Exhibit 10.3
AMENDMENT DATED JULY 6, 1999
TO HEALTH CARE SERVICES AGREEMENT
BETWEEN PARTNERS IN CARE, CORP. ("PIC")
AND AETNA U.S. HEALTHCARE
PROVIDER #: 540549
EFFECTIVE DATE: JULY 1, 1998
This amendment amends Paragraphs 17 and 19 and Attachment B of the Health Care
Services Agreement between Partners In Care, Corp. and Aetna U.S. Healthcare
executed on July 11 and 14, 1995 as follows:
For purposes of this Agreement, the following definition shall apply:
"Existing Group Practice" - a medical practice in which at least one (1)
physician was a PIC/Aetna USHC Provider on or before July 1, 1999.
"Aetna USHC REF" - the standard fee schedule in effect for any Aetna or Aetna
USHC plan or product.
"PIC Enhanced Fees" - the higher of 120% of the then current HCFA RBRVS rates or
120% of the Aetna USHC REF as defined above. In no case shall the PIC Enhanced
Fees be less than 120% of what the provider would have otherwise received had
the PIC Enhanced Fee formula not been developed.
A. The following language shall be added to paragraph 17 - Non-HMO Program
Participation:
Partners In Care physicians set forth on the attached Schedules A and A-1
and any PIC physician joining an existing PIC/Aetna USHC group practice
shall continue to have all rights and responsibilities set forth in the
Aetna USHC Specialist Physician Agreement and Primary Care Physician
Agreements as amended to and including the date of this amendment. In the
event a PIC physician on the attached list or any PIC physician joining an
existing PIC/Aetna USHC group practice chooses to participate in all
Aetna-USHC products, said provider shall be compensated at the PIC Enhanced
Fees for all products. Partners In Care Specialist and Primary Care
Physicians not set forth on the attached list and not joining an Existing
Group Practice (hereinafter "New PIC Physicians") shall participate in all
commercial or governmental plans or programs as maybe requested by Aetna
USHC. Aetna USHC shall pay such New PIC Physicians at the then current
Aetna USHC REF or Primary Care capitation model as applicable.
B. Paragraph 19 of the Health Care Services Agreement (HCSA) is amended by the
addition of the following:
Notwithstanding the above, Provider may obtain a license and operate a
Health Maintenance Organization providing health plans for governmentally
sponsored health programs,
including but not limited to Medicare. Nothing herein shall be interpreted
so as to prohibit provider from providing ASO and health plan management
services to St. Peter's University Hospital and its affiliates.
C. Attachment B to the HCSA COMPENSATION is amended with the addition of the
following sentence.
Partners In Care shall not be required to participate in any Medicaid
percentage of premium arrangement until such time as PIC and Aetna USHC
mutually agree that PIC is ready to manage the same.
D. Attachment B to the HCSA COMPENSATION is also amended by the addition of the
following which replaces the third paragraph of the Compensation section of said
Attachment B:
The above notwithstanding, Partners In Care's percentage of premium shall
never be less than HMO's Medical Loss Ratio for New Jersey, as filed with
the State of New Jersey Department of Insurance, over the identical time
span. For these purposes and for purposes of reconciliation, HMO's Medical
Loss Ratio shall be calculated independently for Commercial, Medicare, and
Medicaid products by utilizing Table 13GT: The Premiums, Enrollment, and
Utilization Table of the Annual Statement of Aetna U. S. Healthcare, Inc.
HMO's Medical Loss Ratio shall be the result of dividing Line 18 (Amount
Incurred for Provision of Healthcare Services) by Line 14 (Premiums
Earned) and shall be rounded to the nearest 1/100th of a percent (i.e.,
75.001% rounded to 75.00%). The following Columns will be used for the
specific products respectively:
PRODUCT COLUMN
Commercial - Column 2 (Total Group)
Medicare - Column 7 (Medicare Risk)
Medicaid - Column 9 (Medicaid).
A copy of Table 13GT: The Premiums, Enrollment, and Utilization Table of
the 1998 Annual Statement of the Aetna U.S. Healthcare Inc., is attached to
this Amendment to clarify the description above. In the event that the
State filing procedures change so that Table 13GT or the associated Lines
and Columns referenced herein are no longer applicable or no longer in use,
PIC and AUSHC shall use the filings, tables lines or columns which come
closest to reflecting the intent of and the results obtained by using the
data referenced herein above.
E. This paragraph replaces Section 12 of the Health Care Services Agreement
between Partners In Care, Corp. and Aetna U.S. Healthcare executed on July 11
and 14, 1995 ("The HCSA").
"12. Term of Agreement. This agreement shall be effective for five
(5) years from July 1, 1998. Neither party may terminate this
Agreement for convenience during the initial term. Thereafter,
this agreement shall be renewed for an additional five (5) year
period unless terminated by either party at its sole discretion
and option by
a written notice thereof mailed to the other party by certified
or registered mail at least one-hundred eighty (180) days prior
to January 1, 2003. On termination, the rights of each party
shall terminate. However, Provider may be required by HMO to
complete treatment of persons then being treated and HMO shall
reimburse Provider for any such treatment pursuant to Paragraph 3
of the Agreement. This Agreement may be terminated for cause at
any time by either party if the other has breached any material
term or condition of this Agreement and the breach has not been
cured within 30 days after written notice of intent to terminate
is received."
F. To improve the accuracy of the Quarterly Reconciliation process, HMO agrees
to provide interim quarterly estimates of the product specific Medical Loss
Ratios as calculated above.
G. PIC represents that it has Power of Attorney on behalf of PIC Physicians
listed on Schedules A and A-1 to execute this Amendment.
H. Except as modified herein and through any amendments to the date hereof, the
terms of the Health Care Services Agreement, Specialist Physician Agreement and
Primary Care Physician Agreement executed on July 11 and 14, 1995 remain in full
force and effect.
I. This amendment shall not become effective unless and until the Specialist
Physician Agreement Amendment and the Primary Care Physician Agreement
Amendment, dated July 6, 1999, are fully executed.
IN WITNESS WHEREOF, the parties have executed this Amendment.
AETNA U.S. HEALTHCARE
By: [Signature Illegible]
-------------------------------------
Printed:
-------------------------------------
Title: Vice President
-------------------------------------
Date: 7-27-85
-------------------------------------
PARTNERS IN CARE, CORP., on behalf of the corporation and Physicians set forth
on attached Schedules A and A-1.
By: Xxxxxx Xxxxxx
-------------------------------------
Printed: Xxxxxx Xxxxxx
-------------------------------------
Title: President and Chief Executive Officer
-------------------------------------
Date: July 12, 1999
-------------------------------------
Schedule A
Partners In Care
Primary Care Providers and Offices
Primary Care Providers
----------------------
Xxxx Xxxxxxxx Xxxxx Xxxxx
Xxxx Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxx Xxxxxxxx Xxxx Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxxxxxxxx Xxxxx
Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx-Louis
Xxxxxxxx Xxxxxxxx Xxxx Xxxxxx*
Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxx
Xxxx Xxxxxxx Xxxxxx Xxxx
Xxxxxxx Xxxxxxxxxx * Xxxxx Xxxxxxx
Xxxxxxx Xxxx Xxxxxx Sand
Xxxxxxx Xxxxx Xxxxxx Xxxxxx
Xxxx Xxxxxx Xxxxxxxxx Xxxxxxx
Hema Xxxx Xxxxxx Xxxxxxxxxx
Xxxxx Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx
Xxxxx X. Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxxxxxxx Xxxxx Xxxxxxx Snepar
Xxxxxx Xxxxxxx Xxx Xxxxxx
Xxxx Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxx Xxx Xxxxxxxx Xxxxxxxxx
Xxxxx Hip-Xxxxxx Xxxxxxx Xxxx
Xxx Xxxxxxxx Xxxxx Xxxxx
Xxxx Xxxxxxxxx Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx
Xxxxxx Xxxx Xxxx Xxxxxxx*
Xxxxxx Xxxxxxx Xxxxxx Xxxxxx*
Xxxxx Xxxxxxx Xxxxxx Xxxxxx
Xxxxxx Xxx Xxxxxxxxxxx Xxxxxxxxxx
Primary Care Offices
--------------------
Xxxx Xxxxxxx, MD Medical Associates of New Brunswick
Amwell Pediatrics, PC Xxxxxx X. Xxx, MD
Central Jersey Family Physicians, PA Xxxxxxx Xxxxx, MD
Comprehensive Care Group New Brunswick Pediatric Group, PA
East Brunswick Pediatric Associates, PA North Brunswick Pediatrics
Edison Emergi-Med Old Bridge Family Practice
Highland Park Medical Associates Xxxx Xxxxxx, MD
Xxxx X. Xxxxxxxx, MD Xxxxx Xxxxx, MD, PA
Immedi-Care Xxxxxx Xxx, MD
Xxxxxx Xxxxxxx, MD X. Xxxxx, MD, PA
Xxxxxxx Xxxxxxxxx, MD St. Peter's Ambulatory Care Group
Xxxxxxxxxx Pediatrics Xxxxxxx Xxxx, MD
Xxxxxxx Xxxxxxxx, MD Xxxxx Xxxxxxxxxxxx, MD
Medical Associates of Central Jersey Xxxxxxxx Xxxxxxxx, MD
* indicates Partners in Care physician currently applying to Aetna - U.S.
Healthcare
Schedule A-1
Partners In Care
Specialty Care Providers
Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx Kyu-Xxx Xxx
Xxxxxx Xxxxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx
Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx
Xxxxxx Xxxx Xxxxxxx Xxxxxxxxxx
Xxx Xxxxxxx-Xxxxxxxx Xxxxx Xxxxx
Xxx Xxxx Xxxxxx Xxxxx
Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx
H.Xxxxxxx Xxxxx Xxxxx Xxxxxxx
Amar Bukhari Xxxxxx Xxxxxx
Xxxx Xxxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx Xxxx Xxxxxxx
Xxxxxxx Xxxx Xxxx Xxxxx
Xxxxx Xxxx Cho Xxxx Xxxxxxx
Xxxxxx Xxxxxxx Xxxxxx Xxxxxx
Xxxxxxx Xxxx Xxxxx XxXxxxx
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxx Ian Xxxxxxx Xxxx
Xxxxxxx Xxxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxxx Xxxxx Xxxxx
Xxxxxx Xxxx Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxxx Xxxxx Xxxx
Xxxxx Xxxxxxx Xxxxxxxx Xxxxx
Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx Xx.
Xxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxxx, Xx.
Xxxxxx Xxxx Xxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx Xxxxx Xxxxxxx
Xxxxxx Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx Xxxxxxxx Xxx
Xxxxxxx Xxxx Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxxx
Xxxxxx Xxxxx Xxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxx Xxxx Xxxxx
Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxx* Xxxxxx Xxxxxxxx
Xxxx Xxxxxxxxx Xxxx Xxxxxx
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxx Xxxxx Xxxxxxxxxx
Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxxxx
Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx
Xxx Xxxxxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx
Xxxxx Xxxxxx Xxx Xxxxx
Xxxxxxxxxx Xxxxxxxx Xxxxxx Xxxx
Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxx Xxxxxxxxxx Hen-Vai Wu
Xxxxxxxxxxx Xxxxxx Xxxxxx Xxxxx
Xxxxxx Xxxxx
* indicates Partners in Care physician currently applying to Aetna - U.S.
Healthcare
0000-95287-1998-430-99-1-04
Annual Statement for the of the Aetna U.S. Healthcare Inc. (a New Jersey
Corporation)
PREMIUMS, ENROLLMENT AND UTILIZATION TABLE
REPORT FOR:
1. CORPORATION...Aetna U.S. Healthcare Inc. (a New Jersey corporation)
2. DIVISION...Fairfield, NJ
BUSINESS IN THE STATE OF GRAND TOTAL DURING THE YEAR
NAIC Group Code...0001 NAIC Company Code...95287
--------------------------------------------------------------------------------------------------------------------------
Group
-----------------------------------------------------------
1 2 3 4 5
Grand Total Experience Class Community
Total Group Rated Groups Rated Groups Rated Groups
--------------------------------------------------------------------------------------------------------------------------
Total Members at end of:
1. Prior year .............................. 779,332 646,459 0 0 646,459
2. First quarter ........................... 839,089 696,502 0 0 696,502
3. Second quarter .......................... 844,920 696,901 0 0 696,901
4. Third quarter ........................... 750,228 597,001 0 0 597,001
5. Current year ............................ 759,744 600,981 0 0 600,981
--------------------------------------------------------------------------------------------------------------------------
6. Current Year Member Months .............. 9,544,354 7,750,577 0 0 7,750,577
--------------------------------------------------------------------------------------------------------------------------
Total Member Ambulatory Encounters for Year:
7. Physician ............................... 6,833,255 4,907,095 0 0 4,907,095
8. Non-physician ........................... 0 0 0 0 0
9. Totals .................................. 6,833,255 4,907,095 0 0 4,907,095
--------------------------------------------------------------------------------------------------------------------------
10. Hospital Patient Days Incurred .......... 326,660 160,892 0 0 160,892
--------------------------------------------------------------------------------------------------------------------------
11. Premiums collected ...................... 1,555,583,468 1,027,572,705 0 0 1,027,572,705
12. Premiums receivable:
a. Year-end - current ................... 73,386,398 56,384,636 0 0 56,384,636
b. Year-end - prior ..................... 56,000,095 54,356,865 0 0 54,356,865
13. Unearned or advanced premiums:
a. Year-end - current ................... 44,807,276 7,922,257 0 0 7,922,257
b. Year-end - prior ..................... 42,132,590 13,140,801 0 0 13,140,801
14. Premiums Earned ......................... 1,570,295,085 1,034,819,020 0 0 1,034,819,020
--------------------------------------------------------------------------------------------------------------------------
15. Amount paid for provision of health
care services ........................... 1,280,782,318 800,510,881 0 0 800,510,881
16. Amount reported unpaid for provision
of health care services:
a. Year-end - current.................... 46,617,644 39,776,389 0 0 39,776,389
b. Year-end - prior ..................... 228,440,219 151,530,411 0 0 151,530,411
17. Amount estimated incurred but unreported
for provision of health care services:
a. Year-end - current ................... 213,852,181 117,208,317 0 0 117,208,317
b. Year-end - prior ..................... 5,225,894 4,165,182 0 0 4,165,182
18. Amount incurred for provision of health
care services ........................... 1,307,586,030 801,799,994 0 0 801,799,994
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
Medicare
--------------------------------------
6 7 8 9 10 11
Medicare Medicare Medicare
for Enrollees Risk Cost Medicaid Individual Other
--------------------------------------------------------------------------------------------------------------------------
Total Members at end of:
1. Prior year ............................. XXX 61,937 0 61,982 8,954 0
2. First quarter .......................... XXX 72,540 0 60,256 9,791 0
3. Second quarter ......................... XXX 75,004 0 62,895 10,120 0
4. Third quarter .......................... XXX 77,532 0 65,108 10,587 0
5. Current year ........................... XXX 78,857 0 68,403 11,503 0
--------------------------------------------------------------------------------------------------------------------------
6. Current Year Member Months ............. XXX 900,971 0 769,292 123,514 0
--------------------------------------------------------------------------------------------------------------------------
Total Member Ambulatory Encounters for Year:
7. Physician .............................. XXX 1,456,639 0 392,002 77,519 0
8. Non-physician .......................... XXX 0 0 0 0 0
9. Totals ................................. XXX 1,456,639 0 392,002 77,519 0
--------------------------------------------------------------------------------------------------------------------------
10. Hospital Patient Days Incurred ......... XXX 130,304 0 35,464 0 0
--------------------------------------------------------------------------------------------------------------------------
11. Premiums collected ..................... 0 429,403,744 0 98,607,019 0 0
12. Premiums receivable:
a. Year-end - current .................. 0 3,599,997 0 13,401,765 0 0
b. Year-end - prior .................... 0 502,809 0 1,140,421 0 0
13. Unearned or advanced premiums:
a. Year-end - current .................. 0 36,885,019 0 0 0 0
b. Year-end - prior .................... 0 28,991,789 0 0 0 0
14. Premiums Earned ........................ 0 464,607,702 0 110,868,363 0 0
--------------------------------------------------------------------------------------------------------------------------
15. Amount paid for provision of health
care services .......................... 0 377,449,752 0 102,821,685 0 0
16. Amount reported unpaid for provision
of health care services:
a. Year-end - current................... 0 5,285,814 0 1,555,441 0 0
b. Year-end - prior .................... 0 56,988,477 0 19,921,331 0 0
17. Amount estimated incurred but unreported
for provision of health care services:
a. Year-end - current .................. 0 78,866,717 0 17,777,147 0 0
b. Year-end - prior .................... 0 802,353 0 258,359 0 0
18. Amount incurred for provision of health
care services .......................... 0 403,811,453 0 101,974,583 0 0
--------------------------------------------------------------------------------------------------------------------------
000 Xxxxx Xxxx
[Aetna U.S. Healthcare LOGO] X.X. Xxx 0000
XX Xxxxxxxxxx Xxxx Xxxx, XX 00000
215.628.4800
xxxx://xxx.xxxx.xxx
December 1, 1997
Mr. Xxxxx X'Xxxxx Certified # P 505 141 796
St. Xxxxxx Medical Center
Partner In Care Corporation
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Dear Xx. X'Xxxxx:
Enclosed for your files, please find a fully executed Amendment to the
Health Care Service Agreement between Partners In Care Corporation and Aetna
U.S. Healthcare.
We at Aetna U.S. Healthcare are very pleased that you are continuing your
participation in our network of providers. We look forward to the development of
a long and mutually beneficial relationship.
Should you have any questions or need further assistance, please do not hesitate
to contact me directly at (000) 000-0000.
Sincerely,
Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Health Delivery
kjm
Enclosure
AMENDMENT TO THE HEALTH CARE SERVICES AGREEMENT ("HCSA")
between U.S. HEALTHCARE ("AETNA/USHC") and
PARTNERS IN CARE, CORP. ("PIC")
EXECUTED on July 11 and 12, 1995
WHEREAS AETNA/USHC and PIC have recognized that the reconciliation
process outlined in the HCSA does not adequately meet their operational
objectives; and
WHEREAS AETNA/USHC and PIC believe that they will both be better served
by a more frequent reconciliation and by using statewide medical loss data.
NOW THEREFORE, for good and valuable consideration as set forth above,
AETNA/USHC and PIC agree as follows:,
Attachment B to the HCSA is amended by the addition of the following:
1. Interim Reconciliation. In addition to the final reconciliation (13) months
after the close of any contract year, interim reconciliations and payments
based thereon shall be made upon the following schedule:
-------------------------------------------------------------------------------------------------------------
Surplus Payment For the Contract Reconciliation Report % of Surplus or
Distribution Date Period Date Deficit Paid to or
by PIC at the
Distribution Date
-------------------------------------------------------------------------------------------------------------
November 5, 1997 3/1/97 - 6/30/97 10/97 Paid Thru 9/97 60%
-------------------------------------------------------------------------------------------------------------
February 15, 1998 3/1/97 - 6/30/97 1/98 Paid Thru 12/97 90%
7/1/97 - 9/30/97 60%
-------------------------------------------------------------------------------------------------------------
May 15, 1998 3/1/97 - 6/30/97 4/98 Paid Thru 3/98 100%
7/1/97 - 9/30/97 90%
10/1/97 - 12/31/97 60%
-------------------------------------------------------------------------------------------------------------
August 15, 1998 3/1/97 - 6/30/97 Final 7/98 Paid Thru 6/98 100%
7/1/97 - 9/30/97 100%
10/1/97 - 12/31/97 90%
1/1/98 - 3/31/98 60%
-------------------------------------------------------------------------------------------------------------
November 15, 1998 7/1/97 - 9/30/97 10/98 Paid Thru 9/98 100%
10/1/97 - 12/31/97 100%
1/1/98 - 3/31/98 90%
4/1/98 - 6/30/98 60%
-------------------------------------------------------------------------------------------------------------
February 15, 1999 10/1/97 - 12/31/97 1/99 Paid Thru 12/98 100%
1/1/98 - 3/31/98 100%
4/1/98 - 6/30/98 90%
7/1/98 - 9/30/98 60%
-------------------------------------------------------------------------------------------------------------
May 15, 1999 1/1/98 - 3/31/98 4/99 Paid Thru 3/99 100%
4/1/98 - 6/30/98 100%
7/1/98 - 9/30/98 90%
10/1/98 - 12/31/98 60%
-------------------------------------------------------------------------------------------------------------
August 15, 1999 7/1/97 - 6/30/98 Final 7/99 Paid Thru 6/99 100%
7/1/98 - 9/30/98 100%
10/1/98 - 12/31/98 90%
1/1/99 - 3/31/99 60%
-------------------------------------------------------------------------------------------------------------
Thereafter Quarterly According to the Above Schedule of Quarterly and Final
Annual Reconciliations
If after an interim surplus or deficit distribution is made it is
determined that the distribution was incorrect (for example due to error in
calculation or to a change in the IBNR information), an adjustment will be made
in the next quarterly reconciliation distribution.
Calculation of the surplus or deficit distribution shall be made by
AETNA/USHC based upon AETNA/USHC's reconciliation reports using the data,
methodology, parameters, and formulas used the calculate the August 1997
reconciliation report annexed hereto.
AETNA/USHC shall use the data, methodology, parameters and formulas
used to create the August 1997 reconciliation report and shall not change same
in any way without the written consent of PIC.
2. The above notwithstanding, Partners in Care's percentage of premium shall
never be less than HMO's Medical Loss Ratio for New Jersey, as
filed with the State of New Jersey Department of Insurance, over the
identical time span. For these purposes and for purposes of reconciliation,
premium requirement and claims paid shall include premium and claims paid as
part of a point of service program offering HMO benefits in conjunction with
indemnity benefits offered by an HMO affiliated insurance company.
In all other respects, the HCSA remains in full force and effect.
PARTNERS IN CARE, CORP. AETNA/U.S. HEALTHCARE, INC.
By: Xxxx Xxxxxxx By: [SIGNATURE ILLEGIBLE]
------------------------------- ------------------------
Xxxx Xxxxxxx, President Title: Senior Vice President
---------------------
Date: October 23, 1997 Date: November 5, 1997
---------------------------- ----------------------
DATE: 09/16/97
CONTR. YEAR: 07/96 - 06/97
PAID THROUGH 08/97
SRR135O AETNA US HEALTH
PRODUCT: ICRB0076 RECONCILIATION
SUBTOTAL FOR NETWORK: SRR/PARTNERS IN CARE
NETWORK: SRR/PARTNERS IN CARE COMPANY: FULLY INSURED PROD: HMO LOB: COM LOB SUBTYPE: COM
DATES OF SERVICE JULY AUG SEPT OCT NOV DEC JAN
==== ==== ==== ==== ==== ==== ====
MEMBER MONTHS 0 0 0 0 0 0 0
--------------------------------------------------------------------------------------------------------------------
BASE 72.00% 0 0 0 0 0 0 0
PRIMARY FUND
ALLOCATION 0 0 0 0 0 0 0
ALLOCATION ADJUST 0 0 0 0 0 0 0
CAPITATION PAID 0 0 0 0 0 0 0
CAP PAYMENT ADJUST 0 0 0 0 0 0 0
DISTRIBUTION PAID 0 0 0 0 0 0 0
ESTIMATED STATUS 0 0 0 0 0 0 0
ACTUAL STATUS 0 0 0 0 0 0 0
ESTIMATED YEAR END 0 0 0 0 0 0 0
ACTUAL YEAR END 0 0 0 0 0 0 0
ADJUSTMENT TO ACTUAL 0 0 0 0 0 0 0
--------------------------------------------------------------------------------------------------------------------
PRIMARY FUND BALANCE 0 0 0 0 0 0 0
SPECIALIST FUND
ALLOCATION 0 0 0 0 0 0 0
ALLOCATION ADJUST 0 0 0 0 0 0 0
CAPITATION PAID 0 0 0 0 0 0 0
CAP PAID ADJUST 0 0 0 0 0 0 0
ALLOCATION PAID 0 0 0 0 0 0 0
ALLOCATION PAID ADJUST 0 0 0 0 0 0 0
CLAIMS PAID 0 0 0 0 0 0 0
CLAIMS ADJUST 0 0 0 0 0 0 0
CLAIMS IBNR 0 0 0 0 0 0 0
SQCCS ACTUAL PAYMENT 0 O 0 0 0 0 0
--------------------------------------------------------------------------------------------------------------------
SPECIALIST FUND BALANCE 0 O 0 0 0 0 0
FACILITIES FUND
ALLOCATION 0 0 0 0 0 0 0
ALLOCATION ADJUST 0 0 0 0 0 0 0
ALLOCATION PAID 0 0 0 0 0 0 0
ALLOCATION PAID ADJUST 0 0 0 0 0 0 0
CLAIMS PAID 0 0 0 0 0 0 0
CLAIMS ADJUST 0 0 0 0 0 0 0
CLAIMS IBNR 0 0 0 0 0 0 0
OTHER ASSESSMENTS 0 0 0 0 0 0 0
ACTUAL CAPTAINER PAYMENTS 0 0 0 0 0 0 0
--------------------------------------------------------------------------------------------------------------------
FACILITIES FUND BALANCE 0 0 0 0 0 0 0
RISK PROTECTION PREMIUM 0 0 0 0 0 0 0
RISK PROTECTION RECOVERY 0 0 0 0 0 0 0
RISK PROTECTION BALANCE 0 0 0 0 0 0 0
SURPLUS / (DEFICIT) 0 0 0 0 0 0 0
DATES OF SERVICE FEB MAR APR MAY JUNE YTD
==== ==== ==== ==== ==== ====
MEMBER MONTHS 0 5,298 5,339 5,573 5.586 21,796
--------------------------------------------------------------------------------------------------------
BASE 72.00% 0 5,298 5,339 5,573 5,586 21,796
PRIMARY FUND
ALLOCATION 0 62,958 62,983 66,488 66,126 258,555
ALLOCATION ADJUST 0 197 232 0 0 430
CAPITATION PAID 0 (70.111) (70,847) (76,122) (74,618) (291,697)
CAP PAYMENT ADJUST 0 (2,127) (2,013) (4,546) (2,187) (10,933)
DISTRIBUTION PAID 0 (8,016) (8.581) (10,230) (9,960) (36,187)
ESTIMATED STATUS 0 (3,074) (3,150) (3,518) (3,330) (13,071)
ACTUAL STATUS 0 0 0 0 (13,611) (13,611)
ESTIMATED YEAR END 0 0 0 0 0 0
ACTUAL YEAR END 0 0 0 0 0 0
ADJUSTMENT TO ACTUAL 0 1,216 1,252 1,489 1,346 5,304
--------------------------------------------------------------------------------------------------------
PRIMARY FUND BALANCE 0 (18,957) (20,183) (26,438) (22,622) (88,200)
SPECIALIST FUND
ALLOCATION 0 197,849 198,603 208,560 208,503 813,515
ALLOCATION ADJUST 0 8,681 8,877 8,491 8,501 34,549
CAPITATION PAID 0 (23,549) (24,203) (24,898) (25,884) (98,534)
CAP PAID ADJUST 0 (41) (63) 0 0 (103)
ALLOCATION PAID 0 0 0 0 0 0
ALLOCATION PAID ADJUST 0 0 0 0 0 0
CLAIMS PAID 0 (146,544) (107,344) (110,369) (94,968) (459,224)
CLAIMS ADJUST 0 0 0 0 0 0
CLAIMS IBNR 0 (27,747) (22,095) (38,577) (41,519) (129,938)
SQCCS ACTUAL PAYMENT 0 0 0 0 0 0
--------------------------------------------------------------------------------------------------------
SPECIALIST FUND BALANCE 0 8,649 53,775 43,207 54,633 160,264
FACILITIES FUND
ALLOCATION 0 280,107 281,705 295,416 295,841 1,153,069
ALLOCATION ADJUST 0 14,161 14,515 14,064 13,990 56,730
ALLOCATION PAID 0 0 0 0 0 0
ALLOCATION PAID ADJUST 0 0 0 0 0 0
CLAIMS PAID 0 (204,414) (79,069) (75,435) (94,873) (453,791)
CLAIMS ADJUST 0 0 0 0 O 0
CLAIMS IBNR 0 (24,750) (12,925) (21,426) (41,380) (100,480)
OTHER ASSESSMENTS 0 0 0 0 0 0
ACTUAL CAPTAINER PAYMENTS 0 0 0 0 0 0
--------------------------------------------------------------------------------------------------------
FACILITIES FUND BALANCE 0 65,104 204,226 212,619 173,579 655,528
RISK PROTECTION PREMIUM 0 0 0 0 0 0
RISK PROTECTION RECOVERY 0 0 0 0 0 0
RISK PROTECTION BALANCE 0 0 0 0 0 0
SURPLUS / (DEFICIT) 0 54,797 237,818 229,387 205,590 727,592
DATE: 09/16/97
CONTR. YEAR: 07/97 - 06/98
PAID THROUGH 08/97
SRR135O AETNA US HEALTH
PRODUCT: ICRB0076 RECONCILIATION
SUBTOTAL FOR NETWORK: SRR/PARTNERS IN CARE
NETWORK: SRR/PARTNERS IN CARE COMPANY: FULLY INSURED PROD: HMO LOB: COM LOB SUBTYPE: COM
DATES OF SERVICE JULY AUG SEPT OCT NOV DEC JAN
==== ==== ==== ==== ==== ==== ====
MEMBER MONTHS 5,826 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------------------
BASE 72.00% 5,826 0 0 0 0 0 0
PRIMARY FUND
ALLOCATION 68,974 0 0 0 0 0 0
ALLOCATION ADJUST 0 0 0 0 0 0 0
CAPITATION PAID (74,943) 0 0 0 0 0 0
CAP PAYMENT ADJUST (529) 0 0 0 0 0 0
DISTRIBUTION PAID (12,737) 0 0 0 0 0 0
ESTIMATED STATUS (13,269) 0 0 0 0 0 0
ACTUAL STATUS 0 0 0 0 0 0 0
ESTIMATED YEAR END 0 0 0 0 0 0 0
ACTUAL YEAR END 0 0 0 0 0 0 0
ADJUSTMENT TO ACTUAL 1,368 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------------------
PRIMARY FUND BALANCE (21,137) 0 0 0 0 0 0
SPECIALIST FUND
ALLOCATION 227,666 0 0 0 0 0 0
ALLOCATION ADJUST 0 0 0 0 0 0 0
CAPITATION PAID (26,835) 0 0 0 0 0 0
CAP PAID ADJUST 0 0 0 0 0 0 0
ALLOCATION PAID 0 0 0 0 0 0 0
ALLOCATION PAID ADJUST 0 0 0 0 0 0 0
CLAIMS PAID (48,422) 0 0 0 0 0 0
CLAIMS ADJUST 0 0 0 0 0 0 0
CLAIMS IBNR (68,313) 0 0 0 0 0 0
SQCCS ACTUAL PAYMENT 0 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------------------
SPECIALIST FUND BALANCE 84,097 0 0 0 0 0 0
FACILITIES FUND
ALLOCATION 322,920 0 0 0 0 0 0
ALLOCATION ADJUST 0 0 0 0 0 0 0
ALLOCATION PAID 0 0 0 0 0 0 0
ALLOCATION PAID ADJUST 0 0 0 0 0 0 0
CLAIMS PAID (60,643) 0 0 0 0 0 0
CLAIMS ADJUST 0 0 0 0 0 0 0
CLAIMS IBNR (94,177) 0 0 0 0 0 0
OTHER ASSESSMENTS 0 0 0 0 0 0 0
ACTUAL CAPTAINER PAYMENTS 0 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------------------
FACILITIES FUND BALANCE 168,100 0 0 0 0 0 0
RISK PROTECTION PREMIUM 0 0 0 0 0 0 0
RISK PROTECTION RECOVERY 0 0 0 0 0 0 0
RISK PROTECTION BALANCE 0 0 0 0 0 0 0
SURPLUS / (DEFICIT) 231,060 0 0 0 0 0 0
DATES OF SERVICE FEB MAR APR MAY JUNE YTD
==== ==== ==== ==== ==== ====
MEMBER MONTHS 0 0 0 0 0 5,826
-------------------------------------------------------------------------------------------------------
BASE 72.00% 0 0 0 0 0 5,826
PRIMARY FUND
ALLOCATION 0 0 0 0 0 68,974
ALLOCATION ADJUST 0 0 0 0 0 0
CAPITATION PAID 0 0 0 0 0 (74,943)
CAP PAYMENT ADJUST 0 0 0 0 0 (529)
DISTRIBUTION PAID 0 0 0 0 0 (12,737)
ESTIMATED STATUS 0 0 0 0 0 (3,269)
ACTUAL STATUS 0 0 0 0 0 0
ESTIMATED YEAR ENO 0 0 0 0 0 0
ACTUAL YEAR ENO 0 0 0 0 0 0
ADJUSTMENT TO ACTUAL 0 0 0 0 0 1,368
-------------------------------------------------------------------------------------------------------
PRIMARY FUND BALANCE 0 0 0 0 0 (21,137)
SPECIALIST FUND
ALLOCATION 0 0 0 0 0 227,666
ALLOCATION ADJUST 0 0 0 0 0 0
CAPITATION PAID 0 0 0 0 0 (26,835)
CAP PAID ADJUST 0 0 0 0 0 0
ALLOCATION PAID 0 0 0 0 0 0
ALLOCATION PAID ADJUST 0 0 0 0 0 0
CLAIMS PAID 0 0 0 0 0 (48,422)
CLAIMS ADJUST 0 0 0 0 0 0
CLAIMS 18HR 0 0 0 0 0 (68,313)
SQCCS ACTUAL PAYMENT 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------
SPECIALIST FUND BALANCE 0 0 0 0 0 84,097
FACILITIES FUND
ALLOCATION 0 0 0 0 0 322,920
ALLOCATION ADJUST 0 0 0 0 0 0
ALLOCATION PAID 0 0 0 0 0 0
ALLOCATION PAID ADJUST 0 0 0 0 0 0
CLAIMS PAID 0 0 0 0 0 (60,643)
CLAIMS ADJUST 0 0 0 0 0 0
CLAIMS IBHR 0 0 0 0 0 (94,177)
OTHER ASSESSMENTS 0 0 0 0 0 0
ACTUAL CAPTAINER PAYMENTS 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------
FACILITIES FUND BALANCE 0 0 0 0 0 168,100
RISK PROTECTION PREMIUM 0 0 0 0 0 0
RISK PROTECTION RECOVERY 0 0 0 0 0 0
RISK PROTECTION BALANCE 0 0 0 0 0 0
SURPLUS / (DEFICIT) 0 0 0 0 0 231,060
U.S. HEALTHCARE
Please complete and return this form with the signed agreement.
PROVIDER: PARTNERS IN CARE CORPORATION
----------------------------------------------------------------------
MAILING ADDRESS: 000 Xxxxxx Xxxxxx
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Xxx Xxxxxxxxx, Xxx Xxxxxx 00000
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Attention: Xxxxx X'Xxxxx
-------------------------------------------------
-------------------------------------------------
REIMBURSEMENT ADDRESS: 000 Xxxxxx Xxxxxx
-------------------------------------------------
Xxx Xxxxxxxxx, Xxx Xxxxxx 00000
-------------------------------------------------
Attention: Xxxxx X'Xxxxx
-------------------------------------------------
-------------------------------------------------
MAIN TELEPHONE NUMBER: (000) 000-0000
-------------------------------------------------
CHIEF EXECUTIVE OFFICER: Interim: Xxxx Xxxxxxx
-------------------------------------------------
CHIEF FINANCIAL OFFICER: Interim: Xxxxxx Xxxxxx
-------------------------------------------------
BUSINESS OFFICE MANAGER: Interim: Xxxxx X'Xxxxx
-------------------------------------------------
FEDERAL TAX I.D. NUMBER: 00-0000000
-------------------------------------------------
CONTACT PERSON: Interim: Xxxxx X. Xxxxxx
-------------------------------------------------
SERVICE AREA: Central New Jersey
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
SERVICE LOCATION(S): Central New Jersey
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
HEALTH CARE SERVICES AGREEMENT
This Agreement is between U.S. Healthcare/The Health Maintenance
Organization of New Jersey, Inc., ("HMO") and Partners In Care, Inc.
("Provider"). Its purpose is to establish a health care delivery system ("the
System") to be provided by Provider for the benefit of HMO members.
I. Provider's Services - Provider will arrange for the provision of
complete medical services through its own network of providers for HMO members
who elect primary care physician (PCP) offices designated for the System
("Members"). Attachment "C", hereto lists the designated offices. The parties
may, from time to time during the term of this Agreement, mutually agree to add
or delete designated offices, in which case Attachment "C" will be amended.
Provider will provide all members' basic benefits and services as contained in
HMO's service agreement for its state and federally approved pre-paid health
care program. These benefits and services will be available to all Members on an
equal, non-discriminatory basis with Provider's other patients, if any. Provider
will also participate fully in HMO's specially developed benefit and cost
containment programs, such as Li'1 Appleseed and Home Care. A further
specification of benefits and services to be provided is attached hereto and
incorporated herein as Attachment "A". The parties may, only by mutual
agreement, add or delete certain benefits and services from those to be provided
under this agreement. Provider shall not be required to provide services as set
forth in paragraph 22 below,
2. HMO's Duties - HMO at its sole cost and expense will market the System,
enroll members, procure and maintain all regulatory approvals, process claims,
collect and process all premium payments made by and on behalf of Members,
disburse payments to Provider and provide its customary assistance in
administration of the program, including data collection and computerized
reports, membership verification, a member relations program and a grievance
process.
3. Compensation to Provider. Prior to reaching the enrollment of 5,000 Members
through Provider's PCP's, compensation to members of the Provider's provider
network shall be paid in accordance with the rates contained in: the Managed
Care Agreement between HMO and St. Peter's Medical Center, the Primary Care
Physician Agreement between HMO and the Provider's PCP's and the Specialist Care
Agreement between the HMO and the Provider's specialist physicians (hereinafter
collectively referred to as the "Fee for Service Agreements"). Additionally,
prior to reaching the enrollment of 5,000 Members, members of the Provider's
provider network may be paid on a fee for service / case rate basis on such case
rates as may be developed by the Joint Operations Committee and approved in
writing by the parties to this Agreement. Upon reaching the 5,000 enrollment
trigger, as compensation for services to be provided per this Agreement,
Provider will be paid at the rates set forth on the attached compensation
schedule (Attachment B). The above notwithstanding, certain of HMO's Members are
enrolled with HMO on an administrative services only ("ASO"), non-risk basis,
and compensation to the members of Provider's provider network with regard to
said Members shall remain as set forth in the Fee for Service Agreements unless
otherwise agreed to by both parties. The ASO membership will not be counted in
the calculation of the 5,000 Member conversion threshold.
Provider will also be entitled to collect and retain from Members the nominal
copayments permitted in the Member's HMO agreement. Provider agrees to
accept the payments provided for in this
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Agreement as full and complete compensation hereunder and at no time will
Provider seek compensation from Members except for copayments authorized by
HMO's group contracts.
Provider hereby agrees that in no event, including, but not limited to
non-payment by the HMO, HMO insolvency or breach of this agreement, shall
Provider xxxx, charge, collect a deposit from, seek compensation, remuneration
or reimbursement from, or have any recourse against Member or persons other HMO
acting on their behalf for services listed in this Agreement. This provision
shall not prohibit collection of supplemental charges or copayments on HMO's
behalf made in accordance with the terms of the agreement between HMO and
Member. Provider further agrees that (1) the hold harmless provision herein
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 the HMO
Member and that (2) this hold harmless provision supersedes any oral or written
contrary agreement now existing or hereafter entered into between Provider and
Member or persons acting on Member's behalf. Any modification, addition, or
deletion to the provisions of this section will become effective on a date no
earlier than thirty-one (31) days after the Department of Insurance has received
written notice of such proposed change.
4. Subcontracts. Provider may, with the prior written approval of HMO enter into
subcontracts for services, and/or facilities to be provided hereunder. All such
subcontracts must be in writing and previously approved by HMO, which shall use
the same criteria for acceptance that it uses for its own contracts for similar
services, and facilities. The same requirement of a written agreement and rights
of review and approval shall exist with respect to employment agreements should
Provider choose to hire health care professionals to discharge any of its
obligations hereunder.
5. Cooperation - Provider and HMO will maintain an effective liaison and close
cooperation with each other to provide maximum benefits at reasonable costs
consistent with acceptable standards of medical practice. Provider will comply
with HMO administrative policies and procedures, including those related to the
delivery of medical services, and will keep and make available such medical,
financial and other records as HMO requires for the System and its Members,
including without limitation, patient encounter forms as and when prescribed by
HMO. A sample HMO enrollment form showing the integrated information release
language, is attached as Exhibit 1. Upon prior written request HMO may make
available to Provider such medical, financial and other records as Provider may
require for Provider's internal quality assurance and resource utilization
purposes and as Provider may require to confirm the accuracy of HMO's
calculation of payment due to Provider. HMO shall not unreasonably deny access
to pertinent information.
6. Notices - Any notice required to be given pursuant to this Agreement shall be
in writing and hand delivered or sent certified or register mail to the Provider
at:
President
Partners In Care, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxx Xxxxxx 00000
with a copy to:
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Xxxxxxx X. Xxxxx, Esq.
Hoagland, Longo, Xxxxx, Xxxxx & Xxxxxx
P.0. Xxx 000
Xxx Xxxxxxxxx, XX 00000.
and to HMO at:
U.S. Healthcare, Inc.
Attn.: Contracts Manager
000 Xxxxx Xxxx
X.X. Xxx 0000
Blue Xxxx, PA. 19422
7. Complaints - Provider agrees to cooperate with and provide HMO with the
information necessary to resolve HMO Member grievances with respect to Provider
Services.
8. Quality Assurance - HMO uses a system of utilization/quality assurance/peer
review based on standards established by federal and state law to promote
adherence to accepted medical standards and encourage participating physicians
to keep medical costs at a minimum level consistent with sound medical
treatment. To this end, Provider agrees to cooperate with HMO's program, the
cost of which shall be borne by HMO, and to provide such records as hospital
discharge and other medical records as it may be authorized to provide, as well
as assistance that HMO may request for its utilization monitoring and review.
HMO shall provide sixty (60) days prior written notice of changes to these
programs.
9. Roster - Except as set forth in paragraph 22 below, HMO may use Provider's
name, address, telephone number, descriptions of services and other information,
and similar information related to health professionals providing services to
the System. HMO shall use Provider's name in HMO's Provider manual in reference
to Providers primary care and specialty physicians. Provider's specialists may
request to not be listed in the general specialist directory. Provider will
obtain any necessary related consents (in writing). Provider agrees, when
requested by HMO, to furnish HMO a current list of participating physicians and
other health professionals performing services within the System. The list will
include names, specialties (as applicable, board status, association memberships
and relationship to Provider).
10. Independent Contractors - The parties are independent contractors. Neither
is an employee, agent or representative of the other. Consequently, neither will
have authority to enter agreements or make any commitments on behalf of the
other unless expressly authorized in writing.
11. Insurance - Each party will maintain, at its own expense, general and
professional liability and such other insurance as necessary to insure itself,
its agents and employees against any claim or action for damages related to this
Agreement or its performance. The limits of malpractice liability
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shall not be less than $1,000,000 per claim and $3,000,000 per aggregate.
Provider further agrees to indemnify and hold harmless HMO against any claims or
liabilities arising under this paragraph which are the sole responsibility of
Provider. HMO further agrees to indemnify and hold harmless Provider against any
claims or liabilities arising under this paragraph which are the sole
responsibility of HMO.
12. Term of Agreement - This Agreement shall be effective for three (3) years
from July 1, 1995. Neither Party may terminate this Agreement for convenience
during the initial term. Thereafter, this agreement shall be renewed for an
additional three (3) year Period unless terminated by either party at its sole
discretion and option by a written notice thereof mailed to the other party by
certified or registered mail at least one-hundred eighty (180) days prior to
July 1, 1998. On termination, the rights of each party shall terminate. However,
Provider may be required by HMO to complete treatment of persons then being
treated and HMO shall reimburse Provider for any such treatment pursuant to
Paragraph 3 of this Agreement.
This Agreement may be terminated for cause at any time by either party if the
other has breached any term or condition of this Agreement and the breach has
not been cured within 30 days after written notice of intent to terminate is
received.
13. Confidentiality - The parties agree to treat Member medical records as
confidential so as to comply with all applicable law.
14. Assignment and Delegation - Because of the special nature of Provider's
services, Provider may not assign any rights (except to an accounting or billing
agent) or delegate any duties of this Agreement without the express prior
written consent of HMO, which consent shall be attached to and incorporated
within this Agreement. Any purported assignment, subcontract or delegation in
derogation of this prohibition shall be null and void. HMO may, for business
purposes, assign its rights and/or delegate its obligations to a subsidiary,
affiliate or successor in interest. Any other assignment of this agreement by
HMO shall require the prior written consent of Provider, which consent shall be
attached to and incorporated within this Agreement.
15. Modification - This Agreement can only be amended by a writing signed by
both parties.
16. Affirmative Action Program - HMO is an Equal Opportunity Employer which
maintains an Affirmative Action Program. The parties agree that they will comply
with Executive Order 11246, the Vietnam Era Veterans Readjustment Act of 1974,
the Drug Free Workplace Act of 1988, and the Vocational Rehabilitation Act in
transactions relating to any government contract.
17. NON-HMO Program Participation - Services under this Agreement may be made
available to Members of the PPO, licensed insurer, Workers' Compensation and
managed care plans affiliated with HMO ("the Plans"). Provider will have the
option to notify HMO in writing which plans(s) it intends to exclude from this
agreement 90 days prior to the effective date of that exclusion. Provider agrees
that it will provide services for the Plans under the then current compensation
agreement with HMO. Upon prior approval of Provider, HMO may designate the
undersigned Provider as a participant or non-participant in any specific Plan.
4 of 7
18. Confidentiality and Non-Disclosure - This Agreement and the terms and
conditions herein shall be treated by the parties as strictly confidential.
Accordingly, the parties agree not to directly or indirectly disclose this
Agreement or the terms and conditions herein, including but not limited to all
schedules and financial terms, to any third party. The parties agree that the
breach or prospective breach of this provision will cause irreparable harm for
which money damages may not be adequate. The parties therefore agree that in
addition to any other remedies, the non-breaching party shall be entitled to
injunctive or other equitable relief to restrain the breach hereof. This
provision shall not apply to disclosures required by law, provided such
disclosure is limited to the extent required by law. This paragraph shall
survive termination of this Agreement.
19. Non Competition/Non-Solicitation - During the term of this Agreement, from
July 1, 1995 forward, Provider (including St. Peter's Medical Center) will not
directly or indirectly operate or file for a license to operate, directly or
indirectly, a Health Maintenance Organization (HMO), Preferred Provider
Organization (PPO) or other managed care plan in the HMO service area. After
that period, in the event that Provider (including St. Peter's Medical Center)
intends to file for a license to operate, purchase, or be acquired by an HMO,
PPO, or other managed care plan, Provider shall give HMO six (6) months prior
written notice of such intention, during which time Provider may not purchase,
operate or be acquired by such an HMO, PPO, or other managed care plan. In the
event Provider receives notice of any affiliate, subsidiary, or parent's action
of filing or intent to file a license to operate, purchase, or be acquired by an
HMO, PPO, or other managed care plan, Provider shall notify HMO immediately in
writing of such affiliate, subsidiary or parent's intent or action.
20. Monthly Reports - HMO shall supply monthly reports, in raw data and report
formats, to Provider regarding claims and encounter information sufficient for
Provider to accurately track resource utilization and performance indicators.
The data shall be comprehensive and include specialists, primary care
physicians, hospital and other provider information regarding the systems'
members. The lag time between initial submission of claim by member and
incorporation of said member's data in the aforesaid report shall not be
greater than 60 days.
21. Joint Operations Committee - In order to xxxxxx cooperation and efficient
coordination between Provider and HMO, the parties shall form a joint operations
committee. This committee shall be staffed by both parties and shall meet on a
bi-weekly basis during the first year of the term of this agreement and
regularly as needed thereafter. The committee shall adopt and implement policies
including, but not limited to, the following: Creation of an easy and convenient
membership verification system for the Provider physicians and hospital, dealing
with intra-practice coverage issues, establishing a provider grievance
procedure, for the Provider, physician, hospital and other members of its
provider network, review of specialist referral patterns and utilization, coding
and re-bundling issues, changes in HMO's utilization management program or
administrative requirements, and the establishment of case rates where
appropriate.
22. Directives for Catholic Institutions - Provider shall not be required under
this agreement to provide any services it deems to be contrary to or
inconsistent with the Directives for Catholic Health Care Institutions. Members
of the Providers Network shall not be required, or permitted to
5 of 7
provide any such services to Members through or under the auspices of Provider.
In keeping with this policy, HMO shall not include Provider or members of its
network who are identified as such in any printed materials, audio or video
tapes, or in any other medium of advertisement or communication in such a way so
as to directly or indirectly imply that Provider, or members of its network
perform services which are inconsistent with or contrary to said Directives.
As an example of the policy outlined above, HMO shall not include Provider, or
physicians or Hospitals identified as members of Provider's network in any
communication which discusses the provision of abortion or sterilization
services, without a clear and prominent statement that, St. Peter's Medical
Center does not provide abortion or sterilization services and that members of
the Partner's in Care network do not provide abortion or sterilization services
through Partners in Care. If HMO so desires, it may submit to Provider for
review and approval, any materials to be used by HMO in which any information
concerning Provider or members of Providers provider network will appear.
Provider will, within 5 business days after receiving such material, advise HMO
in writing either (i) that the materials are acceptable, or (ii) that such
materials are not acceptable, in which case provider will provide the basis for
its determination. The parties agree that the breach or prospective breach of
this provision will cause irreparable harm for which money damages may not be
adequate. The parties therefore agree that in addition to any other remedies,
the non-breaching party shall be entitled to injunctive or other equitable
relief to restrain the breach hereof.
23. Waiver - The waiver by either party of a breach or violation of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any subsequent breach thereof.
24. Governing Law - This Agreement shall be governed in all respects by the
laws of the State of New Jersey.
25. Severability - Any determination that any provision of this Agreement or any
application thereof is invalid, illegal or unenforceable in any respect in any
instance shall not affect the validity, legality and enforceability of such
provision in any other instance, or the validity, legality or enforceability of
another provision of this Agreement.
26. Noninterference - HMO agrees that during the initial term of this Agreement
and any renewal(s) thereof or the one-hundred eighty (180) day period following
termination of this agreement, HMO will not:
a. Take any action or make any communication to PIC Participating
Physicians or other parties which undermines or could reasonably be expected to
undermine the relationship between PIC and army of its participating physicians,
and;
b. Endeavor in any manner to contract directly with an PIC Participating
Physician or offer any PIC Participation Physician compensation under terms and
conditions that are not available to all other PIC Participating Physicians of
the same specialty.
27. Network Open Status - Provider agrees that, during the initial term and all
subsequent renewal terms, Provider will not close to additional HMO Members
while remaining open to new enrollments from other managed care organizations.
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28. Re-negotiation - The specialists reimbursement program as outlined in the
Specialist Physicians agreement schedule "A", would be reopened for good faith
negotiation should the rates contained in HMO's Reasonable, Equitable Fee (REF)
Schedule be reduced overall by 10%. The Joint Operations Committee, as defined
in section 21 above, shall be charged with the determination of the degree of
change in the REF schedule. If a mutually agreeable resolution has not been
achieved at the end of the ninety (90) day period, Provider may terminate the
agreement upon giving ninety (90) days written notice.
U.S. HEALTHCARE/THE HEALTH MAINTENANCE ORGANIZATION OF NEW JERSEY, INC.
By: Xxx Xxxxx
----------------------------
XXX XXXXX
Title:
Date: July 14, 1995
------------------------
PARTNERS IN CARE, INC.
By: Xxxxxx Xxxxx By: Xxxx Xxxxxxx
---------------------------- ----------------------------
XXXXXX XXXXX, M.D. XXXX XXXXXXX
Title: Chairman of the Board of Directors Title: Interim Executive Director
Date: 11 July 95 Date: 7/11/95
------------------------ ------------------------
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ATTACHMENT A
TO THE
HEALTH CARE SERVICES AGREEMENT
BENEFITS AND SERVICES
Provider: Partners In Care, Corp.
Effective Date: July 1, 1995
A. Primary Physician Benefits: Outpatient. Except in case of emergency, the
benefits listed below will be provided to Members only at or through the HMO
medical office shown on Member's Identification card. Non-emergency services to
be performed outside the office of a Participating Primary Physician must be
specifically authorized by a Participating Primary Physician by means of a prior
written referral. Such a referral must be obtained through the HMO Medical
Office shown on Member's identification card. Member is responsible for the
appropriate co-payment per office visit during office hours, non-office hours.
and for home visits. Copayments are dependent upon Plan selected by member.
1. Office visits to Participating Primary Physician during office
hours, including well-child care from birth;
2. Office visits when medically necessary to Participating Primary
Physician during non-office hours;
3. Home visits when medically necessary, as determined by Member's
Participating Primary Physician;
4. Additional benefits, for laboratory and x-ray services,
radiotherapy, casts, dressings, and injections, when medically
necessary and appropriate, and administered by Participating Health
Professionals at the office of Participating Primary Physicians. In
addition, short term rehabilitation services and physical therapy, the
provision of which, the Member's Participating Primary Physician
determines, can be expected to result in the significant improvement of
a Member's condition within a period of two months. If these services
are to be performed outside the office of a Participating Primary
Physician, they must be specifically authorized by a Participating
Primary Physician by means of a prior written referral.
5. Emergency care on a twenty-four (24) hour-a-day basis;
6. Periodic health examination, immunizations (but not solely for
travel), and other measures for the prevention and detection of
disease, including instruction in personal health care measures, and
formation on proper and timely use of appropriate medical resources as
provided by or through HMO;
7. Medical social services, in support of provision of covered health
services. These benefits shall include pre- and post-hospital planning,
referral to (but not payment for) services provided through community
health and social welfare agencies, and referral to (but not payment
for) related family counseling services:
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8. Health education and information as provided from time to time by
HMO and Participating Providers and medical offices:
9. Home health services provided by a Participating Home Health Agency,
when ordered by Member's Participating Primary Physician; but not
including meals, housekeeping, and personal comfort and convenience
items;
10. Ambulance service, when medically necessary and authorized by
Member's Participating Primary Physician, in accordance with the
notification provisions of Section F.2. - Benefits and Services.
11. Other preventive health services:
a. Subject to the provisions of paragraph 22 of this Health Care
Services Agreement. Family planning services, with referral to
and payment for services of appropriate agencies as necessary;
b. Subject to the provisions of paragraph 22 of this Health Care
Services Agreement. Services for infertility, with referral to
and payment for services of appropriate specialists as necessary
except injectables unless medically necessary;
c. Eye examinations, with referral to and payment for services
of appropriate specialists as necessary.
d. Ear examinations to determine the need for hearing
correction;
B. Specialist Physician Benefits - Outpatients. The benefits listed below
will be provided without co-payment to members (except where noted) when
referrered by a Participating Primary Physician to a Participating
Specialist Physician by means of a prior referral;
1. Office visits to Participating Specialist Physicians or
Participating Outpatient Departments during office hours. The
specialist or hospital services provided include but are not limited
to:
Allergy (except injections, which must be administered by a
Participating Primary Physician)
Anesthesia
Cardiology
Endocrinology
Gynecology and Obstetrics (except periodic preventive exams:
e.g., pap tests, routine medical gynecology, which must be
administered by a participating Primary Physician)
Internal Medicine
Oncology
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Ophthalmology
Oral Surgery (only for infections, diseases or injuries of jaw
or bony impactions of teeth)
Orthopedics
Otolaryngology
Pathology
Pediatrics
Radiology (x-rays. except dental x-rays)
Surgery
Urology
2. Emergency visits to a Participating Specialist Physician during
non-office hours, when medically necessary. Member is responsible for
appropriate co-payment as determined by plan for each such visit.
These visits do not require prior written referral, but will be
reviewed for payment in accordance with the rules set forth in Section
F., Benefits and Services.
C. Physician Benefits- Inpatient. The following benefits are available only at
HMO Participating Hospitals and Participated Skilled Nursing Facilities when the
Member is referred by Member's Participating Primary Physician by means of a
prior written referral except for emergency services as described in Section F.
- Benefits and Services.
1. Unlimited physician services (other than for mental illness) when
referred by Member's Participating Primary Physician, including
pre-operative and post-operative surgical, medical, obstetrical and
anesthesia services.
2. The services of all specialists listed in Section 8.1. - Benefits
and Services when medically necessary and when referred by Member's
Participating Primary Physician by means of a prior written referral or
prior referral as recorded in the hospital records of the case.
D. Hospital and Skilled Nursing Facility Benefits - Inpatient. The following
benefits (other than for mental illness and physical therapy) are provided at
Participating Hospitals and Participating Skilled Nursing Facilities when Member
is admitted upon the instruction of a Participating Physician and with a prior
written referral from Member's Primary Physician, except for emergency services
as described in Section F, Benefits and Services:
1. Unlimited benefits for semi-private accommodations. When medically
necessary, private accommodations will be provided upon certification
of Member's Participating Primary Physician. Should a private room be
occupied when not certified to be medically necessary, the benefit
hereunder shall be limited to payment by HMO to the Participating
Hospital of Facility of the per diem or other agreed upon rate
established between HMO and such facility. In such cases. Member shall
be liable directly to the Participating Hospital or Participating
Skilled Nursing Facility for the difference between such benefit and
the private room charge Hospital and Skilled Nursing Facility benefits
shall include, but are not limited to:
Room and Board
General Nursing Care
Use of intensive or special care facilities when medically
necessary
X-ray examination (except dental x-rays)
Use of operating room and related facilities
Encephalography
Drugs, medications, biologicals, as necessary
Cardiography
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Laboratory testing and services
Ear and hearing examinations
Special tests when medically necessary
Nuclear Medicine
Physical and rehabilitation therapy as appropriate
Oxygen and oxygen therapy
Anesthesia
Anesthesia services
Administration of blood, blood plasma and blood derivatives (the
blood itself is not a covered benefit)
Intravenous injections and solutions
Surgical, medical and obstetrical services provided by the
hospital
Pre-operative and post-operative care
Private duty nursing when medically necessary and ordered by the
referred
Participating Specialist Physician in concurrence with Member's
Primary Physician
2. Benefits in Skilled Nursing Facilities as described above shall be
limited to those medically necessary and as defined in the Medicare Law
as Skilled Nursing Care.
E. Speech Therapy Benefits. Benefits are provided, only when referred by
Member's Participating Primary Physician, by means of a prior written referral,
in and by Participating Providers as follows:
3. Speech Therapy - Outpatient or Inpatient. Benefits are provided
only in cases of cerebral vascular accident or other neurologic damage,
congenital problems stemming from birth defects, accidental trauma,
deafness, when the institution of speech therapy would preclude the
further progression of a pathogenic condition, or in the case of
complete loss of speech for psychiatric reasons. In such cases, the
benefits are limited to twenty (20) visits in any 365 day period. In
the case of complete loss of speech for psychiatric reasons, the
copayment structure provided in Section E.1, -Benefits and Services,
applies. In all cases, a visit as used herein is defined as fifty (50)
minutes or more of therapy.
4 of 7
F. Emergency and Out-of-Area Benefits. Members shall receive the following
benefits under emergency conditions:
1. HMO will reimburse Member for the reasonable cost of medical and
hospital services by non-participating providers, when and only when the
condition so treated required treatment of an immediate nature.
Determinations of covered conditions under this Section F - Benefits and
Services will be made by the HMO Quality Assurance (Medical Review)
Committee. Examples of such conditions are: unusual or excessive bleeding;
broken bones, acute abdominal or chest pains, suspected heart attacks;
sudden, persistent pain, serious injuries or xxxxx; poisonings;
unconsciousness; convulsions, or difficulty in breathing. The HMO Quality
Assurance Committee may determine that similarly acute conditions are also
emergencies. Care that would normally be rendered on a primary care basis
is not considered an emergency for purposes of HMO coverage.
2. Persons claiming benefits under this Section must, whenever possible,
notify either their Participating Primary Physician or HMO of the emergency
immediately (within 48 hours) and must give written proof of the
occurrence, character and extent of emergency services. This written notice
must be received by HMO within ninety (90) days after the date services
were rendered. Failure to immediately notify or to furnish such written
proof within the time required will not invalidate or reduce any claim for
reimbursement if it can be shown that notification and proof were given as
soon as was reasonably possible. Reimbursement will be made only upon
receipt of proper written proof.
3. Reimbursement for emergency care by a non-participating provider, in or
outside the HMO area, is limited to expenses incurred prior to the time
Member's condition, in the opinion of HMO, reasonably permitted him or her
to travel or to be transported to the nearest HMO Participating Provider,
or to receive follow-up care from a Participating Provider, upon referral
by the Member's Participating Primary Physician. Transportation costs will
be reimbursed only to the extent medically necessary in the circumstances.
4. Reimbursement may be subject to payment by Member of all co-payments
which would have been required, had similar benefits been supplied during
office hours, on a deferred basis, by a PIC provider.
5. Member will be responsible for an emergency service co-payment for each
incidence of the use of outpatient emergency services at a Physician's
office. Member will be responsible for an emergency service co-payment for
each incidence of the use of outpatient emergency services at a hospital
emergency room or hospital outpatient department. Copayments are dependent
upon Plan selected by member.
6. Only those services covered in non-emergency situations under this
Contract are covered in emergency situations. The services set forth in
Exclusions and Limitations below are excluded in non-emergency and
emergency circumstances.
G. Physical Therapy. Benefits are provided for short term rehabilitation
services and physical therapy, the provision of which the Member's Participating
Primary Physician determines can be expected to result in the significant
improvement of a Member's condition within a period of two months.
5 of 7
Exclusions and Limitations
The following are excluded from coverage under the Contract, and are not
provided as benefits:
A. Any service provided without prior referral from Member's Participating
Primary Physician, except in emergencies (see Section F. - Benefits and
Services);
B. Plastic operations for cosmetic or beautification purposes except when made
medically necessary as a result of accidental injuries or congenital defects or
to correct or restore normal body functions or as determined by the Quality
Assurance Committee of the HMO;
C. Except as noted below, services related the care, filling, removal or
replacement of teeth, and to the treatment of injuries or to diseases of the
teeth or gums. Examples of excluded services are (but not limited to)
apicoectomy (dental root resection); orthodontics; root canal treatment; soft
tissue impactions; tempomandibular joint dysfunction examination, evaluation and
treatment, alveolectomy and treatment of periodontal disease.
The only dental services included for coverage are the surgical removal of
impacted teeth which are partially or completely covered by bone.
D. Experimental medical, surgical or other experimental health care procedures,
unless approved by HMO. (Only HMO Members are covered for services provided in
the case of a covered transplant.);
E. Treatment of disabilities from diseases contracted or injuries sustained as a
result of military service or war, declared or undeclared, or any act of war,
for which the Member is legally entitled to services at governmental facilities,
and for which facilities are reasonably available;
F. Treatment of mental retardation, defects and deficiencies, except for those
short-term outpatient evaluative and crisis intervention mental health services
provided for in Section E.1. - Benefits and Services. This provision does not
apply to medical treatment of retarded Members in accordance with the terms and
provisions of this Contract;
G. Care for conditions that state or local law requires to be treated in a
public facility;
H. Provision of blood, blood plasma, or blood derivatives and the cost of
securing the services of professional blood donors (administration of blood is
covered);
I. Immunizations for the purpose of fulfilling requirements for international
travel;
J. Provision of and instruction in the use of hearing aids, arch supports,
corsets, cervical collars, traction apparatus, TENS unit, elastic hose,
corrective shoes, canes, walkers, wheelchairs, crutches, braces or other special
appliances, xxxxxxx or equipment. However, original provision of prosthetic
appliances (except false teeth) and orthopedic braces used to treat congenital
defects, is covered. Replacement of these items are not covered;
K. Provision of personal convenience items or services such as xxxxxx services,
guest meals, radio and television rentals, and other like items and services;
L. Custodial or domiciliary care, research studies, experimental treatment, rest
cures or weight reduction programs not medically necessary and certified as such
by Member's Participating Primary Physician;
6 of 7
M. Drugs, except as specifically provided in Section D.1. - Benefits and
Services.
N. Special medical reports not directly related to treatment. Also appearances
at hearings and court proceedings.
O. Private or special duty nurses, except as provided in Section D.1. - Benefits
and Services; or as specifically approved in advance by HMO;
P. Surgery to the feet, except where prior written approval has been obtained,
after review from the Quality Assurance Committee of HMO. This review shall
include, at a minimum, analysis of x-rays made by a Board Certified or Board
Eligible radiologist together with any other documents deemed necessary by the
Quality Assurance Committee;
Q. Treatment for chronic alcoholism and drug addiction, except as provided in
Section E - Benefits and Services;
R. Speech therapy except as provided in Section E.3. - Benefits and Services;
S. Reversal of voluntarily induced infertility;
T. Transsexual surgery;
U. Routine reduction of nails, callouses and corns which are not medically
necessary;
V. Those services described in paragraph 22 of this Health Care Services
Agreement "Directives for Catholic Institutions."
HMO reserves the right to amend Attachment A as necessary to reflect changes
required by state and federal law. HMO will notify Provider at least thirty (30)
days prior to the effective date of such amendments and will adjust compensation
to Provider in a mutually agreed upon fashion.
7 of 7
ATTACHMENT B
TO THE
HEALTH CARE SERVICES AGREEMENT
COMPENSATION
Provider: Partners In Care, Corp.
Effective Date: July 1, 1995
Compensation:
Subject to the qualifications herein, and in Paragraph 3 of this Agreement, upon
the enrollment of 5,000 Members with Partners in Care primary care physicians,
U.S. Healthcare will reimburse Partners In Care, Inc., (Provider) the
percentages of Premium set forth below for each of the 5,000 or more enrollees.
For purposes of this agreement, "Premium" shall be defined as the product's
revenue requirement as filed with the State of New Jersey Department of
Insurance, as amended from time to time. This rate is for primary, specialty
and hospital services, as described in Attachment A, provided to Members
who enroll with Partners In Care Inc., primary care offices, in accordance
with this Agreement.
72% for commercial products
76% for Medicare products
75% for Medicaid products (Family Care)
The Partners in Care percent of the premium for the commercial products shall
increase by 1/2 percentage point for each percentage point decrease in the
revenue requirement as filed with the State of New Jersey Department of
Insurance, up to a maximum of 75%.
The above notwithstanding, Partners in Care's percentage of premium, shall
never be less than HMO's Medical Loss Ratio for Northern New Jersey, as filed
with the State of New Jersey Department of Insurance, over the identical
time span. For these purposes and for purposes of reconciliation, premium
requirement and claims paid shall include premium and claims paid as part of a
point of service program offering HMO benefits in conjunction with indemnity
benefits offered by an HMO affiliated insurance company.
Exclusions:
Provider will not be responsible to provide the following services as defined in
Attachment A:
Mental Health. Substance Abuse, and the various services described in
section 22.
HMO's per member per month costs for the above excluded services, developed
along actuarially sound guidelines, will be deducted from the revenue
requirement defined above prior to the determination of the reconciliation
percentage.
The services to be excluded from the percent of premium, and the actuarially
developed value of said services, may be amended in writing at any time with the
approval of both parties.
Professional Services:
The services provided by Provider's specialist physicians for members referred
by other than Provider's primary care offices will be paid in accordance with
the fee schedule contained in the Specialist Physician Agreement.
Hospital services, including those certain services performed by hospital based
physicians which are included in the hospital rates, provided for members other
than those that are enrolled with Provider's Primary care offices will be paid
in accordance with the rates contained in the Managed Care Agreement between HMO
and St. Peter's Medical Center. Other services performed by hospital based
physicians, and not included in the hospital rates under the Managed Care
Agreement, will be paid in accordance with the Specialist Physician Agreement
fee schedule.
All claims for outpatient services (anything other than inpatient) must be
submitted with the appropriate procedure code as published in the AMA Physicians
Current Procedural Terminology ("CPT"). Procedures which are an integral part of
the primary procedure will be considered as necessary adjuncts, not separate
procedures for which additional reimbursement is justified. If HMO determines
that certain services , which were billed separately by Provider, are an
integral part of the primary procedure, HMO will provide Provider with the
standard applied by HMO in making this determination. The payment and bundling
decisions are developed along actuarially sound guidelines.
Reconciliation:
Financial reconciliation of the Health Care Services Agreement will take place
on a preliminary basis approximately six months after the close of the relevant
contract year with final reconciliation thirteen (13) months after the close of
the relevant contract year. Reconciliation will be to the financial terms
outlined above. Any sum due to either party, as determined by the reconciliation
shall be paid within thirty (30) days of the final reconciliation. Both parties
shall supply or make available, in a timely fashion, the documents and records
necessary to accomplish this reconciliation, including but not limited to those
set forth in paragraphs 5 and 19 of this Agreement.
ATTACHMENT C
TO THE
HEALTH CARE SERVICES AGREEMENT
ROSTER OF PRIMARY CARE PHYSICIAN OFFICES
Provider: Partners In Care, Corp.
Effective Date: July 1, 1995
To be attached
ATTACHMENT D
TO THE
HEALTH CARE SERVICES AGREEMENT
DEFINITIONS
Provider: Partners In Care, Corp.
Effective Date: July 1, 1995
When used in this Agreement, all capitalized terms shall have the following
meanings:
1 Affiliates. USHC and its parent, subsidiary and other affiliate companies and
any cooperating Payor identified in a Plan.
2 Covered Services. Those Medically Necessary Services which are to be provided
to Member under the terms and conditions of the applicable Plan.
3 Emergency Services. Medically Necessary Services to preserve life or stabilize
health, available on an inpatient or outpatient basis, 24 hours a day, seven
days a week.
4 Medically Necessary Services. Health care services that are appropriate and
consistent with the diagnosis in accordance with accepted medical standards and
which are likely to result in demonstrable medical benefit, and which are the
least costly of alternative supplies or levels of service which can be safely
and effectively provided to the patient. Medically Necessary Services do not
include custodial or supportive care or rest cures, or services or supplies
provided for the convenience of the patient, the patient's family, or the
provider. When used in relation to hospital inpatient care, Medically Necessary
Services only include those services and supplies that cannot be safely and
satisfactorily provided at home, in a physician's office, as an outpatient
service, or in a lesser facility. Medically Necessary Services must be related
to diagnosis or treatment of an existing illness or injury, except for
preventive and well baby care. Health services are not Medically Necessary if
they are experimental services.
5 Member. A person who is currently enrolled in a fully insured Plan and has
selected a PIC Primary Care Physician.
6 Participating Provider. Any physician, hospital, skilled nursing facility, or
other individual or entity involved in the delivery of health care or ancillary
services who has entered into and continues to have a current valid contract
with PIC to provide Covered Services to Members, and which is a participant in
the specific Plan in which the Member is enrolled.
7 Payor. USHC or any other third party payor, including, but not limited to, an
insurance company, self-insured group contract holder, or third party
administrator that has entered into an agreement with USHC for the provision of
Covered Services through Participating Providers.
8 Primary Care Services. Those Covered Services to be provided to Members by
Primary Care Physician under the terms and conditions of the applicable Plan.
9 Plan. Any product or plan offered by USHC or another Payor which utilizes
Participating Providers to provide Covered Services to Members under the terms
and conditions described in the applicable Plans, including but not limited to
PPO, Medicaid, Medicare and Workers' Compensation. Certain of such Plans may be
self-funded (non-insured) in nature, under which an employer and not USHC is
obligated to pay Physician.
10 Proprietary Information. The information developed by or belonging to
Partners in Care or USHC or any third party payor including, but not limited to,
mailing lists, patient lists, employer lists, USHC rates and procedures,
product related information and structure, utilization review procedures,
formats and structure and related information and documents concerning USHC's
planning structure, systems and operation of its Plans.
EXHIBIT 1.
TO THE
HEALTH CARE SERVICES AGREEMENT
SAMPLE ENROLLMENT FORM/CONSENT TO RELEASE
OF MEDICAL INFORMATION
Provider: Partners In Care, Corp.
Effective Date: July 1, 1995
PLEASE READ INSTRUCTIONS ON REVERSE SIDE
BEFORE COMPLETING THIS FORM, PRINT CLEARLY.
PLAN OPTIONS (CHECK 1)
1 [ ] PREMIER [ ] PATRIOT'sm'V [ ] PATRIOT'sm'X [ ] PATRIOT'sm'XV [ ] VALUE PLUS'sm' [ ] SUPER VALUE PLUS'sm'
[ ] VERSATILE'sm' PLAN [ ] CHOICE OF EXCELLENCE'sm' PLAN [ ] CITIZEN PLAN [ ] CHARTER PLAN [ ] OTHER
[US HEALTHCARE LOGO] 0000 Xxxxx Xxxxxxx Xxxx X.X. HEALTHCARE'r' ID NO.
X.X. Xxx 0000 --------------------------------
Xxxx Xxxx, XX 00000
0-000-000-0000
--------------------------------
Enrollment Form
--------------------------------------------------------------------------------
2 EMPLOYEE INFORMATION
--------------------------------------------------------------------------------
LAST NAME, FIRST NAME, M.I. SOCIAL SECURITY NO.
- -
--------------------------------------------------------------------------------
HOME ADDRESS APT. NO.
--------------------------------------------------------------------------------
CITY, STATE ZIP CODE HOME TELEPHONE
( )
--------------------------------------------------------------------------------
EMPLOYER NAME WORK TELEPHONE
( )
--------------------------------------------------------------------------------
WORK ADDRESS ZIP CODE DATE OF HIRE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3 TYPE OF ACTIVITY
--------------------------------------------------------------------------------
[ ] NEW SUBSCRIBER [ ] CHANGE USHC PLAN TO
[ ] ADD/REMOVE SPOUSE
REASON ----------------------------
----------------------------- [ ] CHANGE PRIMARY OR GYN OFFICE
DATE OF EVENT (FILL IN SECTIONS 4 AND 5 BELOW)
----------------------
[ ] ADD/REMOVE A DEPENDENT CHILD [ ] ADD/CHANGE PRIMARY DENTIST
REASON (FILL IN SECTIONS 4 AND 5 BELOW)
-----------------------------
DATE OF EVENT [ ] ADD/CHANGE PHARMACY
---------------------- (FILL IN SECTIONS 4 AND 5 BELOW)
[ ] NAME CHANGE FROM
------------------ [ ] WITHDRAWAL/TERMINATION
(SEE SECTION 8 BELOW)
-----------------------------------
-------------------------------------------------------------------------------------------------------------------------
4 NO. ADD REMOVE LAST NAME, FIRST NAME, M.I. SEX DATE OF BIRTH SOCIAL SECURITY NO.
-------------------------------------------------------------------------------------------------------------------------
EMPLOYEE 1 [ ] [ ] M F / / - -
[ ] [ ]
-------------------------------------------------------------------------------------------------------------------------
SPOUSE 2 [ ] [ ] M F / / - -
[ ] [ ]
-------------------------------------------------------------------------------------------------------------------------
CHILDREN 3 [ ] [ ] M F / / - -
[ ] [ ]
-------------------------------------------------------------------------------------------------------------------------
ATTACH SHEET 4 [ ] [ ] M F / / - -
TO LIST [ ] [ ]
ADDITIONAL -------------------------------------------------------------------------------------------------------------
CHILDREN
ATTACH PROOF 5 [ ] [ ] M F / / - -
IF FULL-TIME [ ] [ ]
COLLEGE -------------------------------------------------------------------------------------------------------------
STUDENT 6 [ ] [ ] M F / / - -
[ ] [ ]
------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
PRIMARY GYN PHARMACY DENTIST
5 CHANGE XXXXXX XX. XXXXXX XX. XX. XXXXXX XX.
---------------------------------------------------------------------------------------------------
0 [ ]
---------------------------------------------------------------------------------------------------
2 [ ]
---------------------------------------------------------------------------------------------------
3 [ ]
---------------------------------------------------------------------------------------------------
4 [ ]
---------------------------------------------------------------------------------------------------
5 [ ]
---------------------------------------------------------------------------------------------------
6 [ ]
---------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
6 OTHER INSURANCE
-------------------------------------------------------------------------------------------------------------------------
IS YOUR SPOUSE EMPLOYED? [ ] YES IF YES, PLEASE GIVE NAME AND ADDRESS OF SPOUSE'S EMPLOYER.
[ ] NO
-------------------------------------------------------------------------------------------------------------------------
DOES YOUR SPOUSE HAVE [ ] YES IF YES, PLEASE GIVE NAME AND POLICY NO. OF INSURANCE CARRIER OR OTHER HMO.
HEALTH INSURANCE? [ ] NO
-------------------------------------------------------------------------------------------------------------------------
IF YES, WHO IS COVERED BY THIS POLICY?
[ ] YOURSELF [ ] YOURSELF AND SPOUSE [ ] SPOUSE ONLY [ ] ENTIRE FAMILY
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
7 DEPENDENT INFORMATION
-------------------------------------------------------------------------------------------------------------------------
DO ANY OF THE DEPENDENT'S LISTED IN SECTION 4 LIVE AT ANOTHER ADDRESS? [ ] YES
[ ] NO
-------------------------------------------------------------------------------------------------------------------------
IF YES, WHO AND AT WHAT ADDRESS?
-------------------------------------------------------------------------------------------------------------------------
EXPLAIN THE CIRCUMSTANCES.
-------------------------------------------------------------------------------------------------------------------------
IF ANY DEPENDENT'S LAST NAME IS DIFFERENT FROM YOURS, EXPLAIN THE CIRCUMSTANCES.
-------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
8 WITHDRAWAL FROM PLAN
--------------------------------------------------------------------------------
[ ] NO LONGER IN GROUP DATE OF WITHDRAWAL
[ ] INDIVIDUAL CONVERSION--XXXX ME AT HOME ---------------------------------
(PRESCRIPTION AND DENTAL BENEFITS ARE NOT CONVERTIBLE)
[ ] I DECLINE NONGROUP COVERAGE
NOTE: FOR COBRA INFORMATION--SEE YOUR EMPLOYER.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9 EMPLOYEE SIGNATURE
--------------------------------------------------------------------------------
I REPRESENT THAT ALL THE INFORMATION SUPPLIED IN THIS APPLICATION IS TRUE AND
COMPLETE. I HEREBY AGREE TO THE CONDITIONS OF ENROLLMENT ON THE REVERSE SIDE OF
THE EMPLOYEE COPY OF THIS APPLICATION.
--------------------------------------------------------------------------------
SUBSCRIBER SIGNATURE DATE
--------------------------------------------------------------------------------
EMPLOYEE COPY MAY BE USED AS A TEMPORARY ID CARD FOR 30 DAYS FROM THE EFFECTIVE
DATE AUTHORIZED BY EMPLOYER. COVERAGE MUST BE VERIFIED WITH U.S. HEALTHCARE
PRIOR TO REFERRAL TO A SPECIALIST OR ADMISSION TO A HOSPITAL.
-------------------------------------------------------------------------------------------------------------------------
10 EMPLOYER VERIFICATION
-------------------------------------------------------------------------------------------------------------------------
GROUP NAME GROUP NO SIGNATURE TITLE EFFECTIVE DATE OF COVERAGE
-------------------------------------------------------------------------------------------------------------------------
'c' 1993 U.S. Healthcare, Inc. 8131-2/93
ENROLLMENT FORM INSTRUCTIONS
COMPLETE ALL SECTIONS EXCEPT SECTION 8 IF YOU ARE:
1. Enrolling as a new subscriber.
2. Changing dependent coverage.
3. Adding dental or prescription coverage.
COMPLETE SECTIONS 1, 2, 3, 6, AND 9 IF YOU ARE SWITCHING U.S. HEALTHCARE PLANS.
COMPLETE SECTIONS 2, 3, 8, AND 9 IF YOU ARE TERMINATING YOUR U.S. HEALTHCARE
COVERAGE.
Section 1 -- If you are offered more than one plan option by your employer, you
must select a plan option or your enrollment form cannot be
processed.
Section 2 -- Complete all information.
Section 3 -- Check box(es) indicating reason(s) for submitting form (i.e., new
enrollment, coverage change, name change, withdrawal).
Section 4 -- Print your full name along with the name(s) of your dependents(s),
if any. Provide sex, date of birth, and social security number for
each individual listed. If a dependent is a full-time college
student, you must attach a current course schedule or tuition
receipt. The add/remove blocks should be checked only if you wish
to add or remove a dependent from the plan.
Section 5 -- From the appropriate directory, choose the location number for a
primary physician (required for all members), GYN (if applicable),
pharmacy (if applicable), and dentist (if applicable). Check the
change block only if you are changing providers.
Section 6 -- This section must be completed for all new enrollments or coverage
changes.
Section 7 -- Complete this section for all new enrollments or coverage changes.
Section 8 -- FOR TERMINATION ONLY. Complete this section only if the
"withdrawal" box has been checked in Section 3.
Section 9 -- Employee must sign and date this form for any activity or it will
not be processed.
Section 10 -- To be completed by the employer's benefit representative. Please
ensure that all information is clearly marked and correctly filled
out.
CONDITIONS OF ENROLLMENT
On behalf of myself and the dependents listed on the reverse side, I agree to
the following:
1. Enrollment of myself and of the listed dependents into the plan shall be
effective on acceptance by U.S. Healthcare.
2. Coverage and benefits are contingent on timely payment of premiums and may be
terminated as provided in the Group Master Contract. Employer is hereby
authorized to withhold premium payments from applicant's wages as
appropriate.
3. As a condition to benefits, applicant understands and agrees that (with the
exception of emergency procedures as defined in the Group Master Contract)
all services, in order to be covered by U.S. Healthcare, must be performed
either by a participating primary care physician or by the participating
specialists, hospital, pharmacy, dentist, or other provider as authorized by
prior written referral forma participating primary care physician.
4. Applicant agrees to make directly to providers of health care such copayments
as are provided for in the Group Master Contract.
5. Applicant authorizes any hospital, physician, or other health care provider
to furnish U.S. Healthcare or its assignee or designee with such medical
information about the applicant and of the listed dependents at U.S.
Healthcare or its assignee or designee may require.
6. The Group Master Contract will determine the rights and responsibilities of
member(s) and will govern in the event it conflicts with any benefits
comparison, summary, or other description of the HMO Plan.
7. Applicant authorizes the substitution of generic pharmaceuticals for brand
name products, as provided by law, for prescriptions filled under any
pharmacy benefit rider.
8. Applicant understands that this coverage will remain in effect until the
employer's next open enrollment period regardless of the continued
availability of a particular primary care physician or other health care
provider.
9. Applicant acknowledges that U.S. Healthcare's participating providers,
including all participating primary care physicians, are independent
contractors and are not agents or employees of U.S. Healthcare.
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT made as of 10/1, 1999 by and between Aetna US Healthcare
on behalf of itself and its affiliates, (collectively "Company") and Partners in
Care, Corp. (hereinafter "PIC").
WHEREAS, Company and a provider represented by PIC ("Provider") are
currently engaged in discussions about the possible development of an agreement
wherein Provider will provide programs and services for enrollees of Company's
plans; and
WHEREAS, such discussions between Company and Provider may necessitate
Company to disclose certain confidential and proprietary information to PIC; and
WHEREAS, Company desires to protect such information and PIC agrees to
protect such information under the terms and conditions set forth hereunder.
NOW, therefore, intending to be legally bound hereby, the parties agree as
follows:
1. For the propose of this Agreement, the terms "Confidential Information"
shall mean all information, whether prepared by the Company, its advisors
or otherwise, relating to Company or the development of the Definitive
Agreement including but not limited to the development of a pricing
structure, whether written or oral, including without limitation all
financial information, rate schedules and financial terms which relate to
Provider and which is furnished or disclosed to PIC in connection with the
aforementioned negotiations and which is furished to PIC upon and after
the effective date hereof. Confidential Information does not include
information which becomes available to PIC on a non confidential basis from
a source other than the Company or its advisors, provided that such
information is not know by PIC to be proprietary or such source is not
known by PIC to be bound by a confidentiality agreement with or other
obligation of secrecy to the Company or another party. PIC agrees that
Company's rate and financial information shall be deemed to be proprietary
and confidential hereunder, except as agreed to in writing by Company to
PIC.
2. PIC shall not, in any manner or for any reason whatsoever, directly, or
indirectly, (a) use all or any portion of the Confidential Information for
any purpose other than solely for the evaluation of and consultation with
Provider in connection with discussions between Provider and Company, (b)
except as set forth herein, disclose or otherwise make available in any
manner or form to any person or entity all or any portion of the
Confidential Information, including with limitation, for any purpose
relating to the business or affairs of PIC or any related person or entity,
or (c) take any action or fail to take or abstain from taking any action
the effect of which would cause Confidential Information to be disclosed or
otherwise made available in a manner inconsistent with PIC's obligations
herein.
3. PIC may disclose Confidential Information to its employees, contractors,
agents, advisors and representative only on a need-to-know basis, provided
that PIC shall (a) direct such persons to use such information solely for
the purpose described in Paragraph 2; (b) inform such persons of the
confidential nature of such information; and (c) direct and cause such
persons to treat such information confidentially as required of PIC herein;
and provided further that PIC shall provide Company prompt written notice,
upon Company's request, of all such persons to whom such information was
disclosed.
4. Upon Company's request or in the event an agreement between Provider and
Company is not executed, PIC shall promptly return to Company all written
material containing or reflecting any Confidential Information. The return
of such material shall not relieve PIC of its obligations hereunder. In any
event, PIC shall and will not retain any copies, extracts or other
reproductions in whole or in part of such written material. All documents,
memoranda, notes and other writings whatsoever prepared by PIC or its
advisors based on the information in the Confidential Information shall be
destroyed, and such destruction shall be certified in writing to the
Company, upon Company" request, by an authorized officer supervising such
destruction.
5. The parties hereby agree and acknowledge that Company operates in a highly
competitive market; any breach of this Agreement would have an adverse
financial effect on Company and will cause irreparable harm and significant
injury which will be difficult to measure with certainty or to compensate
through damages, and that any remedies provided at law to Company cannot
adequately compensate Company for the losses to be sustained by Company in
the event of a breach or violation by PIC of any of the provisions of this
Agreement. Accordingly, in addition to all other rights and remedies
available to it, Company shall be entitled as a matter of right to
injunctive and other equitable relief in any court of competent
jurisdiction.
6. PIC understands that neither the Company nor any of its representatives or
advisors have made or make any representation r warranty as to the accuracy
or completeness of the Confidential Information. PIC agrees that neither
the Company nor its representatives or advisors shall have any liability to
PIC or any of its representatives or advisors resulting from the use of the
Confidential Information.
7. The rights and obligations set forth in the Agreement shall survive the
termination of this Agreement and discussions between Provider and Company
in any event.
8. NOTICES: Any notice required to be given pursuant to the terms and
provisions hereof shall be in writing and shall be sent by certified or
registered mail to PIC at:
and to Company at:
Aetna U.S. Healthcare, Inc.
Attn: Contracts Management
9. This agreement shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Pennsylvania. PIC and Company agree that any
action brought under this Agreement shall be exclusively brought in the
courts of the Commonwealth of Pennsylvania, Xxxxxxxxxx County, it being
acknowledged that Company maintains its headquarters in said county and
that this agreement will be executed by Company in said county. PIC
irrevocably consents to the personal jurisdiction of the courts of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the day and year above mentioned.
Partners in Care, Corp.
By: Xxxxxx Xxxxxx
----------------------
Title: CEO
-------------------
Date: 10/26/99
--------------------
Company
By:
---------------------
Title:
------------------
Date:
------------------
