1
Exhibit 10.2
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MANAGEMENT SERVICES ORGANIZATION
FEE FOR SERVICE AGREEMENT
This is an Agreement between Optimum Health Services of Florida, Inc., "Group",
and SunStar Healthcare, Inc., "Company", entered into as of the 1 day of July
1998, the "Effective Date".
WHEREAS, Company will operate as a health maintenance organization under
the Florida Insurance Code and the rules and regulations thereunder ("Act") to
provide or arrange for health care services and perform administrative services
for individuals and for group health benefit plans; and
WHEREAS, Group means the above-referenced Group, which is a partnership,
association, corporation or other legally constituted entity existing under the
laws of the State of Florida organized to arrange for the provision of
professional medical services (1) whose Group Physicians share equipment,
facilities, records, administrative services and/or personnel in such a manner
as is deemed acceptable to Company and (2) which can bind its Group Physicians
to the terms of this Agreement; and
WHEREAS, Company desires to contract with Group on behalf of Company and
Group desires to contract with Company to arrange for the provision of licensed
health care professionals to render medical and health care services to Members;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and undertakings hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
(a) "Affiliates" means any entity controlled by or which controls
Company or Group. Control will mean the right or authority,
granted by a board of directors, to direct the management of the
affairs of the other entity.
(b) "Company Medical Director" means a licensed physician engaged by
Company to supervise and direct the conduct of the Utilization
Management program in the geographic area that includes Group's
Service Area.
(c) "Contracting Provider" means any medical group or medical
organization, physician (also referred to herein as "Contracting
Physician"), hospital (also referred to herein as "Contracting
Hospital") and other health care providers, who have entered
into a written agreement with Company or Group to provide
Covered Services to Members.
(d) "Contract Year" means a period of twelve (12) months commencing
on either the Effective Date of this Agreement or any subsequent
anniversary of the Effective Date of this Agreement.
(e) "Covered Services" means only such medical care, treatment and
supplies that (1) are provided by licensed health care providers
to Members, (2) are benefits under the terms
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of such Member's Group Subscriber Contract and (3) are services
mandated by the Act now or in the future.
(f) "Emergency" means the sudden, unexpected onset of a medical
condition manifesting itself by acute symptoms of sufficient
severity, including severe pain, such that the absence of
immediate medical attention could reasonably be expected to
jeopardize the life or health of a patient, including a pregnant
woman or fetus, cause serious injury to or impairment of bodily
functions or cause serious dysfunction to any bodily organ or
part. With respect to a pregnant woman, an emergency medical
condition exists when there is inadequate time to effect safe
transfer to another hospital prior to delivery, when a transfer
may pose a threat to the health and safety of the patient or
fetus, or when there is evidence of the onset and persistence of
uterine contractions or rupture of the membranes. All
determinations of whether or not an Emergency exists will be
subject to retrospective review and approval or disapproval by
Company Medical Director pursuant to the Utilization Management
program pursuant to Section 6 of this Agreement.
(g) "Group Medical Director" means a licensed physician appointed by
Group to be responsible for managing and directing the Group
Physicians rendering Covered Services to Members.
(h) "Group Physician" means a physician who is a member of, or is
employed by, or has contracted with Group and has agreed to
provide Covered Services pursuant to this Agreement. Group
Physician includes any physicians not contracting with or
employed by Group who have agreed to temporarily cover Group
Physician's practice.
(i) "Group Subscriber Contract" means a contract issued by Company
to a group health benefit plan sponsored or maintained by an
employer, labor union, association or trust under which payment
for health care services is provided.
(j) "Member" means any individual covered under a Group Subscriber
Contract or other contract issued by Company.
(k) "Pre-Certification" means a determination in accordance with
Company's Utilization Management program.
(l) "Primary Care Physician" means a Group Physician, as designated
by Group and approved by Company, who practices as an Internist,
Pediatrician, Family Practitioner or General Practitioner and
with whom a Member has established a physician-patient
relationship pursuant to which that physician has responsibility
for ongoing care of that Member in both health maintenance and
therapy for illness or injury, for maintaining overall
coordination and continuity of patient care and for initiating
referrals for specialist care for that Member.
(m) "Service Area" means the State of Florida. In no event, however,
will Service Area include any areas outside Company's approved
service area.
(n) "Utilization Management" means the program administered by
Company, or Group if delegated, with the specific goal of
determining whether or not care or treatment meets the
requirements of Section 5(n) hereof. The Utilization Management
program is described in Section 6, and may include also without
limitation (i) additional prospective review, (ii) concurrent
review, (iii) retrospective review and/or (iv) case management.
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2. TERM AND TERMINATION. The initial term of this Agreement begins on the
Effective Date of this Agreement and will continue in effect for a
period of thirty-six (36) months. Thereafter, this Agreement will
automatically be renewed for successive one (1) year terms unless
terminated as herein provided. This Agreement will terminate as
specified within the initial term or thereafter upon the occurrence of
any of the following events:
(a) Automatically and without notice upon the cancellation of
Group's general or professional liability insurance maintained
in accordance with Sections 11(a) and 11(b); or upon Group's
suspension by a State or the Federal Government from
participation in the Medicare or Medicaid programs due to fraud
or abuse.
(b) Upon sixty (60) days prior written notice from Company to Group
if any action is initiated against Group or any Group Physician
of a kind specified in Sections 5(p) or 5(q) hereof and if no
bona fide attempt by Group is made to rectify the action
initiated against Group or any Group Physician, and the
conditions giving rise to the action, during such sixty (60) day
period.
(c) Upon sixty (60) days prior written notice from Company to Group
if Group or any Group Physician changes affiliations, admitting
privileges or specialty status in such a way as to substantially
limit Group's range of services or access to Contracting
Hospitals. Group will have a thirty (30) day cure period in
which to cure any network deficiency that has been deemed to
substantially limit Group's scope of Covered Services or access
to Contracted Hospitals.
(d) By either party, by written notice thereof to the other party
and to the Department of Insurance, if the other party commits a
material breach of any warranties, covenants or obligations,
provided that the breaching party fails to cure that breach
within sixty (60) days after the written notice of default is
given by the terminating party.
(e) Automatically and with sixty (60) days written notice to the
Department of Insurance on such date as either party becomes
insolvent, or is adjudicated as bankrupt, or its business comes
into possession or control, even temporarily, of any trustee in
bankruptcy, or a receiver is appointed for it or it makes a
general assignment for the benefit of creditors. No interest in
this Agreement will be deemed an asset or liability of either
party, nor will any interest in this Agreement pass by operation
of law without the consent of the other party.
(f) Immediately upon written notice from Company if Group makes or
has made any untrue statements of material fact or any
intentional misrepresentation of any fact, whether or not
material, in any claim for payment, in any application form or
Quality Assessment Questionnaire or in any statement made by
Group to Company.
(g) Upon sixty (60) days prior written notice, given with cause by
either party to the other and to the Department of Insurance.
Company does not have to provide sixty (60) days prior written
notice in cases where a Member's health is subject to imminent
danger or the Group's ability to practice medicine is
effectively impaired by an action by the Board of Medicine or by
any other governmental agency, except in the case of failure to
pay by Company to Group, in which case Group may terminate this
Agreement by giving thirty (30) days written notice.
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(h) If any action of a kind specified in Section 5(s) is initiated
against a Group Physician, Company may, in lieu of or in
addition to terminating Group as provided in Sections 2(a) and
2(b) above, terminate such Group Physician's authority to
provide Covered Services under this Agreement effective
immediately upon notice thereof.
(i) Immediately upon written notice from Company if Group fails to
make refunds as specified under Section 5(j)(ii) or if Group
fails to make payments as specified in Section 5(o).
(j) Nonpayment for goods or services rendered by Group to Company
shall not be a valid reason for Group to avoid advance written
notice of cancellation as set forth in this Section.
(k) Following the effective date of termination of this Agreement,
this Agreement will be of no further force or effect except that
each party will remain liable for any obligations or liabilities
arising from activities undertaken prior to the effective date
of termination. Upon any such termination or withdrawal of a
Group Physician, whether by termination of this Agreement or
otherwise, the Company shall continue to be liable to pay in
accordance with Section 3 hereof and the Fee Schedule in effect
immediately prior to such termination for Covered Services
rendered by that Group Physician under the terms and conditions
of this Agreement to any Member who is under the care of that
Group Physician at the time of such termination or withdrawal,
and that Group Physician shall be obligated to provide Covered
Services for a period of up to thirty (30) days, or until
reasonable and medically appropriate arrangements for the
assumption of such care by another provider are made. During
this period, Company will reimburse Group 100.0% of the relative
value reimbursement (RBRVS) for any continued episodic Covered
Services, unless reasonably and medically appropriate
arrangements for the assumption of such care by another provider
are made. The Group shall be responsible for cooperating with
the Company in order to make reasonable and medically
appropriate arrangements for the assumption by other Group
Physicians for the care of Members who are under the care of any
terminated or withdrawn Group Physician.
(l) Immediately upon the issuance of an order by the Department of
Insurance.
3. GROUP COMPENSATION. Company will compensate Group as described in
Exhibit II. Where Company has contracted on behalf of a group benefit
plan, that group benefit plan will be solely responsible for
compensation payment under this paragraph.
4. RESPONSIBILITIES OF THE COMPANY.
(a) Regulatory Compliance. Company will comply with all requirements
of the law and regulations of governmental agencies relating to
the business of health maintenance organizations and any other
business in which Company is engaged relating to this Agreement,
and will obtain and maintain in effect all permits, licenses and
governmental approvals necessary for that purpose.
(b) Promotion. Company, its parent or its Affiliate will make
available and promote Company's Group Subscriber Contracts,
subject to the standards of lawfulness, reasonableness and
protection of the health and interests of Members.
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(c) Enrollment Requirements. Company will provide in its Group
Subscriber Contracts that (1) Members will be required to enroll
to receive all Covered Services from or through one medical
organization that is a Contracting Provider such as Group and
(2) Members will be permitted to change their enrollment from
one such medical organization to another, or from one Primary
Care Physician to another, upon formal notice or contact with
Company, and subject to the standards of lawfulness,
reasonableness and protection of the health and interests of
Members.
(d) Claim Payment. Company, or Group if delegated, will pay or
arrange to pay for all Covered Services as described in Exhibit
II.
(e) Utilization Management. Company, or Group if delegated, will
conduct a Utilization Management program in accordance with the
provisions of Section 6 hereof.
(f) Member Access. Company will use its best efforts to contract
with sufficient physicians and other health care providers to
allow Members access to medical services to the extent required
by applicable law and regulations of governmental agencies
relating to the business of health maintenance organizations and
any other business in which Company is engaged relating to this
Agreement.
(g) Enrollment Reports. Company will arrange to prepare and furnish
to Group monthly enrollment reports of Members assigned to Group
no later than the fifteenth (15th) day of each month. Company
will exercise best efforts to provide quarterly utilization
management reports.
(h) Member Identification. Company will supply Members with a means
of identifying themselves to Group and/or a Group Physician
(e.g., an identification card) which indicates the Member's
participation in a Group Subscriber Contract. Group and each
Group Physician will make a good faith effort in using the
Eligibility/Benefits Verification telephone number on the
identification card to confirm that the individual presenting a
Company identification card is in fact the Member whose name
appears on Company identification card and is eligible for
coverage.
5. RESPONSIBILITIES OF THE GROUP.
(a) Enrollment. Group will accept enrollment of any and all Members
who select Group. Group may request authorization from Company
to decline to render care to any Member for reasons including,
but not limited to, the Member's fraud, threatened violence,
failure to follow medical instructions, disruption of provision
of medical services to that Member or any other patient of Group
or a Group Physician. No such authorization will be granted
unless and until Group will have given the Member a reasonable
opportunity, given all of the circumstances, to correct the
situation that is the subject of such a request. Group will not
request, demand or require the removal of any Member based on
such Member's needs or utilization of services. Upon the receipt
of authorization, Group must notify Member that he or she must
select another physician not affiliated with the Group within
thirty-one (31) days. Group is responsible for continuing to
provide urgent or Emergency care until the earlier of thirty-one
(31) days or the selection of another Group or Group Physician
by the Member.
(b) Member Access. Unless otherwise approved by Company Medical
Director, Group will by staffing, contracting or referral
provide medically appropriate access in accordance
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with applicable laws and regulation in all parts of Group's
Service Area to the services of Group Physicians who are board
certified or eligible and practicing in the full range of
medical specialties. As part of Company's, or Group's if
delegated, credentialing process, the names, addresses, medical
specialties and medical license numbers of all Group Physicians
in addition to all tax identification numbers under which each
such physician bills for medical services, and updates thereof,
must be supplied to Company in written documentation or
material. If a Member requires Covered Services that cannot be
provided directly by Group Physicians, the Member's Primary Care
Physician will refer the Member to a physician able to provide
such services. These provisions will not be construed to
obligate Group to indemnify or otherwise hold harmless any
Member from the charges of any provider who is not a Group
Physician if the Member obtains services from such provider
without being first referred or otherwise directed thereto by
Group or a Group Physician. In the event that Group plans to
close enrollment to new Members, Group will provide Company with
at least sixty (60) days prior written notice of such plans.
(c) Quality of Care. Group will ensure that medical and health care
services are rendered by Group Physicians in a manner which
assures availability, adequacy and continuity of care to
Members, both during the term and as required after termination
hereof, and that all decisions pertaining to health care
services to be rendered by Group Physicians to Members are based
on such Members' medical needs and are made by or under the
supervision of licensed physicians with physician extender.
Group will remain solely responsible for the quality of medical
and health care services provided by Group Physicians and will
ensure such services are rendered in accordance with
professionally recognized standards. In the event that Group
denies services to any Member or any Member experiences an
adverse outcome, Group will notify Company within two (2) days
of such an event.
(d) Hours of Coverage. Group will ensure that Covered Services are
available within the Service Area from Group Physicians or by
referral to other physicians by keeping office hours of at least
forty (40) hours per week. Group also will ensure that Members
have access by phone to Group Physicians twenty-four (24) hours
per day and seven (7) days per week. When a Group Physician is
unavailable to a Member, Group will arrange for coverage from
other Group Physicians.
(e) Appointments. Group will ensure that Members are able to receive
an elective appointment with a Primary Care Group Physician
within seven (7) days of a Member Request and an elective
appointment with a Specialty Care Group Physician within ten
(10) days of referral. Group will arrange for immediate
attention to Emergency care needs and same day attention to
urgent care needs.
(f) Member Referral and Transfer. When referrals are appropriate,
Group and each Group Physician will follow the procedures in the
Physician Group Handbook and will exercise best efforts to refer
Members to other Contracting Providers and to admit Members to
Contracting Hospitals. In the event a Member requires transfer
to a Contracting Hospital, Group will cooperate with such
transfer provided that such activity is consistent with good
medical judgment and applicable law.
(g) Referrals Among Groups. Group will accept non-Emergency or
specialty referrals from other medical groups participating with
Company and such other medical groups will be required to accept
non-Emergency and specialty referrals from Group. Payment to
Group will be at rates not to exceed those in the Fee Schedule
shown in Exhibit III.
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(h) Hospital Privileges. Group will ensure that Group Physicians
have admitting privileges at contracted hospitals that meet the
requirements for the hospital services to which Members are
entitled. Alternatively, Group will arrange for the provision of
such services.
(i) Group Medical Director. Group will appoint a licensed physician
to serve as Group's Medical Director and to be responsible in
such capacity for managing and directing Group Physicians'
rendering of Covered Services to Members.
(j) Collection from Members.
(i) Except as described in Section 9 herein, neither Group
nor any Group Physician nor any representative of Group
will seek or require any Member to tender a deposit or
similar payment during the Member's course of treatment
with respect to Covered Services rendered pursuant to
this Agreement, other than any applicable deductibles,
coinsurance or copayments specified in the applicable
Group Subscriber Contract. Except for copayments and
non-covered services, Group will not xxxx Member prior
to receipt of Company's Explanation of Benefits. Group
and/or Group Physician will fully advise Members of
their financial responsibility prior to rendering any
services that are not covered.
(ii) Notwithstanding anything in this Agreement to the
contrary, in no event, including, but not limited to,
nonpayment by Company, the insolvency of Company or
breach of this Agreement, will any Member be liable for
any amount owing to Group or any Group Physician by
Company, and Group and any Group Physician or any
representative of Group will not xxxx, charge, collect a
deposit or other sum, or seek compensation, remuneration
or reimbursement from, or maintain any action or have
any recourse against or make any surcharge upon a Member
or any person acting on a Member's behalf, other than
any applicable deductibles, coinsurance, or copayments
specified in the applicable Company Subscriber Contract.
Whenever any such charge has occurred, Group will refund
such charge to the Member within fifteen (15) days of
discovering or receiving notification of the charge. If
Company receives notice of any such charge, Company may
take appropriate action to remedy the situation,
including, without limitation, offsetting any such
charge against amounts due to Group or Group Physician.
The obligations set forth in this paragraph will survive
the termination of this Agreement regardless of the
cause giving rise to the termination and will be
construed for the benefit of the Members.
(k) Sub-Contracting. In the event that Group makes arrangements with
other health professionals to fulfill Group's obligations under
this Agreement.
(l) Equitable Treatment. Neither Group nor any Group Physician will
differentiate or discriminate against Members, and each will
render health services to all such patients in the same manner,
in accordance with the same standards and with the same time
availability as offered Group's and each Group Physician's other
patients. In the event that access to Group's Primary Care
Physician panel becomes limited or specific Primary Care
Physicians close their practices, such limitations and practice
closures will be applicable to Members covered under Group
Subscriber Contracts represented under this Agreement only to
the extent applicable to individuals covered under plans
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sponsored by other payors. In such circumstance, Company must be
promptly notified of primary care practice limitations and
closures.
(m) Utilization Management Systems. Group will demonstrate promptly
and to the reasonable satisfaction of Company that it has
established effective, documented systems to direct and monitor
Group's and its Group Physician's compliance with the Primary
Care Physician Authorization requirements and with all other
aspects of the Utilization Management program. Group will also
demonstrate that it has established and documented effective
peer review and quality assurance protocols to assure compliance
with utilization and quality of care standards consistent with
professionally recognized standards of care, local practice
patterns and Company's Quality Assurance Plan. Group will
continue to conduct such systems through the initial term and
any renewal term of this Agreement.
(n) Compliance. Group will cooperate and comply fully with the
Utilization Management program and Quality Assurance Plan
pursuant to Section 6, and policies and procedures in the
Physician Group Handbook, including updates thereof. Any failure
to do so will be deemed a material breach of this Agreement.
Group must comply with Company's pre-authorization and
Pre-Certification procedures pursuant to Section 6. For services
which require pre-authorization by a Member's Primary Care
Physician, by Company or Group if delegated, shall cause Group
Providers to obtain authorization prior to rendering services.
For services requiring Pre-Certification, Group must obtain
Pre-Certification from the Company. Company, or Group if
delegated, will determine whether to certify the services based
on whether the services meet all the following criteria:
(i) They are appropriate given the symptoms and patient
history, and are consistent with the diagnosis, if any,
of the Member. "Appropriate" means that the type, level
and duration of services, and setting are necessary to
provide safe and adequate care and treatment;
(ii) They are rendered in accordance with generally accepted
medical practice and professionally recognized
standards;
(iii) They are not generally regarded as experimental or
unproven by recognized medical professionals or
appropriate governmental agencies, such as, but not
limited to, the United States Department of Health and
Human Services, Office of Pre-Paid Health Planning, the
Food and Drug Administration and the Public Health
Service Office of Health Technology Assessment; and
(iv) They are permitted by the licensing statutes that apply
to the provider who renders that service.
(o) Physician Payments. Group will make timely payments to its Group
Physicians and its contracted physicians pursuant to agreements
between Group and its Group Physicians and its contracted
physicians on such payments for clean claims. In the event Group
does not make timely payments for clean claims, Company may make
payments and either deduct such amount from other amounts due
Group from Company or demand immediate payment from Group.
Company will notify Group ten (10) business days prior to making
any such payments, and Group shall have the right to make such
payments prior to payment by the Company.
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(o) Notice of Impairment of Group. Within ten (10) business days of
the receipt of notice thereof, Group will send written notice to
Company of any action undertaken with respect to Group or any
Group Physician, which action could materially impair the
ability of Group to carry out the duties and obligations of this
Agreement, including, but not limited to, actions related to:
(i) cancellation of Group's general and professional liability
insurance maintained in accordance with Section 11; (ii) Group's
suspension from participation in any Medicare or Medicaid
program due to fraud or abuse; or (iii) upon the indictment,
arrest or conviction of any Group Physician for (a) any felony
or (b) any criminal charge relating to the practice of medicine.
(p) Notice of Impairment of Group Physician. Within ten (10)
business day of the receipt of notice thereof, Group will send
written notice to the Company of any action undertaken with
respect to any Group Physician related to any such physician's
ability to provide care to Members, including, but not limited
to: (i) the termination, probation or suspension of any license
of a Group Physician relating to the practice of medicine; (ii)
any termination or limitation in staff privileges; (iii) any
disciplinary action taken by a hospital; (iv) the suspension of
a Group Physician's indictment, arrest or conviction for (a) any
felony or (b) any criminal charge relating to the practice of
medicine.
(q) Grievances. Group agrees to cooperate in resolving all
grievances relating to the provision of medical services to
Members in accordance with the grievance procedures established
by Company. Group agrees to participate in and provide
assistance and information as may be necessary or helpful to
Company. In the event Group receives any complaint regarding
Company or a Group Physician, Group agrees to notify Company
within five (5) days concerning all details of such complaint.
However, Group must notify Company of an urgent grievance
immediately and in no case later than twenty-four (24) hours
after receipt of complaint. Conversely, if Company directly
receives a complaint regarding Group, Company will promptly
notify Group of such complaint.
(r) Regulatory Compliance. Group and each Group Physician will
comply with all requirements of the law relating to the
furnishing of medical and health care services to the public,
and now has and will obtain and maintain in effect all permits,
licenses, registrations and governmental or board approvals
which may from time to time be necessary for that purpose.
(s) Orientation. On request by Company, Group will provide
orientation time to Company and assist in coordination of
in-service training for Group's staff and Group Physicians.
(t) Company Display. If requested by Company, Group shall cause
Group Providers to display the emblem, logo or similar
representation of Company at each of its facilities.
(u) Transfer of Member. Upon the effective date of termination of
this Agreement or upon the transfer of a Member to another
Group, at the request of Company, Group will, at its own
expense, copy all medical files of Member and forward such files
to the succeeding provider of Covered Services.
(v) Application and Credentialing Forms. Group shall cause each
Group Physician to complete Company, or Group if delegated,
application and credentialing forms in a timely fashion. Group
and each Group Physician will notify Company at least two (2)
times per month of any changes.
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(w) Continuation of Care. Group shall cause Group Physicians to
agree to provide continued care for sixty (60) days after the
termination date of the Agreement if the Member has a life
threatening, disabling or degenerative condition or if the
Member is in the third trimester of pregnancy. If the Member is
in the third trimester of pregnancy, the care must be continued
until after postpartum care. The Covered Services must be
provided and paid for in accordance with the terms and
conditions of the terminated Agreement.
6. UTILIZATION MANAGEMENT. All Covered Services furnished to Members will
be subject to Utilization Management in accordance with the procedures
and guidelines attached as Exhibit IV. Such procedures and guidelines,
including Exhibit IV, may be modified by Company from time to time upon
forty-five (45) days written notice.
7. SELECTION AND TERMINATION OF PARTICIPATING PHYSICIANS.
(a) Initial Physician Designation. After consultation with Company,
Group will designate those physicians who are members of Group
and are authorized to act as Group Physicians and Primary Care
Physicians hereunder. Such designation, if not already made,
will be made in writing and attached to this Agreement as
Exhibit I.
(b) Notification. Group will notify Company at least sixty (60) days
in advance of the effective date of any withdrawal or
termination of a Group Physician. Group will notify Company of
the addition of a new Group Physician within ten (10) days after
such addition.
(c) Transfer of Care. Upon the termination or withdrawal of a Group
Physician, Group agrees to arrange for the transfer of all care
and treatment of any affected Members including, but not limited
to, identifying Members undergoing acute care and/or treatment
and assuming responsibility for the transfer of care to another
appropriate Group Physician.
8. COORDINATION OF BENEFITS AND SUBROGATION/RIGHT OF RECOVERY.
(a) Cooperation. Group will cooperate with Company to identify any
and all parties, other than Company, which may be responsible
for payment of or reimbursement for Covered Services, and for
the purpose of coordinating benefits with other payors.
(b) Coordination of Benefits. When a party other than Company is
identified as having primary responsibility for payment of or
reimbursement for Covered Services under the Coordination of
Benefits provision of a Member's Evidence of Coverage, Group
will xxxx and make all reasonable efforts to collect from such
party for the value of Covered Services.
(c) Subrogation/Right of Recovery. When a party other than Company
is identified as a party with respect to whom the
Subrogation/Right of Recovery provision of a Member's Evidence
of Coverage applies, Company will be responsible for using its
best efforts to obtain any and all recoveries allowable under
such provision. Company will pay the amount to Group to
compensate Group for the value of services rendered by Group
with respect to the injury or illness giving rise to the
recovery.
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9. RIGHT TO AUDIT AND ACCESS INFORMATION.
(a) Member Records. Group shall cause each Group Physician to
prepare and maintain appropriate financial and medical records
on Members. Such records will be maintained in accordance with
generally accepted medical, accounting and bookkeeping practices
and will be maintained as may be necessary for compliance with
the provisions of the Act.
(b) Inspection. Subject to any applicable legal restrictions, Group
and each Group Physician agrees to allow inspection and
duplication by Company, by the Florida Department of Insurance
and by any other properly identified governmental regulatory
authority of all billing and other financial records and all
medical records maintained on Members under this Agreement.
Company will have access at all reasonable times upon demand to
the books, records and papers of Group and each Group Physician
relating to the health care services provided to Members, to the
cost thereof, to payments received by Group and each Group
Physician from Members (or from others on their behalf). Company
will protect the confidentiality of such records in accordance
with applicable legal standards. Such inspection and duplication
will occur during regular working hours upon receipt of
seventy-two (72) hours prior written notice from Company.
Company will reimburse Group and Group Physicians for all
reasonable copying costs incurred by Group as a result of said
record inspection and duplication if requested by Plan for
Plan's own purposes. Group will notify Company of any adverse
report that results from an inspection by a governmental
regulatory authority.
(c) Record Retention. All records required to be maintained by Group
and each Group Physician under this Agreement will be retained
by Group and each Group Physician for at least three (3) years.
The obligation under Sections 9(b) and 9(d) will not terminate
upon the termination of this Agreement, whether by rescission or
otherwise.
10. INDEPENDENT CONTRACTOR. It is understood that each Group Physician will
maintain a physician-patient relationship with Members and will be
responsible to the Members for medical care and treatment. Group is an
independent contractor relative to Company. Nothing in this Agreement
will be construed as, or be deemed to create, a relationship of employer
and employee, or principal and agent or any relationship other than that
of independent parties contracting with each other solely for the
purpose of carrying out the provisions of this Agreement.
11. LIABILITY INSURANCE.
(a) General Liability Coverage. In order to protect the other party,
each party, at its sole cost and expense, will procure and
maintain a policy of general liability insurance or maintain
adequate resources to insure itself and its respective officers,
agents and employees against any liability, claims or damages
arising by reason of personal injuries or death occasioned
directly or indirectly by such party or its officers, agents or
employees in connection with the performance or nonperformance
of such party's responsibilities under this Agreement.
(b) Professional Liability Coverage. Group shall cause Group
Physicians individually to maintain professional liability
insurance, with limits of at least two hundred and fifty
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thousand dollars ($250,000) per occurrence and at least seven
hundred and fifty thousand ($750,000) in the aggregate covering
Group and each of the Group Physicians. If Group Physician is
classified as Class 1 by the insurance company providing said
professional liability insurance, the limits for Group Physician
are at least one hundred thousand dollars ($100,000) per person
per occurrence with at least three hundred thousand dollars
($300,000) in the aggregate. Class 1 is hereby defined as those
non-surgical specialties which said insurance company has
determined to be in the lowest liability risk category.
(c) Third Party Liability. Nothing in this Agreement will be
construed to make Company, Group, Group Physicians, or their
respective agents or representatives, liable to persons not
parties hereto. Nor will anything herein be construed as, or be
deemed to create, any rights or remedies in any third party,
including, but not limited to, any Members or hospital.
(d) Company Professional Liability Coverage. Company maintains
professional liability insurance covering the utilization
management function with current limits of ten million dollars
($10,000,000) per occurrence and ten million dollars
($10,000,000) in the aggregate.
12. INDEMNIFICATION. Each party will indemnify the other and hold the other
harmless from and against any and all losses and liabilities (including
reasonable attorneys' fees and related legal expenses) arising from any
third party claim, action, cause of action, contest or dispute to the
extent the losses or liabilities are the result of the indemnifying
party's negligent or intentional act or omission. Group and Group
Physicians agree to indemnify and hold harmless Company against any and
all judgments, cross judgments, fines, and penalties levied against the
Company due to Group or Group Physician's failure to comply with all
applicable legal, regulatory, licensure and registration requirements.
13. NON-EXCLUSIVITY. Nothing herein will be construed to restrict the rights
of Group and Group Physicians or Company to participate in other
comparable provider plans, such as, but not limited to, preferred
provider plans, health maintenance organizations or other managed care
systems. Nothing herein will be construed to restrict the rights of
Company to enter into contracts or arrangements for services with any
other health care provider serving any geographic area.
14. PROPRIETARY INFORMATION, TRADEMARKS.
(a) Company's Proprietary Information. All information and materials
provided by Company to Group remain proprietary to Company,
including, but not limited to, subscriber lists, contracts, fee
schedules, the "Physician Group Handbook" and any other
operations manuals. Neither Group nor the Group Physicians will
disclose any of such information or materials or use them except
as may be required to carry out their respective obligations
hereunder.
(b) Trademarks. Neither Group nor Company will use each other's
trademarks, name or symbols without express written permission;
provided however, that Group agrees that Company may use the
Group Physician's name, office address, telephone number,
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specialty and factual description of practice in directories and
other promotional materials.
(c) Group's Proprietary Information. All information and materials
provided by Group to Company will remain proprietary to Group,
including, but not limited to, contracts, fee schedules,
utilization management procedures and administrative procedures.
Company will not disclose any such information or materials or
use them except as may be required to carry out its respective
obligations hereunder.
(d) Non-Solicitation. Group will not directly or indirectly solicit
Company's Group Subscribers or Members during the term of this
Agreement and for a period of twelve (12) months after the
termination of this Agreement. Solicitation will mean any act or
practice designed to encourage Company's Group Subscribers or
Members to terminate their coverage with Company.
(e) Survival. The obligations of this Section 15 shall survive the
termination of this Agreement.
15. GENERAL PROVISIONS.
(a) Scope of Agreement, Governing Law; Severability, Amendment;
Waiver. This Agreement, together with all Exhibits attached
hereto, constitutes the entire Agreement between Company and
Group. It will be construed and governed in accordance with the
Act. Any provision required to be in this Agreement by the Act
will bind Company and Group whether or not provided in this
Agreement. Any provision herein inconsistent therewith will be
of no effect and will be severable without affecting the
validity or enforceability of the remaining provisions of this
Agreement. Except as otherwise specified herein, this Agreement
may not be modified or amended except by mutual consent in
writing by the duly authorized representatives of Company and
Group. Waiver of breach of any provision of this Agreement will
not be deemed a waiver of any other breach of the same or a
different provision.
(b) Arbitration. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, will be settled by
arbitration in accordance with the Rules of the American
Arbitration Association (Commercial Rules), and judgment upon
the award rendered by the Arbitrator(s) shall be handled
whenever practical in the City of Saint Petersburg, Pinellas
County, Florida. Notwithstanding anything to the contrary in
this Agreement, the initiation of any and all arbitration
proceedings initiated pursuant to this Agreement will be
approved by Group's risk carrier(s) prior to the initiation of
said proceedings. If not so approved, within thirty (30) days of
the demand or request for arbitration, this provision will be of
no force and effect and either party may file an action in a
court of competent jurisdiction to resolve the dispute.
(c) Amendments. No amendment or modification will be effective
unless made in writing and signed by both parties. All
amendments required by the Florida Department of Insurance will
be deemed effective upon receipt by the Group from the Company
and incorporated into and made part of this Agreement without
either party's execution.
(d) Conditions Precedent to the Implementation of this Agreement.
This Agreement is contingent upon Company receiving licensure
from the Florida Department of Insurance and the Florida Agency
for Health Care Administration to operate as a health
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maintenance organization and conditioned upon provider's
availability in the approved service area.
(e) Notices. Any notice required to be given pursuant to the terms
and provisions of this Agreement will be in writing, postage
prepaid, and will be sent by certified mail, return receipt
requested, to Group at the following address:
Optimum Health Services of Florida, Inc.
17757 XX 00 Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Manager of Provider Services
and directly to Company at the following address:
SunStar Healthcare, Inc.
000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Attn: Manager of Provider Services
or at such other address as the parties may designate by written
notice. Any such notice will be effective upon receipt at such
address.
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IN WITNESS WHEREOF, Company and Group have executed this Agreement through their
duly authorized representative as of the date last entered below.
COMPANY
Company Name: SunStar Healthcare, Inc.
------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------------------------------
Title: PRESIDENT/CEO
--------------------------------------------------
Date: 6-24-98
-----------------------
Signature: /s/ XXXXXX X. XXXXXXX
--------------------------------------------------
GROUP
Group Name: Optimum Health Services of Florida, Inc.
----------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------
Title: President and CEO
-----------------
Date: 6-26-98
-----------------------
Signature: /s/ XXXXX X. XXXXXXX
--------------------------------------------------
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EXHIBIT I
DESIGNATION OF PARTICIPATING PHYSICIANS AND LOCATIONS
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EXHIBIT II
GROUP COMPENSATION
Company will pay Group within thirty (30) days of receipt of a properly
submitted clean claim as full compensation for any Covered Services provided to
Members the fee for the Covered Service as shown in Exhibit III, minus any
applicable deductibles, copayment or coinsurance specified in the Member's Group
Subscriber Contract. Group may xxxx Member for such deductibles, copayments or
coinsurance but may not xxxx Member for any additional charges unless provided
for in the Member's Group Subscriber Contract. Any claim submitted after
seventy-five (75) days from the date of service shall be denied, and Group shall
not xxxx Members for such services.
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EXHIBIT III
FEE SCHEDULE
1. For Group Providers in the Service Area, excluding Sarasota and Manatee
Counties, Company shall reimburse Group ### of the relative value
reimbursement (RBRVS) for all Covered Services rendered by Group
Physicians to Members. (Commercial and/or Medicare)
2. For Group Providers in Sarasota and Manatee Counties, Company shall
reimburse Group ### of the relative value reimbursement (RBRVS) for
all Covered Services rendered by Group Physicians to Members.
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EXHIBIT VI
GROUP UTILIZATION MANAGEMENT EXHIBIT
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EXHIBIT V
DELEGATION OF CREDENTIALING
Credentialing and recredentialing responsibilities have been delegated to Group.
Group will perform delegated credentialing and recredentialing on an ongoing
basis. Delegated credentialing and recredentialing policies and procedures are
as follows:
1. Information required by Company for the delegating credentialing process
and the physician files is as follows:
(a) Signed Application: each physician will be required to complete
a physician application form. This form will include information
required by Company and state regulatory bodies.
(b) Signed Release, allowing access to Group Physician's medical
records.
(c) Copy of Group Provider contract with Group. Contract must state
that the Group Provider agrees to participate in the Group's
QA/UM activities.
(d) Copy of current DEA Certificate.
(e) Copy of current state license. A letter will be sent to the
state medical board requesting verification and status of the
license.
(f) Verification of current malpractice insurance.
(g) Review of malpractice claims and medical board sanction reports.
(h) Board certification status can be verified by looking up each
Group Provider in the appropriate board directory.
(i) Verification from physician's affiliated participating hospitals
indicating physician has privileges and the privileges granted.
(j) All new providers will be screened by Company by utilizing
information obtained from the Federation of State Medical Boards
or the National Practitioners Data Bank.
(k) Review and approval of Group's credentialing committee.
2. All information in the application, including physician status, board
certification and malpractice insurance will be verified by Group.
3. All applications with deficiencies found during the verification process
will be transmitted to and reviewed by Company Medical Director, Company
President and the Company credentialing committee for final
determination before the physician will become a member of Company's
provider network.
4. If a Group Physician is found to be sanctioned by the medical board or
other state medical board or has committed a serious crime, Company
Medical Director has the authority to
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terminate the individual physician's contract. Company Medical Director
will discuss the reason for termination with the physician and Group
Medical Director when appropriate.
5. The physician and Group have the right to appeal the termination to the
Company's Physician Advisory Committee or Company Grievance Committee.
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