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EXHIBIT 10.22
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
1. PARTIES
This Physician Practice Management Participation Agreement
("Agreement") is made and entered into by and between:
a. METCARE OF FLORIDA, INC. (hereinafter referred to as "PPM"), a
professional physician practice management organization licensed and/or
organized under the laws of the State of Florida and the principals of
said party, all of whom are listed on the attached Ownership Disclosure
Statement (Attachment A);AND
b. Humana Medical Plan, Inc., PCA Health Plans of Florida, Inc. and PCA
Family Health Plan, Inc. (health maintenance organizations) and Humana
Health Insurance Company of Florida, Inc. (a Florida insurance company)
and Humana Insurance Company, Employers Health Insurance Company and
PCA Life insurance Company (insurance companies) and their affiliates
who underwrite or administer health plans. All of said companies are
collectively referred to in this Agreement as "HUMANA". The joinder of
these companies under the designation "HUMANA" shall not be construed
as imposing joint responsibility or cross- guarantee between or among
HUMANA companies.
2. RELATIONSHIP
In performance of the duties and obligations of each of the parties to
this Agreement and in regard to any services rendered or performed by either
party for covered individuals designated by HUMANA (hereinafter referred to as
"Member3"), including but not limited to those individuals covered under
HUMANA's Commercial plans, Medicare HMO and POS plans, and other health care
bene ' fit plans, under designated HUMANA contracts, and to all individuals
covered under designated self-insured employer, employer trust, or other health
care benefit contracts whose claims are either administered by HUMANA or where
HUMANA administers the provider network for another third party payor issuing
and administering the contract, it mutually is understood and agreed that HUMANA
and PPM and their respective employees and agents are at all times acting and
performing as independent contractors and that neither party nor their
respective employees and agents, shall be considered the agent, servant,
employee of or joint venturer with the other party. Notice to, or consent from,
any third party, including a Member or other physician, shall not be required in
order to make any termination or modification of this Agreement effective. PPM
is contracting for itself, and as agent for and under authority granted to PPM
by each
*The Confidential Portion has been so omitted pursuant to a request for
confidential treatment and has been filed separately with the Commission.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
of its physicians ("PPM Physicians") employed by or under contract with PPM,
unless otherwise agreed to herein, the parties acknowledge and agree that
neither PPM nor HUMANA will be liable for the activities of the other nor the
agents and employees of the other, including but not limited to, any
liabilities, losses, damages, injunctions, suits, actions, fines, penalties,
claims or demands of any kind or nature by or on behalf of any person, party or
governmental authority arising out of or in connection with: (I) any failure to
perform any of the agreements, terms, covenants or conditions of this Agreement;
(II) any negligent act or omission or other misconduct; (III) the failure to
comply with any applicable laws, rules or regulations; or (IV) any accident
injury or damage to persons or property. PPM acknowledges and shall require PPM
Physicians to acknowledge that all patient care and related decisions are the
sole responsibility of the PPM Physicians and that HUMANA does not dictate or
control PPM Physicians' clinical decisions with respect to the medical care or
treatment of Members. Notwithstanding anything to the contrary herein, PPM on
behalf of itself and each of its PPM Physicians further agrees to and hereby
does indemnify, defend and hold harmless HUMANA from any and all claims,
judgments, costs, liabilities, damages and expenses, including reasonable
attorneys' fees, whatsoever, arising from any acts or omissions in the provision
of medical services by PPM and/or PPM Physicians under this Agreement. This
provision shall survive termination of this Agreement, regardless of the cause
giving rise to the termination.
3. NO THIRD PARTY BENEFICIARIES
With the exception of Article 27, the parties have not created and do
not intend to create by this Agreement any third party rights under
this Agreement, including but not limited to Members. The parties
acknowledge and agree that, with the exception of Article 27 of this
Agreement, there are no third party beneficiaries to this Agreement.
4. SCOPE OF THE AGREEMENT
4.1 This Agreement sets forth the rights, responsibilities, terms and
conditions governing: (I) PPM and PPM Physicians' status as a health
care provider contracted and credentialed by HUMANA to provide health
care services (hereinafter "Participating Providers") to Members in
certain health care networks established or managed by HUMANA and (II)
PPM Physicians' services to Members. This Agreement applies only to
those health care benefit contracts and to those Members designated by
HUMANA.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
4.2 Upon request, HUMANA agrees to provide PPM with a listing of all
other agreements under which PPM and PPM Physicians will be providing
services as required by this Agreement.
4.3 All rights and responsibilities arising in respect to Members shall
be applicable to only the company which issued the contract covering
the respective Members and may not be imposed or enforced upon any
other affiliated or related company. Further, with respect to
self-insured contracts, unless otherwise indicated, HUMANA's
responsibilities are limited to those of administration or claims
processing.
4.4 PPM represents and warrants that PPM and all PPM Physicians and
their respective members, independent contractors and employees will
abide by the terms and conditions of this Agreement, and PPM shall
obtain acknowledgment of such from each PPM Physician member,
independent contractor and employee required to be credentialed under
the terms of this Agreement.
4.5 The parties agree that nothing contained in this Agreement is
intended to interfere with or hinder communications between
physician(s) and Members regarding patient treatment.
5. SUBCONTRACTING PERFORMANCE
5.1 PPM shall provide directly, or through appropriate arrangement with
PPM Physicians and other providers of medical services, medical
services to Members. It is understood and agreed that said PPM shall
maintain written agreements with the PPM Physicians, and other licensed
providers of medical care where applicable, in a form comparable to,
and consistent with, the terms and conditions established in this
Agreement, and in a form approved by HUMANA. A sample copy of the
agreement between PPM and PPM Physicians in effect at the time of the
signing of this Agreement is attached in Attachment I. In the event of
a conflict between the language of the PPM Physician agreements and
this Agreement, the language in this Agreement shall control. PPM
agrees to notify HUMANA of any material change(s) to the aforementioned
agreements at least thirty (30) days prior to implementing such
change(s), during which period, HUMANA may object to the change(s).
HUMANA's notice of objection shall not preclude PPM's implementation of
such change(s), but PPM agrees that any such change(s) shall not be
contrary to, in violation of, or inconsistent with the terms of this
Agreement. In the event HUMANA notifies PPM of its objection, both
parties agree to make a good faith effort to resolve such dispute in a
timely manner.
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5.2 All PPM Physicians and other providers of medical services
providing services to HUMANA Members shall be subject to HUMANA's
credentialing process prior to receiving status as a HUMANA
Participating Provider.
5.3 PPM represents and warrants that it is authorized to negotiate
terms and conditions of physician agreements and further to execute
such agreements for and on behalf of PPM Physicians.
5.4 Upon request, PPM agrees to disclose to HUMANA w1thin a reasonable
time period not to exceed thirty (30) days, or such lesser period of
time required for HUMANA to comply with all applicable state and
federal laws, rules and regulations, from such request, all of the
terms and conditions of any payment arrangement that constitutes a
physician incentive plan as defined by Health Care Financing
Administration ("HCFA") and/or any state or federal law, between PPM
and PPM Physicians. Such disclosure shall be in the form of a
certification, or other form as required by HCFA, by PPM and shall
identify, at a minimum: (I) whether services not furnished by the PPM
Physician(s) are included; (II) the type of Incentive plan, including
the amount, identified as a percentage, of any withhold or bonus; (III)
the amount and type of any stop-loss coverage provided for or required
of the PPM Physicians and (IV) the PPM Physician(s) patient panel size,
broken down by total PPM Physicians panel and individual PPM Physician
panel size, by the type of insurance coverage (i.e. Commercial HMO,
Medicare HMO and Medicaid HMO).
5.5 PPM shall have, for the term of this Agreement, agreements with
licensed providers of medical services that: (I) shall be in writing
and on contract forms approved by HUMANA; and (II) shall include terms
and conditions which comply with all applicable requirements for
provider agreements under state and federal laws, rules and
regulations; and (III) shall appoint HUMANA as the PPM's authorized
agent for the payment of claims for Covered Services rendered to HUMANA
Members submitted by such licensed providers and (IV) shall contain
provisions for holding HUMANA harmless from and against any and all
disputes between such licensed providers and HUMANA concerning the
adjudication and the amount of the payment of the claims to the extent
HUMANA relies on PPM's adjudication of such claims submitted for
Covered Services rendered to HUMANA Members. In addition, from and
after the Effective Date hereof, agreements with independent contractor
PPM Physicians shall contain a provision to extend automatically at
HUMANA's election the terms of such agreements to HUMANA in the event
that this Agreement terminates for any reason for the lesser of the
remaining term of such agreements or one (1) year.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
5.6 In the event PPM acquires, through an asset acquisition, merger,
consolidation, lease or other means, or enters into a management
agreement to manage the practice of physician(s) or physician groups in
THE DAYTONA BEACH MARKET, and such practices or groups have in effect
an agreement with HUMANA to provide medical services to HUMANA Members
on a capitated, percentage of premium or other risk sharing basis at
rates which are more favorable to HUMANA than those contained herein,
the rates contained herein shall be adjusted to reflect a blended rate
by product weighted by the relative number of Members at the newly
acquired or managed practice(s); provided, however, such blended rate
shall in no event result in an increase in the total funding by HUMANA
to PPM hereunder regardless of whether the newly acquired practice's
reimbursement from HUMANA is more favorable or not.
5.7 In the event that a PPM Physician is a party to more than one
agreement with HUMANA for the provision of medical services to Members,
PPM or PPM Physician will be reimbursed for Covered Services by HUMANA
under the agreement selected by HUMANA. However, in the event that a
physician affiliated with PPM declines participation under this
Agreement prior to the execution of this Agreement, to the extent
physician is a party to another agreement with HUMANA, reimbursement
for the provision of Covered Services to Members shall be in accordance
with such other agreement between HUMANA and the physician.
6. LIQUIDATED DAMAGES
PPM acknowledges and shall require PPM Physicians to acknowledge that
HUMANA has invested and will invest substantial resources including
funds, time, effort and goodwill in building a roll of Medicare Members
to be treated by PPM Physicians. Therefore, PPM agrees that PPM and PPM
Physicians, or any of PPM or PPM Physicians' employees, principals or
financially related entities, shall not solicit, persuade, induce,
coerce or otherwise cause the disenrollment of any Medicare Member at
any time, directly or indirectly. If thirty-five (35) or more Medicare
Members assigned to an individual PPM Physician disenroll from HUMANA
due to PPM or PPM Physicians' directly or indirectly soliciting,
persuading, inducing, coercing or otherwise causing the disenrollment
of such Medicare Members to be treated by PPM or any of PPM Physicians
or PPM/PPM Physicians' employees, principals or other financially
related entity under some other prepaid health care benefit plan other
than HUMANA's, PPM shall pay HUMANA the amount of three thousand
dollars ($3,000.00) for each disenrolled Medicare Member who is treated
by PPM, or any of PPM Physicians, or PPM/PPM
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Physicians' employees, principals or any financially related entity.
PPM hereby agrees and shall require PPM Physicians hereby to agree that
this amount is not a penalty and constitutes liquidated damages in as
much as the actual damages are not and cannot be ascertained at the
time of the execution of this Agreement. PPM and PPM Physicians
understand that this liquidated damages clause does not apply to or
require payment from the Medicare Members under any circumstance.
HUMANA agrees with PPM and PPM Physicians that this paragraph shall not
be applicable in the case of any Medicare Member who disenrolls and Is
treated by a PPM Physician or anyone else on a non-prepaid and
non-capitated fee-for-service basis as a private patient. In addition,
Medicare Members who were patients prior to PPM Physician's
participation as a HUMANA Participating Provider, are excluded from
this provision, if the PPM and/or PPM Physician can furnish
documentation to HUMANA in the form of a list of his/her patients prior
to becoming a HUMANA Participating Provider. PPM and PPM Physicians
have the obligation to and agree to notify HUMANA immediately of the
name of any Medicare Member or former Medicare Member treated by a PPM
Physician or any other person covered by this provision. This paragraph
shall survive for twelve (12) months following the termination or
expiration of this Agreement regardless of the cause giving rise to
termination.
7. POLICIES AND PROCEDURES
7.1 PPM shall require PPM Physicians to agree to abide by all quality
assurance, quality improvement, accreditation, risk management,
utilization review, credentialing, recredentialing and other
administrative policies and procedures established and revised by
HUMANA from time to time, and such other administrative policies and
procedures as are set out in the Affiliated Provider Manual and/or the
Physician's Administration Manual ("Manual") and/or bulletins and
manuals that may be promulgated by HUMANA from time to time in order to
supplement the Manual, current copies of which hereby are acknowledged
as received. PPM shall be notified of any revisions to the policies and
procedures and they shall become binding upon PPM and PPM Physicians
thirty (30) days after HUMANA has notified PPM. Additionally, HUMANA
shall notify PPM of any other revisions to existing policies and
procedures, at which time of notice such revisions shall become binding
upon PPM and PPM Physicians. Any revisions affecting PPM and/or PPM
Physicians shall not be discriminatory and shall apply to all providers
similarly situated. PPM Physicians shall notify HUMANA's Pre-Admission
Certification department or designated personnel of any inpatient
admissions of HUMANA Members as required in the Manual. PPM
acknowledges and agrees that
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such notification shall be prior to the inpatient admission(s) of any
HUMANA Members not assigned to PPM Primary Care Physicians.
7.2 PPM further agrees, in accordance with the Letter of Agreement to
be signed by each PPM Physician, an example of which appears in
Attachment H, that PPM and HUMANA may share information, including but
not limited to credentialing, recredentialing, quality management and
utilization management information as related to the treatment of
Members. However, it expressly is understood that the information shall
not be shared with anyone other than HUMANA and PPM, unless required by
law or pursuant to prior written consent of the PPM Physician involved.
7.3 PPM acknowledges and agrees that a signed Letter of Agreement, (in
a form substantially similar to that form attached hereto as Attachment
H), for each PPM Physician participating under this Agreement shall be
provided to HUMANA prior to execution of this Agreement, and prior to
the provision of services to HUMANA Members for those PPM Physicians
who join PPM and are approved by HUMANA and agree to participate under
this Agreement and/or whose credentialing applications are approved
subsequent to execution of this Agreement. Notwithstanding the above,
PPM acknowledges and agrees that PPM shall sign the Letter of Agreement
on behalf of those PPM Physicians that are employed by PPM, and all
other PPM Physicians shall sign a Letter of Agreement on an individual
basis. PPM Physicians who do not execute such Letter of Agreement shall
not be entitled to participate under this Agreement and will not be
listed in HUMANA's provider directories.
7.4 All administrative services, including but not limited to
credentialing, recredentialing, utilization management, quality
assurance and fiscal services, shall be performed by HUMANA. However,
HUMANA in its sole discretion will discuss with PPM, PPM's provision of
such services at such time as PPM may demonstrate administrative or
information service capabilities acceptable to HUMANA.
8. CREDENTIALING
8.1 All PPM Physicians who will provide medical services to Members
hereunder are required to be credentialed, and shall be subject to the
credentialing process prior to receiving status as a HUMANA
Participating Provider.
8.2 Participation under this Agreement by PPM, and each of its PPM
Physicians, is subject to the satisfaction and maintenance, in HUMANA's
sole judgment, of all credentialing and recredentialing standards
established by HUMANA's credentialing
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and/or medical affairs departments and adopted under the policies and
procedures set out in the Manual and other rules and regulations
promulgated thereby. PPM and/or PPM Physicians shall provide HUMANA
with the information necessary to ensure compliance with this Article 8
at no additional expense to HUMANA and/or any vendor to whom HUMANA at
its sole discretion, may delegate the credentialing and/or
recredentialing process(es) to.
8.3 HUMANA reserves the right to approve new PPM Physicians and/or, as
applicable, other health care providers required to be credentialed, or
to terminate or suspend any PPM Physician or, other health care
providers required to be credentialed, who will be or is providing care
to HUMANA Members, who does not meet or fails to maintain HUMANA's
credentialing and/or recredentialing standards. HUMANA agrees to notify
PPM of its decision to terminate any PPM Physician or any other PPM
health care provider required to be credentialed under HUMANA standards
and, except in cases of immediate terminations, PPM shall have fourteen
(14) days from such notice to request reconsideration of such decision
by HUMANA's Medical Director. However, PPM acknowledges and agrees that
HUMANA shall have the final decision on the matter. PPM further
acknowledges and agrees and shall require PPM Physicians further to
acknowledge and agree that any limitation and/or suspension and/or
termination of his/her credentialing or recredentialing status by
HUMANA or any one or more of HUMANA's affiliates shall apply uniformly
to PPM Physician(s)' credentialing or recredentialing status with
HUMANA and all of its affiliates. In the event the limitation,
suspension and/or termination is for administrative reasons, HUMANA or
any of its affiliates may elect to reject the administrative action of
the acting HUMANA entity's determination.
9. LICENSURE/CERTIFICATION
9.1 PPM shall require PPM Physicians, and all employees of PPM and/or
PPM Physicians required to be so licensed or certified, to procure and
maintain for the term of this Agreement such licensure and/or
certification as is required under HUMANA's policies and procedures,
under the terms and conditions of this Agreement, in compliance with
the provisions in the Manual, and in accordance with all applicable
state and federal laws. PPM shall and/or shall require PPM Physicians
to notify HUMANA immediately of any changes in licensure or
certification status of PPM Physicians, and their employees as
applicable.
9.2 PPM represents and warrants that it has obtained and shall maintain
any and all licenses, certificates and/or approvals required under
Florida and/or federal laws, rules and regulations, for the performance
by PPM of its duties and obligations
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under this Agreement. Further, PPM shall maintain a valid Florida Third
Party Administrators License during the term of this Agreement, where
PPM is required to do so.
10. MEDICAL SERVICES TO BE PROVIDED
10.1 PPM on behalf of itself and PPM Physicians, desires to become a
Participating Provider under the terms of this Agreement and agrees to
provide and/or arrange. for health care services for Members, in
accordance with this Agreement and the applicable Member health
benefits contract (hereinafter "Covered Services"). PPM Physicians'
responsibilities for providing and/or arranging Covered Services to
Members at the locations listed in Attachment C are set forth in the
Attachment D. PPM shall provide HUMANA with at least sixty (60) days
prior written notice of any proposed changes in the locations or the
proposed closing by PPM or PPM Physician(s) of any practice listed in
Attachment C and any such change or closing shall be subject to
HUMANA's approval, which shall not unreasonably be withheld. Failure to
obtain HUMANA's prior approval may result, at HUMANA's sole and
complete discretion, in the termination of such PPM Physician(s) and/or
office sites from participation under this Agreement.
10.2 In the event PPM and/or PPM Physician(s) dispute what services are
covered under the applicable health care benefits plan contract, the
Medical Directors of HUMANA and PPM shall make reasonable efforts to
resolve such disputes. However, PPM agrees that HUMANA shall have sole
and final authority to interpret and determine what services and/or
benefits are covered under the applicable health care benefits
contract.
11. STANDARDS OF PROFESSIONAL PRACTICE
11.1 PPM agrees to require PPM Physicians to provide Members with
medical services which are within the normal scope of PPM Physicians'
medical practices. These services shall be made available to Members
without discrimination on the basis of health care benefit plan, source
of payment, sex, age, race, color, religion, national origin, health
status or other handicap, and in the same manner as provided to PPM
Physicians' other patients. PPM agrees to require that PPM Physicians
provide medical services to Members in accordance with the prevailing
practices and standards of the profession.
11.2 PPM understands and agrees and shall require PPM Physicians to
agree that HUMANA may deny payment(s) for medical services rendered to
Members
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which are, in the opinion of HUMANA, determined not to be medically
necessary. "Medically Necessary" (or "Medical Necessity") shall mean
services or supplies provided by a hospital, physician or other health
care provider, licensed by the appropriate state agency, or as
otherwise approved as required, to diagnose or treat a condition,
disease, ailment, sickness or bodily injury and which, in the opinion
of HUMANA, are: (I) consistent with the symptoms. diagnosis and
treatment of such condition, disease, ailment, sickness or bodily
injury; (II) appropriate with regard to standards of accepted medical
practice; (III) not primarily for the convenience of the patient or the
qualified hospital, physician or other health care provider; (IV) the
most appropriate and cost-effective supply, setting, or level of
service which safely can be provided to the patient and (V)
substantiated by the records and documentation maintained by the
provider of services. When applied to an inpatient, it further means
that the patient's symptoms or condition requires that the services or
supplies cannot safely be provided to the patient as an outpatient. Any
disputes regarding. Medical Necessity shall be handled in accordance
with Section 10.2 of this Agreement.
11.3 HUMANA may authorize payment for Medically Necessary Covered
Services for Members based on HUMANA's discretion and in accordance
with the applicable Member health care benefits contract. Such services
shall be paid for as if authorized by PPM and/or PPM Physicians and in
accordance with the applicable payment arrangements outlined herein. In
the event HUMANA so authorizes payment for Medically Necessary Covered
Services, HUMANA agrees to notify PPM concurrently of such
authorization.
12. USE OF PARTICIPATING PROVIDERS
12.1 Except in the case of a medical emergency, PPM shall require PPM
Physicians to admit, refer and cooperate with the transfer of Members
for Covered Services only to providers designated, specifically
approved or under contract with HUMANA.
12.2 In the event that a PPM Physician provides a Member non-covered
services or refers a Member to an out-of-network provider without
pre-authorization from HUMANA, PPM shall require PPM Physicians prior
to the provision of such non covered services or such out-of-network
referral, to inform the Member: (I) of the services to be provided or
referral to be made; (II) that HUMANA will not pay (or may pay a
reduced benefit in the case of HUMANA's point of service (POS) and/or
preferred provider organization (PPO) products) or be liable
financially for such non covered service or out-of-network referral and
(III) that Member will be responsible
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financially for non-covered service(s) and/or out-of-network(s)
referral that are requested by the Member. PPM acknowledges and agrees
and shall require PPM Physicians to acknowledge and agree that the
failure to inform Member(s) in accordance with this Section 12.2 may
result in the PPM's and/or PPM Physician's responsibility and financial
liability for the cost of such non-covered service(s) and/or
out-of-network referral incurred by HUMANA.
13. EQUAL ACCESS
PPM agrees and shall require PPM Physician(s) to agree to accept HUMANA
Members as patients within the normal scope of PPM Physicians' medical
practices. If for any reason, PPM Physician(s), individually and/or
collectively, close their practice(s), such closure will apply to all
prospective patients without discrimination or regard to payor or
source of payment for services. Should PPM Physician(s) subsequently
re-open their practices to new patients, PPM agrees and shall require
PPM Physician(s) to agree to accept HUMANA Members as patients are
accepted to the same extent non-HUMANA patients seeking PPM
Physician(s)' services. Notwithstanding the above, any such closure of
an PPM Physician(s)' practice to new patients is subject to the
limitation outlined in Section 10.1 and Attachment D of this Agreement.
14. PPM PHYSICIAN FACILITIES
PPM Physicians will establish and maintain regular business hours for
the provision of services to HUMANA Members. In establishing business
hours, PPM and PPM Physicians shall take into consideration the number
and type of Members assigned to and/or receiving services at the office
site. The business hours established by PPM and PPM Physicians are
noted in Attachment C of this Agreement. This does not relieve PPM
Physicians of their obligation to provide medical coverage for Members
twenty-four (24) hours a day, seven (7) days a week.
15. SOFTWARE USE
PPM and/or PPM Physicians may use certain software as may be identified
by HUMANA that is licensed to HUMANA and/or its subsidiaries, parent
and/or affiliates. Such use is conditioned upon PPM and PPM Physicians'
strict compliance with the HUMANA Security Guidelines, and upon use
solely as indicated by HUMANA, and treatment of the software as
confidential property of HUMANA's licensor and not subject to
disclosure to third parties without the prior written consent of
HUMANA. Such prohibition on disclosure shall not apply to disclosures
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to PPM's and/or PPM Physicians' employees provided the disclosure
reasonably is necessary to use the software, and provided PPM and PPM
Physicians take all reasonable steps to ensure the software is not
duplicated or disclosed to third parties. If PPM and/or PPM Physicians
become aware of an unauthorized use, duplication or disclosure, PPM
and/or PPM Physicians shall, provide full details to HUMANA promptly
and take all reasonable steps to prevent any such recurrence. Upon
request by HUMANA, PPM and/or PPM Physicians shall return to HUMANA all
copies of the software, purge all machine readable media relating to
such software and certify to HUMANA that the foregoing duties have been
performed. These obligations of confidentiality, non-disclosure, non.
reproduction and return of material shall survive any termination or
expiration of this Agreement.
16. PPM AND PPM PHYSICIANS INSURANCE
16.1 At all times, PPM will maintain and will require each PPM
Physician to maintain, at no expense to HUMANA, such policies of
comprehensive general liability, professional liability and workers'
compensation coverage, with such carriers and in such amounts as HUMANA
reasonably may approve, insuring PPM and each PPM Physician, their
officers, directors, members, employees, agents and subcontractors (as
applicable), against any claim or claims for damages arising as a
result of injury to property or person including death, occasioned
directly or indirectly, in connection with the performance of medical
services contemplated by this Agreement and/or the maintenance of PPM
and/or PPM Physicians' facilities and equipment. Prior to execution of
this Agreement, and at any time subsequently upon request, PPM and PPM
Physicians shall provide HUMANA with evidence of said coverage, of
which minimum professional liability coverage for PPM shall be five
million dollars ($5,000,000.00) and for each PPM Physician shall be one
million dollars ($1,000,000.00) per occurrence/three million * dollars
($3,000,000.00) in the aggregate, or such amount as required by state
law, whichever is greater. PPM shall provide and/or shall require PPM
Physicians to provide, or shall require the carrier(s) to provide,
HUMANA with ten (10) days prior written notice of any suspensions,
cancellations of, or modifications in the coverage. This clause shall
survive the expiration and/or termination of this Agreement, regardless
of the cause, for a period of time not less than the applicable Statute
of Limitations in this State.
16.2 PPM agrees to cooperate with HUMANA in assuring that any stop-loss
coverage required by law is made available. PPM agrees and shall
require PPM Physicians to agree that compensation received from HUMANA
shall be adjusted by the cost of any stop-loss coverage which HUMANA
may be required by law to provide.
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17. HUMANA INSURANCE
At all times, HUMANA will maintain such policies of comprehensive
general liability insurance and other insurance or self insurance, as
shall be necessary to insure HUMANA against any claim or claims for
damages arising in connection with the performance of HUMANA's
responsibilities under this Agreement. If requested by PPM, HUMANA
shall provide PPM evidence of such coverage upon execution of this
Agreement and thereafter at reasonable intervals as requested by PPM
during the term of this Agreement. This clause shall survive for a
period of time not less than the applicable Statute of Limitations in
this state.
18. MEDICAL RECORDS
18.1 PPM shall require PPM Physicians to prepare, maintain and retain
records relating to Members in such form and for such time periods as
required by applicable state and federal laws, licensing, accreditation
and reimbursement rules and regulations to which HUMANA is subject, and
in accordance with accepted medical practice and HUMANA standards.
HUMANA, pursuant to authorization of the Member signed at time of
enrollment during the application process, the sufficiency of which
hereby is acknowledged, or any federal or state regulatory agency, as
permitted by law, may obtain, copy and have access, upon reasonable
request, to any medical, administrative or financial record of PPM
and/or PPM Physicians related to Covered Services provided by PPM
Physicians to any HUMANA Member. Copies of such records shall be at no
additional cost to HUMANA or the Member.
18.2 Upon request from Humana or a Member, PPM agrees and shall require
PPM Physicians to agree to transfer the complete original or a complete
acceptable copy of the medical records of any Member to another
physician or provider for any reason, including termination of this
Agreement. The transfer of medical records shall be at no cost to
either HUMANA or the Member and shall be made within a reasonable time
following the request but in no event less than five (5) business days
except in cases of emergency. PPM agrees and shall require PPM
Physicians to agree that such: timely transfer of medical records is
necessary to ensure the continuity of care for Members. PPM agrees to
pay court costs and/or legal fees necessary for HUMANA to enforce the
terms of this provision.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
18.3 PPM, PPM Physicians and HUMANA agree to maintain the
confidentiality of information contained in the medical records of
Members.
18.4 This Article 18 shall survive termination of this Agreement,
regardless of the cause for such termination.
19. MALPRACTICE CLAIMS
PPM shall require PPM Physicians to notify HUMANA in writing within
forty-eight (48) hours or such lesser period of time as required by the
applicable statute of this State of any Member claim alleging
malpractice or the occurrence of any indent involving a Member which
may result in legal action.
20. GRIEVANCE AND APPEALS PROCESS
PPM agrees and shall require PPM Physicians to agree to cooperate and
participate with HUMANA in its grievance and appeals processes to
resolve disputes which may arise between HUMANA and PPM/PPM Physicians
and/or HUMANA and it Members. PPM shall comply and shall require PPM
Physicians to comply with all final determinations made through the
grievance and appeals processes.
21. USE OF PPM AND PPM PHYSICIANS' NAME
21.1 HUMANA shall have the right to include the following information
in any and all marketing and administrative materials it distributes:
PPM and PPM Physicians' names, telephone numbers, addresses, hours of
operation and types of practices or specialties, and the names of all
physicians and physician extenders providing care at PPM Physicians'
facilities. HUMANA shall provide PPM with copies of any such
administrative or marketing materials upon request.
21.2 Neither party shall advertise nor utilize any marketing materials,
logos, trade names, service marks or other materials belonging to the
other party without its prior written consent. Neither party shall
acquire any right or title in or to the marketing materials, logos,
trade names, service marks or other materials of the other.
21.3 PPM agrees and shall require PPM Physicians to agree to: (I) allow
HUMANA to place HUMANA signage and/or brochures, excluding any
applications, in PPM Physicians' offices; (II) mail an announcement of
PPM and PPM Physicians new affiliation with HUMANA to their patients;
(III) furnish HUMANA with a complete
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
list of the names and addresses of PPM's or PPM Physicians' patients in
the event PPM or PPM Physicians provide such patient list to another
payor and (IV) cooperate on a regular basis, to the extent permitted
under applicable state and federal laws, rules and regulations, in
joint marketing activities. PPM acknowledges and agrees and shall
require PPM Physicians to acknowledge and agree that any communications
between PPM and/or PPM Physicians and Medicare Members which describe
any HUMANA Medicare product in any way requires the prior written
approval of HUMANA and HCFA.
22. PAYMENT ARRANGEMENT
22.1 HUMANA shall pay PPM or PPM Physicians, as applicable, in
accordance with the PPM and PPM Physician Reimbursement described in
Attachment E. PPM shall collect or shall require PPM Physicians to
collect the payments owed by Members pursuant to their health benefits
contract, including but not limited to copayments, deductibles,
coinsurance and/or cost-share amounts (hereinafter referred to as
'Copayments")required directly from the Member, and shall not waive,
discount or rebate any such Copayment. The payment from HUMANA, plus
any Copayments due from Members, shall be accepted by PPM and at PPM's
direction by PPM Physicians as payment in full for all Covered
Services.
22.2 HUMANA shall have the right to conduct, or have conducted by a
third party, audits and evaluations from time to time of all billing
and financial records of PPM and/or PPM Physicians related to medical
services provided to HUMANA Members. PPM shall allow HUMANA or its
designee access to PPM's billing and financial records and those of PPM
Physicians to conduct the audits and evaluations.
22.3 Notwithstanding anything to the contrary identified herein, PPM or
PPM Physicians, as applicable, have the right to dispute reimbursement
of a claim for a period of up to six (6) months from the date such
claim was paid by HUMANA or the end of the final Accounting Period, as
defined in Attachment E of this Agreement, whichever is less. In the
event of such a dispute, the parties agree to work toward a mutually
agreeable resolution of such dispute. PPM shall provide at a minimum
the following information if the PPM or a PPM Physician contests the
payment of a claim as set out herein: Member name and identification
number, date of service, relationship of the Member-patient to the
Member who completed the application for health care benefits coverage
with HUMANA, claim number, name of the provider of medical services,
charge amount, payment amount, the allegedly correct payment amount,
difference between the amount paid and the allegedly correct payment
amount and a brief explanation of the basis for the contestation.
HUMANA
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
will review such contestation(s) and respond to PPM within sixty (60)
days of the date of receipt by HUMANA of such contestation. The parties
acknowledge and agree that HUMANA's decision on the matter will be
final. Failure to contest the amount of any claim paid hereunder within
the time specified above shall result in the waiver of PPM's and PPM
Physicians', where applicable, right to contest such claims amount
distributed.
22.4 PPM agrees and shall require PPM Physicians to agree to accept as
payment in full for Covered Services provided to Members not assigned
to a PPM Physician and who receive Covered Services from a PPM
Physician(s) the reimbursements outlined in Attachment E of the
Agreement. Further, in the event that Members assigned to PPM
Physicians receive services and/or treatment at another facility or
from another physician or health care provider, payment for such
services and/or treatment shall be in accordance with the contracted
rates with such other facility, physician or other health care
provider, to the extent such a contract exists between HUMANA and such
other facility, physician or other health care provider.
22.5 Further, PPM acknowledges and agrees and shall require PPM
Physicians to acknowledge and agree that HUMANA may deny payment of
medical services rendered to Members, which are determined not to be
Medically Necessary by HUMANA. PPM agrees and shall require PPM
Physicians to agree that in the event of a denial of payment for
services rendered to Members that are determined not to be Medically
Necessary, PPM shall not and shall require PPM Physicians to agree not
to xxxx, charge, seek payment or have any recourse against Members or
persons other than HUMANA acting on their behalf for medical services
provided pursuant to this Agreement.
23. BILLING/ENCOUNTER PROCEDURES
23.1 PPM shall and/or shall require PPM Physicians to prepare and
submit to HUMANA, according to billing procedures established by
HUMANA, billing and/or encounter information for Members who have
received Covered Services. PPM shall require PPM Physicians to use the
standard billing and encounter forms required or agreed to by HUMANA.
23.2 PPM shall require PPM Physicians and PPM affiliated health care
providers to submit all claims and encounters to HUMANA electronically
by means available and accepted as industry standards that are mutually
agreeable, which may include claims clearinghouses, or IMS-Medacom, or
other technology that is mutually
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
agreed upon by HUMANA and PPM, and in accordance with published HUMANA
claims policies, procedures and guidelines on the earlier of the
Effective Date of this Agreement or six (6) months following execution
of this Agreement. Should PPM and/or PPM. Physicians be unable to
submit claims electronically upon execution of this Agreement, PPM
and/or PPM Physicians shall make such arrangements as may be necessary,
at their sole expense, to do so within six (6) months from the date of
execution of this Agreement. For purposes of this Agreement, "claims"
shall be defined as notification to an insurance or managed health care
company that payment of an amount is due under the terms of this
Agreement and in accordance with the applicable Member health benefits
contract.
23.3 Should PPM and/or PPM Physicians fail to comply with the terms of
Section 23.2 above, HUMANA may, at its sole discretion pend payment of
monies to PPM and/or PPM Physicians until completed claims are
submitted electronically. In no event will HUMANA's Members be
responsible for monies in addition to those Copayments due under the
applicable Member health care benefits contract.
23.4 PPM agrees and shall require PPM Physicians to agree to submit all
fee-for service claims eligible for reimbursement as provided under
this Agreement within sixty (60) days from the date of service. HUMANA
may, at its sole discretion, deny payment for any such fee-for-service
claim(s) received after sixty (60) days from the date of service. PPM
acknowledges and agrees and shall require PPM Physicians to acknowledge
and agree that at no time shall HUMANA's Members be responsible for any
payments in addition to applicable Copayments for Covered Services
provided to such Members. In the event the penalty described herein is
effected, the Member's Copayment, if any, shall be adjusted
accordingly.
23.5 In the event that PPM or PPM Physician(s), as applicable, are
reimbursed for Covered Services on a capitated basis, and no claims for
services are submitted to HUMANA at the time of service, PPM agrees and
shall require PPM Physicians to agree to provide HUMANA accurate and
complete information ("Encounter Data") regarding the provision of
Covered Services for Members in a form mutually to be agreed upon by
both parties. Encounter Data shall include at a minimum Member
identification and demographic information, PPM and/or PPM Physician
tax identification number, date of service, all applicable CPT-4 and
ICD-9 codes, and where applicable billed charges.
23.6 PPM acknowledges and agrees, and shall require PPM Physicians to
acknowledge and agree, that such Encounter Data shall be provided to
HUMANA on a monthly basis on or before the last day of each month for
encounters occurring
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in the immediately preceding month. In the event PPM and/or PPM
Physicians fail to provide, or arrange for the provision of, the
Encounter Data by the date specified above, and upon HUMANA's notice to
PPM of such failure, PPM shall have thirty (30) days from the date of
said notice to develop a corrective action plan acceptable to HUMANA to
insure compliance with the timely submission of the Encounter Data. In
the event the corrective action plan is unacceptable to HUMANA, or the
plan fails to correct the problem within sixty (60) days of
implementation of the corrective action plan, HUMANA, at its sole
discretion, may: (I) withhold PPM's and/or PPM Physicians', as
applicable, subsequent payments or (II) pend such payments until such
Encounter Data is submitted to HUMANA in an acceptable form, or (111)
terminate this Agreement upon at least sixty (60) days written notice
to PPM.
23.7 PPM shall and shall require all PPM Physicians to use the most
current procedural technology (CPT) codes on all forms. PPM and/or PPM
Physicians will abide by all CPT code rules and guidelines that are
applicable (including inclusive procedure codes).
23.8 HUMANA will deduct from payments to PPM or PPM Physician(s), as
applicable, the cost of any non-covered service and Copayment amounts
required by the applicable HUMANA Member health benefits contract.
Amounts deducted for non-covered services and Copayments will be
determined on the basis of the applicable Member health benefits
contract.
24. OFF-SET
24.1 PPM shall be notified in writing by HUMANA of any monies PPM or
PPM Physician(s) may owe HUMANA, for any reason, and PPM shall have
thirty (30) days from receipt of such notification to refund monies
owed to HUMANA. If there is a dispute as to monies owed to HUMANA, PPM
shall provide a written response to HUMANA outlining the specific
nature of such dispute within such thirty (30) day notice period.
Notwithstanding the above, PPM authorizes and shall require PPM
Physician(s) to authorize HUMANA to deduct monies that otherwise may be
due and payable to HUMANA from any outstanding Monies that HUMANA, for
any reason, may owe to PPM or PPM Physician(s), as applicable.
24.2 PPM agrees that HUMANA may make retroactive adjustments to the
payment and funding arrangement(s) outlined in the enclosed attachments
for changes in enrollment and other business reasons including but not
limited to claims payment errors, data entry errors, capitation errors
and incorrectly submitted claims.
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25. PPM GUARANTEE
PPM shall provide Humana with a payment and performance bond
("Performance Bond") initially in the amount of two million dollars
($2,000,000.00) ("Performance Bond Amount"), a copy of which shall be
attached hereto and incorporated herein as Attachment J.
The Performance Bond Amount shall be reviewed quarterly and may be
adjusted with Humana's reasonable approval. In the event the
Performance Bond Amount is to be increased or decreased as a result of
the review described above, PPM shall cause to be issued a new or
amended Performance Bond to Humana for its written approval. The then
current Performance Bond shall not expire until such new or amended
Performance Bond is delivered to Humana and Humana has issued its
written approval. In the event that the amount of the Performance Bond
is not increased by PPM, Humana may immediately draw down the entire
amount, or balance thereof, of the Performance Bond. In addition, such
failure to increase the amount of the Performance Bond shall constitute
a default by PPM under this Agreement, and Humana may thereafter
terminate this Agreement effective upon the earlier of the expiration
date of the Performance Bond or thirty (30) days notice to PPM, and
hold all proceeds of the Performance Bond until completion of the final
settlement under the terms of this Agreement.
Each Performance Bond, and any payment instructions contained therein,
shall be In form and substance satisfactory to Humana and in Humana's
name, shall be issued for a definite term of not less than one (1)
year, shall be irrevocable without no less than ninety (90) days prior
written notice to HUMANA from the issuer, shall be issued by a company
acceptable to Humana, and shall be payable at sight and on demand after
the date of issue when accompanied by a written statement signed by an
authorized representative of Humana in the form described in the
Performance Bond.
In the event Humana has received from the issuer notice of non-renewal
or cancellation of the Performance Bond, PPM shall have seven (7)
business days to obtain a renewal or a replacement Performance Bond
issued in accordance with the terms hereof. In the event that a renewed
or replacement Performance Bond is not provided by PPM to Humana within
such time period, Humana may immediately draw down the entire amount,
or balance thereof, of the Performance Bond. In addition, such failure
to renew or replace the bond shall constitute a default by PPM under
this Agreement, and Humana may thereafter draw down on the bond in the
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
Performance Bond Amount, terminate this Agreement effective upon the
earlier of the expiration date of the Performance Bond or thirty (30)
days notice to PPM, and hold all proceeds of the bond drawn upon until
completion of the final settlement under the terms of this Agreement.
In the event Humana at any time request and receives payment under the
Performance Bond, PPM shall, within seven (7) business days of the
making of such payment by the issuer, replenish the bond drawn upon by
an amount equal to the amount of the payment. In the event that the
bond is not replenished or replaced in such amount within such time
period, Humana may immediately draw down the balance of the Performance
Bond. In addition, such failure to replenish the Performance Bond shall
constitute a default by PPM under this Agreement, and Humana may
thereafter draw down on the Performance Bond Amount, terminate this
Agreement effective upon the earlier of the expiration date of the
Performance Bond or thirty (30) days following the end of the seven (7)
business day period described above, and hold all proceeds of the bond
until completion of the final settlement under the terms of this
Agreement.
If at any time Humana reasonably determines based upon results of the
PPM's operations that the total financial deficits attributable to PPM
under this Agreement exceeds the Performance Bond Amount, Humana shall
give written notice to PPM of such deficits, together with its
calculations thereof, and PPM shall have ten (10) business days
following such notice to increase the Performance Bond Amount by an
amount equal to the amount of the deficit which is in excess of the
Performance Bond Amount. In the event PPM does not increase the
Performance Bond by such amount within the ten (10) business day period
described above, such failure shall constitute a default by PPM under
this Agreement, and Humana may draw upon the entire amount of the
Performance Bond and thereafter may terminate this Agreement effective
upon the earlier of the expiration date of the Performance Bond or upon
thirty (30) days written notice of termination to PPM, and hold all
proceeds of the Performance Bond until completion of the final
settlement under the terms of this Agreement.
Notwithstanding anything to the contrary in this Agreement, Humana may
upon written notice to PPM upon the failure of PPM to provide a
Performance Bond, or replacement or amendment thereof, or to replenish
a drawn upon Performance Bond, as required under this Agreement, and
without prejudice to any other rights of Humana stated herein, offset
any part or all of PPM's payments from Humana under the terms of this
Agreement up to the Performance Bond Amount.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
26. COORDINATION OF BENEFITS/RECOVERY RIGHTS
26.1 Payment for Covered Services provided to each Member are subject
to reimbursement, or subrogation with other benefits payable or paid to
or on behalf of the Member, and to HUMANA's rights of recovery in third
party liability situations. PPM agrees and/or shall require PPM
Physicians to agree to accept any HUMANA capitation or other payment
amounts due under this Agreement, plus any Copayments due from Member,
as payment in full for all Covered Services provided to Members, and
PPM hereby assigns and ' shall require PPM Physicians to assign to
HUMANA all PPM's and/or PPM Physicians' recovery, reimbursement or
subrogation rights along with other benefits that may be payable with
respect to a Member.
26.2 In cases where a Member has coverage, other than with HUMANA,
which requires or permits coordination of benefits from a third party
payor in addition to HUMANA, HUMANA will coordinate its benefits with
such other payor(s). HUMANA will pay the lesser of: (I) the amount due
under this Agreement; or (II) the amount due under this Agreement less
the amount payable or to be paid by the other payor(s) or (III) the
difference between allowed billed charges and the amount paid by the
other payor(s). In the event Medicare is the primary payor, HUMANA
shall pay PPM and/or PPM Physicians, as applicable, the amount of
deductible, coinsurance and/or other plan benefits which are not
covered services under Title XVIII of the Social Security Act, as
amended, subject to the benefit limits and rates of the applicable
health benefits contract In no event will HUMANA pay an amount which
when combined with payments from the other payor(s) exceeds the
contracted rate provided in this Agreement. HUMANA will in all cases
coordinate benefits payments in accordance with applicable statutes,
laws and regulations and in accordance with its health benefits
contracts.
26.3 PPM agrees to use and shall require PPM Physicians to agree to use
their best efforts to determine the availability of other benefits,
including third party liability, and to obtain any information or
documentation required by HUMANA to facilitate HUMANA's coordination of
such other benefits.
27. NO LIABILITY TO MEMBERS FOR CHARGES
27.1 PPM agrees and shall require PPM Physicians to agree that in no
event, including, but not limited to non-payment by HUMANA, HUMANA's
insolvency or breach of this Agreement, PPM and/or PPM Physicians shall
xxxx, charge, collect a deposit from, seek compensation, remuneration
or reimbursement from, or have
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
any recourse against Members of HUMANA or persons other than HUMANA
acting on their behalf for Covered Services provided pursuant to this
Agreement. This provision shall not prohibit collection from Member for
any non-covered service or Copayment amounts in accordance with the
terms of the applicable Member health benefits contract and with the
terms of this Agreement.
27.2 PPM agrees and shall require PPM Physicians to agree that in the
event of HUMANA's insolvency or other cessation of operations, benefits
to Members will continue for the periods for which premiums have been
paid and benefits to Members confined in an inpatient facility on the
date of insolvency or other cessation of operations will continue until
their discharge.
27.3 PPM further agrees, and shall require PPM Physicians to agree
that: (I) this provision shall survive the termination of this
Agreement regardless of the cause giving rise to termination and shall
be construed to be for the benefit of the Member, (II) this provision
supersedes any oral or written contrary Agreement now existing or
hereafter entered into between PPM Physicians, and Members or persons
acting on their behalf and (III) this provision shall apply to PPM
Physicians, and PPM shall obtain from such persons specific agreement
to this provision.
27.4 Any modification, addition or deletion to this Article 27 of the
Agreement shall not become effective until after the Commissioner of
Insurance has given HUMANA written notice of approval of such proposed
changes, or such changes are deemed approved in accordance with State
laws.
28. MORE FAVORABLE AGREEMENTS
If during the term of this Agreement, PPM enters into any contract or
other arrangement under which the PPM renders and/or provides for the
provision of medical services through its PPM Physicians at a discount,
differential or other allowance which is more favorable than the
payment method or rates set out in Attachment E, then the PPM shall
notify HUMANA immediately, in accordance with Article 44, and HUMANA
shall be entitled to such discount, differential or other allowance
effective as of the effective date of such other contract or
arrangement. This provision shall not apply to. medical services
provided under any government program.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
29. CONFLICT OF INTEREST
29.1 PPM hereby represents and warrants that except as disclosed in
Attachment G, PPM, including, all Principals of PPM, and PPM Physicians
do not have an interest, directly or indirectly, as a partner, officer,
member, director, including but not limited medical director,
shareholder of more than five percent (5%) of the entity's outstanding
shares, financial, business and/or medical advisor, employee or in any
other employed, managerial, advisory, fiscal, ownership or control
capacity, in any other health maintenance organization, prepaid health
plan or similar entity providing prepaid health services, and/or any
affiliated companies thereof, hereafter referred to as "Competitive
Plan".
29.2 PPM agrees that PPM has a continuing obligation to update any and
all information in Attachment G and to notify HUMANA immediately of any
changes herein.
30. ACCESS TO INFORMATION
30.1 Upon request, PPM agrees and shall require PPM Physicians to agree
that HUMANA, or its designee, shall have reasonable access and an
opportunity to thoroughly examine, during normal business hours, on at
least twenty-four (24) hours' advance notice, or such shorter notice as
may be imposed on HUMANA by a federal or state regulatory agency or
accreditation organization, the facilities, books, records and
operations of PPM, PPM Physicians or any related entity or
organization, as they apply to obligations of PPM and/or PPM Physicians
under this Agreement. Related entity or organization shall be defined
as: (I) having influence or ownership or control and (II) either a
financial relationship or a relationship for rendering of services. The
purpose of this clause is to permit HUMANA the right to assure
compliance by PPM and PPM Physicians of all financial, operational,
quality assurance, credentialing, as well as all other obligations of
PPM and PPM Physicians' under this Agreement and their continuing
ability to meet such obligations. PPM shall require PPM Physicians to
consent to such access as a condition of its agreement with PPM.
30.2 Failure to comply with any request for access, by HUMANA or its
agents, within seven (7) days of receipt of notification shall
constitute a material breach of this Agreement.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
31. NEW PRODUCTS/PAYMENT MECHANISM
During the term of this Agreement, HUMANA may develop/implement new
products and/or payment mechanisms, from time to time. Should HUMANA
elect to offer PPM such new product and/or payment mechanism, PPM shall
be provided with thirty (30) days' written notice prior to the
implementation of such new products or payment mechanisms. If PPM does
not object to the implementation of such new product or payment
mechanism within such thirty (30) day notice period, PPM shall be
deemed to have accepted the new product or payment mechanism. In the
event PPM objects to any such new product or payment mechanism, the
parties Shall confer in good faith to reach agreement. If such
agreement cannot be reached, such new product and/or payment mechanism
shall not apply to this Agreement, and HUMANA may, at its sole
discretion, terminate this Agreement upon ninety (90) days written
notice to PPM. Further, in the event that such agreement is not
reached, and HUMANA elects to continue this Agreement, PPM agrees to
waive any non-compete or exclusivity arrangement between PPM and its
independent contractor PPM Physicians, and that HUMANA, at its sole
discretion, may negotiate contracts with the independent contractor PPM
Physicians directly for such new product(s) or payment mechanism(s)
upon fourteen (14) calendar days notice to PPM.
32. ASSIGNMENT AND DELEGATION
32.1 This Agreement is entered into to secure the services of PPM and
PPM Physicians. Accordingly, any assignment by PPM and/or PPM
Physicians of their interest under this Agreement shall require the
prior written consent of HUMANA, which consent may be granted or denied
in HUMANA's sole and complete discretion. As used in this paragraph,
the term "assignment" shall also include a change of control in PPM
and/or PPM Physician(s) by merger, consolidation, transfer or the sale
of thirty-three percent (33%) or more stock or other ownership interest
in PPM and/or PPM Physician(s). Any attempt by PPM and/or PPM
Physician(s) to assign their interest under this Agreement without
complying with the terms of this paragraph shall be void and of no
effect, and HUMANA, at its option, may elect to terminate this
Agreement without any further liability or obligation to PPM and/or PPM
Physician(s). HUMANA may assign this Agreement in whole or in part to
any purchaser of all or a substantial portion of the book of business
in respect of which this Agreement is executed or to any affiliate of
HUMANA, provided that the assignee agrees to assume HUMANA's
obligations under this Agreement.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
32.2 Should HUMANA consent to an assignment or delegation of all or any
portion of PPM or PPM Physicians obligations under this Agreement, the
assignee, as a condition precedent to HUMANA's consent to assignment,
shall comply with all the terms and conditions of this Agreement
through the term of this Agreement in force at the time of the proposed
assignment plus one (1) additional year.
33. TERM AND TERMINATION OF AGREEMENT
This Agreement shall be effective only if and when HUMANA separately
has notified PPM of its acceptance of PPM Physicians' applications. The
term of this Agreement and provisions for its termination are outlined
in Attachment F.
34. COMPLIANCE WITH REGULATORY REQUIREMENT
34.1 PPM acknowledges, understands and agrees that this Agreement is
subject to the review and approval of federal and applicable state
regulatory agencies. Any modification of this Agreement requested by
the agency(ies) shall be incorporated as provided in Article 35 of this
Agreement.
34.2 PPM Physicians shall be bound by and comply with the provisions of
applicable state and federal laws, rules and regulations. HUMANA may
terminate this Agreement immediately as to any individual PPM
Physician, in the event that a PPM Physician violates any of the
provisions of applicable state and federal laws, rules and regulations
or commits any act or engages in any conduct for which his/her medical
license is revoked or suspended, or otherwise is restricted by any
state licensing or certification agency by which the PPM Physician is
licensed, or is otherwise disciplined by such agency, department or any
professional organization of physicians.
34.3 PPM agrees to be bound by and. comply with the provisions of
applicable state and federal laws, rules and regulations. If PPM
violates any of the provisions of applicable state and federal laws,
rules or regulations or commits any act or engages in any conduct
prohibited by any state licensing or certification agency HUMANA may
terminate this Agreement immediately.
35. SEVERABILITY
If any part of this Agreement should be determined to be invalid,
unenforceable, or contrary to law or professional ethics, that part
shall be reformed, if possible, to
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
conform to law and ethics, and N reformation is not possible, that part
shall be deleted, and the other parts of this Agreement shall remain
fully effective.
36. NOTIFICATION OF IMPAIRMENT
36.1 PPM shall notify HUMANA, and shall require PPM Physicians to
notify HUMANA immediately at any time if PPM and/or PPM Physician(s):
(I) makes a general assignment for the benefit of its creditors; (II)
becomes unable to pay its debts when due; (III) files a petition in
bankruptcy, whether voluntary or involuntary and/or (IV) otherwise is
impaired financially and is unable to perform its duties hereunder.
36.2 HUMANA shall notify PPM immediately at any time if HUMANA: (I)
makes an assignment for the benefit of its creditors; (Ii) becomes
unable to pay its debts when due; (III) files a petition in bankruptcy,
whether voluntary or Involuntary and/or (IV) is otherwise impaired
financially and is unable to perform its duties hereunder.
37. RIGHT TO CONTRACT
37.1 PPM agrees that HUMANA shall be entitled to enter into contract
negotiations with PPM Physicians and that PPM Physicians shall be
entitled to enter into contracts with HUMANA for the direct provision
of services to Members, and that PPM hereby agrees that any covenant
not to compete or exclusivity arrangement between PPM and PPM
Physicians as it relates to HUMANA, is waived: (I) at the election of
PPM Physician; or (II) upon dissolution of PPM; or (III) in the event
of notice of termination of this Agreement.
37.2 Further, PPM agrees that HUMANA may enter into contract
negotiations with PPM Physicians at any time for the provision of
medical services to HUMANA Members not covered under this Agreement.
37.3 Notwithstanding anything to the contrary outlined above, this
Article 37 shall apply to PPM Physicians directly employed or whose
practices are owned by PPM only in the event such PPM Physician(s)
terminate their employment with PPM regardless of the cause giving rise
to such termination.
38. INFORMATION
Subject to applicable legal limitations, PPM and HUMANA mutually agree
to share information necessary for the parties to meet their
obligations under this Agreement,
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
including but not limited to financial arrangements the parties may
have with other health care providers and claims data regarding the
provision of services to HUMANA Members covered under this Agreement.
The parties agree that any such information shared shall be held in
strict confidence and shall not be disclosed to any third party without
the express written consent of the other party, except in response to a
valid court order or when disclosure is required by a government
agency.
39. NON-COMPETE
39.1 During the term of this Agreement and for the one (1) year period
following termination of this Agreement, regardless of the cause giving
rise to such termination, PPM agrees and shall require PPM Physicians
to agree that it is in their respective legitimate business interests
to enter into the following restrictive covenants, such interests being
the preservation and fostering of goodwill and the substantial business
and other relationships the parties have with their respective Members,
customers, providers, patients and others. Therefore, the parties agree
to the following:
39.1.1 PPM agrees and shall require PPM Physicians to agree not to,
directly or indirectly: (I) engage in any activities which are in
competition with HUMANA's comprehensive health insurance, health
maintenance organization or comprehensive benefits plans business,
including but not limited to obtaining a license to become a managed
health care plan offering HMO or POS products; or (II) acquire, manage,
establish or otherwise have any direct or indirect interest in any
provider sponsored organization or network (such organization or
network commonly and hereinafter referred to as a "PSN"), as now or in
the future defined or authorized by HCFA or any other federal or state
agency or enabling legislation or regulation, for the purpose of
administering, developing, implementing or selling Medicare, Medicaid
or other government sponsored heath insurance or benefit plans; or
(III) contract or affiliate with another party which is a licensed
managed care organization, where such affiliation or contract is for
the purpose of offering and sponsoring HMO or POS products, and where
PPM and/or PPM Physicians obtain an ownership interest in the HMO or
POS managed health care product to be marketed and (IV) not to enter
into agreements with other managed care entities and/or insurance
companies and/or provider sponsored networks/organizations for the
provision of health care services to Medicare HMO, Medicare POS and/or
other Medicare replacement patients, at the same office sites where
services are to be provided to HUMANA Members and as listed in
Attachment C of this Agreement or at other office sites within a five
(5) mile radius of said office sites listed in
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
Attachment C. Notwithstanding the above, should PPM offer and/or
contract or affiliate with another party for the purpose of sponsoring
HMO or POS managed health care products at any of Its locations,
HUMANA, at Its sale discretion, may terminate this Agreement upon
ninety (90) days notice to PPM.
40. PATIENT SELF DETERMINATION ACT
The PPM and PPM Physicians acknowledge and agree to comply with the
laws of Florida respecting advance directives as defined in the Patient
Self Determination Act (P.L. 101-508). An advance directive, being for
example a living will or a durable power of attorney in which an
individual makes decisions concerning his/her medical care, including
the right to accept or refuse medical or surgical treatment.
41. RIGHT TO INJUNCTION
In the event of an actual or threatened breach of this Agreement,
HUMANA shall be entitled to an injunction enforcing this Agreement in
addition to all other remedies available at law.
42. GOVERNING LAW
42.1 This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida. In the event of a conflict
between the terms of this Agreement and the terms of any PPM and/or PPM
Physician agreement, the terms of this Agreement shall control.
42.2 Further, PPM acknowledges and agrees and shall require PPM
Physicians to acknowledge and agree that in the event of any conflict
between PPM subcontracts with PPM Physicians and state and federal
laws, rules and regulations to which HUMANA is subject, such state and
federal laws, rules and regulations shall control.
43. WAIVER
Waiver, whether expressed or implied, of any breach of any provision of
this Agreement shall not be deemed to be a waiver of any other
provision or a waiver of any subsequent or continuing breach of the
same provision. In addition, waiver of one of the remedies available to
either party in the event of a default or breach of this Agreement by
the other party, shall not at any time be deemed a waiver of
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
a party's right to elect such remedy(ies) at any subsequent time if a
condition of default continues or recurs.
44. NOTICES
Any notices, requests, demands or other communications, except notices
of changes in policies and procedures pursuant to Article 7, required
or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given: (I) on the date of personal
delivery or (II) provided such notice, request, demand or other
communication is received by the party to which it is addressed in the
ordinary course of delivery: (1) on the third day following deposit in
the United States mail, postage prepaid, by certified mail, return
receipt requested, (ii) on the date of transmission by telegram, cable,
telex or facsimile transmission or (iii) on the date following delivery
to a nationally recognized overnight courier service, each addressed to
the other party at the address set forth below their respective
signatures to this Agreement, or to such other person or entity as
either party shall designate by written notice to the other in
accordance herewith. Unless a notice specifically limits its scope,
notice to any one party included In the term "HUMANA" or "PPM" shall
constitute notice to all parties included in the respective terms.
45. CONFIDENTIALITY
PPM agrees to maintain in strict confidence the contents of this
Agreement and any information regarding any dispute arising out of this
Agreement, and agree not to disclose the contents of this Agreement or
information regarding any dispute arising out of this Agreement to any
third party without the express written consent of HUMANA, except
pursuant to a valid court order, or when disclosure is required by a
governmental agency. Notwithstanding anything to the contrary herein,
the parties acknowledge and agree that PPM Physicians may discuss the
reimbursement methodology included herein with Members requesting such
information.
46. COUNTERPARTS AND HEADINGS
46.1 This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and all of which together
constitute one and the same instrument.
46.2 The headings in this Agreement are for reference purposes only and
shall not constitute a part hereof.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
47. INCORPORATION OF ATTACHMENTS
Attachments X, X, X, X, X, X, X, X, X, X and K are incorporated herein
by reference and made a part of this Agreement.
48. FORCE MAJEURE
No party to this Agreement shall be deemed to breach its obligations
under this Agreement if that party's failure to perform under the terms
of this Agreement is due to any act of God, riot, war or natural
disaster.
49. ENTIRE AGREEMENT
This Agreement, including the Cover Sheet, Manual, the Attachments and
Amendments hereto and the documents incorporated herein, constitutes
the entire agreement between HUMANA and PPM with respect to the subject
matter hereof, and it supersedes any other agreement, oral or written,
between HUMANA and PPM.
50. MODIFICATION OF THIS AGREEMENT
PPM acknowledges and agrees and shall require PPM Physicians to
acknowledge and agree that this Agreement may be amended or modified in
writing as mutually agreed upon by the parties. In addition, HUMANA may
modify or amend this Agreement upon thirty (30) days written notice to
PPM and, if applicable, the compensation rates identified herein shall
be adjusted accordingly. Failure of PPM to object to such modification
during the thirty (30) day notice period shall constitute acceptance of
such modification. If PPM objects to such modification or amendment,
notwithstanding any provision in this Agreement to the contrary, HUMANA
may terminate this Agreement upon ninety (90) days written notice to
PPM.
IN WITNESS WHEREOF, the parties have the authority necessary to bind the
entities identified herein and have executed this Agreement to be effective as
of this 1st day of January, 2000, thereafter known as "Effective Date". It is
provided, however, that
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
HUMANA's execution of this Agreement shall not constitute the acceptance
required to make this Agreement effective pursuant to Article 8.
HUMANA PPM
By:____________________________ By:______________________________
Print Name:____________________ Print Name:______________________
Title:_________________________ Title:___________________________
Date:__________________________ Date:____________________________
Address for Notice: Address for Notice:
Humana, Inc. MetCare of Florida, Inc.
000 Xxxx Xxxxxxx Xxxx. 0000 Xxxx Xxxxxx Xx., #000
Xxxxxx Xxxxx, XX 00000 Xxxx Xxxxx, XX 00000
COPY TO:
Humana Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Att.: Law Department
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
LIST OF ATTACHMENTS
A. Ownership Disclosure Form
B. PPM Product Participation List
C. List of PPM Physician Locations
D. PPM Physician Responsibilities
E. PPM and PPM Physician Reimbursement
F. Term and Termination of Agreement
G. Conflict of Interest Disclosure Form
H. Copy of Sample PPM Physician Letter of Agreement
I. Sample Copy of Existing Agreement between PPM and PPM Physicians
J. PPM Guarantee
K. Shared Delegation of Utilization Management
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT A
OWNERSHIP DISCLOSURE FORM
PPM
METCARE OF FLORIDA, INC.
-------------------------------------------------------------------------------
(Must be identical to the name shown on the Cover Sheet)
STATUS: ____ Sole Proprietorship
____ Professional Association
____ Partnership or Limited Liability Company
____ Corporation
List names and addresses of all Principals and indicate percent ownership, if
applicable, ("Principal" means any shareholder, officer, director, partner,
joint venturer or anyone else having an ownership in or managerial control over
PPM. Attach additional sheets if necessary).
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT B
PPM PRODUCT PARTICIPATION LIST
PPM and PPM Physicians agree to participate in all of the following health care
benefit plans and agree to accept the terms and conditions set forth in this
Agreement as they apply to such health care benefit plans.
HEALTH CARE BENEFIT PLAN
Commercial HMO Plans
Commercial POS Plans
Commercial Freedom Plans
Commercial Freedom Plus Plans
Medicare HMO Plans
Medicare POS Plans
Humana Family Medicaid Plans
Commercial PPO Plans (Not Applicable)
Medicare Supplement/Select Plans (Not Applicable)
Other Medicare Plans (Not Applicable)
ASO Plans (Not Applicable)
Indemnity Plans (Not Applicable)
CHAMPUS TRICARE Plans (Not Applicable)
Workers' Compensation Plans (Not Applicable)
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT C
LIST OF PPM PHYSICIAN LOCATIONS
(To be provided by PPM)
The following is a list of the PPM Physicians, and any Physician Extenders as
applicable, including address, phone number, tax identification numbers, contact
person, area of specialty and office hours, and area hospitals where PPM
Physician(s) have admitting privileges and the corresponding hospital privilege
category, who will be providing services to HUMANA Members' under this
Agreement.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT D
PPM PHYSICIAN RESPONSIBILITIES
A: COVERED SERVICES
For Members under health benefit plans offered, underwritten or administered by
HUMANA, PPM Physicians shall provide all available medical services according to
their medical practice, including but not limited to emergency care, offered by
PPM Physicians to Members. PPM or PPM Physicians, as applicable, shall be
compensated for the provision of Covered Services as specified in Attachment E
of this Agreement.
PPM shall require PPM Physicians to be responsible twenty-four (24) hours a day,
seven (7) days a week for providing or arranging for all Covered Services for
Members, including but not limited to prescribing, directing and authorizing all
urgent and emergency care for Members.
PPM shall provide and/or shall require PPM Physicians to provide to HUMANA upon
request a written description of PPM Physicians' arrangements for emergency and
urgent care and service coverage in the event of PPM Physician unavailability
due to vacation, illness or after hours. PPM shall ensure that all physicians
providing coverage are contracted and credentialed physicians with HUMANA. PPM
will ensure that all physicians providing coverage render services under the
same terms and conditions and in compliance with all provisions of this
Agreement. Compensation to physicians for "on call" coverage will be the
responsibility of PPM.
in the event that emergency and urgent care services are needed by Member
outside the service area, PPM shall require PPM Physicians to monitor and
authorize the out-of-area care and to provide direct care as soon as the Member
is able to return to the service area for treatment without medically harmful or
injurious consequences.
In the event that this Agreement is terminated for whatever reason, PPM shall
require PPM Physicians to continue Member(s)' course of treatment, including but
not limited to medication therapy, until the Member(s) has been evaluated by a
new Participating Provider and the new Participating Provider has had a
reasonable opportunity to review or modify Member(s)' course of treatment.
Covered Services shall include but not be limited necessarily to: medical and
surgical services, including anesthesia; diagnostic tests and procedures that
are a part of treatment; other services ordinarily furnished in the physician
office, such as x-rays ordered
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT D (con't)
as part of treatment; services of the physician's office nurse(s); drugs and
biologicals that cannot be self-administered; transfusions of blood and blood
components and medical supplies. The applicable Commercial Member's health
benefits contract shall be the document looked to for the description and
definition of Covered Services for Commercial HMO Members, and the Medicare HMO
Member's Handbook shall be the document looked to for the description and
definition of Covered Services for Medicare HMO Members. Should HUMANA offer
supplemental benefits not covered in the Medicare Member Handbook, HUMANA agrees
to provide documentation to PPM of such supplemental benefits.
Additionally, PPM shall require each individual PPM Physician to agree that in
the event this Agreement is terminated, or PPM is determined invalid under any
applicable state or federal law, either through governmental edict or judgement
in a court of law, or in the event that PPM is dissolved for whatever reason,
PPM Physicians shall continue to provide medical services under the terms and
conditions of this Agreement and HUMANA agrees to continue to pay PPM Physicians
in accordance with the payment arrangements stated in Attachment E of this
Agreement, for a period of sixty (60) days after notice, during which time a new
physician agreement may be negotiated between HUMANA and the individual PPM
Physicians.
B: PANELS
PPM shall ensure that the appointment availability standards set forth in the
Manual are met by PPM Physicians. PPM further agrees that these standards may be
changed from time to time by HUMANA. In the event of such change, HUMANA agrees
to provide PPM with thirty (30) days written notice of such change.
PPM shall ensure that a sufficient number of PPM Physicians, both primary and
specialist Physicians, are available to provide coverage to meet the above
outlined appointment availability standards and as required by HUMANA. PPM
acknowledges and agrees that all such PPM Physicians shall agree to abide by all
of the terms and conditions, of this Agreement.
C: PHYSICIAN EXTENDERS
PPM agrees and shall require PPM Physicians to agree that in the event that PPM
and/or any PPM PHYSICIAN employs or subcontracts or utilizes the services of a
physician
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT D (con't)
extender, meaning a physician assistant, advanced registered nurse practitioner,
or certified nurse midwife, who will be providing services to HUMANA
Members under the supervision of PPM Physicians, PPM shall and/or shall require
PPM Physicians to notify HUMANA in writing, upon execution of this Agreement and
at any time during the term of this Agreement when such physician extenders are
employed or subcontracted with PPM and/or PPM Physicians, and the specific
services that such physician extenders will be performing, prior to the
provision of services to any HUMANA Member.
Further, PPM agrees and shall require PPM Physicians to agree that PPM and/or
PPM Physicians, as applicable, shall ensure that such physician extenders obtain
and maintain for the term of this Agreement adequate professional liability
insurance coverage and all applicable licensure and certification required by
law or HUMANA. PPM shall and/or shall require PPM Physicians to provide evidence
of such insurance coverage prior to execution of this Agreement and upon request
at any time. during the term of this Agreement.
PPM acknowledges and agrees that HUMANA retains the right to approve, suspend
and/or terminate participation under this Agreement of any physician extender
who will be providing services to HUMANA Members.
D: SPECIFIC REFERRALS
PPM acknowledges and agrees and shall require PPM Physicians to acknowledge and
agree that certain referrals are required to be made to specific providers
designated by HUMANA. The cost for such specific referrals shall be expensed
against the appropriate fund as described in Attachment E. These specific
referral providers include but are not limited to:
SERVICES VENDOR ENTITY
-------- -------------
Laboratory Not Applicable
Mental Health Magellan
Vision Xxxx Managed Vision
Dental T.D.C.
Chiropractic DPSC
Podiatry CD Health Services
Pharmacy Participating Pharmacies as well as
their own, or Contracted Pharmacy
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39
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT D (con't)
PPM further acknowledges. and agrees that such specific providers may be changed
or added to upon written notice by HUMANA to PPM.
E: DISEASE MANAGEMENT PROGRAMS
PPM agrees and shall require PPM Physicians to agree to participate in HUMANA's
Disease/Case Management and Transplant Management Programs as they are developed
and implemented. The cost of such programs shall be expensed against the Part B
Funds.
F: HUMANA FIRST
PPM agrees and shall require PPM Physicians to agree to participate in HUMANA's
twenty-four (24) hour nurse call program - HumanaFirst. The cost for this
program will be expensed against the Part B Funds.
G: HUMANA HIMS PROGRAMS
PPM agrees and shall require PPM Physicians to agree to participate in HUMANA's
Hospital Inpatient Management Systems ("HIMS") programs as they are developed
and implemented. The cost for such programs shall be expensed against the Part B
Funds.
H: HEALTH IMPROVEMENT STUDIES
PPM agrees and shall require PPM Physicians to agree to participate in HUMANA's
health improvement studies as they are developed and implemented.'
I. QUALITY IMPROVEMENT ACTIVITIES
PPM agrees and shall require PPM Physicians to agree to cooperate with HUMANA's
quality improvement activities and upon request by HUMANA to participate in
HUMANA's quality improvement activities as they are developed and implemented.
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40
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT D (con't)
J: SERVICES TO BE PROVIDED TO MEMBERS ASSIGNED TO PPM PRIMARY
CARE PHYSICIANS
PPM agrees to require PPM Primary Ca re Physicians to provide or arrange for
Covered Services to Members who have selected and then been assigned to PPM
Primary Care Physicians. PPM will require PPM Primary Care Physicians to accept
new Members who are assigned to PPM Physicians without discrimination or
screening of such Members based on their health status. PPM further agrees to
require PPM Primary Care Physicians to agree not to close their practices to new
Members until such time as PPM and/or PPM Primary Care Physician has reasonably
demonstrated to HUMANA, that PPM Primary Care Physician has no additional
capacity for new Members. PPM and PPM Primary Care Physician acknowledge and
agree that any closure of an PPM Physician's practice to new patents shall be
subject to the terms and conditions of Article 13 of this Agreement.
PPM SHALL REQUIRE PPM PRIMARY CARE PHYSICIANS TO PROVIDE PRIMARY CARE SERVICES,
INCLUDING BUT NOT LIMITED TO THOSE OUTLINED BELOW, TO MEMBERS.
Routine office visits (including after hours office visits which can be
arranged with other PPM Physicians and with HUMANA's approval) and
related services of PPM Physicians and other PPM Providers rendered in
the PPM Primary Care Physicians, office, including evaluation,
diagnosis and treatment of illness and injury.
Visits and examinations, including consultation time and personal
attendance with the patient, during confinement in a hospital, skilled
nursing facility or extended care facility.
Pediatric and adult immunizations and TB skin testing in accordance
with accepted medical practice.
Administration of injections, including injectibles for which a
separate charge is not routinely made.
Initial care at birth and well-child care for pediatric Members.
Periodic health appraisal examinations including all routine test
performed in PPM Primary Care Physician(s)' office.
Eye and ear screening for children through age seventeen (17) to
determine the need for vision or hearing correction.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT D (con't)
The routine diagnostic laboratory tests under primary care
responsibilities shall include but not be limited to: Urinalysis, Serum
Glucose, CBC (or any portion thereof), Occult Blood, Gram Stains and
Pregnancy Tests.
Miscellaneous supplies related to treatment in PPM Primary Care
Physician's office, including gauze, tape, band-aids and other routine
medical supplies.
Patient health education services and referrals as appropriate,
including informational and personal health patterns, appropriate use
of health care services, family planning, adoption and other
educational and referral services, but not the cost of such referral
services.
Telephone consultations with other physicians and Members.
Other Primary Care services as defined normal practice for primary care
physicians, including but not limited to all diagnostic laboratory,
electro diagnostic or radiology services ("Diagnostic Services")
provided by PPM Primary Care Physicians.
K: SERVICES TO BE PROVIDED BY PPM SPECIALIST PHYSICIANS
For Members under health benefit or health contracts offered, underwritten or
administered by HUMANA, PPM Physicians shall provide all available medical
services according to their medical specialty practice, including but not
limited to emergency care, offered by PPM Physicians to Members without
discrimination or screening of such Members based on health status. PPM or PPM
Physicians, as applicable, shall be compensated for the provision of Covered
Services as specified in Attachment E of this Agreement.
L: SERVICES TO BE PROVIDED TO MEMBERS NOT ASSIGNED TO PPM
PRIMARY CARE PHYSICIANS
For Members under health benefit or health care contracts offered, underwritten
or administered by HUMANA where Members are not assigned to a primary care
provider, PPM shall require PPM Physicians to agree to provide all available
medical services, including but not limited to emergency care, offered by PPM
Physicians to such Members without discrimination or screening of such Members
based on health status. PPM or PPM Physicians, as applicable, shall be
compensated for the provision of Covered Services as specified in Attachment E
of this Agreement.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT E
PPM AND PPM PHYSICIAN REIMBURSEMENT
I: PAYMENT FOR MEMBERS ASSIGNED TO PPM PRIMARY CARE PHYSICIANS
A: PAYMENT AND FUNDING ARRANGEMENTS
HUMANA agrees to pay PPM or PPM Physician(s) for Covered Services provided to
Members who have been assigned to PPM Primary Care Physicians according to the
payment arrangement set forth below. PPM agrees and shall require PPM Physicians
to agree that the payment arrangements and rates set out in below and as further
identified below shall apply for Covered Services rendered to HUMANA Members.
The following table sets out the risk shared between HUMANA and PPM of any
surplus/deficit in the Funds.
TABLE E-1
Payment Part A Part 8
Allocated Fund Split Fund Split
To PPM* PPM/HUMANA* PPM/HUMANA
--------- ---------- ----------
PRODUCT
Medicare HMO * of the average Medicare HMO
premium based on the income HUMANA * *
collects from HCFA.
Medicare POS * of the average Medicare HMO
premium based on the income HUMANA * *
collects from HCFA.
Commercial HMO Commercial cap tables, based on a * *
market average of $* PMPM.
Commercial POS Commercial cap tables, based on a * *
market average of $* PMPM
* The Confidential Portion has been so omitted pursuant to a request for
confidential treatment and has been filed separately with the Commission.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT E (con't)
Total % of Part A Part 13
Fund Split Fund Split Fund Split
PPM/HUMANA* PPM/HUMANA* PPM/HUMANA
----------- ----------- ----------
Humana Family- * of the overall adjustrnent that is
Medicaid actually received for Volusia/Flagler
Medicaid members as defined by * *
Medicaid.
Medicare Member * of the average income received by * *
Institutionalized HUMANA from HCFA for
institutionalized members.
* Percentage of surplus or deficit allocated to PPM/HUMANA as described herein.
B: BENEFIT CHANGES
In the event HUMANA changes the benefits offered under HUMANA's health care
benefit plans, all payments, allocations, fundings and tables established or
provided for under this Attachment E shall be increased or decreased as may be
required in order to directly reflect the actuarial change.
C: FUND DESCRIPTIONS
1. PART A FUND
A Part A Fund shall be established which will consist of the "Part A Revenue"
and "Part A Expenses". The fund shall be calculated as follows:
Part A Fund Revenue
Part A revenue shall consist of amounts equal to the funding by age/sex category
as listed in Exhibit E-1 for Commercial Members, Exhibit E-2 for Medicare
Members, and Exhibit E-3 for Medicaid Members for each product covered under
this Agreement, multiplied by the number of Members assigned to PPM Primary Care
Physicians in each category covered under this Agreement. Such amounts shall be
credited to the Part A Fund as "Part A Revenue".
* The Confidential Portion has been so omitted pursuant to a request for
confidential treatment and has been filed separately with the Commission.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT E (con't)
Part A Fund Expenses
Part A Fund Expenses shall consist of amounts equal to the claims and/or
capitation paid to providers by HUMANA for Covered Services provided to Members
assigned to PPM Primary Care Physicians, plus an actuarially determined amount
for claims incurred but not reported or paid (IBNR) calculated by HUMANA for
Part A Expenses.
Part A Expenses include, but are not limited to, costs identified for inpatient
hospital medical and surgical services, inpatient hospital psychiatric services,
[selected outpatient surgery procedures at HUMANA contracted facilities],
skilled nursing home services, home health care services, and the cost of
stop-loss coverage if provided by HUMANA. Part A Expenses also include the cost
of other Covered Services or costs which may be determined to be Part A Expenses
by HUMANA in the normal course of business or as may be determined or defined by
HCFA as a Part A Covered Service or as otherwise defined in Exhibit E-4.
2. PART B FUND
A Part B Fund shall be established to pay for Part B Expenses. The fund shall be
calculated as follows:
PART B FUND REVENUE
Part B Fund Revenue shall consist of amounts equal to the funding by age/sex
category as listed in Exhibit E-1 for Commercial Members, Exhibit E-2 for
Medicare Members, and Exhibit E-3 for Medicaid Members for each product covered
under this Agreement multiplied by the number of Members assigned to PPM Primary
Care Physicians in each category covered under the Agreement. Such amounts shall
be credited to the Part B Fund as "Part B Revenue". The funding in Exhibits E-1,
E-2, and E-3 is LESS amounts that may be paid by HUMANA to PPM Primary Care
Physicians as a primary care capitation.
PART B FUND EXPENSES
Part B Fund Expenses shall consist of amounts equal to the claims and/or
capitation paid to providers by HUMANA for Covered Services provided to Members
assigned to PPM Primary Care Physicians, plus an actuarially determined amount
for claims incurred but not reported or paid (IBNR) calculated by HUMANA for
Part B Expenses.
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45
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT E (con't)
Part B Expenses are all costs for Covered Services not defined as Part A
Expenses. Part B Expenses include, but may not be limited to, hospital based
physician fees, specialists fees, hospital outpatient services, costs for
applicable disease management programs and the cost for stop-loss coverage if
provided by HUMANA. Part B Expenses also include the cost of other Covered
Services or costs which may be determined to be Part B Expenses by HUMANA in the
normal course of business or as may be determined or defined by HCFA to be a
Part B Covered Service or as otherwise defined in Exhibit 4.
Payment for Primary Care Physician Services - Capitation
PPM agrees and shall require PPM Primary Care Physicians to agree to accept as
payment in full a primary care capitation payment which will be mailed to PPM
for medical services on or about the 15th day of each month. The capitation
shall be based on an mutually agreed upon amount on an actuarial equivalent,
age/sex basis allocated for primary care services as outlined in Attachment D.
The primary care capitation shall be derived as defined in "Part B Fund Revenue"
above. PPM represents and warrants that PPM is solely responsible for the
payment of the capitation amounts to PPM Primary Care Physicians for Covered
Services rendered to Members assigned to PPM Primary Care Physicians for which
the PPM has received a capitation payment and further that PPM Physicians shall
look solely to PPM for any and all compensation for such services.
Payment for PPM Specialist Physician Services
PPM agrees and shall require PPM Specialty Physicians to agree to accept as
payment in full HUMANA's Fee Schedule, or HUMANA's or PPM's Capitation Payment
as applicable, or PPM Physician's usual and customary charges, whichever is
less, less any Copayments owed by the Member, for Covered Services provided to
Members. Such cost of PPM Physician Specialist capitation or fee-for-service
reimbursement will be expensed against the Part B Fund as described above.
3. Stop-Loss Coverage
HUMANA shall provide and maintain a Stop-Loss program, at PPM expense, providing
protection against excessive Medically Necessary Part A and Part B costs for
Members as required by any applicable state or federal laws, rules and
regulations.
4. Settlement, Reconciliation and Distribution of Funds
4
46
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT E (con't)
The aforementioned Funds shall be settled and reconciled as follows:
SETTLEMENT: HUMANA will establish a PPM Settlement Fund for the purpose of
settlement of the aforementioned Funds for all lines of business. All Funds for
all lines of business (surplus/deficit) will be netted to arrive at a Settlement
Fund Balance.
At the close of each [calendar year] quarter, any Part A and/or Part B Fund
surpluses shall be netted by any Part A and/or Part B Fund deficits for each
applicable product covered under this Agreement to arrive at the net balance in
accordance with Table E-1 above.
RECONCILIATION OF PPM SETTLEMENT FUND: At the end of each month in the
Accounting Period, beginning with the seventh (7th) month, settlement will be
calculated based on the reconciliation and distribution of Funds. The
calculation shall be cumulative but will not include activity for the most
recent six (6) months. Accounting Period is defined as a calendar year or lesser
number of months as designated by HUMANA. A final reconciliation of and
distribution from all Funds will occur six (6) months after the end of each
Accounting Period. However the above referenced three month reconciliation and
distributions will continue quarterly regardless of completion of the annual
final settlement. Prior to the distribution of monies from any of the Funds, an
actuarially justified reserve for incurred but not reported or paid (IBNR) claim
costs will be calculated by HUMANA and such IBNR amounts will be held in the
Funds. All claims incurred during an Accounting Period but received. and
processed after the final reconciliation of all Funds for such Accounting Period
will be paid from the next Accounting Period Funds.
Distribution of Settlement Fund is outlined in Table E-1 above.
Any surplus amounts in the PPM Settlement Fund will be distributed to PPM. Any
deficit amount in the PPM Settlement Fund will be billed to the PPM and if not
paid within thirty (30) days of invoice receipt will be offset against future
PPM payments. Upon termination, final reconciliation of the amounts funded and
claims satisfied will be made six (6) months following the end of the Accounting
Period. PPM will be responsible for deficits in the PPM's Settlement Fund, and
shall reimburse HUMANA the amount of any such deficits within thirty (30) days
of receipt of notice of such deficits. If PPM's Settlement Fund has a positive
balance, the balance will be distributed to PPM within thirty (30) days after
such final settlement.
Notwithstanding anything to the contrary in this Agreement, PPM has the right to
dispute only that portion of the settlement amount distributed that is
applicable to claims contested
5
47
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT E (con't)
in accordance with Section 22.3 of this Agreement for a period of up to
forty-five (45) calendar days from receipt of such settlement calculation.
Regardless of any dispute, HUMANA agrees to pay any undisputed settlement
surplus amounts within forty-five (45) days of the settlement calculation
identified above and PPM agrees to pay any undisputed settlement deficits
amounts to HUMANA within forty-five (45) days of the settlement calculation
above. In the event of such dispute, the parties agree to work toward a mutually
agreeable resolution. PPM shall provide at a minimum, in a clear and acceptable
format, the following information if the PPM contests the settlement
distribution as set out herein: Date and amount of the settlement distribution,
the time period covered by the settlement distribution, the allegedly correct
settlement amount, and a brief explanation of the basis for the contestation.
HUMANA will review such contestation(s) and respond to the PPM in writing within
sixty (60) days of the date of receipt by HUMANA of such contestation. The
parties acknowledge and agree that HUMANA's decision on this matter will be
final. In the event HUMANA's review of a contestation results in HUMANA's
identification of the need to readjudicate identified claim(s), such amounts
recovered will be credited to the applicable PPM Fund when such readjudication
by HUMANA is complete. However, PPM agrees to pay to HUMANA any deficits
identified in HUMANA's review of the contestation within thirty (30) days of
receipt of HUMANA's written response to the contestation identified above.
Failure to contest the amount of any settlement distribution within the time
specified above shall result in the waiver of PPM's right to contest such
settlement amount distributed.
Additionally, PPM acknowledges and agrees that if the PPM Settlement Fund
results in a deficit for any two consecutive interim and/or final settlement
periods, HUMANA may adjust the amounts funded to ensure against future deficits
that may occur.
5. Method of Calculation
Personnel from HUMANA will be available to PPM to explain the methodology
employed in any calculation permitted or required hereunder. In addition, the
Manual contains general principals to be employed in calculations and
illustrative examples. The parties understand that the method of calculation
may change if that is necessary to make the results more accurate.
II. REIMBURSEMENT FOR MEMBERS NOT ASSIGNED TO PPM PRIMARY CARE
PHYSICIANS
A. MEDICARE SUPPLEMENT AND MEDICARE SELECT BENEFIT PLANS
As of the Effective Date of this Agreement PPM agrees and shall require PPM
Physicians to agree to xxxx Medicare or its intermediary the Medicare Allowable
fees or the PPM Physician's Medicare profile, whichever is less, for services
6
48
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT E (con't)
covered under HUMANA's Medicare Supplement or Medicare Select benefit plans
which supplements the basic Medicare coverage, rendered to Members. HUMANA will
pay Not Applicable percent (N)A%) of the difference between Medicare payable and
the actual payment due from Medicare or its intermediary, less any Copayments
due from Member.
B. MEDICARE PLANS
For non-assigned Members covered under HUMANA's Medicare Plans, PPM agrees and
shall require PPM Physicians to agree to accept as payment in full Not
Applicable percent (N/A%) of HUMANA's Medicare fee schedule, or PPM Physician's
usual and customary charges, whichever is less, less any Copayments due from
Member, for Covered Services provided to those Members.
C. HUMANA WORKERS' COMPENSATION PLANS
PPM agrees and shall require PPM Physicians to agree to obtain all
certifications or licensure required by state or federal law as a prerequisite
to participation in a Workers' Compensation Product prior to the provision of
services to HUMANA's Workers' Compensation Members. Further, PPM agrees and
shall require PPM Physicians to ' agree to comply with all document and
administrative requirements provided for under the Florida Workers" Compensation
laws, rules and regulations., and further to cooperate with HUMANA's Workers'
Compensation Nurse Case Managers.
PPM agrees and shall require PPM Physicians to agree to accept as payment in
full, for Covered Physician Services rendered to Members of any HUMANA Workers'
Compensation managed care arrangements Not Applicable percent ( N/A%) of the
Florida Workers' Compensation fee schedule, or HUMANA's Fee Schedule, or PPM
Physician's usual and customary charges, whichever is less, less any applicable
Copayments due from such Members.
D. ALL OTHER PLANS
As of the Effective Date of this Agreement, for those Members who are under
health benefit or health care contracts offered, underwritten, or administered
by HUMANA, where Member is not assigned to PPM Physicians, PPM agrees and shall
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49
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT E (con't)
require PPM Physicians to agree to accept as payment in full from HUMANA, NOT
APPLICABLE percent (N/A%) of HUMANA's Fee Schedule, or PPM Physician's usual and
customary charges, whichever is less, less any Copayments due from such Members,
for Covered Services .provided to Members.
III. CHAMPUS TRICARE PROGRAM MEMBERS.
PPM agrees and shall require PPM Physicians to agree to care for CHAMPUS
Members, and active duty military personnel, without discrimination and in the
same manner as care provided to PPM Physicians' other patients.
PPM further agrees and shall require PPM Physicians to further agree to comply
with all CHAMPUS managed care support policies and procedures and to become
CHAMPUS certified. Such CHAMPUS policies and procedures are set forth in the
Provider Handbook which is hereby incorporated by reference and made a part of
this Agreement.
PPM agrees and shall require PPM Physicians to agree to be a member of the
HUMANA CHAMPUS Network.
PPM Physicians licensed in Family Practice, Internal Medicine and/or Pediatrics
are considered Primary Care Managers, (P.C.M.). P.C.M. responsibilities are
outlined in the Provider Handbook.
PPM agrees and shall require PPM Physicians to agree that medical records
related to CHAMPUS Members, and active duty military personnel, under PPM
Physicians care shall include a release which designates the Military Hospital
Commander, or the referring primary care physician, as the receiving part of the
medical record, upon proper request.
As of the effective date of this Agreement, PPM agrees and shall require PPM
Physicians to agree to accept NOT APPLICABLE percent (N/A%) of CHAMPUS Maximum
Fee Schedule, less any applicable Copayment, deductible, or cost-share amount
due from the CHAMPUS Member, as payment in full for Covered Services provided to
CHAMPUS Members, and active duty military personnel.
Further, PPM agrees and shall require PPM Physicians to agree to accept Medicare
assignment, less any applicable Copayments, deductibles, and/or cost-share
amounts due from CHAMPUS eligible Members for Covered Services provided to
CHAMPUS eligible - Members who are also Medicare eligible.
8
50
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT E (con't)
Notwithstanding the above, PPM agrees and shall require PPM Physicians to agree
that in no event shall payment made for health care services provided to CHAMPUS
Members, and active duty military personnel, exceed Not Applicable percent
(N/A%) of any CHAMPUS allowable (e.g., DRG, CMAC, or outpatient charges).
9
51
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-1
COMMERCIAL CAPITATION TABLES
*
* This Exhibit E-1 to Attachment E (which consists of 11 pages) of this
Agreement has been so omitted pursuant to a request for confidential treatment
and has been filed separately with the Commission.
52
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-2
MEDICARE CAPITATION TABLES
Not Applicable See Table E-1
53
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-3
MEDICAID CAPITATION TABLES
Not Applicable See Table E-1
54
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-4
DIVISION OF FINANCIAL RESPONSIBILITY
Costs for Covered Services provided to Members not previously identified in this
Attachment E shall be expensed against the appropriate Fund as described herein
as the Division of Financial Responsibility. The Division of Financial
Responsibility is intended to reflect historical medical cost expensing
experience and accounting practices for this HUMANA market. Notwithstanding the
foregoing, the cost of any Covered Services not specifically identified herein,
or the cost of any Covered Services that may be in conflict between the Division
of Financial Responsibility and the historical expensing experience or
accounting practice shall be expensed to the respective Fund in accordance with
HUMANA's historical practice for the market.
PART A EXPENSES:
---------------
Alcohol Rehabilitation
Facility Component
Ambulance, Air/Ground
Transport/Care Cab
In Area
Out Of Area
Blood & Blood Products
Admin Fee From Blood Bank
Autologous Blood Donations
Blood Transfusion
Other Blood Products-Factor VIII
Cardiac Rehabilitation
Facility Component
Chemotherapy
IV Drugs-In Patient
Facility Component
Colostomy Supplies
Contact Lenses
Intraocular Lens (Surgically Implanted)
Cosmetic/Reconstructive Surgery (Medically Necessary)
Facility Component
Dental Services-Accident/Injury Only
Facility Component
Dental Services-Accident/Injury Only
Facility Component
1
55
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-4 (con't)
Drug Rehabilitation
Facility Component
Professional Component
Durable Medical Equipment (DME)
Apnea Monitor
Corrective Appliances (DME)
Surgically Implanted
Facility Component
Hearing Aids
Emergency Room Care-In Area
Facility Component (Patient Not Admitted)
Emergency Room Care-Out Of Area
Facility Component
Endoscopic Studies
Facility Component
Family Planning
E.G.AMNIOCENTESIS, ARTIFICIAL INSEMINATION,
CONTRACEPTIVE DEVICES, GENETIC TESTING,
INFERTILITY TREATMENT, LIGATION
FACILITY COMPONENT
Fetal Monitoring
Facility Component
Hearing Aids
Hemodialysis Facility
Facility Component
Home Health Care
Intravenous (IV)
Immuno Suppressive Drug (Outpatient)
Hospice Services
Hospitalization (Inpatient)
In Area
Out Of Area
Laboratory Services
Facility Component
Lithotripsy
Facility Component
Medication
Inpatient
Mental Health
2
56
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-4 (con't)
Facility Component
Nuclear Medicine Diagnostics/Treatment
Facility Component
Observations
Facility Component
Ophthalmology-See Vision Care
Organ Transplants (Non -Experimental)
Facility Component
Outpatient Surgery
Facility Component
Pediatric Services-Newborn
Facility Component
Professional Services (Hospital Based Outpatient Facility/Other)
Physical Therapy
Inpatient Or Nursing Home/Rehab
Outpatient (in Home)
Podiatry Services
Facility Component
Pregnancy (Ob With/Without Complications)
Facility Component
Prosthetic Devices
Surgically Implanted
Outpatient
Radiation Therapy
Facility Component
Refractions (See Vision Care)
Rehabilitation (Short Terms, I.E. P.T., O.T.),
Speech, Cardiac Therapy
Facility Component
Skilled Nursing Facility
Sleep Studies
Facility Component
Surgical Supplies
Inpatient
TMJ
Facility Component
Vision Care
3
57
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-4 (con't)
PART B SERVICES
---------------
Alcohol Rehabilitation
Professional Component
Allergy
Testing
Serum
Injections
Ambulance, Air/Ground
Amniocentesis
Anesthetics
Artificial Limbs
See Prosthetics
Biofeedback
Blood & Blood Products
Professional Component
Chemotherapy
IV Drugs-Out Patient
Other Drugs
Professional Component
Chiropractic
Circumcision
Professional Component
Contact Lenses
Cosmetic/Reconstructive Surgery (Medically Necessary)
Professional Component
Prosthetics (Implanted)**
**COMBINE WITH SURGERY CODE
Dental Services-Accident/Injury Only
Professional Component
Soft DME Such As: (Outpatient)**
***WOULD BE CODED AS PART OF SURGERY CODE OR AS A SUPPLY
Dressings
Slings, Casts
Ace Bandages
Elbow Supports
Elbow-Tennis Brace
Back Brace
Emergency Room Care-In Area
Hospital Based Physician
Specialist Consult
4
58
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-4 (con't)
Emergency Room Care-Out Of Area
Professional Component
Endoscopic Studies
Professional Component
Family Planning
E.G.AMNIOCENTESIS, ARTIFICIAL INSEMINATION,
CONTRACEPTIVE DEVICES, GENETIC TESTING,
INFERTILITY TREATMENT, LIGATION
Professional Component
Genetic Testing
Norplant Device And Insertion
Artificial Insemination
Invitro Fertilization (Paid Through Separate Program)
Infertility (Diagnosis & Treatment)
Fetal Monitoring
Professional Component
Hemodialysis Facility
Professional Component
Home Health Care
Hospitalization (Inpatient)
Laboratory Services
Professional Component
Lithotripsy
Professional Component
Mammography
Medication
Intravenous-PCP's Office/Outpatient
Outpatient Covered injectibles And Substances
Outpatient Non-injectibles (PCP's Office & Outpatient)
Mental Health
Professional Component
Biofeedback
Nuclear Medicine Diagnostics/Treatment
Professional Component
Observations
Professional Component
Ophthalmology-See Vision Care
Organ Transplants (Non-Experimental)
Professional Component
5
59
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-4 (con't)
Orthotics (Medically Necessary)
Foot Orthotics
Outpatient Surgery
Professional Component
Outpatient Diagnostic Service - Facility & Professional (Including
But Not Limited To List)
Cat Scan
2 D Echo
EEG
EKG
EMG
ENG
MRI
Ultrasound
Pediatric Services - Newborn
Professional Component *Specialist
Professional Services (Hospital Based Outpatient Facility/Other)
Physical Therapy
Outpatient (In Office)
Podiatry Services
Professional Component
Pregnancy (Ob With/Without Complications)
Professional Component
Prosthetic Devices
Radiation Therapy
Professional Component
Radiology Services
Professional Component
Refractions (See Vision Care)
Rehabilitation (Short Terms, I.E. P.T., O.T.),
Speech, Cardiac Therapy
Professional Component
Sleep Studies
Professional Component
PCP Consultation With Specialists
Surgical Supplies
Outpatient (PCP's Office/Outpatient)
TMJ
Diag. & Medically Necessary Correction
6
60
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-4 (con't)
Vision Care
Implanted Lenses (Cataract Surgery)
Lenses, Refraction & Frames Incident To Cataract Sur.
Non-Cataract L\Related Lenses And Frames
Medically Necessary Care
Ophthalmology
Vision Rider With Discounted Eyewear
Pharmacy
Family Planning
Diaphragms
Oral Contraceptives
Insulin & Syringes
Medication
Scripted Outpatient Non-Injectibles
Disease Management Programs
HumanaFirst Programs
Humana HIMS Programs
PCP/CAPITATED SERVICES
----------------------
Hearing Screening (Pcp's Office)
Nutritional/Dietetic Counseling
Pediatric Services -Newborn
PCP Office Visit
PCP Visits/Consultations/Examinations
To Hospital
To SNF
To Patients Home
PCP Office Visits/Consultations/Exams
Routine
After Hours (Arranged By PCP)
Supplies, Splints, Bandages, Etc.
Health Education
Periodic Health Evaluation (Physical)
Pap Smears
Immunization And Inoculations (Medically Indicated)
TB Skin Testing
Well Baby/Child Care
Preventive Health
7
61
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
EXHIBIT E-4 (con't)
Vision Care
Refractions, Routine
Screenings (PCPs Office/Outpatient)
EXCLUDED SERVICES
-----------------
Dental Services (Routine)
TMJ as Dental Treatment
Employment Physical
Experimental Procedures
Reversal Of Sterilization
Marriage Counseling
Immunization And inoculations (Work/Travel)
8
62
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT F
TERM OF AGREEMENT
The term of this Agreement shall be for a thirty-six (36) month period
commencing on JANUARY 1, 2000. This Agreement shall automatically renew for
subsequent one (1) year terms unless either party provides written notice of
termination to the other party at least one hundred and eighty (180) days prior
to the end of the initial term or any subsequent renewal terms. In addition,
this Agreement may be terminated by the mutual consent of both parties at any
time. Notwithstanding the foregoing, after 1-1-2000, either party may terminate
this agreement without cause by delivering notice of termination to the other
party at least one hundred and eighty (180) days prior to the desired
termination date, HUMANA may terminate any individual PPM Physician from
participation under this Agreement by giving PPM Physician written notice of
termination at least sixty (60) days prior to the effective termination date.
PPM may terminate this Agreement for cause if HUMANA fails to make payments
required under this Agreement, but only after written notice and providing at
least sixty (60) days in which HUMANA may avoid termination by curing the
default in payment. Any dispute concerning the amount of payment owed shall be
resolved according to the procedures specified in the Manual.
HUMANA may terminate this Agreement, and/or any individual PPM Physician,
immediately upon written notice, stating the cause for such termination in the
event HUMANA reasonably determines that: (I) PPM and/or PPM Physician's
continued participation under this Agreement may affect adversely the health,
safety or welfare of any Member or bring HUMANA or its health care networks into
disrepute; or (II) in the event of a PPM Physicians death or incompetence; or
(III) PPM Physician(s) fails to meet HUMANA's credentialing criteria or (IV) as
specified in the Manual. Further, HUMANA may terminate this Agreement
immediately upon written notice to PPM in the event that: (I) PPM engages in or
acquiesces to any act of bankruptcy, receivership or reorganization or (II)
HUMANA loses its authority to do business in total or as to any limited segment
of business but then only as to that segment.
Additionally, in the event of a- material breach of this Agreement by either
party, the non breaching party may terminate this Agreement upon at least ninety
(90) days prior written notice to the breaching party, which notice shall
specify in detail the nature of the alleged material breach; provided however,
that if the alleged breach is susceptible to cure, the breaching party shall
have sixty (60) days from the date of receipt of notice of termination to cure
such breach, and if such breach is cured, then the notice of termination shall
1
63
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
be void of and of no effect. If the breach is not cured within the sixty (60)
day period, then the date of termination shall be that date set forth In the
notice of termination. Notwithstanding the above, any breach related to
credentialing or recredentialing, quality assurance issues or alleged breach
regarding termination by HUMANA, in the event that HUMANA determines that PPM's
and/or any individual PPM Physicians' continued participation under this
Agreement may affect adversely the health, safety or welfare of any Member or
bring HUMANA or its health care networks in to disrepute, shall be considered
non-curable.
PPM understands that termination of this Agreement shall not relieve PPM
Physicians, obligation to provide or arrange for Covered Services through the
last day of this Agreement. HUMANA retains the right to recover from PPM any
costs paid on behalf of PPM and/or PPM Physicians which are their obligations
and become necessary to be paid by HUMANA to maintain the health care delivery
network.
Upon termination, PPM shall require PPM Physicians to provide Covered Services
to any Member hospitalized on the date of termination until the date of
discharge or until HUMANA has made arrangements for substitute care. HUMANA
agrees to pay for such Covered medical Services rendered to hospitalized
Member(s) in accordance with the fee for-service payments identified in
Attachment E.
Unless otherwise stated above, termination will be effective on the first day of
the month following the completion of the notification period.
COMPLIANCE WITH FLORIDA STATUTES:
As required under Florida Statute Section 641.234, as amended, effective October
1, 1988, if the Department of Insurance has information and belief that this
Agreement requires Humana Medical Plan, Inc., PCA Health Plans of Florida, Inc.
and/or PCA Family Health Plan, Inc. ("HUMANA") to pay a fee which is
unreasonably high in relation to the. services provided, after review of this
Agreement, the department may order HUMANA to cancel this Agreement if it
determines that the fees to be paid by HUMANA are so unreasonably high as
compared with similar contracts entered into by HUMANA or as compared with
similar contracts entered into by other health maintenance organizations in
similar circumstances, such that this Agreement is detrimental to the
subscribers, stockholders, investors or creditors of HUMANA. The issuance of
such an order by the Florida Department of Insurance will not affect the
termination of the entire Agreement which shall remain in full force and effect
with respect to Humana Health Insurance Company of Florida, Inc., Humana
Insurance Company, Employers Health Insurance Company and PCA Life Insurance
Company and product lines contemplated in the Agreement to which this provision
is made a part.
2
64
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
As required under Florida Statute Section 641.315, PPM shall provide at least
sixty (60) days, or such other period of time as indicated in this Agreement,
whichever is longer, advance written notice to HUMANA at the address listed in
the "Notices" section of this Agreement, and to the Florida Department of
Insurance, Bureau of Life and Health Solvency and Market Conduct, 000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx 00000-0000, before canceling this Agreement
with HUMANA for any reason. HUMANA shall also provide sixty (60) days or such
other period of time as indicated in this Agreement, whichever is longer,
advance written notice to the PPM at the address listed in the "Notice" Article
of this Agreement, and to the Florida Department of Insurance, Bureau of Life
and Health Solvency and Market Conduct, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxx 00000 0327, before canceling this Agreement with PPM for any reason.
Nonpayment for goods or services rendered by PPM and/or PPM Physicians to HUMANA
or any of its Members shall not be a valid reason for avoiding such sixty (60)
day advance notice of cancellation. Upon receipt by HUMANA of a sixty (60) day
cancellation notice, HUMANA, if requested by the PPM, may terminate the contract
in less than sixty (60) days if HUMANA is not financially impaired or insolvent.
HUMANA and PPM hereby acknowledge and agree that the provisions stated in the
previous paragraph do not relieve the PPM or any of PPM Physicians of any of
their other obligations under this Agreement that are not inconsistent with the
foregoing, including without limitation any obligation PPM has to provide more
than sixty (60) days notice of cancellation of this Agreement, to HUMANA.
Notwithstanding anything to the contrary herein, any change(including any
addition and/or deletion) to any provision or provisions of this Agreement that
is required by duly enacted federal or Florida legislation, or by a regulation
or rule finally issued by a regulatory agency ,pursuant to such legislation,
rule or regulation, will be deemed to be part of this Agreement without further
action required to be taken by either party to amend this Agreement to effect
such change or changes, for as long as such legislation, regulation or rule is
in effect.
3
65
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT G
CONFLICT OF INTEREST DISCLOSURE FORM
PPM OR PRINCIPALS: ____________________________________________________
(Must be identical to the name shown on the Cover Sheet)
List names and addresses of any and all Competitive Plans in which PPM or PPM
Physicians have an interest in, as described in Article 29 of this Agreement.
Name______________________________________
Address____________________________________
___________________________________________
Name______________________________________
Address____________________________________
___________________________________________
Name______________________________________
Address____________________________________
___________________________________________
Name______________________________________
Address____________________________________
___________________________________________
66
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
Notify Humana of any change in this statement.
67
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT H
PPM PHYSICIAN LETTER OF AGREEMENT
The attached PPM Physician Letter of Agreement is hereby incorporated into the
Agreement.
68
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
LETTER OF AGREEMENT
WHEREAS: Humana Medical Plan, Inc., PCA Health Plans of Florida, Inc. and PCA
Family Health Plan, Inc. (health maintenance organization) and Humana Health
Insurance Company of Florida, Inc. (a Florida Insurance company) and Humana
Insurance Company, Employers Health Insurance Company and PCA Life Insurance
Company (insurance companies) and their affiliates (hereinafter referred to as
"HUMANA") and METCARE OF FLORIDA. INC., (a physician practice management
organization) (hereinafter referred to as "PPM") entered into a Physician
Practice Management Participation Agreement (hereinafter "Agreement") on JANUARY
1, 2000, AND
WHEREAS, Physician is a member of PPM, and a Humana Participating Provider
pursuant to the Agreement between PPM and HUMANA (hereinafter referred to as
"PPM Physician"),
WHEREAS, PPM Physician acknowledges and agrees that the joinder of the HUMANA
companies above shall not be construed as imposing joint responsibility or cross
guarantee between or among HUMANA companies.
NOW, THEREFORE, PPM Physician hereto agrees as follows:
PPM Physician agrees to abide by all of the terms and conditions set forth in
the Agreement, and to abide by HUMANA policies and procedures established and
revised from time to time by HUMANA, including but not limited quality
assurance, quality improvement, risk management, utilization management,
credentialing and recredentialing and grievances/appeals.
PPM Physician unconditionally authorizes HUMANA and PPM to share Information,
including but not limited credentialing, recredentialing, quality management and
utilization management information as related to treatment of individuals
covered under HUMANA's Commercial Plans, Medicare HMO and POS Plans, and other
plans, (hereinafter "Members"). However, it is understood expressly that the
information shall not be shared with anyone not a party to this Agreement,
unless required by law or pursuant to prior written consent of PPM Physician.
PPM Physician acknowledges that PPM Physician has been provided an opportunity
to read the Agreement between PPM and HUMANA including but not limited to the
Liquidated Damages, Member Hold Harmless, Payment and the Non-Compete
provisions, all herein incorporated. Further, PPM Physician acknowledges and
agrees to comply with all the terms and conditions set out in the Non-Compete
provision, during the term of the
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
Agreement and for a one (1) year period after termination of the Agreement, or
for the one (1) year period following PPM Physician's termination exclusion from
participation under the Agreement.
PPM Physician further agrees that payment to PPM or PPM Physician, as
applicable, from HUMANA, less any Copayments owed by the Member, is payment in
full for health care services provided or arranged for Members accordance with
the applicable Member health benefits contract and the terms and conditions of
this Agreement.
PPM Physician further agrees that in the event of termination of the Agreement,
or in the event the PPM is dissolved for whatever reason, PPM Physician shall
continue to provide health care services under the terms and conditions of the
Agreement and HUMANA agrees to continue to pay PPM Physician in accordance with
the fee-for-Service payment arrangements stated in Attachment E of the
Agreement, for a period of sixty (60) days after notice of dissolution of PPM or
the effective date of termination of the Agreement, during which time a new
physician agreement may be negotiated between HUMANA and the individual PPM
Physician. HUMANA may terminate such PPM Physician participation at such time
after dissolution of PPM or termination of this Agreement upon written notice to
PPM Physician.
HUMANA PPM PHYSICIAN
By:____________________________ Signature:_______________________
Print Name:____________________ Print Name:______________________
Date:__________________________ Date:____________________________
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT J
PPM GUARANTEE
The actual document provided by the PPM as evidence of the guarantee required in
Article 25 is attached hereto and incorporated by reference as a part of this
Agreement.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT I
PPM PHYSICIAN AGREEMENT
(Sample copy of the agreement between PPM and PPM Physicians)
(SEE ATTACHED)
TO BE PROVIDED BY PPM PRIOR TO EXECUTION OF THIS AGREEMENT.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
PRIMARY CARE AGREEMENT
This Agreement entered into this _____ day of ____________ 199 (the
Effective Date) by and between METCARE OF FLORIDA, INC., a Florida Corporation,
(hereinafter referred to as "METCARE" or MSO) and ______________________________
(Hereinafter referred to as "Provider").
WHEREAS, METCARE desires to provide health services to Members of
managed care plans;
WHEREAS, METCARE has been granted service contracts by Health
Maintenance Organization(s) (generically referred to as HMO) for the treatment
of the HMO Members, also referred herein as Members or METCARE Members; and
WHEREAS, Provider is a duly licensed and credentialed Physician and is
licensed to practice medicine in the State of Florida and the county of
________________; and
WHEREAS, METCARE desires to engage Provider to provide primary health
care coverage to METCARE's Members; and
WHEREAS, Provider is capable and willing to provide the necessary
primary health care service to METCARE's Members; and
NOW THEREFORE, the parties hereto, in consideration of the benefits
provided herein, covenant and agree as follows:
1. DEFINITIONS: THE TERMS OF THIS AGREEMENT SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE DEFINITIONS SET
FORTH IN ATTACHMENT "A," UNLESS THE CONTEXT IN WHICH A TERM IS USED
EXPRESSLY REQUIRES A DIFFERENT INTERPRETATION AND/OR CONSTRUCTION.
2. ENGAGEMENT: METCARE hereby engages Provider to provide primary
health care services to METCARE's Members.
3. SERVICES: Provider hereby accepts the engagement and agrees to
provide Medically Necessary and covered primary care medical services to
METCAREs Members assigned to Provider by METCARE or HMO, without regard to race,
color, religion, national origin, or handicap of any Member Provider agrees
further to render said Covered Services to METCARE and HMO Members in the same
manner and in accordance with the same standards and with the same time
availability as offered to Providers other patients.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
Provider agrees to provide the following services: SEE ATTACHMENT "B" (COVERED
SERVICES AND COMPENSATION SCHEDULE). In conjunction with those services, the
Provider shall be available twenty four (24) hours per day, seven (7) days per
week, including holidays, and comply with the following availability schedule:
urgent care - within one day, routine sick care - within one week; well care -
within one month; and without regards to the degree of frequency of Primary
Provider utilization of such Covered Services by Members. Provider shall be
responsible for the provision, authorization, coordination, supervision,
monitoring and overall management of all Covered Services rendered to each of
Provider's Members in accordance with METCARE's and/or HMO policies and
procedures. Nothing in this Agreement will be construed to require METCARE or
any HMO to assign ___________(?) any minimum or maximum number of Members to the
Provider.
4. TERM: This Agreement shall be in effect for an initial period of one
(1) year from the Effective Date hereof and thereafter shall continue in effect
from year to year unless terminated by either party, by giving written notice to
the other party by certified or registered mail at least one hundred twenty
(120) days prior to the termination date. Upon termination of this Agreement for
any reason, Provider shall complete the course of treatment of any of METCARE's
and HMO Members then receiving treatment in accordance with the terms hereof.
Said sixty (60) days advance notice shall be required regardless of the reason
for termination, including nonpayment by METCARE. In the event of the insolvency
of METCARE and/or HMO, the Provider agrees to continue providing services
through any post insolvency period of MSO or HMO as required by law or contract.
This will include all Members until such time as they are transitioned to
another plan or otherwise provided for. Provision must also be made for Hospital
patients until they have been released and properly provided for.
5. BILLING AND CONDENSATION: The Billing and Compensation procedures
shall be as follows:
A. As compensation for its services hereunder, METCARE shall
pay Provider for authorized Covered Services rendered to METCARE Members at
mutually agreed upon rates as set forth in Attachment "B" (Covered Services and
Compensation Schedule), attached and made a part herein. Provider expressly
agrees to accept such compensation as payment in full for the provision of
Covered Services.
B. If applicable, Provider shall xxxx for authorized Covered
Services rendered to METCARE Members according to the rates in Attachment "B".
In connection with each billing for Covered Services, Provider shall submit a
properly completed HCFA 1500 form, or other billing form as required by METCARE,
along with a written record of the Covered Services provided in accordance with
the most recent Medicare E&M guidelines or as otherwise required by METCARE, and
a copy of the referral form or the
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
authorization number, within thirty (30) days of the date of service. In the
event that the Provider is unable to submit a xxxx within the time specified
because of circumstances beyond Provider control, the time for submission of
such xxxx shall be extended as reasonably necessary for a period not to exceed
six (6) months from the date of service.
C. Capitated participating Providers shall not submit claims
for services set forth as capitated services described in Attachment "B," but
shall submit no-xxxx HCFA 1500 forms or other encounter forms, as required by
METCARE, which identify the health services provided to Members and which shall
contain such statistical and descriptive medical and patient data as specified
by METCARE. Encounter information on capitated Participating Physician services
shall be submitted to METCARE within thirty (30) days of the date of service to
the Member.
D. For such services as are compensated under this Agreement
by reimbursement, METCARE will pay the Provider within thirty (30) days of
receipt of a completed claim. Provider shall attempt to collect payment from
third-party payors whenever such alternative coverage is available. In the event
that, third-party payments are received, these sums will offset the amount due
from METCARE.
E. Capitation Rates will be subject to a percentage adjustment
in direct response to increases or decreases in Premium Revenue from HCFA and/or
HMO (Medicaid/Medicare).
6. REFERRAL, NETWORK: Provider agrees to work in accordance with
METCARE's ____________________________(?). Except in cases of emergency, the
Provider shall make no referral of a METCARE Member to another provider for
Covered Services without prior approval of METCARE.
Provider further agrees to comply with METCARE's request for
reporting patient data and clinical information as required to provide reports
to contracted HMOs or regulatory agencies, and facilitate METCARE internal
quality improvement mechanisms for METCARE Members assigned to the Provider.
METCARE, through its Medical Director and such other individuals as
METCARE designates, will provide the Provider, either directly or through a
contractor: (a) A system for getting prior approval (authorization) of all
referrals and written notification of Denied Claim Forms or Covered Services;
(b) A system for pre-admission certification for all elective hospital
procedures or admissions; (c) A Member encounter reporting process to be
implemented in accordance with METCARE's administrative policies and procedures;
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
(d) At least thirty (30) days prior written notice of any changes to the Covered
Services to be approved by the contractor hereunder.
7. LICENSED PERSONNEL: Provider represents and assures METCARE that all
persons employed, retained, or used by Provider are appropriately licensed under
or are otherwise authorized by State law to practice under their health care
profession.
8. INSURANCE: Provider agrees to obtain and maintain such policies of
liability and malpractice insurance as are necessary to adequately cover the
Provider and his/her agents and/or employees against any claim for damage
arising from personal injuries or death occasioned directly or indirectly in
connection with a performance of any act or omission by Provider or his/her
agent/employee. Pursuant to Rule 59G-8.100(12), FAC, prior to execution of this
Agreement, Provider shall obtain adequate Worker's Compensation coverage.
Provider agrees to provide proof of such insurance to METCARE upon demand.
9. MARKETING: Provider agrees to allow METCARE - or HMO the right to
use the name, trade names, trademarks, DBAs, specialties, and other pertinent
information concerning the Provider for purposes of providing Membership and
marketing information in the course of METCARE's or HMO business. If required by
METCARE, the Provider shall post a notice or sign in Provider's place of
business identifying the Provider as a participating provider with METCARE
and/or HMO.
10. METCARE INDEMNIFICATION: Indemnification under METCARE is as
follows:
A. METCARE agrees to indemnify and hold Provider, his/her
officers, directors, employees and agents harmless against any and all claims
(costs and expenses) which may arise and/or be incurred in connection with, any
actual or alleged malpractice or negligence or otherwise, arising as a result of
any act or responsibility assumed or deemed to have been assumed by METCARE
pursuant to this Agreement.
B. Provider agrees to indemnify and hold METCARE, its
officers, directors, employees, and agents free and harmless against any and all
claims (costs and expenses) which may arise out of and/or be incurred in
connection with any actual or alleged malpractice or negligence or otherwise
arising as a result of any action or inaction caused by Provider or any of its
personnel, in the performance or omission of any act or responsibility assumed
or deemed to have been assumed by Provider pursuant to this Agreement.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
11. RECORDS. Records shall be maintained as follows: Provider agrees to
maintain complete and accurate fiscal records as well as medical and social
records applying to the METCARE/HMO Member for whom the Provider has claimed and
received payment from METCARE. Provider shall maintain such records as are
necessary for evaluation of the quality, appropriateness and timeliness of
service (performed under this Agreement. Said records will be made available and
for fiscal audit, medical audit medical review, utilization review, central
Medicaid office audit and other periodic monitoring upon request of an
authorized representative of METCARE, HMO, Agency for Health Care Administration
(AHCA), or the Department of Health and Human Services (DHSS). Provider further
agrees to comply with requirements issued as a result of any such inspection or
audit. Provider further agrees to pay METCARE within thirty (30) calendar days
after METCARE's demand for such payment any and all amounts determined to be
payable to METCARE by Provider as a result of such audit and any State or
Federal disallowances lawfully imposed on METCARE as a result of Provider's
failure to abide by the terms of this Agreement. Said records shall be retained
for a period of at least five (5) (or, if notified in writing by METCARE, such
longer period as required by law or a contracting HMO) years after the starting
date of the applicable retention period or until resolution of any ongoing audit
occurs and agrees to update METCARE as to the location of METCARE Members if
they are relocated at any time. Provider must submit information to METCARE as
it is, or becomes required by law or AHCA.
12. OTHERS INDEMNIFICATION: Provider agrees that at all times during
the term of th Agreement the Provider shall defend, and hold METCARE, HMO, its
employees, officers, directors, Agency For Health Care Administration ("AHCA"),
HMO and METCARE's Members harmless from and against all claims, damages, causes
of action, costs or expenses, including court costs and reasonable attorney
fees, to the extent proximately caused by any negligent act or other wrongful
conduct by the Provider arising from this Agreement. This clause shall survive
termination of this contract including breach of contract due to insolvency.
13. NO OTHER REIMBURSEMENT: Provider agrees to seek no reimbursement
from METCARE's Members for Covered Services rendered to them under or in the
course of this Agreement. Should the Medicaid prepaid health plan program be
terminated or expire, payment for all Covered Services performed for eligible
Medicaid Program Members prior to termination will be guaranteed by METCARE.
14. CONFIDENTIALITY: Provider agrees to maintain the confidentiality of
patient information and medical records as required by law and regulation, as
well as the specific terms of th Agreement. Provider agrees not to make any
disparaging comments affecting METCARE of HMO to the extent allowed by law.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
15. QUALITY ASSURANCE: Provider agrees to participate in and comply
with any internal and external quality assurance, utilization review, peer
review, and grievance procedures established by METCARE, HMO, AHCA and/or DOI.
16. DISCIPLINE: Disciplinary proceedings shall be as follows: Provider
is required to notify METCARE immediately of any disciplinary action taken
against Provider by any state licensing board by which Provider is licensed or
hospital on which Provider is a staff Member. Upon notification that Providr is
subject to any disciplinary proceeding or action by any state licensing board by
which Provider is license or hospital on which Provider is a staff Member,
METCARE may suspend this Agreement until such proceeding or action is resolved.
17. REFERRAL PRECAUTIONS: Member health and safety procedures are as
follows: By written notice to Provider METCARE's Medical Director may suspend
the assignment of Members, Provider if Medical Director determines that facts
presented indicate health or safety of Members could be endangered by Provider
continued participation. By written notice to Provider, METCARE's Medical
Director may suspend assignment of Members to Provider if Medical Director
determines Provider is not complying with (1) the terms of this Agreement, (2)
METCARE's policies and procedures, or (3) METCARE requirements for credentialing
or re-credentialing.
18. ASSIGNNCENT: Provider may not assign its interest in this Agreement
without the exprv. written consent of METCARE.
19. COMPLETE AGREEMENT: This Agreement, and the Exhibits attached
hereto, contain all the terms and conditions relating to the agreement between
the parties hereto, and supercedes all oral or written agreements,
representations, or statements made by either party prior to the execution of
this Agreement. The provisions of this Agreement may not be amended,
supplemented, waived or changed orally or by course of conduct of the parties
but only by writing signed by the party as to whom enforcement of an such
amendment, supplement, waiver or modification is sought and making specific
reference to this Agreement. No modification of this Agreement shall be valid
unless in writing and duly executed by METCARE and Provider. Notwithstanding
this provision, should a change in the contract language be required by the
state, such change will automatically be incorporated herein. METCARE will
notify Provider of any such state mandated change in writing.
20. LICENSURE AND PRIVILEGES: Provider agrees to give METCARE copies of
the following items related to his/her professional position and maintain a
current copy with METCARE within fifteen (15) days of signing of this contract:
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
A. Copy of current State of Florida license.
B. Copy of current Drug Enforcement Administration (DEA)
registration certificate.
C. Copy of current malpractice insurance certificate.
D. Provider information form.
E. Provider credentialing report.
F. Curriculum Vitae
G. Copies of medical school diploma and internship, residency, and
fellowship certificates.
Provider agrees to fully and diligently comply with and assist MSO, HMO
or contract third party to expedite the credentialing process. It is expressly
understood that time is of the essence.
21. RELATIONSHIP; AUTHORIZATION: None of the provisions of this
Agreement are intended to create nor shall be designed or construed to create
any relationship between Provider and METCARE other than that of independent
entities contracting with each other hereunder solely for the purpose of
effecting the provision of the Agreement. Neither of the parties hereto nor any
of their respective representatives shall be construed to be the agent,
employer, or representative of the other. Both parties explicitly agree that the
Provider is a subcontractor.
Nothing contained in this Agreement shall be construed to require a
Provider to: recommend any procedure or course of treatment which Provider deems
professionally unacceptable; or recommend that METCARE deny benefits for any
procedure or course of treatment. METCARE agrees shall not intervene in any way
or manner with the rendition of health care services by Provider, it being
understood and agreed that the traditional relationship between Provider and
patient will be maintained.
Provider agrees that a determination by METCAR.E that a particular
course of medical treatment is not a covered benefit shall not relieve Provider
from providing or recommending such care to Members as he/she deems to be
appropriate, nor shall such benefit determination be, considered to be a medical
determination by METCARE.
The Provider has and does hereby designate METCARE as his/her/its
attorney-in-fact for the sole purposes of negotiating, consenting to, and
executing contracts with HMOs and other insurers, and any documents or
amendments related to such contracts.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
22. OBLIGATIONS AFTER TERMINATION: Upon the termination of this
Agreement, Provider agrees to return any and all METCARE and HMO provided
materials, programs, or other documentation related to its business, including
all copies thereof, whether authorized or not. Contracting Provider agrees and
shall not communicate orally or in writing with any Member for the purpose of
getting Member to switch HMOs or medical plans, without the prior written
consent of METCARE, such consent shall not be unreasonably withheld if for
medical reasons. In addition, Provider shall not use any of the METCARE's
materials, including, but not limited to, Members' lists, directly or
indirectly, to further the business purposes of Provider or any other entity,
including any other pre- paid health plans, HMOs, IPAs, MSOs or PPOs. The
parties hereto agree that this section shall survive the termination of this
Agreement. The parties agree that any violation of this section by the Provider
shall result in irreparable injury to METCARE and therefore, in addition to the
remedies otherwise available to METCARE, METCARE shall be entitled to injunctive
or other equitable relief to enjoin or restrain Provider or any related
individual from violating the terms of this section.
23. MEDIATION; LITIGATION; COSTS: If either party should declare a
breach of this Agreement, or if any dispute arises from this Agreement or the
subject of this Agreement, the parties shall first submit the matter to
non-binding mediation (not arbitration) and attempt to resolve the matter, in
good faith, prior to the institution of any litigation or other legal action.
Each party shall pay its own costs of mediation. The parties agree that
litigation or other legal action may be begun only after each party has
presented its case to an independent, professional mediator and such mediator
has determined that the matter cannot or will not be resolved through mediation.
A party requesting mediation shall be entitled to obtain a court order mandating
mediation if the other party does not agree to commence mediation within thirty
(30) days after written request. The fees and costs incurred by the party
seeking such court order shall be reimbursed by the other party, otherwise, each
party shall pay its own costs of mediation. Nothing in this paragraph shall
preclude either party from seeking remedies in equity if such action is found to
be appropriate by a court of competent jurisdiction. In the event of any
litigation by any party to enforce and defend its rights under this Agreement,
the prevailing party, in addition to all other relief shall be entitled to
reasonable attorney's fees.
24. RESTRICTIVE COVENANTS:
A. PARTICIPATION IN OTHER NETWORKS. The Provider may
participate in any number of other networks, HM0's, IPAs, PHOs, and the like
("Networks"); however, except as disclosed in Attachment "B" and agreed to by
METCARE, during the term of this Agreement, and for a period of six (6) months
after the expiration or termination of this Agreement for any reason, the
Provider agrees not to participate in Network which
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
contracts directly, or through another Network, with the Medicare or Medicaid
Program on a capitated or risk basis.
B. CORPORATE PROPERTY. Provider understands that METCARE has
developed, considerable investment, an active business entity which deems the
Members who have selected METCARE Participating Providers for primary care
services, as well as METCARE's contracts, manuals, advertising and marketing
materials, and other corporate property ("Property") are of substantial value to
METCARE and Provider hereby acknowledges METCARE's interest in such Property.
C. LIMITATIONS. The Provider covenants that he/she/it will
not, individually or collectively, as a participant in a partnership, sole
proprietorship, corporation or other entity, or as an operator, investor,
shareholder, partner, director, employee, consultant, manager, advisor or in any
other capacity whatsoever, either directly or indirectly, during the term of
this Agreement and for a period of six (6) months after the expiration or
termination of this Agreement for any reason, do any of the following acts:
1. Encourage, solicit, force or otherwise influence
the Members to change their primary care provider, disenroll from their health
plan, or leave the METCARE network;
2. Disclose the names, addresses, or phone or
identification numbers of any Member to any third party, except as required by
process of law or regulation;
3. Sell, assign, transfer, or pledge the Members to
any person or entity;
4. Disclose or disseminate any Property;
5. Induce, request, or advise any employee of METCARE
to leave the employ of METCARE.
D. The Provider agrees that any damages resulting from any
violation hereunder of any of the covenants contained in this section may be
difficult to ascertain and, for that reason, agrees that METCARE will be
entitled to an injunction from any court of competent jurisdiction, without bond
and without having to establish a specific irreparable injury other than as set
forth in this Agreement, restraining any violation of any or all of said
covenants either directly or indirectly and such right to injunction will be
cumulative and in addition to whatever other remedies METCARE may have,
including recovery of damages.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
E. If Provider is in violation of this section, then the
covenants of this section will be extended for a period of time equal to the
period of time during which such breach or breaches occur. If METCARE seeks
injunctive relief from such breach in any court, then the covenant will be
extended for a period of time equal to the pendencies of such proceedings,
including all appeals. The existence of any claim or cause of action by the
Provider, or any of its principals, against METCARE, whether predicated upon
this Agreement or otherwise, will not constitute a defense to the enforcement by
METCARE of the foregoing covenants, but will be litigated separately.
F. Provider will be considered to be in breach of this section
if he/she/it does not take reasonable steps to prevent Participating Physicians
from violating the provisions of this section.
G. Provider acknowledges that he/she/it has agreed to the
provisions of this section in consideration for the execution of this Agreement.
H. The covenants, terms and conditions of this section will
survive the termination of _______________ regardless of the cause of such
termination.
25. LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, and venue is accepted by both
parties for VOLUSIA COUNTY.
26. ATTACHMENTS: Provider accepts that he/she has read and agrees to
Attachments "A," "B- I" and "B-2."
IN WITNESS WHEREOF the undersigned parties have placed their hands and
seals as of the Effective Date above.
METCARE OF FLORIDA, INC., PRIMARY CARE,PHYSICIAN
A FLORIDA CORPORATION
By:_________________________ By:________________________
Print Name/Title Print Name/Title
Address where notices are to be sent:
METCARE of Florida, Inc.
Attn: Xxxx X. Xxxxxxxx
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000-0000
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT "A"
DEFINITIONS
Authorization or Authorized - A determination which allows that Covered
Services are or were medically necessary and meet the standards and criteria for
payment according to MIETCARE's established QA/UM Program. This includes
services which are considered urgent/emergent and routine care, as well as
supplies and equipment provided, arranged or determined medically necessary
according to METCARE's criteria,
Authorization Number - Upon approval of a request for authorization of
Covered Services or services which have been provided in an emergency to a
Member, METCARE, will issue a unique number which will represent authorization
of these services by METCARE.
Capitation Payment - This is the predetermined monthly fee which is
paid by METCARE to the provider under this Agreement for the provision of
Covered Services to the Members who have been assigned to the Provider by
METCARE.
Covered Services - Health care services to which Members are entitled
in accordance to the terms of METCARE, Medicaid Prepaid Program Contract,
Medicare HMO Plan and any other plan or policy to which METCARE and its
Providers participate.
Encounter Form - This is a form which is submitted on a monthly basis
by METCARE. This form is used by the Provider to record requested statistics
relative to the Member's use of Covered Services.
Emergency - Any situation which requires immediate medical treatment of
a suddenly occurring condition in order to prevent the loss of life, irreparable
physical damage or serious impairment of bodily function.
Medicaid Prepaid Program Contract - The contract between METCARE and
HMO or the Florida Agency for Health Care Administration (AHCA) in which METCARE
agrees to provide or arrange for prepaid Health care services to persons
eligible for Medicaid under Title XIX of the Social Security Act.
Medicare Prepaid Plan - The contract between METCARE and HMO or
directly with the Health Care Financing administration (HCFA) to provide
comprehensive services to Medicare eligible recipients.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
Medical Staff B Refers to a hospital's or ambulatory surgical center's
medical staff as that term is defined in the bylaws of the facility medical
staff, and as such bylaws may be amended from time to time.
Medically Necessary - This shall be defined by a contracted HMO or
METCARE in accordance with the QA/UM established criteria which shall include
due consideration of whether services are (a) appropriate with regards to
standards of good medical practice within the surrounding community; (b)
consistent with the symptoms or diagnosis of Member's condition, disease,
ailment or injury; (c) the most appropriate supply or level of service which can
be safely provided to the convenience of the Member; and (d) not solely for the
convenience of the Member, Member's family, Member's physician, hospital or
other health care provider.
Member - An individual who is covered by the HMO and has been assigned
for care to MEETCARE, including newborn children of person's who has been
assigned to METCARE.
Participating Provider - A hospital, physician, ambulatory surgery
center, home health care agency, pharmacy, multi-specialty group practice, or
other health care provider who has entered into an agreement to provide services
covered under METCARE.
Primary Care Covered Services - Those physician services covered by
METCARE as described in Attachment "B" of this Agreement.
Primary Care Physician - A participating provider who has been selected
by or otherwise assigned to a Member to provide Primary Care Covered Services
required by Member, and who is responsible for coordinating the referral of such
Member to specialists, and other allied health care professionals for referral
Covered Services.
Provider's Members - Members who have been assigned to provider by
METCARE for the provision of Medically Necessary Covered Services. This includes
the newborn children of Members who have been assigned to the provider by
METCARE.
Quality Assurance -A program established by METCARE for the purpose of
reviewing and making determinations regarding the quality of performance of
Covered Services rendered to Members. This includes evaluations in regards to
timeliness, quality and appropriateness of medical care by the Quality Assurance
and Utilization Management Committee (QA/UM Committee) and external peer review
bodies.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
Quality Assurance and Utilization Management Program or QA/UM Program -
The program established by METCARE to assure the proper level and quality of
care is provided, including but not limited to, METCARE's policies and
procedures. The QA/UM Program outlined in METCARE policies and procedures may be
changed by METCARE upon written notice to the provider.
Referral Covered Services - Any Covered Services which are not provided
by the Primary Care Physician under the terms defined by METCARE.
Referral Physician - A participating provider responsible for providing
referral coveted services to Members.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT "B"
COVERED SERVICES AND COMPENSATION SCHEDULE
FOR PARTICIPATING PRIMARY CARE PHYSICIANS
1. COVERED SERVICES - The Provider agrees to provide the Covered
Services listed in this attachment directly or to arrange the provision of
Covered Services by a qualified provider approved by METCARE. Covered Services
listed are to be provided in accordance with METCARE's policies and procedures.
Primary Care Services - Services and procedures rendered by a
physician at a physician's office, patients home, hospital or other location
when preventive, diagnostic or therapeutic care is indicated for the treatment
of a particular injury, illness or disease which does not require the knowledge,
skill or expertise of a physician specialist.
Family Planning Services - Covered Services rendered to allow
the patient to make comprehensive, informed decisions about family size, spacing
of births, or to obtain a diagnosis to determine the cause of infertility.
Medicaid Members may, at their discretion, obtain covered family planning
services from any participating Medicaid family planning service provider
without obtaining prior authorization from METCARE.
Well Baby/Child Care - Covered Services which are designed to
diagnose medical conditions of Members under 21 years of age. These include: (a)
immunizations; (b) health screening; (c) referrals to appropriate service
providers and scheduling assistance for those referrals if indicated; and (d)
maintenance of a coordinated tracking system to follow Member through the entire
process of screening and treatment.
Preventive Medicine Services - This includes Covered Services
provided to Members relating to the following: (a) preventive care check-ups;
(b) periodic physical exams; and (c) chronic disease follow-up.
Primary Care Case Management Services - Covered Services
required to plan, direct and coordinate the health care and utilization of
health care services to Provider's Members. Provider is responsible for
arranging all non-emergency health care services for which Provider's Members
are eligible under the Member'sSchedule of Benefits.
Other Services - Provider shall provide the following Covered
Services: Laboratory and X-ray services normally provided in the Provider's
office, as limited by the
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
METCARE list of in-office procedure, EKG services, Covered Non-Emergency
Transportation Services (When rendered by Contracting Provider).
2. BILLING TIMING. METCARE agrees to pay Provider within thirty (30)
days from METCARE's receipt of a valid claim. (If capitated, METCARE agrees to
pay capitation by the 20th of the month.)
3. COMPENSATION SCHEDULE - PLEASE SEE ATTACHMENTS "B-1," "B-2," and
"B-3."
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT "B-1"
COMPENSATION SCHEDULE - COMMERCIAL
The parties acknowledge and agree that the description of Covered Services set
forth in this Agreement are also subject to terms and conditions of the
applicable Subscriber Contract.
HEALTH CARE, EXPENSE FUND (HCEF)
1. METCARE shall create an HCEF and contribute 70% of premiums received
for all medical services for each Individual and Commercial Member assigned to
METCARE.
2. Any service rendered to Members who enrolled in the HM0 under
misleading or fraudulent means will not be considered a Covered Service/Benefit.
Pursuant to Section 641.315(2)(a) Florida Statutes and per the applicants
signature on the enrollment form, a provider may xxxx a patient directly for
services not covered by METCARE.
3. The Provider is fully responsible for the collection of applicable
co-payments from Members.
4. From this HCEF, the METCARE shall pay Provider a Primary Care
capitation to provide the services defined in Attachment B. The monthly
capitation payments for each Member are as follows:
SEE ATTACHED
5. METCARE agrees to make the capitation payments to the Primary Care
Physician no later than the twentieth (20) of the month.
6. METCARE agrees to reimburse Provider as follows for the following
procedures in addition to, the monthly capitation amount:
CPT CODE DESCRIPTION FEE
-------- ----------- ---
90701 DPT Immunization 13.85
90702 DT 8.00
90703 Tetanus Toxoid 11.14
90707 MMR Immunization 35.00
90712 OPV 15.73
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
90713 Poliomyelitis Injection 21.00
00000 Xxxxxxx-Xxxxxxxxxx 3.32
90720 DBTHib (Tetramune) 32.72
90724 Influenza 9.00
90731 Hepatitis B, Pediatric 25.00
90732 Pneumococcal Vaccine 16.00
90737 HIB 22.00
90733 Meningoococcal Vaccine 50.00
90741 Immune Serum Globulin 9.00
90742 Rabies Immunoglobulin (2 ml) 51.00
00000 Xxxxxxxxx 33.00
7. METCARE agrees to reimburse Provider on a fee-for-service basis at
75% of Medicare's RBRVS for services rendered to another Primary Care
Physician's Members.
Fee-for-service reimbursement will be less any applicable
co-payments, deductibles or amounts due for non-Covered Services.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT K
SHARED DELEGATION OF UTILIZATION MANAGEMENT
Shared Delegation of Utilization Management Program. PPM agrees to accept the
assignment of and the shared responsibility for the following utilization
management functions related to assigned HUMANA HMO Members indicated below from
HUMANA, and to follow any utilization management program as may be required by
any law, regulatory or accrediting body or coverage agreement or implemented by
HUMANA.
X's to be added after delegation site review
FUNCTION PPM HUMANA
--------------------------------------------------------------------------------
Preadmission Review, including medical
necessity determination
--------------------------------------------------------------------------------
Prior Authorization
--------------------------------------------------------------------------------
Transplantation Services
--------------------------------------------------------------------------------
Admission notification
--------------------------------------------------------------------------------
Concurrent Review
--------------------------------------------------------------------------------
Retrospective Review
--------------------------------------------------------------------------------
Discharge Planning
--------------------------------------------------------------------------------
Inpatient potential quality of care concern
identification
--------------------------------------------------------------------------------
Primary Care Provider profiles including
over-and-under utilization
--------------------------------------------------------------------------------
Ambulatory Services monitoring, including
medical necessity determination for
outpatient services and procedures
--------------------------------------------------------------------------------
Referral Management
--------------------------------------------------------------------------------
Review of denials
--------------------------------------------------------------------------------
Communication of appeal and/or grievance
rights to Humana members of services or
claim payment denied by Provider
--------------------------------------------------------------------------------
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT K (con't)
--------------------------------------------------------------------------------
Request for Durable Medical Equipment
--------------------------------------------------------------------------------
Request for Home Health
--------------------------------------------------------------------------------
Request for Case Management
--------------------------------------------------------------------------------
Skilled nursing facility admission and
coverage
--------------------------------------------------------------------------------
Out of area services
--------------------------------------------------------------------------------
Monitoring timeliness and consistency of
UM staff
--------------------------------------------------------------------------------
Request for Skilled nursing
--------------------------------------------------------------------------------
HUMANA shall review and approve PPM's Utilization Management Program, annual
plan and annual utilization management evaluation. Any changes shall also be
approved by HUMANA prior to the effective date of the proposed change. PPM
further agrees that HUMANA shall be allowed to change or revise PPM's
utilization management program at any time, provided that such changes or
revisions be provided to PPM in writing, to be effective within a reasonable
time frame after receipt by PPM. PPM shall provide an implementation plan within
three (3) business days of receipt of any change. PPM shall implement and comply
with the PPM utilization management program as revised periodically. PPM shall
provide HUMANA with access to utilization management documentation for review
upon request by HUMANA. Annually, PPM shall have approved their annual
utilization management plan prior to its implementation.
PPM shall allow HUMANA to monitor the quality and effectiveness of the
utilization management program through periodic audits performed by HUMANA (or
HUMANA subcontractor) upon written request. Problems identified by HUMANA shall
be resolve in a time frame approved by HUMANA.
PPM shall submit for the areas of utilization management that are delegated the
following quarterly utilization data applicable and quarterly narrative summary
to HUMANA for oversight purposes:
# Inpatient: Total number admissions; admissions per 1,000 members;
average length of inpatient stay; total number inpatient admission
denials; overturn denial rate.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT K (con't)
# Outpatient: Total number referrals approved by specialty or procedure;
referrals approved by specialty or procedure per 1,000 members; total
number outpatient referral denials; overturn denial rate.
# Skilled nursing: Total number admissions; admissions per 1,000 members;
average length of inpatient stay; total number inpatient admission
denials; overturn denial rate.
# Summary of Home Health utilization.
# Summary of utilization of Durable Medical Equipment.
# Summary of over utilization monitoring including problems identified,
corrective actions initiated and outcomes.
# Summary of underutilization monitoring including problems identified,
corrective actions initiated and outcomes.
# Concurrent review activities describing discharge planning activities
and including total number of continued stay denials.
PPM shall submit encounter data for all services on a monthly basis. This data
will be in a format and media agreed to by PPM and HUMANA. The minimal required
fields include:
1. The patient identified by the subscribers ID# (=SSN) plus
first name.
2. Date of Birth.
3 The provider identified by the Humana provider number.
4. Diagnosis by ICD9, all 5 digits REQUIRED. Up to 10 per
encounter.
5. Date of Service (beginning and end).
6. Procedure by CPT4, HCPC, Revenue code (for hospitals) or ASA
(for anesthesia). There is no limit to the number of codes
that can be entered.
7. Place of Service.
On a concurrent basis, PPM will notify HUMANA of any denial of inpatient
services prior to such denial. PPM will maintain a file of all outpatient
denials of services to HUMANA Members. This file will be submitted to HUMANA on
a monthly basis. HUMANA retains the right to approve, modify or suspend any
utilization management activity by PPM as it pertains to Members.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT K (con't)
PPM is responsible for notifying HUMANA of any sanctions incurred following
review by any federal, state or voluntary accreditation agencies.
Indemnification. PPM agrees to indemnify and hold HUMANA and its agents,
employees, officers and affiliates harmless from any and all claims, losses,
liabilities,* lawsuits and expenses arising out of or in relation to the
delegated functions and activities pursuant to this Attachment.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT "B-2"
COMPENSATION SCHEDULE - MEDICAID
94
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
--------------------------------------------------------------------------------
Request for Durable Medical Equipment
--------------------------------------------------------------------------------
Request for Home Health
--------------------------------------------------------------------------------
Request for Case Management
--------------------------------------------------------------------------------
Skilled nursing facility admission and
coverage
--------------------------------------------------------------------------------
Out of area services
--------------------------------------------------------------------------------
Monitoring timeliness and consistency
of UM staff
--------------------------------------------------------------------------------
Request for Skilled nursing
--------------------------------------------------------------------------------
HUMANA shall review and approve PPM's Utilization Management Program, annual
plan and annual utilization management evaluation. Any changes shall also be
approved by HUMANA prior to the effective date of the proposed change. PPIVI
further agrees that HUMANA shall be allowed to change or revise PPM's
utilization management program at any time, provided that such changes or
revisions be provided to PPM in writing, to be effective within a reasonable
time frame after receipt by PPM. PPM shall provide an implementation plan within
three (3) business days of receipt of any change. PPM shall implement and comply
with the PPM utilization management program as revised periodically. PPM shall
provide HUMANA with access to utilization management documentation for review
upon request by HUMANA. Annually, PPM shall have approved their annual
utilization management plan prior to its implementation.
PPM shall allow HUMANA to monitor the quality and effectiveness of the
utilization management program through periodic audits performed by HUMANA (or
HUMAW subcontractor) upon written request. Problems identified by HUMANA shall
be resolv& in a time frame approved by HUMANA.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT "B-3"
COMPENSATION SCHEDULE - MEDICARE
The parties acknowledge and agree that the description of Covered
Services set forth in this Agreement are also subject to the terms and
conditions of the applicable Subscriber Contract.
Fees for Covered Services provided by Participating Primary Care
Physician to Members pursuant to this Agreement shall be as follows:
CAPITATION SCHEDULE - $38.00PMPM
ALTERNATE PAYMENT SCHEDULE To the extent that METCARE or HMO Members
are provided medical service by provider at the request or instruction of
METCARE, and no fee has been specifically and previously detailed, METCARE and
Provider agree the Provider will be paid 60% of the Medicare Allowable.
INCENTIVE POOLS - On a Quarterly basis PCP will be paid 10% of the net
profit of the Part A and Part B pools.
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PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT "B"
CREDENTIALING RESPONSIBILITY
____ Provider assumes the responsibility for credentialing, Provider expressly
agrees to allow monitoring and oversight by METCARE, as well as, implementing
such oversight, to provide assurance that all licensed medical professionals are
credentialed in accordance with METCARE's and the Agency for Health Care
Administration's credentialing requirements.
____ Provider will submit completed and signed credentialing packages which have
been supplied by METCARE for each Provider under this contract and wish for the
METCARE to credential the Providers under this Agreement.
Please read the statements above, check the applicable response and sign below:
Signature of Provider: Date:
PLEASE INCLUDE ALL LOCATIONS WHERE YOU PROVIDE SERVICES
Practice Name:____________________________________________________________
Office Manager:___________________________________________________________
Address:__________________________________________________________________
City, State, Zip:_________________________________________________________
County:_____________________________ Tax I.D.___________________
Office Hours:_______________________ Ages Seen:_________________
Phone#:_____________________________ Fax:_______________________
Make Checks Payable To:___________________________________________________
Address to mail Claim Checks:_____________________________________________
Address to mail Cap Checks:_______________________________________________
Use Additional Sheets If Necessary.
97
PHYSICIAN PRACTICE MANAGEMENT PARTICIPATION AGREEMENT
ATTACHMENT TO AGREEMENT BETWEEN
METCARE AND
--------------------------------------------
(Print name of contracted entity/practice name)
The contracting entity is a:
____ (P.A.) ____ (Partnership) ____(Corporation) ____ (IPA) ____ (PHO)
Each individual desiring to become a participating provider under terms
and conditions of the referenced Agreement dated acknowledges his/her intention
by signing below:
--------------------------------- ---------------------------------
PRINT NAME AND TITLE SIGNATURE
98
PHYSICIAN AMENDMENT
THIS AMENDMENT is entered into by and between Humana Medical Plan, Inc. (a
health maintenance organization) and Humana Health Insurance Company of Florida,
Inc. (a Florida Insurance company) and Humana Insurance Company and Employers
Health Insurance Company (insurance companies) and their affiliates (hereinafter
referred to as ("Humana") and the undersigned physician, or physician group, or
Independent practice association, or physician practice management organization,
as applicable, and where applicable any employed and/or subcontracted and/or
independently contracted health cars providers and/or health care professionals
of the undersigned physician, or physician group, or independent practice
association, or physician practice management organization, as applicable
(hereinafter collectively referred to as "Physician').
WITNESSETH
WHEREAS, Humana and Physician entered into a provider participation agreement
(hereinafter the "Agreement") and pursuant to which Physician agreed to provide
and/or arrange for the provision of services to Humana Members at negotiated
rates; and
WHEREAS, Humana and Physician desire to amend the Agreement to include the
following provisions solely as they relate to the Medicare lines of business:
A: CONFLICT OF TERMS. Humana and Physician acknowledge and agree that in
the event of any conflict between the terms and conditions of the
Agreement and this Amendment, the terms and conditions of this
Amendment shall control as it relates to the Medicare lines of
business.
B: LICENSURE/CERTIFICATION/REGISTRATION/ACCREDITATION. Physician shall
maintain for the term of the Agreement, and any renewal terms
thereafter, such licensure, certification, registration, and/or
accreditation where applicable, as required by federal and/or state
law, rule or regulation and in accordance with Humana's policies and
procedures.
C: MEDICARE COMPLIANCE. Physician shall comply with and is subject to all
applicable Medicare program rules and regulations as implemented and as
amended by the Health Care Financing Administration ("HCFA"), including
without limitation Humana's and federal and state regulatory agencies'
rights to audit Physician's operations, books, records and other
documentation related to Physician's obligations under the Agreement,
as well as all other federal and state laws, rules and regulations
applicable to individuals and entities receiving federal funds,
including without limitation Title VI of The Civil Rights Act of 1964,
The Age Discrimination Act of 1975, The Americans With Disabilities Act
and The
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Rehabilitation Act of 1973. The parties acknowledge and agree that
payment from Humana for services rendered to Humana Medicare Members is
derived, in whole or in part, from federal funds received by Humana
from HCFA.
Physician hereby represents that Physician and all employees,
subcontractors and/or independent contractors of Physician providing
and/or who will provide services under the Agreement, includi - ng
without limitation health care, utilization review, medical social work
and/or administrative services, each maintains full participation
status in the federal Medicare program, and/or is not excluded from
participation in the federal Medicare program.
In order to ensure compliance under the Agreement and this Amendment,
Physician acknowledges and agrees to retain all contracts, books,
documents, papers and other records related to the provision of
services to Humana Medicare Members and/or as related to Physician's
obligations under the Agreement for a period of not less than six (6)
years from: (I) each successive December 31; or (II) the and of the
contract period between Humana and HCFA; or (III) from the date of
completion of any audit, whichever is later.
Physician acknowledges and agrees to cooperate with the activities
and/or requests of any independent quality review and improvement
organization utilized by and/or under contract with Humana as related
to the provision of services to Medicare Members.
D: HUMANA PARTICIPATING PROVIDER. Physician acknowledges and agrees that
health care providers, including without limitation, physicians and
other providers of medical services rendering medical services to
Humana Members shall be subject to Humana's credentialing process prior
to receiving status as a Humana Participating Physician.
E: HUMANA POLICIES AND PROCEDURES. Physician agrees to abide by all
quality assurance, quality improvement, accreditation, risk management,
utilization review, credentialing, recredentialing, fiscal and other
administrative policies and procedures established and revised by
Humana from time to time. Physician shall be notified of any revisions
to the policies and procedures and they shall become binding upon
Physician thirty (30) days, or such lesser period of time as required
by a federal or state regulatory agency, after Humana has notified
Physician. Any revisions affecting Physician shall not be
discriminatory and shall apply to all Participating Providers similarly
situated.
Physician agrees to cooperate with Humana's implementation of its
health risk assessment program.
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F: PATIENT COMMUNICATIONS. The parties acknowledge and agree that nothing
contained in the Agreement or in this Amendment is intended to
interfere with or hinder communications between health care provider(s)
and Members regarding patient treatment. Physician will discuss with
Members their health status and all medical care and treatment options
which Physician and/or the Member's treating physician deems clinically
necessary and appropriate, regardless of any coverage or payment
determination(s) made or to be made by Humana.
G: CLAIMS PROCESSING/PROMPT PAYMENT. Humana shall process claims for
Covered Services rendered to Members and shall make payments to
Physician on a timely basis using Humana's normal claims processing
policies, procedures and guidelines and in accordance with applicable
federal and state laws, rules and regulations regarding the timeliness
of claims payments. Accordingly, Humana will promptly approve or deny
completed claims submitted for payment in accordance with an initial
determination by Humana or an appeal of a denied claim. For purposes of
this section, a claim is approved or denied "promptly" if it is
approved or denied within the time provided for by HCFA and any "prompt
payment" statute of Florida.
In the event that Humana has delegated all or any part of the claims
payment process to Physician under the terms and conditions of the
Agreement, Physician shall comply with all federal and state laws,
rules and regulations regarding the timeliness of claims payments to
which Humana is subject, including without limitation any time frames,
notice and/or penalties relating to payment provided for by HCFA and
any "prompt payment" statute of Florida.
H: EMERGENCY AND URGENTLY NEEDED SERVICES. Humana will pay for emergency
and urgently needed services for covered Members, which services are
rendered by Physician as follows:
(I) Any medical screening examination or other evaluation required
by state or federal law, rule or regulation which is necessary
to determine whether an emergency medical condition exists
which will be provided to a covered Member in the emergency
department of a hospital;
(II) Medically Necessary emergency and urgently needed services,
including treatment and stabilization of an emergency medical
condition; and
(III) Services originating in a hospital emergency department
following treatment and stabilization of an emergency medical
condition as provided for by Humana.
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Physician will contact Humana for pre-authorization of
post-stabilization care. Humana will approve or deny coverage of
post-stabilization care as requested by the treating physician within
the time appropriate to the circumstances relating to the delivery of
the services and the condition of the patient, but in no xxxx.xx exceed
one (1) hour.
I: ENCOUNTER DATA. In the event that Physician is reimbursed for Covered
Services on a capitated basis, and no claims for services are submitted
to Humana at the time of service, Physician agrees to provide Humana
accurate and complete information ("Encounter Data") regarding the
provision of Covered Services for Members in the form of a complete
HCFA 1500 and/or UB92 form, or their respective successor form(s) as
required by HCFA, or such other format as is mutually agreed upon by
both parties. Encounter Data shall include, at a minimum, Member
identification and demographic information, Physician and/or treating
health care provider and/or health care professional, as applicable,
tax identification number, date of service, all applicable CPT-4 and
ICD-9 codes, and where applicable billed charges.
Physician acknowledges and agrees that such Encounter Data shall be
provided to Humana on a monthly basis on or before the last day of each
month for encounters occurring in the immediately preceding month. In
the event Physician fails to provide, or arrange for the provision of,
the Encounter Data by the date specified above, and upon Humana's
notice to Physician of such failure, Physician shall have thirty (30)
days from the date of said notice to develop a corrective action plan
acceptable to Humana to ensure compliance with the timely submission of
the Encounter Data. In the event the corrective action plan is
unacceptable to Humana, or the corrective action plan falls to correct
the problem within sixty (60) days of implementation of the corrective
action plan, Humana, at its sole discretion, may: (I) withhold
Physician's subsequent payments; or (II) pend such payments until such
Encounter Data is submitted to Humana in an acceptable form; or (III)
terminate this Agreement upon sixty (60) days written notice to
Physician.
On an annual basis and at other times upon request, Physician further
acknowledges and agrees to provide Humana and/or HCFA a certification
as to the accuracy, completeness and truthfulness of the Encounter Data
submitted to Humana and/oc HCFA.
J: MEMBER HOLD HARMLESS. Physician hereby agrees that in no event,
including, but not limited to nonpayment by Humana, Humana's Insolvency
or breach of this Agreement, shall Physician xxxx, charge, collect a
deposit from, seek compensation, remuneration or reimbursement from, or
have any recourse against Members of Humana or persons other than
Humana acting on their behalf for Covered Services provided pursuant to
this Agreement. This provision shall not prohibit collection from
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102
Member of any non-covered service amounts and/or Copayments in
accordance with the terms of the agreement between Humana and the
Member and with the terms of this Agreement.
Physician agrees that in the event of Humana's insolvency or other
cessation of operations, benefits to Members will continue for the
period for which premium has been paid and benefits to Members confined
in an inpatient facillity on the date of insolvency or other cessation
of operations will continue until discharge.
Physician further agrees that: (I) this provision shall survive the
termination of this Agreement regardless of the cause giving rise to
termination and shall be construed to be for the benefit of the Member;
(II) this provision supersedes any oral or written contrary agreement
now existing or hereafter entered into between Physician and Member or
persons acting on their behalf; and (III) this provision shall apply to
all employees and subcontractors of Physician, and Physician shall
obtain specific agreement to this provision from such persons.
Any modification, addition, or deletion to this Section J shall not
become effective until after the Commissioner of Insurance has given
Humana written notice of approval of such proposed changes, or such
changes are deemed approved in accordance with State laws.
K: MEDICALLY NECESSARY SERVICES. Nothing contained herein is intended by
Humana to be a financial incentive or payment that directly or
indirectly acts as an inducement for Physician to limit Medically
Necessary services.
L: SUBCONTRACTING. Physician agrees that in the event he/she/it employs
and/or subcontracts with physicians or other licensed health care
providers and/or health care professionals to be covered under the
Agreement, such employee and/or subcontractor of Physician shall be
subject to all of the terms and conditions of the Agreement including
but not limited to the following:
Physician represents and warrants that it is authorized to negotiate
terms and conditions of provider agreements and further to execute such
agreements for and on behalf of itself and any employees and
subcontractors.
Physician shall provide directly, or through appropriate arrangement
with physicians and other licensed health care professionals and/or
providers, medical services for Members. It is understood and agreed
that said Physician shall maintain written agreements with the
Physician's physicians, and other licensed health care professionals
and/or providers of medical cars, where applicable, in a form
comparable to, and consistent with, the terms and conditions
established in the
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Agreement and this Amendment, and In a form approved by Humana. A
temple copy of the agreement between Physician and physicians and other
licensed health care professionals and/or providers In effect at the
time of the signing of the Agreement, and/or this Amendment, as
applicable, Is attached as Exhibit A, which hereby is incorporat ' ad
by reference and made a part of the Agreement and this Amendment. In
the event of a conflict between the language of the downstream provider
agreements and the Agreement and/or this Amendment, the language in the
Agreement and/or this Amendment shall control. Physician agrees to
notify Humana of any material change(s) to the aforementioned
agreements at least thirty (30) days prior to implementing such
change(s), during which period, Humana may object to the change(s).
Humana's notice of objection shall not preclude Physician's
implementation of such change(s), but Physician agrees that any such
change(s) shall not be contrary to, in violation of, or inconsistent
with the terms of the Agreement and/or this Amendment. In the event
Humana notifies Physician of its objection, both parties-agree to make
a good faith effort to resolve such dispute In a timely manner.
Physician shall have, for the term of this Agreement, agreements with
licensed providers of medical services that: (I) shall be in writing
and on contract forms approved by Humana; and (II) shall include terms
and conditions which comply with all applicable requirements for
provider agreements under state and federal laws, rules and
regulations; and (III) shall appoint Humana as the Physician's
authorized agent for the payment of claims for Covered Services
rendered to Humana Members submitted by such licensed providers; and
(IV) shall contain provisions for holding Humana harmless from and
against any and all disputes between such licensed providers and Humana
concerning the adjudication and the amount of the payment of the claims
to the extent Humana relies on Physician's adjudication of such claims
submitted for Covered Services rendered to Humana Members. In addition,
from and after the Effective Date hereof, agreements with independent
contractor physicians of Physician shall contain a provision to extend
automatically at Humana's election the, terms of such agreements to
Humana in the event that the Agreement terminates for any reason for
the lesser of the remaining term of such agreements.or one (1) year.
M: PHYSICIAN INCENTIVE PLANS. Upon request, Physician agrees to disclose
to Humana within a reasonable time period not to exceed thirty (30)
days, or such lesser period of time required for Humana to comply with
all applicable state and federal laws, rules and regulations, from such
request, the terms and conditions of any payment arrangement that
constitutes a physician incentive plan as dafined HCFA and/or any state
of federal law, between Physician and physicians. Such disclosure shall
be In the form of a certification, or other form as required by HCFA,
by Physician and shall identify, at a minimum: (I) whether services not
furnished by the physician(s)
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are included; (II) the type of incentive plan, including the amount,
identified as a percentage, of any withhold or bonus; (III) the amount
and type of any stop-loss coverage provided for or required of the
physicians; and (IV) the physician(s) patient panel size, broken down
by total physician(s) panel and individual physician panel size, by the
type of Insurance coverage (i.e. Commercial HMO, Medicare HMO and
Medicaid HMO).
N: TERMINATION. Before terminating the Agreement, or any individual health
care professional providing services to Humana Members under the
Agreement, Humana shall provide a written explanation to the Physician,
or the individual health care Professional, as applicable, of the
reason(s) for termination and shall comply with all relevant
regulations promulgated by HCFA.
To the extent the Agreement contains a provision for the termination of
the Agreement without cause, the parties acknowledge and agree that any
termination of the Agreement without cause requires at least sixty (60)
days' prior written notice, or such period of time as set out in the
Agreement, whichever is longer, to each other.
O: ADVISORY REVIEW OF TERMINATION. In accordance with HCFA rules,
regulations and guidelines, individual physicians, as applicable, upon
written request and before the effective date of termination of such
individual physician from participation under the Agreement, will be
entitled to an advisory panel review of such termination. The advisory
panel will be appointed by Humana. This provision shall not apply in
cases where there is: (I) imminent harm or the threat of imminent harm
to a Humana Member's health, safety or welfare; or (II) action taken by
a state medical, dental or other professional licensing board, or other
governmental agency that effectively impairs the individual physician's
ability to practice medicine; or (III) fraud or other malfeasance. The
decision of the advisory panel must be considered but is not binding
upon Humana. Humana shall provide the individual physician upon written
request, a copy of the recommendation of the advisory panel and
Humana's final determination. Notwithstanding anything to the contrary
in this Section O, in the event that Florida law, rule or regulation
contains provisions specifically providing for a substantially similar
advisory panel review of terminations of individual physicians from
participation in a health maintenance organization's provider delivery
network(s), and to the extent such state law, rule or regulation is not
preempted by and/or is not inconsistent with HCFA rules and
regulations, such state law, rule or regulation regarding advisory
panel reviews of individual physician terminations shall control.
P: DELEGATION OF SERVICES. In the event that Humana delegated certain
identified administrative activity(s) to Physician under the terms and
conditions of the
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Agreement, Physician acknowledges and agrees that any sub-delegation of
the noted administrative activity(s) by Physician requires the prior
written approval of Humana. Physician represents and warrants that the
terms and conditions of any agreements with employed and/or
subcontracted physicians and/or other health care providers and/or
health care professionals of Physician to perform services under the
Agreement and/or this Amendment contain terms and conditions similar to
those contained in the Agreement and/or this Amendment. Notwithstanding
anything to the contrary in the Agreement and/or in this Amendment, and
in order to ensure Humana's compliance with its contract with HCFA,
Humana will monitor Physician's performance of any delegated
administrative activity(s) on an ongoing basis and hereby retains the
right to modify, suspend or revoke such delegated administrative
activity(s) in the avant Humana and/or HCFA determines, in their
discretion, that Physician is not meeting or has failed to most its
obligations under the Agreement and/or this Amendment, related to such
delegated administrative activity(s). Physician acknowledges and agrees
that in event of any conflict between the terms and conditions of
Physician's subcontracts and those contained in the Agreement and/or
this Amendment as they relate to any delegation of administrative
activity(s), the terms and conditions of the Agreement and/or this
Amendment shall control.
Except as specifically amended hereby, the terms and conditions of the
Agreement remain the same.
The parties have the authority necessary to bind all of the entities
identified herein and have executed this Amendment to be effective as
of JANUARY 1, 2000.
Humana Physician
By:_______________________________ By:__________________________________
Print Name:_______________________ Print Name:__________________________
Title:____________________________ Title:_______________________________
Date:_____________________________ Date:________________________________
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EXHIBIT A
SAMPLE COPY OF PHYSICIAN DOWNSTREAM PROVIDER AGREEMENT(S)
SEE ATTACHED.
