EXHIBIT 10.2
AMENDMENT NUMBER 1
TO
PRIMARY CARE PROVIDER SERVICES AGREEMENT
EFFECTIVE JULY 1, 2004
This Amendment to Primary Care Provider Services Agreement (the
"Amendment"), effective as of July 1, 2004, is by and among Vista Healthplan,
Inc. ("VHP"), Vista Insurance Plan, Inc. ("VIP"; VHP and VIP collectively
referred to as "VISTA") and CONTINUCARE MEDICAL MANAGEMENT, INC. ("Provider").
WHEREAS, VISTA and Provider entered into that certain Primary Care
Provider Services Agreement (the "Agreement"); and
WHEREAS, Pursuant to Section 9.5 of the Agreement, VISTA desires to amend
the Agreement in the manner set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree to amend the Agreement as follows:
I. AMENDMENTS:
2. DUTIES OF PCP. SECTION 2.3 - REFERRALS AND PRE-AUTHORIZATIONS, IS
REPLACED WITH THE FOLLOWING: "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 REASONABLE
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 DOI 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. DUTIES OF PCP. SECTION 2.6 - COORDINATION OF BENEFITS, IS REPLACED WITH
THE FOLLOWING: "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 benefits or payments as
permitted under applicable law and this Agreement. PCP shall use its
REASONABLE 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 REASONABLY 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. DUTIES OF PCP. SECTION 2.11 - ENCOUNTER DATA, IS REPLACED WITH THE
FOLLOWING: "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, AFTER VISTA HAS PROVIDED PCP WRITTEN NOTICE DESCRIBING ANY
FAILURE AND ALLOWING PCP SIXTY (60) DAYS TO CORRECT SUCH FAILURE (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."
2. DUTIES OF PCP. SECTION 2.13 - VERIFICATION OF ELIGIBILITY, IS REPLACED
WITH THE FOLLOWING: "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 WILL retroactively add
Members to PCP's panel for a period of up to ninety (90) days from the
date VISTA determines, in VISTA's REASONABLE 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 a Member was erroneously or inappropriately placed on
PCP's Member list or is retroactively terminated, VISTA may offset any
Capitation Fee payment previously paid to PCP on behalf of such Member IN
ACCORDANCE WITH APPLICABLE FLORIDA AND FEDERAL LAW, FROM FUTURE PAYMENTS
DUE PCP. 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. DUTIES OF PCP. SECTION 2.17 - DISPARAGEMENT PROHIBITED, IS DELETED IN
ITS ENTIRETY AND NOT USED.
3 DUTIES OF VISTA. SECTION 3.1 - LIMITATION ON SELECTION OF PCP, IS
REPLACED WITH THE FOLLOWING: "VISTA MAY REASONABLY LIMIT, RESTRICT OR
SUSPEND MEMBERS' OPPORTUNITY TO SELECT PCP FOR PRIMARY CARE SERVICES (THE
"RESTRICTION"), EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO PCP WHICH
SHALL STATE THE REASON FOR SUCH ACTION (THE "VIOLATION"). PCP SHALL COMPLY
WITH ANY SUCH NOTICE; PROVIDED, HOWEVER, IF PCP CURES SUCH VIOLATION,
VISTA SHALL LIFT SUCH RESTRICTION."
3 DUTIES OF VISTA. A SECTION 3.4 TITLED "REPORTS" SHALL BE ADDED AS
FOLLOWS: "VISTA SHALL USE ITS BEST EFFORTS TO PROVIDE PCP WITH PERIODIC
STATEMENTS WITH RESPECT TO THE FINANCIAL ARRANGEMENTS RELATING TO THIS
AGREEMENT IN ACCORDANCE WITH PROCEDURES DEVELOPED BY VISTA. VISTA SHALL
USE ITS BEST EFFORTS TO PROVIDE PCP WITH THE FOLLOWING MONTHLY REPORTS IN
ELECTRONIC FORMAT NO LATER THAN FIFTEEN (15) DAYS AFTER THE END OF A
CALENDAR MONTH:
MEMBERSHIP LISTS.
LISTS OF MEMBERS ADDED OR DELETED FROM THE PRIOR MONTH'S REPORT.
DETAIL SUPPORT FOR CAPITATION FEE.
DETAIL OF CLAIMS PAID SINCE THE PRIOR MONTH'S REPORT.
DETAIL OF REVENUE EARNED BY MEMBER, INCLUDING ANY RETROACTIVE
ADDITIONS OR DELETIONS.
DETAIL OF MEDICARE RISK ADJUSTMENT ACTIVITY.
VISTA SHALL ALSO USE ITS BEST EFFORTS TO PROVIDE PCP QUARTERLY
RECONCILIATIONS OF THE POOL DESCRIBED IN SCHEDULE 4.1/EXHIBIT 3 WITH
ACCOMPANYING PROFIT AND LOSS STATEMENTS NO LATER THAN FIFTEEN (15) DAYS
AFTER THE END OF A CALENDAR QUARTER WHICH SHALL INCLUDE DETAILS ON STOP
LOSS RECOVERIES CREDITED TO THE POOL AND REFLECTED IN THE QUARTERLY PROFIT
AND LOSS STATEMENTS. TOGETHER WITH THE QUARTERLY RECONCILIATIONS, VISTA
SHALL USE ITS BEST EFFORTS TO PROVIDE PCP A REPORT LISTING CURRENT
CAPITATED SPECIALIST AND CAPITATED RATES. IN ADDITION TO THE REPORTS NOTED
ABOVE, VISTA WILL USE ITS BEST EFFORTS TO PROVIDE A DAILY AUTHORIZATIONS
ISSUED REPORT (UPON FINAL COMPLETION OF REPORT IN TO PRODUCTION) AND A
WEEKLY PREPAID CLAIMS FILED REPORT."
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3 DUTIES OF VISTA. SECTION 3.2 - ACCOUNTABILITY TO CMS, IS REPLACED WITH
THE FOLLOWING: "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. VISTA SHALL
COMPLY IN ALL MATERIAL RESPECTS WITH THE LAWS AND REGULATIONS THAT GOVERN
THE CONDUCT OF ITS BUSINESS RELATED TO THIS AGREEMENT."
4 COMPENSATION. SECTION 4.3. - MULTIPLE AGREEMENTS IS DELETED IN ITS
ENTIRETY AND NOT USED.
5 TERM. IS REPLACED WITH THE FOLLOWING: "Unless earlier terminated as
provided in this Agreement, this Agreement shall commence as of the
Effective Date, as defined in Section 9.26 hereof, and shall end on JUNE
30, 2008, 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 ONE HUNDRED EIGHTY (180) days prior to the end of the then current
Term."
6 TERMINATION. SECTION 6.2 - TERMINATION WITHOUT CAUSE IS DELETED IN ITS
ENTIRETY AND NOT USED.
6 TERMINATION. SECTION 6.4 - AUTOMATIC TERMINATION, IS REPLACED WITH THE
FOLLOWING: "Notwithstanding Section 6.3 above, VISTA may terminate this
Agreement immediately upon notice to PCP 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 REASONABLE
discretion, that: (a) the actions or inactions of PCP OR PCP STAFF; are
causing or may cause imminent danger to the health, safety or welfare of
any Member; (b) A PCP STAFF'S OR 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 STAFF
voluntarily relinquishes any of the foregoing AND WITH RESPECT TO THE PCP
STAFF AND SUCH PCP STAFF IS NOT PROMPTLY TERMINATED BY PCP; (c) A PCP
STAFF'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; or (e) PCP OR PCP STAFF engaged in any other behavior or
activity that could be hazardous or injurious to any Member. AS USED IN
THIS SECTION 6.4, THE TERM PCP SHALL REFER TO PCP AS A CORPORATE ENTITY."
6 TERMINATION. SECTION 6.7 - CONTINUING CARE RESPONSIBILITIES, IS REPLACED
WITH THE FOLLOWING: "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,
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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 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, Exhibit 3, Section II of
this Agreement for care rendered to any Member and PCP shall be bound by
the terms of this Agreement and PCP SHALL NOT BE AT RISK OR OTHERWISE
RESPONSIBLE FOR THE COST OF SERVICES OTHER THAN FOR PRIMARY CARE SERVICES.
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 TERMINATION. SECTION 6.11 - BENEFIT PROGRAMS, IS REPLACED WITH THE
FOLLOWING: "VISTA may terminate any and all Benefit Programs SO LONG AS
SUCH TERMINATION APPLIES with respect to all Participating Providers, 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."
7 RECORDS IS REPLACED WITH THE FOLLOWING: "PCP shall maintain, provide and
allow access DURING PCP'S REGULAR BUSINESS HOURS AND ALLOW AT LEAST FIVE
(5) BUSINESS DAYS ADVANCE WRITTEN NOTICE EXCEPT AS OTHERWISE REQUIRED BY
APPLICABLE LAWS AND REGULATIONS 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."
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8 NOTICE IS REPLACED WITH THE FOLLOWING: "Any notice required hereunder or
otherwise given shall be in writing and sent via (i) hand delivery, (ii)
nationally recognized courier service, , or (iii) 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
Attention: Senior Vice President of Provider Operations
With a copy to: Vista Healthplan, Inc.
300 South Park Road
Hollywood, Florida 33021
Attention: Senior Vice President and General Counsel
To PCP: Continucare Medical Management, Inc.
7200 Corporate Center Drive
Suite 600
Miami, Florida 33126
Attention: President
With a copy to: Continucare Corporation
7200 Corporate Center Drive
Suite 600
Miami, Florida 33126
Attention: President
To DOI: Department of Insurance
Division of Specialty Insurers
200 East Gaines Street
Tallahassee, Florida 32399-0300
Att: Health Section
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.
9 MISCELLANEOUS. SECTION 9.1.1 - CONFIDENTIAL MATERIALS, IS REPLACED WITH
THE FOLLOWING: "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 ITS 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; 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 VISTA ACKNOWLEDGES AND AGREES THAT AS A RESULT OF THIS
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AGREEMENT, VISTA MAY BECOME INFORMED OF, AND HAVE ACCESS TO, VALUABLE,
CONFIDENTIAL AND PROPRIETARY INFORMATION OF PCP AND ITS AFFILIATES. ALL
SUCH INFORMATION OF VISTA AND PCP SHALL BE REFERRED TO AS THE
"CONFIDENTIAL INFORMATION", shall remain the exclusive property of VISTA
AND PCP AS THE CASE MAY BE to be held by THE OTHER in trust and solely for
the other's benefit. Accordingly, except as required by law or expressly
authorized under this Agreement, NEITHER PCP NOR VISTA shall, 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 OF THE
OTHER without prior written consent of VISTA, except to responsible
persons who are in a contractual or fiduciary relationship with the PARTY
IN POSSESSION OF THE OTHER'S CONFIDENTIAL INFORMATION and for information
which legally and legitimately is or becomes of general public knowledge
from authorized sources other than THE OTHER PARTY or any person acting on
THEIR behalf.
9 MISCELLANEOUS. SECTION 9.1.2. - RETURN OF CONFIDENTIAL INFORMATION, IS
REPLACED WITH THE FOLLOWING: "Upon termination of this Agreement to the
extent permitted by applicable law, PCP AND VISTA shall promptly deliver
to THE OTHER all Confidential Information BELONGING TO THE OTHER PARTY
that is in THEIR possession or control, including all copies and abstracts
of Confidential Information."
9 MISCELLANEOUS. SECTION 9.1.3 - CONFIDENTIAL OPERATIONS INFORMATION, IS
REPLACED WITH THE FOLLOWING: "Unless otherwise required by law, neither
PCP NOR VISTA shall not disclose information relating to the operations of
THE OTHER to third parties without obtaining prior written consent."
9 MISCELLANEOUS. SECTION 9.1.5 - OWNERSHIP, IS REPLACED WITH THE
FOLLOWING: "Ownership of and right of control over all Confidential
Information shall vest exclusively in THE DISCLOSING PARTY."
9 MISCELLANEOUS. SECTION 9.1.6 - NON-SOLICITATION OF MEMBERS, IS REPLACED
WITH THE FOLLOWING: "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 FOR A PERIOD OF NINETY (90)
DAYS AFTER TERMINATION OF THIS AGREEMENT FOR ANY REASON OTHER THAN PCP'S
TERMINATION OF THIS AGREEMENT FOR CAUSE OR AS A RESULT OF VISTA'S
INSOLVENCY, PCP SHALL NOT SOLICIT MEMBERS, DIRECTLY OR INDIRECTLY, TO
ENROLL IN ANY OTHER HEALTH INSURANCE OR HEALTH COVERAGE OR ALTERNATIVE
HEALTH CARE DELIVERY SYSTEM; PROVIDED, HOWEVER, THAT UPON TERMINATION OF
THIS AGREEMENT THIS RESTRICTION SHALL NOT RELATE TO ANY MEMBER THAT WAS A
PATIENT OF PCP PRIOR TO ENROLLING IN A VISTA COVERAGE PLAN, PRIOR TO THE
EFFECTIVE DATE OF TERMINATION OF THIS AGREEMENT. PCP'S OBLIGATION NOT TO
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
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BE APPROVED IN ADVANCE OF DISSEMINATION BY CMS OR AHCA, AS
APPLICABLE, IN ACCORDANCE WITH APPLICABLE REQUIREMENTS."
9 MISCELLANEOUS. SECTION 9.1.7 - ENFORCEMENT, IS REPLACED WITH THE
FOLLOWING "PCP and VISTA acknowledge and agree that irreparable injury
will result to THE OTHER PARTY in the event of breach of these covenants,
that a material inducement for PCP's engagement by VISTA AND PCP'S
ACCEPTANCE OF THE ENGAGEMENT 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 AND
VISTA further acknowledge and agree that the covenants set forth in this
Section 9.1. are necessary for the protection of THEIR legitimate business
and professional duties, ethical obligations, and interests and are
reasonable in scope and content. Accordingly, in the event of THE 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 the BREACHING PARTY and all persons acting for or
with the BREACHING PARTY, IN ADDITION TO ALL OTHER REMEDIES THE
NON-BREACHING PARTY MAY HAVE AT LAW OR IN EQUITY."
9 MISCELLANEOUS. SECTION 9.2 - ASSIGNMENT, IS REPLACED WITH THE FOLLOWING:
"PCP shall not assign, delegate, subcontract, or otherwise transfer its
rights, obligations and/or interests arising under this Agreement, without
the express written consent of VISTA WHICH NOT BE UNREASONABLY WITHHELD.
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,
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 MISCELLANEOUS. SECTION 9.5 - MODIFICATIONS IS REPLACED WITH THE
FOLLOWING: "EXCEPT AS SET FORTH BELOW, VISTA MAY NOT MODIFY OR AMEND ANY
PROVISION OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF PCP. 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, DOI, ANY OTHER
GOVERNMENTAL AGENCY WITH JURISDICTION OVER VISTA OR PCP, THIS AGREEMENT
SHALL AUTOMATICALLY BE MODIFIED OR AMENDED UPON WRITTEN NOTICE FROM VISTA
TO PCP TO THAT EFFECT. IN ADDITION, VISTA MAY MODIFY OR AMEND THIS
AGREEMENT TO THE EXTENT NECESSARY TO COMPLY WITH THE REQUIREMENTS OF ANY
VISTA COVERAGE PLAN UPON WRITTEN NOTICE TO PCP.
9 MISCELLANEOUS. SECTION 9.12 - PHYSICIAN-PATIENT RELATIONSHIP, IS
REPLACED WITH THE FOLLOWING: "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 THE
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PHYSICIANS EMPLOYED, CONTRACTED OR ASSOCIATED WITH a 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 MISCELLANEOUS. SECTION 9.20 SUBCONTRACTS, IS REPLACED WITH THE
FOLLOWING: "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 WHICH WILL NOT BE UNREASONABLY
WITHHELD. 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 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 MISCELLANEOUS. SECTION 9.27 SURVIVAL, IS REPLACED WITH THE FOLLOWING:
"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, PROVIDED THAT ARTICLE 7 SHALL SURVIVE
FOR ONLY SIX (6) YEARS AFTER TERMINATION OR EXPIRATION OR AS REQUIRED BY
LAW, WHICHEVER IS LESS."
9 MISCELLANEOUS. A SECTION 9.28 TITLED "SARBANES-OXLEY" SHALL BE ADDED AS
FOLLOWS: "VISTA ACKNOWLEDGES THAT PCP IS SUBJECT TO THE PROVISIONS OF THE
SARBANES-OXLEY ACT OF 2002 AND THE RULES, REGULATIONS AND INTERPRETATIONS
PROMULGATED THEREUNDER (THE "SARBANES-OXLEY ACT"). IN ORDER TO ASSIST PCP
WITH ITS COMPLIANCE WITH THE PROVISIONS OF SECTION 404 OF THE
SARBANES-OXLEY ACT, IF VISTA OBTAINS TYPE 2 STATEMENT OF AUDITING
STANDARDS 70 REPORTS ("SAS 70 REPORTS") FROM THEIR INDEPENDENT AUDITORS
REGARDING THE OPERATING EFFECTIVENESS OF VISTA'S PCP INTERNAL CONTROLS
OVER FINANCIAL REPORTING (THE "VISTA CONTROLS"), VISTA WILL PROVIDE PCP
WITH A COPY UPON REQUEST. IF VISTA DOES NOT PROVIDE PCP WITH CURRENT SAS
70 REPORTS, SOLELY FOR THE PURPOSE OF ASSESSING VISTA CONTROLS, VISTA WILL
MAKE AVAILABLE TO PCP AND ITS INDEPENDENT AUDITORS INFORMATION REGARDING
THE VISTA CONTROLS AS PCP MAY REASONABLY REQUEST UPON REASONABLE ADVANCE
NOTICE."
SCHEDULE A - OWNERSHIP DISCLOSURE, THE FOLLOWING PARAGRAPH IS INSERTED:
"PCP is a wholly owned subsidiary of Continucare Corporation, a Public
Company. For information regarding Principals see Continucare filings with
the Securities and Exchange Commission."
SCHEDULE B - PCP STAFF, INTRODUCTORY SENTENCE IS REPLACED WITH THE
FOLLOWING: "The following is a list of all physicians and LICENSED health
professionals employed by or contracted with PCP and their licensure."
9
SCHEDULE D - BENEFITS PROGRAMS, IS REPLACED WITH THE SCHEDULE D ATTACHED
HERETO.
SCHEDULE 1 - DEFINITIONS / ALLOWANCE, IS REPLACED WITH THE FOLLOWING: "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 REASONABLE discretion
under the applicable VISTA Coverage Plan."
SCHEDULE 1 - DEFINITIONS / CAPITATION FEE, IS REPLACED WITH THE FOLLOWING:
"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."
SCHEDULE 1 - DEFINITIONS / CREDENTIALING CRITERIA, IS REPLACED WITH THE
FOLLOWING: "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 REASONABLY elect."
SCHEDULE 1 - DEFINITIONS / MEMBER, IS REPLACED WITH THE FOLLOWING: "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
REASONABLE DISCRETION."
SCHEDULE 2.1 - PCP REQUIREMENTS / C. NOTICE OF CERTAIN ACTIONS OR EVENTS,
IS REPLACED WITH THE FOLLOWING: PCP shall WITHIN FIVE (5) BUSINESS DAYS
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
RELATING TO MEMBERS; (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,
DOI 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 materially adversely affects 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.
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SCHEDULE 2.1 - PCP REQUIREMENTS/D. PCP ACCEPTANCE OF MEMBERS, IS REPLACED
WITH THE FOLLOWING: "PCP MAY REASONABLY LIMIT, RESTRICT OR SUSPEND THE
ABILITY OF NEW MEMBERS TO SELECT PCP FOR PRIMARY CARE SERVICES (THE
"RESTRICTION"), EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO VISTA WHICH
SHALL STATE THE REASON FOR SUCH ACTION (THE "VIOLATION"). VISTA SHALL
COMPLY WITH ANY SUCH NOTICE; PROVIDED, HOWEVER, IF VISTA CURES SUCH
VIOLATION TO PCPS REASONABLE SATISFACTION, PCP SHALL LIFT SUCH
RESTRICTION."
SCHEDULE 2.1 - PCP REQUIREMENTS / RECITAL E. INSURANCE, IS REPLACED WITH
THE FOLLOWING: "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"). If PCP obtains 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 FAILURE
OF PCP TO MAINTAIN Insurance as required under this Agreement, shall be
deemed to be a "material breach" of this Agreement. 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."
SCHEDULE 2.19 - MEDICAID REQUIREMENTS, IS DELETED IN ITS ENTIRETY.
SCHEDULE 2.23 - NETWORK ACCESS ARRANGEMENT REQUIREMENTS, IS DELETED IN ITS
ENTIRETY.
SCHEDULE 4.1 COMPENSATION - SECTION I. COMPENSATION FOR CAPITATED SERVICES
RECITAL B. DEDUCTIONS FROM CAPITATION FEE, IS REPLACED WITH THE FOLLOWING:
"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 THE POOL AS WITH OTHER CLAIMS AS DESCRIBED IN
EXHIBIT 3"
SCHEDULE 4.1 COMPENSATION - SECTION I. COMPENSATION FOR CAPITATED SERVICES
- RECITAL C. CAPITATION FEE ADJUSTMENTS, IS REPLACED WITH THE FOLLOWING:
"If 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 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 THE DATE OF PAYMENT 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
11
Health Benefit Program, Medicare or Medicaid pursuant to an adjustment
made by CMS or AHCA, as applicable."
SCHEDULE 4.1 COMPENSATION - SECTION II. COMPENSATION FOR NON-CAPITATED
PRMARY CARE SERVICES - RECITAL J. BILLED CHARGES, IS REPLACED WITH THE
FOLLOWING: " 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 PROMPTLY 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 (i) terminate this Agreement PURSUANT TO SECTION 6.3 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."
SCHEDULE 4.1 COMPENSATION - SECTION III. PAYMENTS TO VISTA- RECITAL B.
OFFSET, IS REPLACED WITH THE FOLLOWING: "PCP acknowledges and agrees that
VISTA may reduce payment to PCP in connection with a claim for overpayment
at VISTA's REASONABLE discretion or in the event PCP fails to comply with
Article III of this SCHEDULE 4.1. PROVIDED, HOWEVER, THAT VISTA SHALL HAVE
NO OFFSET FOR ADDITIONAL COST INCURRED BY REFERRALS MADE BY PCP TO
PROVIDERS DESIGNATED BY VISTA AS PARTICIPATING PROVIDERS SHOULD VISTA
SUBSEQUENTLY DETERMINE THAT SUCH PROVIDER IS A NON-PARTICIPATING PROVIDER
PROVIDED THAT SUCH ERROR OCCURRED VIA PCP'S USE OF VISTA'S WEB-BASED
REFERRAL SYSTEM SO LONG AS USE OF SUCH SYSTEM DOES NOT CREATE AN UNDUE
ADMINISTRATIVE BURDEN FOR PCP."
SCHEDULE 4.1 COMPENSATION - SECTION IV. PHYSICIAN INCENTIVE PAYMENTS, IS
REPLACED WITH THE FOLLOWING: "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
12
a stop loss policy with the following terms: (i) TO THE EXTENT
COMMERCIALLY AVAILABLE ON REASONABLE TERMS, 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.
SCHEDULE 4.1/EXHIBIT 1 - HMO COMMERCIAL - SECTION I. CAPITATION FEE RATE
IS REPLACED WITH THE SECTION I SET FORTH ON EXHIBIT 1 ATTACHED HERETO. THE
BALANCE OF SECTION I REMAINS UNCHANGED.
SCHEDULE 4.1/EXHIBIT 2 - HMO INDIVIDUAL - SECTION I. CAPITATION FEE RATE
IS REPLACED WITH THE SECTION I SET FORTH ON EXHIBIT 1 ATTACHED HERETO. THE
BALANCE OF SECTION I REMAINS UNCHANGED.
SCHEDULE 4.1/EXHIBIT 3 - MEDICARE - THIS SCHEDULE SHALL BE RETITLED
"MEDICARE AND MEDICARE CHOICE ADVANTAGE" AND REPLACED WITH EXHIBIT 3
ATTACHED HERETO.
SCHEDULE 4.1/EXHIBIT 4 - MEDICAID, IS DELETED IN ITS ENTIRETY.
SCHEDULE 4.1/EXHIBIT 5 - HEALTHY KIDS, IS DELETED IN ITS ENTIRETY.
SCHEDULE 4.1/EXHIBIT 6 - POINT OF SERVICE, IS REPLACED WITH EXHIBIT 6
ATTACHED HERETO.
SCHEDULE 4.1/EXHIBIT 7 - PREFERRED PROVIDER ORGANIZATIONS, IS REPLACED
WITH EXHIBIT 7 ATTACHED HERETO.
SCHEDULE 4.1/EXHIBIT 9 - NETWORK ACCESS ARRANGEMENT, IS DELETED IN ITS
ENTIRETY.
SCHEDULE 4.1/EXHIBIT 10 - MEDICARE VALUE ADVANTAGE, IS REPLACED WITH
EXHIBIT 10 ATTACHED HERETO.
SCHEDULE 4.1/EXHIBIT 11 - MEDICARE CHOICE ADVANTAGE, IS DELETED IN ITS
ENTIRETY.
SCHEDULE 7 - RECORDS - SECTION I, B. FINANCIAL RECORDS, IS REPLACED WITH
THE FOLLOWING: "PCP shall create and maintain in accordance with general
standards 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) shareholder lists; (ii) MATERIAL
agreements and amendments related thereto, including, but not limited to
provider agreements; (iii) corporate documents, including, but not limited
to minutes of board of directors' meetings, articles of incorporation and
bylaws and all amendments thereto,
13
certifications and licenses, and insurance policies; (IV) 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 transaction, 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; (V) reserve
statements indicating paid and unpaid claims; (VI) Encounter Data
transmission logs; and (VII) historical claims data (the "Financial
Records;" General Records, Member Records and Financial Records
collectively referred to as the "Records")".
SCHEDULE 7 - RECORDS - SECTION II PROVISION, INSPECTION AND AUDIT OF
RECORDS, IS REPLACED WITH THE FOLLOWING: "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,
DOI, and 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 amount 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. 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,
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, DOI or any
other governmental authorities as a result of any evaluation, inspection
or audit of PCP. VISTA SHALL REIMBURSE PCP FOR ALL COSTS INCURRED BY PCP
IN CONNECTION WITH PROVIDING ACCESS TO OR COPIES OF ANY RECORDS PURSUANT
TO THIS SECTION. FURTHER, VISTA ACKNOWLEDGES THAT THE RECORDS ARE
CONFIDENTIAL INFORMATION OF PCP AND WILL BE SUBJECT TO THE PROVISIONS OF
SECTION 9 OF THE AGREEMENT."
SCHEDULE 7 - RECORDS - SECTION IV. TRANSFER OF MEDICAL RECORDS UPON
TERMINATION, IS REPLACED WITH THE FOLLOWING: "Upon the effective date of
termination of this Agreement (and the expiration of any period of any
continuing care obligation), or such earlier date 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, PC shall
copy all such Member's medical records in PCP's possession and forward
such records, at no cost to
14
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. ALL REASONABLE
COSTS INCURRED BY PCP IN COPYING SUCH RECORDS SHALL BE REIMBURSED BY VISTA
IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS."
II. MISCELLANEOUS.
A. Except as provided hereinabove, all of the terms and conditions
contained in the Agreement shall remain unchanged and in full force
and effect.
B. This Amendment is made pursuant to and in accordance with the terms
and conditions of the Agreement.
C. All capitalized but not defined terms used herein shall have those
meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties to this Amendment have caused the
execution of this Amendment as of the day and year first above written.
VISTA HEALTHPLAN, INC.
By: /s/ Duell O. Wise
---------------------------------
Print Name: Duell O. Wise
Its: Executive Vice President
VISTA INSURANCE PLAN, INC.
By: /s/ Duell O. Wise
---------------------------------
Print Name: Duell O. Wise
Its: Executive Vice President
PROVIDER
By: /s/ Richard C. Pfenniger, Jr.
----------------------------------
Print Name: Richard C. Pfenniger, Jr.
Its: President
15
SCHEDULE D
BENEFIT PROGRAMS
PCP shall provide Primary Care Services in accordance with this
Agreement to Members who participates in the following Benefit Programs, as may
be amended from time to time.
HMO Commercial
HMO Individual
Medicare
Point of Service
Preferred Provider Organization
Exclusive Provider Organization
Medicare Value Advantage
Medicare Choice Advantage
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