EXHIBIT 10.1
VISTA HEALTHPLAN, INC.
VISTA INSURANCE PLAN, INC.
AMENDED AND RESTATED
PRIMARY CARE PROVIDER SERVICES AGREEMENT
This PRIMARY CARE PROVIDER SERVICES AGREEMENT (the "Agreement") is entered
into as of the 12th day of November, 2004 by and among Vista Healthplan, Inc.
("VHP"), a Florida corporation, Vista Insurance Plan, Inc., a Florida
corporation, ("VIP"; VHP and VIP collectively referred to as "VISTA") and
Continucare Medical Management, Inc. ("PCP"). If PCP is a sole proprietorship,
professional association, partnership, limited liability company or corporation
as described on Schedule A, attached hereto and incorporated herein, or if PCP
employs, or is associated or contracts with other physicians, administrative
staff or other health care professionals, as listed on Schedule B, attached
hereto and incorporated herein (collectively, "PCP Staff"), all references to
PCP herein, unless clearly inapplicable, shall apply to all PCP Staff, and it
shall be PCP's obligation to ensure such compliance.
RECITALS
A. VHP is a health maintenance organization licensed in accordance with
Chapter 641 of the Florida Statutes that operates various health service
plans and arranges for the provision of certain health care services to
Members.
B. VIP is a licensed health insurance company in the State of Florida that
offers various health service plans, including preferred provider
organization plans, and arranges for the provision of certain health care
services to Members through a preferred provider panel.
C. PCP is or offers the services of a physician licensed by the State of
Florida to practice medicine who acts as a Primary Care Physician.
D. VISTA desires to engage PCP to provide Primary Care Services, as set forth
on Schedule C, attached hereto and incorporated herein, to Members
participating in certain Benefit Programs, as specifically identified on
Schedule D, attached hereto and incorporated herein (the "Benefit
Programs"), and PCP desires to provide Primary Care Services to such
Members at those locations listed on Schedule E, attached hereto and
incorporated herein and subject to the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the promises and covenants contained in
this Agreement, and other good and valuable consideration, the receipt and
adequacy of which are hereby forever acknowledged and confessed, the parties
mutually agree as follows:
1 DEFINITIONS. All capitalized but not otherwise defined terms shall have the
meanings ascribed to such terms in Schedule 1, attached hereto and
incorporated herein.
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2 DUTIES OF PCP.
2.1 PCP'S RESPONSIBILITIES. During the Term (as defined below), PCP shall
provide Primary Care Services to Members within the Service Area in
accordance with the terms and conditions of this Agreement, and shall
be available, either through PCP or a Covering Physician, twenty-four
(24) hours per day, seven (7) days per week, to provide Primary Care
Services to Members in PCP's office and arrange or provide Primary
Care Services to Members in any inpatient facility. PCP shall maintain
an appropriately staffed office within the Service Area to provide
Primary Care Services to Members. PCP or a Covering Physician shall
maintain appropriate staff privileges with at least one Participating
Hospital in the Service Area. PCP shall comply with the PCP
Requirements set forth on Schedule 2.1, attached hereto and
incorporated herein, and VISTA Policies.
2.2 STANDARD OF CARE. All Primary Care Services provided by PCP shall be
provided in accordance with professionally recognized standards of
health care and VISTA Policies.
2.3 REFERRALS AND PRE-AUTHORIZATIONS. PCP shall make appropriate Referrals
and obtain required Pre-Authorizations for all Covered Services in
accordance with this Agreement, the applicable VISTA Coverage Plan and
VISTA Policies. PCP shall use his/her best efforts to provide Members
with any necessary Referral or obtain any required Pre-Authorization
from VISTA while the Member is in PCP's office. VISTA shall use its
best efforts to provide requested Pre-Authorization immediately upon
PCP's request; provided, however, that PCP agrees to take a pending or
tracking number with respect to a Pre-Authorization request in the
event VISTA requires further information in making the
Pre-Authorization coverage decision. Except in the case of Emergency
Services or Urgently Needed Services or upon the prior written
approval of VISTA's Medical Director or his/her designee, PCP agrees
that all charges incurred for Covered Services by VISTA which fail to
comply with VISTA's Referral and Pre-Authorization requirements,
including those set forth in VISTA Policies or the applicable VISTA
Coverage Plan, shall be borne by PCP, including all related costs,
fees, charges and expenses. PCP hereby agrees to indemnify and hold
harmless Members, AHCA, CMS and OIR against charges for Covered
Services for which PCP failed to comply with VISTA's Referral and
Pre-Authorization requirements, as required under VISTA Policies, the
applicable VISTA Coverage Plan or this Agreement.
2.4 PARTICIPATING PROVIDERS. Except in the case of Emergency Services,
Urgently Needed Services, as otherwise permitted under VISTA Policies
or applicable state or federal law, upon the prior written approval of
VISTA's Medical Director or his/her designee, or as otherwise
permitted under the applicable VISTA Coverage Plan, all Referrals and
Pre-Authorizations for Covered Services, including, but not limited to
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ancillary services such as laboratory and radiology services, shall be
made to Participating Providers in accordance with VISTA Policies. Any
laboratory services provided to Members in PCP's office shall not be
reimbursable Covered Services, unless otherwise expressly provided in
Schedule 4.1 hereof. If PCP fails to comply with this Section 2.4, PCP
shall be responsible for all charges incurred for Covered Services by
VISTA rendered by a Non-Participating Provider without the required
Pre-Authorization, including all related costs, fees, charges and
expenses. PCP hereby agrees to indemnify and hold harmless Members,
AHCA, CMS and OIR against charges for Covered Services rendered by a
Non-Participating Provider for which PCP failed to obtain the required
Pre-Authorization.
2.5 COVERING PHYSICIANS. PCP shall make necessary and appropriate
arrangements with Covering Physicians to ensure the availability of
Primary Care Services to Members twenty-four (24) hours per day, seven
(7) days per week, including arrangements to ensure coverage of
Members after hours or when PCP is otherwise unavailable. PCP shall
ensure that Covering Physicians are Participating Providers, except as
otherwise consented to by VISTA in writing. PCP shall ensure that
Covering Physicians adhere to the terms of this Agreement and all
VISTA Policies and that Covering Physicians seek required
Pre-Authorization from VISTA, or Refer the Member back to PCP, as
required by VISTA Policies, except for Emergency Services or Urgently
Needed Services or as otherwise permitted under the applicable VISTA
Coverage Plan. Except for Hospitalist Physicians (as defined below),
with respect to Capitated Services (as defined below), PCP shall be
solely liable to Covering Physicians for the amount and manner in
which Covering Physicians are reimbursed or otherwise compensated for
services rendered to Members on PCP's behalf. PCP acknowledges and
agrees that VISTA shall not have any financial obligation whatsoever
to Covering Physicians with respect to Capitated Services. PCP shall
ensure that Covering Physicians do not, under any circumstances, bill
Members for Covered Services other than for applicable Co-Payments,
Deductibles and Co-Insurance. PCP hereby agrees to indemnify and hold
harmless Members, AHCA, OIR, and CMS against charges for Covered
Services rendered by Covering Physicians. All charges incurred for
services rendered pursuant to a Pre-Authorization or Referral made by
a Covering Physician, other than a Referral back to PCP, shall, unless
such Pre-Authorization or Referral was approved by VISTA in advance
and in writing or as otherwise permitted under the applicable VISTA
Coverage Plan, be borne by PCP who shall be liable for all costs,
fees, charges and expenses associated with such services.
2.6 COORDINATION OF BENEFITS. PCP agrees that payment for Covered Services
provided to Members is subject to coordination with any other benefits
payable or paid to or for a Member. Such benefits include, but are not
limited to, any group insurance coverage, contract, prepayment plan or
governmental program and any claims that may give rise to compensation
to a Member from a third party, including, without limitation,
workers' compensation and automobile insurance. VISTA shall be
subrogated to all rights of recovery of a Member against any person or
entity for such
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benefits or payments as permitted under applicable law and this
Agreement. PCP shall use its best efforts to determine whether a
Member has any benefits as described above or whether a third party
may be responsible for payment. PCP shall assist VISTA in coordination
of benefits by (i) requiring a Member so covered to sign all necessary
documents to give effect to this Section 2.6; and (ii) signing any
other document and providing any other information or records so
requested by VISTA at no cost to VISTA. Unless otherwise required by
law, PCP shall not be entitled to reimbursement by any third party for
Covered Services rendered to Members, including, Medicare
intermediaries or carriers, and all sums recovered pursuant to this
Section 2.6 shall be retained by VISTA. Unless required by law or the
applicable VISTA Coverage Plan, in the event VISTA is the primary
carrier, payments made by VISTA to PCP plus allowed Co-Payments,
Deductibles and Co-Insurance shall be deemed payment in full for all
services rendered by PCP hereunder. In the event VISTA is the
secondary carrier (except in the case of Medicare or where otherwise
required by law), VISTA shall pay for all services rendered to Members
in accordance with this Agreement and applicable law that were not
paid by the primary carrier; provided, however, that the combined
payments made by the primary and secondary carriers shall not exceed
one hundred percent (100%) of the compensation due PCP by VISTA under
Schedule 4.1 of this Agreement. If VISTA is the secondary carrier to
Medicare, VISTA's liability shall be limited to Deductible and
Co-Insurance amounts, unless otherwise required by federal law.
2.7 COLLECTION OF CHARGES FROM MEMBERS. PCP agrees that in no event,
including but not limited to non-payment by VISTA, insolvency of
VISTA, or breach of this Agreement, shall PCP, or any representative
of PCP, bill, charge, collect a deposit from, seek compensation,
remuneration or reimbursement from, or have any recourse against
Members or persons (other than VISTA) acting on a Member's behalf for
Covered Services provided pursuant to this Agreement, including but
not limited to any and all amounts equal to the difference between
PCP's Billed Charge for a Covered Service and the applicable Allowance
for the particular Covered Service. Additionally, PCP, or any
representative of PCP, shall not collect or attempt to collect money
from, maintain any action at law against, or report to a credit agency
a Member for payment of a claim for a Covered Service for which VISTA
is liable if PCP in good faith knows or should know that VISTA is
liable in accordance with Florida law, including, but not limited to
pended claims submitted by PCP to VISTA for payment of the services
and any legal proceedings or dispute resolution process to determine
whether VISTA is liable for the services. Notwithstanding the
foregoing, this Agreement does not prohibit PCP from collecting
Co-Payments, Deductibles and Co-Insurance, as specifically provided in
the applicable VISTA Coverage Plan, or fees for non-Covered Services
delivered on a fee-for-service basis to Members. Nor does this
Agreement prohibit PCP and a Member from agreeing to continue services
solely at the expense of the Member, as long as PCP clearly informed
the Member in advance and in writing that VISTA might not cover or
continue to cover such specific service(s). PCP shall bill Members
directly for any applicable Co-Payments, Deductibles and Co-Insurance
at the time Covered Services are rendered. PCP
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further agrees that this Section 2.7 (i) shall survive the termination
of this Agreement regardless of the cause giving rise to such
termination and shall be construed to be for the benefit of Members;
and (ii) supersedes any oral or written agreement to the contrary now
existing or hereafter entered into between PCP and a Member or persons
acting on a Member's behalf. PCP agrees that if non-Covered Services
are to be provided to Members, it is PCP's responsibility to inform
the Member in writing prior to the provision of such non-Covered
Services that such services are not Covered Services and that the
Member will be responsible for payment for such non-Covered Services
and to collect the fees for such non-Covered Services directly from
the Member. In the event that the Member is not so informed, PCP
agrees that the Member shall not be liable to PCP for payment for such
non-Covered Services.
2.8 PUBLICATION AUTHORIZATION. PCP agrees that VISTA may use PCP's name,
address and telephone number in VISTA's provider directory and other
marketing materials; provided, however, that VISTA shall have no
obligation to include PCP's name or other information in VISTA's
provider directory. PCP shall not advertise or market VISTA, any VISTA
Affiliate or any of their health care services or Benefit Programs, or
utilize any trademarks, trade names, logos or other VISTA property
without VISTA's prior written approval.
2.9 NONDISCRIMINATION. PCP represents and warrants to VISTA that PCP shall
not discriminate against Members with respect to the availability or
provision of health services based on a Member's race, sex, age,
religion, place of residence, HIV status, source of payment, VISTA
membership, color, sexual orientation, marital status or any factor
related to a Member's health status, including, but not limited to, a
Member's medical condition (including mental as well as physical
illness), claims experience, receipt of health care, medical history,
genetic information, evidence of insurability (including conditions
arising out of acts of domestic violence), disability or on any other
basis otherwise prohibited by state or federal law. Further, PCP shall
comply with Title VI of the Civil Rights Act of 1964, as implemented
by regulations at 45 C.F.R. part 84; the Rehabilitation Act of 1973;
the Americans with Disabilities Act; the Age Discrimination Act of
1975, as implemented by regulations at 45 C.F.R. part 91; other laws
applicable to recipients of federal funds; and all other applicable
laws and rules, as required by applicable laws or regulations. PCP
shall not discriminate against a Member based on whether or not the
Member executed an advance directive.
2.10 COMPLIANCE WITH REQUIREMENTS OF CMS. PCP shall comply with any and all
applicable Medicare laws, regulations, CMS instructions and VISTA's
obligations under its contract with CMS with respect to the provision
of Covered Services and all other activities relating to Medicare
Members. PCP represents and warrants that he/she participates as a
provider under Title XVIII of the Social Security Act (Medicare) in
accordance with 42 C.F.R. Part 422, and shall maintain such
participation throughout the Term. Further, PCP shall allow CMS to
evaluate the quality, appropriateness, and timeliness of Primary Care
Services rendered by PCP to
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Medicare Members and shall comply with and abide by the results of any
grievance procedures adopted by CMS.
2.11 ENCOUNTER DATA. As required by VISTA and applicable law, PCP shall
submit complete Encounter Data to VISTA on a monthly basis on or
before the last day of each month, or such lesser time period as may
be required by VISTA or applicable law, for encounters occurring in
the immediately preceding month. PCP shall submit Encounter Data in
accordance with VISTA Policies or as otherwise required by VISTA or
state or federal laws or regulations, and shall certify the accuracy,
completeness and truthfulness of such Encounter Data in such form as
required by VISTA Policies. PCP acknowledges and agrees that in the
event PCP fails to comply with this Section 2.11, (i) VISTA may
withhold any and all payments due by VISTA to PCP until such time as
VISTA receives the current and complete Encounter Data that it
requested; and (ii) such failure may be deemed a material breach of
this Agreement, as determined by VISTA in VISTA's sole discretion.
2.12 SUSPENSION. If PCP is the subject of a notice of suspension,
limitation or restriction on PCP's license to practice medicine in any
jurisdiction or is excluded from or voluntarily opts out of the
Medicare or Medicaid program, PCP shall not render any services to
Members during such period of suspension, exclusion or
non-participation or violate the terms of such suspension, limitation,
restriction or exclusion, unless otherwise permitted by VISTA in
accordance with applicable law; and, further, PCP shall notify VISTA
of such suspension, limitation or restriction of his/her license or
exclusion from or non-participation in the Medicare or Medicaid
program in accordance with Schedule 2.1. Any Member seeking Primary
Care Services from PCP during such period of suspension, exclusion or
non-participation, or requiring Primary Care Services which PCP is
then restricted or limited from providing, may be referred by VISTA to
another Primary Care Physician for such Primary Care Services upon
receipt by VISTA of any such notice. In the event PCP's license is
suspended, limited, or restricted or PCP is excluded from or does not
participate in the Medicare or Medicaid program, VISTA shall have the
right to terminate any and all payments due to PCP from VISTA under
this Agreement during such period of suspension, limitation,
restriction, exclusion or non-participation.
2.13 VERIFICATION OF ELIGIBILITY. Prior to providing any services to a
Member, PCP shall cause the Member to produce his/her VISTA membership
card or, if the Member represents that such membership card was not
yet issued by VISTA, the Member's enrollment form. VISTA shall make
reasonable efforts to confirm or deny eligibility using the most
current information provided by the Subscriber Group, CMS or any other
governmental agency, as applicable; provided, however, that PCP's
compliance with such verification procedures and/or VISTA's
confirmation of a Member's eligibility does not constitute a guarantee
of such Member's eligibility or VISTA's coverage of any services
provided by PCP in reliance on such confirmation. In the event VISTA
determines that a Member was ineligible at the time services were
provided by PCP to such Member, VISTA may recover payments made by
VISTA to PCP for that Member retroactive to the first (1st) day of the
month in which the
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Member became ineligible for coverage. VISTA may retroactively add
Members to PCP's panel for a period of up to ninety (90) days from the
date VISTA determines, in VISTA's sole discretion, that the particular
Member should have been included in PCP's panel and PCP shall receive
applicable Capitation Fee payments on behalf of that Member for such
period. If, in VISTA's determination, a Member was erroneously or
inappropriately placed on PCP's Member list or is retroactively
terminated, VISTA may offset any payment previously paid to PCP on
behalf of such Member for a period of up to one (1) year from future
payments due to PCP; provided, however, that such one (1) year
limitation shall not apply to Members covered under Federal Employee
Health Benefit Program, Healthy Kids, Medicare or Medicaid pursuant to
an adjustment made by CMS, AHCA or other applicable entity. If the
Member loses eligibility during hospitalization, PCP may collect from
the Member any amounts for services rendered subsequent to the loss of
coverage under the applicable VISTA Coverage Plan; provided, however,
that any such loss of eligibility shall be subject to applicable law,
the applicable VISTA Coverage Plan and VISTA Policies.
2.14 CONSULTATIONS. PCP shall participate in all programs instituted by
VISTA to consult with its Participating Providers regarding VISTA
Policies to assure compliance with federal, state and Accreditation
Organization standards.
2.15 PROVISION OF TREATMENT OPTIONS. PCP shall provide information in a
culturally-competent manner to all Members and consider and take
measures to accommodate, at PCP's sole cost and expense, Members'
English proficiency, reading skills, diverse cultural and ethnic
backgrounds and physical or mental disabilities, including but not
limited to hearing and vision impairments, when discussing a Member's
treatment options, including the option of no treatment.
2.16 DIRECT ACCESS AND COST-SHARING. PCP shall, as mandated by state or
federal law, the applicable VISTA Coverage Plan and VISTA Policies;
allow Members direct access to certain Specialist Physicians; not
inhibit Members' self-referral for certain services, including
mammography screening and influenza vaccinations; and not impose
cost-sharing on any Member for influenza or pneumococcal vaccines.
2.17 DISPARAGEMENT PROHIBITED. PCP shall not disparage VISTA, any VISTA
Affiliate or any VISTA Coverage Plan in any form or manner whatsoever.
In the event PCP is determined to have disparaged VISTA, any VISTA
Affiliate or any VISTA Coverage Plan, in VISTA's sole determination,
such action by PCP may constitute a material breach of this Agreement,
as determined by VISTA.
2.18 CONSUMER ASSISTANCE NOTICE. PCP shall post a prominently displayed and
clearly noticeable consumer assistance notice in PCP's reception area
which states the addresses and toll-free telephone numbers of AHCA,
the Subscriber Assistance Program and OIR and states that the address
and toll-free telephone number of VISTA's grievance department shall
be provided upon request.
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2.19 MEDICAID. If PCP participates in VISTA's Medicaid program as indicated
on Schedule D, PCP shall comply with all applicable Medicaid
requirements set forth in Schedule 2.19, attached hereto and
incorporated herein, with respect to any Medicaid Member.
2.20 RISK MANAGEMENT AND ADVERSE OR UNTOWARD INCIDENT REPORTING
REQUIREMENTS. If an Adverse or Untoward Incident occurs to a Member,
PCP shall report the Adverse or Untoward Incident to VISTA's Risk
Manager within three (3) working days after its occurrence. PCP shall
(i) participate in and cooperate with VISTA's Risk Management Program;
(ii) provide such medical and other records without charge within ten
(10) days of receipt of written notice; (iii) share such investigation
reports and other information as may be required or requested by
VISTA's Risk Manager to determine if an Adverse or Untoward Incident
is reportable as a "Code 15" to AHCA; and (iv) in all other respects
comply with and abide by VISTA Policies. PCP's failure to comply with
this Section 2.20 and applicable VISTA Policies may be deemed a
material breach of this Agreement, at VISTA's sole discretion.
2.21 NOTIFICATION OF CHANGE. PCP shall notify VISTA in writing in
accordance with this Agreement at least sixty (60) days prior to any
change in PCP's (i) office address; (ii) billing address; (iii) phone
number; (iv) PCP Staff, such as addition or deletion of any PCP Staff;
(v) name or fictitious name; or (vi) taxpayer identification number.
PCP shall notify VISTA in writing within fifteen (15) days in the
event of the death of a member of the PCP Staff.
2.22 HOSPITALIST PROGRAM. PCP hereby elects to participate in VISTA's
Hospitalist Program (the "Program") at certain Participating Hospitals
unless otherwise indicated on Schedule 2.22, attached hereto and
incorporated herein. Under the Program, PCP understands and agrees
that physicians contracted, directly or indirectly, with VISTA are
responsible for certain Primary Care Services ("Hospitalist
Physicians") PCP is otherwise obligated to provide under this
Agreement on behalf of Members assigned to or who select PCP as their
Primary Care Provider ("PCP Members") who present to or are admitted
as inpatients to a hospital, including, but not limited to (i)
evaluation of PCP Members presenting to the hospital's emergency room;
(ii) conducting daily hospital rounds of PCP Members; (iii)
coordinating care of PCP Members and ensuring timely provision of
Medically Necessary diagnostic tests and procedures; (iv)
communicating regularly with PCP, PCP Members and the PCP Members'
families, as appropriate; and (v) overseeing and coordinating
discharge planning of PCP Members with PCP, VISTA and the hospital.
PCP hereby agrees to assign responsibility of PCP Members to
Hospitalist Physicians when PCP Members present to the emergency
department or are inpatients of a hospital. Except in cases where PCP
elects not to participate in the Program, PCP shall not document any
progress notes in the PCP Member's record or issue any orders on
behalf of a PCP Member who is an inpatient in a hospital; provided,
however, that PCP shall continue
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to perform all other Primary Care Services with respect to PCP
Members, including, but not limited to (i) resuming responsibility for
all care, including follow-up care, of a PCP Member immediately upon
the PCP Member's discharge from the hospital; (ii) communicating all
medical information/history to the Hospitalist Physician attending to
a PCP Member which is necessary to the PCP Member's care and treatment
in the hospital; and (iii) performing any and all other requirements
as requested by VISTA in connection with PCP's participation in the
Program. PCP shall comply with any and all VISTA Policies governing
PCP's participation in the Program.
2.23 NETWORK ACCESS ARRANGEMENT. If PCP participates in VISTA's Network
Access Arrangement program as indicated on Schedule D, PCP shall
comply with all requirements set forth in Schedule 2.23, attached
hereto and incorporated herein, with respect to any Participant.
3 DUTIES OF VISTA.
3.1 LIMITATION ON SELECTION OF PCP. VISTA may limit, restrict or suspend
Members' opportunity to select PCP for Primary Care Services,
effective immediately upon written notice to PCP. PCP shall comply
with any such notice.
3.2 ACCOUNTABILITY TO CMS. To the extent required by law, VISTA shall
oversee and be accountable to CMS with respect to those services
performed by PCP pursuant to this Agreement with respect to Medicare
Members.
3.3 VERIFICATION OF ELIGIBILITY. VISTA shall determine Members'
eligibility for Covered Services and shall provide Eligibility
Information to PCP upon request. VISTA shall ensure that each Member's
identification card identifies (i) the person as a Member; (ii) PCP as
the Member's designated provider or arranger of Primary Care Services,
where the applicable VISTA Coverage Plan so provides; and (iii) the
toll free phone number established by VISTA for verification of
eligibility or other questions.
4 COMPENSATION.
4.1 PAYMENT FOR PRIMARY CARE SERVICES. As compensation in full for Primary
Care Services provided by PCP under this Agreement, VISTA shall pay
PCP as set forth in Schedule 4.1 and the Exhibits thereto, attached
hereto and incorporated herein, as amended by VISTA from time to time
in VISTA's sole discretion in accordance with Section 9.5 of this
Agreement. PCP agrees that the compensation paid by VISTA to PCP
pursuant to Schedule 4.1, plus any applicable Co-Payments, Deductibles
and Co-Insurance shall serve as full and complete compensation to PCP
for all Primary Care Services rendered to Members under this
Agreement, both in PCP's office and in an inpatient setting. To the
extent required by law, VISTA shall provide PCP with additional
information regarding VISTA's payment to PCP for Primary Care Services
provided by PCP under this Agreement upon PCP's request. With respect
to
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Medicare Members, PCP acknowledges that VISTA is receiving federal
funds and that payments to PCP for Covered Services under this
Agreement may be, in whole or in part, from federal funds. To the
extent required by law, PCP shall be subject to all laws applicable to
entities receiving federal funds. PCP acknowledges the limitation on
collection of charges from Members, including, without limitation,
that set forth in Section 2.7 hereof.
4.2 UTILIZATION-RELATED COMPENSATION. PCP acknowledges and agrees that any
and all decisions rendered by VISTA in its administration of this
Agreement, including, but not limited to, all decisions rendered in
connection with VISTA's utilization management activities are based
solely on whether such services are covered under the applicable VISTA
Coverage Plan. Further, PCP acknowledges and agrees that VISTA does
not compensate PCP for denial of care or services and VISTA does not
offer incentives to encourage denial of care or services. PCP
recognizes that there is a need for special concern about
underutilization of care and services.
4.3 MULTIPLE AGREEMENTS. Notwithstanding Section 9.15 hereof, if PCP is a
party to more than one agreement with VISTA or a VISTA Affiliate for
the provision of Covered Services to Members, VISTA shall have the
right to determine, in VISTA's sole discretion, whether this Agreement
or such other agreement governs with respect to the amount of
reimbursement for Covered Services provided to a particular Member
which VISTA is obligated to pay PCP.
4.4 MEMBER RESPONSIBILITY. PCP acknowledges and agrees that VISTA shall
have no financial or other liability with respect to a Member's
failure to pay PCP amounts due PCP for Co-Payment, Co-Insurance, or
Deductible as required under the Member's VISTA Coverage Plan or for
non-Covered Services.
4.5 EMERGENCY SERVICES. VISTA shall pay for all Emergency Services
provided to Members, regardless of whether (i) a Pre-Authorization was
obtained, or (ii) the Provider is a Participating or Non-Participating
Provider, as required under applicable state and federal law. VISTA
shall not deny payment for Emergency Services based on the Member's
failure to notify VISTA in advance of seeking treatment or within a
certain period of time after the Emergency Services were rendered.
VISTA shall pay for the screening, evaluation and examination that are
reasonably calculated to assist the Provider in arriving at the
determination as to whether the Member's condition is an Emergency
Medical Condition. If a determination is made that an Emergency
Medical Condition does not exist, payment for services rendered
subsequent to that determination shall be governed by this Agreement.
The determination as to whether an Emergency Medical Condition exists
shall be made by a physician of the hospital or, to the extent
permitted by applicable law, by other appropriate licensed
professional hospital personnel under the supervision of the hospital
physician.
5 TERM. Unless earlier terminated as provided in this Agreement, this
Agreement shall
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commence as of the Effective Date, as defined in Section 9.26 hereof,
and shall end on the first (1st) anniversary of the Effective Date and
shall automatically renew for successive one (1) year periods
(collectively, the "Term"), unless either party provides the other
party with written notice of its intent to terminate this Agreement at
least sixty (60) days prior to the end of the then current Term.
6 TERMINATION.
6.1 TERMINATION BY MUTUAL CONSENT. The parties may terminate this
Agreement at any time upon their mutual, written consent.
6.2 TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement
without cause by providing sixty (60) days prior written notice to the
other party.
6.3 TERMINATION FOR MATERIAL BREACH. Either party may terminate this
Agreement for material breach. If a party (the "Non-Breaching Party")
believes that the other party (the "Breaching Party") committed a
material breach of this Agreement, the Non-Breaching Party shall give
the Breaching Party written notice specifically setting forth the
nature of the material breach (the "Notice"). The Breaching Party
shall have thirty (30) days from the date of the Notice to cure or
otherwise eliminate the circumstances constituting the material
breach. If the Breaching Party fails to cure or eliminate the breach
within the thirty (30) day period, then the Non-Breaching Party may
terminate this Agreement effective sixty (60) days following the date
of the Notice.
6.4 AUTOMATIC TERMINATION/SUSPENSION. Notwithstanding Section 6.3 above,
VISTA may immediately terminate this Agreement or otherwise suspend
PCP from providing any and all services to Members under this
Agreement, as determined by VISTA in VISTA's sole discretion, upon
notice to PCP and immediate notice to AHCA and OIR if (i) PCP becomes
insolvent, files a petition for protection from its creditors, enters
into any general arrangement or assignment for the benefit of its
creditors, suffers or consents to the appointment of a trustee or a
receiver to take possession of substantially all of PCP's assets, or
in the event of the attachment, execution or other judicial seizure of
substantially all of PCP's assets; or (ii) VISTA determines, in
VISTA's sole discretion, that: (a) the actions or inactions of PCP are
causing or may cause imminent danger to the health, safety or welfare
of any Member; (b) PCP's license, DEA registration, hospital staff
privileges, right to participate in the Medicare or Medicaid program
or other accreditation is restricted, suspended or revoked or PCP
voluntarily relinquishes any of the foregoing; (c) PCP's ability to
practice medicine is effectively impaired by an action of the Board of
Medicine or other governmental agency; (d) PCP is convicted of a
criminal offense related to his/her involvement in Medicaid, Medicare
or social service programs under Title XX of the Social Security Act;
(e) PCP demonstrates a pattern of behavior which violates or is
contrary to VISTA Policies; or (f) PCP engaged in any other behavior
or activity that could be hazardous or injurious to any Member.
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6.5 TERMINATION ON PCP'S DEATH OR DISABILITY. VISTA shall have the right
to terminate this Agreement immediately upon PCP's death or disability
where, as determined by VISTA in VISTA's sole judgment and discretion,
PCP is unable to perform his or her duties and obligations as required
under this Agreement.
6.6 OIR CANCELLATION OF AGREEMENT AND NOTICE TO OIR AND AHCA. This
Agreement shall be canceled immediately upon issuance of an order by
OIR pursuant to Section 641.234 of the Florida Statutes. Further, in
the event that either VISTA terminates this Agreement without cause
under Section 6.2 hereof or PCP terminates this Agreement for any
reason whatsoever, the party so terminating this Agreement shall
provide OIR and AHCA, as required by applicable law, with sixty (60)
days advance written notice of such termination, or such longer time
as required by law; provided, however, that if VISTA terminates this
Agreement for any other reason, VISTA shall immediately provide OIR
and AHCA notice of such termination, as required by applicable law.
6.7 CONTINUING CARE RESPONSIBILITIES. Except as otherwise provided in this
Agreement, upon termination of this Agreement for any reason
whatsoever, the rights of each party shall terminate; provided,
however, that such termination shall not release PCP from: (i) PCP's
agreement not to seek compensation from Members, other than as
specifically permitted by Section 2.7, for Covered Services provided
by PCP to Members prior to the effective date of termination of this
Agreement, which agreement shall also be applicable after termination
of this Agreement with respect to Covered Services provided to Members
during any period in which PCP is providing continuing care to a
Member as contemplated below; and (ii) PCP's obligation, under
applicable law, to arrange and provide continuation of coverage and
care for those Members then utilizing PCP as their Primary Care
Physician or for whom treatment is otherwise active with PCP until the
earlier of: (a) the completion of treatment of a condition for which
the Member is receiving care on the effective date of termination; (b)
the date on which the transfer of such Member's care to another
Primary Care Physician can be arranged by VISTA; or (c) the next open
enrollment period offered by the Subscriber Group, if applicable;
provided, however, that PCP shall not be required to provide such
continuation of coverage and care to any Member longer than six (6)
months after the effective date of termination of this Agreement.
Notwithstanding the foregoing, VISTA shall allow PCP and PCP shall
continue to provide care after the termination of this Agreement for
any Member who initiated a course of prenatal care, regardless of the
trimester in which care was initiated, until completion of postpartum
care. Notwithstanding anything herein to the contrary, if termination
of this Agreement occurs during the insolvency of VISTA or in the
event that the contract between CMS and VISTA terminates or is not
renewed for any reason whatsoever, PCP shall provide Primary Care
Services to Members for the duration of the later of: (i) the period
for which the Member made payment under his/her VISTA Coverage Plan or
for the duration of the contract period for which CMS payments were
made to VISTA on behalf of the Member, as
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applicable; (ii) the duration of any stay by the Member in an
inpatient facility on the date of insolvency or, in the event that the
contract between CMS and VISTA expires or terminates, until the Member
is discharged from such facility; or (iii) such longer period of time
as may be necessary for VISTA to remain in compliance with federal and
state laws and regulations, including, without limitation, Medicare
and Medicaid. During any such continuation of care period, VISTA shall
compensate PCP in accordance with Schedule 4.1 of this Agreement for
care rendered to any Member and PCP shall be bound by the terms of
this Agreement. PCP further agrees that (i) this Section 6.7 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; and (ii) this Section 6.7 supersedes any oral
or written agreement to the contrary, whether now existing or
hereafter entered into between PCP and a Member, or persons acting on
a Member's behalf.
6.8 NOTIFICATION BY PCP TO VISTA. Upon termination of this Agreement for
any reason whatsoever (including expiration of this Agreement without
renewal), PCP shall notify VISTA in writing:
6.8.1 of the reason for PCP's termination of this Agreement; and
6.8.2 within fifteen (15) days of termination of this Agreement of (i)
a detailed list, in such format as required under VISTA
Policies, of all Members receiving Primary Care Services at the
time of termination of this Agreement who require continuation
of care in any capacity whatsoever with the Member's name,
address, phone number, identification number, type of service
required or equipment in use, frequency of such service and
ordering physician's name and phone number; and (ii) copies of
all medical records and treatment plans related to Members being
transitioned, in accordance with applicable law at no cost to
VISTA. In the event PCP fails to comply with this Section 6.8.2,
VISTA may withhold any and all payment due by VISTA to PCP until
such time as VISTA receives the requested information.
6.9 NOTIFICATION BY VISTA TO PCP. In the event VISTA terminates this
Agreement for any reason whatsoever or suspends PCP pursuant to
Section 2.12, VISTA shall provide PCP with written notice of the:
6.9.1 reasons for the action, including, if relevant, the standards
and profiling data used to evaluate PCP and the numbers and mix
of Primary Care Physicians needed by VISTA; and
6.9.2 with respect to Medicare Members only, PCP's right to appeal the
action and the process and timing requirements for requesting a
hearing.
6.10 NONPAYMENT. PCP acknowledges and agrees that nonpayment for goods or
services rendered by PCP to Members shall not be a valid reason for
avoiding the sixty (60)
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day prior notice requirement for termination of this Agreement, as set
forth above, or PCP's compliance with Section 6.7 hereof.
6.11 BENEFIT PROGRAMS. VISTA may terminate any and all Benefit Programs
with respect to all Participating Providers or solely with respect to
PCP, at VISTA's sole discretion, upon notice to PCP in accordance with
this Agreement; provided, however, that termination of this Agreement
with respect to a particular Benefit Program(s) shall have no effect
on the continuation of this Agreement with respect to all other
Benefit Programs as listed on Schedule D. As such, this Agreement
shall remain in full force and effect with respect to any Benefit
Program not specifically terminated.
6.12 EFFECT OF TERMINATION. Except as otherwise set forth herein, the
parties acknowledge and agree that neither party shall have any right
or obligation under this Agreement upon termination or expiration of
this Agreement for any reason whatsoever, including, but not limited
to any compensation not expressly provided for herein.
6.13 COOPERATION UPON TERMINATION. Upon termination of this Agreement for
any reason whatsoever, the parties shall cooperate with each other to
ensure compliance with this Agreement and the parties' continuing
obligations as required under this Agreement, including but not
limited to obligations of the parties set forth in Section 6.7 hereof.
7 RECORDS. PCP shall maintain, provide and allow access to records as set
forth on Schedule 7, attached hereto and incorporated herein, and otherwise
set forth in VISTA Policies and applicable laws and regulations. In the
event PCP fails to comply with any requirement set forth in Schedule 7 and
otherwise set forth in VISTA Policies and applicable laws and regulations,
VISTA may withhold any and all payment due by VISTA to PCP until such time
as PCP complies with VISTA's request.
8 NOTICE. Any notice required hereunder or otherwise given shall be in
writing and sent via (i) hand delivery, (ii) nationally recognized courier
service, (iii) facsimile (provided the transmitting telecopier
electronically confirms successful transmission of the notice and a
conformed copy is sent by another acceptable means within 24 hours
thereafter), or (iv) registered or certified mail, return receipt
requested. Notices shall be sent to or by VISTA or PCP at the addresses
listed below, or at such other addresses as either party may designate to
the other in writing:
To VISTA: Vista Healthplan, Inc.
1340 Concord Terrace
Sunrise, Florida 33323
ATT: Executive Vice President
Fax: (954) 846-0331
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With a copy to: Vista Healthplan, Inc.
300 South Park Road
Hollywood, Florida 33021
ATT: Senior Vice President and General Counsel
Fax: (954) 985-4379
To PCP: Continucare Medical Management, Inc.
7200 Corporate Center Drive, Suite 600
Miami, Florida 33126
ATT: President
With a copy to: Continucare Corporation
7200 Corporate Center Drive, Suite 600
Miami, Florida 33126
ATT: President
To OIR: Office of Insurance Regulation
Department of Financial Services
Bureau of Market Conduct
200 East Gaines Street
Tallahassee, FL 32399-0300
Notices shall be deemed given on the date of delivery as shown on the
delivery receipt or return receipt, or on the date noted on such receipt as
the date delivery thereof was refused, returned as unclaimed or determined
impossible to accomplish due to an unnoticed change of address. If any
notice is transmitted by facsimile transmission, the notice shall be deemed
served upon electronic confirmation of receipt of the transmission.
9 MISCELLANEOUS.
9.1 CONFIDENTIALITY.
9.1.1 CONFIDENTIAL MATERIALS. PCP acknowledges and agrees that as a
result of this Agreement, PCP may become informed of, and have
access to, valuable and confidential information of VISTA and
VISTA Affiliates, including, without limitation, (i) eligibility
lists and any other information containing the names, addresses
and telephone numbers of Members; (ii) VISTA Policies and all
forms related thereto; (iii) other policy and procedure manuals;
(iv) the provisions of this Agreement, including but not limited
to reimbursement provisions set forth herein; and (v) any other
information compiled or created by VISTA which is proprietary in
nature, including names, payment rates and methodologies,
business methods, trademarks, logos, patents and copyrights (the
"Confidential Information"), and that the Confidential
Information, even though it may be contributed, developed or
acquired, in whole or in part, by PCP, shall remain the
exclusive property of
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VISTA to be held by PCP in trust and solely for VISTA's benefit.
Accordingly, except as required by law or expressly authorized
under this Agreement, PCP shall not, at any time, either during
or subsequent to the Term, use, reveal, report, publish, copy,
transcribe, transfer or otherwise disclose to any person,
corporation or other entity, any of the Confidential Information
without the prior written consent of VISTA, except to
responsible persons who are in a contractual or fiduciary
relationship with VISTA and for information which legally and
legitimately is or becomes of general public knowledge from
authorized sources other than PCP or any person acting on PCP's
behalf.
9.1.2 RETURN OF CONFIDENTIAL INFORMATION. Upon termination of this
Agreement to the extent permitted by applicable law, PCP shall
promptly deliver to VISTA all Confidential Information that is
in PCP's possession or control, including all copies and
abstracts of Confidential Information.
9.1.3 CONFIDENTIAL OPERATIONS INFORMATION. Unless otherwise required
by law, PCP shall not disclose information relating to the
operations of VISTA or VISTA Affiliates to third parties without
obtaining VISTA's prior written consent.
9.1.4 CONFIDENTIALITY OF MEMBERS' INFORMATION. PCP shall protect the
confidentiality of Members' information and records to the
extent consistent with applicable law and shall comply with
VISTA Policies on the release of information (whether written or
oral) about Members and all applicable state and federal laws
and regulations protecting the confidentiality of Members'
records and disclosure of mental health records, medical records
and other health and Member information, including, but not
limited to, (i) all applicable requirements of the Health
Insurance Portability and Accountability Act of 1996, Public Law
104-191, as amended from time to time ("HIPAA"), and
particularly Title II, Subtitle F (Administrative
Simplification) thereof (42 U.S.C. Sections 1171 et. seq.) and
(b) all applicable HIPAA regulations, as amended from time to
time.
9.1.5 OWNERSHIP. Ownership of and right of control over all
Confidential Information shall vest exclusively in VISTA.
9.1.6 NON-SOLICITATION OF MEMBERS. PCP recognizes and agrees that
VISTA has a valuable business relationship with each of its
Members and, further, that PCP stands in a position to influence
Members' decisions concerning insurers. In recognition of
VISTA's valuable business relationships with its Members, PCP
agrees that, during the Term, and upon termination of this
Agreement for any reason whatsoever, PCP shall not solicit
Members, directly or indirectly, to enroll in any other health
insurance or health coverage or alternative health care delivery
system. PCP's obligation not to
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solicit Members is a material inducement for PCP's engagement by
VISTA pursuant to this Agreement. This Section 9.1.6, however,
is not intended to interfere with a Member's right to freely
select a Primary Care Physician or alternative health coverage
subsequent to termination of this Agreement. Further, PCP
acknowledges and agrees that any and all marketing or
solicitation communication with Medicare Members and Medicaid
Members must be approved in advance of dissemination by CMS or
AHCA, as applicable, in accordance with applicable requirements.
9.1.7 ENFORCEMENT. PCP acknowledges and agrees that irreparable injury
will result to VISTA in the event of PCP's breach of these
covenants, that a material inducement for PCP's engagement by
VISTA are the covenants set forth in this Section 9.1, and that
monetary damages in an action at law would not provide an
adequate remedy in the event of a breach of this Section 9.1.
PCP further acknowledges and agrees that the covenants set forth
in this Section 9.1 are necessary for the protection of VISTA's
legitimate business and professional duties, ethical
obligations, and interests and are reasonable in scope and
content. Accordingly, in the event of PCP's breach of (i) this
Section 9.1, or any part of this Section 9.1, this Section 9.1
may be enforced by the obtaining of an injunction to restrain
the violation thereof by PCP and all persons acting for or with
PCP; or (ii) Section 9.1.6, as determined by a court of
competent jurisdiction, PCP shall pay to VISTA and amount equal
to one thousand two hundred dollars ($1,200) for each Member PCP
inappropriately solicits, directly or indirectly, to enroll in
any other health insurance or health coverage or alternative
health care delivery system in violation of Section 9.1.6, in
addition to all other remedies VISTA may have at law or in
equity.
9.2 ASSIGNMENT. PCP shall not assign, delegate, subcontract, or otherwise
transfer its rights, obligations and/or interests arising under this
Agreement, including, but not limited to a transfer resulting from
either an asset or stock purchase, without the express written consent
of VISTA. VISTA may assign, delegate, subcontract or otherwise
transfer its rights, obligations and/or interests under this Agreement
to any successor, VISTA Affiliate or a party to which any of VISTA's
line(s) of business are sold, assigned or otherwise transferred,
without PCP's consent. This Agreement shall be binding upon and inure
to the benefit of the successors and permitted assigns of the parties.
9.3 SEVERABILITY. In the event that one or more provisions of this
Agreement are determined to be invalid, illegal or unenforceable, in
whole or in part, the validity, legality and enforceability of the
remaining terms of this Agreement shall not in any way be affected.
9.4 ATTORNEYS' FEES. In the event of any action, dispute, litigation or
other proceeding with respect to this Agreement or any specific term
of this Agreement, the prevailing
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party in such action, dispute, litigation or other proceeding shall be
entitled to recover reasonable fees, costs and expenses of counsel
incurred in connection with such proceeding, whether suit is
instituted or not, and if instituted, at both trial and appellate
levels, in addition to any and all other relief to which it may
otherwise be entitled at law or in equity.
9.5 MODIFICATIONS. VISTA may modify or amend one or more provisions of
this Agreement, including, but not limited to the addition of a new
Benefit Program, upon thirty (30) days notice to PCP. The failure of
PCP to object to such modification in writing to the Executive Vice
President of Provider Operations during the thirty (30) day notice
period shall constitute acceptance of such amendment or modification
as of the effective date set forth in the notice. If PCP objects to
such modification or amendment, VISTA may terminate this Agreement
upon its giving sixty (60) days prior notice to PCP, or on such other
date as is set forth in the notice to PCP; provided, further, that
this Agreement shall automatically be modified or amended without
notice or PCP's ability to reject such modification or amendment, to
the extent necessary from time to time to comply with the requirements
of state or federal laws or regulations or to comply with the
requirements or regulations of any Accreditation Organization, AHCA,
CMS, OIR, any other governmental agency with jurisdiction over VISTA
or PCP, or the requirements of any VISTA Coverage Plan.
Notwithstanding the foregoing, any and all changes or modifications to
this Agreement made within thirty (30) days prior to the effective
date of termination of this Agreement shall be effective only if
agreed to by the parties.
9.6 INCORPORATION OF SCHEDULES. All schedules and exhibits to this
Agreement are considered part of this Agreement and are fully
incorporated in this Agreement with the same effect as if such
schedules and exhibits were restated in their entirety in the body of
this Agreement.
9.7 GOVERNING LAW. This Agreement is made, delivered in and shall be
governed by and construed and enforced in accordance with all
applicable laws of the State of Florida and the United States of
America, including without limitation: (i) the Florida Health
Maintenance Organization Act, as amended, and the regulations
promulgated thereunder by OIR; (ii) the Federal Health Maintenance
Organization Act of 1973, as amended, and the regulations promulgated
thereunder by DHHS; (iii) the Florida Insurance Code, as amended, and
the regulations promulgated thereunder by OIR; (iv) Title XVIII of the
Social Security Act as amended, and the regulations promulgated
thereunder by CMS; (v) the Employee Retirement Income Security Act of
1974, as amended; (vi) Title XIX of the Social Security Act and the
regulations promulgated thereunder; and (vii) Sections 409.901 -
409.920 of the Florida Statutes, and the regulations promulgated
thereunder by AHCA. This Agreement is also subject to the applicable
rules and regulations of AHCA, CMS and OIR. Any provisions required by
any laws and regulations to be included in this Agreement shall be
binding upon VISTA and PCP whether or not expressly included or
referenced in this Agreement. Any and all references to specific laws
or regulations
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in this Agreement shall include any successor laws or regulations and
any and all amendments. The parties shall comply with all applicable
federal, state and local laws, rules and regulations of all governing
authorities over their respective businesses.
9.8 NON-EXCLUSIVE. VISTA acknowledges and agrees that this Agreement in no
way prohibits or restricts PCP from entering into a commercial
contract with any other health maintenance organization. PCP
acknowledges and agrees that this Agreement in no way prohibits or
restricts VISTA or any VISTA Affiliate from entering into a commercial
contract with any other health care provider, inside or outside of the
Service Area.
9.9 WAIVER. If any party decides not to terminate this Agreement, even
though it has the right to do so in a particular instance, or delays
its decision to terminate, such decision shall not be considered a
waiver of its right to terminate on a future occasion for the same or
any other reason, and any other waivers of the breach or violation of
any provision of this Agreement shall not operate as, or be construed
to be, a waiver of any subsequent breach of the same or another
provision of this Agreement. To be effective, a waiver of any of PCP's
obligations under this Agreement must be in writing and signed by an
authorized representative of VISTA.
9.10 INDEPENDENT CONTRACTORS.
9.10.1 The relationship between VISTA and PCP is an independent
contractor relationship. The parties acknowledge and agree that
neither party has the authority to make any representation,
warranty or binding commitment on behalf of the other party,
except as expressly provided in this Agreement or as otherwise
agreed to in writing by the parties, and nothing contained in
this Agreement shall be deemed or construed to (i) create a
partnership or joint venture between the parties or any
affiliate, employee or agent of a party; or (ii) constitute any
party or employee, agent or associate of a party as an
employee, agent or associate of the other party. No party shall
represent to any third party that it is an employee of another
party. PCP shall be responsible and shall pay in a timely
manner, FICA and all other taxes relating to payments made by
VISTA to PCP in accordance with this Agreement.
9.10.2 PCP acknowledges and agrees that VISTA shall have no
responsibility for PCP's license, income, FICA, unemployment or
any and all other taxes, fees or levies upon PCP. PCP shall and
hereby does indemnify and save harmless VISTA and VISTA
Affiliates and their respective directors, officers, employees,
representatives and affiliated and subsidiary companies from
and against all liability for the same.
9.11 CONSTRUCTION; ACKNOWLEDGMENT. All parties have participated in the
negotiation of
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this Agreement and, accordingly, the parties agree that this Agreement
shall be construed and interpreted without regard to any presumption
or other rule requiring construction against the party causing this
Agreement to be drafted. PCP read this Agreement in its entirety,
understands its contents, and had the advice of counsel as to this
Agreement's meaning and intent.
9.12 PROVIDER-PATIENT RELATIONSHIP. The parties acknowledge and agree that
any and all decisions rendered by VISTA in its administration of this
Agreement, including, but not limited to, all decisions with respect
to the determination of whether or not a service is a Covered Service,
are made solely to determine if payment of benefits under the
applicable VISTA Coverage Plan is appropriate. The parties further
acknowledge and agree that any and all decisions relating to the
necessity of the provision or non-provision of medical services or
supplies shall be made solely by the Member and PCP in accordance with
the usual provider-patient relationship. PCP shall have sole
responsibility for the medical care and treatment of Members under
PCP's care. PCP further acknowledges and agrees that it is possible
that a Member and PCP may determine that certain services or supplies
are appropriate even though such services or supplies are not Covered
Services under the applicable VISTA Coverage Plan and will not be paid
for or arranged by VISTA. PCP shall inform Members in writing prior to
provision of such non-Covered Services that such services are not
Covered Services and that the Member will be responsible for payment
for such non-Covered Services and collect the fees for such
non-Covered Services directly from the Member.
9.13 ANTI-GAG CLAUSE. Nothing contained in this Agreement is intended to
interfere with the provider-patient relationship or to prohibit or
otherwise restrict PCP from freely communicating with or advising or
advocating on behalf of a Member regarding the Member's health status,
medical care or treatment options, including any alternative
treatments that may be self-administered, medication treatment options
and any other medical care and treatment options for the Member which
PCP deems knowledge of such information to be in the Member's best
interest, regardless of benefit coverage limitations, including PCP's
provision of sufficient information to the individual to provide an
opportunity to decide among all relevant treatment options; the risks,
benefits and consequences of treatment or non-treatment; or the
opportunity for the individual to refuse treatment and to express
preferences about future treatment decisions.
9.14 HEADINGS. The headings contained in this Agreement are merely for the
purpose of convenience of reference only and do not in any way affect
the meaning or interpretation of this Agreement.
9.15 ENTIRE AGREEMENT. Except as otherwise provided herein, this Agreement
and all schedules and exhibits constitute the entire agreement and
understanding between the parties relating to the subject matter of
this Agreement and supersede all prior agreements between the parties,
oral or written, regarding the subject matter of this
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Agreement. Except as otherwise provided herein, in the event PCP
previously entered into a Primary Care Provider Services Agreement or
any similar agreement with VISTA and/or a VISTA Affiliate relating to
the subject matter of this Agreement or the provision of Primary Care
Services that has not expired or been otherwise terminated, such
agreement shall be deemed to have been superseded by this Agreement as
of the Effective Date.
9.16 COUNTERPARTS. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which together
shall constitute a single agreement.
9.17 JURISDICTION; VENUE; INCONVENIENT FORUM; JURY TRIAL. Any suit, action
or proceeding with respect to this Agreement shall be brought in
federal or state court located in Broward County, Florida and the
parties accept the exclusive personal jurisdiction of those courts for
the purpose of any suit, action or proceeding. THE PARTIES KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER PARTY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS
AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTION OF ANY PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.
9.18 INTERPRETATION OF CERTAIN TERMS. When the context of this Agreement
requires, the gender of all words shall include the masculine,
feminine and neuter, and the number of all words shall include the
singular and plural. All references herein to "Member" shall be deemed
only to refer and apply to VHP Members, VIP Members, Medicare Members,
Medicaid Members or Participants, as applicable to (i) the particular
context of the Agreement; and (ii) those certain Benefit Programs
listed on Schedule D hereof.
9.19 CUMULATIVE REMEDIES. Except as otherwise provided for to the contrary
in this Agreement, remedies provided for in this Agreement shall be in
addition to and not in lieu of any other remedies available to any
party and shall not be deemed a waiver or substitution for any action
or remedy the parties may have at law or in equity. Pursuit of a
particular remedy by a party shall not be deemed to constitute a
waiver of any other right or remedy such party may have at law or in
equity.
9.20 SUBCONTRACTS. Except as otherwise permitted in this Agreement, PCP
shall not delegate or subcontract any of its obligations under this
Agreement without the prior written consent of VISTA. If PCP, with
VISTA's consent, carries out any of its obligations or duties under
this Agreement through a subcontract, such subcontract shall contain a
clause which requires the subcontractor to comply with any and all
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obligations and duties imposed on PCP in this Agreement, including
Medicare and Medicaid laws and regulations. Such subcontract shall
provide that the performance of the parties is monitored by VISTA on
an ongoing basis and that VISTA may take enforcement actions in the
event such subcontractor fails to comply, in VISTA's determination,
with any obligation or duty imposed on PCP in this Agreement,
including the Medicare and Medicaid laws and regulations.
9.21 FORCE MAJEURE. No party to this Agreement shall be liable for any
default or delay in the performance of its obligations hereunder if
and to the extent the default or delay is caused, directly or
indirectly, by strikes, picketing, insurrection, acts of God, military
actions, terrorist attacks, war, emergencies, shortages or
unavailability of materials or other causes beyond a party's
reasonable control (a "Force Majeure Event"), and such party shall be
excused from performance and shall not be considered to be in default
hereunder in respect to the affected obligation. The suspension of
performance due to a Force Majeure Event shall be of no greater scope
and no longer duration than that which is reasonably necessary. The
excused party shall use its reasonable best efforts to remedy its
inability to perform as soon as possible.
9.22 NO THIRD PARTY BENEFICIARY. Except as otherwise expressly provided
herein, nothing in this Agreement is intended to, or shall be deemed
or construed to create any rights or remedies in any third party,
including but not limited to a Member.
9.23 PARTICIPATION IN BENEFIT PROGRAMS. PCP acknowledges and agrees that,
notwithstanding of the listing of a Benefit Program on Schedule D,
PCP's participation in any one or more Benefit Program(s) is under no
circumstances whatsoever conditioned by VISTA or a VISTA Affiliate or
dependent on PCP's participation or non-participation in any other
Benefit Program, relationship, arrangement, contract, line of business
or other agreement with VISTA or any VISTA Affiliate.
9.24 NO JOINT AND SEVERAL LIABILITY. Each of VHP, VIP and any Payor shall
be severally liable for its own actions or inactions arising under,
relating to or resulting from this Agreement. There shall be no joint
liability between or among any of VHP, VIP or any Payor.
9.25 EXECUTION BY AUTHORIZED REPRESENTATIVES. An authorized representative
of each party shall execute this Agreement and an authorized
representative of a party shall execute any and all notices given by
such party hereunder. PCP represents and warrants that the individual
executing this Agreement is authorized to bind PCP and all PCP Staff
to the rights, obligations, conditions and terms set forth in this
Agreement.
9.26 EFFECTIVE DATE. This Agreement shall be effective on the first day of
the month following the date of execution of this Agreement by VISTA,
as indicated below (the
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October 4, 2004
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"Effective Date").
9.27 SURVIVAL. Article 2, Section 6.7, Section 6.13, Article 7, Article 8,
and Article 9 of this Agreement shall survive termination or
expiration of this Agreement for any reason whatsoever.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the Effective Date.
VISTA HEALTHPLAN, INC. CONTINUCARE MEDICAL
MANAGEMENT, INC.
By: /s/ Duell O. Wise By: /s/ Richard C. Pfenniger, Jr.
------------------------------ -------------------------------------
Print Name: Duell O. Wise Print Name: Richard C. Pfenniger, Jr.
Title: Executive Vice President Title: President
Date: November 15, 2004 Date: November 12, 2004
Tax ID #: 65-0791417
VISTA INSURANCE PLAN, INC.
By: /s/ Duell O. Wise
------------------------------
Print Name: Duell O. Wise
Title: Executive Vice President
Date: November 15, 2004
FOR INTERNAL PURPOSES ONLY
TO BE COMPLETED BY VISTA:
EFFECTIVE DATE: __________________
PCP
October 4, 2004
23
LIST OF SCHEDULES
SCHEDULES
A OWNERSHIP DISCLOSURE
B PCP STAFF
C PRIMARY CARE SERVICES
D BENEFIT PROGRAMS
E LOCATIONS
1 DEFINITIONS
2.1 PCP REQUIREMENTS
2.19 MEDICAID REQUIREMENTS
2.22 HOSPITALIST PROGRAM PARTICIPATION
2.23 NETWORK ACCESS ARRANGEMENT REQUIREMENTS
4.1 COMPENSATION
7 RECORDS
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SCHEDULE A
OWNERSHIP DISCLOSURE
PCP
_________________________________________________________________________
(Must be identical to the name shown on the first page of this Agreement)
STATUS: ______ Sole Proprietorship
______ Professional Association
______ Partnership or Limited Liability Company
______ Corporation
List names and addresses of all principals and indicate each of their percentage
ownership in PCP, if applicable. "Principal" means any shareholder, officer,
director, partner, joint venturer or anyone else having an ownership interest in
or who participates in managerial control over PCP, however exercised. Attach
additional sheets if necessary.
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
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25
SCHEDULE B
PCP STAFF
To be provided separately after execution.
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October 4, 2004
26
SCHEDULE C
PRIMARY CARE SERVICES
PCP shall provide Members with the services listed below, in accordance
with and subject to this Agreement, VISTA Policies and the applicable VISTA
Coverage Plan.
A. PRIMARY CARE COVERED SERVICES include, but are not limited to all
services, tests, supplies and procedures dictated by the need for
preventive, diagnostic or therapeutic care for the treatment of a
particular injury, illness, condition or disease which does not
require the knowledge, skill or expertise of a Specialist Physician,
including, but not limited to, those which are provided in PCP's
office, a Member's home, a hospital, a nursing home or elsewhere;
B. VISION AND HEARING SCREENING (excluding refraction for vision
correction prescription);
C. FAMILY PLANNING SERVICES include, but not limited to, counseling with
respect to birth control and contraception, or assistance to determine
the cause(s) of infertility;
D. WELL BABY/CHILD CARE
E. APPROPRIATE REFERRAL SERVICES to Participating Providers, including
Specialist Physicians, for services of a non-primary care nature
including, but not limited to, orthopedics, ophthalmology, urology,
neurology, gastroenterology, surgery, obstetrics and gynecology,
otolaryngology, dermatology, cardiology and psychiatry; and
F. ADMINISTRATIVE SERVICES include, but are not limited to, arranging,
coordinating, and managing the delivery of Covered Services that are
not Primary Care Services to Members and the performance of
administrative functions in connection therewith in accordance with
this Agreement and VISTA Policies and as required by the applicable
VISTA Coverage Plan and Benefit Program.
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SCHEDULE D
BENEFIT PROGRAMS
PCP shall provide Primary Care Services in accordance with this Agreement
to Members who participate in the following Benefit Programs, as may be amended
from time to time.
HMO Commercial Group
HMO Individual
Medicare
Medicaid
Healthy Kids
Preferred Provider Organization
Point of Service
Network Access Arrangement
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SCHEDULE E
LOCATIONS
The following is a list of all PCP locations, including the address, phone
number, fax number and hours of operation for each such location.
===================== ========================================== ===================
PHONE (MAIN LINE)
HOURS OF PHONE (BACK LINE)
OPERATIONS* LOCATION FAX
===================== ========================================== ===================
CONTINUCARE HEALTH CENTERS 305-643-1000
8:00 a.m. - 5:00 p.m. 3631 West Flagler Street 305-643-0004
Miami, FL 33135 305-643-1005
CONTINUCARE HEALTH CENTERS 305-238-1111
8:00 a.m. - 5:00 p.m. 18853 SW 117th Avenue
Cutler Ridge, FL 33177 305-238-8597
CONTINUCARE HEALTH CENTERS 305-557-1000
8:00 a.m. - 5:00 p.m. 4680 W 17th Court
Hialeah, FL 33012 305-558-1212
CONTINUCARE MEDICAL GROUP @ CUTLER RIDGE 305-254-1500
8:00 a.m. - 5:00 p.m. 11000 SW 211 Street
Miami, FL 33189 305-254-1518
CONTINUCARE MEDICAL GROUP @ MARGATE 954-979-6900
8:00 a.m. - 5:00 p.m. 5643 NW 29 Street
Margate, FL 33063 954-970-2561
CONTINUCARE MEDICAL GROUP @ PLANTATION 954-321-7700
8:00 a.m. - 5:00 p.m. 6971 W. Sunrise Blvd, ste 201 954-321-7750
Plantation, FL 33313 954-584-4514
CONTINUCARE MEDICAL GROUP @ KENDALL 305-270-2700
8:00 a.m. - 5:00 p.m. 11701 Mills Drive
Miami, FL 33183 305-596-3147
8:00 a.m. - 5:00 p.m. CONTINUCARE MEDICAL GROUP @ DAVIE 954-434-8588
4801 S. University Drive 954-434-8702
Davie, FL 33328 954-680-2041
8:00 a.m. - 5:00 p.m. CONTINUCARE MEDICAL GROUP @ TAMARAC 954-722-5600
7101 W. McNab Road 954-722-5616
Tamarac, FL 33321 954-721-7790
8:00 a.m. - 5:00 p.m. CONTINUCARE MEDICAL GROUP @ PEMBROKE PINES 954-437-4004
460 N. University Drive 954-252-1005
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Pembroke Pines, FL 33024 954-437-8086
8:00 a.m. - 5:00 p.m. CONTINUCARE MEDICAL GROUP @ HOLLYWOOD 954-981-5200
5201 Hollywood Boulevard 954-981-5299
Hollywood, FL 33021 954-981-1614
8:00 a.m. - 5:00 p.m. CONTINUCARE MEDICAL GROUP @ SUNRISE LAKES 954- 748-8200
2900 N. University Drive 954-748-5810
Sunrise, FL 33322 954-742-7755
*Hours of operations are from Monday through Friday, excluding certain holidays.
PCP
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SCHEDULE 1
DEFINITIONS
ACCREDITATION ORGANIZATION - any organization engaged in the business of
accrediting or certifying health maintenance organizations that accredits VISTA
or a VISTA Affiliate.
ADVERSE OR UNTOWARD INCIDENT - an event, as defined in Chapter 395.0197(5) of
the Florida Statutes, over which PCP could exercise control which is more
probably associated, in whole or in part, with the Medical Intervention rather
than the medical condition for which such Medical Intervention occurred and
which results in one of the following:
A. death;
B. brain or spinal damage;
C. permanent disfigurement;
D. fracture or dislocation of bones or joints;
E. a resulting limitation of neurological, physical, or sensory function
which continues after discharge from the facility;
F. any condition that required specialized medical attention or surgical
intervention resulting from non-emergency medical intervention, other
than an Emergency Medical Condition, to which the Member has not given
his/her informed consent; or
G. any condition that required the transfer of the Member, within or
outside the facility, to a unit providing a more acute level of care
due to the Adverse Incident, rather than the Member's condition prior
to the Adverse Incident, including:
1. the performance of a surgical procedure on the wrong patient, a
wrong surgical procedure or wrong-site surgical procedure, or a
surgical procedure otherwise unrelated to the Member's diagnosis
or medical condition;
2. required surgical repair of damage resulting to a Member from a
planned surgical procedure where the damage was not a recognized
specific risk, as disclosed to the Member and documented through
the informed-consent process;
3. a procedure to remove unplanned foreign objects remaining from a
surgical procedure; or
4. any complaint or allegation of sexual misconduct and abuse, or
contact by a Provider employee or agent of a Provider.
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AHCA - the Agency for Health Care Administration, an agency of the State of
Florida.
ALLOWANCE - the Allowance shall be the pre-negotiated amount PCP agreed to
accept for Covered Services under this Agreement for Members enrolled in the (i)
VISTA Coverage Plan for Preferred Provider Organization Benefit Program; (ii)
VISTA Coverage Plan for Point of Service Benefit Program, solely for the
out-of-network component of such Benefit Program; or (iii) other Benefit
Program, as VISTA may determine, at VISTA's sole discretion under the applicable
VISTA Coverage Plan.
BILLED CHARGES - PCP's usual and customary rate for a particular service
provided to Members in effect on the Effective Date.
CAPITATION FEE - the fixed amount per Member per month PCP receives from VISTA
to provide Primary Care Services, as specifically set forth in Schedule 4.1
hereof, adjusted by a percentage of the actuarial value of benefit changes to
the applicable Members' VISTA Coverage Plan, as determined by VISTA and modified
from time to time at VISTA's sole discretion or as otherwise required by law.
CLAIM - (i) for non-institutional providers, a paper or electronic instrument
submitted to VISTA in accordance with this Agreement that consists of the HCFA
1500 data set, or its successor, that has all mandatory entries for a physician
licensed under Chapter 458, Chapter 459, Chapter 460 or Chapter 463 of the
Florida Statutes or psychologists licensed under Chapter 490 of the Florida
Statutes or any appropriate billing instrument that has all mandatory entries
for any other non-institutional provider; and (ii) for institutional providers,
a paper or electronic billing instrument submitted to VISTA in accordance with
this Agreement that consists of the UB-92 data set, or its successor, with
entries stated as mandatory by the National Uniform Billing Committee.
CLEAN CLAIM - a Claim submitted by PCP that has no defect or impropriety or
particular circumstance requiring special treatment that prevents timely
payment. In the event VISTA requires additional substantiating documentation,
including medical records or encounter data from a source outside of VISTA, the
claim shall be deemed a non-Clean Claim.
CMS - Centers for Medicare and Medicaid Services, an agency of the United States
of America.
CO-INSURANCE - upon satisfaction of the applicable Deductible, the percentage of
the Allowance not paid or payable by VISTA, which percentage is the
responsibility of the Member, and which is exclusive of all amounts due for
Deductibles, Co-Payments, benefit reductions, non-Covered Services and charges
in excess of the Allowance. The benefit payable by VISTA on behalf of a Member
under his/her VISTA Coverage Plan is the applicable percentage of the Allowance,
subject to all Deductibles, Co-Payments, Co-Insurance, penalties and other
charges provided for in the applicable VISTA Coverage Plan.
CO-PAYMENTS - charges pursuant to a VISTA Coverage Plan that are required to be
paid by a Member directly to PCP or a Covering Physician at the time Covered
Services are rendered, in accordance with the schedule of benefits applicable to
the particular VISTA Coverage Plan.
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October 4, 2004
32
COVERED SERVICES - all Medically Necessary physician, medical and hospital
services, benefits and supplies, including, without limitation, Primary Care
Services, Specialty Care Services, Emergency Services and Urgently Needed
Services, that VISTA is obligated to provide coverage for Members under the
terms of the applicable VISTA Coverage Plan.
COVERING PHYSICIAN - a Primary Care Physician who (i) is a duly licensed doctor
of medicine or osteopathy under the laws of the State of Florida; (ii) entered
into an agreement, either oral or written, with PCP to provide Covered Services
to Members when PCP is not available; and (iii) is a Participating Provider. A
Covering Physician must meet the "covering physician" requirements set forth in
VISTA Policies, and shall be required by PCP to abide by all terms and
conditions of this Agreement. A Covering Physician may include a Hospitalist
Physician.
CREDENTIALING CRITERIA - the protocol for the process performed by VISTA or its
designee to verify that a Participating Provider satisfies VISTA's requirements
for participation in its provider network, including, but not limited to
licensure, certification, and any other requirements and/or standards adopted by
VISTA regarding Participating Providers' qualifications. Credentialing Criteria
shall include protocols for the recredentialing process of Participating
Providers from time to time with such frequency as VISTA may elect.
DEDUCTIBLE - the amount of charges for Covered Services applied against the
relevant Allowance that a Member must pay in each calendar year before VISTA
will reimburse or pay for Covered Services.
DHHS - the Department of Health and Human Services, an agency of the United
States of America.
ELIGIBILITY INFORMATION - the eligibility information provided periodically to
PCP by VISTA, including the eligibility lists setting forth the names of all
Members choosing or assigned to PCP under this Agreement.
EMERGENCY MEDICAL CONDITION - (a) a medical condition manifesting itself by
acute symptoms of sufficient severity, which may include severe pain or other
acute symptoms, such that a prudent layperson, pursuant to section 4704 of the
1997 Balanced Budget Act, who possess an average knowledge of health and
medicine, could reasonably expect the absence of immediate medical attention to
result in any of the following: (1) Serious jeopardy to the health of a patient,
including a pregnant woman or fetus. (2) Serious impairment to bodily functions.
(3) Serious dysfunction of any bodily organ or part. (b) With respect to a
pregnant woman: (1) That there is inadequate time to effect safe transfer to
another hospital prior to delivery. (2) That a transfer may pose a threat to the
health and safety of the patient or fetus. (3) That there is evidence of the
onset and persistence of uterine contractions or rupture of the membranes.
EMERGENCY SERVICES - medical screening, examination, and evaluation by a
physician, or, to the extent permitted by applicable laws, by other appropriate
personnel under the supervision of a physician, to determine whether an
Emergency Medical Condition exists, and if it does, the care, treatment, or
surgery for a Covered Service by a physician which is necessary to relieve or
eliminate the Emergency Medical Condition, within the service capability of a
hospital.
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October 4, 2004
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ENCOUNTER DATA - documentation provided to VISTA by PCP on a monthly basis that
summarizes all relevant information that pertains to any occasion where a Member
receives Covered Services, including all data necessary to characterize the
context and purpose of each encounter between a Member and a Participating
Provider, supplier, physician or other practitioner, such as the Member
identification number, PCP identification number, date of service, applicable
CPT4 and ICD9 codes, place of service and PCP's usual and customary charge for
the service rendered. Encounter Data shall comply with applicable Accreditation
Organization standards, laws and regulations in effect from time to time, and
shall be on such forms and provided with such frequency as VISTA may require.
MEDICAID - the medical assistance program authorized by Title XIX of the Social
Security Act and the regulations promulgated thereunder and Sections 409.901 -
409.920 of the Florida Statutes as administered in the State of Florida by AHCA.
MEDICAID MEMBER - a person who is enrolled as a Member in a VISTA Medicaid Plan.
MEDICAL DIRECTOR - physician(s), or his/her designee(s), who is designated by
VISTA to review the provision of Covered Services to Members and perform certain
administrative duties.
MEDICAL INTERVENTION - actions of PCP in the provision of health care services.
MEDICALLY NECESSARY - any Covered Service provided by PCP or other Provider for
the diagnosis or treatment of a Member's injury or illness which is determined
by VISTA to be:
A. appropriate, necessary, individualized, specific and consistent with
the symptoms and diagnosis of the illness or injury under treatment
and not in excess of the Member's needs;
B. necessary to protect the life, prevent significant illness or
disability, or alleviate severe pain and provided for the diagnosis or
direct care and treatment of the Member's medical condition;
C. consistent with generally accepted professional medical standards and
not experimental or investigational, as may be described in the
applicable VISTA Coverage Plan;
D. furnished in a manner not primarily intended for the convenience of
the Member, the Member's caretaker, PCP or other Provider;
E. consistent with the utilization management program, quality management
program and benefits applicable to the particular VISTA Coverage Plan
under which the Covered Services are rendered;
F. reflective of the service that can be safely furnished and for which
no equally effective and more conservative or less costly treatment is
available, and for hospital inpatient services, could not, consistent
with the provision of appropriate medical
PCP
October 4, 2004
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care, be effectively furnished more economically on an outpatient
basis or in an inpatient facility of a different type;
G. the most appropriate and cost effective service or supply consistent
with generally accepted medical standards or care. For inpatient
stays, this means that acute care as an inpatient is necessary due to
the kind of services the Member is receiving or the severity of the
Member's condition, and that safe, cost effective and adequate care
cannot be received as an outpatient or in a less intensified medical
setting; and
H. furnished at the most appropriate and cost effective level of care
that may be provided safely and effectively to the Member.
The fact that a Provider prescribed, recommended, or approved medical goods
or services does not, in itself, make such care, goods or services
Medically Necessary or a Covered Service.
MEDICARE - the Medicare Advantage Program provided under Title XVIII of the
Social Security Act, as amended.
MEDICARE MEMBER - a person who is enrolled as a Member in a VISTA Medicare Plan.
MEMBER - any eligible individual enrolled under any VISTA Coverage Plan, and the
eligible dependents of such individual who are enrolled under said VISTA
Coverage Plan, including, without limitation, a Medicare Member, a Medicaid
Member and a Participant, as determined by VISTA in VISTA's sole discretion.
NETWORK ACCESS ARRANGEMENT - an agreement by and between a Payor and VISTA or a
VISTA Affiliate whereby VISTA or the applicable VISTA Affiliate agree to, among
other things, provide certain administrative services in connection with a Payor
Agreement, which may include, but not be limited to network access and
administrative services and claims payment services, as set forth in the
applicable Network Access Arrangement. NETWORK ACCESS ARRANGEMENTS ARE NOT AND
ARE NOT INTENDED TO BE INSURANCE AS DEFINED UNDER THE FLORIDA INSURANCE CODE OR
A HEALTH MAINTENANCE ORGANIZATION PRODUCT AS DEFINED UNDER CHAPTER 641 OF THE
FLORIDA STATUTES.
NON-PARTICIPATING PROVIDER - a health care provider including, but not limited
to, physicians, physician's assistants, osteopaths, chiropractors, dentists,
optometrists, opticians, podiatrists, advanced registered nurse practitioners,
midwives and nurse midwives, hospitals and other health care facilities that is
not under contract, directly or indirectly, with VISTA to provide Covered
Services to Members.
OIR - the Office of Insurance Regulation, Department of Financial Services, an
agency of State of Florida.
PARTICIPANT - an individual enrolled under a Payor Agreement in accordance with
the applicable Payor Agreement.
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October 4, 2004
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PARTICIPATING HOSPITALS - general acute care hospitals licensed by the State of
Florida that entered into a written agreement with VISTA to provide Covered
Services to Members.
PARTICIPATING PROVIDER - a health care provider including, but not limited to,
physicians, including Primary Care Physicians and Specialist Physicians,
physician's assistants, osteopaths, chiropractors, dentists, optometrists,
opticians, podiatrists, advanced registered nurse practitioners, midwives and
nurse midwives, hospitals and other health care facilities which is under
contract, directly or indirectly, with VISTA to provide Covered Services to
Members.
PAYOR - a domestic or foreign insurer, payor, employer, or other risk-bearing
entity that entered into (i) a Payor Agreement and (ii) a Network Access
Arrangement.
PAYOR AGREEMENT - an agreement, arrangement or understanding by and between a
Payor and a Participant whereby the Payor agrees to, among other things, arrange
for or provide access to the provision of Covered Services to the Participant.
PRE-AUTHORIZATIONS - authorization that must be obtained from VISTA, or its
designee, prior to the provision of certain Covered Services, as set forth in
VISTA Policies and as required by the applicable VISTA Coverage Plan and this
Agreement.
PRIMARY CARE PHYSICIAN - a doctor of medicine or osteopathy who is a family
practitioner, general practitioner, internist, obstetrician/gynecologist,
pediatrician, or other practitioner as permitted under state law, licensed by
the State of Florida, and who entered into a written agreement with VISTA to
provide Primary Care Services to Members.
PRIMARY CARE SERVICES - those Medically Necessary Covered Services generally
provided by Primary Care Physicians to all of their patients, as set forth in
Schedule C hereof.
PROVIDER - includes both Participating Providers and Non-Participating
Providers.
REFERRAL/REFER - recommendation of a Member to a Participating Provider that may
or may not require prior approval by VISTA, in accordance with VISTA Policies
and as required by the applicable VISTA Coverage Plan.
RISK MANAGEMENT - the identification, investigation, analysis and evaluation of
risk and the solicitation of the most advantageous methods of correcting,
reducing or eliminating identifiable risks.
SERVICE AREA - the area consisting of those Florida counties for which VISTA has
regulatory approval to provide services pursuant to its license under Chapter
641 of the Florida Statutes, as amended by VISTA from time to time in VISTA's
sole discretion.
SICK CARE -non-urgent problems that do not substantially restrict normal
activity, but could develop complications if left untreated. (e.g. chronic
disease).
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October 4, 2004
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SPECIALIST PHYSICIAN - a physician or osteopath licensed to practice medicine by
the State of Florida (other than a Primary Care Physician) who entered into a
written agreement with VISTA, either directly or indirectly, to provide
Specialty Care Services to Members pursuant to a Referral or Pre-Authorization
from a Primary Care Physician.
SPECIALTY CARE SERVICES - those Medically Necessary Covered Services generally
provided by Specialist Physicians in their respective fields of training and
experience.
SUBSCRIBER GROUP - any public or private organization, firm, association,
business, employer group or other entity which entered into a VISTA Coverage
Plan for the provision of health care services to its constituents.
URGENTLY NEEDED SERVICES/URGENT CARE - Covered Services for conditions that (i)
though not life-threatening, could result in serious injury or disability to the
Member unless medical attention is received or (ii) substantially restrict a
Member's activity; and (iii) which are provided (a) when a Member is temporarily
absent from the Service Area or; (b) under unusual and extraordinary
circumstances, when the Member is in the Service Area but all Participating
Providers are temporarily unavailable or inaccessible when such Covered Services
are Medically Necessary and immediately required (1) as a result of an
unforeseen illness, injury, or condition; and (2) it was not reasonable given
the circumstances to obtain the Covered Services through a Participating
Provider. Examples include, without limitation, high fever, animal bites,
fractures, severe pain, infectious illness, flu, and respiratory ailments.
VHP MEMBER - a Member enrolled in a VISTA Coverage Plan operated by VHP.
VIP MEMBER - a Member enrolled in a VISTA Coverage Plan operated by VIP.
VISTA AFFILIATE - those entities under common Control with VISTA or a VISTA
Affiliate. For purposes of this Agreement the term "Control" and each of its
correlative forms shall mean the possession, direct or indirect, of the ability
to direct or cause the direction of the management and policies of an entity,
whether through ownership of voting securities or another form of equity
interest, through membership control or by contract. For purposes of this
Agreement, the term "Affiliate" shall mean any entity (now existing or hereafter
created or acquired) Controlling, Controlled by, or under common Control with,
the specified entity.
VISTA COVERAGE PLAN - an arrangement, contract or undertaking pursuant to which
VISTA, any VISTA Affiliate or any Payor administers or arranges for the
provision of Covered Services for Members, including, without limitation, those
Benefit Programs listed on Schedule D. A VISTA Coverage Plan shall include VISTA
Medicare Plans, VISTA Medicaid Plans and Payor Agreements.
VISTA MEDICAID PLAN - any VISTA Coverage Plan covering the provision of Covered
Services to Medicaid Members.
VISTA MEDICARE PLAN - any VISTA Coverage Plan covering the provision of Covered
Services to Medicare Members.
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October 4, 2004
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VISTA POLICIES - the rules, policies and procedures of VISTA governing,
including, without limitation, administrative, utilization and quality
management requirements, including InterQual(R) Guidelines; credentialing and
recredentialing standards and policies; quality improvement programs; terms for
payment; Encounter Data reporting; provider manuals and confidentiality of
Member information, as amended by VISTA, in VISTA's sole discretion, from time
to time. VISTA Policies may also include certain rules, policies and procedures
applicable to Network Access Arrangements.
WELL CARE - a routine medical visit for one of the following: Child Health
Check-Up visit, family planning, routine follow up to a previously treated
condition or illness, adult physicals and any other routine visit for other than
the treatment of an illness.
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October 4, 2004
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SCHEDULE 2.1
PCP REQUIREMENTS
PCP shall comply with the following requirements throughout the Term:
A. LICENSURE. PCP shall maintain in good standing all required
licenses, certifications, registrations and permits, as required
under all applicable local, state and federal laws and regulations
and this Agreement.
B. CREDENTIALING. PCP shall and shall cause PCP Staff, as applicable,
to comply with VISTA's Credentialing Criteria by providing a
completed credentialing application and such additional information
concerning PCP's and/or PCP Staff's licensure; education;
experience; training; references; malpractice liability insurance;
hospital staff status, hospital clinical privileges and hospital
staff reappointment dates; eligibility for payment under Medicare
and Medicaid, including information as to whether PCP or PCP Staff
is excluded from or voluntarily opted out of the Medicare or
Medicaid program; disciplinary status; and any other information as
VISTA may request from time to time, which is on VISTA's forms and
is executed and dated and includes an attestation by PCP and/or PCP
Staff, as applicable, of the correctness and completeness of the
application and other information submitted in support of the
application. PCP hereby authorizes VISTA to query the National
Practitioner Databank and any and all other authorities with
information regarding PCP. PCP shall and shall cause PCP Staff, as
applicable, to notify VISTA within ten (10) days of any change in
the information provided by PCP or PCP Staff to VISTA in their
credentialing or recredentialing application or any information
submitted in support of such applications. PCP shall and shall cause
PCP Staff, as applicable, to cooperate with VISTA's recredentialing
process that is conducted at least every three (3) years, as
required pursuant to VISTA Policies. Further, PCP shall permit VISTA
to conduct office site visits in connection with its credentialing
and recredentialing processes and shall fully cooperate with all
VISTA personnel conducting such visits. In the event PCP or PCP
Staff fails to comply with VISTA's Credentialing Criteria or with
any corrective action plan imposed on PCP or PCP Staff as a result
of VISTA's credentialing or recredentialing activities, PCP and PCP
Staff, as applicable, shall be subject to any and all enforcement
actions imposed on PCP and/or PCP Staff by VISTA in accordance with
VISTA Policies and as otherwise permitted under this Agreement or
pursuant to all applicable laws and regulations. PCP's and PCP
Staff's credentialing application shall be incorporated into this
Agreement. Neither PCP nor PCP Staff shall provide any services to
any Member and VISTA shall have no obligation to pay for any
services provided by PCP or PCP Staff to a Member prior to the
Effective Date or the approval of PCP's or PCP Staff's credentialing
application by VISTA. In the event PCP or PCP Staff provides any
service to any Member prior to the Effective Date or the approval of
PCP's or PCP Staff's credentialing application by VISTA, VISTA shall
have the right to automatically deny PCP's and PCP Staff's
credentialing application and terminate this Agreement.
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C. NOTICE OF CERTAIN ACTIONS OR EVENTS. PCP shall immediately notify
VISTA, in writing, of any of the following actions taken by or
against PCP: (i) the surrendering, revocation or suspension of any
license, certification, registration or permit pertaining to the
services provided under this Agreement; (ii) any action to restrict,
suspend or revoke PCP's right to participate in the Medicare or
Medicaid program or PCP's clinical or staff privileges at any
hospital or health care facility or if PCP voluntarily relinquishes
any of the foregoing; (iii) any claim alleging PCP's medical
malpractice, Notice of Intent to Initiate Litigation filed against
PCP, as defined in Section 766.106, Florida Statutes, or summons or
complaint alleging PCP's medical malpractice; (iv) any lapse or
material change in PCP's professional liability insurance as
required under this Agreement; (v) any indictment or conviction of
PCP for a felony; (vi) any disciplinary action, fine, penalty, or
other sanction imposed upon PCP by AHCA, CMS, OIR or any other
local, state or federal regulatory agency or notice of the
commencement of a proceeding that could lead to any of the
foregoing; or (vii) any other situation, including PCP's bankruptcy
or insolvency or loss of any board certification, which might
materially adversely affect PCP's ability to carry out PCP's duties
and obligations under this Agreement, or which would materially
change the representations made in PCP's credentialing or
recredentialing application.
D. PCP ACCEPTANCE OF MEMBERS. PCP shall accept as patients all Members
who selected or were assigned by VISTA to PCP. Notwithstanding the
foregoing, upon sixty (60) days prior written notice to VISTA and
VISTA's prior written approval, PCP may decline to accept as new
patients Members who have not previously selected, been assigned to
PCP or otherwise been a patient of PCP, including as an insured with
another insurer or Payor other than VISTA, provided, that PCP (i)
then has no less than two hundred (200) Members as patients, unless
this requirement is waived by VISTA upon the request of PCP, (ii)
agrees not to accept as new patients members of any other health
maintenance organization, insurer or Payor; and (iii) met all other
requirements concerning a PCP's acceptance of additional Members as
are set forth in VISTA Policies and; provided, further, that PCP
shall continue to provide care to those Members who selected PCP or
were assigned to his/her panel at the time of the panel closure,
regardless of whether the Member has begun a course of treatment
with or obtained services from PCP. Upon PCP's acceptance of a
Member, PCP may terminate the Member from its panel only upon
satisfaction of applicable VISTA Policies and applicable law and
regulation.
E. INSURANCE. PCP shall maintain throughout the Term, at its sole cost
and expense, professional liability insurance and general liability
insurance consistent with applicable law, VISTA Credentialing
Criteria and VISTA Policies as shall be necessary to insure it and
its employees and contractors against any and all claims for damages
arising by reason of death or personal injuries occasioned directly
or indirectly in connection with PCP's acts or omissions in the
performance of Covered Services pursuant to this Agreement
("Insurance"). PCP shall, to the extent PCP is reasonably able to do
so, obtain Insurance on an occurrence basis. If PCP obtains
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October 4, 2004
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claims-made Insurance, PCP shall obtain "tail" coverage that is
effective upon termination of the claims-made policy and a
retroactive effective date of such policy to ensure there is no
lapse in coverage. PCP shall provide verification of compliance with
this provision to VISTA upon VISTA's request. PCP shall ensure that
its liability insurance company is required to provide VISTA with
thirty (30) days prior written notice of cancellation, termination
or non-renewal of PCP's Insurance. The cancellation, termination
and/or non-renewal of PCP's Insurance, as required under this
Agreement, shall be deemed to be a "material breach" of this
Agreement. Notwithstanding the foregoing to the extent permitted by
applicable Florida law, in the event PCP does not maintain
Insurance, PCP shall post any and all notices and statements
relating to insurance coverage as required by applicable Florida
law. PCP shall immediately notify VISTA whenever a Member files a
claim or a notice of intent to commence legal action against PCP, if
known to PCP, including the details of the nature, circumstances and
disposition of such claim.
F. ADMINISTRATIVE GUIDELINES. PCP shall comply with VISTA Policies and
cooperate with and participate in all internal and external Quality
Improvement Organizations' (QIO") review process; independent
quality review and improvement organizations' activities;
utilization management, including patient assessment and disease
management programs, credentialing and recredentialing, and quality
assurance and management and other administrative activities,
including site medical audit reviews, financial audits and post
audit interviews by VISTA personnel or internal or external
financial or other audit programs; performance improvement projects;
Health Plan Employer Data and Information Set reporting requirements
and performance measurement and reporting activities, in each case
consistent with applicable law as may be established or implemented
by VISTA or its designees from time to time. PCP shall comply with
all final determinations rendered by VISTA in connection with any of
the foregoing. PCP shall cooperate and participate in any program
required for VISTA's compliance with the Medicare and Medicaid
programs and any other federal or state laws and regulations or the
rules and regulations of Accreditation Organizations. PCP shall
grant VISTA, AHCA, CMS, OIR, any Accreditation Organization, any QIO
and any other agency with governing or accreditation authority over
VISTA access to its facilities and records on reasonable notice
during ordinary business hours for the purpose of conducting any
reviews, audits or site visits in connection with the foregoing in
accordance with this Agreement. To the extent permitted by
applicable law, PCP shall provide such medical and other records or
data required by VISTA or any regulatory agencies governing VISTA in
connection with the foregoing within ten (10) days of written notice
to PCP without cost to VISTA.
G. CARE MANAGEMENT. PCP acknowledges that, to the extent required by
law, VISTA has procedures to identify, assess establish treatment
plans for persons with complex or serious medical conditions. PCP
shall comply with all applicable VISTA Policies regarding treatment
for such conditions and all applicable treatment plans. With respect
to individuals with complex or serious medical conditions, PCP shall
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October 4, 2004
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assist VISTA in (i) identifying such individuals; (ii) diagnosing,
assessing and monitoring such individuals; and (iii) establishing
and implementing treatment plans for such individuals that (a) are
appropriate for their condition; (b) are time-specific; (c) are
updated periodically; (d) ensure adequate coordination of care among
Providers; and (e) include an adequate number of direct access
visits to Specialist Physicians consistent with the treatment plan.
H. GRIEVANCES, APPEALS AND DISPUTES. VISTA has established and shall
maintain a grievance and appeal procedure for the resolution of
grievances, appeals and expedited grievances and appeals involving
Members, a copy of which is available to PCP on request. PCP agrees
that any dispute, complaint, grievance, appeal or claim asserted
pursuant to this Agreement, any VISTA Coverage Plan or otherwise or
in connection with the provision of Covered Services under this
Agreement shall be resolved in accordance with VISTA's grievance and
appeal procedure, including procedures for expedited review of
determinations and reconsiderations upon the request of a Medicare
Member and in accordance with Medicare law. PCP shall cooperate with
VISTA in connection with its resolution of any grievance or appeal,
including gathering and forwarding any and all information,
including but not limited to medical records, requested by VISTA or
any governmental agency in connection with the investigation and
resolution of such grievance or appeal, at no cost to VISTA within
such timeframe requested by VISTA or as otherwise required by
applicable law. VISTA shall have final authority over the resolution
of all grievances and appeals, and PCP shall comply with all final
determinations made by VISTA pursuant to VISTA's grievance and
appeal procedure. In the event an oral or written grievance or
appeal is presented to PCP by a Member, PCP shall immediately notify
VISTA of such grievance or appeal and provide VISTA with a copy of
the grievance or appeal if in writing.
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SCHEDULE 2.19
MEDICAID REQUIREMENTS
As required by applicable Medicaid laws and regulations, this Schedule
2.19 shall modify this Agreement to meet Medicaid requirements as determined by
the Medicaid HMO Model Contract ("Model Contract") between VISTA and/or a VISTA
Affiliate, as applicable ("VISTA") and the Florida Agency for Health Care
Administration, ("AHCA"). In case of any conflict between the terms of this
Agreement and this Schedule 2.19, the terms and provisions of this Schedule 2.19
shall prevail.
I. VISTA'S RESPONSIBILITY TOWARDS AHCA.
VISTA is responsible for all work performed under the Model Contract
between AHCA and VISTA. In accordance with the Model Contract and subject
to written approval by AHCA, VISTA is entering into a subcontract with
PCP. The subcontract is the combination of this Agreement and this
modifying Schedule 2.19. The parties shall comply with 42 C.F.R. 438.230
and 42 C.F.R. 438.214. PCP shall comply with any and all requirements
imposed on VISTA and/or PCP as a subcontractor of VISTA as set forth in
the Model Contract.
This Agreement and this Schedule 2.19 shall not in any way relieve VISTA
of any responsibility for the performance of its duties under the Model
Contract. All tasks related to this Agreement and this Schedule 2.19 shall
be performed in accordance with the Model Contract.
VISTA shall not discriminate with respect to participation, reimbursement,
or indemnification as to any provider, including PCP, who is acting within
the scope of the provider's license, or certification under applicable
state law solely on the basis of such license or certification in
accordance with Section 4704 of the Balanced Budget Act of 1997.
II. CONDITIONS AND METHOD OF PAYMENT.
A. THIRD PARTY RESOURCES COLLECTION.
VISTA assumes full responsibility for third party collections. If
third party liability exists, payment of claims shall be determined
in accordance with section 70.20 of the Model Contract (Third Party
Resources).
B. SUBMISSION OF PAYMENT INFORMATION.
PCP shall submit all information necessary for payment of claims in
accordance with the Agreement.
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C. METHOD AND AMOUNT OF COMPENSATION.
VISTA shall compensate PCP in accordance with this Agreement,
641.3155, F.S., 42 C.F.R. 447.46, 42 C.F.R. 447.45(d)(2), (3), (5)
and (6). Upon AHCA's request, VISTA shall make disclosure of the
method and amount of compensation or other consideration to be
received from VISTA. PCP shall not charge for any service provided
to Medicaid Members at a rate in excess of the rates established by
this Agreement in accordance to Section 1128B(d)(1), Social Security
Act (enacted by Section 4704 of the Balanced Budget Act of 1997). If
this Agreement contains provisions for charging the Medicaid Member
co-payments, cost sharing, or for missed appointments, this Schedule
2.19 renders such provisions null and void as the same pertain to
Medicaid Members.
D. PHYSICIAN INCENTIVE PLANS.
If VISTA uses a Physician Incentive Plan ("PIP"), the PIP shall
comply with 42 C.F.R. 417.479, 42 C.F.R. 438.6(h), 42 C.F.R. 422.208
and 42 C.F.R. 422.210. VISTA shall make no specific payment directly
or indirectly under a PIP to PCP as an inducement to reduce or limit
Medically Necessary services furnished to a Medicaid Member. The PIP
shall not contain provisions that provide incentives, monetary or
otherwise, for the withholding of Medically Necessary care. VISTA
shall disclose to CMS information on PIPs in accordance with 42
C.F.R. 417.479(h)(1) and 417.479(I) and at the times indicated in 42
C.F.R. 417.479(d) - (g). VISTA shall submit all such information to
AHCA for approval, in writing, prior to use. If any other type of
withhold arrangement currently exists, it must be omitted from all
subcontracts.
III. MONITORING AND INSPECTIONS.
A. RECORDS.
1. MAINTENANCE. PCP is required to maintain an adequate record
system for recording services, charges, dates and all other
commonly accepted information elements for services rendered
to beneficiaries under this Agreement as specifically required
under Section 20.13 of the Model Contract. PCP shall maintain
and shall provide access to such records as required by state
and federal law until the expiration of five (5) years after
the furnishing of services pursuant to this Schedule 2.19 or,
if longer, until the resolution of any ongoing audit with
respect thereto. PCP shall request and obtain prior approval
from VISTA for the disposition of records if this Agreement is
continuous.
2. INSPECTION OF RECORDS. PCP shall make available to the
Secretary of DHHS and AHCA and their designee(s) upon request
this Agreement, this Schedule 2.19 and all books, documents
and records necessary to inspect and certify
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October 4, 2004
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the quality, appropriateness and timeliness of services
performed, the cost of those services, payment thereof and for
any other lawful purpose.
3. SAFEGUARDING INFORMATION. PCP shall safeguard information
about beneficiaries in accordance with 42 C.F.R. 438.224.
B. CREDENTIALING.
VISTA and PCP shall monitor and oversee that all licensed medical
professionals are credentialed in accordance with VISTA's and AHCA's
credentialing requirements.
C. MONITORING OF SERVICES RENDERED TO MEDICAID MEMBERS.
PCP shall allow VISTA to monitor services rendered to Medicaid
Members.
IV. PCP FUNCTIONS.
A. POPULATION SERVED.
PCP shall render Medicaid health care services to Medicaid Members
in accordance with the Medicaid coverage and limitations handbooks,
unless otherwise specified in this Agreement or this Schedule 2.19.
B. AMOUNT, DURATION AND SCOPE OF SERVICES.
PCP shall render such services for the duration specified in this
Agreement, unless sooner terminated or unless extended pursuant to
this Schedule 2.19.
Notwithstanding any other provision of this Agreement or this
Schedule 2.19, PCP shall continue rendering these services through
the term of the capitation period for which AHCA paid VISTA
regardless of events such as VISTA's insolvency, expiration of this
Agreement, or termination of this Agreement, unless the termination
occurred for the benefit or protection of Medicaid Members.
C. TIMELY ACCESS.
To the extent applicable, PCP shall give timely access to physician
appointments and treatment and comply with the following
availability schedule: urgent care - within one day; routine sick
care - within one week; well care - within one month.
D. PREGNANT WOMEN.
1. FLORIDA'S HEALTHY START PRENATAL RISK SCREENING. As required
under applicable state law, PCP shall offer Florida's Healthy
Start risk screening to each Medicaid Member who is pregnant
as part of her first prenatal visit.
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PCP shall (i) use the Florida Department of Health ("DOH")
prenatal risk DH Form 3134; (ii) retain a copy of the
completed screening instrument in the Medicaid Member's
medical record; (iii) provide a copy of the completed
screening instrument to the Medicaid Member; and (iv) submit
the completed DH Form 3134 to the county health department in
the county where the prenatal screen was completed within ten
(10) business days of completion.
2. FLORIDA'S HEALTHY START INFANT POSTNATAL SCREENING INSTRUMENT.
As required under applicable state law, PCP shall (i) complete
Florida's Healthy Start Postnatal Screening Instrument (DH
Form 3135) on each live birth; (ii) submit DH Form 3135 with
the Certificate of Live Birth to the county health department
in the county where the infant was born; (iii) retain a copy
of the completed DH Form 3135 in the Medicaid Member's medical
record; (iv) provide a copy of the completed DH Form 3135 to
the Medicaid Member; and (v) offer the family referral to
further Healthy Start services, as appropriate.
3. WOMEN, INFANTS AND CHILDREN OFFICE. PCP shall coordinate with
the local Women, Infants and Children ("WIC") Office to
provide the required referral data from the Medicaid Member's
most recent Child Health Check-Up visit and provide a copy of
the WIC Referral Form to the Medicaid Member and retain a copy
in the Medicaid Member's medical record.
4. HIV COUNSELING AND TESTING. As required under applicable state
law, PCP shall provide all women Medicaid Members of
childbearing age HIV counseling and testing at their initial
prenatal care visit and again at 28 -32 weeks of pregnancy. In
the event the Medicaid Member declines HIV testing, PCP shall
attempt to obtain a signed objection in accordance with
section 384.31 of the Florida statutes and Section 64D-3.019
of the Florida Administrative Code. PCP shall give all women
Medicaid Members who are HIV infected counseling about and
offer them the latest anti-retroviral regimen recommended by
the DHHS, Public Health Service Task Force entitled
Recommendations for the Use of Antiretroviral Drugs in
Pregnant HIV-1 Infected Women for Maternal Health and
Interventions to Reduce Perinatal HIV-1 Transmission in the
United States.
5. HEPATITIS B. PCP shall routinely screen all women Medicaid
Members receiving prenatal care for the hepatitis B surface
antigen ("HbsAg") early in each pregnancy, preferably during
the first prenatal visit. PCP shall routinely test all
pregnant Medicaid Members for HbsAg at the time of the first
examination relating to the current pregnancy and shall test
pregnant Medicaid Members for the HbsAg a second time at 28 -
32 weeks of pregnancy if they test negative at the first
visit. PCP shall perform the HbsAg test at the same time that
other routine prenatal screening is ordered. PCP shall refer
all women Medicaid Members who are HbsAg positive to the local
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October 4, 2004
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county health department and Healthy Start regardless of their
Healthy Start score.
6. NOTIFICATION OF PREGNANCY AND BIRTH. PCP shall immediately
notify VISTA and the Department of Children and Families
("DCF") of a Medicaid Member's pregnancy and births where the
mother is a Medicaid Member. PCP is responsible for completing
form DCF-ES 2039 and submitting it to the local DCF Economic
Self-Sufficiency Services office. VISTA's name shall be
indicated as the referring agency when the form DCF-ES 2039 is
completed.
7. NEWBORNS' AND MOTHERS' HEALTH PROTECTION ACT. PCP shall comply
with the requirements of the Newborns' and Mothers' Health
Protection Act.
8. DOCUMENTATION. PCP shall document in Members' medical records
discussions with Members' regarding scheduling of postpartum
visits for the purpose of voluntary family planning, including
discussion regarding all methods of contraception, as
appropriate, and counseling and services for family planning
to all women and their partners.
E. BEHAVIORAL HEALTH.
PCP shall administer functional assessments using the Functional
Assessment Rating Scales (for persons over age 18) ("FARS") and
Child Functional Rating Scale (for persons age 18 and under)
("CFARS") and shall administer and maintain the FARS and CFARS for
Members upon termination of providing such services.
F. REPORTING.
PCP shall submit all reports and clinical information required by
VISTA, including Child Health Check-Up reporting, if applicable. PCP
acknowledges and agrees that in the event PCP fails to comply with
any reporting requirement set forth in this Schedule 2.19, VISTA may
withhold any and all payment due by VISTA to PCP until such time as
VISTA receives the information and/or report that it requested.
G. PARTICIPATION IN QUALITY IMPROVEMENT AND OTHER REVIEWS.
PCP agrees to participate in any internal and external quality
improvement, utilization review, peer review, and grievance
procedures established by VISTA.
H. DOMESTIC VIOLENCE.
PCP shall screen Medicaid Members for signs of domestic violence and
shall offer referral services to applicable domestic violence
prevention community agencies.
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I. SUBSTANCE ABUSE.
PCP shall screen Medicaid Members for signs of substance abuse as
part of prevention evaluation at the following times and in the
following circumstances: initial contact with a new enrollee;
routine physical examination; initial prenatal contact; when the
enrollee evidences serious over-utilization of medical, surgical,
trauma, or emergency services; and when documentation of emergency
room visit suggests need.
J. CERTIFICATION.
PCP shall annually certify to VISTA whether or not his/her patient
load exceeds the limits as set forth under the Model Contract.
K. IMMUNIZATIONS.
PCP shall participate in the Vaccines for Children Program
administered by the DOH, Bureau of Immunizations.
L. MARKETING.
PCP may distribute plan brochures at PCP's offices comparing the
benefits of different plans with which they contract; provided,
however, that PCP shall not orally compare benefits among plans
unless marketing representatives from each plan are present. PCP
shall not furnish a list of Medicaid Members to any other plan or
take applications in their offices.
V. GENERAL PROVISIONS.
A. EXCULPATORY PROVISION.
PCP shall not hold AHCA or Medicaid Members liable for (i) any debts
incurred by PCP or (ii) in accordance with 42 C.F.R. 447.15, any
services for which VISTA is liable, as required under Section
641.3154 of the Florida Statutes. The foregoing provision shall
survive the termination of this Agreement, including termination due
to insolvency.
B. WAIVER.
Any provisions of this Agreement and/or this Schedule 2.19 which are
in conflict with the Model Contract shall be waived.
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C. WORKER'S COMPENSATION.
PCP shall secure and maintain during the Term of this Agreement worker's
compensation insurance for all its employees performing services under
this Agreement for whom such insurance is required. Such insurance shall
comply with the Florida Worker's Compensation Law.
D. INDEMNIFICATION/HOLD HARMLESS CLAUSE.
PCP shall defend and hold AHCA and Medicaid Members harmless from and
against all claims, damages, causes of action, costs or expense, including
court costs and reasonable attorney fees to the extent proximately caused
by any negligent act or other wrongful conduct arising from this
Agreement. This provision shall survive the termination of this
subcontract, including termination for breach due to insolvency.
E. DELEGATION OR SUBCONTRACTING OF FUNCTIONS.
PCP shall not delegate or subcontract any function under this Agreement or
this Schedule 2.19 without the specific prior written approval of VISTA.
If the Agreement requires delegation of service authorization, claims
payment and/or member services, PCP shall comply with VISTA's telephone
requirements for call response times, maximum hold times and abandonment
rates. Additionally, if the Agreement requires delegation of service
authorization, PCP shall provide for (i) timely authorizations; (ii)
effective dates for authorizations, if appropriate; and (iii) written
confirmation of adverse determinations to the provider and the Medicaid
Member, as required under applicable law. In such instances where PCP with
VISTA's approval delegates or subcontracts any such functions, such
subcontract or delegation must include all the Medicaid requirements of
this Agreement and this Schedule 2.19.
F. ELIGIBILITY TO PARTICIPATE IN THE MEDICAID PROGRAM.
PCP shall be eligible for participation in the Medicaid program and shall
have a unique identifier in accordance with the system established under
Section 1173(b) of the Social Security Act.
G. REVOCATION OF DELEGATED FUNCTIONS.
VISTA shall have the right to revoke any function delegated to PCP under
this Agreement and/or impose any sanctions VISTA deems appropriate in the
event VISTA or AHCA determines PCP's performance under this Agreement to
be inadequate.
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H. MEDICALLY NECESSARY OR MEDICAL NECESSITY.
Services provided in accordance with 42 C.F.R. 438.210(a)(4) and as
defined in Section 59G-1.010(166), F.A.C., to include that medical or
allied care, goods, or services furnished or ordered must:
(a) Meet the following conditions:
1. Be necessary to protect life, prevent significant illness or
significant disability, or to alleviate severe pain;
2. Be individualized, specific, and consistent with symptoms or
confirmed diagnosis of the illness or injury under treatment,
and not in excess of the patient's needs;
3. Be consistent with the generally accepted professional medical
standards as determined by the Medicaid program, and not
experimental or investigational;
4. Be reflective of the level of service that can be safely
furnished, and for which no equally effective and more
conservative or less costly treatment is available, statewide;
and
5. Be furnished in a manner not primarily intended for the
convenience of the Member, the Member's caretaker, or the
Provider;
(b) "Medically Necessary" or "Medical Necessity" for inpatient hospital
services requires that those services furnished in a hospital on an
inpatient basis could not, consistent with the provisions of
appropriate medical care, be effectively furnished more economically
on an outpatient basis or in an inpatient facility of a different
type.
(c) The fact that a Provider has prescribed, recommended, or approved
medical or allied goods, or services does not, in itself, make such
care, goods or services medically necessary, a medical necessity or
a Covered Service.
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SCHEDULE 2.22
HOSPITALIST PROGRAM PARTICIPATION
PCP hereby agrees to participate in VISTA's Hospitalist Program unless
otherwise indicated by PCP's signature below.
ACKNOWLEDGED & AGREED THAT PCP HAS DETERMINED NOT TO PARTICIPATE IN VISTA'S
HOSPITALIST PROGRAM.
Print Name: ______________________________
Signature: ________________________________
EFFECTIVE DATE: ___________________________
PCP
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SCHEDULE 2.23
NETWORK ACCESS ARRANGEMENT REQUIREMENTS
This Schedule 2.23 shall apply to Network Access Arrangements and shall
supplement and modify this Agreement with respect to Participants. In case of
any conflict between the terms of this Agreement and this Schedule 2.23, the
terms and provisions of this Schedule 2.23 shall prevail with respect to
Participants only. All references to VISTA in this Agreement shall apply to the
applicable Payor, unless otherwise required by the applicable Network Access
Arrangement, VISTA Policies or to the extent required by applicable laws and
regulations.
I. NETWORK ACCESS ARRANGEMENTS.
VISTA offers Network Access Arrangements to Payors (i) in connection with
the applicable Payor Agreement pursuant to which, among other things,
Participants are entitled to Primary Care Services that are reimbursable
to PCP by the Payor in such amounts as specifically set forth on Schedule
4.1, Exhibit 7, attached hereto and incorporated herein; and (ii) pursuant
to which each of VISTA and the applicable Payor assume certain
responsibilities and obligations, as set forth in the applicable Network
Access Arrangement.
II. DUTIES OF PCP.
A. PROVISION OF PRIMARY CARE SERVICES.
PCP shall provide Primary Care Services to Participants in
accordance with the applicable Payor Agreement and this Agreement.
B. BILLING AND COLLECTION.
PCP shall be entitled to bill and collect from the applicable Payor
and/or Participants, as required under the applicable Payor
Agreement or as otherwise set forth in VISTA Policies, charges for
all services provided to a Participant, including but not limited to
Covered Services, including Primary Care Services, in accordance
with and subject to the applicable Payor Agreement, Schedule 4.1 and
Exhibit 7 thereof, this Schedule 2.23 and VISTA Policies. PCP
acknowledges and agrees that VISTA in no way guarantees or is liable
for (i) payment for any services rendered by PCP to Participants,
including, but not limited to Covered Services or (ii) timeliness of
payment for services rendered by PCP to Participants.
III. CLAIMS PAYMENT.
A. LIABILITY FOR CLAIMS PAYMENT.
1. PAYOR; PARTICIPANT LIABILITY. PCP acknowledges and agrees that
either the applicable Payor and/or Participant, as applicable,
shall be liable for the payment of all claims for all
services, including Covered Services, rendered
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by PCP to Participant, in accordance with the applicable Payor
Agreement.
2. NO VISTA LIABILITY. PCP acknowledges and agrees that VISTA
shall not be liable for payment of any claims for any
services, including Covered Services, rendered by PCP to
Participants. PCP further acknowledges and agrees that under
no circumstances whatsoever shall VISTA be an insurer,
guarantor, or underwriter of the responsibility or liability
of a Payor or Participants to pay for services rendered by PCP
to Participants, including Covered Services.
B. REPRESENTATION AND WARRANTY. PCP hereby represents and warrants that
the compensation amounts set forth in Schedule 4.1, Exhibit 7 hereof
("Compensation") are, in fact, true discount prices compared to
PCP's Billed Charges for the same services. PCP acknowledges and
agrees that irreparable injury will result to VISTA in the event of
PCP's breach of this Schedule 2.23 and that a material inducement
for PCP's engagement by VISTA are the covenants set forth in this
Schedule 2.23. In the event PCP breaches this Schedule 2.23, VISTA
shall have the right, in addition to any other right or remedy
VISTA may have under this Agreement or at law or in equity, to
automatically terminate this Agreement.
IV. INDEMNIFICATION.
A. PCP'S OBLIGATIONS. PCP shall indemnify, defend, and hold harmless,
VISTA, VISTA Affiliates and their officers, directors, employees,
affiliates, subsidiaries and agents from and against all expenses,
claims, losses, damages, debts, obligations and other liabilities
(or actions in respect thereof), including reasonable attorneys'
fees and court costs incurred in the investigation, settlement or
defense of any such action, whether threatened or actual, at trial
level or on appeal, arising out of or resulting from the acts or
omissions of PCP or its officers, employees or agents occurring
during or in connection with the performance of or failure to
perform any of PCP's obligations under this Agreement or this
Schedule 2.23 and the provision of or failure to provide any and
all services by PCP to Participants in accordance with this
Agreement.
B. PAYORS' OBLIGATIONS. PCP acknowledges and agrees that, with respect
to Network Access Arrangements, Payor has certain responsibilities
and obligations as set forth in the applicable Network Access
Arrangement, Payor Agreement, this Agreement and applicable VISTA
Policies. Based on the foregoing, PCP shall indemnify, defend, and
hold harmless, VISTA, VISTA Affiliates and their officers,
directors, employees, affiliates, subsidiaries and agents from and
against all expenses, claims, losses, damages, debts, obligations
and other liabilities (or actions in respect thereof), including
reasonable attorneys' fees and court costs incurred in the
investigation, settlement or defense of any such action, whether
threatened or actual, at trial level or on appeal, arising out of or
resulting from the acts or omissions of Payor or its officers,
employees or agents occurring during or in connection with the
performance
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of or failure to perform any of Payor's responsibilities or
obligations under the applicable Network Access Arrangement, Payor
Agreement, this Agreement and this Schedule 2.23 and the provision
of or failure to provide any and all services by Payor in accordance
with the applicable Network Access Arrangement, Payor Agreement,
this Agreement and the VISTA Policies.
V. SILENT PPO.
The parties acknowledge and agree that this Agreement is intended to apply
to legitimately directed business through Payors' participation in a
Network Access Arrangement. VISTA agrees not to make available, directly
or indirectly, the Compensation to individuals who are not Participants at
the time PCP renders Primary Care Services to such individuals.
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SCHEDULE 4.1
COMPENSATION
I. COMPENSATION FOR CAPITATED SERVICES.
A. CAPITATION FEE. For each Member selecting or assigned to PCP, VISTA
shall pay to PCP on a monthly basis the applicable Capitation Fee,
as set forth in the applicable Exhibit(s) to this Schedule 4.1. This
Capitation Fee shall serve as payment for all Primary Care Services
set forth in Schedule C, except as otherwise set forth in the
applicable Exhibit(s) to this Schedule 4.1 ("Capitated Services"),
subject to adjustment in accordance with this Agreement. Such
payments shall be made by VISTA to PCP on or before the fifteenth
(15th) day of each month and shall constitute payment in full for
all Capitated Services and obligations provided by PCP under this
Agreement, except applicable Co-Payments, Deductibles and
Co-Insurance amounts.
B. DEDUCTIONS FROM CAPITATION FEE. If PCP Refers a Member to a Provider
in a manner inconsistent with VISTA Policies, the cost of any
services provided by such Provider shall, at VISTA's discretion, be
the financial responsibility of PCP, and VISTA may deduct such
amount from any and all payment otherwise due PCP from VISTA,
including the Capitation Fee.
C. CAPITATION FEE ADJUSTMENTS. If, in VISTA's determination, a Member
should have been included on PCP's Member list and was not so
included, VISTA shall retroactively add such Member to PCP's panel
for a period of up to ninety (90) days from the date VISTA
determines that the particular Member should have been included in
PCP's panel and PCP shall receive applicable Capitation Fee payments
on behalf of that Member for such period. If, in VISTA's
determination, a Member was erroneously or inappropriately placed on
PCP's panel or is retroactively terminated, VISTA shall offset any
Capitation Fee payment previously paid to PCP on behalf of such
Member for a period of up to one (1) year from any and all payments
otherwise due PCP, including the Capitation Fee; provided, however,
that such one (1) year limitation shall not apply to Members covered
under Federal Employee Health Benefit Program, Medicare or Medicaid
pursuant to an adjustment made by CMS or AHCA, as applicable.
D. PRORATION OF CAPITATION FEE UPON TERMINATION. PCP acknowledges and
agrees that if the effective date of termination of this Agreement
occurs on any day other than the first (1st) day of a month, the
Capitation Fee shall be prorated to account for only those days that
this Agreement was in effect during the applicable month in which
the termination is effective.
E. PAYMENT UPON TERMINATION FOR CONTINUATION OF CARE SERVICES. Upon
termination of this Agreement for any reason whatsoever, as required
under applicable law and regulations and in accordance with Section
6.7 hereof, VISTA shall pay PCP and PCP shall accept as payment in
full for all Capitated Services
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rendered by PCP to Members for continuation of care and treatment as
required under Section 6.7 an amount equal to the Capitation Fee for
each such Member PCP is providing continuation of care and treatment
for each month PCP is required to provide such services as set forth
in Section 6.7, in accordance with this Schedule 4.1.
II. COMPENSATION FOR NON-CAPITATED PRIMARY CARE SERVICES.
A. PAYMENT OF CLAIMS; TIMELY SUBMISSION OF CLAIMS. VISTA shall
compensate PCP as set forth in this Schedule 4.1 for non-Capitated
Services set forth in the applicable Exhibit(s) to this Schedule 4.1
("Fee For Services"). Fee For Services shall also include any and
all claims for non-assigned Members not otherwise payable under this
Schedule 4.1, Section I. VISTA shall pay all Clean Claims or any
portion of a Clean Claim submitted by PCP to VISTA for Fee For
Services furnished by PCP to Members in accordance with applicable
state and federal law and regulations; provided; however, that VISTA
shall have no obligation whatsoever to pay for any service(s)
rendered by PCP to a Member if PCP fails to submit a Claim for such
services in accordance with applicable state and federal law.
B. CLAIMS APPEALS. In the event VISTA denies a claim submitted by PCP
to VISTA or PCP otherwise contests the accuracy of VISTA's payment
for services rendered to a Member, PCP shall have sixty (60) days
from the date of PCP's receipt of VISTA's denial or payment of such
claim to file a written appeal with VISTA contesting such claim
denial or the accuracy of the payment in accordance with VISTA
Policies. If PCP fails to file an appeal with VISTA in accordance
with VISTA Policies within such sixty (60) day period, PCP agrees
that such claims shall be deemed uncontestable.
C. CLAIMS PAYMENT INFORMATION. PCP shall send any and all Claims to the
applicable mailing or electronic address as set forth in Exhibit 8,
attached hereto and incorporated herein, unless otherwise required
by VISTA Policies or the applicable VISTA Coverage Plan. If PCP has
any questions or concerns regarding Claims, PCP may call such
numbers as indicated in Exhibit 8.
D. EXHAUSTION OF APPEALS PROCESS. PCP shall exhaust all remedies
available to PCP under VISTA's internal dispute resolution process,
as set forth in this Agreement and VISTA Policies, as a prerequisite
to PCP's submission of a claim resolution pursuant to the state
provider assistance program.
E. UP-CODING. PCP acknowledges and agrees that up-coding by PCP with
the intent to obtain reimbursement from VISTA not otherwise due PCP
is a false and fraudulent insurance claim punishable in accordance
with Section 641.52(5) of the Florida Statutes.
F. DUPLICATE CLAIMS. PCP shall not submit a duplicate claim to VISTA
for the same
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services provided to the same Member on the same date of service
unless it is determined that the original claim was not received or
is otherwise lost.
G. RETROACTIVE ADJUSTMENTS. Any retroactive demands by PCP for payment
due to underpayments or non-payments for Covered Services must be
reconciled to specific Claims unless the parties agree to other
reconciliation methods and terms.
H. FLORIDA MOTOR VEHICLE NO-FAULT LAW. PCP shall comply with the
Florida Motor Vehicle No-Fault Law, Section 627.736, Florida
Statutes (the "No-Fault Law"), by filing all Claims with the motor
vehicle liability insurer for services provided by PCP to Members
related to a Member's personal injuries which are covered under
motor vehicle liability insurance within the required thirty (30) or
sixty (60) day time period, as required under the No-Fault Law.
VISTA shall have no obligation to pay any Claim for services
provided by PCP to a Member that is denied by the motor vehicle
liability insurer due to PCP's failure to comply with the
requirement under the No-Fault Law for timely filing of claims.
I. CPT CODES. In submitting claims to VISTA, PCP shall use the most
current procedural terminology ("CPT") codes on all required forms.
PCP shall comply with all rules and guidelines governing use of CPT
Codes, including, but not limited to inclusive CPT codes.
J. BILLED CHARGES. In the event PCP's Billed Charge for a service
listed in any Exhibit hereto is changed by any amount whatsoever, in
any manner whatsoever (the "New Billed Charge"), (i) PCP shall
immediately notify VISTA; and (ii) this Agreement shall be
automatically amended, without the need for PCP's consent, so that
the compensation set forth herein is reduced to reflect the same
percentage discount to the New Billed Charge for the particular
service(s) as the compensation represents with respect to Billed
Charge for such service(s). PCP acknowledges and agrees that
irreparable injury will result to VISTA in the event of PCP's breach
of this Schedule 4.1 and that a material inducement for PCP's
engagement by VISTA are the covenants set forth in this Schedule
4.1. In the event PCP breaches this Schedule 4.1, VISTA shall have
the right, in addition to any other right or remedy VISTA may have
under this Agreement or at law or in equity, to automatically (i)
terminate this Agreement and (ii) offset any and all payments
otherwise due PCP from VISTA, including future compensation, in an
amount equal to the difference between (1) compensation paid by
VISTA to PCP where the compensation was based on the New Billed
Charge which compensation did not equal the same percentage discount
to the New Billed Charge for the particular service(s) as the
compensation represented with respect to the Billed Charge for such
service(s) and (2) compensation based on the New Billed Charge which
is equal to the same percentage discount to the Billed Charge for
the particular service.
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III. PAYMENTS TO VISTA.
A. OVERPAYMENTS. In the event VISTA determines, as a result of
retroactive review of coverage decisions or payment levels or
otherwise, it made an overpayment to PCP for services rendered to a
Member, VISTA shall make a claim to PCP for such overpayment in
accordance with applicable state and federal laws and regulations.
PCP shall pay a claim for overpayment submitted by VISTA to PCP in
accordance with applicable state and federal laws and regulations.
B. OFFSET. PCP acknowledges and agrees that VISTA may reduce payment to
PCP in connection with a claim for overpayment at VISTA's discretion
or in the event PCP fails to comply with Article III of this
Schedule 4.1.
C. RECOVERY RIGHT. PCP acknowledges and agrees that VISTA shall have
the right to recover any and all amounts due VISTA by PCP under this
Agreement, as determined by VISTA in VISTA's sole discretion and in
accordance with applicable laws and regulations.
D. RETROACTIVE ADJUSTMENTS. Any retroactive reductions of payments or
demands for refund of previous overpayments that are due to
retroactive review of coverage decisions or payment levels must be
reconciled by VISTA to specific claims, unless the parties agree to
other reconciliation methods and terms.
IV. PHYSICIAN INCENTIVE PAYMENTS. As required by applicable law, the parties
shall comply with the rules applicable to Physician Incentive Plan
Regulations contained in 42 C.F.R. 422.208 and 42 C.F.R. 422.210, as
amended ("PIP Regulations"). PCP shall cooperate with and assist VISTA in
complying with the PIP Regulations by providing VISTA on a periodic basis
as required by the PIP Regulations (i) a description of the financial
methodology between VISTA and PCP; (ii) any applicable attestations
stating whether or not PCP is placed at substantial financial risk, as
defined in the PIP Regulations; and (iii) taking any and all other actions
as VISTA may request in order for VISTA to comply with the PIP
Regulations. PCP further acknowledges and agrees that in the event PCP is
deemed to be at substantial financial risk under the PIP Regulations, PCP
shall (i) cooperate and assist VISTA in conducting satisfaction surveys of
Members using PCP and (ii) obtain, at PCP's sole expense, any additional
stop loss insurance required pursuant to the PIP Regulations. In the event
PCP must obtain stop loss insurance pursuant to the PIP Regulations, PCP
shall obtain a stop loss policy with the following terms: (i) the policy
is guaranteed renewable; (ii) termination of the policy shall not affect
or reduce the policy insurer's obligation to cover, or responsibility for
coverage of, PCP's Claims for Covered Services provided to Members during
the term of such policy and which are covered under the applicable VISTA
Coverage Plan; (iii) VISTA is the designated beneficiary for Members
covered by the policy for incurred but unpaid benefits for the time frame
for which Capitation Fee payments were received by PCP in the event PCP is
insolvent or bankrupt; and (iv) the policy insurer will provide notice of
termination or cancellation of the policy to VISTA.
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V. ELECTRONIC DATA INTERCHANGE. Upon ninety (90) days prior notice by VISTA
to PCP, PCP shall submit all Claims and Encounter Data to VISTA by
electronic means in accordance with VISTA Policies and this Agreement.
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SCHEDULE 7
RECORDS
I. MAINTENANCE OF RECORDS.
A. GENERAL RECORDS; MEMBER RECORDS. PCP shall create and maintain in
accordance with general standards for book and record keeping books;
records; documents and other evidence of accounting procedures and
practices, physical facilities and equipment; records of account for
all financial transactions pertaining to the delivery of all
services to Members; records relating to Medicare Members; and any
additional information CMS, AHCA, OIR or VISTA may require in an
accurate and timely manner as reasonably necessary for VISTA to
properly administer each VISTA Coverage Plan consistent with state
and federal law and VISTA Policies ("General Records"). PCP shall
maintain all Member medical records and patient care documentation
relating to all services provided to Members, in such form and
containing such information as required by applicable federal and
state law in accordance with the usual and customary practices in
the State of Florida, including, without limitation, medical
histories, medical charts, records and reports from Specialist
Physicians and other Providers pursuant to any Referral or
Pre-Authorization, hospital discharge summaries and records of
Emergency Services or Urgently Needed Services ("Member Records").
B. FINANCIAL RECORDS. PCP shall create and maintain in accordance with
Generally Accepted Accounting Principals for book and record keeping
financial records relating to the operation of PCP's practice and
the provision of Primary Care Services, including, but not limited
to (i) organizational and work flow charts; (ii) shareholder lists;
(iii) all agreements and amendments related thereto, including, but
not limited to provider agreements; (iv) corporate documents,
including, but not limited to minutes of board of directors'
meetings, articles of incorporation and bylaws and all amendments
thereto, certifications and licenses, and insurance policies; (v)
financial statements, including, but not limited to financial
opinions, balance sheets, profit and loss statements, cash flow
statements, applicable notes, interim financial statements,
inter-company transactions, lag reporting (e.g. claims paid, checks
issued for the last twelve (12) months, as applicable), copies of
debt instruments, notes and loan agreements, pending taxes,
assessments, disputes and/or investigations, bank statements and
reconciliations and cancelled checks; (vi) if applicable, the
independent certification and reporting of claims reserves; (vii)
reinsurance agreements; (viii) Encounter Data transmission logs; and
(ix) historical claims data (the "Financial Records;" General
Records, Member Records and Financial Records collectively referred
to as the "Records").
B. RECORD RETENTION. All Records shall be treated as confidential so as
to comply with all state and federal laws regarding confidentiality
of patient records. Further, PCP shall maintain Records until the
expiration of six (6) years from the effective date of termination
of this Agreement or completion of an audit; whichever is later,
unless
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otherwise required by state or federal law.
II. PROVISION, INSPECTION AND AUDIT OF RECORDS. PCP shall provide Records only
to authorized individuals in accordance with this Agreement and state and
federal law. PCP shall not release original medical records except in
accordance with federal or state laws, court orders or subpoenas. PCP
shall permit DHHS, the United States Comptroller General, VISTA, AHCA,
CMS, OIR, any Accreditation Organization, and any other state or federal
agency with authority over VISTA, and/or their designees to audit,
evaluate, inspect and copy all Records, including pertinent books,
contracts, medical records, patient care documentation and other records
that pertain to any aspect of services performed, reconciliation of
benefit liabilities, and determination of amounts payable which are in
PCP's possession or control as may be necessary for compliance by VISTA
with the provisions of state and federal laws and regulations, the rules
and regulations of Accreditation Organizations and PCP's compliance with
this Agreement including, but not limited to, such books, contracts,
medical records, patient care documentation and other records necessary to
certify the nature and extent of costs of Medicare or Medicaid
reimbursable services provided under this Agreement or otherwise related
to Medicare Members or Medicaid Members and any additional information
that CMS or AHCA may require at no cost to VISTA or any such state or
federal agency or Accreditation Organization. Such right of audit,
evaluation, inspection and copying shall extend for at least six (6) years
following the termination of this Agreement and be retained further if
such Records are under review or audit until such review or audit is
complete or as otherwise required by state or federal law. Further, upon
VISTA's or any state or federal agency's or any Accreditation
Organization's request and subject to applicable patient confidentiality
restrictions, PCP shall provide a copy of all or part of a requested
Record, including a Member's medical record, to VISTA at no cost to VISTA
and/or such federal or state agency or such Accreditation Organization,
within fifteen (15) business days of receipt of such request or such
shorter period as required by law. PCP shall comply with any requirements
or directives issued by VISTA which are consistent with the requirements
of this Agreement, any Accreditation Organization, AHCA, CMS, OIR or any
other governmental authorities as a result of any evaluation, inspection
or audit of PCP.
III. MEMBER CONSENT. Where required by law, PCP shall obtain specific written
authorization from a Member prior to releasing such Member's medical
records. PCP acknowledges and agrees that the consent by a Member in the
applicable VISTA Coverage Plan enrollment form and/or PCP's standard
consent form is hereby deemed satisfactory Member consent for the release
of Members' Records, to the extent required by applicable law.
IV. TRANSFER OF MEDICAL RECORDS UPON TERMINATION. Upon the effective date of
termination of this Agreement (and the expiration of any period of any
continuing care obligation), or such earlier date as a Member may select
or be assigned to another Provider, regardless of whether this Agreement
then remains in effect, pursuant to a Member's or VISTA's request, PCP
shall copy all such Member's medical records in PCP's possession and
forward such records, at no cost to VISTA or the Member, to (i) such other
Provider as designated by VISTA; (ii) the Member; and (iii) VISTA, as
requested by VISTA or the Member. Such copies of the Member's medical
records may be in summary form.
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V. MEMBERS' RIGHTS. PCP shall ensure timely access by Members to review,
amend and obtain a copy of their medical records upon request, to the
extent required by applicable law.
VI. ADVANCE DIRECTIVES. PCP shall document whether or not a Member executed an
advance directive in a prominent part of the Member's medical record. PCP
shall certify if he/she cannot implement an advance directive on grounds
of conscience as permitted by state law.
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