure to maintain appropriate accreditation by
agencies approved by USA.
In the event this Agreement is terminated for immediate cause,
termination shall be effective upon receipt of written notification.
USA may also terminate this Agreement for reasons other than immediate
cause. Those reasons may include. but are not limited to, a breach of
any provision contained in this Agreement, habitual neglect, or the
continued failure of Facility to perform its professional duties. If
termination is for reasons other than immediate cause. USA will notify
Facility in writing, stating the reason for termination. and giving
Facility sixty (60) days in which to cure.
If Facility has failed to effect a satisfactory cure, within the sixty
(60) day cure period, of all reasons stated in the nonce of
termination, termination shall be effective on the tenth (10th) day
following the expiration of the sixty (60) day cure period.
11. NOTICE TO INSURER OF TERMINATION OF AGREEMENT.
In the event this Agreement is terminated by either party in
accordance with the procedure set forth herein USA shall notify
INSURER. Facility will notify INSURED, prior to giving service, that
this Agreement is no longer in effect.
12. ACCURACY OF INFORMATION.
Facility represents and warrants that all information provided USA is
true and accurate in all respects and acknowledges that USA is relying
on the accuracy of such information in entering into and continuing
the term of this Agreement. Facility shall promptly notify USA,
without request, of any change in the information provided.
13. INDEPENDENT CONTRACTOR.
a) In entering into and complying with this Agreement, USA and
Facility are at all times performing as independent contractors.
Nothing in this Agreement shall be construed or be deemed to
create
a relationship of employer and employee, principal and agent,
partnership, joint venture, or any relationship other than that of
independent parties contracting with each other solely to carry out
the provisions of this Agreement for the purposes recited herein.
b) Facility shall be responsible for the hospital services provided
to each INSURED that uses Facility's services.
14. CONFIDENTIALITY.
Each party may, in the course of the relationship established by this
Agreement. disclose to the other party in confidence non-public
information concerning such party's earnings, volume of business,
methods, systems. practices, plans, purchaser discounts and contract
terms, and other confidential or commercially valuable proprietary
information (collectively referred to as "Confidential Information").
Each party acknowledges that the disclosing party shall at all times
be and remain the owner of all Confidential Information disclosed by
such party, and that the party to whom Confidential Information is
disclosed may use such Confidential Information only in furtherance of
the purposes and obligations of this Agreement. The party to whom any
Confidential Information is disclosed shall use its best efforts,
consistent with the manner in which it protects its own Confidential
Information, to preserve the confidentiality of any such Confidential
Information which such party knows or reasonably should know that the
other party deems to be Confidential Information.
The party to whom Confidential Information is disclosed shall not use
said information to the disadvantage of or in competition against the
disclosing party. It is understood by each party that any Confidential
Information disclosed is non-public information, which is of great
value to the disclosing party and that a breach of the foregoing
confidentiality provision would cause irreparable damage, and the
injured party shall have the right to seek and obtain, in any court of
competent jurisdiction, an injunction to restrain a violation or
alleged violation by the other party of this covenant, together with
any damages that the party may suffer in the event of such a breach.
15. DISPUTES.
All disputes and differences between Facility and INSURER, upon which
an amicable understanding cannot be reached, are to be decided by the
following method:
a) MEDIATION THROUGH USA:
Facility shall notify USA in writing of the dispute or
disagreement. Facility shall supply USA with all pertinent
information and state its position on the dispute. Upon receipt
of this information USA will immediately contact INSURER and
request the same information. USA will then attempt to mediate
the dispute to the mutual satisfaction of all parties. If
mediation is not possible within a
reasonable time. not to exceed thirty (30) days from the time of
first notice, the procedure set forth in subparagraph 15(b) will
apply.
b) ARBITRATION:
If the dispute cannot be solved by the mediation process
described above, either Facility or INSURER may elect to submit
the dispute to binding arbitration under the rules of the
American Arbitration Association or any other method of
arbitration mutually agreed upon by the parties.
16. RESPONSIBILITY OF PARTIES.
Each party agrees it shall not be responsible for any claims, losses,
damages, liabilities, costs, expenses or obligations arising out of or
resulting from the negligent or willful misconduct of the other party,
its officers employees and agents in the performance of services
pursuant to this Agreement.
17. NOTICES.
All notices, requests, or correspondence required under this Agreement
shall be in writing, and delivered by United States mail to:
a) If to USA:
USA MANAGED CARE ORGANIZATION, INC.
000 Xxxxxxx xx Xxxxx Xxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Attention: Provider Relations
b) If to Facility:
MediQuik Services, LLC
0000 Xxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxx
Either party may change the address to which communications are
to be sent by giving written notice. All communications will be
directed to Facility at the most current address on file with
USA.
18. ATTORNEY'S FEES.
If it shall become necessary for either USA or Facility to employ an
attorney to enforce or defend its rights under this Agreement, the
non-prevailing party in any arbitration, legal action or proceeding
shall reimburse the prevailing party for its reasonable attorney's
fees and costs of suit, in addition to any other relief to which such
party is entitled.
19. PARTIAL INVALIDITY.
If any part, clause or provision of this Agreement is held to be void
by a court of competent jurisdiction. the remaining provisions of this
Agreement shall not be affected and shall be given such construction,
if possible, as to permit it to comply with the minimum requirements
of any applicable law, and the intent of the parties hereto.
20. ASSIGNABILITY.
Neither party may assign any of its rights or delegate any of its
duties hereunder to a non-related third party without prior written
consent of the other party. Facility acknowledges USA's right to
assign its rights or delegate any of its duties hereunder to another
entity controlled by or affiliated with USA Managed Care Organization,
Inc.
21. WAIVER.
A party's waiver of a breach of any provision of this Agreement shall
not constitute a waiver of any subsequent breach of the same or
another provision contained in the Agreement. A party's subsequent
acceptance of performance by the other party shall not be construed as
a waiver of a preceding breach of this Agreement other than failure to
perform the particular dunes so accepted.
22. CONTROLLING LAW.
This Agreement and all questions relating to its validity,
interpretation, performance and enforcement shall be governed by and
construed in accordance with the laws of the state where services are
being provided.
23. CONFORMITY WITH STATE STATUTES.
Any provision of this Agreement which is in conflict with the
statutes, local laws, or regulations of the state in which services
are provided, is hereby amended to conform to the minimum requirements
of such statutes.
24. ENTIRE AGREEMENT.
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof, and supersedes all
prior Agreements and understandings, expressed or implied, oral or
written. Any material change to this Agreement's language or rates
must be in writing and signed by duly authorized of officers or
representatives of Facility and USA. Non-material changes can be
communicated via notifications. If neither party disapproves of a
notification in writing within thirty (30) days, such notice will be
considered accepted and binding. No other third party, including but
not limited to any INSUREDS and INSURERS, shall be required to consent
or receive notice of any such amendment or nonce in order for the
amendments or notices to be effective and binding upon the parties to
this Agreement.
25. TITLE NOT TO AFFECT INTERPRETATION.
The paragraph and subparagraph headings in this Agreement are for
convenience only, and form no part of this Agreement and shall not
affect its interpretation.
26. EXECUTION IN COUNTERPARTS.
This Agreement may be executed in any number of counterparts,
including facsimiles, each of which are incorporated herein and shall
be deemed to be an original as against any part whose signature
appears thereon, and all of which shall together constitute one and
the same instrument.
27. FORCE MAJEUR.
Neither party shall be liable nor deemed to be in default for any
delay or failure in performance under this Agreement or other
interruption in the discharge of its responsibility, either directly
or indirectly, from acts of God, civil or military authority, acts of
public enemy, war, accidents, fires, explosions, earrhquakes, floods,
failure of transportation, machinery or supplies, vandalism, strikes
or other work interruptions by employees, or any similar or dissimilar
cause beyond the reasonable control of either party.
28. SURVIVAL.
In the event this Agreement is terminated as set forth herein,
Sections 4, 14, 16, 18, 22, 28, and 29 shall survive the termination
of this Agreement.
29. TERMINATION RESPONSIBILITIES.
In accordance with Section 10 (Termination) or any termination of this
Agreement, said termination shall have no effect upon the rights or
obligations of the parties arising out of any transactions occurring
prior to the effective date of such termination Facility agrees to
accept, as payment in full, the rates in Exhibit B for services
rendered to an INSURED who is inpatient upon the effective date of
such termination, until INSURED is discharged or safely transferred to
a participating USA facility.
30. DISCRIMINATION.
Facility agrees to provide services for INSUREDS within the normal
scope of Facility's medical practice. These services shall be
accessible to INSIJREDS, and made available to them, without
limitation or discrimination, to the same extent as they are made
available to other parents of Facility, and in accordance with
accepted medical and professional practices and standards applicable
to Facility's other patients.
31. SILENT PPO.
USA is not a silent PPO nor does it operate as one. Silent PPO's are
organizations who "sell" their contracted rates with providers to
brokers who use those discounts for their clients. USA maintains a
current contracted carrier/payor list indicating clients who have
directly contracted with USA for use of USA's network; and
services. Such clients are required via their direct contract with USA,
to provide a minimum 10% (ten percent) financial incentive, to encourage
the use of USA's contracted Providers. Such 10% (ten percent)
financial incentives can occur in a variety of ways, including, but
not limited to: A reduction or elimination of deductibles, a reduction
or elimination of a co-pay percentage, or a minimum differential in
the co-insurance of at least 10% (ten percent).
32. JOINT COMMISSION ON ACCREDITATION OF HEALTHCARE ORGANIZATIONS (JCAHO)
COMPLIANCE.
USA is assisting JCAHO in the preparation of standards for health care
delivery networks. Facility agrees to work with USA to meet the JCAHO
network standards.
33. INSURANCE.
Facility shall, at its expense, carry malpractice and professional
liability insurance, public liability and property damage insurance,
or an equivalent program of self-insurance, in an amount equal to the
greater of the amount required to maintain accreditation/certification
or the amount required to meet the state's minimum requirements.
34. LICENSURE.
Facility shall, throughout the duration of this Agreement, be required
to maintain all licenses, certifications, etc, as may be required by
the state in which Facility provides services.
This Agreement is effective upon the date of execution by USA.
For and on behalf of: For and on behalf of:
USA MANAGED CARE ORGANIZATION, INC. MediQuik Services LLC
000 Xxxxxxx xx Xxxxx Xxxxxxx Xxxxx 0000 Xxxx Xxxx
Xxxxxx, Xxxxx 00000 Xxxxxxx, Xxxxx 00000
4/28/98 3/24/98
----------------------------------- --------------------------
Date Date
/s/ /s/
----------------------------------- --------------------------
Signature Signature
Xxxxx Xxxxx Xxx X. Xxxxxx
----------------------------------- --------------------------
Printed name Printed Name
Vice President of Administration General Manager
----------------------------------- --------------------------
Title Title
ATTACHMENT I
MEDICARE SELECT
This is an Attachment to the existing Agreement only, and in no way supersedes
the provisions agreed to in the Agreement.
1. SERVICES TO BE PROVIDED
*
2. PAYMENT OF CLAIMS
a) INSURER shall make no payment for services rendered to INSUREDS
unless they are determined to be necessary under the Medicare
claims process. This requirement shall include any Medicare Peer
Review Organization procedures.
b) Facility understands and agrees that no benefits for providing
services to INSUREDS will be paid by INSURER unless those
services are covered under the Federal Medicare Program (Title
XVIII of the Social Security Act) and such services shall be paid
in accordance with the applicable plan.
3. HOLD HARMLESS
a) Facility agrees that in no event, including, but not limited to
non-pavement by INSURER, INSURER'S insolvency or breach of this
Attachment shall Facility xxxx, charge, collect a deposit from,
seek compensation, remuneration or reimbursement from, or have
any recourse against any INSURED, or persons other than INSURER
acting on behalf of any INSURED, for services provided pursuant
to this Attachment.
b) Facility further agrees that the provision of this Section shall
survive the termination of this Attachment regardless of the
cause giving rise to termination and shall be construed to be for
the benefit of INSURED.
c) Any modification, addition, or deletion to the provisions of this
Section must comply with state and federal changes to Medicare
law.
4. RATES TO BE PAID TO THE FACILITY
*
----------------
*This information has been omitted from this exhibit and is subject to a
request for confidential treatment. In accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, such information has been filed
separately with the Securities and Exchange Commission.
*
----------------
*This information has been omitted from this exhibit and is subject to a
request for confidential treatment. In accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, such information has been filed
separately with the Securities and Exchange Commission.
*
5. BILLING PROCEDURES
a) Facility shall submit to INSURER or INSURER'S designee encounter
and billing information for INSUREDS who have received services.
For certain types of services, INSURER or its designee may
request copies of Medicare's payment notice to Facility and
Facility shall comply with any such reasonable request.
----------------
*This information has been omitted from this exhibit and is subject to a
request for confidential treatment. In accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, such information has been filed
separately with the Securities and Exchange Commission.
b) When payment for services has been made by INSURER in an amount
that exceeds the maximum benefits under the applicable plan, or
when INSURER has made payment to Facility in error, INSURER shall
have the right to recover such payment from Facility. INSURER has
agreed that recovery of overpayment shall not be taken from
future payments, but shall be separately requested by INSURER
with appropriate documentation to substantiate such request for
recovery of payment.
6. QUALITY ASSURANCE AND UTILIZATION REVIEW
Facility agrees to comply with and participate in INSURER'S quality
assurance and utilization review program. Facility agrees to comply
with such other procedures and to provide other data as may be
requested by INSURER or INSURER'S designee in order for INSURER or its
designee to conduct quality and utilization review activities
concerning services provided to INSUREDS.
7. USE OF NAME
a) USA shall market health care products and shall arrange to have
Facility's name and address included in the list of participating
facilities distributed to eligible INSUREDS and in marketing
brochures and other marketing literature without review and
approval by Facility.
b) Facility shall review and approve all other publications
containing Facility's name, pursuant to this Attachment, prior to
release to public.
8. TERMINATION
a) Facility acknowledges that the plan year shall commence on
January 1 and end on December 31 of each year. Facility
understands that participation is required for the entire plan
year for any given year. Facility's right to terminate shall be
limited to giving one hundred eighty (180) days prior written
notice to USA and shall only be effective on December 31st of the
respective year. USA may elect to terminate this Attachment on
December 31st, for reasons other that those listed in Section 10
(Termination) of the Agreement, by giving at least one hundred
eighty (180) days prior written notice to Facility. Such
termination shall have no effect upon the rights or obligations
of the parties arising out of any transactions occurring prior to
the effective date of such termination. Upon termination of this
Attachment for any reason, Facility agrees to render services to
any INSUREDS hospitalized on the date of termination, until such
INSUREDS are discharged or transferred from Facility to another
participating facility.
b) If and when the sale of Medicare Select policies are no longer
authorized under the Federal Medicare program, this Attachment
will continue for any Medicare Select policies that were sold
prior to such program termination and for as long as any such
policies continue in force. In the event of any change in
applicable federal or state law which makes any provision of this
Attachment contrary to that law, the parties agree that this
Attachment is hereby amended to conform to the minimum
requirements of such applicable federal or state law.
For and on behalf of: (Facility name, address, etc.)
MediQuik Services LLC
--------------------------------------
0000 Xxxx Xxxx
--------------------------------------
Xxxxxxx, Xxxxx 00000
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04/07/98
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Date
/s/
--------------------------------------
Signature
Xxx X. Xxxxxx
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Printed Name
General Manager
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Title
EXHIBIT A
COST CONTAINMENT GUIDELINES
1. Facility agrees to provide health care service in conformity with
accepted prevailing medical and surgical practices in the community in
which Facility operates.
2. Facility agrees to utilize participating facilities and ancillary
services (e.g., laboratory, x-ray, ultrasound, etc.) when not
available in Facility and when consistent with good medical practice.
3. In an effort to avoid duplication of costs, Facility agrees to accept
participating physician pre-admission testing, subject to Facility's
policy and good medical practice.
4. Facility agrees to encourage the use of generic drugs whenever
medically possible, when in the best interest of the patient, and when
allowed upon physician order.
5. While Utilization Management is primarily conducted by telephone,
certain situations may require an on-site visit. Should this occur,
Facility agrees to accept Utilization Review Representative on
Facility campus for the purpose of reviewing medical records pertinent
to continued stay or retrospective review of INSURED. Utilization
Review Representative agrees to conduct reviews in accordance with
Facility's policies.
Current INSURED medical records shall immediately be made available by Facility,
upon request, with proper patient authorization, for the purpose of concurrent
review and retrospective review.
EXHIBIT B
_________________ is a facility providing services in the State of National
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PPO PAYMENT SCHEDULE
Facility agrees to accept the following as payment in full for services
rendered.
PROFESSIONAL SERVICES:
*
OUTPATIENT SERVICES:
*
MEDICARE:
*
WORKERS' INJURY SERVICES:
*
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1. Name of Billing Entity: MediQuik Services, LLC
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2. Billing Tax Identification Number: 00-0000000
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3. Billing Address: 0000 Xxxxxxx Xxxxxxx Xx., Xx. Xxxxxx, XX 00000
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4. Billing Telephone No. (000) 000-0000
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5. Directory Xxxxxxx(xx): Xxxxxx Xxxxxxx, Xxxx, Xxxxx, Zip, Telephone
(No PO Box Numbers)
(a) 2008 West Main b)
--------------------------- --------------------------------
Xxxxxxx, XX 00000
--------------------------- --------------------------------
(000) 000-0000
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6. Facility Name: MediQuik Services, LLC
---------------------------------------------------------
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----------------
*This information has been omitted from this exhibit and is subject to a
request for confidential treatment. In accordance with Rule 24b-2 under the
Securities Exchange Act of 1934, as amended, such information has been filed
separately with the Securities and Exchange Commission.
The services provided and billed for by this entity are (please be as
specific as possible):
Diabetes Management Services, including home delivery of blood glucose
----------------------------------------------------------------------------
monitoring supplies.
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EXHIBIT B (CONTINUED)
This facility is currently accredited/certified by the following (please circle
all that apply): American College of Radiology (ACR), American College of
Surgeons (ACS), American Lithotripsy Society (ALS), American Osteopathic
Association (AOA), American Society for Histocompatibility and Immunogenetics
(ASHI), College of American Pathologists (CAP), Commission on Accreditation of
Rehabilitation Facilities (CARF), Commission on Office Laboratory Accreditation
(COLA), Community Health Accreditation Program (CHAP), Council on Accreditation
(COA), Joint Commission on Accreditation of Healthcare Organizations (JCAHO),
Medical Quality Commission (MQC), Medicare, Stare of Washington Office of
Laboratory Quality Assurance.
(ATTACH COPIES OF ACCREDITATIONS/CERTIFICATIONS SUPPORTING YOUR RESPONSE)
For and on behalf of: For and on behalf of:
USA MANAGED CARE ORGANIZATION, INC. MediQuik Services LLC
000 X. Xxxxxxx xx Xxxxx Xxx. 0000 Xxxx Xxxx
Xxxxxx, XX 00000 Xxxxxxx, XX 00000
4/28/98 3/24/98
----------------------------------- ------------------------------
Date Date
/s/ /s/
----------------------------------- ------------------------------
Signature Signature
Xxxxx Xxxxx Xxx X. Xxxxxx
----------------------------------- ------------------------------
Printed name Printed Name
Vice President of Administration General Manager
----------------------------------- ------------------------------
Title Title
