HEALTH OPTIONS, INC.
PARTICIPATION AGREEMENT
(CAPITATION)
OPTION CARE
HEALTH OPTIONS, INC.
PARTICIPATION AGREEMENT
(CAPITATION)
TABLE OF CONTENTS
Article Page
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I. Definitions and Parties 1
II. Term and Termination 1
III. Independent Relationship 3
IV. Provider Services 4
V. Compensation 6
VI. Authorization 6
VII. Membership Identification 6
VIII. Xxxxxxxx 7
IX. Insurance 7
X. Listing, Advertising and Promotion 7
XI. Cooperation with Health Options 8
XII. Maintenance and Inspection of Records; Confidentiality 8
XIII. Access to Medical Records 9
XIV. Member Non-Liability for Payment 9
XV. Subcontracting of Service 10
XVI. Coordination of Benefits 10
XVII. Member Grievance Resolution 11
XVIII. Dispute Resolution; Arbitration 11
XIX Assignment and Delegation 12
XX. General Provisions 12-14
XXI. Notices 14
XXII. Year 2000 Compliance 15
Attachment 1 Definitions
Attachment 2 Description of Services
Attachment 3 Compensation for Services and Payment Procedures
Schedule "A" Capitation Payments
Schedule "B" Service Area
HEALTH OPTIONS, INC.
PARTICIPATION AGREEMENT
(CAPITATION)
THIS PARTICIPATION AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into by and between the parties described in Article I of
this Agreement.
WHEREAS, HEALTH OPTIONS is operating a state certified health
maintenance organization in accordance with applicable laws; and
WHEREAS, Provider is willing to participate in such health maintenance
organization as a Participating Provider by providing services to Members of
HEALTH OPTIONS in accordance with the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree to the following:
1. DEFINITIONS AND PARTIES.
1.1 The terms used in this Agreement as set forth in Attachment 1
("Definitions") shall have the meanings set forth in Attachment 1: The
parties to this Agreement are:
HEALTH OPTIONS, INC.
Corporate Offices at
0000 Xxxxxxxx Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
a
Florida corporation, hereinafter referred to as "HEALTH OPTIONS", and
OptionCare Enterprises, Inc.
d/b/a OptionCare
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxx 00000
a Delaware corporation, hereinafter referred to as "Provider".
II. TERM AND TERMINATION.
2.1 This Agreement shall become effective as of the Effective Date
appearing on the signature page hereof, and shall continue in effect
until the date shown on such signature page as the Initial Anniversary
Date. Thereafter, this Agreement shall continue in effect from year to
year from such Initial Anniversary Date unless terminated by the mutual
written agreement of the parties. Notwithstanding the foregoing and any
other provisions of this Agreement, either party may terminate
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this Agreement at any time by giving at least sixty (60) days prior
written notice of such termination to the other party.
2.2 Subject to the requirements of Sections 2.3 and 2.4 directly below,
HEALTH OPTIONS or Provider may terminate this Agreement immediately at
any time if the other party fails to have all applicable licenses or
the full amount of insurance coverage required under the provisions of
Article IX ("Insurance") below; or, if the other party fails to meet
any obligations under applicable state and local laws pertaining to the
operation of HEALTH OPTIONS or Provider. In addition, either party may
terminate this Agreement immediately at any time for cause. For
purposes of this Agreement, "cause" shall include a material breach of
an obligation to be performed hereunder and shall include in any event
a breach of any of the obligations set forth in Section 4.2 of this
Agreement, or a conviction of a felony by a party or any individual
affiliated with Provider who provides or arranges the provision of
services to Members. Further, HEALTH OPTIONS may terminate this
Agreement immediately at any time if HEALTH OPTIONS determines that
Member dissatisfaction exists with respect to services provided by
Provider. Termination shall have no effect upon the rights and
obligations of the parties arising out of any transactions occurring
prior to the effective date of such termination. Upon the written
request of HEALTH OPTIONS, Provider will continue to treat Members of
HEALTH OPTIONS who began a course of treatment prior to such
termination, subject to all of the terms and provisions of this
Agreement, until such course of treatment has been completed or
arrangements satisfactory to HEALTH OPTIONS and such Member have been
made to have such treatment provided by another provider.
2.3 RIGHT OF DEPARTMENT OF INSURANCE TO ORDER CANCELLATION. As required
under
FLORIDA STATUTES Section 641.234 as amended effective October 1,
1988, if the Department of Insurance has information and belief that
this Agreement requires HEALTH OPTIONS to pay a fee which is
unreasonably high in relation to the services provided, after review of
this Agreement the department may order HEALTH OPTIONS to cancel this
Agreement, if it determines that the fees to be paid by HEALTH OPTIONS
are so unreasonably high as compared with similar contracts entered
into by HEALTH OPTIONS or as compared with similar contracts entered
into by other health maintenance organizations in similar
circumstances, such that this Agreement is detrimental to the
subscribers, stockholders, investors, or creditors of HEALTH OPTIONS.
This Agreement shall be canceled upon issuance of such order by the
department pursuant to this section.
2.4 MANDATORY 60-DAY NOTICE OF CANCELLATION BY PROVIDER AND HEALTH OPTIONS
2.4.1 As required under
FLORIDA STATUTES Section 641.315 as amended
effective October 1, 1991, Provider shall provide sixty (60)
days' advance written notice to HEALTH OPTIONS and the
Department of Insurance at the addresses listed in the
"Notice" section of this Agreement before
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canceling this Agreement with HEALTH OPTIONS for any reason.
Nonpayment for goods or services rendered by the Provider to
HEALTH OPTIONS or any of its Members shall not be a valid
reason for avoiding such 60-day advance notice of
cancellation. Upon receipt by HEALTH OPTIONS of a 60-day
cancellation notice, HEALTH OPTIONS may, if requested by the
Provider, terminate the contract in less than sixty (60) days
if HEALTH OPTIONS is not financially impaired or insolvent.
2.4.2 As required under
FLORIDA STATUTES Section 641.315 as amended
effective October 1, 1996, HEALTH OPTIONS shall provide sixty
(60) days' advance written notice to Provider and the
Department of Insurance at the addresses listed in the
"Notice" section of this Agreement before canceling, without
cause, this Agreement with Provider, except in such cases
where a Member's health is subject to imminent danger or
Provider's ability to provide services pursuant to this
Agreement is effectively impaired by the Board of Medicine or
other government or regulatory agency.
2.4.3 HEALTH OPTIONS and Provider hereby acknowledge and agree that
the provisions of 2.4.1 and 2.4.2 above do not relieve either
party of any of its other obligations under this Agreement
that are not inconsistent with the foregoing, including
without limitation any obligation either party has to provide
more than sixty (60) days' notice of cancellation of this
Agreement, to the other party.
III. INDEPENDENT RELATIONSHIP.
3.1 Notwithstanding the provisions of Article XI ("Cooperation With HEALTH
OPTIONS") or any other provisions hereof, in the performance of the
obligations of this Agreement each party is at all times acting and
performing as an independent contractor with respect to the other
party, and no party shall have or exercise any control or direction
over the method by which the other party shall perform such work or
render or perform such services and functions. It is further expressly
agreed that no work, act, commission or omission of any party (or any
of its agents, servants or employees) pursuant to the terms and
conditions of this Agreement, shall be construed to make or render such
party (or any of its agents, servants or employees) an agent, servant,
representative, or employee of, or joint venturer with, such other
party.
3.2 Provider hereby expressly acknowledges its understanding that this
Agreement constitutes a contract between Provider and HEALTH OPTIONS,
that HEALTH OPTIONS is an independent corporation operating under a
license or sublicense with the Blue Cross and Blue Shield Association
(the "Association"), an association of independent Blue Cross and Blue
Shield Plans, permitting HEALTH OPTIONS to use the Blue Cross and/or
Blue Shield Service Xxxx in the State of
Florida, and that HEALTH
OPTIONS is not contracting as the agent of the Association. Provider
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further acknowledges and agrees that it has not entered into this
Agreement based upon representations by any person other than HEALTH
OPTIONS and that no person, entity, or organization other than HEALTH
OPTIONS shall be held accountable or liable to Provider for any of
HEALTH OPTIONS' obligations to Provider created under this Agreement.
This paragraph shall not create any additional obligations whatsoever
on the part of HEALTH OPTIONS' other than those obligations created
under other provisions of this Agreement.
IV. PROVIDER SERVICES.
4.1 Provider will make available to HEALTH OPTIONS, for the use and benefit
of Members, those services that may be requested by or on behalf of
HEALTH OPTIONS in order to provide Members with those Covered Services
described and set forth in Attachment 2 of this Agreement ("Description
of Services"). Such Covered Services are to be provided in accordance
with accepted professional practices and standards and (except in cases
of Emergency) with the informed consent of such Members. In addition,
such Covered Services are to be provided by qualified professional
health personnel. HEALTH OPTIONS and Provider may mutually agree in
writing either to increase or decrease the Covered Services made
available hereunder. Provider shall not discriminate against Members in
any manner vis-a-vis other patients served by Provider.
4.2 Provider represents and agrees:
4.2.1 That it has, and will during each term of this Agreement
maintain in full force and effect, all licenses, permits,
certifications, (including, if Provider provides Covered
Services to Members who are Medicare beneficiaries,
certification from the U.S. Department of Health and Human
Services as a provider under the Medicare program), and other
regulatory approvals required under federal and/or state law
in connection with providing the Covered Services contemplated
by this Agreement.
4.2.2 That all personnel who are used by Provider, directly or
indirectly, to provide Covered Services to Members are
competent to do so and that all such personnel possess any and
all licenses, permits, certifications and regulatory approvals
required by law in connection with providing such Covered
Services; that all such personnel will perform only those
services which they are legally authorized and permitted to
perform; and that Provider and all such personnel will
perform their duties hereunder in accordance with all
applicable local, state and federal requirements, as well as
such national, state and county standards of professional
ethics and practice as may be applicable.
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4.2.3 That Provider will promptly notify HEALTH OPTIONS of the loss
of, or any limitation with respect to, any such license,
permit, certification, or regulatory approval.
4.2.4 That any and all facilities, equipment, goods and supplies
(including, if applicable, vehicles) used by Provider to
provide Covered Services to Members will be available,
properly serviced and maintained, and otherwise appropriate
for providing any Covered Services to Members pursuant to
this Agreement.
4.2.5 That, except in cases of Emergency, Provider and any
physicians or other health care professionals who do or may
provide services to Members hereunder will not admit a Member
to a hospital without first obtaining prior authorization, on
an appropriate HEALTH OPTIONS referral or authorization form,
from the Member's HEALTH OPTIONS Primary Care Physician or the
HEALTH OPTIONS Medical Director for the HEALTH OPTIONS
service area in which Provider is located (or, if requested in
advance in writing, from both such Primary Care Physician and
Medical Director). In cases of Emergency, if Provider (or any
physician or other health care professional providing services
to Member hereunder for or on behalf of Provider) refers,
transfers, or admits any Member to a hospital, Provider will
notify HEALTH OPTIONS thereof as soon as possible unless prior
authorization from HEALTH OPTIONS has been obtained.
4.2.6 That it will inform any physicians and other health care
professionals who do or may provide services on behalf of
Provider to Members hereunder of the existence of this
Agreement and of any provisions herein that are applicable to
them. Additionally, Provider will, after receipt of written
request from HEALTH OPTIONS, immediately terminate any
agreement or agreements it has for the provision of Covered
Services to Members specific to the provider or providers of
such services included in such written request from HEALTH
OPTIONS. In any event HEALTH OPTIONS retains the right to
approve, or disapprove, new providers of Covered Services to
Members and/or new sites of service.
4.2.7 That it has arrangements with emergency services to enable
Provider to arrange for prompt, safe, referral and transfer of
any Member for Medically Necessary treatment in appropriate
situations.
4.2.8 That it will provide Covered Services to Members on a
twenty-four (24) hour daily basis or will assure that any
Member who is referred for receipt of such services at any
hour obtains appropriate instructions as to how and where to
obtain such services at other facilities, to assure that the
life or safety of any Member will not be jeopardized.
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V. COMPENSATION.
5.1 HEALTH OPTIONS agrees to pay to Provider the compensation set forth in
Attachment 3 ("Compensation For Services and Payment Procedures") for
those Covered Services described and set forth in Attachment 2 of this
Agreement ("Description of Services") and provided pursuant to this
Agreement to a Member that have been duly authorized as set forth in
Article VI below ("Authorization"). Rates of compensation shall remain
constant for the term of this Agreement, unless HEALTH OPTIONS and
Provider mutually agree in writing that any or all such rates be either
increased or decreased. Provider agrees to be responsible for
collecting any applicable Copayments required for Covered Services
directly from the Members, and shall not waive, discount or rebate any
such deductibles or Copayments without the prior written consent of
HEALTH OPTIONS.
5.2 In the event of any overpayment, duplicate payment, or other payment of
an amount in excess of that to which Provider is entitled, HEALTH
OPTIONS may, in addition to any other remedy, recover the same by way
of offsetting the amounts overpaid against current and future amounts
due to Provider and/or seeking an immediate refund of the amount of
controversy from the Provider.
VI. AUTHORIZATION.
6.1 Except in cases of Emergency, Covered Services shall be provided to
Members under this Agreement only as authorized by the Medical Director
of HEALTH OPTIONS (or his designee), or by a physician who has
contracted with HEALTH OPTIONS to provide health services to Members.
Provider shall attempt to contact HEALTH OPTIONS to verify that a
patient is a Member of HEALTH OPTIONS and eligible to receive the
services to be provided.
VII. MEMBER IDENTIFICATION.
7.1 HEALTH OPTIONS shall furnish to its Members identification cards
which, except in an Emergency, must be presented to Provider at the
time Covered Services are rendered. However, such identification cards
in no way create, or serve to verify, eligibility to receive Covered
Services under this Agreement. Upon request by Provider, HEALTH OPTIONS
shall provide available information concerning a Member's eligibility
to receive Covered Services under this Agreement. Such information
shall not be deemed to be a promise or guarantee of payment by HEALTH
OPTIONS under this Agreement.
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VIII. XXXXXXXX.
8.1 Provider shall submit to HEALTH OPTIONS, for all Covered Services
rendered to Members in accordance with the terms of this Agreement,
complete, accurate and itemized xxxxxxxx, which shall include
identifying patient information and itemized records of such services
and charges, in billing form and content that are acceptable to HEALTH
OPTIONS and as may be required by applicable laws or regulations.
IX. INSURANCE.
9.1 Each party to this Agreement, at its sole cost and expense, shall
procure and maintain such policies of general liability and
professional liability insurance and other insurance as shall be
adequate to insure such party and its employees against any claim or
claims for damages arising by reason of personal injuries or death
occasioned directly or indirectly in connection with the performance of
services and activities by such party, and the use of any facilities,
equipment or supplies provided by such party, in connection with this
Agreement. Each of such policies shall be in form and amounts
acceptable to the other party, but not more than two (2) million
dollars per occurrence and five (5) million dollars in the aggregate.
Each party shall furnish the other party reasonable proof of such
adequate insurance as shall be requested upon execution of this
Agreement and/or at any reasonable time thereafter, and shall notify
the other in writing at least thirty (30) days prior to the termination
or any reduction of such coverage. The failure to give such notice, or
the absence of such coverage, is grounds for immediate termination of
this Agreement.
X. LISTING, ADVERTISING AND PROMOTION.
10.1 Provider agrees that HEALTH OPTIONS may identify Provider as a provider
of services to HEALTH OPTIONS Members and specifically agrees that
HEALTH OPTIONS may advertise, publicize, and otherwise promote its
relationship with Provider to potential and existing Members in
accordance with HEALTH OPTIONS' marketing program. HEALTH OPTIONS may
list the name, address, telephone number of Provider, and a description
of its facilities and services, in HEALTH OPTIONS' directories or other
lists of providers of services. HEALTH OPTIONS and Provider further
agree that, except as provided in the foregoing sentence, the name,
symbols, trademarks, trade names, and service marks of each party,
whether presently existing or hereafter established, are proprietary;
and each party reserves to itself the right to the use and control
thereof. In addition, except as provided in the first sentence hereof,
neither party shall use the other party's name, symbols, trademarks or
service marks in advertising or promotional materials or otherwise
without the prior written consent of that party and shall cease any
such usage immediately upon written notice of the party or upon
termination of this Agreement, whichever is sooner.
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XI. COOPERATION WITH HEALTH OPTIONS.
11.1 COOPERATION WITH HEALTH OPTIONS. Provider agrees to cooperate with
HEALTH OPTIONS fully in connection with the conducting by HEALTH
OPTIONS of its regular audit activities, credentialing activities, peer
review activities, utilization management programs, quality assurance
programs, and discharge planning activities. In connection therewith,
Provider will allow employees, agents, and/or independent contractors
retained by HEALTH OPTIONS for the performance of such activities,
access to Members, and/or to records pertaining to such Members at
reasonable times, consistent with applicable
Florida law, and, if
applicable, consistent with reasonable previously established policies
of Provider concerning patient safety and welfare. Provider will comply
with all reasonable requirements and policies of HEALTH OPTIONS used in
administering such activities and/or programs, and further shall comply
with administrative policies and procedures that are used by HEALTH
OPTIONS in conducting its business operations. HEALTH OPTIONS shall not
be subject to liability to Provider as a result of conducting such
activities or programs, provided that HEALTH OPTIONS has acted in good
faith.
11.2 COORDINATION OF DEFENSE OF CLAIMS. Provider and HEALTH OPTIONS agree to
make all reasonable efforts, consistent with advice of counsel and the
requirements of applicable insurance policies and carriers, to
coordinate the defense of all claims in which the other is either a
named defendant.
XII. MAINTENANCE AND INSPECTION OF RECORDS; CONFIDENTIALITY.
12.1 Provider agrees to maintain adequate business and medical records in
English relating to the provision of Covered Services to Members during
the entire term of this Agreement and for a period of at least seven
(7) years thereafter.
12.2 Provider and HEALTH OPTIONS agree that all Member medical records shall
be treated as confidential so as to comply with all state and federal
laws regarding the confidentiality of patient records. However, HEALTH
OPTIONS and any HEALTH OPTIONS Affiliate, subject to applicable laws,
shall have access to, and shall have the right upon request to inspect
and, at its own expense, copy, at all reasonable times, any accounting,
administrative, and medical records maintained by Provider pertaining
to HEALTH OPTIONS, to Covered Services provided to Members, and to
Provider's participation hereunder. In addition, Provider will allow
inspection of books and records related to Providers' dealings with
HEALTH OPTIONS by HEALTH OPTIONS, by authorized state agencies, and by
the Department of Health and Human Services and the Comptroller General
of the United States or their duly authorized representatives;
provided, however, that, whenever feasible, Provider shall notify
HEALTH OPTIONS prior to releasing information to any agency or entity
other than HEALTH OPTIONS.
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12.3 The provisions of this Article shall not be interpreted to place any
obligation on Provider that would cause Provider to act or otherwise be
in violation of applicable state or federal law.
XIII. ACCESS TO MEDICAL RECORDS.
13.1 Until the expiration of four (4) years after the furnishing of services
pursuant to this Agreement, Provider shall make available, upon written
request, to the Secretary of the Department of Health and Human
Services, or upon request, to the Comptroller General, or to any of
their duly authorized representatives, this Agreement and books,
documents and records of Provider that are necessary to certify the
nature and extent of costs incurred with respect to any services
furnished for which payments may be made under the Medicare and
Medicaid programs. If Provider carries out any of the duties of this
Agreement through a subcontract, having a value or costs of $ 10,000 or
more over a twelve (12) month period, with a related organization, such
subcontract shall contain a clause to the effect that until the
expiration of four (4) years after the furnishing of such services
pursuant to such subcontract, the related organization shall make
available, upon written request, to the Secretary of the Department of
Health and Human Services, or upon request, to the Comptroller General,
or to any of their duly authorized representatives, the subcontract,
and books, documents and records of such organization that are
necessary to verify the nature and extent of costs incurred with
respect to any services furnished for which payments may be made under
the Medicare and Medicaid programs.
XIV. MEMBER NON-LIABILITY FOR PAYMENT.
14.1 Provider hereby agrees that in no event, including but not limited to
non-payment by HEALTH OPTIONS, insolvency of HEALTH OPTIONS, or breach
of this Agreement, shall Provider xxxx, charge, collect a deposit from,
seek compensation, remuneration or reimbursement from, or have any
recourse against any Member or persons other than HEALTH OPTIONS acting
on their behalf for Covered Services provided pursuant to this
Agreement. This provision shall not prohibit collection of supplemental
charges, Copayments, or charges for non-Covered Services in accordance
with the terms of the applicable Health Services Agreement.
14.2 Provider 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 HEALTH
OPTIONS Members and that (2) this provision supersedes any oral or
written contrary agreement now existing or hereafter entered into
between Provider and any Member or persons acting on their behalf,
14.3 Any modification, addition, or deletion to the provisions of this
Article shall become effective on a date no earlier than fifteen (15)
days after the
Florida Commissioner of Insurance has received written
notice of such proposed change.
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XV. SUBCONTRACTING OF SERVICES.
15.1 Provider shall not subcontract this Agreement or any portion of it
without the prior written consent of HEALTH OPTIONS if the subcontract
in any manner pertains to patient care that Members are to receive
hereunder. Provider shall remain fully liable and responsible for the
performance of its obligations hereunder notwithstanding the existence
of any such subcontract and any consent thereto by HEALTH OPTIONS. Such
consent shall not be unreasonably withheld.
15.2 In the event of any such subcontract, Provider will monitor the
performance of the subcontractor and will provide HEALTH OPTIONS with
evidence, in form and substance satisfactory to HEALTH OPTIONS,
concerning the rendering of services to Members by such subcontractor
and payment by Provider to such subcontractor.
XVI. COORDINATION OF BENEFITS.
16.1 The provisions of this Coordination of Benefits Article are subject to
applicable federal and/or state law concerning coordination of health
insurance benefits, including without limitation
Florida Insurance
Code, Section 627.4235, as amended ("the C.O.B. rules"), and shall be
modified to the extent necessary to enable the parties to comply with
such law.
16.2 SERVICE AREA MEMBERS. In any case where a Service Area Member is
entitled to payment from any third party for Covered Services provided
by Provider in accordance with the provisions of this Agreement, and
such third party is other than the primary payor under the C.O.B.
rules, payment to Provider for that Member shall not be made by HEALTH
OPTIONS of any amount(s) which, when added to all other payments made
to Provider for such services, would exceed 100% of the amount agreed
to be paid to Provider by HEALTH OPTIONS under this Agreement for
providing such services; and, Provider will neither xxxx nor attempt
to collect from HEALTH OPTIONS, nor any Service Area Member, any such
amounts.
16.3 NON-SERVICE AREA MEMBERS. In any case where a Member other than a
Service Area Member is entitled to payment from any third party for
Covered Services provided by Provider in accordance with the provisions
of this Agreement, and such third party is other than the primary payor
under the C.O.B. rules, HEALTH OPTIONS will pay Provider for Covered
Services provided that: (1) Provider is in compliance with all other
terms of this Agreement, and (2) such HEALTH OPTIONS payment to
Provider shall not be made to the extent that such payment, when added
to all other payments made to Provider for that Member for such
services, would exceed 100% of the amount agreed to be paid to Provider
by HEALTH OPTIONS under this Agreement for providing such services; and
Provider will neither xxxx nor attempt to collect from HEALTH OPTIONS,
nor any non-Service Area Member, any such amounts.
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16.4 Provider will cooperate fully with HEALTH OPTIONS in all lawful efforts
by HEALTH OPTIONS to collect such amounts under the C.O.B. rules. In
addition, Provider shall make a good faith effort to obtain information
that may be helpful to HEALTH OPTIONS in coordinating such benefits,
shall otherwise assist HEALTH OPTIONS in such coordination of benefits,
and shall promptly refund any overpayments made by HEALTH OPTIONS to
Provider pursuant to the foregoing provisions.
XVII. MEMBER GRIEVANCE RESOLUTION PROCEDURE.
17.1 Provider acknowledges that HEALTH OPTIONS, in and pursuant to its
various agreements with groups and individuals to provide prepaid
health care, has established a grievance resolution procedure which
provides a meaningful process for hearing and resolving disputes
arising thereunder, involving Members, HEALTH OPTIONS, Participating
Providers and/or Provider. A copy of said grievance resolution
procedure will be made available to Provider upon reasonable request.
The parties agree that any complaint, grievance or claim asserted
pursuant to such grievance resolution procedure shall be resolved in
accordance with such grievance resolution procedure and that they will
comply with all final determinations made through the grievance
procedure.
XVIII. DISPUTE RESOLUTION; ARBITRATION.
18.1 Both parties agree to meet and confer in good faith to resolve any
controversy or claim arising out of or relating to this Agreement or
the breach thereof; provided, however, that the foregoing shall in no
way be construed in a manner that would modify or limit the rights and
obligations of the parties under Article 11 above with respect to
termination of this Agreement. Unless otherwise prohibited by law, any
such controversy or claim which cannot be so resolved shall be
submitted to binding arbitration. Unless the parties agree in writing
to modify the procedure for such arbitration, the following procedure
shall be followed: Arbitration may be initiated by either party making
a written demand for arbitration on the other party within a reasonable
time from the date the claim, dispute, or controversy arose, but in no
event later than the date legal proceedings would be barred by the
applicable statute of limitations. The party making such demand shall
designate a competent and disinterested arbitrator in such written
demand. Within thirty (30) days of that demand, the other party shall
designate a competent and disinterested arbitrator and give written
notice of such designation to the party making the initial demand for
arbitration. Within thirty (30) days after such notices have been
given, the two arbitrators so designated shall select a third competent
and disinterested arbitrator and give notice of the selection to both
parties. If the two arbitrators designated by the parties are unable to
agree on a third arbitrator within thirty (30) days, then upon request
of either party such third arbitrator shall be selected by a Circuit
Judge in the county in which arbitration is pending. The arbitrators
shall then hear and determine the question or questions in dispute, and
the decision in writing of any two arbitrators shall be binding upon
the parties. The arbitration shall be held in the State of
Florida at a
location to be designated by the party not making the
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initial demand for arbitration. Unless the parties otherwise agree, the
arbitration shall be conducted in accordance with the rules governing
procedure and admission of evidence in the courts of the State of
Florida. Each party shall pay its chosen arbitrator and shall bear
equally the expense of the third arbitrator and all other expenses of
the arbitration, provided that attorney's fees and expert witness fees
are not deemed to be expenses of arbitration but are to be borne by the
party incurring them. Except as otherwise provided in this Agreement,
arbitration shall be governed by the provisions of the Florida
Arbitration Code.
XIX. ASSIGNMENT AND DELEGATION,
19.1 Neither party may assign any rights or delegate any duties or
obligations under this Agreement, or transfer this Agreement in any
manner, without the express written approval of a duly authorized
representative of the other party, and any such attempted assignment,
delegation or transfer in violation of this provision shall be void;
provided, however, that HEALTH OPTIONS expressly reserves the right to
assign any and all of its rights, and to delegate any and all of its
duties and obligations hereunder, and to in any manner transfer this
Agreement, to a HEALTH OPTIONS Affiliate, provided that HEALTH OPTIONS
shall notify Provider of any such assignment, delegation or transfer in
writing at least thirty (30) days prior thereto.
XX. GENERAL PROVISIONS.
20.1 AMENDMENT. This Agreement or any part of it may be amended at any time
during the term of the Agreement by mutual consent in writing of duly
authorized representatives of the parties. Provided, however, that any
change (including any addition and/or deletion) to any provision or
provisions of this Agreement that is required by duly enacted federal
or Florida legislation, or by a regulation or rule finally issued by a
regulatory agency pursuant to such legislation, rule or regulation,
will be deemed to be part of this Agreement without further action
required to be taken by either party to amend this Agreement to effect
such change or changes, for as long as such legislation, regulation or
rule is in effect,
20.2 APPLICABLE LAW. The validity of this Agreement and of any of its terms
and provisions, as well as the rights and duties of the parties
hereunder, shall be interpreted and enforced pursuant to and in
accordance with the laws of the State of Florida.
20.3 ATTORNEY FEES; ENFORCEMENT COSTS. Except in the case of arbitration
proceedings referred to above, or if the parties otherwise agree in
writing, if any permitted legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with any
provision of this Agreement, the successful or prevailing party or
parties shall be entitled to recover reasonable attorney's fees, court
costs, and other reasonable expenses incurred in connection with
maintaining or defending such
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action or proceeding, as the case might be, including any such
reasonable attorney's fees, costs, or expenses incurred on appeal, in
addition to any other relief to which such party or parties may be
entitled.
20.4 BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the parties, their successors, and their permitted assigns,
unless otherwise set forth herein or agreed to by the parties in
writing.
20.5 CONFIDENTIALITY OF CONTRACT TERMS AND MEMBER LISTINGS. Provider
acknowledges and agrees that the reimbursement rates paid by HEALTH
OPTIONS, and other aspects of this Agreement, including, without
limitation, any and all membership listings provided to Provider by
HEALTH OPTIONS, are competitively sensitive. Provider will not disclose
such rates, membership listings, and other aspects of this Agreement,
to third parties, except upon the prior written authorization of HEALTH
OPTIONS.
20.6 ENFORCEABILITY. In the event any provision of this Agreement is
rendered invalid or unenforceable by a valid Act of Congress or of the
Florida Legislature or by any regulation duly promulgated by officers
of the United States or of the State of Florida acting in accordance
with law, or declared null and void by any court of competent
jurisdiction, the remainder of the provisions of this Agreement shall
remain in full force and effect.
20.7 ENTIRE AGREEMENT; SIGNATURES REQUIRED. This Agreement, which shall be
deemed to include all attachments, amendments, exhibits, addenda, and
schedules, if any, contains the entire Agreement between the parties.
Any prior agreements, promises, negotiations or representations, either
oral or written, relating to the subject matter of this Agreement and
not expressly set forth in this Agreement are of no force or effect.
This Agreement will be effective and binding on the parties only if the
duly authorized signatures of the parties are affixed hereto where
indicated on the signature page below, and not otherwise.
20.8 HEADINGS. The headings of sections contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
20.9 LIMITATIONS ON LIABILITY. Although this Agreement contemplates services
for Members, the parties reserve the right to amend or terminate this
Agreement without notice to, or consent of, any such Member. Subject to
the provisions of Article XIV (Member Non-Liability for Payment), no
persons or entities except for HEALTH OPTIONS and Provider are intended
to be or are, in fact, beneficiaries of this Agreement; and its
existence shall not in any respect whatsoever increase the rights of
any Member or other third party, or create any rights on behalf of any
Member or other third party vis-a-vis either of the parties.
Furthermore, nothing in this Agreement shall impose upon HEALTH OPTIONS
any obligation to render health care services, but only to arrange for
the provision of health care services by
Page 13
hospitals, physicians, and other independent contractors. HEALTH
OPTIONS shall not be responsible for any act, omission, or default of
any hospital, physician or other independent contractor, or for any
negligence, misfeasance, malfeasance or nonfeasance of any hospital,
physician or other provider of health care services participating in
HEALTH OPTIONS' health plan. Provider shall not be responsible for any
act, omission, or default of HEALTH OPTIONS, or for any negligence,
misfeasance, malfeasance, or nonfeasance of HEALTH OPTIONS. No
provision of this Agreement shall be deemed to, nor shall, constitute
an agreement by either party to indemnify or hold harmless any other
person or entity, whether or not a party hereto.
20.10 NONDISCRIMINATION. In carrying out their obligations under this
Agreement, Provider shall not discriminate against any Member on a
basis of race, color, religion, sex, national origin, or physical or
mental handicap; nor shall Provider knowingly contract with any person
or entity which discriminates against any Member on any such basis.
20.11 NON-EXCLUSIVITY. The parties hereby acknowledge that this Agreement is
not exclusive, and that each party may freely contract with any other
person, firm or entity concerning the subject matter hereof.
20.12 SURVIVAL OF PROVISIONS UPON TERMINATION. Any provision of this
Agreement which requires or reasonably contemplates the performance of
obligations by either party after the termination of this Agreement
shall survive such termination unless otherwise specifically provided
herein.
20.13 WAIVER OF BREACH. Waiver of a breach of this Agreement shall not be
deemed to be a waiver of any other breach and shall not bar any action
for subsequent breach thereof.
XXI. NOTICES.
21.1 Any notice required to be given pursuant to the terms and provisions of
this Agreement shall be in writing, postage prepaid, and shall be hand
delivered or sent (by certified or registered mail, return receipt
requested, or by federal express or other overnight mail delivery for
which evidence of delivery is obtained by the sender), to the address
or addresses set forth below unless the sender has been otherwise
instructed in writing or unless otherwise provided by law. The notice
shall be deemed to be effective on the date hand delivered or as
indicated on the return receipt or, if no date is so indicated, then on
the date of the notice.
Page 14
To Provider: To Department of Insurance
OptionCare Enterprises, Inc. Bureau of Specialty Insurers
d/b/a OptionCare
Attn: General Counsel Department of Insurance
000 Xxxxxxxxx Xxxxx 000 X. Xxxxxx Xxxxxx
Xxxxx 000 Xxxxxxxxxxx, Xxxxxxx 00000-0000
Xxxxxxxxxxx, Xxxxxxxx 00000
To HEALTH OPTIONS: With a copy to:
HEALTH OPTIONS, INC. HEALTH OPTIONS, INC.
0000 X. X. 00 Xxxxxx Xxxx: S.V.P., Healthcare Services
Suite 100 00000 Xxxxxxxx Xxxxxx Xxxxxxx
Xxxxx, Xxxxxxx 00000 Xxxxxxxxxxxx, Xxxxxxx 00000
XXII. YEAR 2000 COMPLIANCE.
22.1 Provider specifically acknowledges that it has, or will have, in place
an appropriate management plan to, when necessary, modify, in order to
be "Year 2000 Ready", the operation of its computer systems and
equipment necessary for it to provide services to be delivered under
this Agreement and, as a consequence: (i) such systems and equipment
will not materially malfunction when transitioning from December 31,
1999 to January 1, 2000 or from twentieth century dates to twenty-first
century dates; and/or (ii) even if such systems and equipment
malfunction when making such date transition, Provider will have in
place a contingency plan permitting it to continue to materially comply
with its obligations under this Agreement notwithstanding any such
computer system/equipment malfunction.
[THE FOLLOWING PAGE IS THE SIGNATURE PAGE OF THIS AGREEMENT]
Page 15
IN WITNESS WHEREOF, by placing their duly authorized signatures
below, the parties hereby execute this Agreement and agree to be bound by its
terms.
EFFECTIVE DATE: 6-1-97.
------
INITIAL ANNIVERSARY DATE: .
-------
PROVIDER HEALTH OPTIONS, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxx
---------------------------- --------------------------------
Signature Signature
XXXXXXX X. XXXXXX XXXXX X. XXXXXXXX
---------------------------- --------------------------------
Name (Printed or Typed) Name (Printed or Typed)
PRESIDENT/CEO SENIOR VICE PRESIDENT
---------------------------- --------------------------------
Title Title
Date Signed: April 19, 1999 Date Signed: 4/28/99
--------------- -------------------
Page 16
ATTACHMENT 1
HEALTH OPTIONS, INC.
PARTICIPATION AGREEMENT
(CAPITATION)
DEFINITIONS
DEFINITIONS. If, and as, used in this Agreement and any amendments hereto, the
following terms shall have the meanings set forth below unless otherwise
specifically provided:
1. CAPITATION PAYMENT means the payment, subject to adjustments, made
under an arrangement whereby a provider of health care services
receives an amount, expressed as dollars per Member per month, in
consideration for providing, and based upon the projected cost of, all
Covered Services under a Health Services Agreement that applicable
Members are expected to use during a month's time.
2. COPAYMENT means that amount of money required under a Health Services
Agreement to be paid directly by the Member to any medical provider who
provides services or supplies to such Member.
3. COVERED SERVICES means the benefits described and set forth in the
Health Services Agreement, including any endorsements and riders
thereto, provided that the Member is entitled to receive such benefits.
4. EMERGENCY means the sudden and unexpected onset of an illness or injury
which requires the immediate care and attention of a qualified
physician and which, if not treated immediately, would seriously
jeopardize or impair the health of the Member, as determined by the
Medical Director.
5. HEALTH OPTIONS AFFILIATE means Blue Cross and Blue Shield of Florida,
Inc. and/or any entity certified to operate as a health maintenance
organization that is affiliated with HEALTH OPTIONS by or through
common ownership or control. (HEALTH OPTIONS shall provide Provider
with a current list of all such HEALTH OPTIONS Affiliates upon written
request.)
6. HEALTH SERVICES AGREEMENT means an agreement between HEALTH OPTIONS and
a third party which, by its terms, requires HEALTH OPTIONS to arrange
for the delivery of health care services to individuals designated in
said agreement.
7. MEDICAL DIRECTOR means a physician who is designated by HEALTH OPTIONS
to have the overall administrative responsibility for the direction of
HEALTH OPTIONS' medical delivery system.
Page 1 of Attachment 1
8. MEDICALLY NECESSARY means any service and/or supply provided by a
hospital, physician, or other provider for the diagnosis or treatment
of a Member's condition and which, as determined by HEALTH OPTIONS is:
(1) consistent with the symptom, diagnosis, and treatment of the
Member's condition; and, (2) in accordance with standards of good
medical practice; and (3) not primarily for the convenience of the
Member, the Member's family, the physician or other provider; and, (4)
approved by the appropriate medical body or board for the Member's
condition; or, if different, the meaning of such term as set forth in
the Health Services Agreement under which services are being provided
to a Member hereunder.
9. MEMBER AND MEMBERS means each individual eligible for coverage and
properly enrolled: (a) under a Health Services Agreement with HEALTH
OPTIONS (including, without limitation, Service Area Members, as
defined below, except when the context requires otherwise); (b) under a
Health Services Agreement with a health maintenance organization that
is a corporate parent, subsidiary or affiliate of HEALTH OPTIONS or
Blue Cross and Blue Shield of Florida, Inc.; (c) under a health
services agreement with a health plan that is participating with HEALTH
OPTIONS in a national network of Blue Cross and Blue Shield health
maintenance organizations; (d) under a self-insurance agreement
administered by HEALTH OPTIONS; and/or (e) in another health plan
which has a reciprocity or other agreement with HEALTH OPTIONS for the
arrangement of the provision of health care services to its members by
HEALTH OPTIONS. Provider shall be entitled to notification from HEALTH
OPTIONS as to the identity of each such health maintenance organization
or health plan, as the case may be.
10. PARTICIPATING PROVIDER means a Primary Care Physician, other physician,
a participating hospital, or any other provider of medical or other
health care services or supplies which has entered into a written
agreement with HEALTH OPTIONS to provide such services or supplies to
Members.
11. PHYSICIAN means any individual who is licensed by the state in which
Covered Services are provided by such individual to a Member, as a
Doctor of Medicine, Doctor of Osteopathy, Doctor of Podiatry, or Doctor
of Chiropractic.
12. PRIMARY CARE PHYSICIAN means a duly licensed physician who has entered
into a written Primary Care Physician Medical Services Agreement with
HEALTH OPTIONS, through which such physician agrees to provide Primary
Care Services to Members.
13 PRIMARY CARE SERVICES means those services normally provided by a
Primary Care Physician, including but not limited to physician office
visits, nursing home visits, emergency room services, injections and
immunizations, screening EKG's, well-child care, periodic health
assessments, physician home care, minor office surgeries and any other
routine medical care normally rendered by a physician to his/her
patients; provided that all such services are Covered Services.
14. SERVICE AREA means the county or counties set forth and described in
Schedule "B" of this Agreement.
Page 2 of Attachment 1
15. SERVICE AREA MEMBER means each individual eligible for coverage and
properly enrolled under a Health Services Agreement with HEALTH OPTIONS
for the provision or arranging of health care services in the county or
counties set forth in Schedule "B", and for whom a Capitation Payment
is made by HEALTH OPTIONS to Provider pursuant to Attachment 3 hereof.
Page 3 of Attachment 1
*A Confidential Treatment Request pursuant to Rule 24(B)-2 under the
Securities Exchange Act Of 1934, as amended, for certain information in this
document has been filed with the Securities and Exchange Commission. The
information for which treatment has been sought has been deleted from such
exhibit and the deleted text replaced by an asterisk (*).
ATTACHMENT 2
HEALTH OPTIONS, INC.
PARTICIPATION AGREEMENT
(CAPITATION)
DESCRIPTION OF SERVICES AND PAYMENT
The following services which are Covered Services will be included in the
Capitation Rate as set forth in Schedule A:
HOME INFUSION THERAPY:
*
Also included are all charges for:
*
The following are not included in the Capitation Rate:
*
Page 1 of Attachment 2
*
DRUGS ADMINISTERED IN PHYSICIAN OFFICES
*
Page 2 of Attachment 2
*
Page 3 of Attachment 2
*A Confidential Treatment Request pursuant to Rule 24(B)-2 under the
Securities Exchange Act Of 1934, as amended, for certain information in this
document has been filed with the Securities and Exchange Commission. The
information for which treatment has been sought has been deleted from such
exhibit and the deleted text replaced by an asterisk (*).
ATTACHMENT 3
HEALTH OPTIONS, INC.
PARTICIPATION AGREEMENT
(CAPITATION)
COMPENSATION FOR SERVICES AND PAYMENT PROCEDURES
*
Page 1 of Attachment 3
*
Page 2 of Attachment 3
*
Page 3 of Attachment 3
*A Confidential Treatment Request pursuant to Rule 24(B)-2 under the
Securities Exchange Act Of 1934, as amended, for certain information in this
document has been filed with the Securities and Exchange Commission. The
information for which treatment has been sought has been deleted from such
exhibit and the deleted text replaced by an asterisk (*).
SCHEDULE "A"
HEALTH OPTIONS, INC.
PARTICIPATION AGREEMENT
(CAPITATION)
CAPITATION PAYMENTS
The amount of the Capitation Payment, prior to adjustments under this Agreement,
for each Service Area Member shall be as follows:
*
Page 1 of Schedule A
SCHEDULE "B"
HEALTH OPTIONS, INC.
PARTICIPATION AGREEMENT
(CAPITATION)
SERVICE AREA
Services are to be provided to Members in the counties of:
BROWARD
DADE
INDIAN RIVER
MONROE
OKEECHOBEE
PALM BEACH
ST LUCIE
Page 1 of Schedule B
