Agreement With Beacon Health Plans

AGREEMENT
BY AND BETWEEN
BEACON HEALTH PLANS, INC.
AND
COMPLETE WELLNESS INDEPENDENT PHYSICIAN ASSOCIATION OF
FLORIDA, INC.


1.1 This AGREEMENT effective as of the 1st day of March, 1998 ("Effective
Date") by and between Beacon Health Plans, Inc. (HMO), and Complete
Wellness Independent Physician Association of Florida, Inc.
(IPA).


RECITALS


WHEREAS, HMO is a health maintenance organization duly licensed by the State of Florida to offer commercial health insurance products, and may contract with the Agency for Healthcare Administration (AHCA) and/or HCFA, as those terms are defined below, to provide certain health care services and benefits under Title XVIII and XIX of the Social Security Act, as amended, hereinafter commonly referred to as Medicare or Medicaid.


WHEREAS, HMO desires to utilize IPA to obtain Covered Services for Members covered under its Medicare, Medicaid, and/or Commercial Health Plan Products, as defined below, in accordance with the terms and conditions of this Agreement.


NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, the receipt and adequacy of which are forever acknowledged and confessed, the parties hereto agree as follows:


ARTICLE 1


DEFINITIONS


The following terms, as used in this Agreement, shall have the meanings specified below unless defined otherwise elsewhere in this Agreement.


1.2 AGENCY means the State of Florida Agency for Health Care
Administration.


1.3 COPAYMENT means any amount, excluding the deductible, required to be
paid by a Member for Covered Services. There are no copayments for
Medicaid and Medicare Members. 2 1.4 COVERED SERVICES means those Medically Necessary health care services
that members are entitled to receive under Medicare, Medicaid, and/or
applicable HMO plan products; as more specifically set forth in this
Agreement. IPA shall use its best efforts to notify the member in
writing prior to rendering non-covered services and the cost of such
service(s).


1.5 DEDUCTIBLE means the amount of expenses, if any, a Member must incur
during a defined period of time before the HMO Plan Product provides
payment for Covered Services rendered to a Member.


1.6 DEPARTMENT means the State of Florida Department of Insurance.


1.7 HCFA shall mean the Federal Department of Health and Human Services,
Healthcare Financing Administration.


1.8 EMERGENCY MEDICAL CONDITION means a medical condition manifesting itself by acute symptoms of sufficient severity, which may include severe pain or other acute symptoms, such that the absence of immediate medical attention could reasonably be expected to result in any of the following: (1) serious jeopardy to the health of a Member, including a pregnant woman or a fetus (2) serious impairment to bodily functions (3) serious dysfunction of any bodily organ or part (4) with respect to a pregnant woman: (a) that there is inadequate time to effect safe transfer to another hospital prior to delivery (b) that a transfer may pose a threat to the health and safety of the Member or fetus c) that there is evidence of the onset and persistence of uterine contractions or rupture of the membranes.


Emergency Services and Care: means 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.


Emergency medical care, as required by this agreement, shall be available on a 24 hour a day, 7 day a week basis.


1.9 URGENT CARE means those problems which, though not life threatening,
could result in serious injury or disability unless medical attention
is received (e.g. high fever, animal bites, fractures, severe pain) or
substantially restrict a member's activity (e.g. infectious illness,
flu, respiratory ailments, etc.). The Provider shall make available
and accessible a facility, service location and personnel sufficient
to provide the covered services. 3 1.10 ACCESSIBILITY Emergency medical care, as required by this Agreement
shall be available on a twenty four (24) hour, seven (7) day a week basis. 1.11 HRS means the State of Florida Department of Health and
Rehabilitative Services.


1.12 HMO PLAN PRODUCT(s) means the commercial health benefit plans offered
by HMO that utilize IPA providers with agreements with HMO, to render covered
services to Members under the terms and conditions of this Agreement.


1.13 IPA means Complete Wellness Independent Physician Association of
Florida Inc.


1.14 MEDICAID AGENCY CONTRACT means the contract, if any, between HMO and the Agency, pursuant to 409.912, Florida Statutes and RFP MHC96-001, as amended, under which HMO may be obligated to provide certain health care benefits to eligible Medicaid recipients.


1.15 MEDICAID HEALTH PLAN PRODUCT means the health benefit plan offered by HMO, if any, which utilizes IPA to render covered services to Members eligible for participation and enrolled in the Medicaid program, under the terms and conditions of this Agreement.


1.16 MEDICALLY NECESSARY means that the medical condition or allied care, goods or services furnished or ordered (a) must meet the following conditions 1: Be necessary to protect life, to 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 generally accepted professional medical standards as determined by the Medicaid program, 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 recipient, the recipient'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 scope. (c) The fact that a provider has prescribed, recommended, or approved medical or allied care, goods or services does not, in itself, make such care, goods or services medically necessary or a covered service.


1.17 MEMBER means a person eligible and enrolled with HMO to receive
covered services and who has selected or been assigned to a Primary Care 4
Physician. Members may include person eligible and enrolled for Medicare and
Medicaid benefits.


1.18 IPA MEMBER means a person eligible and enrolled with HMO to receive
Covered Services, and who has selected or been assigned to an IPA Primary
Care Physician.


1.19 IPA means (Legal entity) Complete Wellness Independent Physician
Association of Florida, Inc.


1.20 IPA ANCILLARY PROVIDER means a provider of ancillary health care
services who or which have contracted with IPA, directly or indirectly, as an
independent contractor and listed in Schedule 1.14, as the same may be
amended or updated from time to time. Any facility or provider owned,
operated or managed by IPA and duly licensed under Florida law, if
applicable, that is eligible for participation under the programs
established by Titles XVIII and XIX of the Social Security Act shall
automatically be deemed added to Schedule 1.14 upon notice and acceptance
by HMO; provided the additional facilities or providers meet the applicable
credentialing criteria, pursuant to Section 3.3.


1.21 IPA HOSPITAL means hospitals and any other facilities licensed under
Florida law as a general acute care or specialty hospital and eligible for
participation under the programs established by Titles XVIII and XIX of the
Social Security Act, and which has contracted to provide Covered Services and
is listed in Schedule 1.12, as the same may be amended or updated from time
to time. Any facility owned, operated or managed by IPA and licensed under
Florida law as a general acute care or specialty hospital and eligible for
participation under the programs established by Titles XVIII and XIX of the
Social Security Act shall be deemed added to schedule 1.12 upon notice and
acceptance by HMO; provided the additional facilities meet the applicable
credentialing criteria in accordance with Article 3.3.


1.22 IPA PHYSICIAN means a doctor of medicine, doctor of osteopathy,
doctor of podiatry, doctor of chiropractic or doctor of dentistry who is
affiliated with an IPA, as defined herein, or a doctor of medicine, doctor of
osteopathy, doctor of podiatry, doctor of chiropractic or doctor of dentistry
who is employed by IPA or any of its affiliates, and who is not performing
medical services through an IPA, and listed on Schedule 1.13, as the same may
be amended or updated from time to time, and who has not exercised any
election, in accordance with his or her respective IPA, not to participate
under this Agreement.


1.23 MEDICARE HEALTH PLAN PRODUCT means the health benefit plan offered
by HMO, if any, which utilizes IPA to render covered services eligible for 5
participation and enrolled in the Medicare program, under the terms and
conditions of this Agreement.


1.24 MEDICARE CONTRACT means the contract between the HMO and the United
States Government, Department of Health and Human Services, Health Care
Financing Administration pursuant to Section 1876 of the Social Security Act,
as amended, under which HMO is obligated to provide certain health care
benefits and services to eligible Medicare recipients.


1.25 IPA PRIMARY CARE PHYSICIANS means an IPA Physician who is practicing
as a Primary Care Physician, as that term is defined herein, and who
furnishes such services to a Member.


1.26 IPA PROVIDER(s) means the IPA Hospitals, IPA Physicians and IPA
Ancillary Providers either individually or collectively as the context so
requires.


1.27 PARTICIPATING PROVIDER means any provider of health care goods and
services licensed and authorized under Florida Law to render such health care
goods and services that have contracted with HMO to provide to Members the
health care goods and services for which they are licensed.


1.28 PAYOR means the United States Government, Department of Health and
Human Services, Health Care Financing Administration and/or the State of
Florida, or HMO, as the context so requires.


1.29 PRIMARY CARE OR PRIMARY CARE SERVICES means comprehensive,
coordinated and readily accessible medical care, including health promotion
and maintenance, treatment of illness and injury, early detection of
disease and referral to Specialist Physicians when appropriate.


1.30 PRIMARY CARE PHYSICIAN means the physician who the Member has chosen
to provide primary medial services, and who is responsible for coordinating
the total medical care of the Member. The Primary Care Physician will
refer Members only to Participating Specialists and hospitals, when
medically necessary. The Primary Care Physician shall make referrals to
non-participating specialists and hospitals, subject to HMO referral
procedures pursuant to F.S. 409.9128, when a particular type of specialty
care needed is not available through an HMO participating provider. The
Primary Care Physician shall be available twenty-four hours a day seven
days a week in case of an emergency.


1.31 PROVIDER HANDBOOK means the rules, policies, and procedures of HMO
regarding, among other matters, utilization review, quality assurance, 6
grievance procedures, pre-authorization and referral requirements and
credentialing and recredentialing standards and policies. HMO shall give IPA
30-calendar day's prior written notice of any revisions or modifications to
the Provider Handbook, which materially change the obligations of the
parties or an IPA Provider. If IPA does not provide notice objecting
within the 30 days, the modifications shall be deemed approved, unless such
revisions or modifications are required for compliance with law in which
case they shall become effective immediately.


1.32 SERVICE AREA: SERVICE Area will include the entire State of Florida
where Health Plan is licensed to operate.


1.33 SPECIALIST PHYSICIAN means an IPA Physician who is not a Primary
Care Physician.


1.32 Net PREMIUM is equal to the gross premium less any benefit withhold and commissions.


ARTICLE 2
RELATIONSHIP OF THE PARTIES


2.1 INDEPENDENT PARTIES HMO, IPA Physicians, IPA Hospitals, and IPA
Ancillary Providers are independent contractors. Expressly as set
forth in this Agreement, nothing herein shall be construed or deemed
to create between them any relationship of employer and employee,
principal and agent, partnership, joint venture or any relationship
other than that of independent parties. No parties hereto, nor the
respective agents or employees of either party, shall be required to
assume or bear any responsibility for the acts or omissions, or any
consequences thereof of any other party, or its agents or employees
under this Agreement.


ARTICLE 3
IPA ORGANIZTION AND OPERATIONS


3.1 AUTHORITY TO ENTER AGREEMENT IPA is duly authorized and empowered to
enter into and execute this Agreement, in accordance with certain IPA
agreements with IPA Providers, for the purpose of binding the IPA
Providers with respect to their participation in Medicare, Medicaid
and/or HMO Health Plan Products as set forth in this Agreement.


3.2 ADEQUACY OF AND ACCESSIBILITY TO IPA IPA shall consist of a
sufficient number of IPA Physicians, IPA Hospitals, and IPA Ancillary
Providers to ensure the availability and accessibility of a capable
provider network of 7
sufficient size and composition to adequately serve the Member
enrolled in Medicare, Medicaid and/or HMO Health Plan Products and
assigned to IPA pursuant to this Agreement.


3.3 CONDITIONS OF PARTICIPATION: CREDENTIALING OF IPA PHYSICIANS, IPA
HOSPITALS, AND IPA ANCILLARY PROVIDERS. Each IPA Physician, IPA
Hospital, and IPA Ancillary Provider shall be credentialed by and meet
all HMO credentialing criteria prior to rendering Covered Services to
Members. HMO, at its sole cost and expense, shall be solely
responsible for credentialing IPA Providers for participation under
this Agreement, except as otherwise set forth in Section 3.3.1 below.


3.3.1 DELEGATION OF CREDENTIALS FUNCTION HMO may delegate credentialing responsibilities to IPA (Delegatee) pursuant to a written agreement, provided that Delegatee can demonstrate to the satisfaction of HMO that Delegatee's credentialing criteria, policies and procedures are in full compliance with HMO's credentialing standards and the credentialing standards and guidelines recommended by the National Committee for Quality Assurance ("NCQA"), or such other accreditation organization which has accredited HMO in accordance with Rule 59A-12.0072, Fla. Admin. Code or any successor regulation, and the requirements imposed by Florida and Federal laws and regulations governing HMOs as amended from time to time, and such delegation is not otherwise prohibited or inconsistent with state or federal laws and regulations. If HMO delegates credentialing responsibilities to Delegatee, Delegatee shall provide to HMO a copy of any proposed revision to or amendment of its credentialing criteria or procedures 60 days prior to the effective date of any such revision or amendment. Any such revision shall be subject to the HMO's approval as it relates to IPA Members under this Agreement. Furthermore, Delegatee shall permit HMO to conduct periodic audits of Delegatee's credentialing activities to ensure that the Delegatee reasonably and consistently apply its credentialing criteria in the manner reasonably required by Delegatee's credentialing procedures. Any delegation of services made hereunder shall be subject to oversight and control by HMO in accordance with applicable state and federal laws and regulations and the accreditation requirements of NCQA, or such other accreditation organization that has accredited HMO in accordance with Rule 59A-12.0072, Fla. Admin. Code or any successor regulation. HMO may elect to terminate such delegation upon sixty (60) days written notice to Delegatee if HMO determines that the Delegatee is not performing the delegated services in accordance with applicable law, regulations, accreditation standards or HMO's standards.


3.4 PROVISION OF MEDICAL SERVICES Each IPA Physician shall provide all
Medically Necessary Covered services within the scope of such
physician's practice. Continuous health care coverage is available to
Members by IPA Physicians on a twenty-four (24) hour seven (7) days a
week basis. Each IPA 8
Physician shall only be obligated to provide those services that such
IPA Physician has been licensed and credentialed to provide. IPA
Physicians shall provide Covered Services to all Members in a
nondiscriminatory manner (i.e., without regard for the Member's race,
ethnic or national origin, color, sex, age, sexual preference or
religion) and consistent with the treatment the IPA Physician usually
and customarily provides to his or her patients. During an IPA
Physician's temporary absence or unavailability, such IPA Physician
shall make arrangements with one or more IPA Physicians to provide
coverage for Members for whose care the absent or unavailable IPA
Physician is responsible.


3.4.1 LICENSURE OF IPA PHYSICIANS Each IPA Physician: (a) is licensed by the State of Florida to provide applicable Covered Services, as appropriate and within the scope of such IPA Physician's license and practice, and possesses a valid DEA certificate; (b) is eligible to participate in Medicare under Title XVIII of the Social Security Act and in Medicaid under Title XIX of the Social Security Act; (c) holds active staff privileges on the medical staff of at least one IPA Hospital; (d) shall maintain such licensure, compliance, certification and registration throughout the term of his or her participation under this Agreement; and (e) shall maintain all required professional credentials and meet all continuous education requirements necessary to retain Board certification or eligibility in the provider's area (s) of practice.


3.5 BALANCE BILLING IPA and IPA Providers agree not to bill, charge,
collect a deposit from, surcharge or have any recourse against a
Member or any person acting on behalf of a Member (other that HMO),
except to the extent that Copayments are specified in the Medicare,
Medicaid and/or HMO Health Plan Products or as permitted via
coordination of benefits with other health care plans. IPA and IPA
Providers agree not to maintain any action at law or in equity against
a Member to collect sums that are owed by HMO to IPA or IPA Provider
under the terms of this Agreement, even if HMO fails to pay, becomes
insolvent or otherwise breaches the terms and conditions of this
Agreement, regardless of the cause of termination. This provision
shall be construed to be for the benefit of the Members. This
provision supercedes any provision either oral or written now existing
or hereafter entered into between IPA and/or any of the IPA providers


3.6 PROVISION OF HOSPITAL SERVICES Each IPA Hospital shall provide to
Members all Medically Necessary inpatient and outpatient hospital
services that are Covered Services and that the IPA Hospitals are
licensed and capable of providing. IPA Hospitals shall provide such
services to all Members in a non-discriminatory manner (i.e., without
regard for the Member's race, ethnic or national origin, color, sex,
age, sexual preference or religion) and consistent with the standards
and timeliness of treatment as usually and customarily provided to all
IPA Hospital patients. 9 3.6.1 LICENSURE OF IPA HOSPITALS Each IPA Hospital shall be meet all
appropriate state and federal regulations for a licensed hospital in the
State of Florida, be accredited by the Joint Commission on Accreditation
of Health Care Organizations ("JCAHO") and be duly licensed, pursuant to
applicable state law and regulation, to render the applicable Covered
Services contemplated under this Agreement. Each IPA Hospital is currently
certified to participate as a provider under Title XVIII of the Social
Security Act (Medicare) and is certified to provide services to Title XIX
(Medicaid) beneficiaries under the Medicaid program administered by the
Agency and shall endeavor to maintain said certification and qualification
during the term of this Agreement. Evidence of such licenses and
certifications shall be provided to HMO upon written request. If any action
is taken against an IPA Hospital to revoke or suspend its certification, the
IPA Hospital shall, immediately upon learning of such action, provide notice
to HMO.


3.7 PROVISION OF ANCILLARY PROVIDER SERVICES Each IPA Ancillary Provider
shall provide to Members all Medically Necessary ancillary provider
services that are Covered Services and that the IPA Ancillary
Providers are licensed to provide and are capable of providing. IPA
Ancillary Providers shall provide such services to all Members in a
non-discriminatory manner (i.e., without regard for the Member's race,
ethnic or national origin, color, sex, age, sexual preference or
religion) consistent with the standards and timeliness of treatment as
usually and customarily provided by IPA Ancillary Providers.


3.8 LICENSURE AND CERTIFICATION REQUIREMENTS; INSURANCE Each IPA
Hospital, IPA Physician, and IPA Ancillary Provider shall remain in
compliance with all state and federal laws applicable to licensure and
malpractice insurance coverage requirements.


3.9 COMPLIANCE WITH HMO POLICIES AND PROCEDURES Each IPA Provider shall
comply with and participate in HMO's policies and procedures regarding
referrals, utilization review, quality assurance, risk management,
claims processing and administration, and any other matters to ensure
efficient operation of Medicare, Medicaid, and/or HMO Health Plan
Products in accordance with the terms of this Agreement and as set
forth in the Provider Handbook. HMO shall be solely responsible for
the enforcement and interpretation of its own policies and procedures
and any liability resulting from, relating to, or arising out of such
enforcement or interpretation, provided, however, the forgoing shall
not be interpreted or construed as any obligation of HMO to indemnify
an IPA Provider for any liability that such provider may have
resulting from, relating to or arising out of any act or omission by
such provider. 10 3.10 MEMBER GRIEVANCES Each IPA Provider shall participate in and abide by
the HMO's grievance procedure to resolve Member's complaints relating to
the respective IPA Physicians, IPA Hospitals, and/or IPA Ancillary
Providers.


3.11 USE OF IPA PROVIDER ROSTER Each IPA Provider consents to HMO
publishing IPA Physician's name, office, address, and area of practice
and IPA Hospital's and IPA Ancillary Provider's name, address, and
description of facilities and services, as applicable, in HMO's roster of
participating providers


3.11.1 ACCEPTANCE OF NEW PATIENTS Each IPA Provider, unless otherwise
prohibited by law, shall retain the right to notify HMO that the IPA
Provider is no longer accepting additional Members as patients
("Practice Closing"), provided (a) a Practice Closing shall not apply
to any Members to whom services had been rendered by the IPA Provider
prior to the effective date of the Practice Closing and (b) the IPA
Provider simultaneously stops accepting as new patients (i) any person
eligible for Medicare benefits under a prepaid or capitated contract
with HCFA to provide services to such persons, (ii) any person
eligible for Medicaid benefits and who is enrolled in any health plan
under a prepaid or capitated contract with the Agency to provide
services to such persons, or (iii) any person eligible for benefits
under the commercial products offered by any other health maintenance
organization with which the IPA Provider contracts to provide health
care services to its Members.


3.11.2 PRIMARY CARE PHYSICIAN PATIENT RELATIONSHIP As the physician-patient
relationship is a personal one and may become unacceptable to either
an IPA Primary Care Physician or Member, an IPA Primary Care Physician
may request in writing to HMO that an IPA Member be transferred to
another Participating Provider who is a Primary Care Physician. An
IPA Primary Care Physician shall not seek to have an IPA Member
transferred because of the amount of Covered Services required by such
Member or because of the physical condition of the IPA Member. All
decisions regarding such transfers shall be made as soon as
administratively feasible, but no later than thirty (30) days from the
date of the written request. Any such removal shall be effective as
of the first day of the month for which capitation or payments are
made to an IPA Primary Care Physician.


3.12 NOTICE OF ADVERSE ACTION IPA shall promptly notify HMO in writing
after receiving any written notice of any malpractice suit or
arbitration action, or other suit or arbitration action with respect
to Members naming or otherwise involving IPA Physician ...