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SECOND AMENDMENT
TO THE GLOBAL CAPITATION AGREEMENT
BY AND BETWEEN
GROUP HEALTH PLAN, INC., HEALTHCARE USA OF MISSOURI, LLC,
AND BJC HEALTH SYSTEM ("AMENDMENT")
WHEREAS, Group Health Plan, Inc. ("GHP"), HealthCare USA of Missouri, LLC
("HCUSA"), (collectively referred to as "PLAN"), and BJC Health System ("BJC")
have previously executed a Global Capitation Agreement dated March 12, 1997
("CAPITATION AGREEMENT");
WHEREAS, certain issues have arisen between the parties, with respect to which
the parties have now reached mutually acceptable resolutions, or agreed upon the
appropriate process for resolution;
WHEREAS, the parties desire to both memorialize those resolutions agreed upon,
reflect the agreement of Washington University Physician Network ("WUPN") and
Washington University School of Medicine ("WUSM") as to the issues reflected
herein, and to amend and modify the relevant terms and provisions of the
Capitation Agreement to incorporate those resolutions;
NOW, THEREFORE, in consideration of the mutual promises, the parties agree as
follows:
Unless otherwise stated, all capitalized terms have the same meaning assigned to
them in the Capitation Agreement.
[___]*
*Portions have been omitted and filed separately with the Commission
pursuant to a request for confidential treatment.
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* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
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* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
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4. [___]* AND OTHER THIRD-PARTY PAYMENT DISPUTES. GHP
acknowledges that it is liable to pay for properly authorized and covered
services provided to GHP enrollees who are not BJC Members at the request of
third parties who have assumed risk for those enrollees. [___]* In
addition, GHP will agree to assume claims payment processing for such claims no
later than June 1, 1999, or the date on which the relocation of the claims
processing center utilized by GHP is complete, but in no event later than
August 30, 1999. In the interim, two processes will occur. In order to resolve
such claims payment issues for claims submitted prior to April 1, 1999, GHP,
BJC, and
* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
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WUPN will assign technical experts to review all available data, agree on the
underlying facts, and propose a final settlement amount with respect to
outstanding claims no later than April 16, 1999. If the technical experts cannot
agree on the final settlement amount, such amount will be agreed to by Xxxxxxx
Xxxxx, Xxxxxx Xxxx, Xxxxx Xxxxx, M.D., and Xx Xxxxxxx no later than May 14,
1999. The final settlement amount, as agreed, will be compared to the
Provisional Payment. The additional amount owed, or amount to be refunded, will
be paid no later than June 11, 1999, without interest. If the parties cannot
reach agreement by May 14, 1999, the issue will become the subject of binding
arbitration in accordance with the relevant provisions of Section 8 of the
Capitation Agreement. Such arbitration will commence no later than July 1, 1999,
and be completed on or before August 13, 1999. The cost of arbitration,
exclusive of each of the parties attorney's fees, shall be borne equally by the
parties participating in the arbitration. For the period which begins on April
1, 1999 and ends on the last day of the calendar month which includes the day on
which the relocation of the claims processing center utilized by GHP is
complete, the technical experts will meet on a monthly basis. The purpose of
such monthly meetings shall be to review claims received and determine the
amount of reimbursement due. GHP will pay all amounts so determined in
accordance with the claims payment provision as outlined in Section 11 of this
Amendment.
5. BJC HEALTH PLAN. BJC agrees that GHP will be allowed to submit a proposal
which may result in the inclusion of one or more of the GHP commercial products
to be included among the choices offered to employees of BJC and its affiliates
during the 1999 open enrollment for health coverage, which coverage becomes
effective January 1, 2000. The parties acknowledge and agree that BJC may, but
is not required to, accept the proposal. Therefore, GHP coverage may or may not
be offered as a choice to BJC employees during the 1999 Open Enrollment, in the
sole discretion of BJC.
[___]*
7. BECN ADMINISTRATIVE FEES. GHP has received a xxxx for administrative fees and
is working with Xxxx Xxxxxx to get appropriate supporting detail. Xxx Xxxx of
GHP will work with Xxxx Xxxxxx to reach a mutually agreeable resolution no later
than March 15, 1999, with payment of agreed upon outstanding amounts no later
than March 25, 1999. To the extent a complete resolution is not reached, the
matter will be referred no later than March 16, 1999 to Dr. Xxxxx Xxxxx and
Xxxxxxx Xxxxx for resolution by April 15, 1999. If no resolution is reached, the
matter will be submitted to binding arbitration no later than May 17, 1999 in
accordance with Section 8
* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
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of the Capitation Agreement. The costs of such arbitration shall be borne
equally by WUPN and GHP, exclusive of either party's attorney's fees.
8. REPRESENTATION AS TO COMMERCIAL RATES. GHP represents that Attachment 1 to
this Amendment is a representation of the best information available as of the
date of this Amendment for the purpose of estimating how much the average per
member per month Commercial Premium of [___]* for 1998 will be increased for
1999.
GHP is making no representation about future expected rate increases for new
business or renewals for commercial premiums subsequent to the date of this
Amendment. BJC and WUPN are relying upon the data contained in Attachment 1 as
being representative for January, 1999 renewal Commercial Premiums related to
BJC commercial members.
This information has been considered and relied upon by BJC and WUPN as part
of reaching agreement and modification of issues reflected in this Amendment,
including rate adjustments to BJC Commercial Premiums.
The data in Attachment 1 will be made available to BJC and WUPN for review,
if requested, upon reasonable written notice, during normal business hours. The
cost of such review shall be borne by BJC and WUPN. Should information set forth
in Attachment 1 subsequently prove to be inaccurate such that the amount of the
actual average premium increase for the January commercial renewal members is
overstated and the actual average Commercial Premium per member per month for
1999 does not reflect at least the average per member per month Commercial
Premium, including the effect of the January 1, 1999 commercial renewal
membership as represented in Attachment 1, there will be an increase in the BJC
Commercial Premium deposited in the Claims Payment Account for 1999 to be equal
to the amount which would have been deposited had the representation in
Attachment 1 been accurate.
9. WUPN CONTACT CAPITATION AND REFERRAL LOGIC. GHP acknowledges the need to
adjudicate WUPN professional claims according to all benefit, referral, medical
management, and other standard claims processing criteria. GHP agrees to meet
with WUPN, or its designee, by March 26, 1999 to develop a work plan to
determine the system and process changes necessary to accomplish this. A
mutually agreeable work plan will be completed within thirty (30) days of this
meeting. GHP will prioritize and make every reasonable effort to insure that
system and process changes are implemented by July 1, 1999.
10. PAYOR. Section 1.12 of the Capitation Agreement is deleted in its entirety,
and the following substituted therefore:
"1.12 Payor. The entity, organization, agency or persons authorized in
writing by GHP or HCUSA, or an "Affiliate" of either to access one or more
networks of Participating Providers developed by GHP and/or HCUSA at the rates
set forth in any of the attached Exhibits, that has financial responsibility for
payment of Covered Services under a Benefit Plan. GHP and HCUSA are considered
Payor's for their own fully-insured products. Notwithstanding the
* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
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foregoing, in no event shall any of the following entities be considered a
"Payor" for purposes of this Agreement:
a. Any insurance company, health maintenance organization or other type of
"network" arrangement, to the extent such entity is not an "Affiliate" of GHP or
HCUSA, even if GHP or HCUSA has entered into a service/administrative agreement
with such entity. Notwithstanding the foregoing, a self-funded employer that
maintains an employee benefit plan solely for the benefit of its employees that
has entered into an agreement with GHP and/or HCUSA, or an Affiliate of either
to provide administrative services may be treated as a Payor under this
Agreement, provided it executes an agreement with GHP or HCUSA which obligates
it to comply with all applicable provisions of this Agreement, or
b. An "Affiliate" of GHP or HCUSA not located in the same geographic service
area as GHP or HCUSA, in situations where such Affiliate requires, requests,
suggests or permits an individual, whose health coverage is provided by or
through such Affiliate, to travel outside the geographic area in which the
majority of such Affiliates' contracted providers are located for purposes of
receiving Covered Services from a BJC Provider.
For this purpose, an "Affiliate" of GHP and/or HCUSA shall only include
those entities and organizations that are either controlled by GHP and/or HCUSA,
control GHP and/or HCUSA, and/or are under common control with either GHP or
HCUSA. The term Affiliate specifically includes, but is not limited to Principal
HealthCare."
11. CLAIMS PROCESSING/TIMELY PAYMENT. Section 2.8 of the Capitation Agreement is
deleted in its entirety and the following substituted therefore:
"2.8 Claims Processing/Timely Payment. Plan shall be responsible for
processing claims for Covered Services provided to Members. Plan shall provide
claims processing information to BJC in accordance with Exhibit E, as in effect
from time to time (which the parties may agree to after without a formal
amendment to this Agreement) and shall use best efforts to provide the reports
in a mutually acceptable electronic format. Specifically the parties agree to
the following in connection with claims adjudication and payment:
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a. Duties of BJC Providers:
- Submit clean claim within ninety (90) days of service.
- Obtain authorization when required.
- Submit claim based on authorized services and explicit
parameters.
- Submit all reworks with corrected information within one
hundred eighty (180) days of the denial or incorrect
payment.
- Reconcile accounts receivable based on information received
from Plan within thirty (30) days of receipt.
- Provide the authorization number in the appropriate field on
the submitted claim.
b. Duties of Plan:
(1) Timeliness Guidelines.
- Plan shall make good faith efforts to comply with the
following target standards:
- Ninety percent (90%) of all clean electronic claims
will be adjudicated (paid, zero paid/capitated or
denied) within fourteen (14) calendar days of receipt.
- Ninety percent (90%) of all clean paper claims will be
adjudicated (paid, zero paid/capitated or denied)
within thirty (30) days of receipt.
- Ninety-five percent (95%) of all clean claims will be
adjudicated (paid, zero paid/capitated or denied)
within forty-five (45) calendar days of receipt.
- If a determination of claim liability cannot be made
and the claim has been pended for sixty (60) calendar
days, the claim will be adjudicated based on the
available information, and the provider will be
notified.
- The definition of a "clean claim" to be used for
purposes of this Section 2.8 is set forth in Attachment
2.
(2) Authorizations.
- If services rendered require an authorization the Plan
will check for such authorization as a part of claims
adjudication for all HMO and point of service claims,
subject to the system changes required for GHP to
implement contact capitation enhancements, no later
than July 1, 1999.
- Point of service claims that do not have an
authorization for services that require one will be
paid under the appropriate benefits, and the Member's
liability will be calculated and communicated to them
and the provider on the Explanation of Benefits and
Remittance Advice.
- A claim is considered to be "adjudicated" if the
processing is finalized, whether or not a payment is
generated. This includes those claims that are zero
paid, or denied. The authorization number will be
included in
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the weekly claims file sent to Health Management
Partners subject to completion of the required system
changes targeted for implementation by July 1, 1999.
- GHP and BJC, through its designee Health Management
Partners, LLC ("HMP"), have been jointly developing the
authorization interface from the Physmark Medicomp
system to GHP's IDX system for the past several months.
It is acknowledged that implementation of this
interface is scheduled for March 1, 1999. This date is
contingent on HMP's ability to transmit the required
data to GHP in the required format, and both parties
providing adequate staff for implementation and
testing. On and after this date, HMP will process all
authorizations for service through Medicomp. GHP will
receive these authorizations into IDX via the interface
on a daily basis, and will adjudicate claims against
these authorizations appropriately. It is acknowledged,
per Section 10 of the Agreement, that WUPN professional
claims will not be adjudicated for authorizations until
July 1, 1999.
(3) Benefits and Fee Schedules.
- Claims will be adjudicated based on applicable
benefits, contact capitation guidelines then in effect,
as agreed to by the parties, contracted fee schedules
and standard coding guidelines.
- The amount of the Member's copay will be reported on
the provider's remittance advice for all paid and zero
paid claims. This data element will be included upon
completion of system changes set for July 1, 1999.
(4) Database Maintenance.
- Plan will keep all data bases updated and current; new
information or changes will be entered within thirty
(30) days of receipt of completed provider forms.
- Inactive providers will be indicated by the correct
provider status flag (Y for deactivated).
- Any errors in the provider, membership, fee schedule or
other databases that result in incorrectly adjudicated
claims must be fixed within thirty (30) calendar days
of written notification and the claim(s) backed out and
reprocessed within the timeliness guidelines. Plan
shall be required to correct all errors, in such time
frame, even if funds, which may have been incorrectly
paid to other parties, cannot be recovered. Any
overpayments will be refunded to the Claims Payment
Account, or the Plan, as appropriate, within ten (10)
business days after the parties agree that amounts
should be refunded.
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(5) The parties agree that these target standards become
effective as of April 15, 1999. Plan will make every
reasonable effort to maintain these standards during the
transition of claims, customer services, membership and
database maintenance to Wilmington, Delaware and Harrisburg,
Pennsylvania.
c. Monitoring and Oversight: The parties agree that BJC or its
designee has the right to conduct a comprehensive, ongoing monitoring and
oversight of claims/encounters processed by GHP/HCUSA with respect to BJC
Members. It is agreed in principal that BJC will need access to copies of
original claims and/or screen prints of electronic claims, as well as
cooperation in obtaining or verifying information about providers and fee
schedules pertinent to the audit. An audit oversight project team consisting of
at least two representatives from each party will meet no later than March 30,
1999 to design a work plan. A mutually acceptable work plan will be completed
within thirty (30) days of the original meeting. The work plan executed by the
parties will be incorporated into this Agreement and be implemented no later
than June 15, 1999. If the audit process reveals material variations from the
standards set forth herein, such deviations shall be referred to the Committee
described in Section 10.8 for review.
(1) Payment Accuracy. Both underpayments and overpayments are
counted as payment errors. This would include claims that
were paid fee for service when they should have been
capitated or capitated when they should have been paid fee
for service.
- Financial Accuracy - total gross dollars paid correctly
divided by the total of dollars audited, maintain at
ninety-nine percent (99%) accuracy.
- Claims Processing Accuracy - number of claims paid
correctly divided by the total number of claims
audited, maintain at ninety-five percent (95%)
accuracy.
(2) Technical Accuracy. This is a statistical or non-payment
error and may or may not result in a dollar error.
Statistical errors may, however, impact contact capitation
reimbursement and reporting. If a statistical error results
in an overpayment or underpayment, it is counted as both a
payment and technical error. Examples are missing or
incorrect data elements. Calculate number of claims paid
correctly divided by the total number of claims audited,
maintain at ninety-five percent (95%) accuracy.
d. Failure to Meet Timeliness Requirements. To the extent clean
claims are not adjudicated within forty-five (45) days of receipt, Plan shall
pay a late fee on the amount due under the contracted fee schedule for that
claim, equal to one percent (1%) per month, compounded monthly. In addition,
Plan acknowledges it is solely responsible for meeting any and all timely
payment requirements imposed by state or federal law from time to time, and will
not pay any interest and/or penalty which may become payable to any third party
from a Claims Payment Account, or otherwise hold BJC or WUPN liable for such
interest and/or penalty."
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12. OTHER COVERAGE ADMINISTRATION. A new Section 2.12 is added to the Agreement
as follows:
"2.12 Other Coverage Administration. GHP and BJC shall appoint an "Other
Coverage Administration Project" team ("TEAM"), consisting of at least two (2)
representatives from each party. The Team will begin meeting no later than April
15, 1999 for the purpose of establishing a mutually agreeable work plan. Such
work plan will be completed within thirty (30) work days of initial meeting. The
Team will agree upon an implementation date for the work plan, to be completed
no later than August 1, 1999. During the work plan implementation period, GHP
will continue to perform COB, third party liability, and subrogation
administration manually. Prior to the project completion date, work on
documentation and process will be ongoing according to the project plan
schedule. The signed project plan with agreed upon completion dates will become
part of this Agreement.
- Other insurance information received on enrollment applications,
facility and medical claim forms, or identified by provider returned
checks, is investigated and where appropriate the IDX system is updated.
Once the system is updated, future claims automatically pend for "other
insurance information".
- While manually reviewing a claim that has information regarding work
related injury, auto accident, etc., the claim is sent to the Third
Party Liability area for investigation.
- Current monthly COB, third party liability and subrogation savings
report will be generated for the entire insured book of business during
the implementation and shared with BJC.
Items that will be considered in the work plan are as follows:
a. GHP and BJC will review the existing work flow for receipt of
electronically submitted claims, to ensure that COB, third party liability, and
other coordination related information is transmitted and used by GHP.
- Document pertinent fields on the electronically transmitted HCFA and
UB-92 claims set that will aid in the identification and reporting
on COB, third party liability and subrogation situation.
- GHP and BJC will jointly require providers transmitting
electronically to include these data fields, in the correct format.
- Enhance electronic transmission mapping to meet these transmission
requirements as needed.
- Identify the process for capture and use of the pertinent
information being transmitted.
b. GHP will identify enhancements to the current IDX claims screen that
would allow capture of COB, third party liability, and other coordination
related information in the IDX system. (Note: Currently this is a manual
process.)
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- Document pertinent fields on the HCFA and UB-92 claims form that aid
in identification and reporting on COB, third party liability, and
subrogation situations.
- Identify required enhancements to the current IDX claims processing
screens to allow capture of the pertinent information.
- Submit request to IDX for enhancements.
- Test and implement approved enhancements. (Note: This step is
contingent on the ability to have modifications completed by IDX to
the current claims processing screens. Completion of this step
requires IDX involvement and is dependent on IDX cooperation and
timing. GHP will make every effort to ensure these modifications are
implemented by December 31, 1999.
c. GHP will document how COB information is captured and how the IDX system
is updated.
- Document process of receiving information on enrollment applications
for updating COB information in the IDX system.
- Document work flow to ensure that COB information received on paper
or electronic claims is updated in the IDX system.
- BJC will document standard admission protocols to solicit and
regularly update COB and third party liability information.
- Identify requirements to receive an electronic interface from the
BJC HCC Managed Care System for B-J, Christian, Missouri Baptist,
Xxxxx, X-X Xxxx Xxxxxx xxx X-X Xx. Xxxxxx, Xxxxx Memorial patient
billing systems on a monthly basis. This interface will identify
patients with more than one insurance, work related cases, and other
information pertinent to the COB, third party liability, and
subrogation process. The interface will include credit balances that
have resulted from multiple payers making payments on Members. This
would include worker's compensation payments, etc. (Note: Both
parties understand that the information captured in the billing
systems are based on information provided by the patient and has not
been validated by the facilities. The HCC Managed Care Information
System cannot be enhanced, so information transferred will be
limited to what is currently captured.)
d. Define opportunities for automating claims determination as it relates
to the COB, third party liability, and subrogation process.
- Identify situations where claims might automatically be denied due
to accident, injury, workers compensation, etc., and configure the
system to handle this without processor intervention.
- Where claims cannot automatically be determined by the system,
develop and document manual processes for review and determination
of claims dealing with accident, injury, workers compensation, etc.
- Identify and document work flows to pend claims for investigation
that could relate to COB, third party liability, or subrogation.
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- Identify and develop back-end reporting on claims that need further
investigation or processing due to COB, third party liability or
subrogation issues.
e. Review reporting between GHP and BJC on COB, third party liability, and
subrogation activity and implement agreed upon reporting as defined in the work
plan by July 1, 1999.
- Define reporting issues and determine reporting capabilities of the
IDX system as it relates to coordination and recovery.
- Determine GHP manual reporting capabilities as it relates to
coordination and recovery.
- Determine additional data field requirements for transmission to BJC
as it relates to COB and the feasibility of re-configuring current
interfaces to meet these requirements.
- Determine BJC manual reporting capabilities as it relates to
coordination and recovery.
f. Document all COB, third party liability, and subrogation work-flows,
reports, and processes."
13. NEW MEMBER ASSIGNMENT. A new Section 2.13 is added to the Capitation
Agreement as follows:
"2.13 New Member Assignment. It is the expectation of the parties that GHP
will make every effort to have the Member/family select a PCP, for products
which require such selection, as soon as possible, but no later than thirty (30)
days following the birth or enrollment. If a PCP has not been selected within
thirty (30) days, GHP will automatically and retroactively assign a PCP based on
the following:
a. Newborns.
- If there are siblings, the newborn will be assigned to the
sibling=s PCP.
- If there are no siblings and the mother is a BJC Global Risk
Member, the baby will be assigned to a physician within the
appropriate BJC network, based on the mother's zip code.
- The physician will be notified in writing within five (5)
business days of the automatic assignment of the newborn to that
physician=s panel. A copy of the notification will be sent to the
appropriate network Utilization Management Department at the same
time.
- If the subscriber is a BJC Global Risk Member, and the mother is
not a GHP Member, the subscriber should be requested to select a
PCP at the time he/she notifies GHP of the need for coverage. If
necessary, the newborn can be automatically assigned to the
appropriate network as above. Coordination of benefits
information should be included in the eligibility file and COB
guidelines followed in the processing of claims.
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- GHP agrees the above auto assign logic will be applied to all
newborn assignments across all networks of GHP Providers,
including BJC, Unity, AMS, ESSE, MoPON, etc. The auto assign
logic to be used by GHP for this purpose has been shared with
WUPN and BJC and is attached hereto as Attachment 3. Such logic
shall not be modified without first notifying the Committee
described in Section 10.8, and if one of the parties objects
following the procedures outlined in that Section.
b. Other Assignments.
- For other new enrollees and newborns who do not fit into the
above categories, GHP will auto assign a PCP based on zip code,
taking into account PCP selections already made by other family
members."
- HCUSA and GHP, with respect to its Medicare risk product known as
Advantra, are required by the State of Missouri and HCFA for
Medicare Risk to follow a set of auto assign logic dictated by
each respectively. If and when the State and/or HCFA discontinues
such requirement, HCUSA and GHP, as to Advantra, agree to adopt
the auto assignment rule's described in this section.
14. PRINCIPAL LIVES. Section 1.9 of the Capitation Agreement shall be deleted in
its entirety and the following substituted therefore:
"1.9 Member: An individual who is properly enrolled in or through GHP and/or
HCUSA, and effective as of January 1, 1999 shall also include an individual who
is enrolled in or through products underwritten by Principal, and who is
eligible to receive Covered Services under any Benefit Plan offered by or though
GHP, HCUSA or Principal, it being the intent of the parties that this Agreement
shall govern all services rendered by and between the parties on an "all
product, all payor, all membership" basis. The term "Member" (including BJC
Member, BJC Medicaid Member and BJC Medicare Member) is more specifically
defined in Exhibits X-0, X-0, X-0 and A-4."
GHP agrees that as part of the consideration for the expansion of the
definition of Member as set forth above, it shall cause the provision of
behavioral health services currently provided through American Psych Systems,
Inc. to Principal Members to be transferred to BJC and WUPN no later than July
1, 1999.
15. SILENT PPOS. A new Section 2.14 is added to the Capitation Agreement as
follows:
"2.14 Silent PPOs. This Agreement is intended to secure the services of BJC
Providers with respect to GHP, HCUSA and Principal as well as self-insurers with
which each may contract to provide administrative services. Accordingly, only
those Members who may receive Covered Services under a Benefit Plan issued or
maintained by one of those entities shall be entitled to the discounts and rates
provided for herein."
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16. RATE ACCESS. A new Section 2.15 is added to the Capitation Agreement as
follows:
"2.15 Rate Access. GHP and HCUSA specifically agree that to the extent
either participates in any business transaction with a third party which is not
a named party to this Agreement (other than Principal Healthcare), including but
not limited to a merger, acquisition, affiliation, sale of substantially all its
assets related to the geographic area in which BJC and WUPN operate, sale of a
specific product line or other similar business combination ("OCCURRENCE"), then
such third party, or surviving successor entity shall not be able to access the
reimbursement rates set forth in either Exhibit X-0, X-0, X-0 or A-4, if such
entity had, at the time of the Occurrence, a currently effective provider
agreement in place with either BJC, a facility operated by BJC, WUSM or WUPN.
The above prohibition shall preclude such third party from accessing the rates
under this Agreement with respect to groups in force with the third party on the
date of the Occurrence, as well as prohibiting access of the rates set forth in
Exhibit X-0, X-0, X-0 or A-4 by such third party for groups subsequently written
by such third party. This prohibition shall not apply to groups in force with
GHP, HCUSA or Principal on the date of the Occurrence, nor to groups
subsequently written by GHP, HCUSA or Principal. Such prohibition shall continue
in effect until the end of the then current term of this Agreement."
17. RENEGOTIATION OF A-4 RATES. The foregoing is added as a new paragraph to
Section 3.2 of Exhibit A-4 to the Capitation Agreement:
"The rates set forth in Schedule A-4 shall be renegotiated every two (2)
years, beginning with the A-4 rates in effect for services rendered during the
calendar year 2000. At least ninety (90) days prior to the beginning of each
such two (2) year period during the term of the Agreement, starting with the two
(2) year period including the calendar years 2000 and 2001, the parties shall
meet in good faith for the purpose of agreeing on new rates to be effective as
of the next following January 1st. It is acknowledged and agreed that the
renegotiation of the Schedule A-4 rates shall in no way include, or be
conditioned on any adjustment of the BJC Premium then in effect under Exhibits
X-0, X-0, or A-3 of the Agreement. Notwithstanding the foregoing, although there
will be no renegotiation of Schedule A-4 rates, with respect to calendar year
1999, the parties agree to meet no later than April 1, 1999 for the purpose on
agreeing on the appropriate methodology for converting all reimbursements for
services and supplies currently expressed under Schedule A-4 as a function of
average wholesale price to another form of reimbursement which generates an
equivalent reimbursement rate, but is more easily administered by BJC.
[___]*
The process of accomplishing and implementing these modifications to
Schedule A-4 shall be accomplished and prospectively implemented on or before
May 1, 1999.
18. AGREEMENT ADMINISTRATION/OPERATING COMMITTEE. Subsection 10.8 of the
Capitation Agreement is deleted in its entirety and the following substituted
therefore.
* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
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"10.8 Agreement Administration/Operating Committee. The parties shall
designate an Operating Committee to oversee the operations of this Agreement
("COMMITTEE"). The Committee shall consist of equal numbers of representatives
from each BJC, WUPN, GHP and HCUSA. The initial BJC/WUPN appointees shall be
Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx, Xxxx Xxxxx, M.D., and Xxx Xxxxxxxxx. Such
Committee shall be for the purpose of discussing all issues related to
operations under the Agreement and making recommendations as to appropriate ways
to proceed in connection with the various matters it considers. Such Committee
shall meet as frequently as necessary but no less than quarterly. The Committee
shall have the authority to create any temporary and/or subcommittees it deems
necessary or desirable for the implementation and/or effective operation of this
Agreement.
Each of the parties agrees to use best efforts to provide the Committee with
at least thirty (30) days written notice prior to the implementation of any
change in its operations which could reasonably be expected to have a material,
adverse impact on the financial results of one more of the other parties, with
respect to performance under the Agreement. Notwithstanding the foregoing, the
parties acknowledge and agree that certain situations may occur where prior
notice to the Committee may reasonably be expected to have the effect of
creating a competitive disadvantage for such party, and/or present some
sensitivities, either from a market and/or personnel perspective. In such a
situation, the party making the change in operations shall not be required to
use best efforts to give the Committee notice prior to public announcement or
implementation of the change, but shall give notice as soon as reasonably
possible after the earlier of (1) the date the change is implemented, or (2) the
date on which the potential for market disadvantage or market/personnel
sensitivity ceases. It is contemplated that the types of changes with respect to
which a party should use best efforts to provide advance notice to the
Committee, thereby permitting review and discussion include, but are not limited
to the following:
a. Changes in Benefit Plan design;
b. Offering a BJC network only in connection with a product offered by
Plan;
c. Offering a network including some, but not all, BJC/WUPN Network
Providers;
d. Modifications of information systems;
e. Changes in delegated functions;
f. Changes in methods of performance of delegated functions;
g. Changes in marketing practices;
h. Changes in underwriting policies and guidelines;
i. Changes in medical management policies; or
j. Changes in the methodology used for determining the compensation to be
paid to BJC and WUPN providers.
In addition, BJC and WUPN agree that they shall use best efforts to provide
the Committee with advanced notification of material changes in the BJC and WUPN
networks and a billing and/or billing and coding procedures and practices,
except to the extent prior notification creates a market disadvantage or
market/personnel sensitivities in which case notice will be given to the
Committee as soon as reasonably possible. In view of such circumstances, the
notice given in connection with material changes by BJC and/or WUPN to the
network
16
17
and/or billing/coding procedures shall be informational only, and not presented
for the purpose of review and discussion by the Committee, and as such are not
subject to review by the Executive Group and/or arbitration, as described below.
To the extent that representatives of any party on the Committee object to
any proposed change, the Committee shall, in good faith, attempt to resolve any
such objection to the mutual satisfaction of all parties prior to the
implementation of the change. To the extent any party is not satisfied with the
resolution, such issue will be referred to an executive group comprised of
Xxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxx Xxxxx, M.D. and Xx Xxxxxxx, or their
successors ("EXECUTIVE GROUP"). Such Executive Group shall meet promptly, but in
any event, not more than ten (10) business days after receiving the referral
from the Committee, to consider the unresolved issues.
To the extent the Executive Committee is unable to resolve the matter to the
satisfaction of all parties, regardless of whether the issue was raised by BJC,
WUPN, GHP or HCUSA, the matter shall be submitted to binding arbitration in
accordance with Section 8 of the Agreement. The purpose of the arbitration shall
be to determine whether the objecting party is, or will be, damaged as a result
of the implementation of the change or modification in question, and if so the
dollar value of the damage. Once the arbiter submits a written decision, the
party implementing a change that the arbiter has determined results in a stated
amount of damages shall pay the objecting party(ies) the amount specified in the
arbitration awarded within ten (10) business days.
To the extent the arbiter's report indicates there are in fact no damages,
or the dollar value of the damage incurred as a result of the change or changes
which are the subject of the arbitration are less then $100,000, the party
demanding the arbitration shall pay the entire cost of the arbitration,
exclusive of the other party's attorneys' fees. If the arbiter's award indicates
damages total $100,000 or more, the parties involved in the arbitration shall
split the cost of the arbitration, exclusive of attorneys' fees, equally. The
party who is directed to pay damages as a result of an arbitration award, may,
however, elect not to pay the amount set forth in such award. If that election
is made, and the amounts awarded are not paid within the ten (10) day time
period, the party or parties to whom the payment should have been made may then
terminate this Agreement immediately (subject to the continuation requirements
of Section 9.4) by giving written notice to the other party(ies) within the five
(5) day period which begins on the day after the expiration of the ten (10) day
period prescribed for payment.
Notwithstanding the foregoing, none of the parties shall be precluded from
proceeding with implementation of the proposed change (unless such change is
prohibited by another section of the Agreement), prior to the decision of the
arbitrator. All parties agree that any such arbitration shall be concluded
within a thirty (30) day period. Nothing contained in this Section 10.8 shall be
construed as providing one or more of the parties the right to terminate the
Agreement as described above, if the change implemented is otherwise precluded
by the other terms of the Agreement. In that event such dispute shall be handled
as described in Section 8 of the Agreement, without regard to this Section
10.8."
17
18
19. REIMBURSEMENT RATES. The schedule set forth in Section 3.1 of Exhibit A-1,
relating to GHP commercial products, is deleted in its entirety and the
following substituted therefore:
"Calendar Year BJC Premium
------------- -----------
1999 [___]*
2000-2001 [___]*
2002-2003 [___]*
The schedule set forth in Section 3.1 of Exhibit A-2, relating to
HCUSA's Medicaid product is deleted in its entirety and the following is
substituted therefore:
"Calendar Year BJC Premium
------------- -----------
1999 [___]*
2000-2003 [___]*
* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
18
19
The schedule set forth in Section 3.1 of Exhibit A-3 relating to GHP's
Medicare risk product is deleted in its entirety and the following substituted
therefore:
"Calendar Year BJC Premium
------------- -----------
1999 [___]*
2000-2003 [___]*
[___]*
20. PREMIUM FLOOR CALCULATION. The section of Schedule A-1 attached to Exhibit
A-1 of the Capitation Agreement entitled Incentive and Minimum Premium
Adjustments, is deleted in its entirety and replaced with the following:
"Schedule A-1
Minimum Premium Calculations
[___]*
* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
19
20
* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
20
21
21. NETWORK DEVELOPMENT CLAUSE. A new Section 3.8 will be added to the
Capitation Agreement as follows:
"3.8 Network Development. BJC and WUPN shall add ten (10) new primary care
physicians with open practice panels, geographically located in the Metro East,
Illinois market, including those zip codes listed on Attachment 4, to the number
of such BJC PCPs which were providing services under the Capitation Agreement on
March 1, 1999. Such net 10 increase" shall be accomplished on or before January
1, 2000. To the extent such increase is not accomplished by January 1, 2000, the
BJC Premium as described in Section 3.1 of Exhibit A-3 shall be reduced by one
(1) percentage point with respect to BJC Medicare Members whose principal
residence is located in a zip code included under the Metro East, Illinois
section of Attachment 4.
In an effort to collaboratively expand the provider network BJC and WUPN
agree to commit an additional full-time equivalent employee to expand the
recruitment efforts in Illinois, west and south St. Louis County and St. Xxxxxxx
County, currently being managed by Dr. Xxx Chod and Xxx Xxxxxxxxx, until such
time as forty (40) new BJC PCPs are added to the number of BJC PCPs with offices
located in the zip codes which comprise these targeted expansion areas as
specifically set forth on Attachment 4. GHP shall also add a full-time
equivalent employee to aid in physician recruitment and contracting in Metro
East, Illinois, west and south St. Louis County and St. Xxxxxxx County, in
addition to the current efforts of Xxxxx Xxxxxx. GHP will assist in identifying
PCPs and details of such physicians' practices including location, patient
panels, etc."
22. QUARTERLY OPERATING STATEMENT. A new Section 3.9 shall be added to the
Capitation Agreement as follows:
"3.9 Quarterly Statements. BJC shall provide Plan with quarterly operating
statements of the financial results of this Agreement. GHP, BJC, HCUSA and WUPN
would then have the opportunity to identify and jointly address issues on a
factual basis in an effort to improve service, quality and financial results."
23. EMPLOYEE COMMUNICATION. A new Section 3.10 shall be added to the Capitation
Agreement as follows:
"3.10 Employee Communication. BJC and WUPN agree, that on a quarterly basis,
they will communicate with employees through written communication channels
normally used by BJC and WUPN for transmitting information of general interest
and importance to their respective workforces, regarding the partnership with
GHP and HCUSA, including but not limited to the fact that it is in all of the
parties' mutual interests to work collaboratively together to serve Members
receiving care from BJC and WUPN."
24. MARKETING ASSISTANCE. A new Section 3.11 is added to the Capitation
Agreement as follows:
21
22
"3.11 Marketing Assistance. BJC and WUPN agree that they shall make best
efforts to cooperate with Plan in its marketing efforts. To that end, BJC and
WUPN shall:
a. provide professional staff, including nurses, dietitians, physician and
occupational therapists to participate with Plan personnel, no more frequently
than quarterly to provide screenings such as blood pressure, diabetes,
cholesterol, hearing, vision, and height and weight checks at events such as
community health fairs, open houses, and employer group health and wellness
fairs; and
b. make one or more physicians who are BJC Providers available to speak at
community events such as meetings, seminars and health fairs on a topic of
interest mutually agreed to by the parties. No more than three (3) physicians
will be made available quarterly."
25. FRIVOLOUS CLAIMS. A new paragraph is added to Section 8 of the Capitation
Agreement as follows:
"The parties agree that if one of the parties pursues claims through binding
arbitration, as described above, and does not prevail on any aspect of the
claims prosecuted, that party shall pay the entire cost of the arbitration which
shall otherwise be borne equally by the parties, exclusive of attorneys' fees.
The parties further agree that to the extent one of the parties pursues the
dispute resolution process described above through the stage of binding
arbitration, and the other party reasonably believes that the prosecution of the
claim or claims is frivolous, and therefore in bad faith, such party shall have
the right to require that the arbiter make a special finding determining whether
or not one or more of the claims pursued was in fact frivolous. The arbiter
shall then be required to include the result of the special finding in the
written arbitration award. If the written arbitration award states that one or
more of the claims brought were frivolous, then the party pursuing such claim
shall pay both the entire cost of the arbitration, as well as the reasonable
attorney's fees of the other party or parties. For this purpose the standard
that the arbiter shall apply to determining if the claim is "frivolous" are the
principals set forth in Rule 11 of the Federal Rules of Civil Procedure."
22
23
26. TERM. Section 9.1 of the Capitation Agreement is deleted in its entirety and
the following substituted therefore:
"9.1 Term. The term of this Agreement shall be from the Effective Date
through and including December 31, 2003."
27. TERMINATION. Section 9.3(2)(i) of the Capitation Agreement is deleted in its
entirety and the following substituted therefore:
"(i) Material Breach. By either party, for breach of a material term or
provision of this Agreement, provided the breaching party is given ninety (90)
days written notice of the other party's intent to terminate. Such notice must
specifically set forth the circumstances giving rise to the alleged breach and
state that the receiving party is in material breach of the Agreement
("NOTICE"). Such party shall then have the ninety (90) day period, or a longer
period if agreed to in writing by both parties, to cure the breach. If the
breaching party fails to cure the breach(s), the non-breaching party may
terminate the Agreement at the conclusion of the ninety (90) day period
described above. To the extent the alleged breach is not described in
subparagraph (ii) below, the non-breaching party shall continue to perform its
obligations under this Agreement through the end of the ninety (90) day period,
and any continuation period otherwise required by Section 9.4 of this Agreement.
If this Agreement is actually terminated as a result of a material breach, and
after the end of the ninety (90) day period described above, BJC and WUPN shall
be compensated for any services provided to Members in accordance with Exhibit
A-4. Exhibits X-0, X-0 xxx X-0 xxxxx xx treated as void from and after the end
of the ninety (90) day period.
In addition to the foregoing, and irrespective of the provisions of Section
8 of this Agreement, the party allegedly in breach shall have the right to elect
that binding arbitration, as described in Section 8 of this Agreement, commence
within ten (10) days from the date on which the Notice is given by the
non-breaching party. Such an election must be made in writing and delivered to
the party giving the Notice prior to the end of the that (10) day period. In
addition, any election to proceed directly to binding arbitration shall require
that the arbitration be completed within the original ninety (90) day period in
which the breaching party would be entitled to affect a cure and thereby avoid
termination. Further, the parties agree that in connection with any arbitration
elected under this provision, the arbiter selected must agree to complete the
arbitration and issue a decision prior to the expiration of the ninety (90) day
cure period. Notwithstanding the foregoing, nothing in this Section 9.3(2)(i) is
intended to prevent the party or parties who has allegedly committed a material
breach from demanding binding arbitration as described in Section 8 of this
Agreement at anytime after then ten (10) day period described in this Section.
The remedies described above shall not be exclusive, but shall be in addition to
any remedy available at law or in equity to the non-breaching party."
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28. PRINCIPAL CLAIMS PAYMENT ACCOUNT. A new paragraph is added to Section 2 of
Exhibit A-1, as follows:
"Subject to approval by the Missouri Department of Insurance ("DOI"), the
parties acknowledge that to the extent the amendment outlined in Section 13 of
the Second Amendment becomes effective, the parties agree that the same Claims
Payment Account established for BJC Members under Exhibit A-1 who are enrollees
of GHP will be used for BJC Members who are Principal enrollees. In addition,
BJC shall only be responsible for obtaining a single Letter of Credit as
described in Section 3.3(3) of Exhibit A-1. To the extent approval by the DOI is
not forthcoming and BJC is required to establish an additional claims payment
account, or separate Letter of Credit, GHP agrees that it shall reimburse BJC
for all reasonable incremental costs associated with the establishment and
maintenance of the additional account and/or Letter of Credit."
29. OTHER TERMS. All other terms of the Capitation Agreement shall remain in
effect without modification.
IN WITNESS WHEREOF, the parties have executed this Second Amendment, and WUPN
has accepted and agreed to this Second Amendment, this 26th day of February,
1999.
BJC HEALTH SYSTEM GROUP HEALTH PLAN, INC.
By: /s/ XXXXXX X. XXXXXXX By: /s/ XXXXXXX X. XXXXX
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx
Vice President and Chief Financial Officer President and Chief Executive Officer
WASHINGTON UNIVERSITY HEALTHCARE USA OF
PHYSICIAN NETWORK MISSOURI, LLC
By: /s/ XXXXX X. XXXXX, M.D. By: /s/ XXXXXX X. XXXX
------------------------------- -------------------------------
Xxxxx X. Xxxxx, M.D. Xxxxxx X. Xxxx
President President and Chief Executive Officer
WASHINGTON UNIVERSITY SCHOOL
OF MEDICINE
By: /s/ XXXXX X. XXXXX, M.D.
--------------------------------
Xxxxx X. Xxxxx, M.D.
Associate Vice Chancellor for Clinical Services
24
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ATTACHMENT 1
RENEWAL RATE INFORMATION
[___]*
* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
25
26
* Portions have been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
26
27
ATTACHMENT 2
CLEAN CLAIM DEFINITION
"The term "clean claim" means a claim that has no defect or impropriety
(including any lack of any required substantiating documentation) or particular
circumstance requiring special treatment that prevents timely payments from
being made." "A clean claim is a claim that requires no outside request for
additional information."
The claim must be submitted on a standard claim form and contain the basic data
elements necessary for processing. These include, where applicable:
Field UB-92
-----------------------------
01 Provider name, address & telephone number
04 Type of xxxx
05 Federal tax number
06 Statement covers period
07 Covered days
12 Patient name
13 Patient address
14 Patient date of birth
15 Patient sex
17 Admission/Start of care date
19 Type of admission
22 Patient status
42 Revenue code(s)
45 Service date (supplied by Attachment is acceptable)
46 Units of service
47 Total charges (by revenue code category)
58 Insured's name
60 Certificate/Social Security number/Health insurance claim/Identification number
61 Insured group name
62 Insurance group number
63 Treatment authorization number, unless not provided by Plan
67 Principal diagnosis
68-75 Other diagnosis codes
76 Admitting diagnosis code
80 Principal procedure code and date
81 Other procedure codes and dates
27
00
Xxxxx XXXX-0000
---------------------------------
01-A Insured's ID number
02 Patient name
03 Patient's date of birth and sex
04 Insured's name
05 Patient's address, telephone number
06 Patient's relationship to insured
10 Patient condition relationship
11 Insured's information
13 Patient or authorizing person assignment of payment
14 Illness, injury, pregnancy date
21 Valid diagnosis code(s)
For each procedure include:
24-A Date of service
24-B Place of service
24-C Type of service
24-D Procedure, service or supply code and modifier
24-E Diagnosis code
24-F Amount charged
24-G Days or units
25 Provider Federal Tax ID
27 Provider accept assignment (Government claims)
28 Total charges on xxxx
29 Amount that has been paid on xxxx
32 Name and address of facility where services were rendered (other than home or office)
33 Billing name, address, telephone for physician or supplier
Electronic Claims
Electronic claims require the same information as paper.
Special arrangements need to be made for submission of claims with attachments.
Claims are NOT considered "received" unless they have passed our system edits
and have been accepted into the GHP system. Provider should review reject
reports from the clearinghouse to verify acceptance.
Payment is subject to member eligibility at the time of service.
CLAIMS SUBMITTED WITH THIS INFORMATION THAT ARE NOT ADJUDICATED (PAID, DENIED,
ZERO PAID) BY GHP/HCUSA WITHIN 45 DAYS OF RECEIPT SHALL BE PAID WITH INTEREST AS
DESCRIBED IN SECTION 2.8 OF THIS AGREEMENT.
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29
Potential Fields to be Added
The parties agree that the foregoing definition of "clean claim" is intended to
provide all information which would be required to submit a claim to the
Medicare and/or Medicaid programs for processing. The parties further agree that
it is their intent that information which will facilitate the efficient
administration of coordination of benefits provisions should be provided.
Therefore, the parties will appoint representatives to a Technical Group to
review the possibility and advisability of adding the following fields to the
"clean claim" definition:
Field UB-12 Field HCFA 1500
----- ----- ----- ---------
38 Responsible party name/address 09 Other Insured's information - COB
39-41 Value codes and amounts (if applicable) 15 Same Incident Date
44 HCPCS/rates 24 COB
54 Prior payments - payer and patient
The field listed above shall be referred to as the "Additional Fields."
The Technical Group shall meet for purpose of determining whether one or more of
the Additional Fields should be added to the "clean claim" definition no later
than March 15, 1999, and shall conclude its work no later than March 30, 1999.
If they are unable to reach agreement by March 30, 1999, the Executive Group
described in Section 10.8 of the Agreement shall meet no later than April 16,
1999 to resolve the issue. Prior to resolution, BJC and WUPN agree to use best
efforts to include the Additional Fields when submitting bills, and GHP and
HCUSA shall use best efforts to pay claims in the time frames set forth in
Section 2.8 of the Agreement even in the absence of the Additional Fields. In no
event shall a BJC facility provider be required to submit both a UB-92 and a
HCFA 1500 unless physician is an employee of the hospital.
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ATTACHMENT 3
AUTO ASSIGN LOGIC
ASSIGNING PCPS TO NEWBORNS
PROCEDURE: When Medical Management informs us of a birth to a member, or an
application is received where the PCP is not identified, it is necessary that a
PCP be assigned to the newborn. The assignment process is as follows:
- The Membership Specialist should pull up the subscriber's contract on
the IDX system.
- If there is a sibling (siblings) already on the contract, assign the
newborn the same PCP that is already assigned to the youngest sibling.
- If there are no siblings, determine the Medical Practice site of the
mother. Assign a PCP in that same Medical Practice site based on the zip
code of the mother (i.e.: Unity, BJC, ESSE, etc.).
- Send a letter to the member informing them of the PCP assigned to the
newborn within five (5) days (see Attachment A), copying the PCP and the
appropriate Utilization Management Department.
ASSIGNING PCPS TO NEW ENROLLEES
PROCEDURES: When an application is received which does not identify a PCP, has
named a non-contracted provider as PCP, OR has named a specialist as their PCP,
the Membership Specialist will do the following:
- The Membership Specialist will assign a PCP BASED ON THE SUBSCRIBER'S
ZIP CODE.
- A letter will be mailed to the subscriber indicating the reason a PCP
was assigned to him or a dependent. It will identify the PCP assigned
with directions on how to change their PCP if desired. (SEE SAMPLE
LETTERS ATTACHED.)
NOTE: IF THE MEMBER TO BE LOADED IS A DEPENDENT OR A SIBLING OF AN EXISTING
MEMBER, THE NEW MEMBER WILL BE ASSIGNED TO THE PCP OF THE SUBSCRIBER OR SIBLINGS
AND NO LETTER WILL BE MAILED.
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ATTACHMENT 4
ZIP CODES FOR NETWORK DEVELOPMENT
ST. XXXXXXX COUNTY, ILLINOIS
----------------------------
62013 00000
XX. XXXXXXX XXXXXX, XXXXXXXX
----------------------------
63302 63301 63303 63304 63332 63341
63366 63367 63373 63376 00000
XXXXX XXXXX, XXXXXXXX
---------------------
63010 63057 63012 63016 63019 63023
63025 63099 63026 63028 63048 63049
63050 63051 63052 63070 63128 63151
63129
METRO EAST, ILLINOIS
--------------------
62201 62203 62204 62205 62206 62207
62208 62222 62220 62221 62223 62225
62232 62236 62239 62240 62243 62244
62248 62254 62255 62256 62224 62258
62260 62264 62269 62279 62285 62295
62298 62001 62002 62010 62012 62014
62018 62021 62022 62024 02025 62028
62031 62034 62035 62037 62202 62040
62046 62048 62060 62061 62067 62084
62090 62095 62097 62234 62249 62281
62294
METRO WEST, MISSOURI
--------------------
63005 63022 63011 63015 63017 63021
63038 63040 63069 63088 63122 63126
63127 63131 63167 63198 63141 63196
63146
31
