1
EXHIBIT 10.54
Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment. The omitted portions, marked by an * and [], have been
separately filed with the Commission.
NETWORK AGREEMENT
BETWEEN
UNITED HEALTHCARE OF ALABAMA, INC.
AND
ALABAMA ENT CENTER, INC.
THIS AGREEMENT, effective October 1, 1998 ("Effective Date"), is
between United HealthCare of Alabama, Inc. ("Plan") and Alabama ENT Center,
Inc.("Company") for the purpose of setting forth the terms and conditions under
which Company shall provide certain services to Plan, as defined herein. For
services rendered on or after its Effective Date, this Agreement supersedes and
replaces any existing agreements between the parties relating to the same
subject matter.
SECTION 1
DEFINITIONS
BENEFIT CONTRACT: A benefit plan sponsored or issued by a Payor, which includes
health care coverage and contains the terms and conditions of a Member's
coverage. The Members to which this Agreement applies are described below.
CONTRACT YEAR: Beginning on the Effective Date, each 1-year period that this
Agreement is in effect.
GATEKEEPER BENEFIT CONTRACT: A Benefit Contract which requires the Member to
receive Health Services from or upon referral by a selected primary care
physician.
HEALTH SERVICES: The health care services and supplies covered under the
Member's Benefit Contract and which are listed in Exhibit 1 to this Agreement.
MEMBER: An individual who either (1) is employed and/or resides within the
Service Area and is properly covered under a non-Medicare/non-Medicaid Open
Access Benefit Contract ("Open Access Member"); (2) has selected or been
assigned to a primary care physician panel designated by Plan, and is properly
covered under a non-Medicare/non-Medicaid Gatekeeper Benefit Contract
("Gatekeeper Member"); or (3) is employed and/or resides within the Service
Area, has selected or been assigned to a primary care physician panel designated
by Plan, and is properly covered under a Benefit Contract sponsored or issued by
Plan pursuant to its risk contract with the Health Care Financing Administration
("Medicare Member"). Members do not include those individuals covered under a
Plan Medicare supplement benefit program.
OPEN ACCESS BENEFIT CONTRACT: A Benefit Contract which contains a component
where the Member may receive Health Services directly from a Participating
Provider of his or her choice without a referral by a selected primary care
physician.
2
PARTICIPATING PROVIDER: A health care professional or facility, including
Providers and Company, that has or is governed by a written participation
agreement which is in effect with Plan, directly or through another entity, to
provide Health Services to selected groups of Members.
PAYOR: The entity or person authorized by Plan to access one or more of Plan's
networks of Participating Providers and that has the financial responsibility
for payment of Health Services covered by a Benefit Contract. Payors shall
include Plan, United HealthCare of Alabama, Inc. - FQ and self-insured
employers.
PROVIDER: An Otolaryngologist duly licensed and qualified under the laws of the
jurisdiction in which health care services are rendered, who has a 3-party
agreement in effect with Plan and Company, the form of which is attached as
Exhibit 3 (the "Participation Agreement"). Providers are subject to
credentialing and ongoing recredentialing by Plan. Providers do not include
those individuals under contract with Company who do not sign the Participation
Agreement.
SERVICE AREA: That portion of the geographic area served by Plan which is
defined in Exhibit 2.
SECTION 2
OBLIGATIONS OF COMPANY
2.1 PROVISION OF SERVICES. Company shall arrange for Providers to render to all
Members the Health Services which the Providers are licensed or certified to
render. Company shall, and shall cause Providers to, cooperate with all medical
management, utilization management, credentialing, quality assessment, peer
review, or other similar programs established by Plan.
2.2 PLAN REVERSAL OF DENIED CARE. If any Provider denies care to a Member, Plan
shall have the right to reverse the denial and require another agreeable
Provider to render such Health Services if Plan determines, in accordance with
its policies, that the Health Services are covered under the Member's Benefit
Contract. Plan shall consult with the Company Medical Director regarding the
Provider's denial of care. This provision is not intended to deny any Provider
the right to exercise his or her independent medical judgment.
2.3 DELEGATION OF RESPONSIBILITIES. Plan agrees that certain Plan
responsibilities under this Agreement may be delegated to Company with the
intention that Company, upon the prior approval of Plan, will receive assistance
in the implementation of those responsibilities by another entity ("Network
Manager"). As of the Effective Date, the parties agree that Alabama ENT Center,
Inc. shall be the Network Manager. The agreement between Company and the Network
Manager shall be substantially in the same form as the sample agreement attached
as Exhibit 4 ("Company/Network Manager Agreement"). Company may change Network
Managers only upon the prior written consent of Plan, which shall not be
unreasonably withheld. The responsibilities which may be delegated to Company
are assisting in the development of medical guidelines for review and
consideration by Plan, and certain utilization management and quality assessment
functions ("UM/QA Programs") and, if such delegation occurs, it shall be are
subject to the following requirements.
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1. Company's and/or the Network Manager's UM/QA Program standards
must meet Plan standards, state standards and current NCQA
standards.
2. Company and Network Manager must maintain all records,
operational processes and policies necessary for Plan to
monitor the effectiveness of the Company's and/or the Network
Manager's UM/QA Programs. During regular business hours and
upon reasonable notice and demand, Company shall assure that
Plan has access to and the right to audit all such records,
operational processes and policies, and the right to copy all
records free of charge. In accordance with applicable statutes
and regulations, regulatory agencies and accrediting agencies,
including the NCQA, shall have access to information and
records, or copies of such, within the possession of Company
or the Network Manager, which are pertinent to and involve
transactions related to this section. Plan and Company shall
maintain, and Company shall cause the Network Manager to
maintain, the privacy and confidentiality of all information
regarding Providers and Members in accordance with applicable
statutes and regulations.
3. Plan shall provide Company written notice of any deficiencies
in Company's and/or the Network Manager's UM/QA Programs, or
if UM/QA Programs meet Plan standards, state standards and
NCQA standards. Company shall, or shall require the Network
Manager to, correct, within 60 days of receipt of written
notice, any such deficiencies and provide Plan written notice
of such correction within the same time period.
4. Upon 60 days written notice to Company, Plan shall have the
right to assume some or all of the responsibilities delegated
to Company, or to require Company to select a new Network
Manager if, in Plan's judgment, the Network Manager failed to
comply with any material term of this Agreement or the
Company/Network Manager Agreement. The parties agree to work
together in good faith in the selection of a new Network
Manager, if necessary.
2.4 EXECUTION OF PARTICIPATION AGREEMENTS. Company shall be responsible for the
execution by Providers of all Participation Agreements. Plan shall have the
right to determine acceptance of all Otolaryngologists, and shall notify Company
upon acceptance or rejection by Plan of any Otolaryngologist.
To the extent any Providers are currently under contract with Plan through
another agreement, and to the extent the other agreement directly conflicts with
the Participation Agreement, the Participation Agreement shall supersede and
replace the other agreement, but only for the provision of Otolaryngology
services to Members.
If this Agreement terminates, Company's participation under the Participation
Agreement shall also terminate, and, payment to Providers for Health Services
rendered to Capitated Members shall then be paid by Payor pursuant to Appendix B
of the Participation Agreement.
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2.5 SERVICE AREA AND AVAILABILITY OF HEALTH SERVICES.
1. Company shall assure that Providers' offices are distributed
throughout Plan's Service Area, in a manner acceptable to Plan
and in locations which are reasonably accessible to all
Members. Company shall identify to Plan all office locations
and all types of health care professionals providing health
care services under the direction of Providers at each
location. Company shall provide 30 days prior written
notification to Plan of any changes in Provider office
locations or types of health care professionals.
2. Plan may require Company to establish new office locations and
increase the number of Providers upon 60 days prior written
notice if (1) Plan decides the then-current locations and
Providers are not adequate for the then-current Service Area;
or (2) the then-current Service Area is expanded. However,
Company shall establish such new office locations and increase
the number of Providers within the above time frame as long
as, within the first 30 days after receiving such notice from
Plan, Company determines it is economically feasible to do so.
3. If Company determines it is not economically feasible for
Company to establish such new locations and Providers due to
2.5.2(1), Company shall immediately notify Plan, at which time
the Exclusivity provision set forth in this Agreement, with
respect to the then-current Service Area, shall be cancelled,
and Plan shall be free to contract directly with the
Otolaryngologist in the then-current Service Area.
4. If Company determines it is not economically feasible for
Company to establish such new locations and Providers due to
2.5.2(2), Company shall immediately notify Plan, at which time
the Exclusivity provision set forth in this Agreement, with
respect to the expanded Service Area, shall be cancelled, and
Plan shall be free to contract directly with the
Otolaryngologist in the expanded Service Area.
2.6 EXCLUSIVITY. During the term of this Agreement, Plan shall not enter into an
agreement, for the provision of Health Services to Members, with any other
health care providers or networks of providers that specialize in Otolaryngology
and that are located in the Service Area, as modified from time to time by Plan.
This provision shall be in force beginning on the Effective Date and shall
continue to be in force until one of the following occurs: (1) one party gives
notice to the other party of its intent to terminate this Agreement; or (2) in
Plan's judgment and in accordance with Section 2.5, Company can not, for
whatever reason, provide or arrange for adequate access for Members.
2.7 PAYMENT TO PROVIDERS. Company shall be solely responsible for compensating
Providers for all Health Services rendered to Members, and Company and Providers
shall hold harmless and indemnify Plan and Payor against any claims for
compensation by a Provider for Health Services. The method and amount of
compensation to Provider shall be set forth in the Participation Agreement.
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The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed with
the Commission.
2.8 REPRESENTATIONS AND WARRANTIES. Company represents and warrants that (1) it
has been and will continue to be properly formed pursuant to the laws of the
jurisdiction in which the services in this Agreement are rendered; (2) the
person signing this Agreement on behalf of Company is duly authorized to do so;
and (3) all documents reviewed by Plan prior to execution of this Agreement,
including the Company/Network Manager Agreement and any agreements Company may
have in effect with Providers, shall remain substantially similar to those
reviewed by Plan, and if Company intends to make any substantial changes which
would materially affect this Agreement, Company shall submit to Plan any
proposed changes for Plan's prior review and/or approval. Company agrees that
any such changes implemented without Plan's prior review and/or approval shall
not take effect with respect to this Agreement at Plan's sole discretion.
Company also agrees that if any terms in any Company documents conflict or
appear to conflict with this Agreement, including any Exhibits, as applicable,
the terms in this Agreement shall prevail.
SECTION 3
OBLIGATIONS OF PLAN OR PAYOR
3.1 PAYMENT TO COMPANY. On or before the 15th day of each month, Plan, on behalf
of Payor, shall pay Company for its services and for the provision of Health
Services rendered to Members by Providers, a per Member per month payment, as
set forth below ("Capitation Payment"). The Capitation Payment shall be
calculated based on the total number of Members for which payment of Health
Services is provided under this Agreement. The obligation for payment to Company
under this Agreement is solely that of Payor. Upon reasonable request by
Company, Plan shall provide Company with certain demographic information
relating to Members.
[*]
3.2 ADJUSTMENTS TO CAPITATION PAYMENTS. Any adjustments to the Capitation
Payment shall be reflected in the subsequent month's calculations. Such
adjustments shall be made as deemed necessary by Plan, based solely on the
difference between the actual number of Members and the estimated numbers of
Members.
3.3 LIMITATION OF LOSS. Within 120 days after the end of each Contract Year,
Plan shall determine what the cost of Health Services rendered to each Member by
Providers would have been if paid for on a fee schedule basis for that Contract
Year, using information from claims submitted, including a reasonable estimate
for incurred but not reported claims. The fee schedules will be determined by
Plan and, as of the Effective Date, shall be the then-current fee schedules for
Plan's HMO commercial ("Non-Medicare") and Medicare Benefit Contracts in the
Service Area, net of any Copayments and Deductibles and any withhold that would
have applied to such fee schedule payments.
1. Non-Medicare. Payor will reimburse Company [*] of all such
costs which would have exceeded [*] for any one
Non-Medicare Member. In addition, based on
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The information below marked by * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portion has been separately
filed with the Commission.
information maintained by Plan and information provided by
Company, Plan will calculate the amounts paid to Company for
Non-Medicare Members, pursuant to section 3.1 and compare that
amount to [*] of the commercial fee schedule for that Contract
Year. If the amounts paid to Company are less than [*] of the
commercial fee schedule, net of any Copayments and Deductibles
and any withhold that would have applied to such fee schedule
payments, Company will be paid the difference. Payments to
Company pursuant to this section will be made within 30 days
after the amounts to be paid are determined by Plan.
2. Medicare. Payor will reimburse Company [*] of all such costs
which would have exceeded [*] for any one Medicare Member. In
addition, based on information maintained by Plan and
information provided by Company, Plan will calculate the
amounts paid to Company for Medicare Members, pursuant to
section 3.1 and compare that amount to [*] of the United
HealthCare Medicare fee schedule for that Contract Year. If
the amounts paid to Company are less than [*] of the United
HealthCare Medicare fee schedule, net of any Copayments and
Deductibles and any withhold that would have applied to such
fee schedule payments, Company will be paid the difference.
Payments to Company pursuant to this section will be made
within 30 days after the amounts to be paid are determined by
Plan.
3.4 RISK CORRIDOR FOR NON-PARTICIPATING PROVIDER SERVICES. Within 120 days after
the end of each Contract Year, Plan shall determine the total amounts paid to
non-Participating Providers who are Otolaryngologists in the Service Area, for
Health Services rendered to Open Access Members ("Out-of-Network Costs") during
the preceding Contract Year. Plan shall compare the total Capitation Payments
paid to Company for Open Access Members, as defined above, to the total
Out-of-Network Costs. Company shall reimburse Plan any amounts which exceed [*]
of the total Capitation Payments for Open Access Members, up to a maximum of
[*] of the total Capitation Payments for Open Access Members. Such amounts are
payable 30 days after Company receives notice from Plan of the amount due.
3.5 RECOVERIES FROM COORDINATION OF BENEFITS OR SUBROGATION. Plan or Payor will
retain 100% of any amounts recovered by Plan or Payor due to coordination of
benefits or subrogation. Except where otherwise required by Plan's COB rules,
Company or Provider shall retain 100% of any amounts collected by Provider due
to Copayments and Deductibles.
3.6 CLAIMS CONTACT PERSON. Upon request by Company, Plan shall provide Company
with the names of Plan contact persons who are assigned to Company to handle
specific types of questions regarding payment to Providers of claims for health
care services.
3.7 MEMBER PROTECTION PROVISION. The following shall apply when the Member is
covered under Benefit Contract sponsored or issued by a health maintenance
organization, including Plan and United HealthCare of Alabama, Inc. - FQ, and in
all other instances where required by applicable statutes and regulations:
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Company hereby agrees that in no event, including, but not limited to,
non-payment, insolvency of Payor, or breach of this Agreement, shall Company
▇▇▇▇, charge, collect a deposit from, seek compensation, remuneration or
reimbursement from, or have any recourse against any Member or persons other
than Payor acting on behalf of the Member for Health Services provided pursuant
to this Agreement. This provision shall not prohibit collection of Copayments or
Deductibles on Payor's behalf, made in accordance with the terms of the Member's
Benefit Contract.
Company further agrees that (a) this provision shall survive the termination of
this Agreement regardless of the cause giving rise to termination and shall be
construed to be for the benefit of the Members; and (b) this provision
supersedes any oral or written contrary agreement, now existing or thereafter
entered into, between Company and a Member or person acting on a Member's
behalf.
Company may not change, amend or waive any provision of this contract without
the prior written consent of Plan. Any attempts to change, amend, or waive this
contract are void.
SECTION 4
LIABILITY OF PARTIES
4.1 RESPONSIBILITY FOR DAMAGES. Each party shall be responsible for any and all
damages, claims, liabilities or judgments which may arise as a result of its own
negligence or intentional wrongdoing.
4.2 COMPANY'S INSURANCE. Company shall procure and maintain errors and omissions
liability insurance which covers the services Company is providing under this
Agreement, with minimum limits in the amounts of $1,000,000 per occurrence and
$3,000,000 aggregate. Company shall also procure and maintain comprehensive
general and/or umbrella liability insurance in the amount of $1,000,000 per
occurrence and aggregate. Company's errors and omissions liability insurance
shall be either occurrence or claims made with an extended period reporting
option under such terms and conditions as may be reasonably required by Plan and
available for Company to purchase. Prior to or within 30 days following
execution of this Agreement by Company and at each policy renewal thereafter,
Company shall submit to Plan in writing evidence of insurance coverage. Company
shall notify Plan in writing within 10 days of any changes in carriers,
termination of, renewal of, or other material changes in Company's liability
insurance, including reduction of limits, erosion of aggregate, changes in
retention or non-payment of premium.
4.3 PLAN'S INSURANCE. Plan, at its sole cost and expense, shall procure and
maintain comprehensive general liability, professional liability in the amounts
of $1,000,000 per occurrence and $3,000,000 aggregate, and other necessary
insurances to insure Plan and its employees, acting within the scope of their
duties, against claims for damages arising by reason of personal injury or
wrongful death occasioned directly or indirectly by Plan or by its employees in
connection with the performance of Plan's responsibilities under this Agreement.
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SECTION 5
LAWS, REGULATIONS AND LICENSURE
Company and Plan shall maintain all federal, state and local licenses,
certifications and permits, without material restriction, which each party is
obligated to provide under this Agreement, and shall comply with all applicable
statutes and regulations. By virtue of the execution of Provider Agreements by
Company and Providers, Company shall assure that Providers comply with all
statutory and regulatory requirements which are applicable to Providers
including, but not limited to, the requirements which are set forth in the
following sections of the Provider Agreement: 3.1, 3.2, 3.3, and 6.
SECTION 6
BOOKS AND RECORDS
6.1 MAINTENANCE OF AND PLAN ACCESS TO INFORMATION. Company shall maintain, in
accordance with standard and accepted practices, such financial, accounting and
claims records as shall be necessary, appropriate or convenient for Plan to
monitor Company's services under this Agreement. During regular business hours
and upon reasonable notice and demand, Plan shall have access to and the right
to audit all information and records within the possession of Company or
Providers which are related to the services provided under this Agreement,
including relating to Health Services rendered by Providers. Unless a longer
time period is required by applicable statutes or regulations, Plan shall have
such access during the term of this Agreement and for 5 years following its
termination. Records or copies of records requested by Plan shall be provided
within 14 days from the date such request is made, except in the case of an
audit by Plan where records or copies of records shall be provided at the time
of the audit. The photocopying of information reasonably requested by Plan
pursuant to this section shall be at no charge to Plan.
6.2 RIGHT TO PROVIDER INFORMATION. Upon reasonable notice by Plan, Company shall
provide Plan with all reasonably requested information regarding each Provider
to the extent Company possesses such information or can obtain it without undue
effort or expense. Plan reserves the right upon reasonable advance notice to
review any files related to the credentialing of any current or future Providers
during the term of this Agreement. The photocopying of information reasonably
requested by Plan pursuant to this section shall be at no charge to Plan.
6.3 REGULATORY AGENCY ACCESS TO INFORMATION. The federal, state and local
government and any of their authorized representatives shall have access to, and
Plan, Company and Providers are authorized to release, in accordance with all
applicable statutes and regulations, all information and records or copies of
such, within their possession, which are pertinent to and involve transactions
related to this Agreement, and access which is necessary to comply with statutes
and regulations applicable to Plan, Company or Providers.
6.4 PRIVACY OF INFORMATION. Company, Plan, Payor and Provider shall maintain the
privacy and confidentiality of all information regarding Members and Providers
in accordance with any applicable statutes and regulations.
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SECTION 7
RESOLUTION OF DISPUTES
In the event a dispute between Company and Plan or Payor arises out of or is
related to this Agreement, the parties to the dispute shall meet and negotiate
in good faith to attempt to resolve the dispute. In the event the dispute is not
resolved within 30 days of the date one party sent written notice of the dispute
to the other party, and if any party wishes to pursue the dispute, it shall be
submitted to voluntary mediation. If good faith negotiations and voluntary
mediation have failed to resolve the dispute within 60 days of the date written
notice was first provided, and if any party wishes to pursue the dispute, it
shall be submitted to binding arbitration in accordance with the rules of the
American Arbitration Association. In no event may arbitration be initiated more
than one year following the sending of written notice of the dispute. Any
arbitration proceeding under this Agreement shall be conducted in Birmingham,
Alabama. The arbitrators shall have no authority to award any punitive or
exemplary damages, or to vary or ignore the terms of this Agreement, and shall
be bound by controlling law. If the dispute pertains to a matter which is
generally administered by certain Plan or Company procedures, such as a
credentialing or quality assurance plan, the procedures set forth in that plan
must be fully exhausted by Company before any right to arbitration under this
section may be invoked.
SECTION 8
TERM AND TERMINATION
8.1 TERM. This Agreement shall begin on the Effective Date and shall remain in
effect for an initial term of 2 years, and shall automatically renew for
additional 1-year terms thereafter, unless this Agreement is terminated as
provided below.
8.2 TERMINATION. This Agreement may be terminated as follows:
1. by either party upon 120 days prior written notice to the
other party, which notice may be given no sooner than 120 days
prior to the end of the initial term.
2. by either party, upon 30 days prior written notice to the
other party, in the event of a material breach of this
Agreement by the other party; provided, however, that the
termination shall not take effect if the breaching party is
able to cure the breach within 20 days after the date notice
of termination to the breaching party is sent.
3. by Company, upon 120 days prior written notice to Plan, due to
an amendment made by Plan pursuant to Section 9.2, or if Plan
terminates a Provider's participation with Plan pursuant to
the Participation Agreement, and that Provider is a greater
than 25.0% owner of Company.
A Provider's participation with Plan and Company may be terminated pursuant to
the terms in the Participation Agreement. Company and Plan agree to consult with
each other in the termination of any Provider.
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8.3 INFORMATION TO MEMBERS. Company acknowledges the right of Plan to inform
Members of Company's and any Physician's termination. Company agrees to notify
and cooperate with Plan regarding any termination information Company, its
agents and employees, including Network Manager, wish to communicate directly to
Members. Company also agrees that, during the term of this Agreement, any
criticisms Company, its agents and employees, including Network Manager, may
have any regarding Plan, shall be communicated directly to Plan, and not to
Members. Violation of this prohibition may result in termination of this
Agreement by Plan for material breach.
SECTION 9
MISCELLANEOUS
9.1 AMENDMENT. This Agreement may be amended only in writing, and the amendment
must be executed by all parties.
9.2 REGULATORY AMENDMENT. Plan may also amend this Agreement to comply with
applicable statutes and regulations, and shall give notice to Company of such
amendment and its effective date. The amendment will not require agreement by
Company; however, Company may elect to terminate this Agreement at any time due
to such amendment pursuant to section 8.2.3. Any changes to this Agreement which
are required as a result of a filing with any regulatory agency shall be made
pursuant to this section.
9.3 ASSIGNMENT. Plan may assign all or any of its rights and responsibilities
under this Agreement to any entity controlling, controlled by, or under common
control with Plan. Company acknowledges that persons and entities under contract
with Plan may perform certain administrative services under this Agreement.
Company may assign any of its rights and responsibilities under this Agreement
to any person or entity with the prior written consent of Plan, which consent
shall not be unreasonably withheld.
9.4 RELATIONSHIP BETWEEN PLAN AND COMPANY AND PLAN AND PROVIDERS. The
relationships between Plan and Company and between Plan and Providers are solely
that of independent contractors, and nothing in this Agreement or otherwise
shall be construed or deemed to create any other relationship, including one of
employment, agency or joint venture.
9.5 CONFIDENTIALITY. Plan and Company shall treat the terms of this Agreement as
confidential and shall not disclose the terms of this Agreement to any third
party other than Company advisors; except that Plan may disclose certain terms
to Payors, and Company may disclose certain terms, other than specific dollar
amounts and percentages, to Providers. Plan may file the form of this Agreement,
other than specific financial terms, with any federal or state regulatory entity
as may be required by applicable law.
9.6 CERTAIN PHRASES. Whenever the phrase "Company shall cause Providers to" or
other similar phrases are used in this Agreement, such phrases shall mean that
Company shall have a written agreement with Provider under which Provider shall
agree to such obligation or action, and shall take diligent steps to enforce
such Agreement.
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9.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties in regard to its subject matter.
9.8 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the state of Alabama.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY
THE PARTIES.
UNITED HEALTHCARE ALABAMA ENT CENTER, INC.
OF ALABAMA, INC. The Pavilion at Lake ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- ----------------------
Title: Director Title: Director/President
---------------------- -------------------
Date: 9/3/98 Date: 9/1/98
----------------------- --------------------
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
---------------------- -------------------
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The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed with
the Commission.
EXHIBIT 1
1. Health Services which are included in the Capitation Payment are
described below. Such Health Services and the corresponding CPT Codes
are described on a general basis. The parties agree that the CPT Codes
are subject to changes annually.
Service CPT Code
------- --------
[*]
2. Health Services which are excluded from the Capitation Payment, but
which are reimbursed according to Plan's fee schedule, are generally
described as follows:
Service CPT Code
------- --------
[*]
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The information below marked by * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portion has been separately
filed with the Commission.
[*]
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The information below marked by * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portion has been separately
filed with the Commission.
[*]
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EXHIBIT 2
Plan's Service Area
GATEKEEPER AND OPEN ACCESS PRODUCTS
Counties Panels
-------- ------
▇▇▇▇▇▇ All except ▇▇▇▇▇▇ Green Hospital
Jefferson (for Jefferson County Group only)
Shelby
St. ▇▇▇▇▇
▇▇▇▇▇▇
MEDICARE PRODUCT
Counties Panels
-------- ------
Jefferson Brookwood Medical Center
Medical Center East
▇▇▇▇▇ ▇▇▇▇▇▇ Hospital
St. Vincent's Hospital
HealthSouth Medical Center
Baptist Medical Center Princeton
Baptist Medical Center Montclair
Bessemer ▇▇▇▇▇▇▇▇ Medical Center
(not UAB or ▇▇▇▇▇▇▇▇ Methodist)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Medical Center
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EXHIBIT 3
Participation Agreement
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EXHIBIT 4
Sample Company/Network Manager Agreement
Not Applicable
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The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed with
the Commission
AMENDMENT
TO THE
NETWORK AGREEMENT
BETWEEN
UNITED HEALTHCARE OF ALABAMA, INC.
AND
ALABAMA ENT CENTER, INC.
THIS AMENDMENT shall be effective as of the date of signature by and
between UNITED HEALTHCARE OF ALABAMA, INC. ("Plan") and ALABAMA ENT CENTER,
INC., ("Company").
WHEREAS, Company and Plan are parties to that certain Agreement ("the
Agreement") effective {date} under which Company provides certain services to
individuals enrolled in United HealthCare; and
WHEREAS, Plan and Company desire to modify the Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree as follows:
SECTION 3 Obligations of Plan or Payor
Section 3.3 Limitation of Loss. The second (2nd) sentence shall be
amended to read as follows:
"The fee schedules will be determined by Plan and, as of the Effective
Date, shall be the fee schedules in place at the time of execution for
Plan's HMO commercial ("Non-Medicare") and Medicare Benefit Contracts
in the Service Area, net of any Copayments and Deductibles that would
have applied to such fee schedule payments."
Section 3.3 (1). Non-Medicare. The third (3rd) sentence of the
paragraph shall be amended to read as follows:
"If the amounts paid to Company are less than [*] of the commercial fee
schedule, net of any Copayments and Deductibles that would have applied
to such fee schedule payments, Company will be paid the difference."
Section 3.3 (2) Medicare. The third (3rd) sentence of the paragraph
shall be amended to read as follows:
"If the amounts paid to Company are less than [*] of the United
HealthCare fee schedule, net of any Copayments and Deductibles that
would have applied to such fee schedule payments, Company will be paid
the difference."
All other terms and conditions of the original Agreement and any
preceding addenda or amendments shall remain in full effect except for those
terms and conditions expressly overridden by this agreement.
19
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the 1st day of October, 1998.
UNITED HEALTHCARE ALABAMA ENT CENTER, INC.
OF ALABAMA, INC.
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- ----------------------------
TITLE: Director TITLE: Director/President
---------------------- ----------------------
ADDRESS: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ADDRESS: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TELEPHONE: (▇▇▇) ▇▇▇-▇▇▇▇ TELEPHONE: (▇▇▇) ▇▇▇-▇▇▇▇
-2-
20
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed with
the Commission
UNITED HEALTHCARE
United HealthCare
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
August 17, 1998
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇, M.P.H.
Physicians Specialty Corp.
The Pavilion at Lake ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
Please allow this letter to serve as further clarification of the contract
between United HealthCare of Alabama and Alabama ENT Center Inc.
With regard to out-of-network liability, the interpretation in Section 3.4 of
the agreement will not apply until the latter of [*] from the original
agreement effective date, or a reasonable number of physicians join the network
at [*].
Furthermore, if [*], Alabama ENT Center, Inc. will have the option to terminate
the Network Agreement with 90 days prior written notice to United HealthCare of
Alabama. [*]
If this is in keeping with your understanding, please indicate so in the space
provided below. We appreciate being a customer of yours.
Sincerely:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Director, Physician Services
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 9-18-98
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Accepted and agreed Date